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                                                                 EXHIBIT 10.102

                         SECURITIES PURCHASE AGREEMENT


         SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of January
13, 2000, by and among BioShield Technologies, Inc., a Georgia corporation,
with headquarters located at 5655 Peachtree Parkway, Georgia 30092 (the
"COMPANY"), and the investor listed on the Schedule of Buyers (the "SCHEDULE OF
BUYERS") attached hereto (individually, a "BUYER" or collectively "BUYERS").

         WHEREAS:

         A.    The Company and the Buyers are executing and delivering this
Agreement in reliance upon the exemption from securities registration pursuant
to Section 4(2) and/or Regulation D ("REGULATION D") at the sole election of
Buyer in the event that a registration statement filed by the Company pursuant
to Section 2(a) of the Registration Rights Agreement (described below) is not
declared effective by the Registration Deadline (as defined therein) as
promulgated by the U.S. Securities and Exchange Commission (the "SEC") under
the Securities Act of 1933, as amended (the "1933 ACT");

         B.    The Company has authorized the following new series of its
Preferred Stock, no par value per share (the "PREFERRED STOCK"): the Company's
Series A Convertible Preferred Stock (the "SERIES A PREFERRED SHARES"), which
shall be convertible into shares of the Company's Common Stock, no par value
per share (the "COMMON STOCK") (as converted, the "CONVERSION SHARES"), in
accordance with the terms of the Company's Amendments to its Articles of
Incorporation, substantially in the form attached hereto as Exhibit "A" (the
"AMENDMENT");

         C.    The Buyer wishes to purchase, upon the terms and conditions
stated in this Agreement, an aggregate of 200 shares of Series A Preferred
Shares in the respective amounts set forth opposite each Buyer's name on the
Schedule of Buyers;

         D.    Contemporaneously with the execution and delivery of this
Agreement, the parties hereto are executing and delivering a Registration
Rights Agreement substantially in the form attached hereto as Exhibit "B" (the
"REGISTRATION RIGHTS AGREEMENT") pursuant to which the Company has agreed to
provide certain registration rights under the 1933 Act and the rules and
regulations promulgated thereunder, and applicable state securities laws; and

         E.    The holders of Series A Preferred Shares shall receive stock
purchase warrants to acquire shares of common stock, par value $.0001, of
Electronic Medical Distribution, Inc. ("EMD") at an exercise price of 5.126 per
share the form attached as Exhibit "C" (the "WARRANTS").


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                  NOW THEREFORE, the Company and the Buyer hereby agree as
follows:


         1. PURCHASE AND SALE OF SERIES A PREFERRED STOCK.

             a.     Purchase of Series A Preferred Stock. Subject to the
         satisfaction (or waiver) of the conditions set forth in Sections 6 and
         7 below, the Company shall issue and sell to the Buyers and the Buyers
         shall purchase from the Company an aggregate of 200 shares of Series A
         Preferred Stock, in the respective amounts set forth opposite each
         Buyer's name on the Schedule of Buyers (the "CLOSING").

              b.    Closing Date. The date and time of the Closing (the
         "CLOSING DATE") shall be 10:00 a.m. Eastern Standard Time, within five
         (5) business days following the date hereof, subject to notification
         of satisfaction (or waiver) of the conditions to the Closing set forth
         in Sections 6 and 7 below (or such later date as is mutually agreed to
         by the Company and the Buyer). The Closing shall occur on the Closing
         Date at the offices of Sims Moss Kline & Davis LLP, 400 Northpark Town
         Center, Suite 310, 1000 Abernathy Road, N.E., Atlanta, Georgia 30328.

              c.    Form of Payment. On the Closing Date, (i) each Buyer shall
         pay the purchase price to the Company for the Series A Preferred
         Shares to be issued and sold to such Buyer at the Closing, by wire
         transfer of immediately available funds in accordance with the Escrow
         Agreement between the parties, dated as of January 6, 2000 and (ii)
         the Company shall deliver to each Buyer, certificates representing
         such Series A Preferred Shares which such Buyer is then purchasing (as
         indicated opposite such Buyer's name on the Schedule of Buyers), duly
         executed on behalf of the Company and registered in the name of such
         Buyer or its designee (the "CERTIFICATES") and the Warrants.

         2.   BUYER'S REPRESENTATIONS AND WARRANTEES.

         Each Buyer represents and warrants with respect to only itself that:

              a.    Investment Purpose. Such Buyer (i) is acquiring the Series
         A Preferred Shares, (ii) upon conversion of the Series A Preferred
         Shares, will acquire the Conversion Shares then issuable, (iii) will
         acquire any Warrants issuable, and (iv) upon exercise of the Warrants,
         will acquire the shares of common stock of EMD issuable upon exercise
         thereof (the "WARRANT SHARES") for its own account for investment only
         and not with a view towards, or for resale in connection with, the
         public sale or distribution thereof, except pursuant to sales
         registered or exempted under the 1933 Act; provided, however, that by
         making the representations herein, such Buyer does not agree to hold
         any Series A Preferred Shares, Conversion Shares, Warrants, or Warrant
         Shares for any minimum or other specific term and reserves the right
         to dispose of Series A Preferred Shares, Conversion Shares,


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         Warrants, or Warrant Shares at any time in accordance with or pursuant
         to a registration statement or an exemption under the 1933 Act.

              b.    Accredited Investor Status. Such Buyer is an "accredited
         investor" as that term is defined in Rule 501(a)(3) of Regulation D.

              c.    Reliance on Exemptions. Such Buyer understands that the
         Series A Preferred Shares, the Conversion Shares, the Warrants, and
         the Warrant Shares are being offered and sold to it in reliance on
         specific exemptions from the registration requirements of United
         States federal and state securities laws and that the Company is
         relying in part upon the truth and accuracy of, and such Buyer's
         compliance with, the representations, warranties, agreements,
         acknowledgments and understandings of such Buyer set forth herein in
         order to determine the availability of such exemptions and the
         eligibility of such Buyer to acquire such securities.

              d.    Information. Such Buyer and its advisors, if any, have
         been furnished with all materials relating to the business, finances
         and operations of the Company and materials relating to the offer and
         sale of the Series A Preferred Shares, the Conversion Shares, the
         Warrants, and the Warrant Shares, which have been requested by such
         Buyer. Such Buyer and its advisors, if any, have been afforded the
         opportunity to ask questions of the Company. Neither such inquiries
         nor any other due diligence investigations conducted by such Buyer or
         its advisors, if any, or its representatives shall modify, amend or
         affect such Buyer's right to rely on the Company's representations and
         warranties contained in Section 3 below. Such Buyer understands that
         its investment in the Series A Preferred Shares, the Conversion
         Shares, the Warrants, and the Warrant Shares involves a high degree of
         risk. Such Buyer has sought such accounting, legal and tax advice as
         it has considered necessary to make an informed investment decision
         with respect to its acquisition of the Series A Preferred Shares, the
         Conversion Shares, the Warrants, and the Warrant Shares.

