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Exhibit 10.10    
  


 
  Equity Line of Credit Agreement    
  





EQUITY LINE OF CREDIT AGREEMENT  


        AGREEMENT dated as of the    day of July, 2002 (the
"Agreement") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the
"Investor"), and COMMUNICATION INTELLIGENCE CORP., a corporation organized and existing under the laws
of the State of Delaware (the "Company"). 


        WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the
Investor, from time to time as provided herein, and the Investor shall purchase from the Company up to Fifteen Million ($15,000,000) Dollars of the Company's common stock, par value $0.01 per share
(the "Common Stock"), for a total purchase price of Fifteen Million ($15,000,000) Dollars; and 


        WHEREAS, such investments will be made in reliance upon the provisions of Regulation D ("Regulation
D") of the Securities Act of 1933, as amended, and the regulations promulgated there under (the "Securities Act"), and or upon
such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. 



        WHEREAS, the Company has engaged Westrock Advisors, Inc. to act as the Company's exclusive placement agent in connection with the
sale of the Company's Common Stock to the Investor hereunder. 


        NOW, THEREFORE, the parties hereto agree as follows: 


ARTICLE 1.

Certain Definitions  


        Section 1.1. "Advance" shall mean the portion of the Commitment Amount requested by the Company in the
Advance Notice. 


        Section 1.2.
"Advance Date" shall mean the date Butler Gonzalez LLP/Wachovia Bank, N.A. Escrow Account is in receipt of the funds
from the Investor and Butler Gonzalez LLP, as the Investor's Counsel, is in possession of Free Trading Shares from the Company and therefore an Advance by the Investor to the Company can be made and
Butler Gonzalez LLP can release the Free Trading Shares to the Investor. No Advance Date shall be less than six (6) Trading Days after an Advance Notice Date. 


        Section 1.3.
"Advance Notice" shall mean a written notice to the Investor setting forth the Advance amount that the Company
requests from the Investor and the Advance Date. 


        Section 1.4.
"Advance Notice Date" shall mean each date the Company delivers to the Investor an Advance Notice requiring the
Investor to advance funds to the Company, subject to the terms of this Agreement. No Advance Notice Date shall be less than seven (7) Trading Days after the prior Advance Notice Date. 


        Section 1.5.
"Bid Price" shall mean, on any date, the closing bid price (as reported by Bloomberg L.P.) of the Common Stock on the
Principal Market or if the Common Stock is not traded on a Principal Market, the highest reported bid price for the Common Stock, as furnished by the National Association of Securities
Dealers, Inc. 


        Section 1.6.
"Closing" shall mean one of the closings of a purchase and sale of Common Stock pursuant to Section 2.3. 


        Section 1.7.
"Commitment Amount" shall mean the aggregate amount of up to Fifteen Million Dollars ($15,000,000) which the Investor
has agreed to provide to the Company in order to purchase the Company's Common Stock pursuant to the terms and conditions of this Agreement, provided
that the Company shall not request an Advance if the issuance of the full number of shares of Common Stock issuable in connection with such Advance would result in a violation of the Listing
Qualifications 









of the National Association of Securities Dealers, Inc., Market Place Rules (or any similar applicable section) unless the necessary shareholder approval or consent has been received prior to
such request. 


        Section 1.8.
"Commitment Period" shall mean the period commencing on the earlier to occur of (i) the Effective Date, or
(ii) such earlier date as the Company and the Investor may mutually agree in writing, and expiring on the earliest to occur of (x) the date on which the Investor shall have made payment
of Advances pursuant to this Agreement in the aggregate amount of Fifteen Million Dollars ($15,000,000), (y) the date this Agreement is terminated pursuant to Section 2.5, or
(z) the date occurring twenty four (24) months after the Effective Date. 


        Section 1.9.
"Common Stock" shall mean the Company's common stock, par value $0.01 per share. 


        Section 1.10.
"Condition Satisfaction Date" shall have the meaning set forth in Section 7.2. 



        Section 1.11.
"Damages" shall mean any loss, claim, damage, liability, costs and expenses (including, without limitation,
reasonable attorney's fees and disbursements and costs and expenses of expert witnesses and investigation). 


        Section 1.12.
"Effective Date" shall mean the date on which the SEC first declares effective a Registration Statement registering
the resale of the Registrable Securities as set forth in Section 7.2(a). 



        Section 1.13.
"Escrow Agreement" shall mean the escrow agreement among the Company, the Investor, the Investor's Counsel and
Wachovia Bank, N.A. dated the date hereof. 


        Section 1.14.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
there under. 


        Section 1.15.
"Free Trading Shares" shall mean shares of Common Stock that are covered by a Registration Statement with an
effective date prior to the date such shares are delivered to Investor's Counsel. 



        Section 1.16.
"Material Adverse Effect" shall mean any condition, circumstance, or situation that would prohibit or otherwise
materially interfere with the ability of the Company to enter into and perform
any of its obligations under this Agreement or the Registration Rights Agreement in any material respect. 


        Section 1.17.
"Market Price" shall mean the average closing Bid Price of the Common Stock during the Pricing Period. 



        Section 1.18.
"Maximum Advance Amount" shall be equal up to One Million Dollars ($1,000,000), in the aggregate, in any thirty
(30) calendar day period after the Effective Date. 


        Section 1.19.
"NASD" shall mean the National Association of Securities Dealers, Inc. 


        Section 1.20.
"Person" shall mean an individual, a corporation, a partnership, an association, a trust or other entity or
organization, including a government or political subdivision or an agency or instrumentality thereof. 



        Section 1.21.
"Placement Agent" shall mean Westrock Advisors, Inc. a registered broker-dealer. 


        Section 1.22.
"Pricing Period" shall mean the five (5) consecutive Trading Days after the Advance Notice Date. 


        Section 1.23.
"Principal Market" shall mean the Nasdaq National Market, the Nasdaq SmallCap Market, the American Stock Exchange,
the OTC Bulletin Board or the New York Stock Exchange, whichever is at the time the principal trading exchange or market for the Common Stock. 



        Section 1.24.
"Purchase Price" shall be set at one hundred percent (100%) of the Market Price during the Pricing Period. 


        Section 1.25.
"Registrable Securities" shall mean the shares of Common Stock (i) issuable to the Investor under this
Agreement, (ii) which have not been sold under circumstances meeting all of the applicable conditions of Rule 144 (or any similar provision then in force) under the Securities Act 










("Rule 144") or (iii) which have not been otherwise transferred to a holder who may trade such shares without restriction under the
Securities Act, and the Company has delivered a new certificate or other evidence of ownership for such securities not bearing a restrictive legend. 


