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                            SECURITIES PURCHASE AGREEMENT

     THIS SECURITIES PURCHASE AGREEMENT, dated as of December 13, 1999, is
entered into by and between Clearworks.net, Inc., a Delaware corporation (the
"Company"), and Candlelight Investors LLC, a Delaware limited liability company
(the "Purchaser").

                                 W I T N E S S E T H:

     WHEREAS, the Company and the Purchaser are executing and delivering this
Agreement in reliance upon the exemptions from registration provided by
Regulation D ("Regulation D") promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), and/or Section 4(2) of the Securities Act; and

     WHEREAS, the Purchaser wishes to purchase, and the Company wishes to issue,
upon the terms and subject to the conditions of this Agreement, three million
dollars ($3,000,000) principal amount of the Company's 6% Convertible Debentures
(the "Initial Debentures") and warrants (the "Initial Warrants") to purchase two
hundred and ten thousand (210,000) shares of the Company's common stock, par
value $.001 per share (the "Common Stock") for the aggregate purchase price of
three million dollars ($3,000,000).  The Initial Debentures are convertible, at
the holder's option, into the Company's Common Stock, on the terms set forth
therein, and the Initial Warrants may be exercised for the purchase of Common
Stock, on the terms set forth therein.

     WHEREAS, the Purchaser wishes to purchase, and the Company wishes to issue
and sell for an aggregate purchase price of one hundred dollars ($100) a
conditional warrant (the "Conditional Warrant") pursuant to which the Purchaser
shall purchase and the Company shall issue and sell up to an additional (i) two
million dollars ($2,000,000) principal amount of the Company's 6% Convertible
Debentures (the "Additional Debentures," together with the Initial Debenture,
collectively the "Debentures") and (ii) warrants (the "Additional Warrants,"
together with the Initial Warrants, collectively the "Warrants") to purchase up
to an additional one hundred forty thousand (140,000) shares of Common Stock,
for up to an aggregate purchase price of two million dollars ($2,000,000).

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

1.   AGREEMENT TO PURCHASE; PURCHASE PRICE

          a.   PURCHASE OF DEBENTURES AND WARRANTS. On the Initial Closing Date
(as defined herein) the Purchaser hereby agrees to purchase from the Company (i)
the Initial Debentures in the principal amount of three million dollars
($3,000,000), which shall be issued in substantially the form attached hereto as
EXHIBIT A; (ii) the Initial Warrants to purchase two hundred and ten thousand
(210,000) shares of Common Stock, which shall be issued in

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substantially the form attached hereto as EXHIBIT B and (iii) a Conditional
Warrant which shall be issued in substantially the form attached hereto as
EXHIBIT C to purchase (a) Additional Debentures in the principal amount of up
to two million dollars ($2,000,000), which shall be issued in substantially
the form attached hereto as EXHIBIT A; and (b) Additional Warrants to
purchase one hundred forty thousand (140,000) shares of Common Stock, which
shall be issued in substantially the form attached hereto as EXHIBIT B.  The
aggregate purchase price for such Initial Debentures, Initial Warrants and
Conditional Warrant (collectively, the "Initial Securities") shall be three
million one hundred dollars ($3,000,100) and shall be payable in same day
funds.

          b.   CLOSING.  The Initial Securities to be purchased by the Purchaser
hereunder, in definitive form, and in such denominations and registered in such
names as the Purchaser or its representative, if any, may request upon notice to
the Company, shall be delivered by or on behalf of the Company for the account
of the Purchaser, against payment by the Purchaser or on its behalf of the
purchase price therefor by wire transfer to an account of the Company, all at
the offices of Pryor Cashman Sherman & Flynn LLP, 410 Park Avenue, New York, New
York 10022, at 9:30 a.m., New York time on December 13, 1999, or at such other
time and date as the Purchaser or its representative, if any, and the Company
may agree upon in writing, such date being referred to herein as the "Initial
Closing Date."  The closing date(s) for the Purchaser of the Additional
Debentures and Additional Warrants are as set forth in the Conditional Warrant.

2.   REPRESENTATIONS AND WARRANTIES OF THE PURCHASER; ACCESS TO INFORMATION;
     INDEPENDENT INVESTIGATION.

          The Purchaser represents and warrants to, and covenants and agrees
with, the Company as follows:

          a.   The Purchaser and each of its equity owners is (i) experienced in
making investments of the kind described in this Agreement and the related
documents, (ii) able, by reason of the business and financial experience of its
management, to protect its own interests in connection with the transactions
described in this Agreement and the related documents, and (iii) able to afford
the entire loss of its investment in the Initial Securities.

          b.   All subsequent offers and sales of the Debentures, the Warrants,
and the Common Stock issuable upon conversion or exercise of, or in lieu of
interest payments on the Debentures or the Warrants, shall be made pursuant to
an effective registration statement under the Securities Act or pursuant to an
applicable exemption from such registration.

          c.   The Purchaser understands that the Initial Securities are being
offered and sold to it in reliance upon exemptions from the registration
requirements of the United States federal securities laws, and that the Company
is relying upon the truth and accuracy of the Purchaser's representations and
warranties, and the Purchaser's compliance with its agreements, each as set
forth herein, in order to determine the availability of such exemptions and the
eligibility of the Purchaser to acquire the Initial Securities.

                                       2

<PAGE>

          d.   The Purchaser: (A) has been provided with sufficient information
with respect to the business of the Company and such documents relating to the
Company as the Purchaser has requested and Purchaser has carefully reviewed the
same including, without limitation, the Company's Form 10-QSB for the quarter
ended September 30, 1999 filed with the Securities and Exchange Commission ("the
Commission"), (B) has been provided with such additional information with
respect to the Company and its business and financial condition as the
Purchaser, or the Purchaser's agent or attorney, has requested, and (C) has had
access to management of the Company and the opportunity to discuss the
information provided by management of the Company and any questions that the
Purchaser has had with respect thereto have been answered to the full
satisfaction of the Purchaser.

          e.   The Purchaser has the requisite corporate power and authority to
enter into this Agreement and the registration rights agreement, dated the date
hereof, between the Company and the Purchaser (the "Registration Rights
Agreement"), and the transactions contemplated hereby and thereby, have been
duly and validly authorized by the Purchaser; and such agreements, when executed
and delivered by each of the Purchaser and the Company will each be a valid and
binding agreement of the Purchaser, enforceable in accordance with their
respective terms, except to the extent that enforcement of each such agreement
may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or other similar laws now or hereafter in effect relating to
creditors' rights generally and to general principles of equity.

