EXHIBIT 99.1


                   SECURITIES PURCHASE AGREEMENT (DEBENTURES)

         THIS SECURITIES  PURCHASE AGREEMENT (the "Agreement"),  dated as of the
date of  acceptance  set forth below,  is entered  into by and among  UniverCell
Holdings,  Inc., a Florida  corporation,  with headquarters located at 1 Randall
Avenue,  Baltimore,  MD 21208  (the  "Company"),  and each  entity  named on the
signature page hereto as a buyer and the permitted assigns of such entity (each,
a "Buyer") (each  agreement with a Buyer being deemed a separate and independent
agreement   between  the  Company  and  such  Buyer,   except  that  each  Buyer
acknowledges  and consents to the rights  granted to each other Buyer under this
Agreement and the Transaction Agreements (as defined below)).



                              W I T N E S S E T H:

         WHEREAS,  the Company and the Buyers are executing and delivering  this
Agreement in accordance  with and in reliance upon the exemption from securities
registration  afforded,  INTER ALIA, by Rule 506 under Regulation D ("Regulation
D") as promulgated by the United States Securities and Exchange  Commission (the
"SEC") under the  Securities  Act of 1933,  as amended (the "1933 Act"),  and/or
Section 4(2) of the 1933 Act; and

         WHEREAS, the Buyers wish to purchase, upon the terms and subject to the
conditions  of this  Agreement,  a minimum of $500,000  and a maximum  aggregate
amount of $1,000,000 of debentures of the Company (the "Debentures"), which will
be convertible  into shares of the Company's  Common Stock, par value $0.001 per
share (the "Common Stock"),  upon the terms and subject to the conditions of the
Debentures, and subject to acceptance of this Agreement by the Company;

         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.

                  (i) The  undersigned  hereby agrees to purchase the Debentures
from the Company.

                  (ii) Subject to the terms and conditions of this Agreement and
the other  Transaction  Agreements (as defined below),  the Buyers will purchase
the  Debentures  at one or more closings  (each,  a "Closing") to be held on the
respective Closing Dates (as defined below).

                  (iii) The purchase  price to be paid by each Buyer shall equal
the face amount of the  Debentures,  as the case may be, being  purchased on the
Closing Date (as defined below)



<PAGE>




                  (i) by such Buyer as set forth on the  signature  page to this
Agreement, and shall be payable in United States Dollars.

                  b. CERTAIN DEFINITIONS.  As used herein, each of the following
terms has the meaning set forth below, unless the context otherwise requires:

                  (i)  "Affiliate"  means,  with  respect to a  specific  Person
referred to in the relevant  provision,  another Person who or which controls or
is controlled by or is under common control with such specified Person.

                  (ii)   "Certificates"   means  the  relevant  Debentures  duly
executed  on  behalf of the  Company  and  issued in the name of the  respective
Buyer.

                  (iii) "Closing  Date" means the respective  dates on which the
Closings referred to in this Agreement are held.

                  (iv)  "Conversion  Shares"  means the  shares of Common  Stock
issuable upon conversion of the Debentures.

                  (v)   "Effective   Date"  means  the  effective  date  of  the
Registration  Statement covering the Registrable  Securities (as those terms are
defined in the Registration  Rights Agreement  defined below) for the Debentures
issued on the Closing Date.

                  (vi) "Person" means any living person or any entity,  such as,
but not necessarily limited to, a corporation, partnership or trust.

                  (vii)  "Purchase  Price"  means  the  purchase  price  for the
Debentures.

                  (viii)   "Securities"  means  the  Debentures  and  Conversion
Shares.

                  (ix)  "Shares"  means the  Conversion  Shares  and the  shares
issuable upon conversion of the Warrants  issued to Hornblower & Weeks,  Inc. or
any of its designees.

                  c. FORM OF PAYMENT; DELIVERY OF CERTIFICATES.

                  (i) Each of the Buyers  shall pay the  Purchase  Price for the
Debentures  to be purchased by such Buyer by  delivering  immediately  available
good funds in United States Dollars to the Company at the respective  Closing on
the applicable Closing Date, determined as provided in Section 6, subject to the
payment of fees and expenses as provided in Section 12(a) and 12(b).

                  (ii) No later than the  applicable  Closing  Date,  but in any
event  promptly  following  payment by the Buyers to the Company of the Purchase
Price to be paid by such  Buyer,  the  Company  shall  deliver to the Buyers the
Certificates purchased at such Closing.



                                       2
<PAGE>


                  d.  METHOD OF PAYMENT.  All  payments to the Company of all or
any part of the Purchase  Price shall be made at the Closing by wire transfer of
funds to:

                      Beneficiary Account Name:  UniverCell Holdings, Inc.
                                                 1 Randall Avenue
                                                 Baltimore, MD  21208
                      Beneficiary Account No.:   5000000016439
                      ABA/Transit No:            053 000 219
                      Beneficiary Bank:          First Union National Bank

         2. BUYERS  REPRESENTATIONS,  WARRANTIES,  ETC.;  ACCESS TO INFORMATION;
INDEPENDENT INVESTIGATION.

         Each Buyer represents and warrants to, and covenants and agrees with,
the Company as follows:

                  a. Without limiting any Buyer's right to sell the Common Stock
pursuant to the Registration Statement,  each Buyer is purchasing the Debentures
and will be acquiring the  Conversion  Shares for its own account for investment
only and not with a view towards the public sale or distribution thereof and not
with a view to or for sale in connection with any distribution thereof.

                  b. Each Buyer is (i) an "accredited  investor" as that term is
defined in Rule 501 of the General Rules and  Regulations  under the 1933 Act by
reason of Rule  501(a)(3),  (ii)  experienced in making  investments of the kind
described in this Agreement and the related documents,  (iii) able, by reason of
the  business  and  financial  experience  of its  officers  (if an entity)  and
professional  advisors (who are not affiliated with or compensated in any way by
the  Company or any of its  affiliates  or selling  agents),  to protect its own
interests in connection with the transactions  described in this Agreement,  and
the related documents, and (iv) able to afford the entire loss of its investment
in the Securities.

                  c. All  subsequent  offers and sales of the Securities by each
Buyer shall be made pursuant to registration of the Shares under the 1933 Act or
pursuant to an  exemption  from  registration  and  compliance  with  applicable
states' securities laws.

                  d.  Each  Buyer  understands  that the  Securities  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 upon the truth and  accuracy  of, and the Buyer's  compliance
with,  the   representations,   warranties,   agreements,   acknowledgments  and
understandings  of the  Buyers  set  forth  herein  in  order to  determine  the
availability of such exemptions and the eligibility of the Buyers to acquire the
Securities.

                  e. Each 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  Securities  which
have been requested by the Buyer. Each Buyer and its advisors, if any, have been
afforded  the  opportunity  to ask  questions  of the Company and have  received
complete and  satisfactory  answers to any such inquiries.  Without limiting the



                                       3
<PAGE>


generality of the foregoing,  each Buyer has also had the  opportunity to obtain
and to review the  Company's  (1) Annual Report on Form 10-K for the fiscal year
ended  December  31, 2001 and (2)  Quarterly  Report on Form 10-Q for the fiscal
quarter  ended  March  31,  2001,  June 30,  2001 and  September  30,  2001 (the
"Company's SEC Documents").

                  f.  Each  Buyer   understands   that  its  investment  in  the
Securities involves a high degree of risk.

                  g. Each 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 Securities.

                  h. Each Buyer is duly organized,  validly existing and in good
standing under the laws of the jurisdiction of its organization.  This Agreement
and the Transaction  Agreements have been duly and validly authorized,  executed
and delivered on behalf of the Buyer and create a valid and binding agreement of
the Buyer enforceable in accordance with its terms, subject as to enforceability
to general  principles of equity and to bankruptcy,  insolvency,  moratorium and
other similar laws affecting the enforcement of creditors' rights generally.

                  i.  Such  Buyer  has not  employed  any  broker  or  finder in
connection with the transactions contemplated by this Agreement.

                  j. The state in which any offer to purchase  shares  hereunder
was made to or accepted by such Buyer is the state shown as the Buyer's  address
on Schedule I hereto.

                  k. Each  Buyer was not formed  for the  purpose  of  investing
solely in the Securities which may be acquired hereunder.

                  l.  Each  Buyer  is  able to bear  the  complete  loss of such
Buyer's investment in the Securities.

                  m. Each Buyer's execution, delivery and performance under this
Agreement will not breach the provisions of any agreement to which such Buyer is
a party.

         3.  COMPANY REPRESENTATIONS, ETC.   The Company represents and warrants
to the Buyers that:

                  a.  CONCERNING  THE  DEBENTURES  AND THE SHARES.  There are no
preemptive rights of any stockholder of the Company to acquire the Debentures or
the Shares.

                  b. REPORTING COMPANY STATUS. The Company is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
Florida and has the requisite corporate power to own its properties and to carry
on its  business  as now being  conducted.  The Company is duly  qualified  as a
foreign  corporation to do business and is in good standing in each jurisdiction
where the nature of the business  conducted  or property  owned by it makes such
qualification necessary,  other than those jurisdictions in which the failure to
so qualify would not have a material adverse effect on the business,  operations
or condition (financial or otherwise) or results of operation of the Company and
its subsidiaries taken as a



                                       4
<PAGE>


whole (a "Material Adverse Effect"). The Company has registered its Common Stock
pursuant  to  Section  12 of the 1934 Act,  and the  Common  Stock is listed and
traded  on the  OTC  Bulletin  Board  Market  of  the  National  Association  of
Securities  Dealers,  Inc.  The Company has  received no notice,  either oral or
written,  with respect to the continued eligibility of the Common Stock for such
listing, and the Company has maintained all requirements for the continuation of
such listing.

                  c.  AUTHORIZED  SHARES.  The  authorized  capital stock of the
Company  consists of  50,000,000  shares of Common  Stock,  par value $0.001 per
share, of which  40,067,096  shares are issued and outstanding as of the date of
this Agreement. All issued and outstanding shares of Common Stock have been duly
authorized and validly issued and are fully paid and nonassessable.  The Company
has  sufficient  authorized  and  unissued  shares  of  Common  Stock  as may be
necessary  to effect the  issuance  of the  Shares.  The  Shares  have been duly
authorized  and,  when  issued  upon  conversion  of,  or as  interest  on,  the
Debentures will 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 holder.  At all times,  the Issuer shall keep  available  Common Stock duly
authorized for issuance against the Debentures.

                  d.  SECURITIES   PURCHASE   AGREEMENT;   REGISTRATION   RIGHTS
AGREEMENT.  This Agreement and the Registration  Rights  Agreement,  between the
Company and the Buyers,  substantially  in the form of Exhibit C annexed  hereto
(the  "Registration  Rights  Agreement"),   and  the  transactions  contemplated
thereby,  have been duly and validly  authorized by the Company,  this Agreement
has been duly executed and delivered by the Company. Each of this Agreement, the
Debentures and the Registration Rights Agreement, when executed and delivered by
the Company, are and will be, valid, legal and binding agreements of the Company
enforceable  in  accordance  with  their   respective   terms,   subject  as  to
enforceability  to general  principles of equity and to bankruptcy,  insolvency,
moratorium,  and other  similar laws  affecting  the  enforcement  of creditors'
rights generally.

                  e.  NON-CONTRAVENTION.  The  execution  and  delivery  of this
Agreement,  the Debentures and the Registration Rights Agreement by the Company,
the issuance of the Securities, and the consummation by the Company of the other
transactions  contemplated by this Agreement, the Registration Rights Agreement,
and the  Debentures  do 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
(i) the articles of incorporation  or by-laws of the Company,  each as currently
in  effect,  (ii) any  indenture,  mortgage,  deed of trust,  or other  material
agreement or instrument to which the Company is a party or by which it or any of
its  properties  or assets are bound,  including  any listing  agreement for the
Common  Stock,  except as  herein  set forth or an event  which  results  in the
creation of any lien, charge or encumbrance upon any assets of the Company or of
any of its  subsidiaries  or the triggering of any  preemptive or  anti-dilution
rights or rights of first  refusal or first  offer on the part of holders of the
Company's securities, (iii) to its knowledge, any existing applicable law, rule,
or regulation or any applicable decree,  judgment, or order of any court, United
States  federal  or  state  regulatory  body,  administrative  agency,  or other
governmental body having  jurisdiction over the Company or any of its properties
or assets, or (iv) the Company's listing agreement for its Common Stock,  except
such conflict, breach or default which would not have a Material Adverse Effect.



