EXHIBIT 10.1

                     COMMON STOCK PURCHASE AGREEMENT

     COMMON STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of
December 23, 2002 by and between MAJESTIC COMPANIES, LTD., a Nevada
corporation (the "Company"), and FUSION CAPITAL FUND II, LLC, an
Illinois limited liability company (the "Buyer").  Capitalized terms
used herein and not otherwise defined herein are defined in Section 10 hereof.

                                    WHEREAS:

     Subject to the terms and conditions set forth in this Agreement,
the Company wishes to sell to the Buyer, and the Buyer wishes to buy
from the Company, up to Six Million Dollars ($6,000,000) of the
Company's common stock, par value $0.001 per share (the "Common
Stock").  The shares of Common Stock to be purchased hereunder are
referred to herein as the "Purchase Shares."  In addition, as set
forth in Section 1(g) hereof, the Company may, in its sole discretion,
at any time after the date hereof and until 30 days after such date as
the Available Amount is equal to $0, deliver an irrevocable written
notice to the Buyer stating that the Company elects to enter into a
second Common Stock Purchase Agreement with the Buyer for the purchase
of an additional Six Million Dollars ($6,000,000) of Common Stock.

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

     1.  PURCHASE OF COMMON STOCK.

     Subject to the terms and conditions set forth in Sections 6, 7
and 9 below, the Company hereby agrees to sell to the Buyer, and the
Buyer hereby agrees to purchase from the Company, shares of Common
Stock as follows:

     (a)  Commencement of Purchases of Common Stock.  The purchase and
sale of Common Stock hereunder shall commence (the "Commencement")
within five (5) Trading Days following the date of satisfaction (or
waiver) of the conditions to the Commencement set forth in Sections 6
and 7 below (or such later date as is mutually agreed to by the
Company and Buyer) (the date of such Commencement, the "Commencement
Date").

     (b)  Buyer's Purchase Rights and Obligations.  Subject to the
Company's right to suspend purchases under Section 1(d)(ii) hereof,
the Buyer shall purchase shares of Common Stock on each Trading Day
during each Monthly Period equal to the Daily Purchase Amount (as
defined in Section 1(c)(i)) at the Purchase Price.  Within one (1)
Trading Day of receipt of Purchase Shares, the Buyer shall pay to the
Company an amount equal to the Purchase Amount with respect to such
Purchase Shares as full payment for the purchase of the Purchase
Shares so received.  The Company shall not issue any fraction of a
share of Common Stock upon any purchase.  All shares of Common Stock
(including fractions thereof) issuable upon a purchase under this
Agreement shall be aggregated for purposes of determining whether the
purchase would result in the issuance of a fraction of a share of
Common Stock.  If, after the aforementioned aggregation, the issuance
would result in the issuance of a fraction of a share of Common Stock,
the Company shall round such fraction of a share of Common Stock up or
down to the nearest whole share.  All payments made under this
Agreement shall be made in lawful money of the United States of
America by wire transfer of immediately available funds to such
account as the Company may from time to time designate by written
notice in accordance with the provisions of this Agreement.  Whenever
any amount expressed to be due by the terms of this Agreement is due
on any day that is not a Trading Day, the same shall instead be due on
the next succeeding day which is a Trading Day.

     (c)  The Daily Purchase Amount; Company's Right to Decrease or
Increase the Daily Purchase Amount.

     (i)  The Daily Purchase Amount.  As used herein the term
"Original Daily Purchase Amount" shall mean Seven Thousand Five
Hundred Dollars ($7,500) per Trading Day. As used herein, the
term "Daily Purchase Amount" shall mean initially Seven Thousand
Five Hundred Dollars ($7,500) per Trading Day, which amount may
be increased or decreased from time to time pursuant to this
Section 1(c).

     (ii)  Company's Right to Decrease the Daily Purchase Amount.
The Company shall always have the right at any time to decrease
the amount of the Daily Purchase Amount by delivering written
notice (a "Daily Purchase Amount Decrease Notice") to the Buyer
which notice shall specify the new Daily Purchase Amount.  The
decrease in the Daily Purchase Amount shall become effective one
Trading Day after receipt by the Buyer of the Daily Purchase
Amount Decrease Notice.  Any purchases by the Buyer which have a
Purchase Date on or prior to the first (1st) Trading Day after
receipt by the Buyer of a Daily Purchase Amount Decrease Notice
must be honored by the Company as otherwise provided herein.  The
decrease in the Daily Purchase Amount shall remain in effect
until the Company delivers to the Buyer a Daily Purchase Amount
Increase Notice (as defined below).

     (iii)  Company's Right to Increase the Daily Purchase
Amount.  The Company shall have the right (but not the
obligation) to increase the amount of the Daily Purchase Amount
in accordance with the terms and conditions set forth in this
Section 1(c)(iii) by delivering written notice to the Buyer
stating the new amount of the Daily Purchase Amount (a "Daily
Purchase Amount Increase Notice").  A Daily Purchase Amount
Increase Notice shall be effective five (5) Trading Days after
receipt by the Buyer.  The Company shall always have the right at
any time to increase the amount of the Daily Purchase Amount up
to the Original Daily Purchase Amount.  With respect to increases
in the Daily Purchase Amount above the Original Daily Purchase
Amount, as the market price for the Common Stock increases the
Company shall have the right from time to time to increase the
Daily Purchase Amount as follows.  For every $0.10 increase in
Threshold Price above $0.20 (subject to equitable adjustment for
any reorganization, recapitalization, non-cash dividend, stock
split or other similar transaction), the Company shall have the
right to increase the Daily Purchase Amount by up to an
additional $750 in excess of the Original Daily Purchase Amount.
"Threshold Price" for purposes hereof means the lowest Sale Price
of the Common Stock during the five (5) consecutive Trading Days
immediately prior to the submission to the Buyer of a Daily
Purchase Amount Increase Notice (subject to equitable adjustment
for any reorganization, recapitalization, non-cash dividend,
stock split or other similar transaction).  For example, if the
Threshold Price is $0.50, the Company shall have the right to
increase the Daily Purchase Amount to up to $9,750 in the
aggregate.  If the Threshold Price is $1.00, the Company shall
have the right to increase the Daily Purchase Amount to up to
$13,500 in the aggregate.  Any increase in the amount of the
Daily Purchase Amount shall continue in effect until the delivery
to the Buyer of a Daily Purchase Amount Decrease Notice.
However, if at any time during any Trading Day the Sale Price of
the Common Stock is below the applicable Threshold Price, such
increase in the Daily Purchase Amount shall be void and the
Buyer's obligations to buy Purchase Shares hereunder in excess of
the applicable maximum Daily Purchase Amount shall be terminated.
Thereafter, the Company shall again have the right to increase
the amount of the Daily Purchase Amount as set forth herein by
delivery of a new Daily Purchase Amount Increase Notice only if
the Sale Price of the Common Stock is above the applicable
Threshold Price on each of five (5) consecutive Trading Days
immediately prior to such new Daily Purchase Amount Increase Notice.

     (d)  Limitations on Purchases.