3.   REPRESENTATIONS OF THE COMPANY

          The Company represents and warrants to the Purchaser that:

          a.   ORGANIZATION.  The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware.
Each of the Company's subsidiaries is a corporation duly organized, validly
existing and in good standing under the laws of its respective jurisdiction.
Each of the Company and its subsidiaries is duly qualified as a foreign
corporation in all jurisdictions in which the failure to so qualify would have a
material adverse effect on the Company and its subsidiaries taken as a whole.
Schedule 3(a) lists all subsidiaries of the Company and, except as noted
therein, all of the outstanding capital stock of such subsidiaries is owned of
record and beneficially by the Company.

          b.   CAPITALIZATION.  On the date hereof, the authorized capital of
the Company  consists of 50,000,000 shares of Common Stock, par value $.001 per
share, of which 17,358,159 are issued and outstanding.  Schedule 3(b) sets forth
all of the options, warrants and convertible securities of the Company, and any
other rights to acquire securities of the Company (collectively, the "Derivative
Securities") which are outstanding on the date hereof, including in each case
(i) the name and class of such Derivative Securities, (ii) the issue date of
such Derivative Securities, (iii) the number of shares of Common Stock of the
Company into which such Derivative Securities are convertible as of the date
hereof, (iv) the conversion or exercise price or prices of such Derivative
Securities as of the date hereof, (v) the expiration date of any

                                       3

<PAGE>

conversion or exercise rights held by the owners of such Derivative
Securities and (vi) any registration rights associated with such Derivative
Securities or outstanding Common Stock.

          c.   CONCERNING THE COMMON STOCK, THE INITIAL DEBENTURES, THE INITIAL
WARRANTS AND IF THE CONDITIONAL WARRANT SHALL BE EXERCISED, THE ADDITIONAL
DEBENTURES AND ADDITIONAL WARRANTS.  The Common Stock issuable upon (i)
conversion of, or in lieu of interest payments on, the Initial Debentures, and
upon exercise of the Initial Warrants and (ii) if the Conditional Warrant is
exercised, conversion of or in lieu of interest payments on, the Additional
Debentures and upon exercise of the Additional Warrants, when issued, shall be
duly and validly issued, fully paid and non-assessable, and will not subject the
holder thereof to personal liability by reason of being such a holder.  There
are no preemptive rights of any stockholder of the Company, as such, to acquire
any of the Initial Securities, or the Common Stock issuable to the Purchaser
pursuant to the terms of the Debentures and the Warrants.

          d.   REPORTING COMPANY STATUS.  The Common Stock is registered under
Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").  The Company has duly filed all materials and documents required to be
filed pursuant to all reporting obligations under either Section 13(a) or 15(d)
of the Exchange Act, if any, prior to the offer and sale of the Initial
Securities.  The Common Stock is listed and traded on the OTC Bulletin Board,
and the Company is not aware of any pending or contemplated action or proceeding
of any kind to suspend the trading of the Common Stock.

          e.   AUTHORIZED SHARES.  The Company has legally available a
sufficient number of authorized and unissued shares of Common Stock as may be
necessary to effect (i) the conversion of the Initial Debentures and the
exercise of the Warrants, and (ii) if the Conditional Warrant is exercised,
conversion of or in lieu of interest payments on, the Additional Debentures and
upon exercise of the Additional Warrants. The Company understands and
acknowledges the potentially dilutive effect to the Common Stock of the issuance
of shares of Common Stock upon (i) conversion of the Initial Debentures and the
exercise of the Initial Warrants and (ii) if the Conditional Warrant is
exercised, the conversion of the Additional Debentures and the exercise of the
Additional Warrants.  The Company further acknowledges that its obligation to
issue shares of Common Stock upon (i) conversion of the Initial Debentures and
upon exercise of the Initial Warrants and (ii) if the Conditional Warrants is
exercised, the conversion of the Additional Debentures and the exercise of the
Additional Warrants is absolute and unconditional regardless of the dilutive
effect that such issuance may have on the ownership interests of other
stockholders of the Company and notwithstanding the commencement of any case
under 11 U.S.C. Section 101 ET SEQ. (the "Bankruptcy Code"). In the event the
Company becomes a debtor under the Bankruptcy Code, the Company hereby waives to
the fullest extent permitted any rights to relief it may have under 11 U.S.C.
Section 362 in respect of the conversion of the Debentures and the exercise of
the Warrants. The Company agrees, without cost or expense to the Purchaser, to
take or consent to any and all action necessary to effectuate relief under 11
U.S.C. Section 362.

          f.   LEGALITY.  The Company has the requisite corporate power and
authority to enter into this Agreement and to issue and deliver the Initial
Debentures, the Initial Warrants, the Conditional Warrant, and the Common Stock
issuable upon (i) conversion of, or in lieu of

                                       4

<PAGE>

interest payments on, the Initial Debentures and the exercise of the Initial
Warrants and (ii) if the Conditional Warrant is exercised, the conversion of
the Additional Debentures and the exercise of the Additional Warrants.

          g.   TRANSACTION AGREEMENTS.  This Agreement, the Registration Rights
Agreement, the Conditional Warrant, the Debentures and the Warrants
(collectively, the "Primary Documents"), and the transactions contemplated
hereby and thereby, have been duly and validly authorized by the Company; this
Agreement has been duly executed and delivered by the Company and this Agreement
is, and the Primary Documents, when executed and delivered by the Company, will
each be, a legal, valid and binding agreement of the Company, enforceable in
accordance with their respective terms, except to the extent that enforcement of
each of the Primary Documents may be limited by bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar laws now or
hereafter in effect relating to creditors' rights generally and to general
principles of equity.