                                       5
<PAGE>


                  f.  APPROVALS.  No  authorization,  approval or consent of any
court, governmental body, regulatory agency,  self-regulatory  organization,  or
stock  exchange or market or the  stockholders  of the Company is required to be
obtained by the  Company  for the  issuance  and sale of the  Securities  to the
Buyers as contemplated by this Agreement, except such authorizations,  approvals
and consents  that have been  obtained,  or such  authorizations,  approvals and
consents,  the  failure  of which to obtain  would not have a  Material  Adverse
Affect.

                  g. SEC FILINGS. None of the Company's 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.  The Company has since December 31, 2001 timely filed all
requisite  forms,  reports and exhibits thereto with the SEC. The Company is not
aware of any event  occurring on or prior to a Closing Date or the Delivery Date
(other than the transactions  effected hereby) that would require the filing of,
or with  respect to which the  Company  intends  to file,  a Form 8-K after such
date.

                  h. ABSENCE OF CERTAIN CHANGES.  Since December 31, 2001, there
has been no material adverse change and no material  adverse  development in the
business, properties, operations, condition (financial or otherwise), or results
of operations of the Company or any of its subsidiaries,  except as disclosed in
the Company's SEC Documents.  Since December 31, 2001, except as provided in the
Company's SEC Documents, neither the Company nor any of its subsidiaries has (i)
incurred or become subject to any material liabilities  (absolute or contingent)
except liabilities  incurred in the ordinary course of business  consistent with
past practices; (ii) discharged or satisfied any material lien or encumbrance or
paid any material obligation or liability  (absolute or contingent),  other than
current liabilities paid in the ordinary course of business consistent with past
practices;  (iii) declared or made any payment or  distribution of cash or other
property to  stockholders  with  respect to its capital  stock,  or purchased or
redeemed,  or made any  agreements  to  purchase  or  redeem,  any shares of its
capital stock; (iv) sold,  assigned or transferred any other tangible assets, or
canceled  any  debts or  claims,  except  in the  ordinary  course  of  business
consistent  with past practices;  (v) suffered any substantial  losses or waived
any rights of material value, whether or not in the ordinary course of business,
or suffered the loss of any material amount of existing business;  (vi) made any
changes in  employee  compensation,  except in the  ordinary  course of business
consistent with past practices;  or (vii) experienced any material problems with
labor or  management  in  connection  with the  terms  and  conditions  of their
employment.

                  i.  FULL  DISCLOSURE.  There is no fact  known to the  Company
(other than  general  economic  conditions  known to the public  generally or as
disclosed in the Company's SEC Documents) that has not been disclosed in writing
to the Buyers that (i) would  reasonably be expected to have a Material  Adverse
Effect, (ii) would reasonably be expected to materially and adversely affect the
ability of the Company to perform its obligations  pursuant to this Agreement or
any  of  the  agreements  contemplated  hereby  (collectively,   including  this
Agreement, the "Transaction Agreements"),  or (iii) would reasonably be expected
to materially and adversely affect the value of the rights granted to the Buyers
in the Transaction Agreements.

                  j. ABSENCE OF LITIGATION. Except as set forth in the Company's
SEC Documents,  there is no action, suit,  proceeding,  inquiry or investigation
before or by any court,



                                       6
<PAGE>


public  board or body pending or, to the  knowledge  of the Company,  threatened
against  or  affecting  the  Company  or  any of its  subsidiaries,  wherein  an
unfavorable decision,  ruling or finding would have a Material Adverse Effect or
which would adversely affect the validity or enforceability of, or the authority
or ability of the Company and its  subsidiaries  taken as a whole to perform its
obligations  under, any of the Transaction  Agreements.  Neither the Company nor
any of its  subsidiaries  is a party to or  subject  to the  provisions  of, any
order, writ,  injunction,  judgement or decree of any court or government agency
or instrumentality which could reasonably be expected to have a Material Adverse
Effect.

                  k.  ABSENCE OF EVENTS OF DEFAULT.  Except as  disclosed in the
Company's  SEC  Documents,  no Event of Default  (or its  equivalent  term),  as
defined  in  the  respective  agreement  to  which  the  Company  or  any of its
subsidiaries  is a party,  and no event which,  with the giving of notice or the
passage of time or both,  would  become an Event of Default  (or its  equivalent
term) (as so defined in such agreement),  has occurred and is continuing,  which
would have a Material Adverse Effect.

                  l.  PRIOR  ISSUES.  Except as set forth in the  Company's  SEC
Documents,  during the twelve (12) months preceding the date hereof, the Company
has not issued any convertible securities or any shares of the Common Stock.

                  m. NO UNDISCLOSED  LIABILITIES  OR EVENTS.  The Company has no
liabilities  or  obligations  other than those  disclosed in the  Company's  SEC
Documents or those  incurred in the ordinary  course of the  Company's  business
since December 31, 2001, and which  individually or in the aggregate,  do not or
would not have a Material Adverse Effect. No event or circumstances has occurred
or exists with  respect to the Company or its  properties,  business,  condition
(financial or otherwise), or results of operations, which, under applicable law,
rule or regulation, requires public disclosure or announcement prior to the date
hereof by the Company but which has not been so publicly announced or disclosed.
There are no proposals currently under consideration or currently anticipated to
be under  consideration  by the Board of Directors or the executive  officers of
the Company  which  proposal  would (x) change the  articles  of  incorporation,
by-laws or any other  charter  document of the  Company,  each as  currently  in
effect,  with or without  shareholder  approval,  which  change  would reduce or
otherwise  adversely  affect the rights  and powers of the  shareholders  of the
Common Stock or (y) materially or substantially  change the business,  assets or
capital of the Company, including its interests in subsidiaries.

                  n. NO DEFAULT. Neither the Company nor any of its subsidiaries
is in default in the  performance  or  observance  of any  material  obligation,
agreement, covenant or condition contained in any material indenture,  mortgage,
deed of trust or other  material  instrument or agreement to which it is a party
or by which it or its property is bound.

                  o. NO INTEGRATED OFFERING.  Neither the Company nor any of its
affiliates  nor any  person  acting  on its or their  behalf  has,  directly  or
indirectly,  at any time since December 31, 2001, made any offer or sales of any
security or solicited any offers to buy any security  under  circumstances  that
would eliminate the availability of the exemption from  registration  under Rule
506 of Regulation D in connection  with the offer and sale of the  Securities as
contemplated hereby.



                                       7
<PAGE>


                  p. DILUTION.  The number of Shares issuable upon conversion of
the Debentures may increase substantially in certain  circumstances,  including,
but not necessarily limited to, the circumstance wherein the market price of the
Common Stock declines prior to the conversion of the  Debentures.  The Company's
executive officers and directors have studied and fully understand the nature of
the  securities  being sold  hereby  and  recognize  that they have a  potential
dilutive effect and further that the conversion of the Debentures and/or sale of
the  Conversion  Shares  may have an adverse  effect on the market  price of the
Common Stock.  The board of directors of the Company has concluded,  in its good
faith  business  judgment,  that such  issuance is in the best  interests of the
Company. The Company specifically  acknowledges that its obligation to issue the
Conversion  Shares upon conversion of the Debentures is binding upon the Company
and  enforceable  regardless  of the  dilution  such  issuance  may  have on the
ownership interests of other shareholders of the Company.

                  q.  REGULATORY  PERMITS.  The  Company  has all such  permits,
easements,  consents, licenses, franchises and other governmental and regulatory
authorizations  from all  appropriate  federal,  state,  local  or other  public
authorities  ("Permits")  as are necessary to own and lease its  properties  and
conduct its businesses in all material  respects in the manner  described in the
Registration Statement and as currently being conducted. All such Permits are in
full force and effect and the Company has  fulfilled  and  performed  all of its
material  obligations  with respect to such  Permits,  and no event has occurred
that  allows,  or after  notice  or lapse of time  would  allow,  revocation  or
termination  thereof  or will  result in any other  material  impairment  of the
rights  of the  holder  of any  such  Permit,  subject  in  each  case  to  such
qualification  as may be disclosed in the  Prospectus.  Such Permits  contain no
restrictions  that would materially impair the ability of the Company to conduct
businesses in the manner consistent with its past practices. The Company has not
received  notice or otherwise has knowledge of any proceeding or action relating
to the revocation or modification of any such Permit.

                  r. INDEPENDENT PUBLIC ACCOUNTANTS.  Marcum & Kliegman LLP, who
have certified the consolidated  financial statements of the Company,  including
the notes  thereto,  included in the  Registration  Statement,  are  independent
public accountants with respect to the Company,  as required by the 1933 Act and
the 1933 Act Regulations.

                  s.  INTERNAL  ACCOUNTING  CONTROLS.  The  Company  maintains a
system  of  internal   accounting  controls  sufficient  to  provide  reasonable
assurances that (1)  transactions  are executed in accordance with  management's
general or specific authorization; (2) transactions are recorded as necessary to
permit preparation of financial statements in conformity with generally accepted
accounting  principles and to maintain  accountability for assets; (3) access to
assets is permitted  only in accordance  with  management's  general or specific
authorization;  and (4) the recorded  accountability for assets is compared with
existing  assets at reasonable  intervals and  appropriate  action is taken with
respect to any differences.



                                       8
<PAGE>


         4.  CERTAIN COVENANTS AND ACKNOWLEDGMENTS.

                  a. TRANSFER RESTRICTIONS.  The Buyers acknowledge that (1) the
Debentures  have not been and are not being  registered  under the provisions of
the 1933 Act and, except as provided in the Registration  Rights Agreement,  the
Shares have not been and are not being  registered  under the 1933 Act,  and may
not be  transferred  unless (A)  subsequently  registered  thereunder or (B) the
Buyers  shall have  delivered  to the Company an opinion of counsel,  reasonably
satisfactory in form, scope and substance to the Company, to the effect that the
Securities to be sold or transferred  may be sold or transferred  pursuant to an
exemption  from  such  registration;  (2)  any  sale of the  Securities  made in
reliance  on Rule  144  promulgated  under  the  1933  Act  may be made  only in
accordance  with  the  terms  of said  Rule  and  further,  if said  Rule 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 used in the 1933 Act, may require  compliance with
some other  exemption under the 1933 Act or the rules and regulations of the SEC
thereunder;  (3) the Buyers may not sell or transfer the  Debentures  unless the
amount sold or transferred  exceeds 20% of the  Debentures;  and (4) neither the
Company nor any other person is under any  obligation to register the Securities
(other than pursuant to the Registration Rights Agreement) under the 1933 Act or
to comply with the terms and conditions of any exemption thereunder.

                  b. RESTRICTIVE  LEGEND.  The Buyers acknowledge and agree that
the Debentures , and, until such time as the Shares have been  registered  under
the 1933 Act as contemplated by the  Registration  Rights  Agreement and sold in
accordance  with an effective  Registration  Statement,  certificates  and other
instruments  representing any of the Securities shall bear a restrictive  legend
in  substantially  the following form (and a  stop-transfer  order may be placed
against transfer of any such Securities):

                  THESE  SECURITIES  (THE  "SECURITIES")  HAVE NOT BEEN
                  REGISTERED  UNDER  THE  SECURITIES  ACT OF  1933,  AS
                  AMENDED (THE  "SECURITIES  ACT"),  OR THE  SECURITIES
                  LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED  FOR
                  SALE  IN THE  ABSENCE  OF AN  EFFECTIVE  REGISTRATION
                  STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL
                  OR OTHER EVIDENCE  ACCEPTABLE TO THE CORPORATION THAT
                  SUCH REGISTRATION IS NOT REQUIRED.

                  c. REGISTRATION RIGHTS AGREEMENT.  The parties hereto agree to
enter into the Registration Rights Agreement on or before the Closing Date.

                  d.  FILINGS.  The  Company  undertakes  and agrees to make all
necessary  filings in connection  with the sale of the  Securities to the Buyers
required under any United States laws and regulations applicable to the Company,
or by any domestic  securities exchange or trading market, and to provide a copy
thereof to the Buyers promptly after such filing.

                  e.  REPORTING  STATUS.  So  long  as the  any  of  the  Buyers
beneficially  own any of the  Securities,  the  Company  shall file all  reports
required  to be filed with the SEC  pursuant  to Section 13 or 15(d) of the 1934
Act, and the Company  shall not  terminate  its status as an issuer



                                       9
<PAGE>


required  to file  reports  under the 1934 Act even if the 1934 Act or the rules
and regulations  thereunder would permit such  termination.  Except as otherwise
set forth in this  Agreement and the  Transaction  Agreements,  the Company will
take all  reasonable  action  under its  control to obtain and to  continue  the
listing and trading of its Common  Stock  (including,  without  limitation,  all
Registrable  Securities)  on the  OTC  Bulletin  Board  Market  of the  National
Association of Securities Dealers, Inc. and will comply in all material respects
with the Company's reporting,  filing and other obligations under the by-laws or
rules of the National Association of Securities Dealers, Inc. ("NASD").

                  f. USE OF PROCEEDS. The Company will use the proceeds from the
sale of the Debentures  (excluding amounts paid by the Company for legal fees in
connection  with  the  sale of the  Debentures)  for  internal  working  capital
purposes.

                  g.  AVAILABLE  SHARES.  The  Company  shall  have at all times
authorized and reserved for issuance,  free from  preemptive  rights,  9,932,904
shares of Common Stock  issuable at conversion as may be required to satisfy the
conversion  rights of the Buyers  pursuant  to the terms and  conditions  of the
Debentures  which have been issued and not yet  converted.  If at any time,  the
Company does not have available an amount of authorized  and  non-issued  Shares
necessary  to satisfy  full  Conversion  of the then  outstanding  amount of the
Debentures,  the Company shall call and hold a special meeting within 30 days of
such  occurrence,  for the sole  purpose  of  increasing  the  number  of shares
authorized. Management of the Company shall recommend to shareholders to vote in
favor of increasing the number of Common Stock authorized. Management shall also
vote all of its  shares  in favor of  increasing  the  number  of  Common  Stock
authorized.

                  h.  REIMBURSEMENT.  If (i) any Buyer,  other than by reason of
its gross  negligence,  willful  misconduct  or  breach of law,  becomes a party
defendant in any capacity in any action or proceeding brought by any stockholder
of the Company,  in connection  with or as a result of the  consummation  of the
transactions  contemplated  by the Transaction  Agreements,  or if such Buyer is
impleaded in any such action, proceeding or investigation by any Person, or (ii)
any Buyer,  other than by reason of its gross negligence,  willful misconduct or
breach of law,  becomes  a party  defendant  in any  capacity  in any  action or
proceeding  brought by the SEC against or involving the Company or in connection
with or as a result of the consummation of the transactions  contemplated by the
Transaction  Agreements,  or if such  Buyer is  impleaded  in any  such  action,
proceeding or  investigation  by any Person,  then in any such case, the Company
will reimburse such Buyer for its reasonable legal and other expenses (including
the cost of any investigation and preparation) incurred in connection therewith.
The  reimbursement  obligations of the Company under this paragraph  shall be in
addition to any  liability  which the Company may otherwise  have,  shall extend
upon the same  terms and  conditions  to any  affiliates  of the  Buyers who are
actually  named in such  action,  proceeding  or  investigation,  and  partners,
directors,  agents,  employees and controlling persons (if any), as the case may
be, of the Buyers and any such Affiliate, and shall be binding upon and inure to
the benefit of any successors,  assigns,  heirs and personal  representatives of
the Company,  the Buyers and any such  Affiliate and any such Person.  Except as
otherwise set forth in the Transaction Agreements,  the Company also agrees that
neither any Buyer nor any such Affiliate, partners, directors, agents, employees
or  controlling  persons  shall have any  liability to the Company or any person
asserting  claims on behalf of or in right of the Company in connection  with or
as a result of the consummation of the



                                       10
<PAGE>


Transaction  Agreements except to the extent that any losses,  claims,  damages,
liabilities or expenses incurred by the Company result from the gross negligence
or willful  misconduct  of such  Buyer or from a breach of the  representations,
covenants and conditions contained herein or from a breach of law.