              e.    No Governmental Review. Such Buyer understands that no
         United States federal or state agency or any other government or
         governmental agency has passed on or made any recommendation or
         endorsement of the Series A Preferred Shares, the Conversion Shares,
         the Warrants, and the Warrant Shares or the fairness or suitability of
         the investment in the Series A Preferred Shares, the Conversion
         Shares, the Warrants, or the Warrant Shares nor have such authorities
         passed upon or endorsed the merits of the offering of the Series A
         Preferred Shares, the Conversion Shares, the Warrants, or the Warrant
         Shares.

              f.    Transfer or Resale. Such Buyer understands that except as
         provided in the Registration Rights Agreement: (i) the Series A
         Preferred Shares, the Conversion Shares, the Warrants, and the Warrant
         Shares have not been and are not being registered under the 1933 Act
         or any state securities laws, and may not be offered for sale, sold,
         assigned or transferred unless (a) subsequently registered thereunder,
         (b) such Buyer shall have delivered to the Company an opinion of
         counsel, in a generally acceptable form, to the effect that such


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         securities to be sold, assigned or transferred may be sold, assigned
         or transferred pursuant to an exemption from such registration, or (c)
         such Buyer provides the Company with reasonable assurance that such
         securities can be sold, assigned or transferred pursuant to Rule 144
         promulgated under the 1933 Act, (ii) any sale of such securities made
         in reliance on Rule 144 (or a successor rule thereto) ("RULE 144") may
         be made only in accordance with the terms of Rule 144 and further, if
         Rule 144 is not applicable, any resale of such 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 defined
         in the 1933 Act) may require compliance with some other exemption
         under the 1933 Act or the rules and regulations of the SEC thereunder;
         and (iii) neither the Company nor any other person is under any
         obligation to register such securities under the 1933 Act or any state
         securities laws or to comply with the terms and conditions of any
         exemption thereunder.

              g.    Legends. Such Buyer understands that the certificates or
         other instruments representing the Series A Preferred Shares, the
         Warrants and, until such time as the sale of the Conversion Shares
         have been registered under the 1933 Act as contemplated by the
         Registration Rights Agreement, the stock certificates representing the
         Conversion Shares, and the Warrant Shares shall bear a restrictive
         legend in substantially the following form (and a stop transfer order
         may be placed against transfer of such stock certificates):

              THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
              REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
              APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN
              ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD,
              TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
              REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
              ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR
              AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT
              REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE
              SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
              ACT.

              The legend set forth above shall be removed and the Company shall
         issue a certificate without such legend to the holder of the Series A
         Preferred Shares, the Conversion Shares, the Warrants, or the Warrant
         Shares upon which it is stamped, if, unless otherwise required by
         state securities laws, (i) the sale of the Conversion Shares or the
         Warrant Shares is registered under the 1933 Act, (ii) in connection
         with a sale transaction, such holder provides the Company with an
         opinion of counsel, in a generally acceptable form, to the effect that
         a public sale, assignment or transfer of the Series A Preferred
         Shares, the Conversion Shares, the Warrants, or the Warrant Shares may
         be made without registration


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         under the 1933 Act, or (iii) such holder provides the Company with
         reasonable assurances that the Series A Preferred Shares, the
         Conversion Shares, the Warrants, or the Warrant Shares can be sold
         pursuant to Rule 144 without any restriction as to the number of
         securities acquired as of a particular date that can then be
         immediately sold.

              h.    Authorization, Enforcement. This Agreement has been duly
         and validly authorized, executed and delivered on behalf of such Buyer
         and is a valid and binding agreement of such Buyer enforceable in
         accordance with its terms, subject as enforceability to general
         principles of equity and to applicable bankruptcy, insolvency,
         reorganization, moratorium, liquidation and other similar laws
         relating to, or affecting generally, the enforcement of applicable
         creditors' rights and remedies.

              i.    Residency. Such Buyer is a resident of that country
         specified in its address on the Schedule of Buyers.

              j.    No Scheme to Evade Registration. Buyer represents and
         warrants to the Company that the acquisition of the Series A Preferred
         Shares and the Conversion Shares is not a transaction (or any element
         of a series of transactions) that is part of a plan or scheme by the
         Buyer to evade the registration provisions of the 1933 Act.

         3.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

         The Company represents and warrants to each of the Buyers that:

              a.    Organization and Qualification. The Company and EMD are
         corporations duly organized and validly existing in good standing
         under the laws of the jurisdiction in which they are incorporated, and
         have the requisite corporate power to own their properties and to
         carry on their business as now being conducted. Each of the Company
         and EMD is duly qualified as a foreign corporation to do business and
         is in good standing in every jurisdiction in which the nature of the
         business conducted by it makes such qualification necessary, except to
         the extent that the failure to be so qualified or be in good standing
         would not have a material adverse effect on the Company and EMD taken
         as a whole.

              b.    Authorization, Enforcement, Compliance with Other
         Instruments. (i) The Company has the requisite corporate power and
         authority to enter into and perform this Agreement, the Registration
         Rights Agreement and any related agreements, and to issue the Series A
         Preferred Shares, the Conversion Shares, and cause to be issued the
         Warrants, and the Warrant Shares in accordance with the terms hereof
         and thereof, (ii) the execution and delivery of this Agreement, the
         Registration Rights Agreement and any related agreements by the
         Company and the consummation by it of the transactions contemplated
         hereby and thereby, including without limitation the issuance of the
         Series A Preferred Shares and the Warrants and the reservation for
         issuance and the issuance of the Conversion Shares and the Warrant
         Shares issuable upon conversion or exercise thereof, have been duly
         authorized by


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         the Company's Board of Directors and no further consent or
         authorization is required by the Company, its Board of Directors or
         its stockholders, (iii) this Agreement and the Registration Rights
         Agreement and any related agreements have been duly executed and
         delivered by the Company, (iv) this Agreement, the Registration Rights
         Agreement and any related agreements constitute the valid and binding
         obligations of the Company enforceable against the Company in
         accordance with their terms, except as such enforceability may be
         limited by general principles of equity or applicable bankruptcy,
         insolvency, reorganization, moratorium, liquidation or similar laws
         relating to, or affecting generally, the enforcement of creditors'
         rights and remedies, and (v) prior to the Closing Date, the
         Certificate of Designations has been filed with the Secretary of State
         of the State of Delaware and will be in full force and effect,
         enforceable against the Company in accordance with its terms.