          h.   NON-CONTRAVENTION.  The execution and delivery of this Agreement
and each of the other Primary Documents, and the consummation by the Company of
the other transactions contemplated by this Agreement and each of the other
Primary Documents, does not and will not conflict with or result in a breach by
the Company of any of the terms or provisions of, or constitute a default under,
the Articles of Incorporation or By-laws of the Company, or any material
indenture, mortgage, deed of trust or other agreement or instrument to which the
Company or any of its subsidiaries is a party or by which they or any of their
properties or assets are bound, or any existing applicable law, rule, or
regulation or any applicable decree, judgment or order of any court or United
States federal or state regulatory body, administrative agency, or any other
governmental body having jurisdiction over the Company, its subsidiaries, or any
of their properties or assets. Neither the filing of the registration statement
required to be filed by the Company pursuant to the Registration Rights
Agreement nor the offering or sale of the Initial Debentures, the Initial
Warrants or the Conditional Warrant as contemplated by this Agreement and if the
Conditional Warrant is exercised the Additional Debentures and Additional
Warrants and the Common Stock into which all such securities may be converted or
exercised, as applicable, gives rise to any rights, other than those which have
been waived or satisfied on or prior to the Initial Closing Date, for or
relating to the registration of any shares of the Common Stock.

          i.   APPROVALS.  No authorization, approval or consent of any court,
governmental body, regulatory agency, self-regulatory organization, stock
exchange or market or the stockholders of the Company is required to be obtained
by the Company for the entry into or the performance of this Agreement and the
other Primary Documents.

          j.   SEC FILINGS.  None of the reports or documents filed by the
Company with the Commission (the "SEC Documents") contained, at the time they
were filed, any untrue statement of a material fact or omitted to state any
material fact required to be stated therein, or necessary to make the statements
made therein, in light of the circumstances under which they were made, not
misleading.

                                       5
<PAGE>

          k.   MANIPULATION.  Neither the Company, nor any of its affiliates,
has taken or may take, directly or indirectly, any action designed to cause or
result in, or which has constituted or which might reasonably be expected to
constitute, the manipulation of the price of the shares of Common Stock.

          l.   ABSENCE OF CERTAIN CHANGES.  Except as disclosed in the Company's
SEC Documents and since December 31, 1998, there has been no material adverse
change nor any material adverse development in the business, properties,
operations, financial condition, prospects, outstanding securities or results of
operations of the Company.

          m.   FULL DISCLOSURE.  There is no fact known to the Company (other
than general economic conditions known to the public generally) that has not
been disclosed in writing to the Purchaser (i) that could reasonably be
expected to have a material adverse effect upon the condition (financial or
otherwise) or the earnings, business affairs, properties or assets of the
Company or (ii) that could reasonably be expected to materially and adversely
affect the ability of the Company to perform the obligations set forth in the
Primary Documents. The representations and warranties of the Company set forth
in this Agreement (and the schedules hereto) do not contain any untrue statement
of a material fact or omit any material fact necessary to make the statements
contained herein, in light of the circumstances under which they were made, not
misleading.

          n.   TITLE TO PROPERTIES; LIENS AND ENCUMBRANCES.  The Company has
good and marketable title to all of its material properties and assets, both
real and personal, and has good title to all its leasehold interests, in each
case subject only to mortgages, pledges, liens, security interests, conditional
sale agreements, encumbrances or charges created in the ordinary course of
business.

          o.   PATENTS AND OTHER PROPRIETARY RIGHTS.  The Company has sufficient
title and ownership of all patents, trademarks, service marks, trade names,
copyrights, trade secrets, information, proprietary rights and processes
necessary for the conduct of its business as now conducted and as proposed to be
conducted, and such business does not and would not conflict with or constitute
an infringement on the rights of others.

          p.   PERMITS.  The Company has all franchises, permits, licenses and
any similar authority necessary for the conduct of its business as now
conducted, the lack of which would materially and adversely affect the business
or financial condition of the Company.  The Company is not in default in any
respect under any of such franchises, permits, licenses or similar authority.

          q.   ABSENCE OF LITIGATION.  Except as disclosed in the Company's SEC
Documents, there is no action, suit, proceeding, inquiry or investigation before
or by any court, public board or body pending or, to the knowledge of the
Company or any of its subsidiaries, threatened against or affecting the Company
or any of its subsidiaries, in which an unfavorable decision, ruling or finding
would have a material adverse effect on the properties, business, condition
(financial or other) or results of operations of the Company and its
subsidiaries, taken as a whole, or the transactions contemplated by the Primary
Documents, or which would


                                       6
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adversely affect the validity or enforceability of, or the authority or
ability of the Company to perform its obligations under, the Primary Documents.

          r.   NO DEFAULT. Each of the Company and its subsidiaries is not in
default in the performance or observance of any obligation, covenant or
condition contained in any indenture, mortgage, deed of trust or other
instrument or agreement to which it is a party or by which it or its property
may be bound.

          s.   TRANSACTIONS WITH AFFILIATES. Except as disclosed in the
Company's public filings with the Commission, there are no agreements,
understandings or proposed transactions between the Company and any of its
officers, directors or affiliates that, had they existed on December 31, 1998,
would have been required to be disclosed in the Company's 1998 Annual Report to
stockholders.

          t.   EMPLOYMENT MATTERS.  The Company is in compliance in all material
respects with all presently applicable provisions of the Employee Retirement
Income Security Act of 1974, as amended, including the regulations and published
interpretations thereunder ("ERISA"); no "reportable event" (as defined in
ERISA) has occurred with respect to any "pension plan" (as defined in ERISA) for
which the Company would have any liability; the Company has not incurred and
does not expect to incur liability under (i) Title IV of ERISA with respect to
termination of, or withdrawal from, any "pension plan" or (ii) Sections 412 or
4971 of the Internal Revenue Code of 1986, as amended, including the regulations
and published interpretations thereunder (the "Code"); and each "pension plan"
for which the Company would have any liability that is intended to be qualified
under Section 401(a) of the Code is so qualified in all material respects and
nothing has occurred, whether by action or by failure to act, which would cause
the loss of such qualification.

          u.   INSURANCE.  The Company maintains property and casualty, general
liability, personal injury and other similar types of insurance with financially
sound and reputable insurers that is adequate, consistent with industry
standards and the Company's historical claims experience.  The Company has not
received notice from, and has no knowledge of any threat by, any insurer (that
has issued any insurance policy to the Company) that such insurer intends to
deny coverage under or cancel, discontinue or not renew any insurance policy
covering the Company, or any of its subsidiaries, presently in force.