        Section 1.26.
"Registration Rights Agreement" shall mean the Registration Rights Agreement dated the date hereof, regarding the
filing of the Registration Statement for the resale of the Registrable Securities, entered into between the Company and the Investor. 



        Section 1.27.
"Registration Statement" shall mean a registration statement on Form S-3 (if use of such form is
then available to the Company pursuant to the rules of the SEC and, if not, on such other form promulgated by the SEC for which the Company then qualifies and which counsel for the Company shall deem
appropriate, and which form shall be available for the resale of the Registrable Securities to be registered there under in accordance with the provisions of this Agreement and the Registration Rights
Agreement, and in accordance with the intended method of distribution of such securities), for the registration of the resale by the Investor of the Registrable Securities under the Securities Act. 



        Section 1.28.
"Regulation D" shall have the meaning set forth in the recitals of this Agreement. 


        Section 1.29.
"SEC" shall mean the Securities and Exchange Commission. 


        Section 1.30.
"Securities Act" shall have the meaning set forth in the recitals of this Agreement. 


        Section 1.31.
"SEC Documents" shall mean Annual Reports on Form 10K, Quarterly Reports on Form 10Q, Current Reports
on Form 8 K and Proxy Statements of the Company as supplemented to the date hereof, filed by the Company for a period of at least twelve (12) months immediately preceding the date hereof
or the Advance Date, as the case may be, until such time as the Company no longer has an obligation to maintain the effectiveness of a Registration Statement as set forth in the Registration Rights
Agreement. 


        Section 1.32.
"Trading Day" shall mean any day during which the New York Stock Exchange shall be open for business. 


ARTICLE 2.

Advances  


        Section 2.1.    Investments.    


        (a)  Advances.
Upon the terms and conditions set forth herein (including, without limitation, the provisions of Article VII hereof), on any Advance Notice Date the
Company may request an Advance by the Investor by the delivery of an Advance Notice. The number of shares of Common Stock that the Investor shall receive for each Advance shall be determined by
dividing the amount of the Advance by the Purchase Price. No fractional shares shall be issued. Fractional shares shall be rounded to the next higher whole number of shares. The aggregate maximum
amount of all Advances that the Investor shall be obligated to make under this Agreement shall not exceed the Commitment Amount. 


        (b)  The
Company shall only be entitled to an Advance if the Company's Common Stock has an active bid at all times during the Pricing Period. Notwithstanding the foregoing,
in the event the Company's Common Stock does not have an active bid price during every day of the Pricing Period, the Pricing Period shall be extend one (1) day for every one (1) day the
Company's Common Stock does not have an active bid price during the Pricing Period. 



        (c)  The
Company acknowledges that the Investor may sell the Company's Common Stock purchased pursuant to an Advance Notice during the corresponding Pricing Period.
Notwithstanding the foregoing, the Investor shall not make any short sales of the Company's Common Stock during the term of this Agreement. 








        Section 2.2.    Mechanics.    



        (a)    Advance Notice.    At any time during the Commitment Period, the Company may deliver an Advance Notice to the
Investor, subject to the conditions set forth in Section 7.2; provided, however, unless waived by the Investor, the amount for each Advance as designated by the Company in the applicable
Advance Notice, as well as the aggregate amount of multiple Advances in any thirty (30) calendar day period, shall not be more than the Maximum Advance Amount. The aggregate amount of the
Advances pursuant to this Agreement shall not exceed the Commitment Amount, unless otherwise agreed by the Investor in the Investor's sole and absolute discretion. The Company acknowledges that the
Investor may sell shares of the Company's Common Stock corresponding with a particular Advance Notice on the day the Advance Notice is received by the Investor. There will be a minimum of seven
(7) Trading Days between each Advance Notice Date. In no event shall the number of shares issuable to the Investor pursuant to an Advance exceed nine and 9/10 percent (9.9%) of the then
outstanding Common Stock of the Company. 


        (b)    Date of Delivery of Advance Notice.    An Advance Notice shall be deemed delivered on (i) the Trading
Day it is received by facsimile or otherwise by the Investor if such notice is received prior to 12:00
noon Eastern Time, or (ii) the immediately succeeding Trading Day if it is received by facsimile or otherwise after 12:00 noon Eastern Time on a Trading Day or at any time on a day which is not
a Trading Day. No Advance Notice may be deemed delivered on a day that is not a Trading Day. 


        (c)  In
the event the Investor sells the Company's Common Stock pursuant to Section 2.1 (b) herein and the Company fails to perform it's obligations as mandated
in Section 2.5, and specifically fails to provide the Investor with the shares of Common Stock for the applicable Advance, the Company acknowledges that the Investor shall suffer financial
hardship and therefore shall be liable for any and all losses, commissions, fees, or financial hardship caused to the Investor. 


        Section 2.3.    Closings.    On each Advance Date, which shall be six (6) Trading Days after an Advance
Notice Date, (i) the Company shall deliver to the Investor's Counsel, as defined pursuant to the Escrow Agreement, shares of the Company's Common Stock, representing the amount of the Advance
by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor which shall be delivered to the Investor, or otherwise in accordance with the Escrow Agreement and
(ii) the Investor shall deliver to Wachovia Bank, N.A. (the "Escrow Agent") the amount of the Advance specified in the Advance Notice by wire
transfer of immediately available funds, which shall be delivered to the Company, or otherwise in accordance with the Escrow Agreement. In addition, on or prior to the Advance Date each of the Company
and the Investor shall deliver to the other through the Investor's Counsel all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this
Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the Company's Common Stock to the Investor shall occur in accordance
with the conditions set forth above and those contained in the Escrow Agreement; provided, however, that to the extent the Company has not paid the
fees, expenses, and disbursements of the Investor or its Investor's counsel in accordance with Section 12.4, the amount of such fees, expenses, and disbursements may be deducted by the Investor
(and shall be paid to the relevant party) from the amount of the Advance with no reduction in the amount of shares of the Company's Common Stock to be delivered on such Advance Date. 