              c.    Capitalization. As of the date hereof, the authorized
         capital stock of the Company consists of 50,000,000 shares of Common
         Stock, of which as of the date hereof 6,495,828 shares were issued and
         outstanding, and 10,000,000 shares of Preferred Stock of which no
         shares of preferred stock were issued and outstanding. All of such
         outstanding shares have been validly issued and are fully paid and
         nonassessable. Except as disclosed in Schedule 3(c), no shares of
         Common Stock or preferred stock are subject to preemptive rights or
         any other similar rights or any liens or encumbrances suffered or
         permitted by the Company. Except as disclosed in Schedule 3(c), as of
         the effective date of this Agreement, (i) there are no outstanding
         options, warrants, scrip, rights to subscribe to, calls or commitments
         of any character whatsoever relating to, or securities or rights
         convertible into, any shares of capital stock of the Company, or
         contracts, commitments, understandings or arrangements by which the
         Company is or may become bound to issue additional shares of capital
         stock of the Company or options, warrants, scrip, rights to subscribe
         to, calls or commitments of any character whatsoever relating to, or
         securities or rights convertible into, any shares of capital stock of
         the Company, (ii) there are no outstanding debt securities and (iii)
         there are no agreements or arrangements under which the Company is
         obligated to register the sale of any of their securities under the
         1933 Act (except the Registration Rights Agreement). There are no
         securities or instruments containing anti-dilution or similar
         provisions that will be triggered by the issuance of the Series A
         Preferred Shares, the Conversion Shares, the Warrants, or the Warrant
         Shares as described in this Agreement. The Company has furnished to
         the Buyer true and correct copies of the Company's Articles of
         Incorporation, as amended and as in effect on the date hereof (the
         "ARTICLES OF INCORPORATION"), and the Company's By-laws, as in effect
         on the date hereof (the "BY-LAWS"), and the terms of all securities
         convertible into or exercisable for Common Stock and the material
         rights of the holders thereof in respect thereto.

              d.    Issuance of Securities. The Series A Preferred Shares are
         duly authorized and, upon issuance in accordance with the terms
         hereof, shall be (i) validly issued, fully paid and nonassessable, are
         free from all taxes, liens and charges with respect to the issue
         thereof and are entitled to the rights and preferences set forth in
         the Series A Preferred Shares. The Conversion Shares issuable upon
         conversion of the Series A Preferred Shares have been duly


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         authorized and reserved for issuance. Upon conversion or exercise in
         accordance with the Series A Preferred Shares or the Warrants, the
         Conversion Shares and the Warrant Shares will be validly issued, fully
         paid and nonassessable and free from all taxes, liens and charges with
         respect to the issue thereof, with the holders being entitled to all
         rights accorded to a holder of Common Stock.

              e.    No Conflicts. Except as disclosed in Schedule 3(e), the
         execution, delivery and performance of this Agreement by the Company
         and the consummation by the Company of the transactions contemplated
         hereby will not (i) result in a material violation of the Articles of
         Incorporation, any preferences and rights of any outstanding series of
         preferred stock of the Company or By-laws or (ii) conflict with or
         constitute a default (or an event which with notice or lapse of time
         or both would become a default) under, or give to others any rights of
         termination, amendment, acceleration or cancellation of, any material
         agreement, indenture or instrument to which the Company or EMD is a
         party, or result in a violation of any law, rule, regulation, order,
         judgment or decree (including federal and state securities laws and
         regulations and the rules and regulations of the principal market or
         exchange on which the Common Stock is traded or listed) applicable to
         the Company or EMD or by which any property or asset of the Company or
         EMD is bound or affected. Except as disclosed in Schedule 3(e),
         neither the Company nor EMD is in violation of any term of or in
         default under its Articles of Incorporation or Bylaws or their
         organizational charter or by-laws, respectively, or any material
         contract, agreement, mortgage, indebtedness, indenture, instrument,
         judgment, decree or order or any statute, rule or regulation
         applicable to the Company or EMD. To the knowledge of the Company, the
         business of the Company and EMD are not being conducted, and shall not
         be conducted in violation of any law, ordinance, or regulation of any
         governmental entity. Except as specifically contemplated by this
         Agreement and as required under the 1933 Act and any applicable state
         securities laws, the Company is not required to obtain any consent,
         authorization or order of, or make any filing or registration with,
         any court or governmental agency in order for it to execute, deliver
         or perform any of its obligations under or contemplated by this
         Agreement or the Registration Rights Agreement in accordance with the
         terms hereof or thereof except as disclosed in Schedule 3(e). All
         consents, authorizations, orders, filings and registrations which the
         Company is required to obtain pursuant to the preceding sentence have
         been obtained or effected on or prior to the date hereof.

              f.    SEC Documents: Financial Statements. Since January 1,
         1999, the Company has filed all reports, schedules, forms, statements
         and other documents required to be filed by it with the SEC pursuant
         to the reporting requirements of the Securities Exchange Act of 1934,
         as amended (the "1934 ACT") (all of the foregoing filed prior to the
         date hereof and all exhibits included therein and financial statements
         and schedules thereto and documents incorporated by reference therein,
         being hereinafter referred to as the "SEC DOCUMENTS"). The Company has
         delivered to the Buyer or its representative true and complete copies
         of the SEC Documents. As of their respective dates, the financial
         statements of the Company attached as Schedule 3(f) hereto (the
         "FINANCIAL STATEMENTS") complied as to form in all


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         material respects with applicable accounting requirements and the
         published rules and regulations of the SEC with respect thereto. Such
         financial statements have been prepared in accordance with generally
         accepted accounting principles, consistently applied, during the
         periods involved (except (i) as may be otherwise indicated in such
         financial statements or the notes thereto, or (ii) in the case of
         unaudited interim statements, to the extent they may exclude footnotes
         or may be condensed or summary statements) and fairly present in all
         material respects the financial position of the Company as of the
         dates thereof and the results of its operations and cash flows for the
         periods then ended (subject, in the case of unaudited statements, to
         normal year-end audit adjustments).

              g.    Absence of Certain Changes. Except as disclosed in Schedule
         3(g), since January 1, 1999, there has been no material adverse change
         and no material adverse development in the business, properties,
         operations, financial condition, results of operations or prospects of
         the Company or EMD. The Company has not taken any steps, and does not
         currently expect to take any steps, to seek protection pursuant to any
         bankruptcy law nor does the Company or EMD have any knowledge or
         reason to believe that its creditors intend to initiate involuntary
         bankruptcy proceedings.