     (i)  Limitation on Beneficial Ownership.  The Company shall
not effect any sale under this Agreement and the Buyer shall not
have the right to purchase shares of Common Stock under this
Agreement to the extent that after giving effect to such purchase
the Buyer together with its affiliates would beneficially own in
excess of 4.9% of the outstanding shares of the Common Stock
following such purchase.  For purposes hereof, the number of
shares of Common Stock beneficially owned by the Buyer and its
affiliates or acquired by the Buyer and its affiliates, as the
case may be, shall include the number of shares of Common Stock
issuable in connection with a purchase under this Agreement with
respect to which the determination is being made, but shall
exclude the number of shares of Common Stock which would be
issuable upon (1) a purchase of the remaining Available Amount
which has not been submitted for purchase, and (2) exercise or
conversion of the unexercised or unconverted portion of any other
securities of the Company (including, without limitation, any
warrants) subject to a limitation on conversion or exercise
analogous to the limitation contained herein beneficially owned
by the Buyer and its affiliates.  If the 4.9% limitation is ever
reached the Company shall have the option to increase such
limitation to 9.9% by delivery of written notice to the Buyer.
Thereafter, if the 9.9% limitation is ever reached this shall not
affect or limit the Buyer's obligation to purchase the Daily
Purchase Amount as otherwise provided in this Agreement.
Specifically, even though the Buyer may not receive additional
shares of Common Stock in the event that the 9.9% limitation is
ever reached, the Buyer is still obligated to pay to the Company
the Daily Purchase Amount on each Trading Day as otherwise
obligated under this Agreement, e.g. no Event of Default (as
defined in Section 9 hereof) has occurred, nor any event which,
after notice and/or lapse of time, would become an Event of
Default.  Under such circumstances, the Buyer would have the
right to acquire additional shares of Common Stock in the future
only at such time as its ownership subsequently becomes less than
the 9.9% limitation.  For purposes of this Section, in
determining the number of outstanding shares of Common Stock the
Buyer may rely on the number of outstanding shares of Common
Stock as reflected in (1) the Company's most recent Form 10-Q or
Form 10-K, as the case may be, (2) a more recent public
announcement by the Company or (3) any other written
communication by the Company or its Transfer Agent setting forth
the number of shares of Common Stock outstanding.  Upon the
reasonable written or oral request of the Buyer, the Company
shall promptly confirm orally and in writing to the Buyer the
number of shares of Common Stock then outstanding.  In any case,
the number of outstanding shares of Common Stock shall be
determined after giving effect to any purchases under this
Agreement by the Buyer since the date as of which such number of
outstanding shares of Common Stock was reported.  Except as
otherwise set forth herein, for purposes of this Section 1(d)(i),
beneficial ownership shall be determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended.

     (ii)  Company's Right to Suspend Purchases.  The Company may,
at any time, give written notice (a "Purchase Suspension Notice")
to the Buyer suspending purchases of Purchase Shares by the Buyer
under this Agreement.  The Purchase Suspension Notice shall be
effective only for purchases that have a Purchase Date later than
one (1) Trading Day after receipt of the Purchase Suspension
Notice by the Buyer. Any purchase by the Buyer that has a
Purchase Date on or prior to the first (1st) Trading Day after
receipt by the Buyer of a Purchase Suspension Notice from the
Company must be honored by the Company as otherwise provided
herein.  Such purchase suspension shall continue in effect until
a revocation in writing by the Company, at its sole discretion.
So long as a Purchase Suspension Notice is in effect, the Buyer
shall not be obligated to purchase any Purchase Shares from the
Company under Section 1 of this Agreement.

     (iii)  Purchase Price Floor.  The Company shall not
effect any sales under this Agreement and the Buyer shall not
have the right nor the obligation to purchase any Purchase Shares
under this Agreement on any Trading Day where the Purchase Price
for any purchases of Purchase Shares would be less than the Floor Price.

     (e)  Records of Purchases.  The Buyer and the Company shall each
maintain records showing the remaining Available Amount at any give
time and the dates and Purchase Amounts for each purchase or shall use
such other method, reasonably satisfactory to the Buyer and the Company.

     (f)  Taxes.  The Company shall pay any and all transfer, stamp or
similar taxes that may be payable with respect to the issuance and
delivery of any shares of Common Stock to the Buyer made under this
Agreement.

     (g)  Option for Second Tranche; Second Common Stock Purchase
Agreement.  The Company may, in its sole discretion, at any time after
the date hereof and until 20 days after such date as the Available
Amount is equal to $0 (the "Second Tranche Expiration Date"), deliver
an irrevocable written notice (the "Second Tranche Notice") to the
Buyer stating that the Company elects to enter into an additional
Common Stock Purchase Agreement (the "Second Common Stock Purchase
Agreement") with the Buyer for the purchase of Six Million Dollars
($6,000,000) of additional Common Stock.  It is agreed and
acknowledged by the parties hereto that entering into the Second
Common Stock Purchase Agreement shall be at the option of the Company
in its sole discretion until such time as the Company shall have
delivered the Second Tranche Notice to the Buyer.  The Buyer shall not
be obligated to enter into the Second Common Stock Purchase Agreement
unless the Company has delivered the Second Tranche Notice prior to
the Second Tranche Expiration Date.  The Second Common Stock Purchase
Agreement may not be entered into until the aggregate Available Amount
under this Agreement is fully used to buy Purchase Shares hereunder.
Upon delivery of the Second Tranche Notice to the Buyer prior to the
Second Tranche Expiration Date, the Buyer and the Company shall be
obligated to enter into the Second Common Stock Purchase Agreement no
later than the date that is 10 Trading Days after the Second Tranche
Expiration Date.  If the Buyer and the Company have not entered into
the Second Common Stock Purchase Agreement by the date that is 10
Trading Days after the Second Tranche Expiration Date, the Buyer shall
not be obligated to enter into such additional Common Stock Purchase
Agreement.  The terms and conditions of the Second Common Stock
Purchase Agreement shall be in form and substance identical in all
respects to this Agreement, provided, however, that for purposes of
the Second Common Stock Purchase Agreement, this Section 1(g) shall be
omitted and (ii) the Company shall issue to the Buyer Commitment
Shares having an aggregate value equal to $360,000.  The dollar value
per Commitment Share shall be equal to the average of the closing Sale
Price of the Common Stock for the 20 consecutive Trading Days prior to
the date of receipt of the Second Tranche Notice by the Buyer.

2.  BUYER'S REPRESENTATIONS AND WARRANTIES.

     The Buyer represents and warrants to the Company that as of the
date hereof and as of the Commencement Date:

     (a)  Investment Purpose.  The Buyer is entering into this
Agreement and acquiring the Commitment Shares, (as defined in Section
4(f) hereof) (this Agreement and the Commitment Shares  are
collectively referred to herein as the "Securities"), for its own
account for investment only and not with a view towards, or for resale
in connection with, the public sale or distribution thereof; provided
however, by making the representations herein, the Buyer does not
agree to hold any of the Securities for any minimum or other specific
term.

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

     (c)  Reliance on Exemptions.  The 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 in part upon
the truth and accuracy of, and the Buyer's compliance with, the
representations, warranties, agreements, acknowledgments and
understandings of the Buyer set forth herein in order to determine the
availability of such exemptions and the eligibility of the Buyer to
acquire the Securities.

     (d)  Information.  The Buyer has 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
that have been reasonably requested by the Buyer, including, without
limitation, the SEC Documents (as defined in Section 3(f) hereof).
The Buyer understands that its investment in the Securities involves a
high degree of risk.  The Buyer (i) is able to bear the economic risk
of an investment in the Securities including a total loss, (ii) has
such knowledge and experience in financial and business matters that
it is capable of evaluating the merits and risks of the proposed
investment in the Securities and (iii) has had an opportunity to ask
questions of and receive answers from the officers of the Company
concerning the financial condition and business of the Company and
others matters related to an investment in the Securities.  Neither
such inquiries nor any other due diligence investigations conducted by
the Buyer or its representatives shall modify, amend or affect the
Buyer's right to rely on the Company's representations and warranties
contained in Section 3 below.  The Buyer has sought such accounting,
legal and tax advice as it has considered necessary to make an
informed investment decision with respect to its acquisition of the
Securities.

     (e)  No Governmental Review.  The 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 or the fairness or suitability of the
investment in the Securities nor have such authorities passed upon or
endorsed the merits of the offering of the Securities.

     (f)  Transfer or Resale.  The Buyer understands that except as
provided in the Registration Rights Agreement (as defined in Section
6(a) hereof): (i) the Securities have not been and are not being
registered under the 1933 Act or any state securities laws, and may
not be offered for sale, sold, assigned or transferred unless (A)
subsequently registered thereunder or (B) an exemption exists
permitting such Securities to be sold, assigned or transferred without
such registration; (ii) any sale of the Securities made in reliance on
Rule 144 may be made only in accordance with the terms of Rule 144 and
further, if Rule 144 is not applicable, any resale of the  Securities
under circumstances in which the seller (or the person through whom
the sale is made) may be deemed to be an underwriter (as that term is
defined in the 1933 Act) may require compliance with some other
exemption under the 1933 Act or the rules and regulations of the SEC
thereunder; and (iii) neither the Company nor any other person is
under any obligation to register the Securities under the 1933 Act or
any state securities laws or to comply with the terms and conditions
of any exemption thereunder.