         5     TRANSFER AGENT INSTRUCTIONS.

                  a.  Promptly  following  the  purchase  by the  Buyers  of the
Debentures in accordance with Section 1(c) hereof,  the Company will irrevocably
instruct  its  transfer  agent to issue  Common  Stock  from  time to time  upon
conversion of the  Debentures in such amounts as specified  from time to time by
the Company to the transfer agent,  bearing the restrictive  legend specified in
Section 4(b) of this  Agreement  prior to  registration  of the Shares under the
1933  Act,  registered  in the name of the  respective  Buyer  or its  permitted
assigns and in such  denominations  to be specified by such Buyer in  connection
with each conversion of the Debentures.  The Company  warrants that if the Buyer
is not in  breach  of the  representations  and  warranties  contained  in  this
Agreement,  no  instruction  other than such  instructions  referred  to in this
Section 5 and stop transfer  instructions  to give effect to Section 4(a) hereof
prior to registration  and sale of the Converted  Shares under the 1933 Act will
be given by the  Company to the  transfer  agent and that the  Converted  Shares
shall  otherwise be freely  transferable on the books and records of the Company
as and to the  extent  provided  in  this  Agreement,  the  Registration  Rights
Agreement,  and applicable law.  Nothing in this Section shall affect in any way
the Buyers'  obligations and agreement to comply with all applicable  securities
laws upon resale of the  Securities.  If any Buyer  provides the Company with an
opinion of counsel reasonably satisfactory to the Company that registration of a
resale by such Buyer of any of the  Securities in accordance  with clause (1)(B)
of  Section  4(a) of this  Agreement  is not  required  under the 1933 Act,  the
Company  shall  (except  as  provided  in  clause  (2) of  Section  4(a) of this
Agreement)  permit  the  transfer  of the  Securities  and,  in the  case of the
Converted  Shares,  instruct the Company's  transfer  agent to issue one or more
certificates  for  Common  Stock  without  legend  in  such  name  and  in  such
denominations as specified by the Buyer.

                  b. (i) The Company  will  permit the Buyers to exercise  their
rights to convert the  Debentures by  telecopying  or delivering an executed and
completed  Notice of Conversion to the Company.  The Company will within two (2)
Business  Days respond  with its  endorsement  so as to confirm the  outstanding
principal  amount of any Debenture  submitted for conversion or shall  reconcile
any  difference   with  the  Buyer  promptly  after  receiving  such  Notice  of
Conversion.

                  (ii) The term  "Conversion  Date"  means,  with respect to any
conversion  elected by the holder of the  Debentures,  the date specified in the
Notice of  Conversion,  provided the copy of the Notice of  Conversion  is given
either  via mail or  facsimile  to or  otherwise  delivered  to the  Company  in
accordance  with the provisions  hereof so that it is received by the Company on
or before such specified date.

                  (iii) The Company will transmit the certificates  representing
the Converted  Shares  issuable upon  conversion  of any  Debentures  (together,
unless  otherwise  instructed  by  the  Buyer,  with  Debentures  not  being  so
converted)  to the Buyer at the address  specified  in the Notice of  Conversion
(which may be the Buyer's address for notices as contemplated by Section



                                       11
<PAGE>


11 hereof or a different address) via express courier, by electronic transfer or
otherwise,  within five (5) business  days if the address for delivery is in the
United  States and within seven (7) business days if the address for delivery is
outside the United States (such fifth  business day or seventh  business day, as
the case may be, the  "Delivery  Date")  after (A) the business day on which the
Company has received  both of the Notice of  Conversion  (by  facsimile or other
delivery) and the original  Debentures  being converted (and if the same are not
delivered to the Company on the same date, the date of delivery of the second of
such items) or (B) the date an  interest  payment on the  Debentures,  which the
Company has elected to pay by the issuance of Common Stock,  as  contemplated by
the Debentures, was due.

                  c.  From and  after  the date on which  the  Shares  have been
registered  under  the  1933  Act as  contemplated  by the  Registration  Rights
Agreement, the failure to issue unrestricted,  freely tradable Conversion Shares
to the Buyers upon Conversion shall be considered an Event of Default,  which if
not cured after ten (10) days prior written notice, shall entitle the Buyers (or
any of them) to demand that the Debentures held by them be immediately  redeemed
by a cash  payment  equal to the  liquidation  value of such shall  entitle  the
Buyers  (or  any of  them)  to  demand  that  the  Debentures  held  by  them be
immediately  redeemed by a cash payment equal to the  liquidation  value of such
Debentures, together with any unpaid dividends thereon (whether or not the terms
of such  Debentures  expressly  permit  the  redemption  thereof).  The  Company
acknowledges  that the  failure  to honor a Notice  of  Conversion  shall  cause
definable financial hardship on the Buyers.

                  d. The  Company  will  authorize  its  transfer  agent to give
information to a Buyer or such Buyer's  representative  relating to the transfer
of the  Company's  shares  of Common  Stock to the  Buyer,  upon the  reasonable
request of the Buyer or any such  representative.  The Company will provide such
Buyer with a copy of the authorization so given to the transfer agent.

                  e. Each Buyer shall be entitled  to  exercise  its  conversion
privilege with respect to the Debentures notwithstanding the commencement of any
case under 11 U.S.C.ss.101  ET SEQ. (the  "Bankruptcy  Code").  In the event the
Company is 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.ss.362
in respect of such Buyer's conversion  privilege.  The Company hereby waives, to
the  fullest  extent  permitted,  any  rights  to  relief  it may have  under 11
U.S.C.ss.362 in respect of the conversion of the Debentures. The Company agrees,
without  cost or  expense  to such  Buyer,  to take or to consent to any and all
action necessary to effectuate relief under 11 U.S.C.ss.362.

         6.  CLOSING DATE.

                  a. The purchases and sales of Debentures  will occur at one or
more closings  under this  Agreement,  the first of which will occur when Buyers
have deposited not less than $250,000 of the Purchase Price in an escrow account
to be opened with First Union  National Bank for the  transactions  contemplated
under this  Agreement  (the "First Union  Escrow").  The next Closing under this
Agreement will occur on the earlier of (x) the date on which the Buyers who will
purchase  the  balance of the  Debentures  to be  purchased  and sold under this
Agreement have  deposited the full amount of their purchase  prices in the First
Union Escrow and (y) such



                                       12
<PAGE>


earlier date as the Company and the Buyers who  purchasing at such Closing shall
agree. If a Closing occurs under (y) of the preceding sentence, then the next or
final  Closing shall occur on the date on which the Buyers who will purchase the
balance of the  Debentures  to be purchased and sold under this  Agreement  have
deposited the full amount of their purchase prices in the First Union Escrow.

                  b. In the case of each  Closing,  the Closing Date shall occur
on the  date  which  is the  first  trading  day  after  each of the  conditions
contemplated by Sections 7 and 8 hereof shall have either been satisfied or been
waived by the party in whose favor such conditions run.

                  c. In the case of each  Closing,  the Closing of the  purchase
and  issuance of  Debentures  shall occur on the Closing  Date at the offices of
McGuireWoods  LLP, 9 West 57th Street,  Suite 1620,  New York, NY and shall take
place no later than 3:00 P.M.,  New York time, on such day or such other time as
is mutually agreed upon by the Company and the Buyers.

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

         The Company's obligation to sell the Debentures to the Buyer pursuant
to this Agreement on each Closing Date is conditioned upon:

                  a.  Delivery  by the  Buyers to the  Company  of good funds as
payment in full of an amount equal to the Purchase  Price for the  Debentures in
accordance with this Agreement;

                  b. The accuracy on the Closing Date of the representations and
warranties of the Buyers  contained in this  Agreement,  each as if made on such
date, and the  performance by the Buyers on or before such date of all covenants
and  agreements  of the Buyers  required to be performed on or before such date;
and

                  c. There  shall not be in effect any law,  rule or  regulation
prohibiting or restricting the transactions  contemplated  hereby,  or requiring
any consent or approval which shall not have been obtained.

         8    CONDITIONS TO THE BUYERS' OBLIGATION TO PURCHASE.

         The Buyer's obligation of those Buyers who are purchasing Debentures at
a particular closing to purchase the Debentures on the applicable Closing Date
is conditioned upon:

                  a.  The  execution  and  delivery  of this  Agreement  and the
Registration Rights Agreement by the Company;

                  b. Delivery by the Company to the Buyers of the  Debentures to
be purchased in accordance with this Agreement;

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



                                       13
<PAGE>


                  d. On the  Closing  Date,  the Buyers  shall have  received an
opinion of counsel for the Company, dated as of the Closing Date, in form, scope
and substance reasonably satisfactory to the Buyers, substantially to the effect
set forth in Exhibit D annexed hereto;

                  e. There  shall not be in effect any law,  rule or  regulation
prohibiting or restricting the transactions  contemplated  hereby,  or requiring
any consent or approval which shall not have been obtained; and

                  f. From and after the date hereof to and including the Closing
Date,  the trading of the Common Stock shall not have been  suspended by the SEC
or the NASD and trading in securities  generally on the New York Stock  Exchange
or The  NASDAQ/National  Market System shall not have been suspended or limited,
nor  shall  minimum  prices  been  established  for  securities  traded  on  The
NASDAQ/National  Market System, nor shall there be any outbreak or escalation of
hostilities  involving the United States or any material  adverse  change in any
financial  market that in either case in the  reasonable  judgment of the Buyers
makes it impracticable or inadvisable to purchase the Debentures.

         9.   GOVERNING LAW:  MISCELLANEOUS.

                  a. This  Agreement  shall be  governed by and  interpreted  in
accordance  with the laws of the  State of New York for  contracts  to be wholly
performed  in such state and without  giving  effect to the  principles  thereof
regarding the 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 and hereby waives,  to
the maximum  extent  permitted by law, any  objection,  including  any objection
based on FORUM NON  CONVENIENS,  to the bringing of any such  proceeding in such
jurisdictions.  To the  extent  determined  by such  court,  the  Company  shall
reimburse the Buyers for any reasonable legal fees and disbursements incurred by
the Buyers in enforcement of or protection of any of its rights under any of the
Transaction Agreements.

                  b.  Failure of any party to exercise any right or remedy under
this  Agreement or otherwise,  or delay by a party in  exercising  such right or
remedy, shall not operate as a waiver thereof.

                  c. This Agreement shall inure to the benefit of and be binding
upon the successors and assigns of each of the parties hereto.

                  d.  All  pronouns  and any  variations  thereof  refer  to the
masculine, feminine or neuter, singular or plural, as the context may require.

                  e. A facsimile  transmission of this signed Agreement shall be
legal and binding on all parties hereto.

                  f. This  Agreement may be signed in one or more  counterparts,
each of which shall be deemed an original.



                                       14
<PAGE>


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

                  h. 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 enforceability of this Agreement in any other jurisdiction.

                  i. This  Agreement may be amended only by the written  consent
of a majority in interest of the holders of the  Debentures and an instrument in
writing signed by the Company.

                  j.  This  Agreement   supersedes  all  prior   agreements  and
understandings  among the  parties  hereto with  respect to the  subject  matter
hereof.

         10. NOTICES.  Any notice required or permitted hereunder shall be given
in writing (unless otherwise  specified herein) and shall be deemed  effectively
given on the earliest of:

                  a. the date  delivered,  if delivered by personal  delivery as
against written receipt therefor or by confirmed facsimile transmission,

                  b. the seventh business day after deposit, postage prepaid, in
the United States Postal Service by registered or certified mail, or

                  c. the third  business day after  mailing by next-day  express
courier, with delivery costs and fees prepaid,

in each case,  addressed to each of the other parties thereunto  entitled at the
following  addresses (or at such other  addresses as such party may designate by
ten (10)  days'  advance  written  notice  similarly  given to each of the other
parties hereto):

COMPANY:       UniverCell Holdings, Inc.
               1 Randall Avenue
               Baltimore, MD 21208
               Telecopier No.:  (800) 892-2355
               ATTN:  Sean Fulda
               With a copy to:

               McGuireWoods LLP
               9 West 57th Street, Suite 1620
               New York, New York 10019
               Telecopier No.  (212) 548-2150
               ATTN: William Newman, Esq,



                                       15
<PAGE>


BUYERS:        At the address set forth on the signature page of this Agreement.

               With copies to:

               Hornblower & Weeks, Inc.
               110 Wall St. 24th Floor
               New York, NY 10005
               Telecopier No.: (212) 968-1749
               ATTN: Jason Goldstein

         11. SURVIVAL OF REPRESENTATIONS  AND WARRANTIES.  The Company's and the
Buyers'  representations  and  warranties  herein shall  survive for a period of
fifteen (15) months after the execution and delivery of this Agreement and shall
inure  to the  benefit  of the  Buyers  and the  Company  and  their  respective
successors and assigns.