              h.    Absence of Litigation. There is no action, suit,
         proceeding, inquiry or investigation before or by any court, public
         board, government agency, self-regulatory organization or body pending
         or, to the knowledge of the Company or any of its EMD against or
         affecting the Company, the Common Stock or EMD, wherein an unfavorable
         decision, ruling or finding would (i) have a material adverse effect
         on the transactions contemplated hereby (ii) adversely affect the
         validity or enforceability of, or the authority or ability of the
         Company to perform its obligations under, this Agreement or any of the
         documents contemplated herein or (iii), except as expressly set forth
         in Schedule 3(h), have a material adverse effect on the business,
         operations, properties, financial condition or results of operation of
         the Company and EMD taken as a whole.

              i.    Acknowledgment Regarding Buyer's Purchase of Series A
         Preferred Shares. The Company acknowledges and agrees that the Buyer
         is acting solely in the capacity of an arm's length purchaser with
         respect to this Agreement and the transactions contemplated hereby.

              j.    No Undisclosed Events, Liabilities, Developments or
         Circumstances. No event, liability, development or circumstance has
         occurred or exists, or is contemplated to occur, with respect to the
         Company or EMD's respective business, properties, prospects,
         operations or financial condition, which could be material but which
         has not been publicly announced or disclosed in writing to the Buyer.

              k.    No General Solicitation. Neither the Company, nor any of
         its affiliates, nor any person acting on its or their behalf, has
         engaged in any form of general solicitation or general advertising
         (within the meaning of Regulation D under the 1933 Act) in connection


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         with the offer or sale of the Series A Preferred Shares, the
         Conversion Shares, the Warrants, or the Warrant Shares.

              1.    No Integrated Offering. Neither the Company, nor any of
         its affiliates, nor any person acting on its or their behalf has,
         directly or indirectly, made any offers or sales of any security or
         solicited any offers to buy any security, under circumstances that
         would require registration of the Series A Preferred Shares, the
         Conversion Shares, the Warrants, and the Warrant Shares under the 1933
         Act or cause this offering of Series A Preferred Shares, the
         Conversion Shares, the Warrants, or the Warrant Shares to be
         integrated with prior offerings by the Company for purposes of the
         1933 Act or any applicable stockholder approval provisions.

              m.    Employee Relations. Neither the Company nor EMD is involved
         in any labor dispute nor, to the knowledge of the Company or EMD in
         any such dispute threatened. Neither the Company nor EMD's employees
         is a member of a union and the Company and EMD believe that their
         relations with their employees are good.

              n.    Title. The Company and EMD have good and marketable title
         in fee simple to all real property and good and marketable title to
         all personal property owned by them which is material to the business
         of the Company and EMD, in each case free and clear of all liens,
         encumbrances and defects except such as are described in Schedule 3(n)
         or such as do not materially affect the value of such property and do
         not interfere with the use made and proposed to be made of such
         property by the Company and EMD. Any real property and facilities held
         under lease by the Company and EMD are held by them under valid,
         subsisting and enforceable leases with such exceptions as are not
         material and do not interfere with the use made and proposed to be
         made of such property and buildings by the Company and EMD.

             o.     Regulatory Permits. The Company and EMD possess all
         material certificates, authorizations and permits issued by the
         appropriate federal, state or foreign regulatory authorities necessary
         to conduct their respective businesses, and neither the Company nor
         any such subsidiary has received any notice of proceedings relating to
         the revocation or modification of any such certificate, authorization
         or permit.

             p.     Tax Status. Except as set forth on Schedule 3(p), the
         Company and EMD has made or filed all federal and state income and all
         other tax returns, reports and declarations required by any
         jurisdiction to which it is subject (unless and only to the extent
         that the Company and EMD has set aside on its books provisions
         reasonably adequate for the payment of all unpaid and unreported
         taxes) and has paid all taxes and other governmental assessments and
         charges that are material in amount, shown or determined to be due on
         such returns, reports and declarations, except those being contested
         in good faith and has set aside on its books provision reasonably
         adequate for the payment of all taxes for periods subsequent to the
         periods to which such returns, reports or declarations apply. There
         are no


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         unpaid taxes in any material amount claimed to be due by the taxing
         authority of any jurisdiction, and the officers of the Company know of
         no basis for any such claim.

             q.     Fees and Rights of First Refusal. The Company is not
         obligated to offer the securities offered hereunder on a right of
         first refusal basis or otherwise to any third parties including, but
         not limited to, current or former shareholders of the Company,
         underwriters, brokers, agents or other third parties.

             r.     Shareholder Approval. The Company covenants to submit to
         its shareholders at its next shareholder meeting a proposal for
         ratification of the issuance of the Series A Preferred Shares and the
         Conversion Shares, if and as required by the rules of the National
         Association of Securities Dealers, Inc. (the "NASD") applicable to the
         transaction.

              s.    Dilution. The Company acknowledges that issuance of the
         Conversion Shares upon conversion of the Series A Preferred Shares
         will result in dilution of the outstanding shares of Common Stock ,
         which dilution may be substantial under certain market conditions. The
         Company further acknowledges that its obligation to issue the
         Conversion Shares upon conversion of the Series A Preferred Shares in
         accordance with the terms of the Amendment is unconditional and
         absolute, subject to the limitations set forth herein and in the
         Amendment, regardless of the effect of any such dilution.

         4.   COVENANTS.

              a.    Best Efforts. Each party shall use its best efforts timely
         to satisfy each of the conditions to be satisfied by it as provided in
         Sections 6 and 7 of this Agreement.

              b.    Form D. The Company agrees to file a Form D with respect to
         the Series A Preferred Shares and the Conversion Shares as required
         under Regulation D and to provide a copy thereof to each Buyer
         promptly after such filing. The Company shall, on or before the
         Closing Date, take such action as the Company shall reasonably
         determine is necessary to qualify the Series A Preferred Shares and
         the Conversion Shares for, or obtain exemption for the Series A
         Preferred Shares and the Conversion Shares for, sale to the Buyers at
         the Closing pursuant to this Agreement under applicable securities or
         "Blue Sky" laws of the states of the United States, and shall provide
         evidence of any such action so taken to the Buyers on or prior to the
         Closing Date.

              c.    Reporting Status. Until the earlier of (i) the date as of
         which the Investors (as that term is defined in the Registration
         Rights Agreement) may sell all of the Conversion Shares without
         restriction pursuant to Rule 144(k) promulgated under the 1933 Act (or
         successor thereto), or (ii) the date on which (A) the Investors shall
         have sold all the Conversion Shares and (B) none of the Series A
         Preferred Shares is outstanding (the "REGISTRATION PERIOD"), the
         Company shall file all reports required to be filed with the SEC
         pursuant to the 1934 Act, and the Company shall not terminate its
         status as an issuer required