          v.   TAXES. All applicable tax returns required to be filed by the
Company and each of its subsidiaries have been prepared and filed in compliance
with all applicable laws, or if not yet filed have been granted extensions of
the filing dates which extensions have not expired, and all taxes, assessments,
fees and other governmental charges upon the Company, its subsidiaries, or upon
any of their respective properties, income or franchises, shown in such returns
and on assessments received by the Company or its subsidiaries to be due and
payable have been paid, or adequate reserves therefor have been set up if any of
such taxes are being contested in good faith; or if any of such tax returns have
not been filed or if any such taxes have not been paid or so reserved for, the
failure to so file or to pay would not in the aggregate have a


                                       7
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material adverse effect on the business or financial condition of the Company
and its subsidiaries, taken as a whole.

          w.   FOREIGN CORRUPT PRACTICES ACT. Neither the Company nor any of its
directors, officers or other employees has (i) used any Company funds for any
unlawful contribution, endorsement, gift, entertainment or other unlawful
expense relating to any political activity; (ii) made any direct or indirect
unlawful payment of Company funds to any foreign or domestic government official
or employee; (iii) violated or is in violation of any provision of the Foreign
Corrupt Practices Act of 1977, as amended; or (iv) made any bribe, rebate,
payoff, influence payment, kickback or other similar payment to any person.  The
Company maintains a system of internal accounting controls sufficient to provide
reasonable assurances that (i) transactions are executed in accordance with
management's general or specific authorization; (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with
generally accepted accounting principles and to maintain accountability for
assets; (iii) access to assets is permitted only in accordance with management's
general or specific authorization; and (iv) the recorded accountability for
assets is compared with existing assets at reasonable intervals and appropriate
action is taken with respect to any differences.

          x.   INVESTMENT COMPANY ACT.  The Company is not conducting, and does
not intend to conduct its business in a manner which would cause it to become,
an "investment company," as defined in Section 3(a) of the Investment Company
Act of 1940, as amended.

          y.   AGENT FEES. Except for Intratech Capital Partners Limited which
shall be paid by the Company an agent fee of 12% of the gross proceeds, the
Company has not incurred any liability for any finder's or brokerage fees or
agent's commissions in connection with the offer and sale of the transactions
contemplated by this Agreement.

          z.   PRIVATE OFFERING.  Subject to the accuracy of the Purchaser's
representations and warranties set forth in Section 2 hereof, the offer, sale
and issuance of (i) the Initial Securities (ii) if the Conditional Warrant is
exercised, the issuance of the Additional Debentures and the Additional Warrants
and (iii) the issuance of Common Stock upon conversion or exercise of any of the
above indicated securities are exempt from the registration requirements of the
Securities Act.  The Company agrees that neither the Company nor anyone acting
on its behalf will offer any of the Debentures, the Warrants, or any similar
securities for issuance or sale, or solicit any offer to acquire any of the same
from anyone so as to render the issuance and sale of such securities subject to
the registration requirements of the Securities Act for a period of one hundred
forty (140) days from the effective date of the Registration Statement (as
defined in the Registration Rights Agreement) covering the Securities.  The
Company has not offered or sold the Securities by any form of general
solicitation or general advertising, as such terms are used in Rule 502(c) under
the Securities Act.

          aa.  YEAR 2000 PROCESSING.  The computer systems used by the Company
and its subsidiaries (the "Systems"), both hardware and software, are in good
working order.  The Company has taken steps that are reasonable to ensure that
the occurrence of the year 2000 will not materially and adversely affect the
Systems of the Company, its subsidiaries, or their


                                       8
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business, and no material expenditures in excess of currently budgeted items
will be required in order to cause such Systems to operate properly following
the change of the year 1999 to 2000.  The Company and its subsidiaries have
resolved or are in the process of resolving any issues discovered as a result
of year 2000 inquires or compliance testing or otherwise known to the Company,
and the Company is not aware of any fact that would lead one reasonably to
conclude that the Company will be unable to resolve any of such issues prior
to December 31, 1999.

     bb.  ENVIRONMENTAL MATTERS.  Neither the Company and its subsidiaries, nor
any predecessor in interest nor, to the Company's knowledge, after due inquiry,
any other person has ever caused or permitted any Hazardous Material (as defined
below) to be released, treated or disposed of on, at, under or within any real
property owned, leased or operated by the Company and its subsidiaries or any
predecessor in interest, and no such real property has ever been used (either by
the Company and its subsidiaries, any predecessor in interest or, to the
Company's knowledge, after due inquiry, by any other person) as a treatment,
storage or disposal site for any Hazardous Material.  The Company has no
liabilities with respect to Hazardous Materials, and to the knowledge of the
Company, after due inquiry, no facts or circumstances exist which could give
rise to liabilities with respect to Hazardous Materials, which could have any
reasonable likelihood of having a material adverse effect on the Company.  For
purposes of this Agreement "Hazardous Materials" shall mean (a) any pollutants
or contaminations, (b) any asbestos or insulation or other material composed of
or containing asbestos and (c) any petroleum product and any hazardous, toxic or
dangerous waste, substance or material defined as such in, or for purposes of,
the Comprehensive Environmental Response, Compensation and Liability Act, any
so-called "Superfund" or "Superlien" law, or (d) any other applicable federal,
state, local or other statute, law, ordinance, code, rule, regulation, order or
decree concerning the protection of human health or the environment or otherwise
regulating, relating to, or imposing liability or standards of conduct
concerning, any hazardous, toxic or dangerous waste, substance or material, as
now or at any time hereafter in effect.

     cc.  INTELLECTUAL PROPERTY. Except as set forth in the SEC Documents, to
the best of the Company's knowledge, each of the Company and its subsidiaries
owns or possesses adequate rights to use all material patents, patent rights,
inventions, trade secrets, know-how, trademarks, service marks, trade names and
copyrights which are described in the SEC Documents; except as set forth in the
SEC Documents, the Company has not received any notice of, and has no knowledge
of, any infringement of or conflict with asserted rights of the Company by
others with respect to any patent, patent rights, inventions, trade secrets,
know-how, trademarks, service marks, trade names and copyrights which, singly or
in the aggregate, if the subject of an unfavorable decision, ruling or finding,
would have a material adverse effect on the condition (financial or otherwise),
earnings, operations, business of the Company and its subsidiaries, taken as a
whole, as presently conducted; and, except as set forth in the SEC Documents,
the Company has not received any notice of, and has no knowledge of, any
infringement of or conflict with the asserted rights of others with respect to
any patent, patent rights, inventions, trade secrets, know-how, trademarks,
service marks, trade names and copyrights which, singly or in the aggregate, if
the subject of an unfavorable decision, ruling or finding, would have a material
adverse effect on


                                       9
<PAGE>

the condition (financial or otherwise), earnings, operations, or business of
the Company and its subsidiaries, taken as a whole, as presently conducted.