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

     (h)  Residency.  The Buyer is a resident of the State of
Illinois.

     (i)  No Prior Short Selling.  The Buyer represents and warrants
to the Company that at no time prior to the date of this Agreement has
any of the Buyer, its agents, representatives or affiliates engaged in
or effected, in any manner whatsoever, directly or indirectly, any (i)
"short sale" (as such term is defined in Rule 3b-3 of the 1934 Act) of
the Common Stock or (ii) hedging transaction, which establishes a net
short position with respect to the Common Stock.

3.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

     The Company represents and warrants to the Buyer that as of the
date hereof and as of the Commencement Date:

     (a)  Organization and Qualification.  The Company and its
"Subsidiaries" (which for purposes of this Agreement means any entity
in which the Company, directly or indirectly, owns 50% or more of the
voting stock or capital stock or other similar equity interests) are
corporations duly organized and validly existing in good standing
under the laws of the jurisdiction in which they are incorporated, and
have the requisite corporate power and authority to own their
properties and to carry on their business as now being conducted.
Each of the Company and its Subsidiaries is duly qualified as a
foreign corporation to do business and is in good standing in every
jurisdiction in which its ownership of property or 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
could not reasonably be expected to have a Material Adverse Effect.
As used in this Agreement, "Material Adverse Effect" means any
material adverse effect on any of: (i) the business, properties,
assets, operations, results of operations or financial condition of
the Company and its Subsidiaries, if any, taken as a whole, or (ii)
the authority or ability of the Company to perform its obligations
under the Transaction Documents (as defined in Section 3(b) hereof).
The Company has no Subsidiaries except as set forth on Schedule 3(a).

     (b)  Authorization; Enforcement; Validity.  (i) The Company has
the requisite corporate power and authority to enter into and perform
its obligations under this Agreement, the Registration Rights
Agreement (as defined in Section 6(a) hereof) and each of the other
agreements entered into by the parties on the Commencement Date and
attached hereto as exhibits to this Agreement (collectively, the
"Transaction Documents"), and to issue the Securities in accordance
with the terms hereof and thereof, (ii) the execution and delivery of
the Transaction Documents by the Company and the consummation by it of
the transactions contemplated hereby and thereby, including without
limitation, the issuance of the Commitment Shares and the reservation
for issuance and the issuance of the Purchase Shares issuable under
this Agreement, 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 shareholders, (iii) this
Agreement has been, and each other Transaction Document shall be on
the Commencement Date, duly executed and delivered by the Company and
(iv) this Agreement constitutes, and each other Transaction Document
upon its execution on behalf of the Company, shall 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.  The Board of Directors of the Company
has approved the resolutions (the "Signing Resolutions") substantially
in the form as set forth as Exhibit D-1 attached hereto to authorize
this Agreement and the transactions contemplated hereby.  The Signing
Resolutions are valid, in full forth and effect and have not been
modified or supplemented in any respect other than by the resolutions
set forth in Exhibit D-2 attached hereto regarding the registration
statement referred to in Section 4 hereof.  The Company has delivered
to the Buyer a true and correct copy of a unanimous written consent
adopting the Signing Resolutions executed by all of the members of the
Board of Directors of the Company.  No other approvals or consents of
the Company's Board of Directors and/or shareholders is necessary
under applicable laws and the Company's Certificate of Incorporation
and/or Bylaws to authorize the execution and delivery of this
Agreement or any of the transactions contemplated hereby, including,
but not limited to, the issuance of the Commitment Shares and the
issuance of the Purchase Shares.

     (c)  Capitalization.  As of the date hereof, the authorized
capital stock of the Company consists of (i) 13,333,333 shares of
Common Stock, of which as of the date hereof, 13,330,257 shares are
issued and outstanding, 3,076 are held as treasury shares, 0 shares
are reserved for issuance pursuant to the Company's stock option plans
of which 0 shares remain available for future grants and 0 shares are
issuable and reserved for issuance pursuant to securities (other than
stock options issued pursuant to the Company's stock option plans)
exercisable or exchangeable for, or convertible into, shares of Common
Stock and (ii) 10,000,000 shares of Series A Preferred Stock, $0.001
par value with a $0.00 per share liquidation preference, of which as
of the date hereof  10,000,000 shares are issued and outstanding.  All
of such outstanding shares have been, or upon issuance will be,
validly issued and are fully paid and nonassessable.  Except as
disclosed in Schedule 3(c), (i) no shares of the Company's capital
stock are subject to preemptive rights or any other similar rights or
any liens or encumbrances suffered or permitted by the Company, (ii)
there are no outstanding debt securities, (iii) 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, (iv) 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 1933 Act (except the Registration Rights
Agreement), (v) there are no outstanding securities or instruments of
the Company or any of its Subsidiaries which contain any redemption or
similar provisions, and there are no contracts, commitments,
understandings or arrangements by which the Company or any of its
Subsidiaries is or may become bound to redeem a security of the
Company or any of its Subsidiaries, (vi) there are no securities or
instruments containing anti-dilution or similar provisions that will
be triggered by the issuance of the Securities as described in this
Agreement and (vii) the Company does not have any stock appreciation
rights or "phantom stock" plans or agreements or any similar plan or
agreement.  The Company has furnished to the Buyer 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 amended and as in effect on the date
hereof (the "By-laws"), and summaries of the terms of all securities
convertible into or exercisable for Common Stock, if any, and copies
of any documents containing the material rights of the holders thereof
in respect thereto.

     (d)  Issuance of Securities.  The Initial Shares (as defined in
Section 4(f) hereof) have been duly authorized, validly issued, fully
paid and non-assessable and are free from all taxes, liens, charges,
encumbrances, restrictions, rights of first refusal and preemptive
rights with no personal liability attaching to the ownership thereof
and are not subject to any voting agreement or voting trust. The
Commitment Shares have been duly authorized and reserved for issuance
and upon issuance in accordance with the terms hereof, the Commitment
Shares shall be (i) validly issued, fully paid and non-assessable and
(ii) free from all taxes, liens and charges with respect to the issue
thereof. As of the Commencement Date, 20,000,000 shares of Common
Stock will be duly authorized and reserved for issuance upon purchase
under this Agreement.  Upon issuance and payment therefor in
accordance with the terms and conditions of this Agreement, the
Purchase Shares shall be validly issued, fully paid and nonassessable
and free from all taxes, liens and charges with respect to the issue
thereof, with the holders being entitled to all rights accorded to a
holder of Common Stock.

     (e)  No Conflicts.  Except as disclosed in Schedule 3(e), the
execution, delivery and performance of the Transaction Documents by
the Company and the consummation by the Company of the transactions
contemplated hereby and thereby (including, without limitation, the
reservation for issuance and issuance of the Purchase Shares) will not
(i) result in a violation of the Certificate of Incorporation, any
Certificate of Designations, Preferences and Rights of any outstanding
series of preferred stock of the Company or the 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 applicable to the
Company or any of its Subsidiaries) or by which any property or asset
of the Company or any of its Subsidiaries is bound or affected, except
in the case of conflicts, defaults and violations under clause (ii),
which could not reasonably be expected to result in a Material Adverse
Effect.  Except as disclosed in Schedule 3(e), neither the Company nor
its Subsidiaries is in violation of any term of or in default under
its Certificate of Incorporation, any Certificate of Designation,
Preferences and Rights of any outstanding series of preferred stock of
the Company or By-laws or their organizational charter or by-laws,
respectively.  Except as disclosed in Schedule 3(e), neither the
Company nor any of its Subsidiaries is in violation of any term of or
is in default under 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, except for possible conflicts, defaults, terminations or
amendments which could not reasonably be expected to have a Material
Adverse Effect.  The business of the Company and its Subsidiaries is
not being conducted, and shall not be conducted, in violation of any
law, ordinance, regulation of any governmental entity, except for
possible violations, the sanctions for which either individually or in
the aggregate could not reasonably be expected to have a Material
Adverse Effect.  Except as specifically contemplated by this Agreement
and as required under the 1933 Act or 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 or any regulatory or self-regulatory agency in
order for it to execute, deliver or perform any of its obligations
under or contemplated by the Transaction Documents in accordance with
the terms hereof or thereof.  Except as disclosed in Schedule 3(e),
all consents, authorizations, orders, filings and registrations which
the Company is required to obtain pursuant to the preceding sentence
shall be obtained or effected on or prior to the Commencement Date.
Except as listed in Schedule 3(e), since January 1, 2002, the Company
has not received nor delivered any notices or correspondence from or
to the Principal Market.  The Principal Market has not commenced any
delisting proceedings against the Company.