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         to file reports under the 1934 Act even if the 1934 Act or the rules
         and regulations thereunder would otherwise permit such termination.

              d.    Use of Proceeds. The Company will use the proceeds from
         the sale of the Series A Preferred Shares for substantially the same
         purposes and in substantially the same amounts as indicated in
         Schedule 4(d).

              e.    Financial Information. The Company agrees to send the
         following to each Buyer during the Registration Period: (i) within
         five (5) days after the filing thereof with the SEC, a copy of its
         Annual Reports on Form 10-KSB, its Quarterly Reports on Form 10-QSB,
         any Current Reports on Form 8-KSB and any registration statements or
         amendments filed pursuant to the 1933 Act; (ii) within one (1) day
         after release thereof, copies of all press releases issued by the
         Company or any of its subsidiaries and (ii) copies of the same notices
         and other information given to the stockholders of the Company
         generally, contemporaneously with the giving thereof to the
         stockholders.

              f.    Reservation of Shares. The Company shall take all action
         necessary to at all times have authorized, and reserved for the
         purpose of issuance, no less than 100% of the number of shares of
         Common Stock needed to provide for the issuance of the Conversion
         Shares and Warrant Shares; provided that all shares of the Common
         Stock authorized and not otherwise reserved for other purposes as of
         the date hereof shall be reserved for the purpose of issuance of the
         Conversion Shares.

              g.    Listings. The Company shall promptly secure the listing of
         all Registrable Securities (as defined in the Registration Rights
         Agreement) upon each national securities exchange or automated
         quotation system, if any, upon which shares of Common Stock are then
         listed (subject to official notice of issuance) and shall maintain, so
         long as any other shares of Common Stock shall be so listed, such
         listing of all Conversion Shares from time to time issuable under the
         terms of this Agreement and the Registration Rights Agreement. The
         Company shall maintain the Common Stock's authorization for quotation
         in the over-the counter market. The Company shall promptly provide to
         each Buyer copies of any notices it receives regarding the continued
         eligibility of the Common Stock for trading on the Nasdaq SmallCap
         Market.

              h.    Expenses. Each of the Company and the Buyer shall pay all
         costs and expenses incurred by such party in connection with the
         negotiation, investigation, preparation, execution and delivery of
         this Agreement and the Registration Rights Agreement.

              i.    Warrant Issuances. At Closing, the Company shall cause to
         be issued to each Buyer warrants to acquire 50,000 shares of common
         stock, par value $.001 of its majority owned subsidiary Electronic
         Medical Distribution, Inc. for each one million dollars ($1,000,000)
         invested in the form as attached as Exhibit "C" hereto (the "EMD
         WARRANTS").


                                      11
<PAGE>   12

         The Company shall, in addition to the EMD Warrants otherwise issuable
         hereunder, issue to each Buyer such Warrants (the "LOCK-UP WARRANTS")
         as may be issuable to a Buyer pursuant to Section 2(i) of the
         Amendment. Each Warrant issued hereunder (including pursuant to
         Section 2(i) of the Amendment) shall be immediately exercisable and
         shall expire (to the extent not exercised) on the fifth (5th)
         anniversary of its issuance date.

              j.    No Short Sales of the Common Stock. So long as (i) a Buyer
         or any of its affiliates beneficially owns any of Series A Preferred
         Shares, (ii) the Company has not issued any publicly traded
         convertible securities and (iii) the Issuer is not in material default
         under the terms of the Series A Preferred Shares, each Buyer and its
         affiliates shall not directly or indirectly engage in any short sales
         or third party short sales of the Company's Common Stock or hold a
         "put equivalent position" with respect to the Common Stock (as defined
         in Rule 16a-1 under the 1934 Act).

              k.    Right of First Refusal. The Company agrees to provide the
         Buyer with a right of first refusal with respect to subsequent
         financings, as follows: The Company shall not, without the prior
         written consent of the Buyer, offer or sell any of its equity
         securities in a transaction intended to be exempt or not subject to
         registration under the Securities Act (a "Subsequent Placement") until
         the earlier of (i) the termination of the Pledge Agreement dated of
         even date herewith by and among certain shareholders of the Company
         and the Buyer, or (ii) the Registration Deadline, as such term is
         defined in the Registration Rights Agreement, other than (x) the
         granting of options or warrants to employees, officers and directors,
         and the issuance of shares upon exercise of options granted, under any
         stock option plan heretofore or hereinafter duly adopted by the
         Company, (y) shares of Common Stock issuable upon exercise of
         currently outstanding options and warrants and upon conversion of any
         currently outstanding convertible securities of the Company, and (z)
         shares of Common Stock issuable upon conversion of the Series A
         Preferred Shares, unless (A) the Company delivers to the Buyer a
         written notice (the "Subsequent Placement Notice") of its intention to
         effect such Subsequent Placement, which Subsequent Placement Notice
         shall describe in reasonable detail the proposed terms of such
         Subsequent Placement, the amount of proceeds intended to be raised
         thereunder, the entity with which such Subsequent Placement shall be
         effected, and attached to which shall be a term sheet or similar
         document relating thereto and (B) the Buyer shall not have notified
         the Company by 5:30 p.m. (New York City time) on the third business
         day after the delivery of the Subsequent Placement Notice of its
         willingness to provide financing to the Company on the same terms set
         forth in the Subsequent Placement Notice. If the Buyer shall notify
         the Company of its willingness to so provide financing on such terms,
         the Buyer shall provide such financing, but the Company shall not be
         required in any event to accept financing from the Buyer in an amount
         less than or in excess of the amount set forth in the Subsequent
         Placement Notice. If the Buyer shall fail to notify the Company of its
         intention to provide such financing, the Company may effect the
         Subsequent Placement substantially upon the terms and to the entity or
         entities (or affiliates thereof) set forth in the Subsequent Placement
         Notice;


                                      12
<PAGE>   13

         provided, that the Company shall provide the Buyer with a second
         Subsequent Placement Notice, and the Buyer shall again have the right
         of first refusal as herein set forth, if the Subsequent Placement
         subject to the initial Subsequent Placement Notice shall not have been
         consummated for any reason on the terms set forth in such Subsequent
         Placement Notice within sixty business days after the date of the
         initial Subsequent Placement Notice .