4.   CERTAIN COVENANTS AND ACKNOWLEDGMENTS.

          a.   TRANSFER RESTRICTIONS.  The Purchaser acknowledges that, except
as provided in the Registration Rights Agreement, (1) neither (i) the Initial
Debentures, the Initial Warrants, nor the Common Stock issuable upon conversion
of, or in lieu of interest payments on, the Initial Debentures or upon exercise
of the Initial Warrants, nor (ii) if the Conditional Warrant is exercised, the
Additional Debentures, the Additional Warrants or the Common Stock issuable upon
conversion of or in lieu of interest on the Additional Debentures or upon
exercise of the Additional Warrants (collectively, the "Additional Securities"
and, together with the Initial Securities, collectively, the "Securities") have
been, and are not being, registered under the Securities Act, and may not be
transferred unless (A) subsequently registered thereunder or (B) they are
transferred pursuant to an exemption from such registration; and (2) any sale of
the Initial Debentures, the Initial Warrants, the Conditional Warrant or the
Common Stock issuable upon conversion or exchange thereof made in reliance upon
Rule 144 under the Securities Act may be made only in accordance with the terms
of said Rule and further, if said Rule is not applicable, any resale of the
Securities under circumstances in which the seller, or the person through whom
the sale is made, may be deemed to be an underwriter, as that term is used in
the Securities Act, may require compliance with another exemption under the
Securities Act and the rules and regulations of the Commission thereunder.  The
provisions of Section 4(a) and 4(b) hereof, together with the rights of the
Purchaser under this Agreement and the other Primary Documents, shall be binding
upon any subsequent transferee of the Debentures and the Warrants.

          b.   RESTRICTIVE LEGEND.  The Purchaser acknowledges and agrees that,
until such time as the Securities or the Common Stock issuable upon conversion
or exchange thereof shall have been registered under the Securities Act or the
Purchaser demonstrates to the reasonable satisfaction of the Company and its
counsel that such registration shall no longer be required, such Securities or
the Common Stock issuable upon conversion or exchange thereof may be subject to
a stop-transfer order placed against the transfer of such Securities, and such
Securities shall bear a restrictive legend in substantially the following form:

          THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE
          NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
          AMENDED.  THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
          HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN
          EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER
          SAID ACT OR AN OPINION OF COUNSEL OR OTHER EVIDENCE
          REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
          REGISTRATION SHALL NO LONGER BE REQUIRED.



                                      10
<PAGE>

          c.  FILINGS.  The Company undertakes and agrees that it will make
all required filings in connection with the sale of the Securities or the
Common Stock issuable upon conversion or exchange thereof to the Purchaser as
required by United States laws and regulations, or by any domestic securities
exchange or trading market, including, qualifying the shares of Common Stock
issuable upon conversion of the Debentures and upon exercise of the Warrants
for trading on the OTC Bulletin Board or the filing of a listing application
with NASDAQ to list all of the shares of Common Stock issuable upon
conversion of the Debentures and upon the exercise of the Warrants, as
applicable, and if applicable, the filing of a notice on Form D (at such time
and in such manner as required by the Rules and Regulations of the
Commission), and to provide copies thereof to the Purchaser promptly after
such filing or filings.

          d.  REPORTING STATUS.  So long as the Purchaser beneficially owns
any of the Securities, the Company shall timely file all reports required to
be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange
Act and shall not terminate its status as an issuer required to file reports
under the Exchange Act even if the Exchange Act or the rules and regulations
thereunder would permit such termination.

          e.  STATE SECURITIES FILINGS.  The Company shall from time to time
promptly take such action as the Purchaser or any of its representatives, if
applicable, may reasonably request to qualify the Securities or the Common
Stock issuable upon conversion or exchange thereof for offering and sale
under the securities laws (other than United States federal securities laws)
of the jurisdictions in the United States as shall be so identified to the
Company, and to comply with such laws so as to permit the continuance of
sales therein, provided that in connection therewith, the Company shall not
be required to qualify as a foreign corporation or to file a general consent
to the service of process in any jurisdiction.

          f.  USE OF PROCEEDS.  The Company will use all of the net proceeds
from the issuance of the Securities for acquisitions, infrastructure costs,
marketing and advertising, and working capital.

          g.  RESERVATION OF COMMON STOCK.  The Company will at all times
have authorized and reserved for the purpose of issuance a sufficient number
of shares of Common Stock to provide for the conversion of the Initial
Debentures and the exercise of the Initial Warrants and if the Conditional
Warrant is exercised, for the conversion of the Additional Debentures and the
exercise of the Additional Warrants. The Company will use its best efforts
at all times to maintain a number of shares of Common Stock so reserved for
issuance that is no less than the sum of (i) two (2) times the sum of (x) the
maximum number of shares of Common Stock that could be issuable upon the
conversion of the Initial Debentures and (y) the maximum number of shares of
Common Stock that could be issuable upon conversion of the Additional
Debentures and (ii) the sum of the number of shares of Common Stock that
could be issuable upon exercise in full of the Initial Warrants and the
Additional Warrants, in each case without regard to whether the Conditional
Warrant shall have been exercised.

          h.  SALES OF ADDITIONAL SHARES.  The Company shall not, directly or
indirectly, without the prior written consent of the Purchaser, offer, sell,
offer to sell, contract to