        Section 2.4.    Termination of Investment.    The obligation of the Investor to make an Advance to the Company
pursuant to this Agreement shall terminate permanently (including with respect to an Advance Date that has not yet occurred) in the event that (i) there shall occur any stop order or suspension
of the effectiveness of the Registration Statement for an aggregate of fifty (50) Trading Days, other than due to the acts of the Investor, during the Commitment Period, and (ii) the
Company shall at any time fail materially to comply with the requirements of Article VI and such failure is not cured within thirty (30) days after receipt of written notice from the
Investor, provided, however, that this termination provision shall not apply to any period commencing upon the filing of a post-effective
amendment to such Registration Statement and ending upon the date on which such post effective amendment is declared effective by the SEC. 








        Section 2.5.    Agreement to Advance Funds.    



        (a)  The
Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other
conditions set forth in this Agreement: 



          (i)  the
execution and delivery by the Company, and the Investor, of this Agreement, and the Exhibits hereto; 


        (ii)  Investor's
Counsel shall have received the shares of Common Stock applicable to the Advance; 



        (iii)  the
Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall
have been declared effective by the SEC; 


        (iv)  the
Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall
have the availability of exemptions there from. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; 



        (v)  the
Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and
applicable Commission regulations; 


        (vi)  the
fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; 


      (vii)  the
conditions set forth in Section 7.2 shall have been satisfied. 


      (viii)  the
Company shall have provided to the Investor an acknowledgement, to the satisfaction of the Investor, from the Company's accountants as to the accountant's ability
to provide all consents required in order to file a registration statement in connection with this transaction; and 


        (ix)  The
Company's transfer agent shall be DWAC eligible. 




        Section 2.6.    Lock Up Period.    


        (a)  The
Company shall not, without the prior consent of the Investor, issue or sell (i) any Common Stock without consideration or for a consideration per share less
than the Bid Price on the date of issuance or (ii) issue or sell any warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire
Common Stock without consideration or for a consideration per share less than the Bid Price on the date of issuance. 


        (b)  On
the date hereof, the Company shall obtain from each officer and director a lock-up agreement, as defined below, in the form annexed hereto as
Schedule 2.6(b) agreeing to only sell in compliance with the volume limitation of Rule 144. 


ARTICLE 3.

Representations and Warranties of Investor  


        Investor hereby represents and warrants to, and agrees with, the Company that the following are true and as of the date hereof and as of each Advance Date: 


        Section 3.1.    Organization and Authorization.    The Investor is duly incorporated or organized and validly
existing in the jurisdiction of its incorporation or organization and has all requisite power and authority to purchase and hold the securities issuable hereunder. The decision to invest and the
execution and delivery of this Agreement by such Investor, the performance by such Investor of its obligations hereunder and the consummation by such Investor of the transactions contemplated hereby
have been duly authorized and requires no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver this Agreement and all other 









instruments (including, without limitations, the Registration Rights Agreement), on behalf of the Investor. This Agreement has been duly executed and delivered by the Investor and, assuming the
execution and delivery hereof and acceptance thereof by the Company, constitutes the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its
terms. 


        Section 3.2.    Evaluation of Risks.    The Investor has such knowledge and experience in financial tax and
business matters as to be capable of evaluating the merits and risks of, and bearing the economic risks entailed by, an investment in the Company and of protecting its interests in connection with
this transaction. It recognizes that its investment in the Company involves a high degree of risk. 


        Section 3.3.    No Legal Advice From the Company.    The Investor acknowledges that it had the opportunity to
review this Agreement and the transactions contemplated by this Agreement with his or its own legal counsel and investment and tax advisors. The Investor is relying solely on such counsel and advisors
and not on any statements or representations of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated
by this Agreement or the securities laws of any jurisdiction. 


        Section 3.4.    Investment Purpose.    The securities are being purchased by the Investor for its own account,
for investment and without any view to the distribution, assignment or resale to others or fractionalization in whole or in part. The Investor agrees not to assign or in any way transfer the
Investor's rights to the securities or any interest therein and acknowledges that the Company will not recognize any purported assignment or transfer except in accordance with applicable Federal and
state securities laws. No other person has or will have a direct or indirect beneficial interest in the securities. The Investor agrees not to sell, hypothecate or otherwise transfer the Investor's
securities unless the securities are registered under Federal and applicable state securities laws or unless, in the opinion of counsel satisfactory to the Company, an exemption from such laws is
available. 


        Section 3.5.    Accredited Investor.    The Investor is an "Accredited
Investor" as that term is defined in Rule 501(a)(3) of Regulation D of the Securities Act. 


        Section 3.6.    Information.    The Investor and its advisors (and its counsel), if any, have been furnished
with all materials relating to the business, finances and operations of the Company and information it deemed material to making an informed investment decision. The Investor and its advisors, if any,
have been afforded the opportunity to ask questions of the Company and its management. Neither such inquiries nor any other due diligence investigations conducted by such Investor or its advisors, if
any, or its representatives shall modify, amend or affect the Investor's right to rely on the Company's representations and warranties contained in this Agreement. The Investor understands that its
investment involves a high degree of risk. The Investor is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables such
Investor to obtain information from the Company in order to evaluate the merits and risks of this investment. The Investor has sought such accounting, legal and tax advice, as it has considered
necessary to make an informed investment decision with respect to this transaction. 


        Section 3.7.    Receipt of Documents.    The Investor and its counsel has received and read in their entirety:
(i) this Agreement and the Exhibits annexed hereto; (ii) all due diligence and other information necessary to verify the accuracy and completeness of such representations, warranties and
covenants; (iii) the Company's Form 10- K for the year ended year ended December 31, 2001; and (v) answers to all questions the Investor submitted to the
Company regarding an investment in the Company; and the Investor has relied on the information contained therein and has not been furnished any other documents, literature, memorandum or prospectus. 


        Section 3.8.    Registration Rights Agreement and Escrow Agreement.    The parties have entered into the
Registration Rights Agreement and the Escrow Agreement, each dated the date hereof. 



        Section 3.9.    No General Solicitation.    Neither the Company, nor any of its affiliates, nor any person
acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer
or sale of the shares of Common Stock offered hereby. 








        Section 3.10.    Not an Affiliate.    The Investor is not an officer, director or a person that directly, or
indirectly through one or more intermediaries, controls or is controlled by, or is under common control with the Company or any "Affiliate" of the
Company (as that term is defined in Rule 405 of the Securities Act). Neither the Investor nor its Affiliates has an open short position in the Common Stock of the Company, and the Investor
agrees that it will not, and that it will cause its Affiliates not to, engage in any short sales of or hedging transactions with respect to the Common Stock,  provided that the Company acknowledges and
agrees that upon receipt of an Advance Notice the Investor will sell the Shares to be issued to the Investor
pursuant to the Advance Notice, even if the Shares have not been delivered to the Investor. 