         12. FEES; EXPENSES.

                  a. At each  Closing,  Hornblower & Weeks,  Inc.  shall receive
cash  compensation  equal to thirteen percent (13%) of the gross proceeds of the
Debentures and the Company shall issue one or more warrants (the  "Warrants") to
purchase shares of the Common Stock to such persons as Hornblower & Weeks,  Inc.
shall designate on the following  basis: For every $1,000 funded to the Company,
the Company  shall issue  Warrants to  purchase  2,000  shares of the  Company's
Common  Stock.  The cash fees shall be deducted from the proceeds of the sale of
the Debentures.






                                       16
<PAGE>


         IN WITNESS WHEREOF, this Agreement has been duly executed by the Buyers
and the Company as of the date set forth below.

Date: as of ______,  2002

                             COMPANY:

                             UNIVERCELL HOLDINGS, INC.




                             By:  /s/ Sean Fulda
                             Name and Title: Sean Fulda, Chief Executive Officer


                             BUYER: [COMPLETED AND EXECUTED BY THE
                             BUYERS INDICATED ON SCHEDULE I]

                             Name:______________________________________________

                             By:________________________________________________
                                          (Signature of Authorized Person)
                             Printed Name and Title:

                             Address:___________________________________________
                                     ___________________________________________
                             Telephone:_________________________________________
                             Facsimile:_________________________________________
                             Jurisdiction of Incorporation:_____________________
                             Value of Debentures to be Purchased:
                                                              $_________________





                                       17
<PAGE>


Schedule I        SCHEDULE OF BUYERS

Exhibit A         FORM OF DEBENTURE

Exhibit B         REGISTRATION RIGHTS AGREEMENT

Exhibit C         OPINION OF COUNSEL







                                       18
<PAGE>


                                   SCHEDULE I

                               SCHEDULE OF BUYERS

UNIVERCELL HOLDINGS, INC. - PRIVATE PLACEMENT OF CONVERTIBLE DEBENTURES DUE 2004

FIRST CLOSING - CLOSING DATE 3/27/02

         Scott J. and Robin L. Hughes                      $20,000
         Ronald S. Sheldon Living Trust                    $25,000
         Stephen Vedo                                      $50,000
         Crusoe Capital                                    $20,000
         Paul Dowden                                      $100,000
         Michael A. Siese                                 $100,000

TOTAL FIRST CLOSING:                                      $315,000

SECOND CLOSING - CLOSING DATE 4/30/02

         Clifton H. Kees and Jane I. Kees
                Trustees for Kees Family
                Living Trust                               $30,000
         Peter Card                                        $20,000
         George E. Anderson                                $10,000
         Neil Jones                                        $20,000
         Robert  Duch                                      $20,000
         Daniel Grillo                                     $50,000
         Lance Adams                                       $20,000
         Bonney Goldstein Irrevocable Trust                $15,000
         Terry L. and Carol S. Conner                      $25,000
         Charles Xue                                       $50,000
         Joseph L. Maggini                                 $25,000

TOTAL SECOND CLOSING:                                     $285,000

THIRD CLOSING - CLOSING DATE 5/7/02

         J. Michael Moyer                                  $25,000
         Troy Otillio and Jennifer Otillio
         Ttees for the Troy and Jennifer
         Otillio Living Revocable Trust
         Dtd:  11/5/96                                     $25,000

TOTAL THIRD CLOSING:                                       $50,000

TOTAL FOR THE ENTIRE PRIVATE PLACEMENT:                   $650,000



                                       19
<PAGE>


                                    EXHIBIT A


                                    DEBENTURE

              NEITHER THESE SECURITIES NOR THE SECURITIES  ISSUABLE
              UPON CONVERSION  HEREOF HAVE BEEN REGISTERED WITH THE
              UNITED STATES  SECURITIES AND EXCHANGE  COMMISSION OR
              THE  SECURITIES  COMMISSION OF ANY STATE OR UNDER THE
              SECURITIES  ACT OF 1933, AS AMENDED.  THE  SECURITIES
              ARE  RESTRICTED  AND  MAY  NOT  BE  OFFERED,  RESOLD,
              PLEDGED OR TRANSFERRED  EXCEPT AS PERMITTED UNDER THE
              ACT PURSUANT TO REGISTRATION  REQUIREMENTS THEREOF OR
              EXEMPTION THEREFROM.

No. __                                                 $___________

                            UNIVERCELL HOLDINGS, INC.

                   CONVERTIBLE DEBENTURE DUE ________ __, 2004

         FOR VALUE RECEIVED,  UNIVERCELL HOLDINGS, INC., a corporation organized
and  existing  under the laws of the State of Florida  (the  "Company"),  hereby
promises to pay to ___________________, a __________________, having its address
at  ______________________  or its assigns (the "Holder"),  the principal sum of
________ and 00/100 Dollars  ($____________)  on ______ ___, 2004 (the "Maturity
Date") and to pay simple interest on the principal sum outstanding  from time to
time in arrears (i) upon  conversion as provided  herein or (ii) on the Maturity
Date,  at the rate of 6% per annum.  Interest  shall  commence to accrue on this
Debenture  on the first such  business  day to occur  after the date  hereof and
shall  continue on a daily basis until  payment in full of the principal sum has
been  made or duly  provided  for or until the full  outstanding  amount of this
Debenture has been converted in accordance with the provisions hereof.

         This Debenture is the Debenture referred to in the Securities  Purchase
Agreement (the "Securities  Purchase Agreement") dated _______ __, 2002, between
the Company  and the  Holder,  is subject to the  provisions  of the  Securities
Purchase   Agreement  and  further  is  subject  to  the  following   additional
provisions:

         1. This Debenture has been issued subject to investment representations
of the original  purchaser  hereof and may be  transferred  or exchanged only in
compliance  with the  Securities  Act and other  applicable  state  and  foreign
securities  laws. In the event of any proposed  transfer of this Debenture,  the
Company may  require,  prior to issuance of a new  Debenture in the name of such
other person, that it receive reasonable transfer documentation  including legal
opinions that the issuance of the Debenture in such other name does not and will
not cause a violation of the Securities  Act or any applicable  state or foreign
securities  laws.  Prior to due presentment for transfer of this Debenture,  the
Company  and any agent of the  Company



                                       20
<PAGE>


may treat the  person in whose name this  Debenture  is duly  registered  on the
Company's  Debenture  Register as the owner  hereof for the purpose of receiving
payment  as herein  provided  and for all other  purposes,  whether  or not this
Debenture  be  overdue,  and  neither  the  Company  nor any such agent shall be
affected by notice to the contrary.

         2. The Holder is entitled to, at any time or from time to time, convert
the  Conversion  Amount into shares of Common  Stock of the  Company,  par value
$.001 per share ("Common Stock"), at a conversion price for each share of Common
Stock (the "Conversion Price") equal to the lower of (x) 200% of the closing bid
price per share (as reported by Bloomberg,  LP) on the Closing Date, and (y) 70%
of the lowest closing bid price per share (as reported by Bloomberg,  LP) of the
Company's  Common Stock for the twenty (20) Trading Days  immediately  preceding
the date of  conversion.  The  Conversion  Price will be adjusted as provided in
Section 6.

                  a. For purposes of this  Debenture,  the following  terms have
the meanings indicated below:

                  (i)  "Conversion  Amount" shall mean the sum of (A) all or any
portion of the outstanding principal amount of this Debenture,  as designated by
the Holder upon  exercise of its right of  conversion  and (B) all interest that
has accrued on the portion of the principal  amount that has been designated for
payment pursuant to (A).

                  (ii) "Market  Price of the Common Stock" means (x) the closing
bid price of the Common Stock for the period indicated in the relevant provision
hereof  (unless  a  different  relevant  period  is  specified  in the  relevant
provision),  as reported by Bloomberg, LP or, if not so reported, as reported on
the  over-the-counter  market  or (y) if the  Common  Stock is listed on a stock
exchange,  the closing  price on such  exchange,  as reported in The Wall Street
Journal.

                  (iii)  "Trading  Day" shall mean any day on which the New York
Stock Exchange is open for business.

                   b.  Conversion  shall  be  effectuated  by  surrendering  the
Debentures  to be converted to the Company's  transfer  agent,  Corporate  Stock
Transfer,  accompanied  by or preceded  by  facsimile  or other  delivery to the
Company of the form of conversion  notice attached hereto as Exhibit A, executed
by the Holder of the Debenture  evidencing  such  Holder's  intention to convert
this Debenture or a specified  portion hereof,  and accompanied,  if required by
the Company,  by proper  assignment  hereof in blank.  No  fractional  shares of
Common  Stock or scrip  representing  fractions  of  shares  will be  issued  on
conversion,  but the number of shares  issuable  shall be rounded to the nearest
whole share.  The date on which notice of conversion  is given (the  "Conversion
Date") shall be deemed to be the date on which the Company receives by fax or by
mail the conversion  notice ("Notice of Conversion"),  substantially in the form
annexed  hereto as Exhibit A, duly executed,  to the Company;  PROVIDED that the
Holder shall deliver to the Company's transfer agent or the Company the original
Debentures  being converted within five (5) business days thereafter (and if not
so delivered  within such time, the  Conversion  Date shall be the date on which
the  later  of the  Notice  of  Conversion  and the  original  Debentures  being
converted  is  received  by the  Company).  Facsimile  delivery of the Notice of
Conversion  shall be accepted by the Company at facsimile  number (800) 892-2355
ATTN: Corporate Secretary.



                                       A-2
<PAGE>


Except as  otherwise  provided,  certificates  representing  Common  Stock  upon
conversion  will be  delivered  within five (5)  business  days from the date of
delivery of the Notice of Conversion.

         3. Unless demand has otherwise been made in writing for payment in cash
by the Holder,  any Debentures not previously  received for conversion as of the
Maturity Date shall be deemed to have been  surrendered for conversion,  without
further  action of any kind by the  Company or any of its agents,  employees  or
representatives,  as of the Maturity Date at the Conversion  Price applicable on
the Maturity Date ("Mandatory Conversion").

         4. No provision of this Debenture  shall alter or impair the obligation
of the Company,  which is absolute and unconditional,  to Convert this Debenture
into  Common  Stock,  at the  time,  place,  and rate  herein  prescribed.  This
Debenture is a direct obligation of the Company.

         5. If the Company (a) merges or consolidates  with another  corporation
or after  business  entity and the  Company is not the  surviving  entity or (b)
sells or transfers all or substantially  all of its assets to another person and
the holders of the Common Stock are  entitled to receive  stock,  securities  or
property in respect of or in exchange for Common  Stock,  then as a condition of
such  merger,  consolidation,  sale  or  transfer,  the  Company  and  any  such
successor, purchaser or transferee will agree that this Debenture may thereafter
be converted on the terms and subject to the conditions set forth above into the
kind and amount of stock,  securities or property  receivable  upon such merger,
consolidation,  sale or  transfer  by a holder of the number of shares of Common
Stock into which this  Debenture  might have been converted  immediately  before
such merger, consolidation, sale or transfer, subject to adjustments which shall
be as nearly equivalent as may be practicable.  In the event of any (i) proposed
merger or  consolidation  where the Company is not the surviving  entity or (ii)
sale or  transfer of all or  substantially  all of the assets of the Company (in
either  such  case,  a "Sale"),  the  Holder  shall have the right to convert by
delivering a Notice of  Conversion  to the Company  within  fifteen (15) days of
receipt of notice of such Sale from the Company.

         6.  If,  at any  time  while  any  portion  of this  Debenture  remains
outstanding, the Company effectuates a stock split or reverse stock split of its
Common  Stock or issues a dividend on its Common Stock  consisting  of shares of
Common Stock or otherwise  recapitalizes  its Common Stock, the Conversion Price
shall be equitably adjusted to reflect such action. By way of illustration,  and
not in limitation,  of the foregoing (i) if the Company  effectuates a 2:1 split
of its Common Stock,  thereafter,  with respect to any  conversion for which the
Company  issues the shares after the record date of such split,  the  Conversion
Price  shall be  deemed  to be  one-half  of what it had been  calculated  to be
immediately prior to such split; (ii) if the Company  effectuates a 1:10 reverse
split of its Common Stock, thereafter,  with respect to any conversion for which
the Company issues the shares after the record date of such reverse  split,  the
Conversion  Price  shall be deemed to be the  amount  of such  Conversion  Price
calculated  immediately  prior to the record date multiplied by 10; and (iii) if
the Company  declares a stock dividend of one share of Common Stock for every 10
shares  outstanding,  thereafter,  with respect to any  conversion for which the
Company issues the shares after the record date of such dividend, the Conversion
Price  shall be deemed  to be the  amount of such  Conversion  Price  calculated
immediately  prior to such record date  multiplied  by a fraction,  of which the
numerator is the number of shares (10) for



                                       A-3
<PAGE>


which a  dividend  share will be issued and the  denominator  is such  number of
shares plus the dividend share(s) issuable or issued thereon (11).

         7. All payments  contemplated hereby to be made "in cash" shall be made
by wire transfer of immediately  available funds in such coin or currency of the
United  States of America as at the time of payment is legal  tender for payment
of public and private debts. All payments of cash and each delivery of shares of
Common Stock issuable to the Holder as contemplated  hereby shall be made to the
Holder to an account  designated  by the Holder to the Company and if the Holder
has not  designated  any such  accounts at the  address  last  appearing  on the
Debenture  Register of the Company as  designated  in writing by the Holder from
time to time; except that the Holder may designate,  by notice to the Company, a
different delivery address for any one or more specific payments or deliveries.