         5.   TRANSFER AGENT INSTRUCTIONS.

         The Company shall issue irrevocable instructions to its transfer agent
to issue certificates, registered in the name of the Buyer or its respective
nominee(s), for the Conversion Shares and Warrant Shares in such amounts as
specified from time to time by the Buyer to the Company upon conversion of the
Series A Preferred Shares or exercise of the Warrants (the "IRREVOCABLE
TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares
and Warrant Shares under the 1933 Act, all such certificates shall bear the
restrictive legend specified in Section 2(g) of this Agreement. The Company
warrants that no instruction other than the Irrevocable Transfer Agent
Instructions referred to in this Section 5, and stop transfer instructions to
give effect to Section 2(g) hereof (in the case of the Conversion Shares and
Warrant Shares, prior to registration of such shares under the 1933 Act) will
be given by the Company to its transfer agent and that the Series A Preferred
Shares, the Conversion Shares, the Warrants, and the Warrant Shares shall
otherwise be freely transferable on the books and records of the Company as and
to the extent provided in this Agreement and the Registration Rights Agreement.
Nothing in this Section 5 shall affect in any way the Buyer's obligations and
agreement to comply with all applicable securities laws upon resale of the
Series A Preferred Shares, the Conversion Shares, the Warrants, and the Warrant
Shares. If the Buyer provides the Company with an opinion of counsel,
satisfactory in form and substance to the Company, that registration of a
resale by the Buyer of any of the Series A Preferred Shares, the Conversion
Shares, the Warrants, or the Warrant Shares is not required under the 1933 Act,
the Company shall permit the transfer, and, in the case of the Conversion
Shares or the Warrant Shares, promptly instruct its transfer agent to issue one
or more certificates in such name and in such denominations as specified by the
Buyer.

         6.   CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.

         The obligation of the Company hereunder to issue and sell the Series A
Preferred Shares to the Buyer at the Closing is subject to the satisfaction, at
or before the Closing Date, of each of the following conditions, provided that
these conditions are for the Company's sole benefit and may be waived by the
Company at any time in its sole discretion:

              a.    The Buyer shall have executed this Agreement and the
         Registration Rights Agreement and delivered the same to the Company.

              b.    The Amendment shall have been filed with the Secretary of
         State of the State of Georgia.


                                      13
<PAGE>   14

              c.    The Buyer shall have delivered to the Company the Purchase
         Price for the Series A Preferred Shares being purchased by the Buyer
         at the Closing by wire transfer of immediately available funds
         pursuant to the wire instructions provided by the Company.

              d.     The representations and warranties of the Buyer shall be
         true and correct in all material respects as of the date when made and
         as of the Closing Date as though made at that time (except for
         representations and warranties that speak as of a specific date), and
         the Buyer shall have performed, satisfied and complied in all material
         respects with the covenants, agreements and conditions required by
         this Agreement to be performed, satisfied or complied with by the
         Buyer at or prior to the Closing Date.

         7.   CONDITIONS TO THE BUYER'S OBLIGATION TO PURCHASE.

         The obligation of the Buyer hereunder to purchase the Series A
Preferred Shares at the Closing is subject to the satisfaction, at or before
the Closing Date, of each of the following conditions, provided that these
conditions are for the Buyer's sole benefit and may be waived by the Buyer at
any time in its sole discretion:

              a.    The Company shall have executed this Agreement and the
         Registration Rights Agreement, and delivered the same to the Buyer.

              b.    The Common Stock shall be authorized for quotation on the
         Nasdaq SmallCap Market and trading in the Common Stock shall not have
         been suspended for any reason and all of the Conversion Shares
         issuable upon conversion of the Series A Preferred Shares shall be
         approved for listing.
              c.    The representations and warranties of the Company shall be
         true and correct in all material respects (except to the extent that
         any of such representations and warranties is already qualified as to
         materiality in Section 3 above, in which case, such representations
         and warranties shall be true and correct without further
         qualification) as of the date when made and as of the Closing Date as
         though made at that time (except for representations and warranties
         that speak as of a specific date) and the Company shall have
         performed, satisfied and complied in all material respects with the
         covenants, agreements and conditions required by this Agreement to be
         performed, satisfied or complied with by the Company at or prior to
         the Closing Date. The Buyer shall have received a certificate,
         executed by the Chief Executive Officer of the Company, dated as of
         the Closing Date, to the foregoing effect and as to such other matters
         as may be reasonably requested by the Buyer including, without
         limitation an update as of the Closing Date regarding the
         representation contained in Section 3(c) above.


                                      14
<PAGE>   15

              d.    The Buyer shall have received the opinion of the Company's
         counsel dated as of the Closing Date, in form, scope and substance
         reasonably satisfactory to the Buyer and in substantially the form of
         Exhibit "D" attached hereto.

              e.    The Company shall have executed and delivered to the Buyer
         the Certificates (in such denominations as the Buyer shall request)
         for the Series A Preferred Shares being purchased by the Buyer at the
         Closing.

              f.    The Board of Directors of the Company shall have adopted
         the resolutions in substantially the form of Exhibit "E" attached
         hereto.

              g.    As of the Closing Date, the Company shall as of the
         Closing Date have reserved out of its authorized and unissued Common
         Stock, solely for the purpose of effecting the conversion of the
         Series A Preferred Shares, such number of shares of Common Stock equal
         to or greater than 100% of the number of shares of Common Stock for
         which are issuable upon conversion of all of the Series A Preferred
         Shares, and the Warrant Shares could be issued at any time under this
         Agreement.

              h.    The Irrevocable Transfer Agent Instructions, in form and
         substance satisfactory to the Buyer, shall have been delivered to and
         acknowledged in writing by the Company's transfer agent.


                                      15
<PAGE>   16
         8.   INDEMNIFICATION.