ARTICLE 4.

Representations and Warranties of the Company  


        Except as stated below, on the disclosure schedules attached hereto or in the SEC Documents (as defined herein), the Company hereby represents and warrants to,
and covenants with, the Investor that the following are true and correct as of the date hereof: 


        Section 4.1.    Organization and Qualification.    The Company is duly incorporated or organized and validly
existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted.
Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and within ten (10) days of the date hereof will be in good standing in every jurisdiction in
which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse
Effect on the Company and its subsidiaries taken as a whole. 


        Section 4.2.    Authorization, Enforcement, Compliance with Other Instruments.    (i) The Company has
the requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement and any related agreements, in accordance with the terms hereof and thereof,
(ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Escrow Agreement and any related agreements by the Company and the consummation by it of the
transactions contemplated hereby and thereby, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors
or its
stockholders, (iii) this Agreement, the Registration Rights Agreement, the Escrow Agreement and any related agreements have been duly executed and delivered by the Company, (iv) assuming
the execution and delivery thereof and acceptance by the Investor this Agreement, the Registration Rights Agreement, the Escrow Agreement and any related agreements constitute the valid and binding
obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies. 


        Section 4.3.    Capitalization.    As of the date hereof, the authorized capital stock of the Company consists
of 125,000,000 shares of Common Stock, par value $0.01 per share and 10,000,000 shares of Preferred Stock, par value $0.01 per share, of which 91,480,777 shares of Common Stock and no shares of
Preferred Stock were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common
Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof,
(i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares
of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue
additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or
securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there 









are no outstanding debt securities and (iii) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their
securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will
be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein.. The Company has furnished to the Investor true and correct copies of the
Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's
By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for
Common Stock and the material rights of the holders thereof in respect thereto. 


        Section 4.4.    No Conflict.    The execution, delivery and performance of this Agreement by the Company and
the consummation by the Company of the transactions contemplated hereby will not (i) result in a violation of the Certificate of Incorporation, any certificate of designations of any
outstanding series of preferred stock of the Company or By-laws or (ii) conflict with or constitute a default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its subsidiaries is a
party, or result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and the rules and regulations of the Principal
Market on which the Common Stock is quoted) applicable to the Company or any of its subsidiaries or by which any material property or asset of the Company or any of its subsidiaries is bound or
affected and which would cause a Material Adverse Effect. Except as disclosed in the SEC Documents, neither the Company nor its subsidiaries is in violation of any term of or in default under its
Certificate of Incorporation or By-laws or their organizational charter or by-laws, respectively, or any material contract, agreement, mortgage, indebtedness, indenture,
instrument,
judgment, decree or order or any statute, rule or regulation applicable to the Company or its subsidiaries which would cause a Materially Adverse Effect. The business of the Company and its
subsidiaries is not being conducted in violation of any material law, ordinance, regulation of any governmental entity. Except as specifically contemplated by this Agreement and as required under the
Securities Act and any applicable state securities laws, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or
governmental agency in order for it to execute, deliver or perform any of its obligations under or contemplated by this Agreement or the Registration Rights Agreement in accordance with the terms
hereof or thereof where the failure to obtain such consents, authorizations or orders would have a Materially Adverse Effect. All consents, authorizations, orders, filings and registrations which the
Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. To the knowledge of the Company and its subsidiaries there is no fact or
circumstance which might give rise to any of the foregoing. 


        Section 4.5.    SEC Documents; Financial Statements.    Since May 20, 1991, the Company has filed all
reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Exchange Act. The Company has delivered to the Investor or its representatives, or made
available through the SEC's website at http://www.sec.gov, true and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC
Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and
regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved
(except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes
or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows
for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the
Investor which is not included in the SEC Documents contains any untrue statement of a material 









fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 



        Section 4.6.    10b-5.    The SEC Documents do not include any untrue statements of material fact,
nor do they omit to state any material fact required to be stated therein necessary to make the statements made, in light of the circumstances under which they were made, not misleading. 


        Section 4.7.    No Default.    Except as disclosed in Section 4.4, Schedule 4.7 or the SEC
Documents, the Company is not in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust or other
material instrument or agreement to which it is a party or by which it is or its property is bound and neither the execution, nor the delivery by the Company, nor the performance by the Company of its
obligations under this Agreement or any of the exhibits or attachments hereto will conflict with or result in the breach or violation of any of the terms or provisions of, or constitute a default or
result in the creation or imposition of any lien or charge on any assets or properties of the Company under its Certificate of Incorporation, By-Laws, any material indenture, mortgage,
deed of trust or other material agreement
applicable to the Company or instrument to which the Company is a party or by which it is bound, or any statute, or any decree, judgment, order, rules or regulation of any court or governmental agency
or body having jurisdiction over the Company or its properties, in each case which default, lien or charge is likely to cause a Material Adverse Effect on the Company's business or financial
condition. 


        Section 4.8.    Absence of Events of Default.    Except for matters described in the SEC Documents and/or this
Agreement, no Event of Default, as defined in the respective agreement to which the Company 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 (as so defined), has occurred and is continuing, which would have a Material Adverse Effect on the Company's business, properties, prospects, financial condition or results of
operations. 








        Section 4.9.    Intellectual Property Rights.    The Company and its subsidiaries own or possess adequate
rights or licenses to use all material trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals,
governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted. The Company and its subsidiaries do not have any knowledge of any infringement
by the Company or its subsidiaries of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret or
other similar rights of others, and, to the knowledge of the Company, there is no claim, action or proceeding being made or brought against, or to the Company's knowledge, being threatened against,
the Company or its subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations, trade secret or other
infringement; and the Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing. 



        Section 4.10.    Employee Relations.    Neither the Company nor any of its subsidiaries is involved in any
labor dispute nor, to the knowledge of the Company or any of its subsidiaries, is any such dispute threatened. None of the Company's or its subsidiaries' employees is a member of a union and the
Company and its subsidiaries believe that their relations with their respective employees are good. 


        Section 4.11.    Environmental Laws.    The Company and its subsidiaries are (i) in compliance with any
and all applicable material foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes,
pollutants or contaminants ("Environmental Laws"), (ii) have received all permits, licenses or other approvals required of them under applicable
Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval. 


        Section 4.12.    Title.    Except as set forth in the SEC Documents, the Company has good and marketable title
to its properties and material assets owned by it, free and clear of any pledge, lien, security interest, encumbrance, claim or equitable interest other than such as are not material to the business
of the Company. Any real property and facilities held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not
material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries. 