         8. The Holder of the Debenture,  by acceptance hereof, agrees that this
Debenture is being  acquired for investment and that such Holder will not offer,
sell or  otherwise  dispose  of this  Debenture  or the  Shares of Common  Stock
issuable upon  conversion  thereof  except in  compliance  with the terms of the
Securities  Purchase  Agreement and the Registration  Rights Agreement and under
circumstances  which will not result in a violation of the Securities Act or any
applicable  state Blue Sky or foreign laws or similar laws  relating to the sale
of securities.

         9. This Debenture shall be governed by and construed in accordance with
the  laws  of the  State  of New  York.  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 and
hereby waives, to the maximum extent permitted by law, any objection,  including
any  objection  based  on  FORUM  NON  COVENIENS,  to the  bringing  of any such
proceeding in such  jurisdictions.  To the extent  determined by such court, the
Company  shall   reimburse  the  Holder  for  any  reasonable   legal  fees  and
disbursements  incurred by the Holder in  enforcement of or protection of any of
its rights under this Debenture or the Securities Purchase Agreement.

         10. The following shall constitute an "Event of Default":

                  a. The Company  fails in the payment of  principal or interest
on this Debenture as required hereunder and the same shall continue for a period
of three (3) days; or

                  b.  Any of  the  representations  or  warranties  made  by the
Company herein, in the Securities  Purchase  Agreement,  the Registration Rights
Agreement,  dated ______ __, 2002 between the Company and the Investors  therein
(the  "Registration  Rights  Agreement"),  or in any certificate or financial or
other written  statements  heretofore  or hereafter  furnished by the Company in
connection  with the execution and delivery of this  Debenture or the Securities
Purchase  Agreement shall be false or misleading in any material  respect at the
time made; or

                  c. The Company  fails to issue  shares of Common  Stock to the
Holder or to cause its  Transfer  Agent to issue  shares  of Common  Stock  upon
exercise by the Holder of the conversion rights of the Holder in accordance with
the terms of this Debenture, fails to transfer or to cause its Transfer Agent to
transfer  any  certificate  for shares of Common Stock issued to the Holder upon
conversion  of  this  Debenture  and  when  required  by this  Debenture  or the



                                       A-4
<PAGE>


Registration  Rights Agreement,  and such transfer is otherwise lawful, or fails
to remove any restrictive  legend or to cause its Transfer Agent to transfer any
certificate  or any shares of Common Stock issued to the Holder upon  conversion
of this Debenture as and when required by this  Debenture,  the Agreement or the
Registration  Rights Agreement and such legend removal is otherwise lawful,  and
any such failure shall continue uncured for five (5) business days after written
notice from the Holder of such failure; or

                  d. The  Company  shall  fail to  perform  or  observe,  in any
material respect, any other covenant, term, provision,  condition,  agreement or
obligation  of the  Debenture  and,  except the case of Section 5, such  failure
shall  continue  uncured for a period of thirty (30) days after  written  notice
from the holder of such  failure.  The Company shall fail to perform or observe,
in any material respect, any covenant, term, provision,  condition, agreement or
obligation  of the  Company  under  the  Securities  Purchase  Agreement  or the
Registration  Rights  Agreement  and such failure shall  continue  uncured for a
period of thirty (30) days after written notice from the Holder of such failure;
or

                  e. The Company shall (1) admit in writing its inability to pay
its debts  generally as they mature;  (2) make an assignment  for the benefit of
creditors  or  commence  proceedings  for its  dissolution;  or (3) apply for or
consent to the appointment of a trustee, liquidator or receiver for its or for a
substantial part of its property or business; or

                  f. A trustee,  liquidator  or receiver  shall be appointed for
the Company or for a  substantial  part of its property or business  without its
consent  and  shall  not  be  discharged  within  sixty  (60)  days  after  such
appointment; or

                  g.  Any   governmental   agency  or  any  court  of  competent
jurisdiction at the instance of any governmental  agency shall assume custody or
control of the whole or any  substantial  portion of the properties or assets of
the Company and shall not be dismissed within sixty (60) days thereafter; or

                  h. Any final money judgment, writ or warrant of attachment, or
similar  process,  not  subject to  appeal,  in excess of  One-Hundred  Thousand
($100,000)  Dollars  in the  aggregate  shall be entered  or filed  against  the
Company  or any of its  properties  or other  assets  and shall  remain  unpaid,
unvacated,  unbonded or unstayed for a period of sixty (60) days or in any event
later than five (5) days prior to the date of any proposed sale thereunder; or

                  i.  Bankruptcy,  reorganization,   insolvency  or  liquidation
proceedings or other  proceedings for relief under any bankruptcy law or any law
for the relief of debtors  shall be instituted by or against the Company and, if
instituted  against the Company,  shall not be dismissed  within sixty (60) days
after such  institution or the Company shall by any action or answer approve of,
consent  to,  or  acquiesce  in any  such  proceedings  or  admit  the  material
allegations of, or default in answering a petition filed in any such proceeding;
or

                  j. The  Company  shall  have its  Common  Stock  suspended  or
delisted from an exchange for a period in excess of five (5) trading days.



                                      A-5
<PAGE>


Then, or at any time  thereafter,  and in each and every such case,  unless such
Event of Default  shall have been waived in writing by a majority in interest of
the Holders of the  Debentures  (which waiver shall not be deemed to be a waiver
of any  subsequent  default)  at the option of a  majority  in  interest  of the
Holders and in the  discretion  of a majority in  interest of the  Holders,  the
Holder may at its option and discretion  declare this  Debenture,  together with
all accrued and unpaid  interest  herein,  to be  immediately  due and  payable,
without  presentment,  demand,  protest or notice of any kinds, all of which are
hereby  expressly  waived,  anything herein or in any note or other  instruments
contained  to the  contrary  notwithstanding,  and a majority in interest of the
Holders may immediately  enforce any and all of the Holder's rights and remedies
provided herein or any other rights or remedies afforded by law.

         11.  Nothing   contained  in  this  Debenture  shall  be  construed  as
conferring  upon the  Holder  the right to vote or to  receive  dividends  or to
consent  or  receive  notice as a  shareholder  in  respect  of any  meeting  of
shareholders  or any rights  whatsoever as a shareholder of the Company,  unless
and to the extent converted in accordance with the terms hereof.

         12. This  Debenture  may be amended only by the written  consent of the
parties  hereto.  Notwithstanding  the foregoing,  the principal  amount of this
Debenture shall  automatically be reduced by any and all Conversion  Amounts (to
the extent that the same relate to principal hereof). In the absence of manifest
error,  the outstanding  principal amount of the Debenture on the Company's book
and records shall be the correct amount.

         13. No waivers or consents in regard to any provision of this Debenture
may be given other than by an instrument in writing signed by the Holder.






                                      A-6
<PAGE>


         IN WITNESS  WHEREOF,  the Company has caused this  Debenture to be duly
executed by an officer thereunto duly authorized.

Dated: _______ ___, 2002
                                          UNIVERCELL HOLDINGS, INC.

                                          By:___________________________________

                                          ______________________________________
                                          (Print Name)
                                          ______________________________________
                                          (Title)





                                      A-7

<PAGE>


                                    EXHIBIT A

                              NOTICE OF CONVERSION

   (To be Executed by the Registered Holder in order to Convert the Debenture)

     The undersigned hereby irrevocably elects to convert $ ________________  of
the principal  amount of the above Debenture No. ___ into Shares of Common Stock
of UNIVERCELL HOLDINGS, INC. (the "Company") according to the conditions hereof,
as of the date written below.  After giving effect to the  conversion  requested
hereby, the outstanding principal amount of such  debenture is $ _______________
subject to confirmation by the Company endorsed below.

Conversion Date*

--------------------------------------------------------------------------------

Applicable Conversion Price

--------------------------------------------------------------------------------

Signature

--------------------------------------------------------------------------------
                                     [Name]

Address:

--------------------------------------------------------------------------------


--------------------------------------------------------------------------------

* This original  Debenture must be received by the Company or its transfer agent
by the fifth business date following the Conversion Date.

The  Company  hereby  confirms  that  $  ___________  in  principal   amount  is
outstanding  under the above  Debenture  after giving  effect to the  conversion
requested hereby.

                                       UNIVERCELL HOLDINGS, INC.

                                       By:
                                          --------------------------------------


                                       -----------------------------------------
                                       (Print Name)


                                       -----------------------------------------
                                       (Title)


                                      A-8
<PAGE>

                                    EXHIBIT B

                          REGISTRATION RIGHTS AGREEMENT
                            (CONVERTIBLE DEBENTURES)

     THIS  REGISTRATION  RIGHTS  AGREEMENT,  dated as of _____  __,  2002  (this
"Agreement"),  is made by and  between  UNIVERCELL  HOLDINGS,  INC.,  a  Florida
corporation,  with headquarters located at 1 Randall Avenue, Baltimore, MD 21208
(the  "Company"),  and  each  entity  named  on the  signature  page  hereto  as
"Investors" (each, an "Investor").

                              W I T N E S S E T H:

     WHEREAS,  upon the terms and subject to the  conditions  of the  Securities
Purchase  Agreement,  dated as of _____ __,  2002,  between  the  Buyers  listed
therein  and  the  Company  (the  "Securities  Purchase  Agreement";  terms  not
otherwise  defined  herein  shall  have  the  meanings  ascribed  to them in the
Securities Purchase Agreement),  the Company has agreed to issue and sell to the
Investors  one  or  more  debentures  of the  Company,  in a  minimum  aggregate
principal  amount of $500,000 and a maximum  aggregate amount of $1,000,000 (the
"Debentures"); and

     WHEREAS,  the Debentures are  convertible  into shares of Common Stock (the
"Conversion Shares"; which term, for purposes of this Agreement,  shall include,
without  limitation,  shares of Common Stock of the Company  issuable in lieu of
accrued interest on conversion as contemplated by the Debentures) upon the terms
and subject to the conditions contained in the Debentures.

     WHEREAS,  to induce the  Investors  to execute and  deliver the  Securities
Purchase  Agreement,  the  Company  has agreed to provide  certain  registration
rights  under  the  Securities  Act of  1933,  as  amended,  and the  rules  and
regulations  thereunder,  or any similar  successor statute  (collectively,  the
"Securities Act"), with respect to the Conversion Shares;

     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 Company  and the  Investors
hereby agree as follows:

     1. DEFINITIONS.  As used in this Agreement,  the following terms shall have
the following meanings:

         a.  "Investor"  means  an  Investor  and any  permitted  transferee  or
assignee  who agrees to become  bound by the  provisions  of this  Agreement  in
accordance  with  Section  9 hereof  and who  holds  Debentures  or  Registrable
Securities.


                                      B-1
<PAGE>

         b.  "Potential  Material  Event"  means any of the  following:  (i) the
possession by the Company of material  information  not ripe for disclosure in a
registration statement, which shall be evidenced by determinations in good faith
by the Board of Directors of the Company that disclosure of such  information in
the  registration  statement would be detrimental to the business and affairs of
the Company;  or (ii) any material  engagement  or activity by the Company which
would, in the good faith determination of the Board of Directors of the Company,
be adversely  affected by disclosure in a  registration  statement at such time,
which  determination  shall be accompanied by a good faith  determination by the
Board of  Directors  of the Company  that the  registration  statement  would be
materially misleading absent the inclusion of such information.

         c. "Register," "Registered," and "Registration" refer to a registration
effected by  preparing  and filing a  Registration  Statement or  Statements  in
compliance with the Securities Act and pursuant to Rule 415 under the Securities
Act or any  successor  rule  providing  for offering  securities on a continuous
basis ("Rule 415"),  and the  declaration or ordering of  effectiveness  of such
Registration Statement by the SEC.

         d. "Registrable Securities" means the Conversion Shares.

         e.  "Registration  Statement"  means a  registration  statement  of the
Company under the Securities Act.

         f. "SEC" means the United States Securities and Exchange Commission.

     2. REGISTRATION.

         (a) Mandatory Registration.

              (i) The  Company  shall  prepare and file with the SEC, as soon as
         possible  after  the  Closing  Date  and no later  than  ten (10)  days
         following  the Closing  Date (the  "Required  Filing  Date"),  either a
         Registration  Statement  or an  amendment  to an existing  Registration
         Statement,  in either  event  registering  for resale by the  Investors
         9,932,904  shares of Common Stock in order that the  Investors may sell
         the  Registrable  Securities.  The  Registration  Statement  (W)  shall
         include only the  Registrable  Securities  and shares to be issued upon
         the exercise of warrants to purchase  Common Stock issued in connection
         with the sale of the  Debentures  and (X) shall  also  state  that,  in
         accordance  with  Rule 416 and 457 under the  Securities  Act,  it also
         covers such  indeterminate  number of additional shares of Common Stock
         as may become  issuable upon  conversion  of the  Debentures to prevent
         dilution  resulting from stock splits or stock  dividends.  The Company
         will  use its  reasonable  best  efforts  to  cause  such  Registration
         Statement  to be declared  effective on a date no later than sixty (60)
         days after the Closing Date.