     (f)  SEC Documents; Financial Statements. Except as disclosed in
Schedule 3(f), since January 1, 2001, the Company has timely filed all
reports, schedules, forms, statements and other documents required to
be filed by it with the SEC pursuant to the reporting requirements of
the Securities Exchange Act of 1934, as amended (the "1934 Act") (all
of the foregoing filed prior to the date hereof and all exhibits
included therein and financial statements and schedules thereto and
documents incorporated by reference therein being hereinafter referred
to as the "SEC Documents").  As of their respective dates (except as
they have been correctly amended), the SEC Documents complied in all
material respects with the requirements of the 1934 Act and the rules
and regulations of the SEC promulgated thereunder applicable to the
SEC Documents, and none of the SEC Documents, at the time they were
filed with the SEC (except as they may have been properly amended),
contained any untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which
they were made, not misleading.  As of their respective dates (except
as they have been properly amended), the financial statements of the
Company included in the SEC Documents 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).  Except as listed in Schedule
3(f), the Company has received no notices or correspondence from the
SEC since January 1, 2001.  The SEC has not commenced any enforcement
proceedings against the Company or any of its subsidiaries.

     (g)  Absence of Certain Changes.  Except as disclosed in Schedule
3(g), since September 30, 2002, there has been no material adverse
change in the business, properties, operations, financial condition or
results of operations of the Company or its Subsidiaries.  The Company
has not taken any steps, and does not currently expect to take any
steps, to seek protection pursuant to any Bankruptcy Law nor does the
Company or any of its Subsidiaries have any knowledge or reason to
believe that its creditors intend to initiate involuntary bankruptcy
or insolvency proceedings.  The Company is financially solvent and is
generally able to pay its debts as they become due.

     (h)  Absence of Litigation. There is no action, suit, proceeding,
inquiry or investigation before or by any court, public board,
government agency, self-regulatory organization or body pending or, to
the knowledge of the Company or any of its Subsidiaries, threatened
against or affecting the Company, the Common Stock or any of the
Company's Subsidiaries or any of the Company's or the Company's
Subsidiaries' officers or directors in their capacities as such, which
could reasonably be expected to have a Material Adverse Effect.   A
description of each action, suit, proceeding, inquiry or investigation
before or by any court, public board, government agency, self-
regulatory organization or body which, as of the date of this
Agreement, is pending or threatened in writing against or affecting
the Company, the Common Stock or any of the Company's Subsidiaries or
any of the Company's or the Company's Subsidiaries' officers or
directors in their capacities as such, is set forth in Schedule 3(h).

     (i)  Acknowledgment Regarding Buyer's Status.  The Company
acknowledges and agrees that the Buyer is acting solely in the
capacity of arm's length purchaser with respect to the Transaction
Documents and the transactions contemplated hereby and thereby.  The
Company further acknowledges that the Buyer is not acting as a
financial advisor or fiduciary of the Company (or in any similar
capacity) with respect to the Transaction Documents and the
transactions contemplated hereby and thereby and any advice given by
the Buyer or any of its representatives or agents in connection with
the Transaction Documents and the transactions contemplated hereby and
thereby is merely incidental to the Buyer's purchase of the
Securities.  The Company further represents to the Buyer that the
Company's decision to enter into the Transaction Documents has been
based solely on the independent evaluation by the Company and its
representatives and advisors.

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

     (k)  Dilutive Effect.  The Company understands and acknowledges
that the number of Purchase Shares purchasable under this Agreement is
not fixed and will vary depending on the Purchase Price at which such
shares are purchased.  The Company further acknowledges that its
obligation to issue Purchase Shares under this Agreement in accordance
with the terms and conditions hereof is absolute and unconditional
regardless of the dilutive effect that such issuance may have on the
ownership interests of other shareholders of the Company.

     (l)  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.  Except as set forth on Schedule 3(l), none of the
Company's material trademarks, trade names, service marks, service
mark registrations, service names, patents, patent rights, copyrights,
inventions, licenses, approvals, government authorizations, trade
secrets or other intellectual property rights have expired or
terminated, or, by the terms and conditions thereof, could expire or
terminate within two years from the date of this Agreement.  The
Company and its Subsidiaries do not have any knowledge of any
infringement by the Company or its Subsidiaries of any material
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, or of
any such development of similar or identical trade secrets or
technical information by others and, except as set forth on Schedule
3(l), 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,
which could reasonably be expected to have a Material Adverse Effect.

     (m)  Environmental Laws.  The Company and its Subsidiaries (i)
are in compliance with any and all applicable 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, except where, in each of the
three foregoing clauses, the failure to so comply could not reasonably
be expected to have, individually or in the aggregate, a Material
Adverse Effect.

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

     (o)  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.

     (p)  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.

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

     (r)  Transactions With Affiliates.  Except as set forth on
Schedule 3(r) and other than the grant or exercise of stock options
disclosed on Schedule 3(c), none of the officers, directors, or
employees of the Company is presently a party to any transaction with
the Company or any of its Subsidiaries (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 an interest or is an officer, director, trustee
or partner.

     (s)  Application of Takeover Protections.  The Company and its
board of directors have taken or will take prior to the Commencement
Date all necessary action, if any, in order to render inapplicable any
control share acquisition, business combination, poison pill
(including any distribution under a rights agreement) or other similar
anti-takeover provision under the Certificate of Incorporation or the
laws of the state of its incorporation which is or could become
applicable to the Buyer as a result of the transactions contemplated
by this Agreement, including, without limitation, the Company's
issuance of the Securities and the Buyer's ownership of the Securities.

     (t)  Foreign Corrupt Practices.  Neither the Company, nor any of
its Subsidiaries, nor any director, officer, agent, employee or other
person acting on behalf of the Company or any of its Subsidiaries has,
in the course of its actions for, or on behalf of, the Company, used
any corporate funds for any unlawful contribution, gift, entertainment
or other unlawful expenses relating to political activity; made any
direct or indirect unlawful payment to any foreign or domestic
government official or employee from corporate funds; violated or is
in violation of any provision of the U.S. Foreign Corrupt Practices
Act of 1977, as amended; or made any unlawful bribe, rebate, payoff,
influence payment, kickback or other unlawful payment to any foreign
or domestic government official or employee.

4.  COVENANTS.

     (a)  Filing of Registration Statement.  The Company shall within
a reasonable period of time from the date hereof file a new
registration statement covering the sale of the Commitment Shares and
at least 20,000,000 Purchase Shares.  The Buyer and its counsel shall
have a reasonable opportunity to review and comment upon such
registration statement or amendment to such registration statement and
any related prospectus prior to its filing with the SEC.  Buyer shall
furnish all information reasonably requested by the Company for
inclusion therein.  The Company shall use its best efforts to have
such registration statement or amendment declared effective by the SEC
at the earliest possible date.

     (b)  Blue Sky. The Company shall take such action, if any, as is
reasonably necessary in order to obtain an exemption for or to qualify
(i) the initial sale of the Commitment Shares and any Purchase Shares
to the Buyer under this Agreement and (ii) any subsequent resale of
the Commitment Shares and any Purchase Shares by the Buyer, in each
case, under applicable securities or "Blue Sky" laws of the states of
the United States in such states as is reasonably requested by the
Buyer from time to time, and shall provide evidence of any such action
so taken to the Buyer.