        Section 4.13.    Insurance.    The Company and each of its subsidiaries are insured by insurers of recognized
financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its subsidiaries
are engaged. Neither the Company nor any such subsidiary has been refused any insurance coverage sought or applied for and neither the Company nor any such subsidiary has any reason to believe that it
will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost
that would not materially and adversely affect the condition, financial or otherwise, or the earnings, business or operations of the Company and its subsidiaries, taken as a whole. 



        Section 4.14.    Regulatory Permits.    The Company and its subsidiaries possess all material certificates,
authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, and neither the Company nor any such subsidiary
has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. 


        Section 4.15.    Internal Accounting Controls.    The Company and each of its subsidiaries maintain a system of
internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations,
(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability,
(iii) access to assets is permitted only in accordance with management's general or specific authorization and (iv) the recorded 









accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. 



        Section 4.16.    No Material Adverse Breaches, etc.    Except as set forth in the SEC Documents, neither the
Company nor any of its subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company's officers
has or is expected in the future to have a Material Adverse Effect on the business, properties, operations, financial condition, results of operations or prospects of the Company or its subsidiaries.
Except as set forth in the SEC Documents, neither the Company nor any of its subsidiaries is in breach of any contract or agreement which breach, in the judgment of the Company's officers, has or is
expected to have a Material Adverse Effect on the business, properties, operations, financial condition, results of operations or prospects of the Company or its subsidiaries. 


        Section 4.17.    Absence of Litigation.    Except as set forth in the SEC Documents, there is no action, suit,
proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending against or affecting the Company, the Common
Stock or any of the Company's subsidiaries, wherein an unfavorable decision, ruling or finding would (i) have a Material Adverse Effect on the transactions contemplated hereby
(ii) adversely affect the validity or enforceability of, or the authority or ability of the Company to perform its obligations under, this Agreement or any of the documents contemplated herein,
or (iii) except as expressly disclosed in the SEC Documents, have a Material Adverse Effect on the business, operations, properties, financial condition or results of operation of the Company
and its subsidiaries taken as a whole. 


        Section 4.18.    Subsidiaries.    Except as disclosed in the SEC Documents, the Company does not presently own
or control, directly or indirectly, any interest in any other corporation, partnership, association or other business entity. 



        Section 4.19.    Tax Status.    The Company and each of its subsidiaries has made or filed all federal and
state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject and (unless and only to the extent that the Company and each of its subsidiaries
has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) has paid all taxes and other governmental assessments and charges that are material in
amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provision reasonably adequate for the payment
of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of
any jurisdiction, and to the Company's knowledge there is no basis for any such claim. 


        Section 4.20.    Certain Transactions.    Except as set forth in the SEC Documents none of the officers,
directors, or employees of the Company is presently a party to any transaction with the Company (other than for services as employees, officers and directors), including any contract, agreement or
other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or
such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a substantial interest or is an officer,
director, trustee or partner. 


        Section 4.21.    Rights of First Refusal.    Except as set forth in the SEC Documents, the Company is not
obligated to offer the securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former shareholders of the Company,
underwriters, brokers, agents or other third parties. 


        Section 4.22.    Use of Proceeds.    The Company represents that the net proceeds from this offering will be
used for general corporate purposes. However, in no event shall the net proceeds from this offering be used by the Company for the payment (or loaned to any such person for the payment) of any
judgment, or other liability, incurred by any executive officer, officer, director or employee of the Company, except for any liability owed to such person for services rendered, or if any judgment or 









other liability is incurred by such person originating from services rendered to the Company, or the Company has indemnified such person from liability. 


        Section 4.23.    Further Representation and Warranties of the Company.    For so long as any securities
issuable hereunder held by the Investor remain outstanding, the Company acknowledges, represents, warrants and agrees that it will maintain the listing of its Common Stock on the Principal Market 



        Section 4.24.    Opinion of Counsel.    Investor shall receive an opinion letter, at the Company's expense,
from Davis Wright Termaine LLP, counsel to the Company (updated where applicable) on the date hereof including and any and all opinions of counsel which may be reasonably required in order to sell the
securities issuable hereunder without restriction. 


        Section 4.25.    Dilution.    The Company is aware and acknowledges that issuance of shares of the Company's
Common Stock could cause dilution to existing shareholders and could significantly increase the outstanding number of shares of Common Stock. 


ARTICLE 5.

Indemnification  


        The Investor and the Company represent to the other the following with respect to itself: 


        Section 5.1.    Indemnification.    


        (a)  In
consideration of the Investor's execution and delivery of this Agreement, and in addition to all of the Company's other obligations under this Agreement, the Company
shall defend, protect, indemnify and hold harmless the Investor, and all of its officers, directors, partners, employees and agents (including, without limitation, those retained in connection with
the transactions contemplated by this Agreement) (collectively, the "Investor Indemnitees") from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees,
liabilities and damages, and expenses in connection therewith (irrespective of whether any such Investor Indemnitee is a party to the action for which indemnification hereunder is sought), and
including reasonable attorneys' fees and disbursements (the "Indemnified Liabilities"), incurred by the Investor Indemnitees or any of them as a result of, or arising out of, or relating to
(a) any misrepresentation or breach of any representation or warranty made by the Company in this Agreement or the Registration Rights Agreement or any other certificate, instrument or document
contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained in this Agreement or the Registration Rights Agreement or any other certificate,
instrument or document contemplated hereby or thereby, or (c) any cause of action, suit or claim brought or made against such Investor Indemnitee not arising out of any action or inaction of an
Investor Indemnitee, and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto
by any of the Investor Indemnitees. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and
satisfaction of each of the Indemnified Liabilities, which is permissible under applicable law. 



        (b)  In
consideration of the Company's execution and delivery of this Agreement, and in addition to all of the Investor's other obligations under this Agreement, the Investor
shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with
the transactions contemplated by this Agreement) (collectively, the "Company Indemnitees") from and against any and all Indemnified Liabilities incurred
by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Investor in this
Agreement, the Registration Rights Agreement, or any instrument or document contemplated hereby or thereby executed by the Investor, (b) any breach of any covenant, agreement or obligation of
the Investor contained in this Agreement, the Registration Rights Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor, or (c) any
cause of action, suit or claim brought or made against such Company 









Indemnitee based on misrepresentations or due to a breach by the Investor and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other
instrument, document or agreement executed pursuant hereto by any of the Company Indemnitees. To the extent that the foregoing undertaking by the Investor may be unenforceable for any reason, the
Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under applicable law. 