              (ii) If at any time (an "Increased  Registered Shares Date"),  the
         number  of  shares  of  Common  Stock  represented  by the  Registrable
         Securities,  issued or to be issued as  contemplated by the Transaction
         Agreements, exceeds the aggregate number of shares of Common Stock then
         registered,  the Company  shall,  within


                                      B-2
<PAGE>

         ten (10)  business  days  after  receipt of a written  notice  from any
         Investor, either (X) amend the relevant Registration Statement filed by
         the Company pursuant to the preceding  provisions of this Section 2, if
         such Registration  Statement has not been declared effective by the SEC
         at  that  time,  to  register  two  hundred   percent  (200%)  of  such
         Registrable  Shares,   computed  as  contemplated  by  the  immediately
         preceding  subparagraph (i), or (Y) if such Registration  Statement has
         been declared  effective by the SEC at that time,  file with the SEC an
         additional   Registration   Statement  (an   "Additional   Registration
         Statement")  to register  two hundred  percent  (200%) of the shares of
         Common  Stock  represented  by  the  Registrable  Shares,  computed  as
         contemplated by the immediately preceding subparagraph (i), that exceed
         the aggregate number of shares of Common Stock already  registered.  If
         the Company has insufficient  authorized but unissued shares to satisfy
         the  foregoing  commitment,  the Company will use its  reasonable  best
         efforts to first  solicit  the  consent of the holders of a majority of
         its outstanding  shares entitled to vote thereon to increase the number
         of shares of the  Company's  common stock to the amount  required to be
         registered  under  this  Section  2(a)(ii),  then  promptly  to file an
         information  statement  with  respect to such  increase  in  authorized
         shares with the SEC and as promptly as permitted thereafter to send the
         information statement to all of the stockholders of the Company who did
         not so consent.  The Company will  thereafter use its  reasonable  best
         efforts to include the additional  shares of Common Stock so authorized
         to be included in the amended Registration  Statement or the Additional
         Registration  Statement,  as the case may be, and to cause the  amended
         Registration Statement or the Additional Registration Statement, as the
         case may be, to be declared effective as promptly as possible and in no
         event later than (90) days after the Increased Registered Shares Date.

         (b) PAYMENTS BY THE COMPANY.

              (i)  If  the  Registration   Statement  covering  the  Registrable
         Securities is not filed with the SEC by the Required  Filing Date,  the
         Company will make payment to the  Investors in such amounts and at such
         times as shall be determined pursuant to this Section 2(b).

              (ii) If the Company does not respond to comments issued by the SEC
         within two (2) business days of first receipt thereof by the Company or
         its counsel,  then the Company will make  payments to the  Investors in
         such amounts and at such times as shall be determined  pursuant to this
         Section 2(b).

              (iii) If either the  conditions  set forth in Sections  2(b)(i) or
         2(b)(ii) are not satisfied as required  thereby,  then within three (3)
         days after the end of the time periods  referenced in Sections  2(b)(i)
         or 2(b)(ii) (the third such date being  referred to as the "Set Date"),
         as the case may be, the Company shall  immediately pay to the Investors
         without  demand  therefore a cash  amount  equal to 2% per month of the
         outstanding  principal amount of the Debentures and, until such time as
         the actions required by Sections  2(b)(i) or 2(b)(ii),  as the case may
         be,  shall have been  taken,  the same amount  shall  accrue and become
         payable to the


                                      B-3
<PAGE>

         Investors  within  three  days on the  same day as the Set Date of each
         subsequent  month until such Sections shall have been complied with. In
         light of the difficulty of  ascertaining  the amount of damage that the
         Investors  will suffer as a result of the  Company's  failure to comply
         therewith,  all amounts  payable under this Section shall be payable as
         liquidated  damages,  and not as a penalty.  The Company shall keep the
         registration statement effective throughout the period during which the
         life of the Registrable Securities are issued and outstanding.

              (iv)  The  parties  acknowledge  that  the  damages  which  may be
         incurred by the Investors if the Registration Statement is not filed by
         the Required Filing Date or if the Registration  Statement has not been
         declared  effective  as  promptly  as  possible  may  be  difficult  to
         ascertain.  The parties  agree that the  Periodic  Amounts  represent a
         reasonable  estimate on the part of the parties, as of the date of this
         Agreement,  of the amount of such  damages,  and shall be the exclusive
         remedy.

              (v)  Notwithstanding  the  foregoing,  the amounts  payable by the
         Company  pursuant to this provision  shall not be payable to the extent
         any delay in the  effectiveness  of the  Registration  Statement occurs
         because  of an act of,  or a  failure  to act or to act  timely  by the
         Investors  or its  counsel,  or in  the  event  all of the  Registrable
         Securities  may be sold  pursuant  to  Rule  144 or  another  available
         exemption under the Act.

     3.  OBLIGATIONS OF THE COMPANY.  In connection with the registration of the
Registrable Securities, the Company shall do each of the following:

         (a) Prepare promptly, and file with the SEC by the Required Filing Date
a Registration Statement with respect to not less than the number of Registrable
Securities  provided in Section 2(a) above,  and  thereafter  use its reasonable
efforts to cause such Registration  Statement relating to Registrable Securities
to become effective as promptly as possible and keep the Registration  Statement
effective at all times during the period (the "Registration  Period") continuing
until the  earliest of (i) the date that is five (5) years after the last day of
the calendar month following the month in which the Effective Date occurs,  (ii)
the date when the Investors may sell all Registrable  Securities under Rule 144,
or (iii) the date the Investors no longer own any of the Registrable Securities,
which Registration  Statement  (including any amendments or supplements  thereto
and prospectuses  contained therein) shall not contain any untrue statement of a
material fact or omit to state a material fact required to be stated  therein or
necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading;

         (b)  Prepare  and  file  with  the  SEC  such   amendments   (including
post-effective amendments) and supplements to the Registration Statement and the
prospectus  used  in  connection  with  the  Registration  Statement  as  may be
necessary to keep the Registration  Statement  effective at all times during the
Registration  Period,  and,  during the  Registration  Period,  comply  with the
provisions  of  the  Securities  Act  with  respect  to the  disposition  of all
Registrable  Securities  of the Company  covered by the  Registration  Statement
until such time as


                                      B-4
<PAGE>

all of such Registrable  Securities have been disposed of in accordance with the
intended methods of disposition by the seller or sellers thereof as set forth in
the Registration Statement;

         (c) The Company shall permit a single firm of counsel designated by the
Investors  to  review  the   Registration   Statement  and  all  amendments  and
supplements  thereto a  reasonable  period of time (but not less than  three (3)
business  days) prior to their filing with the SEC, and not file any document in
a form to which such counsel reasonably  objects.  If such counsel objects,  the
Required  Filing  Date shall be extended by the number of days from the date the
Registration Statement was delivered to such counsel to the date such counsel no
longer objects;

         (d) Notify each Investor,  such Investor's legal counsel  identified to
the  Company  (the  "Investor's   Counsel"),   and  any  managing   underwriters
immediately (and, in the case of (i)(A) below, not less than five (5) days prior
to such filing) and (if  requested  by any such  Person)  confirm such notice in
writing no later  than one (1)  business  day  following  the day (i)(A)  when a
Prospectus  or any  Prospectus  supplement  or  post-effective  amendment to the
Registration  Statement  is proposed to be filed;  (B) whenever the SEC notifies
the Company  whether  there will be a "review" of  Registration  Statement;  (C)
whenever the Company  receives (or a  representative  of the Company receives on
its behalf) any oral or written comments from the SEC relating to a Registration
Statement  (copies or, in the case of oral comments,  summaries of such comments
shall be  promptly  furnished  by the  Company to the  Investors);  and (D) with
respect to the Registration Statement or any post-effective  amendment, when the
same has become  effective;  (ii) of any request by the SEC or any other Federal
or  state   governmental   authority  for   amendments  or  supplements  to  the
Registration Statement or Prospectus or for additional information; (iii) of the
issuance  by the SEC of any  stop  order  suspending  the  effectiveness  of the
Registration  Statement covering any or all of the Registrable Securities or the
initiation of any Proceedings  for that purpose;  (iv) if at any time any of the
representations  or  warranties  of  the  Company  contained  in  any  agreement
(including any underwriting agreement) contemplated hereby ceases to be true and
correct in all  material  respects;  (v) of the  receipt  by the  Company of any
notification  with respect to the suspension of the  qualification  or exemption
from  qualification  of  any of  the  Registrable  Securities  for  sale  in any
jurisdiction,  or the  initiation  or  threatening  of any  Proceeding  for such
purpose;  and (vi) of the  occurrence of any event that to the best knowledge of
the Company makes any statement made in the Registration Statement or Prospectus
or any document  incorporated or deemed to be incorporated  therein by reference
untrue  in  any  material   respect  or  that  requires  any  revisions  to  the
Registration  Statement,  Prospectus or other  documents so that, in the case of
the  Registration  Statement or the Prospectus,  as the case may be, it will not
contain any untrue  statement  of a material  fact or omit to state any material
fact required to be stated therein or necessary to make the statements  therein,
in light of the  circumstances  under which they were made, not  misleading.  In
addition,  the Company shall  furnish the Investors  with copies of all intended
written  responses  to the comments  contemplated  in clause (C) of this Section
3(d) not  later  than one (1)  business  day in  advance  of the  filing of such
responses  with the SEC so that the  Investors  shall  have the  opportunity  to
comment thereon;

         (e) Furnish to each Investor and such  Investor's  Counsel (i) promptly
after the same is  prepared  and  publicly  distributed,  filed with the SEC, or
received  by the  Company,  one (1)  copy of the  Registration  Statement,  each
preliminary prospectus and prospectus, and each


                                      B-5
<PAGE>

amendment or supplement thereto, and (ii) such number of copies of a prospectus,
and all amendments and  supplements  thereto and such other  documents,  as such
Investor may reasonably  request in order to facilitate  the  disposition of the
Registrable Securities owned by such Investor;

         (f) As promptly as practicable  after  becoming  aware thereof,  notify
each  Investor  of the  happening  of any event of which the  Company has actual
knowledge,  as a result of which the  prospectus  included  in the  Registration
Statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material  fact  required to be stated  therein or  necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading,  and use its best efforts promptly to prepare a supplement
or amendment to the Registration  Statement or other appropriate filing with the
SEC to correct such untrue statement or omission, and deliver a number of copies
of such supplement or amendment to each Investor as such Investor may reasonably
request;

         (g) As promptly as practicable  after  becoming  aware thereof,  notify
each Investor who holds  Registrable  Securities being sold (or, in the event of
an underwritten  offering, the managing underwriters) of the issuance by the SEC
of a Notice of Effectiveness or any notice of effectiveness or any stop order or
other  suspension  of the  effectiveness  of the  Registration  Statement at the
earliest possible time;

         (h) Notwithstanding the foregoing,  if at any time or from time to time
after the date of  effectiveness  of the  Registration  Statement,  the  Company
notifies  the  Investors  in writing of the  existence  of a Potential  Material
Event,  the Investors  shall not offer or sell any  Registrable  Securities,  or
engage  in any  other  transaction  involving  or  relating  to the  Registrable
Securities,  from the time of the giving of notice  with  respect to a Potential
Material Event until such Investor receives written notice from the Company that
such  Potential  Material  Event  either has been  disclosed to the public or no
longer  constitutes a Potential  Material  Event;  PROVIDED,  HOWEVER,  that the
Company may not so suspend the right to such holders of  Registrable  Securities
for more than two twenty (20) business day periods in the  aggregate  during any
12-month  period  ("Suspension  Period")  with at least a ten (10)  business day
interval between such periods,  during the periods the Registration Statement is
required to be in effect;

         (i) Use its reasonable  efforts to secure and maintain the  designation
of all the Registrable  Securities covered by the Registration  Statement on the
NASDAQ/National Market System or the "OTC Bulletin Board Market" of the National
Association of Securities Dealers Automated  Quotations System ("NASDAQ") within
the  meaning of Rule  11Aa2-1 of the SEC under the  Securities  Exchange  Act of
1934, as amended (the  "Exchange  Act"),  and the  quotation of the  Registrable
Securities on The NASDAQ National Market System;  and further use its efforts to
arrange for at least two market makers to register with the National Association
of Securities  Dealers,  Inc.  ("NASD") as such with respect to such Registrable
Securities;

         (j)  Provide  a  transfer  agent and  registrar,  which may be a single
entity,  for the  Registrable  Securities not later than three (3) business days
after the effective date of the Registration Statement;


                                      B-6
<PAGE>

         (k) Cooperate with the Investors to facilitate  the timely  preparation
and  delivery  of  certificates  for the  Registrable  Securities  to be offered
pursuant to the  Registration  Statement  and enable such  certificates  for the
Registrable  Securities to be in such  denominations  or amounts as the case may
be, as the Investors may reasonably request, and, within three (3) business days
after a Registration  Statement which includes Registrable Securities is ordered
effective by the SEC, the Company shall  deliver,  and shall cause legal counsel
selected by the Company to deliver,  to the transfer  agent for the  Registrable
Securities  (with  copies to the  Investors  whose  Registrable  Securities  are
included in such Registration  Statement) an appropriate instruction and opinion
of such counsel;

         (l) Take  all  other  reasonable  actions  necessary  to  expedite  and
facilitate disposition by the Investor of the Registrable Securities pursuant to
the Registration Statement;

         (m) Not take,  or omit to take,  any actions  that would  preclude  the
filing or effectiveness of the Registration  Statement or require the withdrawal
of the Registration Statement;

         (n) Not complete any  acquisitions or business  combinations  until the
SEC has declared effective the registration  statement that registers the shares
of Common Stock underlying the Debentures.