         In consideration of the Buyer's execution and delivery of this
Agreement and acquiring the Series A Preferred Shares, the Conversion Shares,
and the Warrants, and the Warrant Shares hereunder and in addition to all of
the Company's other obligations under this Agreement, the Company shall defend,
protect, indemnify and hold harmless the Buyer and each other holder of the
Series A Preferred Shares, the Conversion Shares, and the Warrants, and the
Warrant Shares and all of their officers, directors, employees and agents
(including, without limitation, those retained in connection with the
transactions contemplated by this Agreement) (collectively, the "INDEMNITEES")
from and against any and all actions, causes of action, suits, claims, losses,
costs, penalties, fees, liabilities and damages, and expenses in connection
therewith (irrespective of whether any such Indemnitee is a party to the action
for which indemnification hereunder is sought), and including reasonable
attorneys' fees and disbursements (the "INDEMNIFIED LIABILITIES"), incurred by
the Indemnitees or any of them as a result of, or arising out of, or relating
to (a) any misrepresentation or breach of any representation or warranty made
by the Company in this Agreement, the Series A Preferred Shares, the Warrants,
or the Registration Rights Agreement or any other certificate, instrument or
document contemplated hereby or thereby, (b) any breach of any covenant,
agreement or obligation of the Company contained in this Agreement, the
Certificate of Designations, the Warrants, or the Registration Rights Agreement
or any other certificate, instrument or document contemplated hereby or
thereby, or (c) any cause of action, suit or claim brought or made against such
Indemnitee and arising out of or resulting from the execution, delivery,
performance or enforcement of this Agreement or any other instrument, document
or agreement executed pursuant hereto by any of the Indemnities, any
transaction financed or to be financed in whole or in part, directly or
indirectly, with the proceeds of the issuance of the Series A Preferred Shares
or the status of the Buyer or holder of the Series A Preferred Shares, the
Warrants, or the Conversion Shares or the Warrant Shares, as an investor in the
Company, except for any Indemnified Liability which directly or primarily
results from the particular Indemnitee's gross negligence or willful misconduct
for which such holder shall indemnify the Company in the same manner as
provided in this Section 8. To the extent that the foregoing undertaking by the
Company may be unenforceable for any reason, the Company shall make the maximum
contribution to the payment and satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law.

         9.   GOVERNING LAW: MISCELLANEOUS.

              a.    Governing Law. This Agreement shall be governed by and
         interpreted in accordance with the laws of the State of Georgia
         without regard to the principles of conflict of laws. Any dispute or
         controversy between the parties arising in connection with this
         agreement or the subject matter contemplated by this agreement shall
         be resolved by arbitration before a three-member panel of the American
         Arbitration Association in accordance with the commercial arbitration
         rules of said forum and the Federal Arbitration Act, 9 U.S.C. 1 et
         seq., with the resulting award being final and conclusive. Said
         arbitrators shall be empowered to award all forms of relief and
         damages claimed, including, but not limited to, attorney's fees,
         expenses of litigation and arbitration, exemplary damages, and


                                      16
<PAGE>   17

         prejudgment interest. Notwithstanding the foregoing, Buyer may at any
         time and at its option, whether or not an arbitration action is then
         pending, initiate a civil action for temporary and permanent
         injunctive and other equitable relief against Company. Company
         acknowledges that upon any breach of Buyer's conversion rights
         hereunder, Buyer's resulting injury may not be adequately compensated
         by a remedy at law. Accordingly, upon such breach, Buyer, at its
         election and without limitation of its other remedies, shall be
         entitled to pursue a claim for specific performance of this Agreement,
         and Company hereby waives the right to assert any defense thereto that
         Purchaser has an adequate remedy at law. The parties further agree
         that any arbitration action between them shall be heard in Atlanta,
         Georgia, and expressly consent to the jurisdiction and venue of the
         Superior Court of Fulton County, Georgia, and the United States
         District Court for the Northern District of Georgia, Atlanta Division
         for the adjudication of any civil action asserted pursuant to this
         Paragraph.

              b.    Counterparts. This Agreement may be executed in two or more
         identical counterparts, all of which shall be considered one and the
         same agreement and shall become effective when counterparts have been
         signed by each party and delivered to the other party. In the event
         any signature page is delivered by facsimile transmission, the party
         using such means of delivery shall cause four (4) additional original
         executed signature pages to be physically delivered to the other party
         within five (5) days of the execution and delivery hereof

              c.    Headings. The headings of this Agreement are for
         convenience of reference and shall not form part of, or affect the
         interpretation of, this Agreement.

              d.    Severability. 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 in that jurisdiction or the validity
         or enforceability of any provision of this Agreement in any other
         jurisdiction.

               e.   Entire Agreement, Amendments. This Agreement supersedes
         all other prior oral or written agreements between the Buyer, the
         Company, their affiliates and persons acting on their behalf with
         respect to the matters discussed herein, and this Agreement and the
         instruments referenced herein contain the entire understanding of the
         parties with respect to the matters covered herein and therein and,
         except as specifically set forth herein or therein, neither the
         Company nor any Buyer makes any representation, warranty, covenant or
         undertaking with respect to such matters. No provision of this
         Agreement may be waived or amended other than by an instrument in
         writing signed by the party to be charged with enforcement.

              f.    Notices. Any notices, consents, waivers, or other
         communications required or permitted to be given under the terms of
         this Agreement must be in writing and will be deemed to have been
         delivered (i) upon receipt, when delivered personally; (ii) upon
         receipt, when sent by facsimile, provided a copy is mailed by U.S.
         certified mail, return receipt requested; (iii) three (3) days after
         being sent by U.S. certified mail, return receipt requested, or (iv)
         one (1) day after deposit with a nationally recognized overnight
         delivery service, in


                                      17
<PAGE>   18

         each case properly addressed to the party to receive the same. The
         addresses and facsimile numbers for such communications shall be:


                                      18
<PAGE>   19

                  If to the Company:

                  5655 Peachtree Parkway
                  Atlanta, Georgia 30092
                  Attn: Chief Financial Officer

                Telephone: (770) 246-2000
                Facsimile: (770) 368-0784

                With a copy to (which shall not constitute notice):

                Raymond L. Moss, Esq.
                SIMS MOSS KLINE & DAVIS LLP
                400 Northpark Town Center, Suite 310
                1000 Abernathy Road, N.E.
                Atlanta, Georgia 30328

                Telephone: (770) 481-7201
                Facsimile: (770) 481-7210

                If to the Transfer Agent:

                American Stock Transfer
                40 Wall Street
                New York, New York  10005
                Attn: Wallace Chun

                Telephone:  (718) 921-8206
                Facsimile:  (718) 921-8336

         If to the Buyer, to its address and facsimile number on the Schedule
         of Buyers, with copies to the Buyer's counsel as set forth on the
         Schedule of Buyers. Each party shall provide five (5) days' prior
         written notice to the other party of any change in address or
         facsimile number.

              g.    Successors and Assigns. This Agreement shall be binding
         upon and inure to the benefit of the parties and their respective
         successors and assigns. The Company shall not assign this Agreement or
         any rights or obligations hereunder without the prior written consent
         of the Buyer. The Buyer may assign its rights hereunder without the
         consent of the Company, provided, however, that the Company is given
         written notice by such holder at the time of such transfer, stating
         the name and address of such transferee and any such assignment shall
         not release the Buyer from its obligations hereunder unless such
         obligations are assumed by such assignee and the Company has consented
         to such assignment and assumption.