     (c)  No Variable Priced Financing.  Other than pursuant to this
Agreement, the Company agrees that beginning on the date of this
Agreement and ending on the date of termination of this Agreement (as
provided in Section 11(k) hereof), neither the Company nor any of its
Subsidiaries shall, without the prior written consent of the Buyer,
contract for any equity financing (including any debt financing with
an equity component) or issue any equity securities of the Company or
any Subsidiary or securities convertible or exchangeable into or for
equity securities of the Company or any Subsidiary (including debt
securities with an equity component) which, in any case (i) are
convertible into or exchangeable for an indeterminate number of shares
of common stock, (ii) are convertible into or exchangeable for Common
Stock at a price which varies with the market price of the Common
Stock, (iii) directly or indirectly provide for any "re-set" or
adjustment of the purchase price, conversion rate or exercise price
after the issuance of the security, or (iv) contain any "make-whole"
provision based upon, directly or indirectly, the market price of the
Common Stock after the issuance of the security, in each case, other
than reasonable and customary anti-dilution adjustments for issuance
of shares of Common Stock at a price which is below the market price
of the Common Stock.

     (d)  Listing.  The Company shall promptly secure the listing of
all of the Purchase Shares and Commitment Shares upon each national
securities exchange and automated quotation system, if any, upon which
shares of Common Stock are then listed (subject to official notice of
issuance) and shall maintain, so long as any other shares of Common
Stock shall be so listed, such listing of all such securities from
time to time issuable under the terms of the Transaction Documents.
The Company shall maintain the Common Stock's authorization for
quotation on the Principal Market.  Neither the Company nor any of its
Subsidiaries shall take any action that would be reasonably expected
to result in the delisting or suspension of the Common Stock on the
Principal Market.  The Company shall promptly, and in no event later
than the following Trading Day, provide to the Buyer copies of any
notices it receives from the Principal Market regarding the continued
eligibility of the Common Stock for listing on such automated
quotation system or securities exchange.  The Company shall pay all
fees and expenses in connection with satisfying its obligations under
this Section.

     (e)  Limitation on Short Sales and Hedging Transactions.  The
Buyer agrees that beginning on the date of this Agreement and ending
on the date of termination of this Agreement as provided in Section
11(k), the Buyer and its agents, representatives and affiliates shall
not in any manner whatsoever enter into or effect, directly or
indirectly, any (i) "short sale" (as such term is defined in Rule 3b-3
of the 1934 Act) of the Common Stock or (ii) hedging transaction,
which establishes a net short position with respect to the Common
Stock.

     (f)  Issuance of Commitment Shares; Limitation on Sales of
Commitment Shares.  Immediately upon the execution of this Agreement,
the Company shall cause to be transferred to the Buyer all right title
and interest to 600,000 shares of Series A Preferred Stock of the
Company ("Initial Shares") free from all taxes, liens, charges,
encumbrances, restrictions, rights of first refusal and preemptive
rights and not subject to any voting agreement or voting trust, which
Initial Shares are convertible on a per share basis and without any
further payment therefor into 5 shares of Common Stock and in the
aggregate into 3,000,000 shares of Common Stock (the "Commitment
Shares").  The Commitment Shares shall be issued in certificated form
and (subject to Section 5 hereof) shall bear the following
restrictive legend:

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

     The Buyer agrees that the Buyer shall not transfer or sell the
Commitment Shares until the earlier of 800 Trading Days (40 Monthly
Periods) from the date hereof or the date on which this Agreement has
been terminated, provided, however, that such restrictions shall not
apply: (i) in connection with any transfers to or among affiliates (as
defined in the 1934 Act), (ii) in connection with any pledge in
connection with a bona fide loan or margin account, or (iii) if an
Event of Default has occurred, or any event which, after notice and/or
lapse of time, would become an Event of Default, including any failure
by the Company to timely issue Purchase Shares under this Agreement.
Notwithstanding the forgoing, the Buyer may transfer Commitment Shares
to a third party in order to settle a sale made by the Buyer where the
Buyer reasonably expects the Company to deliver Purchase Shares to the
Buyer under this Agreement so long as the Buyer maintains ownership of
the same overall number of shares of Common Stock by "replacing" the
Commitment Shares so transferred with Purchase Shares when the
Purchase Shares are actually issued by the Company to the Buyer.

     (g)  Due Diligence.  The Buyer shall have the right, from time to
time as the Buyer may reasonably deem appropriate, to perform
reasonable due diligence on the Company during normal business hours.
The Company and its officers and employees shall reasonably cooperate
with the Buyer in connection with any reasonable request by the Buyer
related to the Buyer's due diligence of the Company.  Each party
hereto agrees not to disclose any Confidential Information of the
other party to any third party and shall not use the Confidential
Information for any purpose other than in connection with, or in
furtherance of, the transactions contemplated hereby.  Each party
hereto acknowledges that the Confidential Information shall remain the
property of the disclosing party and agrees that it shall take all
reasonable measures to protect the secrecy of any Confidential
Information disclosed by the other party.

5.  TRANSFER AGENT INSTRUCTIONS.

     On the Commencement Date, the Company shall cause any restrictive
legend on the Commitment Shares and the 300,000 shares of Common Stock
(the "Signing Shares") issued upon conversion of the Series A
Preferred Shares issued to the Buyer upon signing that certain Term
Sheet between the Buyer and the Company and dated as of November 25,
2002, to be removed and all of the Purchase Shares  to be issued under
this Agreement shall be issued without any restrictive legend.  The
Company shall issue irrevocable instructions to the Transfer Agent,
and any subsequent transfer agent, to issue Purchase Shares in the
name of the Buyer for the Purchase Shares (the "Irrevocable Transfer
Agent Instructions").  The Company warrants to the Buyer that no
instruction other than the Irrevocable Transfer Agent Instructions
referred to in this Section 5, will be given by the Company to the
Transfer Agent with respect to the Purchase Shares and that the
Commitment Shares, Signing Shares and the Purchase Shares shall
otherwise be freely transferable on the books and records of the
Company as and to the extent provided in this Agreement and the
Registration Rights Agreement subject to the provisions of Section
4(f) in the case of the Commitment Shares.

6.  CONDITIONS TO THE COMPANY'S OBLIGATION TO COMMENCE
    SALES OF SHARES OF COMMON STOCK.

     The obligation of the Company hereunder to commence sales of the
Purchase Shares is subject to the satisfaction of each of the
following conditions on or before the Commencement Date (the date that
sales begin) and once such conditions have been initially satisfied,
there shall not be any ongoing obligation to satisfy such conditions
after the Commencement has occurred; provided that these conditions
are for the Company's sole benefit and may be waived by the Company at
any time in its sole discretion by providing the Buyer with prior
written notice thereof:

     (a)  The Buyer shall have executed each of the Transaction
Documents and delivered the same to the Company including the
Registration Rights Agreement substantially in the form of Exhibit A
hereto (the "Registration Rights Agreement").

     (b)  Subject to the Company's compliance with Section 4(a), a
registration statement covering the sale of all of the Commitment
Shares, Signing Shares and at least 20,000,000 Purchase Shares shall
have been declared effective under the 1933 Act by the SEC and no stop
order with respect to the Registration Statement shall be pending or
threatened by the SEC.

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

7.  CONDITIONS TO THE BUYER'S OBLIGATION TO COMMENCE
    PURCHASES OF SHARES OF COMMON STOCK.

     The obligation of the Buyer to commence purchases of Purchase
Shares under this Agreement is subject to the satisfaction of each of
the following conditions on or before the Commencement Date (the date
that sales begin) and once such conditions have been initially
satisfied, there shall not be any ongoing obligation to satisfy such
conditions after the Commencement has occurred; provided that these
conditions are for the Buyer's sole benefit and may be waived by the
Buyer at any time in its sole discretion by providing the Company with
prior written notice thereof:

     (a)  The Company shall have executed each of the Transaction
Documents and delivered the same to the Buyer including the
Registration Rights Agreement substantially in the form of Exhibit A
hereto.

     (b)  The Company shall have issued to the Buyer the Commitment
Shares and the Signing Shares and shall have removed the restrictive
transfer legend from the certificates representing the Commitment
Shares and Signing Shares.

     (c)  The Common Stock shall be authorized for quotation on the
Principal Market, trading in the Common Stock shall not have been
within the last 365 days suspended by the SEC or the Principal Market
and the Purchase Shares and the Commitment Shares shall be approved
for listing upon the Principal Market.

     (d)  The Buyer shall have received the opinions of the Company's
legal counsel dated as of the Commencement Date substantially in the
form of Exhibit B attached hereto.