     4. OBLIGATIONS OF THE INVESTORS. In connection with the registration of the
Registrable Securities, the Investors shall have the following obligations:

         (a) It shall be a condition precedent to the obligations of the Company
to complete  the  registration  pursuant to this  Agreement  with respect to the
Registrable Securities of a particular Investor that such Investor shall furnish
to the Company such information  regarding  itself,  the Registrable  Securities
held by it, and the intended method of disposition of the Registrable Securities
held by it, as shall be reasonably  required to effect the  registration of such
Registrable  Securities and shall execute such documents in connection with such
registration as the Company may reasonably  request.  At least ten (10) business
days prior to the first anticipated  filing date of the Registration  Statement,
the Company shall notify each Investor of the information  the Company  requires
from each such Investor (the "Requested Information") if such Investor elects to
have any of such Investor's  Registrable Securities included in the Registration
Statement.  If at least  two (2)  business  days  prior to the  filing  date the
Company  has  not  received  the  Requested  Information  from  an  Investor  (a
"Non-Responsive Investor"), then the Company may file the Registration Statement
without including Registrable Securities of such Non-Responsive Investor;

         (b) Each Investor,  by such  Investor's  acceptance of the  Registrable
Securities,  agrees to cooperate with the Company as reasonably requested by the
Company  in  connection  with the  preparation  and  filing of the  Registration
Statement hereunder, unless such Investor has notified the Company in writing of
such  Investor's  election  to  exclude  all  of  such  Investor's   Registrable
Securities from the Registration Statement; and

         (c) Each  Investor  agrees  that,  upon  receipt of any notice from the
Company of the  happening of any event of the kind  described in Section 3(e) or
3(f),  above,  such  Investor

                                      B-7

<PAGE>

will immediately  discontinue  disposition of Registrable Securities pursuant to
the  Registration  Statement  covering such  Registrable  Securities  until such
Investor's  receipt of the  copies of the  supplemented  or  amended  prospectus
contemplated  by Section 3(e) or 3(f) and, if so directed by the  Company,  such
Investor shall deliver to the Company (at the expense of the Company) or destroy
(and deliver to the Company a  certificate  of  destruction)  all copies in such
Investor's  possession,  of the prospectus covering such Registrable  Securities
current at the time of receipt of such notice.

         (d) Each  holder  of  Registrable  Securities  that  sells  Registrable
Securities  pursuant  to a  registration  under this  Agreement  agrees  that in
connection with registration as follows:

              (i) Such seller  shall  cooperate as  reasonably  requested by the
         Company  with the Company in  connection  with the  preparation  of the
         registration statement,  and for as long as the Company is obligated to
         file and keep effective the  registration  statement,  shall provide to
         the Company,  in writing,  for use in the registration  statement,  all
         such information  regarding such seller and its plan of distribution of
         the Registrable Securities as may reasonably be necessary to enable the
         Company to prepare the registration  statement and prospectus  covering
         the Registrable Securities,  to maintain the currency and effectiveness
         thereof and otherwise to comply with all applicable requirements of law
         in connection therewith; and

              (ii)  During  such  time  as  such  seller  may  be  engaged  in a
         distribution  of the Registrable  Securities,  such seller shall comply
         with Rules 10b-6 and 10b-7  promulgated  under the Securities  Exchange
         Act and pursuant thereto it shall,  among other things;  (x) not engage
         in any stabilization  activity in connection with the securities of the
         Company in  contravention of such rules; (y) distribute the Registrable
         Securities  under  the  registration  statement  solely  in the  manner
         described in the registration statement;  and (z) cease distribution of
         such Registrable  Securities  pursuant to such  registration  statement
         upon written notice from the Company that the  prospectus  covering the
         Registrable Securities contains any untrue statement of a material fact
         required  to be stated  therein  or  necessary  to make the  statements
         therein not misleading.

     5. EXPENSES OF REGISTRATION.

         (a) All  reasonable  expenses  (other than  underwriting  discounts and
commissions of the Investors) incurred in connection with registrations, filings
or  qualifications  pursuant  to  Sections  2  and  3,  but  including,  without
limitation, all registration,  listing, and qualifications fees, printers, legal
and accounting fees, the fees and disbursements of counsel for the Company and a
fee for a single counsel for the Investors (as a group and not individually) not
exceeding  $80,000  for the  Registration  Statement  covering  the  Registrable
Securities  applicable  to the  Debentures  issued on the Closing  Date shall be
borne by the Company.

         (b) Neither the Company nor any of its subsidiaries has, as of the date
hereof, nor shall the Company nor any of its subsidiaries,  on or after the date
of this  Agreement,  entered


                                      B-8
<PAGE>

into any agreement with respect to its securities that is inconsistent  with the
rights  granted to the Investors in this  Agreement or otherwise  conflicts with
the provisions hereof.  Except as disclosed in the Securities Purchase Agreement
or the other  documents  entered  into  simultaneously  therewith,  neither  the
Company nor any of its  subsidiaries  has previously  entered into any agreement
granting any  registration  rights with respect to any of its  securities to any
Person.  Without  limiting the generality of the foregoing,  without the written
consent of the Investors holding a majority of the Registrable  Securities,  the
Company  shall not grant to any  person  the right to  request  the  Company  to
register  any  securities  of the Company  under the  Securities  Act unless the
rights so granted are subject in all respects to the prior rights in full of the
Investors  set forth herein,  and are not otherwise in conflict or  inconsistent
with the provisions of this Agreement and the other Transaction Agreements.

     6. INDEMNIFICATION. In the event any Registrable Securities are included in
a Registration Statement under this Agreement:

         (a) To the extent permitted by law, the Company will indemnify and hold
harmless each Investor who holds such  Registrable  Securities,  the  directors,
managers and members,  if any, of such Investor,  the officers,  if any, of such
Investor,  and each person, if any, who controls any Investor within the meaning
of the  Securities  Act or the Exchange Act (each,  an  "Indemnified  Person" or
"Indemnified  Party"),  against  any losses,  claims,  damages,  liabilities  or
expenses (joint or several)  incurred  (collectively,  "Claims") to which any of
them may become subject under the Securities Act, the Exchange Act or otherwise,
insofar  as such  Claims  (or  actions  or  proceedings,  whether  commenced  or
threatened,  in  respect  thereof)  arise  out of or are  based  upon any of the
following statements,  omissions or violations in the Registration Statement, or
any post-effective  amendment thereof, or any prospectus  included therein:  (i)
any untrue statement or alleged untrue statement of a material fact contained in
the  Registration  Statement  or any  post-effective  amendment  thereof  or the
omission or alleged  omission to state  therein a material  fact  required to be
stated therein or necessary to make the statements therein not misleading,  (ii)
any untrue statement or alleged untrue statement of a material fact contained in
the final  prospectus  (as amended or  supplemented,  if the  Company  files any
amendment thereof or supplement thereto with the SEC) or the omission or alleged
omission to state  therein any material  fact  necessary to make the  statements
made therein,  in light of the circumstances  under which the statements therein
were made,  not  misleading or (iii) any  violation or alleged  violation by the
Company of the Securities Act, the Exchange Act, any state securities law or any
rule or  regulation  under the  Securities  Act,  the  Exchange Act or any state
securities  law (the matters in the  foregoing  clauses (i) through (iii) being,
collectively,  "Violations").  Subject  to  clause  (b) of this  Section  6, the
Company shall  reimburse the  Investors,  promptly as such expenses are incurred
and  are due and  payable,  for any  legal  fees or  other  reasonable  expenses
incurred by them in connection with  investigating  or defending any such Claim.
Notwithstanding  anything to the contrary contained herein, the  indemnification
agreement  contained in this Section 6(a) shall not (I) apply to a Claim arising
out of or based upon a Violation which occurs in reliance upon and in conformity
with  information  furnished  in writing  to the  Company by or on behalf of any
Indemnified  Person  expressly for use in connection with the preparation of the
Registration  Statement or any such amendment thereof or supplement  thereto, if
such  prospectus  was timely made  available by the Company  pursuant to Section
3(c) hereof; (II) be available to the extent such Claim is based on a failure of
the Investor to deliver or cause to be delivered the  prospectus  made available
by the Company;  (III) apply to amounts


                                      B-9
<PAGE>

0paid in  settlement  of any Claim if such  settlement  is effected  without the
prior written  consent of the Company,  which consent shall not be  unreasonably
withheld;  or (IV) apply to any violation or alleged violation by an Indemnified
Person of the Securities Act, the Exchange Act, any state securities laws or any
rule or  regulation  under the  Securities  Act, the Exchange  Act, or any state
securities  laws.  Each  Investor  will  indemnify the Company and its officers,
directors and agents (each,  an  "Indemnified  Person" or  "Indemnified  Party")
against  any claims  arising out of or based upon a  Violation  which  occurs in
reliance upon and in  conformity  with  information  furnished in writing to the
Company, by or on behalf of such Investor,  expressly for use in connection with
the preparation of the Registration  Statement,  subject to such limitations and
conditions as are applicable to the  Indemnification  provided by the Company to
this Section 6. Such indemnity shall remain in full force and effect  regardless
of any  investigation  made by or on behalf of the Indemnified  Person and shall
survive the transfer of the Registrable  Securities by the Investors pursuant to
Section 9.

         (b) Promptly  after  receipt by an  Indemnified  Person or  Indemnified
Party  under  this  Section  6 of  notice  of the  commencement  of  any  action
(including any  governmental  action),  such  Indemnified  Person or Indemnified
Party  shall,  if a  Claim  in  respect  thereof  is  to  be  made  against  any
indemnifying  party under this  Section 6, deliver to the  indemnifying  party a
written notice of the commencement thereof and the indemnifying party shall have
the right to  participate  in,  and,  to the  extent the  indemnifying  party so
desires,  jointly with any other indemnifying party similarly noticed, to assume
control  of the  defense  thereof  with  counsel  mutually  satisfactory  to the
indemnifying  party and the Indemnified  Person or the Indemnified Party, as the
case may be. In case any such action is brought against any  Indemnified  Person
or Indemnified Party, and it notifies the indemnifying party of the commencement
thereof,  the indemnifying party will be entitled to participate in, and, to the
extent that it may wish,  jointly with any other  indemnifying  party  similarly
notified,  assume the defense thereof,  subject to the provisions  herein stated
and after  notice  from the  indemnifying  party to such  Indemnified  Person or
Indemnified  Party  of its  election  so to  assume  the  defense  thereof,  the
indemnifying  party will not be liable to such Indemnified Person or Indemnified
Party  under  this  Section  6 for any legal or other  reasonable  out-of-pocket
expenses  subsequently  incurred by such Indemnified Person or Indemnified Party
in  connection  with  the  defense  thereof  other  than  reasonable   costs  of
investigation,  unless the indemnifying party shall not pursue the action to its
final  conclusion.  The Indemnified  Person or Indemnified  Party shall have the
right to employ  separate  counsel in any such action and to  participate in the
defense  thereof,  but the fees and  reasonable  out-of-pocket  expenses of such
counsel  shall  not  be  at  the  expense  of  the  indemnifying  party  if  the
indemnifying party has assumed the defense of the action with counsel reasonably
satisfactory  to the  Indemnified  Person or Indemnified  Party.  The failure to
deliver written notice to the indemnifying party within a reasonable time of the
commencement of any such action shall not relieve such indemnifying party of any
liability to the Indemnified  Person or Indemnified  Party under this Section 6,
except to the extent that the indemnifying party is prejudiced in its ability to
defend such action. The indemnification required by this Section 6 shall be made
by  periodic   payments  of  the  amount   thereof  during  the  course  of  the
investigation or defense, as such expense, loss, damage or liability is incurred
and is due and payable.

     7. CONTRIBUTION. To the extent any indemnification by an indemnifying party
is  prohibited  or limited by law,  the  indemnifying  party  agrees to make the
maximum contribution with respect to any amounts for which it would otherwise be
liable  under  Section  6 to the  fullest


                                      B-10
<PAGE>

extent permitted by law;  PROVIDED,  HOWEVER,  that (a) no contribution shall be
made  under  circumstances  where the  maker  would  not have  been  liable  for
indemnification  under the fault standards set forth in Section 6; (b) no seller
of Registrable  Securities  guilty of fraudulent  misrepresentation  (within the
meaning  of  Section  11(f)  of  the  Securities   Act)  shall  be  entitled  to
contribution  from any seller of  Registrable  Securities  who was not guilty of
such  fraudulent  misrepresentation;  and  (c)  contribution  by any  seller  of
Registrable  Securities shall be limited in amount to the net amount of proceeds
received by such seller from the sale of such Registrable Securities.

     8.  REPORTS  UNDER  EXCHANGE  ACT.  With a view to making  available to the
Investors 0the benefits of Rule 144 promulgated  under the Securities Act or any
other  similar  rule or  regulation  of the SEC that may at any time  permit the
Investors to sell  securities of the Company to the public without  registration
("Rule 144"), the Company agrees to:

         a.  make and keep  public  information  available,  as those  terms are
understood and defined in Rule 144;

         b. file with the SEC in a timely manner all reports and other documents
required of the Company under the Securities Act and the Exchange Act;

         c. furnish to each Investor so long as such  Investor owns  Registrable
Securities,  promptly upon request,  (i) a written statement by the Company that
it has complied with the reporting  requirements of Rule 144, the Securities Act
and the Exchange Act, (ii) a copy of the most recent annual or quarterly  report
of the Company and such other  reports and documents so filed by the Company and
(iii)  such  other  information  as may be  reasonably  requested  to permit the
Investors to sell such securities pursuant to Rule 144 without registration; and

         d. cause its counsel to deliver to its transfer  agent such opinions of
law as shall be required to remove restrictive legends on the shares to be sold.


                                      B-11
<PAGE>

     9. ASSIGNMENT OF THE  REGISTRATION  RIGHTS.  The rights to have the Company
register   Registrable   Securities   pursuant  to  this   Agreement   shall  be
automatically  assigned by the Investors to any  transferee  of the  Registrable
Securities (or all or any portion of any unconverted Debenture) only if: (a) the
Investor  agrees in writing  with the  transferee  or  assignee  to assign  such
rights,  and a copy of such  agreement  is  furnished  to the  Company  within a
reasonable time after such  assignment,  (b) the Company is, within a reasonable
time after such transfer or assignment, furnished with written notice of (i) the
name and address of such  transferee  or assignee and (ii) the  securities  with
respect to which such registration rights are being transferred or assigned, (c)
immediately  following  such transfer or assignment  the further  disposition of
such securities by the transferee or assignee is restricted under the Securities
Act and  applicable  state  securities  laws,  and (d) at or before the time the
Company received the written notice  contemplated by clause (b) of this sentence
the transferee or assignee agrees in writing with the Company to be bound by all
of the  provisions  contained  herein.  In the  event of any  delay in filing or
effectiveness of the Registration Statement as a result of such assignment,  the
Company  shall not be liable for any damages  arising  from such  delay,  or the
payments set forth in Section 2(c) hereof arising from such delay.