                                       11

<PAGE>

sell or otherwise dispose of any of its securities or any security or other
instrument convertible into or exchangeable for shares of its capital stock,
in each case, for a period beginning on the date hereof and ending one
hundred forty (140) days after the Registration Statement (as defined in the
Registration Rights Agreement) is declared effective by the Commission (the
"Lock-Up Period"), except that the Company may (i) issue securities for the
aggregate consideration of at least $15 million in connection with a bona
fide, firm commitment, underwritten public offering under the Securities Act;
(ii) may issue shares of Common Stock which are issued in connection with a
bona fide transaction involving the acquisition of another business entity or
segment of any such entity by the Company by merger, asset, purchase, stock
purchase or otherwise; (iii) may issue shares of common stock to directors,
officers, employees or consultants of the Company for the primary purpose of
soliciting or retaining their services in an aggregate amount, together with
any New Options (as defined below) vesting or becoming exercisable during the
Lock Up Period, not to exceed 100,000 shares; (iv) may issue shares of Common
Stock upon the exercise or conversion of currently outstanding options,
warrants and other convertible securities and up to 100,000 shares of Common
Stock underlying New Options as provided in clause (v) below; (v) may issue
options to purchase shares of its Common Stock to its directors, officers,
employees and consultants in connection with its existing stock option plans
("new Options"); provided, that, during the Lock Up Period, New Options to
purchase not more than 250,000 shares of Common Stock shall vest or become
exercisable; (vi) may issue common Stock in connection with a stock split,
stock dividend or similar recapitalization of the Company which affects all
holders of the Company's Common Stock on an equivalent basis, in each case,
without the prior written consent of the Purchaser; (vii) may engage in
capital raising transaction involving International Business Machines, or any
affiliate or subsidiary thereof, Siecor (Germany) or other entity approved by
the Purchaser, provided, that such capital raising transaction does not
involve the sale of securities of the Company which are convertible or
exchangeable for shares of Common Stock of the Company and provided further
that the Company has obtained the prior written approval of the Purchaser to
such capital raising transaction; and (viii) issue securities of the Company
to Intratech Capital Partners Limited pursuant to the private placement
memorandum attached hereto as EXHIBIT F, provided, that such private
placement does not close until such time that the Registration Statement
covering the Securities has been effective for thirty (30) days and provided,
further, that in no event shall the Company issue its Common Stock or
securities convertible into or exchangeable for Common Stock at less than
$2.50 per share. In addition, the Company agrees that it will not cause any
shares of its capital stock that are issued in connection with a transaction
of the type contemplated by clause (ii) (or upon the conversion or exercise
of other securities that are issued in connection with such transaction) or
that were issued in connection with financing, acquisition or other
transaction that occurred prior or subsequent to the date of this Agreement
to be covered by a registration statement that is filed with the Commission
or declared effective by the Commission prior to the time that the Debentures
and the Warrants and Common Stock issuable upon conversion or exercise
thereof are covered by a registration statement filed by the Company pursuant
to its obligations under the Registration Rights Agreement has been effective
under the Securities Act for a period of at least one hundred eighty (180)
days during which the Company has not notified the Purchaser that such
registration statement or the prospectus included in such registration
statement includes an untrue statement of a material fact or omits to state a
material


                                       12

<PAGE>

fact required to be stated therein in order to make the statements therein,
in light of the circumstances under which they were made, not misleading.

          i.  RIGHT OF FIRST REFUSAL.  Subject to Section 4(i), if during the
eighteen (18) month period following the Lock-Up Period the Company shall
desire to sell, offer to sell, contract to sell or otherwise dispose of any
securities or any security or other instrument convertible into or
exchangeable for shares of Common Stock (collectively, the "Offered
Securities") to a prospective investor (the "Prospective Investor"), the
Company shall notify (the "Offer Notice") the Purchaser in accordance with
Section 10 hereof of the terms (the "Third Party Terms") on which the Company
proposes to sell, contract to sell or otherwise dispose of the Offered
Securities to the Prospective Investor. If, within the five (5) day period
following the Purchaser's receipt of the Offer Notice, the Purchaser delivers
a written notice (the "Acceptance Notice") to the Company stating its desire
to purchase all or any portion of the Offered Securities on the Third Party
Terms, the Company shall be required to sell the Offered Securities (or any
portion thereof so desired by the Purchaser) to the Purchaser at the price
and on the terms set forth in the Offer Notice and the Company shall not be
permitted to sell such Offered Securities to the Prospective Investor. If
the Purchaser does not deliver an Acceptance Notice to the Company in such
five (5) day period, then for a period of thirty (30) days following the date
of the Offer Notice the Company may sell the Offered Securities to the
Prospective Investor on the terms set forth in the Offer Notice.

          j.  STOCKHOLDER APPROVAL.  If required in accordance with Nasdaq
Rule 4310 or 4460, the Company agrees to use its best efforts (including
obtaining any vote of its stockholders required by applicable law or Nasdaq
rules to authorize and approve the issuance of the Common Stock issuable upon
conversion of the Debentures and exercise of Warrants, to the extent that
such conversion or issuance results in the issuance of 20% or more of the
Company's outstanding Common Stock; provided, however, that the failure to
obtain any such stockholder approval shall not limit any of Purchaser's
rights hereunder or pursuant to any Primary Documents.

          k.  OWNERSHIP.  At no time shall the Purchaser (including its
officers, directors and affiliates) maintain in the aggregate beneficial
ownership (as defined for purposes of Section 16 of the Securities Exchange
Act of 1934, as amended) of shares of Common Stock in excess of 4.9% of the
Company's outstanding Common Stock unless the Purchaser gives the Company at
least sixty-one days notice that it intends to increase its ownership
position.

5. TRANSFER AGENT INSTRUCTIONS.

          a.  The Company warrants that no instruction, other than the
instructions referred to in this Section 5 and stop transfer instructions to
give effect to Sections 4(a) and 4(b) hereof prior to the registration and
sale of the Securities in the manner contemplated by the Registration Rights
Agreement, will be given by the Company to the transfer agent and that the
shares of Common Stock issuable upon conversion of, or in lieu of interest
payments on the Debentures or upon exercise of the Warrants shall otherwise
be freely transferable on the books and records of the Company as and to the
extent provided in this Agreement, the Registration


                                       13

<PAGE>

Rights Agreement and applicable law.  Nothing in this Section shall affect in
any way the Purchaser's obligations and agreement to comply with all
applicable securities laws upon resale of the Securities. If the Purchaser
provides the Company with an opinion of counsel reasonably satisfactory (as
to both the identity of such counsel and the content of such opinion) to the
Company and its counsel that registration of a resale by the Purchaser of any
of the Securities in accordance with clause (1)(B) of Section 4(a) of this
Agreement is not required under the Securities Act, the Company shall permit
the transfer of the Securities and, in the case of the Common Stock, promptly
instruct the Company's transfer agent to issue one or more certificates for
Common Stock without legend in such names and in such denominations as
specified by the Purchaser.

