Exhibit  10.10

                              INVESTMENT AGREEMENT

     INVESTMENT  AGREEMENT  (this "AGREEMENT"), dated as of February 25, 2004 by
and  between  FoneFriend,  Inc.,  a  Delaware  corporation  (the "Company"), and
                                                                  -------
Dutchess  Private  Equities  Fund,  L.P.,  a  Delaware  limited partnership (the
"Investor").
 --------

     Whereas,  the  parties  desire  that,  upon  the  terms  and subject to the
conditions  contained  herein,  the  Investor  shall  invest up to Three Million
Dollars  ($3,000,000) to purchase the Company's Common Stock, .001 par value per
share  (the  "Common  Stock");
              -------------

     Whereas,  such  investments will be made in reliance upon the provisions of
Section 4(2) under the Securities Act of 1933, as amended (the "1933 Act"), Rule
                                                                --------
506  of  Regulation  D,  and  the  rules and regulations promulgated thereunder,
and/or  upon such other exemption from the registration requirements of the 1933
Act  as may be available with respect to any or all of the investments in Common
Stock  to  be  made  hereunder;  and

     Whereas,  contemporaneously  with  the  execution  and  delivery  of  this
Agreement, the parties hereto are executing and delivering a Registration Rights
Agreement  substantially  in  the  form attached hereto as Exhibit A (as amended
from  time  to  time, the "Registration Rights Agreement") pursuant to which the
                           -----------------------------
Company  has  agreed  to provide certain registration rights under the 1933 Act,
and  the  rules  and  regulations  promulgated  thereunder, and applicable state
securities  laws.

     NOW  THEREFORE,  in consideration of the foregoing recitals, which shall be
considered  an integral part of this Agreement, the covenants and agreements set
forth  hereafter,  and  other  good  and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and the Investor hereby
agree  as  follows:

SECTION  1.  DEFINITIONS.
             -----------

     As  used  in  this  Agreement, the following terms shall have the following
meanings  specified  or  indicated  below,  and  such  meanings shall be equally
applicable  to  the  singular  and  plural  forms  of  such  defined  terms.

     "1933  Act"  shall  have  the  meaning  set  forth  in the preamble, above.
      ---------

     "1934  Act"  shall  mean  the Securities Exchange Act of 1934, as it may be
      ---------
      amended.

     "Affiliate"  shall  have  the  meaning  specified  in  Section 5(h), below.
      ---------

     "Agreement"  shall  mean  this  Investment  Agreement.
      ---------

     "Best  Bid"  shall  mean  the highest posted bid price of the Common Stock.
      ---------

     "Buy  In"  shall  have  the  meaning  specified  in  Section  6,  below.
      -------

     "Buy  In  Adjustment Amount" shall have the meaning specified in Section 6.
      --------------------------

     "Closing"  shall  have  the  meaning  specified  in  Section  2(h).
      -------

     "Closing  Date"  shall mean seven (7) Trading Days following the Put Notice
      -------------
      Date.

     "Common  Stock"  shall  have  the meaning set forth in the preamble to this
      -------------
      Agreement.

     "Control"  or  "Controls" shall have the meaning specified in Section 5(h).
      -------        --------

     "Covering  Shares"  shall  have  the  meaning  specified  in  Section  6.
      ----------------

     "Effective  Date"  shall mean the date the SEC declares effective under the
      ---------------
      1933 Act the Registration Statement covering the Securities.

     "Environmental  Laws"  shall  have  the  meaning specified in Section 4(m),
      -------------------
      below.

     "Execution  Date"  shall  mean  the  date indicated in the preamble to this
      ---------------
      Agreement.

     "Indemnitiees"  shall  have  the  meaning  specified  in Section 11, below.
      ------------

     "Indemnified  Liabilities"  shall have the meaning specified in Section 11,
      ------------------------
      below.

     "Ineffective  Period"  shall  mean any period of time that the Registration
      -------------------
      Statement  or  any Supplemental  Registration Statement (as defined in the
      Registration Rights  Agreement) becomes ineffective or unavailable for use
      for  the sale  or  resale, as applicable, of any or all of the Registrable
      Securities  (as  defined  in  the  Registration Rights  Agreement) for any
      reason (or  in  the  event the prospectus under either of the above is not
      current and  deliverable)  during  any  time  period  required  under  the
      Registration  Rights  Agreement.

     "Investor"  shall  have  the  meaning  indicated  in  the  preamble of this
      --------
      Agreement.

     "Major  Transaction"  shall  have  the  meaning  specified in Section 2(g),
      ------------------
      above.

     "Material Adverse Effect" shall have the meaning specified in Section 4(a).
      -----------------------

     "Maximum Common Stock Issuance" shall have the meaning specified in Section
      -----------------------------
      2(i).

     "Minimum  Acceptable  Price" with respect to any Put Notice Date shall mean
      --------------------------
      75%  of  the lowest  closing  bid  prices  for  the ten Trading Day period
      immediately  preceding  such  Put  Notice  Date.

     "Open  Period" shall mean the period beginning on and including the Trading
      ------------
      Day immediately  following the Effective Date and ending on the earlier to
      occur of  (I)  the date which is thirty six (36) months from the Effective
      Date; and  (II) termination of the Agreement in accordance with Section 9,
      below.