ARTICLE 6.

Covenants of the Company  


        Section 6.1.    Registration Rights.    The Company shall cause the Registration Rights Agreement to remain in
full force and effect and the Company shall comply in all material respects with the terms thereof. 


        Section 6.2.    Listing of Common Stock.    The Company shall maintain the Common Stock's authorization for
quotation on the Principal Market. 


        Section 6.3.    Exchange Act Registration.    The Company will cause its Common Stock to continue to be
registered under Section 12(g) of the Exchange Act, will file in a timely manner all reports and other documents required of it as a reporting company under the Exchange Act and will not take
any action or file any document (whether or not permitted by Exchange Act or the rules there under to terminate or suspend such registration or to terminate or suspend its reporting and filing
obligations under said Exchange Act. 


        Section 6.4.    Transfer Agent Instructions.    Not later than two (2) days after each Advance Notice
Date and prior to each Closing and resale of the Common Stock by the Investor, the Company will deliver instructions to its transfer agent to issue shares of Common Stock free of restrictive legends. 



        Section 6.5.    Corporate Existence.    The Company will take all steps necessary to preserve and continue the
corporate existence of the Company. 


        Section 6.6.    Notice of Certain Events Affecting Registration; Suspension of Right to Make an Advance.    The
Company will immediately notify the Investor upon its becoming aware of the occurrence of any of the following events in respect of a registration statement or related prospectus relating to an
offering of Registrable Securities: (i) receipt of any request for additional information by the SEC or any other Federal or state governmental authority during the period of effectiveness of
the Registration Statement for amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other Federal or state governmental authority
of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt 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;
(iv) the happening of any event that makes any statement made in the Registration Statement or related prospectus of any document incorporated or deemed to be incorporated therein by reference
untrue in any material respect or that requires the making of any changes in the Registration Statement, related prospectus or documents so that, in the case of the Registration Statement, 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 not misleading, and that in the case of the
related prospectus, 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 the
light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the Registration Statement
would be appropriate; and the Company will promptly make available to the Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Advance
Notice during the continuation of any of the foregoing events. 








        Section 6.7.    Expectations Regarding Advance Notices.    Within ten (10) days after the commencement
of each calendar quarter occurring subsequent to the commencement of the Commitment Period, the Company must notify the Investor, in writing, as to its reasonable expectations as to the dollar amount
it intends to raise during such calendar quarter, if any, through the issuance of Advance Notices. Such notification shall constitute only the Company's good faith estimate and shall in no way
obligate the Company to raise such amount, or any amount, or otherwise limit its ability to deliver Advance Notices. The failure by the Company to comply with this provision can be cured by the
Company's notifying the Investor, in writing, at any time as to its reasonable expectations with respect to the current calendar quarter. 


        Section 6.8.    Consent of Investor to Sell Common Stock.    Except with the consent of the Investor, which
consent shall not be unreasonably withheld, during the Commitment Period, the Company shall not issue or sell (i) any Common Stock without consideration or for a consideration per share less
than its Bid Price determined immediately prior to its issuance or (ii) issue or sell any warrant, option, right, contract, call, or other security or instrument granting the holder thereof the
right to acquire Common Stock without consideration or for a consideration per share less than such Common Stock's Bid Price determined immediately prior to its issuance, provided, however, nothing
herein shall prevent the Company from issuing any Common Stock or any warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common
Stock under a registration statement on Form S-8 or a registration statement on Form S-4. 


        Section 6.9.    Consolidation; Merger.    The Company shall not, at any time after the date hereof, effect any
merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a "Consolidation
Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock
and/or securities as the Investor is entitled to receive pursuant to this Agreement. 


        Section 6.10.    Issuance of the Company's Common Stock.    The sale of the shares of Common Stock shall be
made in accordance with the provisions and requirements of Regulation D and any applicable state securities law. 


ARTICLE 7.

Conditions for Advance and Conditions to Closing  


        Section 7.1.    Conditions Precedent to the Obligations of the Company.    The obligation hereunder of the
Company to issue and sell the shares of Common Stock to the Investor incident to each Closing is subject to the satisfaction, or waiver by the Company, at or before each such Closing, of each of the
conditions set forth below. 


        (a)    Accuracy of the Investor's Representations and Warranties.    The representations and warranties of the
Investor shall be true and correct in all material respects. 



        (b)    Performance by the Investor.    The Investor shall have performed, satisfied and complied in all respects with
all covenants, agreements and conditions required by this Agreement and the Registration Rights Agreement to be performed, satisfied or complied with by the Investor at or prior to such Closing. 


        Section 7.2.    Conditions Precedent to the Right of the Company to Deliver an Advance Notice and the Obligation of the Investor to Purchase
Shares of Common Stock.    The right of the Company to deliver an Advance Notice and the obligation of the Investor hereunder to acquire and pay for shares of the
Company's Common Stock incident to a Closing is subject to the satisfaction or waiver by the Investor, on (i) the date of delivery of such Advance Notice and (ii) the applicable Advance
Date (each a "Condition Satisfaction Date"), of each of the following conditions: 


        (a)    Registration of the Common Stock with the SEC.    The Company shall have filed with the SEC a Registration
Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement. As set forth in the Registration Rights Agreement, the 










Registration Statement shall have previously become effective and shall remain effective on each Condition Satisfaction Date and (i) neither the Company nor the Investor shall have received
notice that the SEC has issued or intends to issue a stop order with respect to the Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of the Registration
Statement, either temporarily or permanently, or intends or has threatened to do so (unless the SEC's concerns have been addressed and the Investor is reasonably satisfied that the SEC no longer is
considering or intends to take such action) and (ii) no other suspension of the use or withdrawal of the effectiveness of the Registration Statement or related prospectus shall exist. The
Registration Statement must have been declared effective by the SEC prior to the first Advance Notice Date. 


        (b)    Authority.    The Company shall have obtained all permits and qualifications required by any applicable state
in accordance with the Registration Rights Agreement for the offer and sale of the shares of Common Stock, or shall have the availability of exemptions there from. The sale and issuance of the shares
of Common Stock shall be legally permitted by all laws and regulations to which the Company is subject. 



        (c)    Material Changes.    There shall not exist any material changes to the information set forth in the
Registration Statement which would require the Company to file a post-effective amendment to the Registration Statement. 