          b.  The Company will permit the Purchaser to exercise its right to
convert the Debentures or to exercise the Warrants by faxing an executed and
completed Notice of Conversion or Form of Election to Purchase, as
applicable, to the Company, and delivering within three (3) business days
thereafter, the original Notice of Conversion (and the related original
Debentures) or Form of Election to Purchase (and the related original
Warrants) to the Company by hand delivery or by express courier, duly
endorsed. Each date on which a Notice of Conversion or Form of Election to
Purchase is faxed to the Company in accordance with the provisions hereof
shall be deemed a "Conversion Date." The Company will transmit the
certificates representing the Common Stock issuable upon conversion of any
Debenture or upon exercise of any Warrants (together with the Debentures not
so converted, or the Warrants not so exercised) or upon conversion of the
Debentures and exercise of the Warrants to the Purchaser via express courier
as soon as practicable, but in all events no later than four (4) business
days in the case of conversion of the Debentures, or five (5) business days
in the case of the exercise of any Warrant after the Conversion Date (the
"Delivery Date"). For purposes of this Agreement, any conversion of the
Debentures or the exercise of the Warrants shall be deemed to have been made
immediately prior to the close of business on the Conversion Date.

          c.  In lieu of delivering physical certificates representing the
Common Stock issuable upon the conversion of the Debentures or the exercise
of the Warrants, provided the Company's transfer agent is participating in
the Depositary Trust Company ("DTC") Fast Automated Securities Transfer
program, on the written request of the Purchaser, who shall have previously
instructed the Purchaser's prime broker to confirm such request to the
Company's transfer agent, the Company shall cause its transfer agent to
electronically transmit such Common Stock to the Purchaser by crediting the
account of the Purchaser's prime broker with DTC through its Deposit
Withdrawal Agent Commission ("DWAC") system no later than the applicable
Delivery Date.

          d.  The Company understands that a delay in the issuance of Common
Stock beyond the applicable Delivery Date could result in an economic loss to
the Purchaser. As compensation to the Purchaser for such loss, the Company
agrees to pay to the Purchaser for late issuance of Common Stock upon
conversion of, or in lieu of interest payments on, the Debentures or upon
exercise of the Warrants the sum of $2,000 per day for each $100,000 in
aggregate principal amount of Debentures that are being converted or for any
or all shares of Common Stock purchased upon the exercise of the Warrants.
The Company shall pay any


                                       14

<PAGE>

payments that are payable to the Purchaser pursuant to this Section 5 in
immediately available funds upon demand. Nothing herein shall limit the
Purchaser's right to pursue actual damages for the Company's failure to so
issue and deliver Common Stock to the Purchaser. Furthermore, in addition to
any other remedies which may be available to the Purchaser, in the event that
the Company fails for any reason to effect delivery of such Common Stock
within five (5) business days after the relevant Delivery Date, the Purchaser
will be entitled to revoke the relevant Notice of Conversion or Form of
Election to Purchase by delivering a notice to such effect to the Company,
whereupon the Company and the Purchaser shall each be restored to their
respective positions immediately prior to delivery of such Notice of
Conversion or Form of Election to Purchase. For purposes of this Section 5,
"business day" shall mean any day in which the financial markets of New York
are officially open for the conduct of business therein.

6. CONDITIONS TO THE COMPANY'S OBLIGATION TO ISSUE THE INITIAL SECURITIES.

   Purchaser understands that the Company's obligation to issue the Initial
Securities on the Initial Closing Date to Purchaser pursuant to this Agreement
is conditioned upon:

          a.  The accuracy on the Initial Closing Date of the representations
and warranties of Purchaser contained in this Agreement as if made on the
Initial Closing Date and the performance by Purchaser on or before the
Initial Closing Date of all covenants and agreements of Purchaser required to
be performed on or before the Initial Closing Date;

          b.  The absence or inapplicability of any and all laws, rules or
regulations prohibiting or restricting the transactions contemplated hereby,
or requiring any consent or approval which shall not have been obtained.

7. CONDITIONS TO THE PURCHASER'S OBLIGATION TO PURCHASE THE INITIAL SECURITIES.

   The Company understands that Purchaser's obligation to purchase the Initial
Securities on the Initial Closing Date is conditioned upon:

          a.  The accuracy on the Initial Closing Date of the representations
and warranties of the Company contained in this Agreement as if made on the
Initial Closing Date, and the performance by the Company on or before the
Initial Closing Date of all covenants and agreements of the Company required
to be performed on or before the Initial Closing Date;

          b.  On the Initial Closing Date, the Purchaser shall have received
(i) the Initial Debentures, in substantially the form of EXHIBIT A hereto,
(ii) the Initial Warrants, in substantially the form of EXHIBIT B hereto, and
(iii) the Conditional Warrant, in substantially the form of EXHIBIT C hereto.

          c.  On the Initial Closing Date, the Purchaser shall have received
an opinion of counsel for the Company, dated the Initial Closing Date, in
form, scope and substance reasonably satisfactory to Purchaser, to the effect
set forth in EXHIBIT D attached hereto;


                                       15

<PAGE>

          d.   On the Initial Closing Date the Company shall have executed and
delivered a signed counterpart to the Registration Rights Agreement, in form,
scope and substance reasonably satisfactory to Purchaser, to the effect set
forth in EXHIBIT E attached hereto;

          e.   On the Initial Closing Date, the Purchaser shall have received a
certificate executed by (i) the President or the Chairman of the Company and
(ii) the Chief Financial Officer of the Company, stating that all of the
representations and warranties of the Company set forth in this Agreement are
accurate as of the Initial Closing Date and that the Company has performed all
of its covenants and agreements required to be performed under this Agreement on
or before the Initial Closing Date;

          f.   On the Initial Closing Date, the Purchaser shall have received
from the Company such other certificates and documents as it or its
representatives, if applicable, shall reasonably request, and all proceedings
taken by the Company in connection with the Primary Documents contemplated by
this Agreement and the other Primary Documents and all documents and papers
relating to such Primary Documents shall be satisfactory to the Purchaser;

          g.   On or prior to the Initial Closing Date, there shall not have
occurred any of the following: (i) a suspension or material limitation in the
trading of securities generally on the New York Stock Exchange, Nasdaq National
Market, Nasdaq SmallCap or OTC Bulletin Board; (ii) a general moratorium on
commercial banking activities in New York declared by the applicable banking
authorities; (iii) the outbreak or escalation of hostilities involving the
United States, or the declaration by the United States of a national emergency
or war; or (iv) a change in international, political, financial or economic
conditions, if the effect of any such event, in the reasonable judgment of the
Purchaser, makes it impracticable or inadvisable to proceed with the purchase of
the Securities on the terms and in the manner contemplated in this Agreement and
in the other Primary Documents.