     (e)  The representations and warranties of the Company shall be
true and correct in all material respects (except to the extent that
any of such representations and warranties is already qualified as to
materiality in Section 3 above, in which case, such representations
and warranties shall be true and correct without further
qualification) as of the date when made and as of the Commencement
Date as though made at that time (except for representations and
warranties that speak as of a specific date) and the Company shall
have performed, satisfied and complied with the covenants, agreements
and conditions required by the Transaction Documents to be performed,
satisfied or complied with by the Company at or prior to the
Commencement Date.  The Buyer shall have received a certificate,
executed by the CEO, President or CFO of the Company, dated as of the
Commencement Date, to the foregoing effect in the form attached hereto
as Exhibit C.

     (f)  The Board of Directors of the Company shall have adopted
resolutions in the form attached hereto as Exhibit D which shall be in
full force and effect without any amendment or supplement thereto as
of the Commencement Date.

     (g)  As of the Commencement Date, the Company shall have reserved
out of its authorized and unissued Common Stock, solely for the
purpose of effecting purchases of Purchase Shares hereunder, at least
20,000,000 shares of Common Stock.

     (h)  The Irrevocable Transfer Agent Instructions, in form
acceptable to the Buyer shall have been delivered to and acknowledged
in writing by the Company and the Company's Transfer Agent.

     (i)  The Company shall have delivered to the Buyer a certificate
evidencing the incorporation and good standing of the Company in the
State of Nevada issued by the Secretary of State of the State of
Nevada as of a date within ten (10) Trading Days of the Commencement
Date.

     (j)  The Company shall have delivered to the Buyer a certified
copy of the Certificate of Incorporation as certified by the Secretary
of State of the State of Nevada within ten (10) Trading Days of the
Commencement Date.

     (k)  The Company shall have delivered to the Buyer a secretary's
certificate executed by the Secretary of the Company, dated as of the
Commencement Date, in the form attached hereto as Exhibit E.

     (l)  A registration statement covering the sale of all of the
Commitment Shares, Signing Shares and at least 20,000,000 Purchase
Shares shall have been declared effective under the 1933 Act by the
SEC and no stop order with respect to the registration statement shall
be pending or threatened by the SEC.  The Company shall have prepared
and delivered to the Buyer a final form of prospectus to be used by
the Buyer in connection with any sales of any Commitment Shares,
Signing Shares or any Purchase Shares. The Company shall have made all
filings under all applicable federal and state securities laws
necessary to consummate the issuance of the Commitment Shares, Signing
Shares and the Purchase Shares pursuant to this Agreement in
compliance with such laws.

     (m)  No Event of Default has occurred, or any event which, after
notice and/or lapse of time, would become an Event of Default has
occurred.

     (n)  On or prior to the Commencement Date, the Company shall take
all necessary action, if any, and such actions as reasonably requested
by the Buyer, in order to render inapplicable any control share
acquisition, business combination, shareholder rights plan or poison
pill (including any distribution under a rights agreement) or other
similar anti-takeover provision under the Certificate of Incorporation
or the laws of the state of its incorporation which is or could become
applicable to the Buyer as a result of the transactions contemplated
by this Agreement, including, without limitation, the Company's
issuance of the Securities and the Buyer's ownership of the
Securities.

8.  INDEMNIFICATION.

     In consideration of the Buyer's execution and delivery of the
Transaction Documents and acquiring the Securities hereunder and in
addition to all of the Company's other obligations under the
Transaction Documents, the Company shall defend, protect, indemnify
and hold harmless the Buyer and all of its affiliates, shareholders,
officers, directors, employees and direct or indirect investors and
any of the foregoing person's agents or other representatives
(including, without limitation, those retained in connection with the
transactions contemplated by this Agreement) (collectively, the
"Indemnitees") from and against any and all actions, causes of action,
suits, claims, losses, costs, penalties, fees, liabilities and
damages, and expenses in connection therewith (irrespective of whether
any such Indemnitee is a party to the action for which indemnification
hereunder is sought), and including reasonable attorneys' fees and
disbursements (the "Indemnified Liabilities"), incurred by any
Indemnitee 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 the Transaction Documents 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
the Transaction Documents or any other certificate, instrument or
document contemplated hereby or thereby, or (c) any cause of action,
suit or claim brought or made against such Indemnitee and arising out
of or resulting from the execution, delivery, performance or
enforcement of the Transaction Documents or any other certificate,
instrument or  document contemplated hereby or thereby, other than
with respect to Indemnified Liabilities which directly and primarily
result from the gross negligence or willful misconduct of the
Indemnitee.  To the extent that the foregoing undertaking by the
Company may be unenforceable for any reason, the Company shall make
the maximum contribution to the payment and satisfaction of each of
the Indemnified Liabilities which is permissible under applicable law.

9.  EVENTS OF DEFAULT.

     An "Event of Default" shall be deemed to have occurred at any
time as any of the following events occurs:

     (a)  while any registration statement is required to be
maintained effective pursuant to the terms of the Registration Rights
Agreement, the effectiveness of such registration statement lapses for
any reason (including, without limitation, the issuance of a stop
order) or is unavailable to the Buyer for sale of all of the
Registrable Securities (as defined in the Registration Rights
Agreement) in accordance with the terms of the Registration Rights
Agreement, and such lapse or unavailability continues for a period of
ten (10) consecutive Trading Days or for more than an aggregate of
thirty (30) Trading Days in any 365-day period;

     (b)  the suspension from trading or failure of the Common Stock
to be listed on the Principal Market for a period of three (3)
consecutive Trading Days;

     (c)  the delisting of the Company's Common Stock from the
Principal Market, provided, however, that the Common Stock is not
immediately thereafter trading on the New York Stock Exchange, the
Nasdaq National Market, the Nasdaq SmallCap Market, the Nasdaq
Bulletin Board Exchange or the American Stock Exchange;

     (d)  the failure for any reason by the Transfer Agent to issue
Purchase Shares to the Buyer within five (5) Trading Days after the
applicable Purchase Date which the Buyer is entitled to receive;

     (e)  the Company breaches any representation, warranty, covenant
or other term or condition under any Transaction Document if such
breach could have a Material Adverse Effect and except, in the case of
a breach of a covenant which is reasonably curable, only if such
breach continues for a period of at least ten (10) Trading Days;

     (f)  any payment default under any contract whatsoever or any
acceleration prior to maturity of any mortgage, indenture, contract or
instrument under which there may be issued or by which there may be
secured or evidenced any indebtedness for money borrowed by the
Company or for money borrowed the repayment of which is guaranteed by
the Company, whether such indebtedness or guarantee now exists or
shall be created hereafter, which, with respect to any such payment
default or acceleration prior to maturity, is in excess of $1,000,000;

     (g)  if any Person commences a proceeding against the Company
pursuant to or within the meaning of any Bankruptcy Law;

     (h)  if the Company pursuant to or within the meaning of any
Bankruptcy Law; (A) commences a voluntary case, (B) consents to the
entry of an order for relief against it in an involuntary case, (C)
consents to the appointment of a Custodian of it or for all or
substantially all of its property, (D) makes a general assignment for
the benefit of its creditors, (E) becomes insolvent, or (F) is
generally unable to pay its debts as the same become due; or

     (i)  a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that (A) is for relief against the Company in
an involuntary case, (B) appoints a Custodian of the Company or for
all or substantially all of its property, or (C) orders the
liquidation of the Company or any Subsidiary.

     In addition to any other rights and remedies under applicable law and
this Agreement, including the Buyer termination rights under Section
11(k) hereof, so long as an Event of Default has occurred and is
continuing, or if any event which, after notice and/or lapse of time,
would become an Event of Default, has occurred and is continuing, or
so long as the Purchase Price is below the Purchase Price Floor, the
Buyer shall not be obligated to purchase any shares of Common Stock
under this Agreement.  If pursuant to or within the meaning of any
Bankruptcy Law, the Company commences a voluntary case or any Person
commences a proceeding against the Company, a Custodian is appointed
for the Company or for all or substantially all of its property, or
the Company makes a general assignment for the benefit of its
creditors, (any of which would be an Event of Default as described in
Sections 9(g), 9(h) and 9(i) hereof) this Agreement shall
automatically terminate without any liability or payment to the
Company without further action or notice by any Person.  No such
termination of this Agreement under Section 11(k)(i) shall affect the
Company's or the Buyer's obligations under this Agreement with respect
to pending purchases and the Company and the Buyer shall complete
their respective obligations with respect to any pending purchases
under this Agreement.