        (d)    Performance by the Company.    The Company shall have performed, satisfied and complied in all material
respects with all covenants, agreements and conditions required by this Agreement (including, without limitation, the conditions specified in Section 2.5 hereof) and the Registration Rights
Agreement to be performed, satisfied or complied with by the Company at or prior to each Condition Satisfaction Date. 


        (e)    No Injunction.    No statute, rule, regulation, executive order, decree, ruling or injunction shall have been
enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits or directly and adversely affects any of the transactions contemplated by this
Agreement, and no proceeding shall have been commenced that may have the effect of prohibiting or adversely affecting any of the transactions contemplated by this Agreement. 



        (f)    No Suspension of Trading in or Delisting of Common Stock.    The trading of the Common Stock is not suspended
by the SEC or the Principal Market (if the Common Stock is traded on a Principal Market). The issuance of shares of Common Stock with respect to the applicable Closing, if any, shall not violate the
shareholder approval requirements of the Principal Market (if the Common Stock is traded on a Principal market). The Company shall not have received any notice threatening the continued listing of the
Common Stock on the Principal Market (if the Common Stock is traded on a Principal Market). 



        (g)    Advances.    The amount of the individual Advance, as well as the aggregate amount of Advances in any thirty
(30) calendar day period, requested by the Company does not exceed the Maximum Advance Amount unless waived by the Investor. In addition, in no event shall the number of shares issuable to the
Investor pursuant to an Advance cause the Investor to own in excess of nine and 9/10 percent (9.9%) of the then outstanding Common Stock of the Company. 


        (h)    No Knowledge.    The Company has no knowledge of any event more likely than not to have the effect of causing
such Registration Statement to be suspended or otherwise ineffective. 


        (i)    Prior Approval.    The Company shall have obtained all approvals necessary under the rules and regulations
under the Listing Qualifications of the Market Place Rules established and maintained by the National Association of Securities Dealers, Inc., for the issuance of the shares of Common Stock to
the Investor pursuant to Advances under this Agreement. 



        (j)    Other.    On each Condition Satisfaction Date, the Investor shall have received and been reasonably satisfied
with such other certificates and documents as shall have been reasonably requested by the Investor in order for the Investor to confirm the Company's satisfaction of the conditions set forth in this
Section 7.2, including, without limitation, a certificate executed by an executive officer of 









the Company and to the effect that all the conditions to such Closing shall have been satisfied as at the date of each such certificate substantially in the form annexed hereto on  Exhibit A.



ARTICLE 8.

Due Diligence Review; Non-Disclosure of Non-Public Information  


        Section 8.1.    Due Diligence Review.    Prior to the filing of the Registration Statement the Company shall
make available for inspection and review by the Investor, advisors to and representatives of the Investor, any underwriter participating in any disposition of the Registrable Securities on behalf of
the Investor pursuant to the Registration Statement, any such registration statement or amendment or supplement thereto or any blue sky, NASD or other filing, all financial and other records, all SEC
Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's
officers, directors and employees to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement
(including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the
Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing
due diligence with respect to the Company and the accuracy of the Registration Statement. 


        Section 8.2.    Non-Disclosure of Non-Public Information.    


        (a)  The
Company shall not disclose non-public information to the Investor, advisors to or representatives of the Investor unless prior to disclosure of such
information the Company identifies such information as being non-public information and provides the Investor, such advisors and representatives with the opportunity to accept or refuse to
accept such non-public information for review. The Company may, as a condition to disclosing any non-public information hereunder, require the Investor's advisors and
representatives to enter into a confidentiality agreement in form reasonably satisfactory to the Company and the Investor. 


        (b)  Nothing
herein shall require the Company to disclose non-public information to the Investor or its advisors or representatives, and the Company represents
that it does not disseminate non-public information to any investors who purchase stock in the Company in a public offering, to money managers or to securities analysts; provided, however,
that notwithstanding anything herein to the contrary, the Company will, as hereinabove provided, immediately notify the advisors and representatives of the Investor and, if any, underwriters, of any
event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting non-public information (whether
or not requested of the Company specifically or generally during the course of due diligence by such persons or entities), which, if not disclosed in the prospectus included in the Registration
Statement, would cause such prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements, therein, in light of the
circumstances in which they were made, not misleading. Nothing contained in this Section 8.2 shall be construed to mean that such persons or entities other than the Investor (without the
written consent of the Investor prior to disclosure of such information) may not obtain non-public information in the course of conducting due diligence in accordance with the terms of
this Agreement and nothing herein shall prevent any such persons or entities from notifying the Company of their opinion that based on such due diligence by such persons or entities, that the
Registration Statement contains an untrue statement of material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein,
in light of the circumstances in which they were made, not misleading. 







ARTICLE 9.

Choice of Law/Jurisdiction  


        Section 9.1.    Governing Law.    This Agreement shall be governed by and interpreted in accordance with the
laws of the State of Delaware without regard to the principles of conflict of laws. The parties further agree that any action between them shall be heard in Hudson County, New Jersey, and expressly
consent to the jurisdiction and venue of the Superior Court of New Jersey, sitting in Hudson County, New Jersey and the United States District Court of New Jersey, sitting in Newark, New Jersey, for
the adjudication of any civil action asserted pursuant to this paragraph. 


ARTICLE 10.

Assignment; Termination  


        Section 10.1.    Assignment.    Neither this Agreement nor any rights of the Company hereunder may be assigned
to any other Person. 


        Section 10.2.    Termination.    The obligations of the Investor to make Advances under Article II
hereof shall terminate twenty-four (24) months after the Effective Date. The Company may terminate this Agreement, with or without cause, on not less than thirty (30) days
advance written notice to the Investor. 


ARTICLE 11.

Notices  


        Section 11.1.    Notices.    Any notices, consents, waivers, or other communications required or permitted to
be given under the terms of this Agreement must be in writing and will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by
facsimile, provided a copy is mailed by U.S. certified mail, return receipt requested; (iii) three (3) days after being sent by U.S. certified mail, return receipt requested, or
(iv) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile
numbers for such communications shall be: 



	If to the Company, to:	 	Communication Intelligence Corp.