                                      19
<PAGE>   20

              h.    No Third Party Beneficiaries. This Agreement is intended
         for the benefit of the parties hereto and their respective permitted
         successors and assigns, and is not for the benefit of, nor may any
         provision hereof be enforced by, any other person.

              i.    Survival. The representations and warranties of the Company
         and the Buyer contained in Sections 2 and 3, the agreements and
         covenants set forth in Sections 4, 5 and 9, and the indemnification
         provisions set forth in Section 8 shall survive for a period of one
         year following the Closing. The Buyer shall be responsible only for
         its own representations, warranties, agreements and covenants
         hereunder.

              j.    Publicity. The Company and the Buyer shall have the right
         to approve before issuance any press releases or any other public
         statements with respect to the transactions contemplated hereby;
         provided, however, that the Company shall be entitled, without the
         prior approval of the Buyer, to make any press release or other public
         disclosure with respect to such transactions as is required by
         applicable law and regulations (although the Buyer shall be consulted
         by the Company in connection with any such press release or other
         public disclosure prior to its release and shall be provided with a
         copy thereof).

             k.     Further Assurances. Each party shall do and perform, or
         cause to be done and performed, all such further acts and things, and
         shall execute and deliver all such other agreements, certificates,
         instruments and documents, as the other party may reasonably request
         in order to carry out the intent and accomplish the purposes of this
         Agreement and the consummation of the transactions contemplated
         hereby.

              1.    Termination. In the event that the Closing shall not have
         occurred with respect to the Buyer on or before five (5) business days
         from the date hereof due to the Company's or the Buyer's failure to
         satisfy the conditions set forth in Sections 6 and 7 above (and the
         nonbreaching party's failure to waive such unsatisfied condition(s)),
         the nonbreaching party shall have the option to terminate this
         Agreement with respect to such breaching party at the close of
         business on such date without liability of any party to any other
         party.

              m.    Placement Agent. The Company acknowledges that it has
         engaged Corpfin.com, Inc. as an agent in connection with the sale of
         the Series A Preferred Shares. The Company shall be responsible for
         the payment of any finder's fees (which includes cash and warrants to
         purchase Common Stock) relating to or arising out of the transactions
         contemplated hereby.

              n.    No Strict Construction. The language used in this Agreement
         will be deemed to be the language chosen by the parties to express
         their mutual intent, and no rules of strict construction will be
         applied against any party.

              o.    Independent Counsel. The parties to this Agreement
         acknowledge that the Company has received independent counsel form the
         law firm of Sims Moss Kline & Davis LLP which is acting as its
         counsel. Buyers have been advised by Sims Moss Kline & Davis


                                      20
<PAGE>   21

         LLP to seek independent advice with respect to the terms and
         conditions of this Agreement and any related agreements before signing
         them.

         10.    CONFIDENTIALITY.

                (a)   As much of the information and other material furnished
         under or in connection with this Agreement (whether furnished before,
         on or after the date hereof) as constitutes or contains confidential
         business, financial or other information of the Company or its
         subsidiaries, each Buyer covenants for itself, and, as applicable, for
         its directors, officers, affiliates and partners, that it will use due
         care to prevent its officers, directors, partners, employees, counsel,
         accountants and other representatives from disclosing such information
         to persons other than their respective authorized employees, counsel,
         accountants, shareholders, partners, limited partners and other
         authorized representatives. Notwithstanding the foregoing, if a Buyer
         is advised by such counsel that such disclosure or delivery is
         required by law, regulation or judicial or administrative order, then
         they may disclose or deliver such information or other after giving
         written notice to the Company of such requirements.

                For purposes of this Section 10(a), "due care" means at least
         the same level of care that a Buyer would use to protect the
         confidentiality of its own sensitive or proprietary information, and
         this obligation shall survive termination of this Agreement.

                (b)   To the extent that any of the information furnished by
         the Company to the Buyers hereof would constitute material, nonpublic
         information for purposes of the Exchange Act, Buyers agree not to
         engage in any purchase or sale of securities while in possession of
         such information and prior to the time that such information is made
         generally known to the public and Buyers agree to use due care to
         prevent their officers, directors, partners, employees, counsel and
         other representatives, who have been given access to such material,
         nonpublic information, from engaging in any such purchase or sale
         during such period.





                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      21
<PAGE>   22
         IN WITNESS WHEREOF, the Buyer and the Company have caused this
Securities Purchase Agreement to be duly executed as of the date first written
above.

                               "COMPANY"
                               BIOSHIELD TECHNOLOGIES, INC.



                               By: /s/ Timothy C. Moses
                                  --------------------------------------------
                               Name: Timothy C. Moses
                               Its:  Chairman of the Board and Chief Executive
                                     Officer




                               By: /s/ Jacques Elfersy
                                  --------------------------------------------
                               Name: Jacques Elfersy
                               Its:  Executive Vice President


                               "BUYER"
                               WILSON LLC



                               By: Navigator Management Ltd.
                                  --------------------------------------------

                               Name: By: David K. Sims
                                    ------------------------------------------

                               Title: Director
                                     -----------------------------------------


                                      22
<PAGE>   23

                               SCHEDULE OF BUYERS


<TABLE>
<CAPTION>
------------------------------------------------------------------------------
                                                          NUMBER OF SERIES
                                                          A PREFERRED
BUYER'S NAME      ADDRESS/FACSIMILE NUMBER OF BUYER       SHARES
------------------------------------------------------------------------------
<S>               <C>                                     <C>
WILSON LLC        c/o Citco Trustees (Cayman) Ltd.        200
                  Attn: David Sims
                  Corporate Centre, Windwood One
                  West Bay Road
                  P.O. Box 31106 SMB
                  Grand Cayman, Cayman Islands
                  284-494-4771
------------------------------------------------------------------------------
</TABLE>


                                      23
<PAGE>   24

                                 SCHEDULE 3(c)

                                 Capitalization

         None.


                                      24
<PAGE>   25

                                 SCHEDULE 3(e)

                                   Conflicts

         None.


                                      25
<PAGE>   26

                                 SCHEDULE 3(f)

                              Financial Statements

     Reference is made to all public filings made by the Company with the SEC
available at http://www.sec.gov/.


                                      26
<PAGE>   27

                                 SCHEDULE 3(h)

                                   Litigation

None.


                                      27
<PAGE>   28

                                 SCHEDULE 3(n)

                             Intellectual Property

None.


                                      28
<PAGE>   29

                                 SCHEDULE 3(n)

                                     Liens

None.


                                      29
<PAGE>   30

                                 SCHEDULE 3(p)

                                   Tax Status


None.


                                      30
<PAGE>   31

                                 SCHEDULE 4(d)

                                Use of Proceeds

Working capital.


                                      31