10.  CERTAIN DEFINED TERMS.

     For purposes of this Agreement, the following terms shall have
the following meanings:

     (a)  "1933 Act" means the Securities Act of 1933, as amended.

     (b)  "Available Amount" means initially Six Million Dollars
($6,000,000) in the aggregate which amount shall be reduced by the
Purchase Amount each time the Buyer purchases shares of Common Stock
pursuant to Section 1 hereof.

     (c)  "Bankruptcy Law" means Title 11, U.S. Code, or any similar
federal or state law for the relief of debtors.

     (d)  "Closing Sale Price" means, for any security as of any date,
the last closing trade price for such security on the Principal Market
as reported by Bloomberg, or, if the Principal Market is not the
principal securities exchange or trading market for such security, the
last closing trade price of such security on the principal securities
exchange or trading market where such security is listed or traded as
reported by Bloomberg.

     (e)  "Confidential Information" means any information disclosed
by either party to the other party, either directly or indirectly, in
writing, orally or by inspection of tangible objects (including,
without limitation, documents, prototypes, samples, plant and
equipment), which is designated as "Confidential," "Proprietary" or
some similar designation. Information communicated orally shall be
considered Confidential Information if such information is confirmed
in writing as being Confidential Information within ten (10) business
days after the initial disclosure. Confidential Information may also
include information disclosed to a disclosing party by third parties.
Confidential Information shall not, however, include any information
which (i) was publicly known and made generally available in the
public domain prior to the time of disclosure by the disclosing party;
(ii) becomes publicly known and made generally available after
disclosure by the disclosing party to the receiving party through no
action or inaction of the receiving party; (iii) is already in the
possession of the receiving party at the time of disclosure by the
disclosing party as shown by the receiving party's files and records
immediately prior to the time of disclosure; (iv) is obtained by the
receiving party from a third party without a breach of such third
party's obligations of confidentiality; (v) is independently developed
by the receiving party without use of or reference to the disclosing
party's Confidential Information, as shown by documents and other
competent evidence in the receiving party's possession; or (vi) is
required by law to be disclosed by the receiving party, provided that
the receiving party gives the disclosing party prompt written notice
of such requirement prior to such disclosure and assistance in
obtaining an order protecting the information from public disclosure.

     (f)  "Custodian" means any receiver, trustee, assignee,
liquidator or similar official under any Bankruptcy Law.

     (g)  "Floor Price" means initially $0.10, which amount may be
increased or decreased from time to time as provided below, except
that in no case shall the Floor Price be less than $0.05. The Company
may at any time give written notice (a "Floor Price Change Notice") to
the Buyer increasing or decreasing the Floor Price.  The Floor Price
Change Notice shall be effective only for purchases that have a
Purchase Date later than one (1) Trading Day after receipt of the
Floor Price Change Notice by the Buyer.  Any purchase by the Buyer
that has a Purchase Date on or prior to the first Trading Day after
receipt of a Floor Price Change Notice from the Company must be
honored by the Company as otherwise provided herein.  The Floor Price
shall be appropriately adjusted for any reorganization,
recapitalization, non-cash dividend, stock split or other similar
transaction.

     (h)  "Maturity Date" means the date that is 800 Trading Days (40
Monthly Periods) from the Commencement Date which such date may be
extended by up to an additional six (6) Monthly Periods by the
Company, in its sole discretion, by written notice to the Buyer.

     (i)  "Monthly Period" means each successive 20 Trading Day period
commencing with the Commencement Date.

     (j)  "Person" means an individual or entity including any limited
liability company, a partnership, a joint venture, a corporation, a
trust, an unincorporated organization and a government or any
department or agency thereof.

     (k)  "Principal Market" means the Nasdaq OTC Bulletin Board;
provided however, that in the event the Company's Common Stock is ever
listed or traded on the Nasdaq National Market, the Nasdaq SmallCap
Market, , the Nasdaq Bulletin Board Exchange, the New York Stock
Exchange or the American Stock Exchange, than the "Principal Market"
shall mean such other market or exchange on which the Company's Common
Stock is then listed or traded.

     (l)  "Purchase Amount" means the portion of the Available Amount
to be purchased by the Buyer pursuant to Section 1 hereof.

     (m)  "Purchase Date" means the actual date that the Buyer is to
buy Purchase Shares pursuant to Section 1 hereof.

     (n)  "Purchase Price" means, as of any date of determination the
lower of the (A) the lowest Sale Price of the Common Stock on such
date of determination and (B) the arithmetic average of the three (3)
lowest Closing Sale Prices for the Common Stock during the twelve (12)
consecutive Trading Days ending on the Trading Day immediately
preceding such date of determination (to be appropriately adjusted for
any reorganization, recapitalization, non-cash dividend, stock split
or other similar transaction).

     (o)  "Sale Price" means, for any security as of any date, any
trade price for such security on the Principal Market as reported by
Bloomberg, or, if the Principal Market is not the principal securities
exchange or trading market for such security, the trade price of such
security on the principal securities exchange or trading market where
such security is listed or traded as reported by Bloomberg.

     (p)  "SEC" means the United States Securities and Exchange
Commission.

     (q)  "Transfer Agent" means the transfer agent of the Company as
set forth in Section 11(f) hereof or such other person who is then
serving as the transfer agent for the Company in respect of the Common
Stock.

     (r)  "Trading Day" means any day on which the Principal Market
is open for customary trading.

11.  MISCELLANEOUS.

     (a)  Governing Law; Jurisdiction; Jury Trial.  The corporate laws
of the State of Nevada shall govern all issues concerning the relative
rights of the Company and its shareholders. All other questions
concerning the construction, validity, enforcement and interpretation
of this Agreement and the other Transaction Documents shall be
governed by the internal laws of the State of Illinois, without giving
effect to any choice of law or conflict of law provision or rule
(whether of the State of Illinois or any other jurisdictions) that
would cause the application of the laws of any jurisdictions other
than the State of Illinois.  Each party hereby irrevocably submits to
the exclusive jurisdiction of the state and federal courts sitting in
the City of Chicago, for the adjudication of any dispute hereunder or
under the other Transaction Documents or in connection herewith or
therewith, or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any
suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action
or proceeding is brought in an inconvenient forum or that the venue of
such suit, action or proceeding is improper.  Each party hereby
irrevocably waives personal service of process and consents to process
being served in any such suit, action or proceeding by mailing a copy
thereof to such party at the address for such notices to it under this
Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof.  Nothing contained
herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law.  EACH PARTY HEREBY IRREVOCABLY WAIVES
ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR
ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

     (b)  Counterparts.  This Agreement may be executed in two or more
identical counterparts, all of which shall be considered one and the
same agreement and shall become effective when counterparts have been
signed by each party and delivered to the other party; provided that a
facsimile signature shall be considered due execution and shall be
binding upon the signatory thereto with the same force and effect as
if the signature were an original, not a facsimile signature.

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

     (d)  Severability.  If any provision of this Agreement shall be
invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of
the remainder of this Agreement in that jurisdiction or the validity
or enforceability of any provision of this Agreement in any other
jurisdiction.

     (e)  Entire Agreement; Amendments.  With the exception of the
Mutual Nondisclosure Agreement between the parties dated as of
December 6, 2002, this Agreement supersedes all other prior oral or
written agreements between the Buyer, the Company, their affiliates
and persons acting on their behalf with respect to the matters
discussed herein, and this Agreement, the other Transaction Documents
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 Buyer makes any representation, warranty, covenant or
undertaking with respect to such matters.  No provision of this
Agreement may be amended other than by an instrument in writing signed
by the Company and the Buyer, and no provision hereof may be waived
other than by an instrument in writing signed by the party against
whom enforcement is sought.