275 Shoreline Drive—Suite 520

Redwood Shores, California 94065

Attention: Frank Dane

Telephone: (650) 802-7737

Facsimile: (419) 735-7922
	

With a copy to:	
 	

Davis Wright Termaine LLP

1300 S.W. Fifth Avenue, 23rd Floor

Portland, Oregon 97201

Attention: David C. Baca

Telephone: (503) 241-2300

Facsimile: (503) 779-5299
	

If to the Investor(s):	
 	

Cornell Capital Partners, LP

101 Hudson Street—Suite 3606

Jersey City, New Jersey 07302

Attention: Mark Angelo

                  Portfolio Manager

Telephone: (201) 985-8300

Facsimile: (201) 985-8266








	

With a Copy to:	
 	

Butler Gonzalez LLP

1000 Stuyvesant Avenue—Suite 6

Union, New Jersey 07083

Attention: David Gonzalez, Esq.

Telephone: (908) 810-8588

Facsimile: (908) 810-0973





Each
party shall provide five (5) days' prior written notice to the other party of any change in address or facsimile number. 


ARTICLE 12.

Miscellaneous  


        Section 12.1.    Counterparts.    This Agreement may be executed in two or more identical counterparts, all of
which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event any signature page is
delivered by facsimile transmission, the party using such means of delivery shall cause four (4) additional original executed signature pages to be physically delivered to the other party
within five (5) days of the execution and delivery hereof. 


        Section 12.2.    Entire Agreement; Amendments.    This Agreement supersedes all other prior oral or written
agreements between the Investor, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein
contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor
makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the
party to be charged with enforcement. 


        Section 12.3.    Reporting Entity for the Common Stock.    The reporting entity relied upon for the
determination of the trading price or trading volume of the Common Stock on any given Trading Day for the purposes of this Agreement shall be Bloomberg, L.P. or any successor thereto. The written
mutual consent of the Investor and the Company shall be required to employ any other reporting entity. 



        Section 12.4.    Fees and Expenses.    The Company hereby agrees to pay the following fees: 


        (a)    Commitment Fees.    On each Advance Date the Company shall pay to the Investor, directly from the gross
proceeds held in escrow, an amount equal to six and one half percent (6.5%) of the amount of each Advance. The Company hereby agrees that if such payment, as is described above, is not made by the
Company on the Advance Date, such payment will be made at the direction of the Investor as outlined and mandated by Section 2.3 of this Agreement. 



        Section 12.5.    Brokerage.    Each of the parties hereto represents that it has had no dealings in connection
with this transaction with any finder or broker who will demand payment of any fee or commission from the other party. The Company on the one hand, and the Investor, on the other hand, agree to
indemnify the other against and hold the other harmless from any and all liabilities to any person claiming brokerage commissions or finder's fees on account of services purported to have been
rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby. 



        Section 12.6.    Confidentiality.    If for any reason the transactions contemplated by this Agreement are not
consummated, each of the parties hereto shall keep confidential any information obtained from any other party (except information publicly available or in such party's domain prior to the date hereof,
and except as required by court order) and shall promptly return to the other parties all schedules,
documents, instruments, work papers or other written information without retaining copies thereof, previously furnished by it as a result of this Agreement or in connection herein. 








        IN
WITNESS WHEREOF, the parties hereto have caused this Line of Credit Agreement to be executed by the undersigned, thereunto duly authorized, as of the date first set forth above. 



	 	 	COMPANY:

COMMUNICATION INTELLIGENCE CORP.
	

 	
 	

By:	
 	

    

	 	 	Name:	 	Frank Dane
	 	 	Title:	 	Chief Legal Officer
	

 	
 	

INVESTOR:

CORNELL CAPITAL PARTNERS, LP
	

 	
 	

By:	
 	

Yorkville Advisors, LLC
	 	 	Its:	 	General Partner
	

 	
 	

By:	
 	

    

	 	 	Name:	 	Mark Angelo
	 	 	Title:	 	Portfolio Manager








EXHIBIT A  


 Advance Notice/Compliance Certificate  


 Communication Intelligence Corp.  


 The undersigned,                        hereby certifies, with respect to the sale of shares of Common Stock
of Communication Intelligence Corp. (the "Company"), issuable in connection with this Advance
Notice and Compliance Certificate dated                        (the "Notice"), delivered pursuant to the Equity Line of Credit
Agreement (the "Agreement"), as follows:  


         1.    The undersigned is the duly elected Chief Executive Officer of the Company.  


         2.    There are no material changes to the information set forth in the Registration Statement which would require the Company to file a post effective
amendment to the
Registration Statement.  


        3.    The Company has performed in all material respects all covenants and agreements to be performed by the Company on or prior to the Advance Date related to the
Notice and
has complied in all material respects with all obligations and conditions contained in the Agreement.  


         4.    The Advance requested
is                        .  


        The undersigned has executed this Certificate this            day
of                        .
 



	 	 	COMMUNICATION INTELLIGENCE CORP.
	

 	
 	

By:	
 	

    

	 	 	Name:	 	    

	 	 	Title:	 	    










 
 

SCHEDULE 2.6(b)    
  


 
  Communication Intelligence Corp.    
  


        The undersigned hereby agrees that for a period commencing on the date hereof and expiring on the termination of the Equity Line of Credit Agreement dated
April 30, 2002 between Communication Intelligence Corp. (the "Company"), and Cornell Capital Partners, LP, (the "Investor") (the "Lock-up Period"), he, she or it will not, directly
or indirectly, without the prior written consent of the Investor, issue, offer, agree or offer to sell, sell, grant an option for the purchase or sale of, transfer, pledge, assign, hypothecate,
distribute or otherwise encumber or dispose of except pursuant to Rule 144 of the General Rules and Regulations under the Securities Act of 1933, any securities of the Company, including common
stock or options, rights, warrants or other securities underlying, convertible into, exchangeable or exercisable for or evidencing any right to purchase or subscribe for any common stock (whether or
not beneficially owned by the undersigned), or any beneficial interest therein (collectively, the "Securities") during any Pricing Period and pending the Closing of an Advance pursuant to this
Agreement. 


        In
order to enable the aforesaid covenants to be enforced, the undersigned hereby consents to the placing of legends and/or stop-transfer orders with the transfer agent of
the Company's securities with respect to any of the Securities registered in the name of the undersigned or beneficially owned by the undersigned, and the undersigned hereby confirms the undersigned's
investment in the Company. 


Dated:                        ,
2002 



	 	 	Signature
	 	 	    

	

 	
 	

Address:	
 	

    

	

 	
 	

City, State, Zip Code:	
 	

    

	

 	
 	

    

	 	 	Print Social Security Number

or Taxpayer I.D. Number















QuickLinks



Exhibit 10.10


Equity Line of Credit Agreement



SCHEDULE 2.6(b)


Communication Intelligence Corp.