     10. AMENDMENT OF REGISTRATION  RIGHTS.  Any provision of this Agreement may
be amended and the observance  thereof may be waived  (either  generally or in a
particular  instance and either  retroactively or prospectively),  only with the
written  consent of the Company  and  Investors  who hold a fifty (50%)  percent
interest of the  Registrable  Securities.  Any  amendment or waiver  effected in
accordance  with this  Section 10 shall be binding  upon each  Investor  and the
Company.

     11. MISCELLANEOUS.

         a.  A  person  or  entity  is  deemed  to be a  holder  of  Registrable
Securities  whenever  such  person or entity  owns of  record  such  Registrable
Securities.  If  the  Company  receives  conflicting  instructions,  notices  or
elections  from  two or more  persons  or  entities  with  respect  to the  same
Registrable  Securities,  the Company shall act upon the basis of  instructions,
notice  or  election  received  from the  registered  owner of such  Registrable
Securities.

         b. Notices  required or permitted to be given  hereunder shall be given
in the manner contemplated by the Securities  Purchase Agreement,  (i) if to the
Company or to the Investors,  to their  respective  address  contemplated by the
Securities  Purchase  Agreement,  and  (iii) if to any other  Investor,  at such
address as such Investor  shall have  provided in writing to the Company,  or at
such other  address as each such party  furnishes by notice given in  accordance
with this Section 11(b).

         c.  Failure  of any party to  exercise  any right or remedy  under this
Agreement or otherwise,  or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.

         d. This  Agreement  shall be governed by and  interpreted in accordance
with the laws of the State of New York for  contracts to be wholly  performed in
such state and without  giving effect to the  principles  thereof  regarding the
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


                                      B-12
<PAGE>

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 and hereby
waives,  to the maximum extent  permitted by law, any  objection,  including any
objection  based on FORUM NON COVENIENS,  to the bringing of any such proceeding
in such jurisdictions. To the extent determined by such court, the Company shall
reimburse the Buyer for any reasonable legal fees and disbursements  incurred by
the Buyer in  enforcement  of or  protection  of any of its  rights  under  this
Agreement.

         e. 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
enforceability of this Agreement in any other jurisdiction.

         f.  Subject to the  requirements  of Section 9 hereof,  this  Agreement
shall inure to the benefit of and be binding upon the  successors and assigns of
each of the parties hereto.

         g. All  pronouns and any  variations  thereof  refer to the  masculine,
feminine or neuter, singular or plural, as the context may require.

         h. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning thereof.

         i. This Agreement may be executed in one or more counterparts,  each of
which shall be deemed an original but all of which shall  constitute one and the
same agreement.  This Agreement,  once executed by a party,  may be delivered to
the other party hereto by telephone  line  facsimile  transmission  of a copy of
this Agreement bearing the signature of the party so delivering this Agreement.

         j. The Company  acknowledges that any failure by the Company to perform
its  obligations  under  Section 3(a) hereof,  or any delay in such  performance
could result in loss to the Investors,  and the Company agrees that, in addition
to any other  liability the Company may have by reason of such failure or delay,
the Company shall be liable for all direct damages caused by any such failure or
delay,  unless the same is the result of force  majeure.  Neither party shall be
liable for consequential damages.

         k. This Agreement  constitutes  the entire  agreement among the parties
hereto with respect to the subject  matter  hereof.  There are no  restrictions,
promises, warranties or undertakings,  other than those set forth or referred to
herein. This Agreement  supersedes all prior agreements and understandings among
the parties hereto with respect to the subject matter hereof. This Agreement may
be amended only by an  instrument  in writing  signed by the party to be charged
with enforcement thereof.


                                      B-13
<PAGE>

     IN WITNESS  WHEREOF,  the parties  have caused  this  Agreement  to be duly
executed by their  respective  officers  thereunto duly authorized as of the day
and year first above written.


                                 COMPANY:

                                 UNIVERCELL HOLDINGS, INC.

                                 By:  /s/ Sean Fulda
                                    --------------------------------------
                                    Name:  Sean Fulda
                                    Title: President and Chief Executive Officer


                                 INVESTOR:  [AS  COMPLETED  AND  EXECUTED BY THE
                                 BUYERS   INDICATED   ON   SCHEDULE   I  TO  THE
                                 SECURITIES PURCHASE AGREEMENT]


                                 -----------------------------------------------
                                                Name of Investor

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


                                      B-14
<PAGE>

                                                                       Exhibit C
                                                                          to the
                                                   SECURITIES PURCHASE AGREEMENT


                                     [date]



TO THE BUYERS
NAMED ON SCHEDULE I


          Re:  Securities Purchase Agreement


Ladies and Gentlemen:

     We have acted as counsel for UniverCell Holdings,  Inc. (the "Company"),  a
Florida  corporation,   in  connection  with  the  transactions  under  (i)  the
Securities  Purchase  Agreement  by and among  each  entity  named  therein as a
"Buyer" (each,  a "Buyer") and the Company,  dated as of ________ ___, 2002 (the
"Securities Purchase Agreement"), (ii) the Registration Rights Agreement between
the Investors and the Company, dated as of ________ ___, 2002 (the "Registration
Rights Agreement") and (iii) the Company's  Convertible  Debenture due 2004 (the
"Debentures",   and  together  with  the  Securities  Purchase  Agreement,   the
Registration  Rights Agreement,  the "Transaction  Documents").  This opinion is
furnished to you pursuant to Section 8 of the Securities Purchase Agreement. All
capitalized  terms  used  herein  have  the  meanings  defined  for  them in the
Securities Purchase Agreement unless otherwise defined herein.

     As counsel to the  Company,  we have  examined  originals or copies of such
corporate  records of the Company,  certificates  of public  officials  and such
other  documents as we have deemed  necessary for the purpose of rendering  this
opinion letter.

     In rendering the opinions  expressed  below,  we have assumed (i) the valid
existence  in  the  jurisdiction  of  its  organization  of  each  party  to the
Transaction  Documents  other  than the  Company,  (ii)  the due  authorization,
execution and delivery of the Transaction Documents by the parties thereto other
than the Company, (iii) the power and authority of each party to the Transaction
Documents,  other than the  Company,  to  execute,  deliver and perform the same
without  violating  its  certificate  of  incorporation  or  bylaws or any other
organizational  or  governing  documents  or any  law or  governmental  rule  or
regulation  applicable to it, (iv) that the execution,  delivery and performance
of the Transaction Documents by each party thereto, other than the Company, will
not  conflict  with,  constitute  a  default  under or result in a breach of any
requirement  of law or any  contractual  obligation  of any such party,  (v) the
genuineness of all  signatures and the authority of all persons  signing each of
the  Transaction  Documents  on behalf of the  parties  thereto  other  than the
Company, and (iv) the authenticity of all documents


                                      C-1
<PAGE>

submitted  to  us  as  certified,   conformed  or  photostatic  copies  and  the
authenticity of the originals of such copies.

     As to certain factual matters, we have, to the extent deemed appropriate by
us,  relied  upon  certificates  of  officers  of the  Company  and  the  Buyers
(including, without limitation, all certificates delivered by them in connection
with the Securities  Purchase  Agreement) and the representations and warranties
of the Company and the Buyers contained in the Transaction Agreements (including
the Schedules and Exhibits thereto),  and we have not independently verified the
information contained in such certificates or the Transaction Agreements.

     As used herein,  "to our knowledge" means the conscious  awareness (without
any independent  investigation)  of facts or other  information by any lawyer in
our Firm actively  involved in the  negotiation  of the  transactions  described
herein.  The term "to our knowledge"  specifically  excludes all factual matters
that would be known to us by constructive, implied or imputed knowledge.

     Based upon the foregoing and subject to the qualifications  hereinafter set
forth, we are of the opinion that:

         1. The Company is a corporation duly organized, validly existing and in
     good standing under the laws of the State of Florida (having been initially
     incorporated  in  California  and  subsequently  becoming  domesticated  in
     Florida by filing a  Certificate  of  Domestication  with the  Secretary of
     State of the State of  Florida on August  24,  2001) and has all  requisite
     power and authority to carry on its business and to own,  lease and operate
     its properties and assets. To our knowledge,  the Company is duly qualified
     as a foreign  corporation  to do business  and is in good  standing in each
     jurisdiction in which such qualification is required,  whether by reason of
     the  ownership  or leasing of property or the conduct of  business,  except
     where the  failure to so qualify  or be in good  standing  would not have a
     Material Adverse Effect.

         2. The Company has the requisite corporate power and authority to enter
     into and perform its  obligations  under the  Transaction  Documents and to
     sell,  issue and deliver the Debentures.  The execution and delivery of the
     Transaction  Documents  by the  Company and the  consummation  by it of the
     transactions   contemplated  thereby  have  been  duly  authorized  by  all
     necessary corporate action. Each of the Transaction Documents has been duly
     executed  and  delivered  by the  Company,  and  each  of  the  Transaction
     Documents   constitutes  valid  and  binding  obligations  of  the  Company
     enforceable against the Company in accordance with their respective terms.

         3.  The  execution,   delivery  and   performance  of  the  Transaction
     Agreements  by the  Company  and the  consummation  by the  Company  of the
     transactions contemplated thereby, including, without limitation, the sale,
     issuance  and  delivery  of the  Debentures,  do not and will  not,  to our
     knowledge  (i)  result  in  a  violation  of  the  Company's   Articles  of
     Incorporation,  as amended (the "Articles") or By-Laws; (ii) conflict with,
     or constitute a material  default (or an event that with notice or lapse of
     time or both would become a material  default) under, or give to others any
     rights of termination,  amendment,  acceleration  or  cancellation  of, any
     material  agreement,  indenture,  instrument  or any  "lock-up"  or similar
     provision of any


                                      C-2
<PAGE>

     underwriting or similar agreement to which the Company is a party; or (iii)
     result in a  violation  of any  federal  or state law,  rule or  regulation
     applicable  to the Company or by which any property or asset of the Company
     is bound or affected, except for such violations as would not, individually
     or in the aggregate,  have a Material Adverse Effect. To our knowledge, the
     Company is not in violation of any terms of its Articles or By-Laws.

         4. To our knowledge,  there are no claims, actions, suits,  proceedings
     or  investigations  that are pending against the Company or its properties,
     or against any officer or director of the Company in his or her capacity as
     such which could reasonably be expected to have a Material Adverse Effect.

         5.  Upon  conversion  of the  Debenture  in  accordance  with the terms
     therein,  the  Common  Stock  to  be  issued  thereunder  will  be  validly
     authorized,  duly  issued  and fully paid in  non-assessable  shares of the
     Company.

         6. The authorized  capital stock of the Company  consists of 50,000,000
     shares of Common Stock, par value $.0001,  of which  40,067,096  shares are
     issued and outstanding.

              Our opinions expressed herein are qualified as follows:

              A. The opinions  expressed herein are qualified to the extent that
         the validity,  binding nature and enforceability against the Company of
         its  obligations  under the  Transaction  Documents  may be  limited or
         otherwise   afforded   by   the    unenforceability,    under   certain
         circumstances,  of provisions indemnifying, or prospectively releasing,
         a party  against  liability  for its own wrongful or negligent  acts or
         where a release or  indemnification  provision  is  contrary  to public
         policy.

              B. Our  opinions  herein on the  enforceability  of the  Company's
         obligations under the Transaction Documents are qualified to the extent
         that: (i) the  availability of any specific remedy provided therein and
         any other equitable  remedies,  including without  limitation  specific
         performance,  is subject to the  exercise  of  judicial  discretion  in
         accordance  with  general   principles  of  equity  and  public  policy
         (regardless  of  whether  such   enforceability   is  considered  in  a
         proceeding  in  equity  or at law) and (ii) the  enforceability  of any
         agreement  or   obligation  of  the  Company  may  be  limited  by  (x)
         bankruptcy,  rehabilitation,  liquidation,  conservation,  dissolution,
         insolvency,   reorganization,    moratorium,   fraudulent   conveyance,
         receivership  or other similar laws now or hereafter in effect relating
         to creditors' rights generally and (y) the effect of general principles
         of equity (regardless of whether such enforceability is considered in a
         proceeding in equity or at law), including without limitation,  (1) the
         possible  unavailability of specific performance,  injunctive relief or
         any  other   equitable   remedy  and  (2)   concepts  of   materiality,
         reasonableness, good faith and fair dealing.

              C. We express no opinion herein as to (i) the applicability to the
         obligations of the Company (or the  enforceability  thereof) of Section
         548 of the U.S.  Bankruptcy Code or any other provision of law relating
         to fraudulent  transfers,  conveyances  and  obligations,  and (ii) the
         "blue sky" laws of any State.


                                      C-3
<PAGE>

     We express no opinion herein as to laws of any jurisdiction  other than the
laws of the  State of  Florida  and the  Federal  laws of the  United  States of
America.

     The  opinions  contained  herein  are  limited to those  matters  expressly
covered by  numbered  paragraphs  (1)  through  (6)  above;  no opinion is to be
implied in respect  of any other  matter.  The  opinions  set forth in  numbered
paragraphs  (1)  through  (6) are as of the  date  hereof  and we  disclaim  any
undertaking  to update this letter or otherwise  advise you as to any changes of
law or fact which may hereafter be brought to our attention.

     This  letter  and the  opinions  contained  herein are  furnished  by us as
counsel to the Company in connection with the  transactions  described above and
are solely for your  benefit and are not to be made  available to or relied upon
in any  manner by any other  person,  firm,  or entity or for any other  purpose
without our prior written consent.


                                       Very truly yours,


                                       /s/ McGuireWoods LLP


                                      C-4