     (f)  Notices.  Any notices, consents, waivers or other
communications required or permitted to be given under the terms of
this Agreement must be in writing and will be deemed to have been
delivered: (i) upon receipt, when delivered personally; (ii) upon
receipt, when sent by facsimile (provided confirmation of transmission
is mechanically or electronically generated and kept on file by the
sending party); or (iii) one Trading 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:

Majestic Companies, Ltd.
57 W. South Temple Street, Suite 300
Salt Lake City, UT 84101
Telephone:  801-322-1776
Facsimile:  801-521-3887
Attention:  Chief Financial Officer

With a copy to:

David K. Detton, PLLC
57 W. South Temple Street, Suite 420
Salt Lake City, UT 84101
Telephone:  801-363-9900
Facsimile:  801-363-9908
Attention:  David K. Detton

If to the Buyer:

Fusion Capital Fund II, LLC
222 Merchandise Mart Plaza, Suite 9-112
Chicago, IL 60654
Telephone:  312-644-6644
Facsimile:  312-644-6244
Attention:  Steven G. Martin

If to the Transfer Agent:

1340 South Main Street, Suite 190
Grapevine, TX 76051
Telephone:  817-416-2533
Facsimile:  817-416-2535
Attention:  Lyle J. Mortensen

or at such other address and/or facsimile number and/or to the
attention of such other person as the recipient party has specified by
written notice given to each other party three (3) Trading Days prior
to the effectiveness of such change.  Written confirmation of receipt
(A) given by the recipient of such notice, consent, waiver or other
communication, (B) mechanically or electronically generated by the
sender's facsimile machine containing the time, date, and recipient
facsimile number or (C) provided by a nationally recognized overnight
delivery service, shall be rebuttable evidence of personal service,
receipt by facsimile or receipt from a nationally recognized overnight
delivery service in accordance with clause (i), (ii) or (iii) above,
respectively.

     (g)  Successors and Assigns.  This Agreement shall be binding
upon and inure to the benefit of the parties and their respective
successors and assigns.  The Company shall not assign this Agreement
or any rights or obligations hereunder without the prior written
consent of the Buyer, including by merger or consolidation.  The Buyer
may not assign its rights or obligations under this Agreement.

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

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

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

     (k)  Termination.  This Agreement may be terminated only as
follows:

     (i)  By the Buyer any time an Event of Default exists
without any liability or payment to the Company.  However, if
pursuant to or within the meaning of any Bankruptcy Law, the
Company commences a voluntary case or any Person commences a
proceeding against the Company, a Custodian is appointed for the
Company or for all or substantially all of its property, or the
Company makes a general assignment for the benefit of its
creditors, (any of which would be an Event of Default as
described in Sections 9(g), 9(h) and 9(i) hereof) this Agreement
shall automatically terminate without any liability or payment to
the Company without further action or notice by any Person.  No
such termination of this Agreement under this Section 11(k)(i)
shall affect the Company's or the Buyer's obligations under this
Agreement with respect to pending purchases and the Company and
the Buyer shall complete their respective obligations with
respect to any pending purchases under this Agreement.

     (ii)  In the event that the Commencement shall not have
occurred, the Company shall have the option to terminate this
Agreement for any reason or for no reason without liability of
any party to any other party.

     (iii)  In the event that the Commencement shall not have
occurred on or before April 30, 2003, due to the failure to
satisfy the conditions set forth in Sections 6 and 7 above with
respect to the Commencement (and the nonbreaching party's failure
to waive such unsatisfied condition(s)), the nonbreaching party
shall have the option to terminate this Agreement at the close of
business on such date or thereafter without liability of any
party to any other party.

     (iv)  If by the Maturity Date (including any extension
thereof by the Company pursuant to Section 10(g) hereof), for any
reason or for no reason the full Available Amount under this
Agreement has not been purchased as provided for in Section 1 of
this Agreement, by the Buyer without any liability or payment to
the Company.

     (v)  At any time after the Commencement Date, the Company
shall have the option to terminate this Agreement for any reason
or for no reason by delivering notice (a "Company Termination
Notice") to the Buyer electing to terminate this Agreement
without any liability or payment to the Buyer.  The Company
Termination Notice shall not be effective until one (1) Trading
Day after it has been received by the Buyer.

     (vi)  This Agreement shall automatically terminate on the
date that the Company sells and the Buyer purchases the full
Available Amount as provided herein, without any action or notice
on the part of any party.

Except as set forth in Sections 11(k)(i) (in respect of an Event of
Default under Sections 9(g), 9(h) and 9(i))and 11(k)(vi), any
termination of this Agreement pursuant to this Section 11(k) shall be
effected by written notice from the Company to the Buyer, or the Buyer
to the Company, as the case may be, setting forth the basis for the
termination hereof.  The representations and warranties of the Company
and the Buyer contained in Sections 2 and 3 hereof, the
indemnification provisions set forth in Section 8 hereof and the
agreements and covenants set forth in Section 1(g) and Section 11,
shall survive the Commencement and any termination of this Agreement.
No termination of this Agreement shall affect the Company's or the
Buyer's obligations under this Agreement with respect to pending
purchases and the Company and the Buyer shall complete their
respective obligations with respect to any pending purchases under
this Agreement.

     (l)  No Financial Advisor, Placement Agent, Broker or Finder.
The Company represents and warrants to the Buyer that it has not
engaged any financial advisor, placement agent, broker or finder in
connection with the transactions contemplated hereby.  The Buyer
represents and warrants to the Company that it has not engaged any
financial advisor, placement agent, broker or finder in connection
with the transactions contemplated hereby.  The Company shall be
responsible for the payment of any fees or commissions, if any, of any
financial advisor, placement agent, broker or finder relating to or
arising out of the transactions contemplated hereby.  The Company
shall pay, and hold the Buyer harmless against, any liability, loss or
expense (including, without limitation, attorneys' fees and out of
pocket expenses) arising in connection with any such claim.

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

     (n)  Remedies, Other Obligations, Breaches and Injunctive Relief.
The Buyer's remedies provided in this Agreement shall be cumulative
and in addition to all other remedies available to the Buyer under
this Agreement, at law or in equity (including a decree of specific
performance and/or other injunctive relief), no remedy of the Buyer
contained herein shall be deemed a waiver of compliance with the
provisions giving rise to such remedy and nothing herein shall limit
the Buyer's right to pursue actual damages for any failure by the
Company to comply with the terms of this Agreement.  The Company
acknowledges that a breach by it of its obligations hereunder will
cause irreparable harm to the Buyer and that the remedy at law for any
such breach may be inadequate.  The Company therefore agrees that, in
the event of any such breach or threatened breach, the Buyer shall be
entitled, in addition to all other available remedies, to an
injunction restraining any breach, without the necessity of showing
economic loss and without any bond or other security being required.

     (o)  Changes to the Terms of this Agreement.  This Agreement and
any provision hereof may only be amended by an instrument in writing
signed by the Company and the Buyer.  The term "Agreement" and all
reference thereto, as used throughout this instrument, shall mean this
instrument as originally executed, or if later amended or
supplemented, then as so amended or supplemented.

     (p)  Enforcement Costs.  If: (i) this Agreement is placed by the
Buyer in the hands of an attorney for enforcement or is enforced by
the Buyer through any legal proceeding; or (ii) an attorney is
retained to represent the Buyer in any bankruptcy, reorganization,
receivership or other proceedings affecting creditors' rights and
involving a claim under this Agreement; or (iii) an attorney is
retained to represent the Buyer in any other proceedings whatsoever in
connection with this Agreement, then the Company shall pay to the
Buyer, as incurred by the Buyer, all reasonable costs and expenses
including attorneys' fees incurred in connection therewith, in
addition to all other amounts due hereunder.

     (q)  Failure or Indulgence Not Waiver.  No failure or delay in
the exercise of any power, right or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any
such power, right or privilege preclude other or further exercise
thereof or of any other right, power or privilege.

     IN WITNESS WHEREOF, the Buyer and the Company have caused this
Common Stock Purchase Agreement to be duly executed as of the date
first written above.



THE COMPANY:

MAJESTIC COMPANIES, LTD.

By:_/S/ J. David Gowdy
Name: J. David Gowdy
Title: President and CEO


BUYER:

FUSION CAPITAL FUND II, LLC
BY: FUSION CAPITAL PARTNERS, LLC
BY: ROCKLEDGE CAPITAL CORPORATION

By:/S/ Josh Sheinfeld
Name: Joshua Scheinfeld
Title: President