8.   EXPENSES.

          The Company covenants and agrees with the Purchaser that the Company
will pay or cause to be paid on the Initial Closing Date the following: (a) the
fees, disbursements and expenses of the Purchaser and Purchaser's counsel in
connection with the issuance of the Securities payable on the Initial Closing
Date up to a total of $25,000, and (b) all expenses in connection with
registration or qualification of the Securities for offering and sale under
state securities laws as provided in Section 4(f) hereof.  If the Company fails
to satisfy its obligations or to satisfy any condition set forth in this
Agreement, as a result of which the Securities are not delivered to the
Purchaser on the terms and conditions set forth herein, the Company shall
reimburse the Purchaser for any reasonable attorneys' fees incurred in making
preparations for the purchase, sale and delivery of the Securities not so
delivered.

9.   SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

     The representations and warranties of the Company and the Purchaser shall
survive the execution and delivery of this Agreement and the delivery of the
Debentures and the Warrants.


                                      16
<PAGE>

10.  GOVERNING LAW; MISCELLANEOUS

          This Agreement shall be governed by and interpreted in accordance with
the laws of the State of New York, without regard to principles of conflict of
laws.  Each of the parties consents to the jurisdiction of the federal courts
whose districts encompass any part of the City of New York or the state courts
of the State of New York sitting in the City of New York in connection with any
dispute arising under this Agreement or any of the transactions contemplated
hereby, and hereby waives, to the maximum extent permitted by law, any
objection, including any objections based on FORUM NON CONVENIENS, to the
bringing of any such proceeding in such jurisdictions.  This Agreement may be
signed in one or more counterparts, each of which shall be deemed an original.
The headings of this Agreement are for convenience of reference only and shall
not form part of, or affect the interpretation of this Agreement.  This
Agreement and each of the Primary Documents have been entered into freely by
each of the parties, following consultation with their respective counsel, and
shall be interpreted fairly in accordance with its respective terms, without any
construction in favor of or against either party. If any provision of this
Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity
or unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement or the validity or unenforceability of this
Agreement in any other jurisdiction.  This Agreement shall inure to the benefit
of, and be binding upon the successors and assigns of each of the parties
hereto, including any transferees of the Securities. This Agreement may be
amended only by an instrument in writing signed by the party to be charged with
enforcement.  This Agreement supersedes all prior agreements and understandings
among the parties hereto with respect to the subject matter hereof.

11.  NOTICES.

          Any notice required or permitted hereunder shall be given in writing
(unless otherwise specified herein) and shall be effective upon personal
delivery, via facsimile (upon receipt of confirmation of error-free
transmission) or two business days following deposit of such notice with an
internationally recognized courier service, with postage prepaid and addressed
to each of the other parties thereunto entitled at the following addresses, or
at such other addresses as a party may designate by five days advance written
notice to each of the other parties hereto.

COMPANY:       Clearworks.net, Inc.
               2450 Fondren, Suite 200
               Houston, Texas 77063
               ATTENTION:  Michael T. McClere, CEO
               Tel:  (713) 334-2595
               Fax:  (713) 334-6565



                                      17
<PAGE>

               WITH A COPY TO:

               Clearworks.net, Inc.
               2450 Fondren, Suite #200
               Houston, Texas 77063
               ATTENTION: Celia Figueroa, Esq.
               Tel: (713) 334-7778
               Fax: (713) 334-7470

PURCHASER:     Candlelight Investors LLC
               c\o WEC Asset Management LLC
               One World Trade Center, Suite #4563
               New York, New York 10048
               ATTENTION: Ethan Benovitz
               Tel: (212) 775-9299
               Fax: (212) 775-9311

               WITH A COPY TO:

               Pryor Cashman Sherman & Flynn LLP
               410 Park Avenue
               New York, New York 10022
               ATTENTION: Mark Saks, Esq.
               Tel: (212) 326-0140
               Fax: (212) 326-0806

12.  INDEMNIFICATION.

          The Company agrees to indemnify the Purchaser and each officer,
director, employee, agent, partner, stockholder, member and affiliate of the
Purchaser (collectively, the "Indemnified Parties") for, and hold each
Indemnified Party harmless from and against: (i) any and all damages, losses,
claims and other liabilities of any and every kind, including, without
limitation, judgments and costs of settlement, and (ii) any and all reasonable
out-of-pocket costs and expenses of any and every kind, including, without
limitation, reasonable fees and disbursements of counsel for such Indemnified
Parties (all of which expenses periodically shall be reimbursed as incurred), in
each case, arising out of or suffered or incurred in connection with any of the
following: (a) any misrepresentation or any breach of any warranty made by
the Company herein or in any of the other Primary Documents, (b) any breach
or non-fulfillment of any covenant or agreement made by the Company herein or
in any of the other Primary Documents and (c) any claim relating to or arising
out of a violation of applicable federal or state securities laws by the Company
in connection with the sale or issuance of the Initial Shares, Additional
Shares, Initial Warrants, Additional Warrants or Conditional Warrant by the
Company to the Purchaser (collectively, the "Indemnified Liabilities").

           [REMAINDER OF PAGE INTENTIONALLY BLANK, SIGNATURE PAGE FOLLLOWS]


                                      18
<PAGE>

     IN WITNESS WHEREOF, this Securities Purchase Agreement has been duly
executed by each of the undersigned.

                                       CLEARWORKS.NET, INC.

                                       By:
                                          --------------------------------
                                          Name:
                                          Title:


                                       CANDLELIGHT INVESTORS LLC
                                       By: WEC Asset Management LLC,
                                           Manager

                                       By:
                                          --------------------------------
                                          Name:  Ethan Benovitz
                                          Title: Managing Director