     "Payment  Amount"  shall have the meaning specified in Section 2(m), below.
      ---------------

     "Pricing Period" shall mean the period beginning on the Put Notice Date and
      --------------
      ending  on and including the date that is five (5) Trading Days after such
      Put Notice  Date.

     "Principal  Market"  shall  mean  the  American  Stock  Exchange, Inc., the
      -----------------
      National Association of Securities Dealers, Inc. Over-the-Counter Bulletin
      Board,  the Nasdaq  National  Market System or the Nasdaq SmallCap Market,
      whichever is  the  principal  market  on which the Common Stock is listed.

     "Prospectus"  shall  mean  the  prospectus,  preliminary  prospectus  and
      ----------
      supplemental  prospectus  used  in  connection  with  the  Registration
      Statement.

     "Purchase Amount" shall mean the total amount being paid by the Investor on
      ---------------
      a  particular  Closing  Date  to  purchase  the  Securities.

     "Purchase  Price"  shall  mean ninety-four percent (94%) of the lowest Best
      ---------------
      Bid  price  of  the  Common  Stock  during  the  Pricing  Period.

     "Put  Amount"  shall  have  the  meaning  set forth in Section 2(b) hereof.
      -----------

     "Put  Notice"  shall  mean  a  written  notice  sent to the Investor by the
      -----------
      Company stating  the  Put  Amount of Shares the Company intends to sell to
      the  Investor  pursuant  to the  terms  of  the  Agreement and stating the
      current  number  of  Shares  issued  and  outstanding  on  such  date.

     "Put  Notice Date" shall mean the Trading Day immediately following the day
      ----------------
      on which the Investor receives a Put Notice, however a Put Notice shall be
      deemed delivered  on  (X)  the  Trading Day it is received by facsimile or
      otherwise  by the  Investor  if  such  notice is received prior to 9:00 am
      Eastern  Time, or  (Y)  the  immediately  succeeding  Trading Day if it is
      received by facsimile or otherwise after 9:00 am Eastern Time on a Trading
      Day.  No Put Notice may be deemed delivered on a day that is not a Trading
      Day.

     "Put Restriction" shall mean the days between the end of the Pricing Period
      ---------------
      and the  date  on  which  the Put is closed. During this time, the Company
      shall not  be  entitled  to  deliver  another  Put  Notice.

     "Registration  Period"  shall  have  the meaning specified in Section 5(c),
      --------------------
      below.

     "Registration  Rights  Agreement"  shall  have the meaning set forth in the
      -------------------------------
      recitals,  above.

     "Registration  Statement"  means  the registration statement of the Company
      -----------------------
      filed under  the  1933  Act  covering the Common Stock issuable hereunder.

     "Related  Party"  shall  have  the  meaning  specified  in  Section  5(h).
      --------------

     "Repurchase  Event"  shall  have  the  meaning  specified  in Section 2(m).
      -----------------

     "Resolution"  shall  have  the  meaning  specified  in  Section  8(e).
      ----------

     "SEC"  shall  mean  the  U.S.  Securities  &  Exchange  Commission.
      ---

     "SEC  Documents"  shall  have  the  meaning  specified  in  Section  4(f).
      --------------

     "Securities"  shall  mean the shares of Common Stock issued pursuant to the
      ----------
      terms  of  the  Agreement.

     "Shares"  shall  mean  the  shares  of  the  Company's  Common  Stock.
      ------

     "Sold  Shares"  shall  have  the  meaning  specified  in  Section  6.
      ------------

     "Subsidiaries"  shall  have  the  meaning  specified  in  Section  4(a).
      ------------

     "Trading  Day"  shall  mean  any  day on which the Principal Market for the
      ------------
      Common Stock is open for trading, from the hours of 9:30 am until 4:00 pm.

     "Transaction  Documents" shall mean this Agreement, the Registration Rights
      ----------------------
      Agreement, and  each  of  the other agreements entered into by the parties
      hereto  in connection  with  this  Agreement.

     "Valuation  Event"  shall  have  the  meaning  specified  in  Section 2(j).
      ----------------

SECTION  2.  PURCHASE  AND  SALE  OF  COMMON  STOCK.
             ---------------------------------------

     (A)  PURCHASE AND SALE OF COMMON STOCK. Subject to the terms and conditions
set  forth  herein,  the  Company  shall issue and sell to the Investor, and the
Investor  shall purchase from the Company, up to that number of Shares having an
aggregate  Purchase  Price  of  Three  Million  Dollars  ($3,000,000).

     (B)  DELIVERY  OF  PUT  NOTICES.

          (I)  Subject to the terms and conditions of the Transaction Documents,
     and  from time to time during the Open Period, the Company may, in its sole
     discretion,  deliver  a  Put  Notice  to  the Investor which states the Put
     Amount which the Company intends to sell to the Investor on a Closing Date.
     The  Put  Notice  shall  be  in  the  form attached hereto as Exhibit B and
     incorporated  herein  by  reference.  The  amount that the Company shall be
     entitled to Put to the Investor in any single Put Notice (the "Put Amount")
                                                                    ----------
     shall  be  equal  to,  at  the  Company's election, either: (A) two hundred
     percent (200%) of the average daily volume (U.S. market only) of the Common
     Stock  for  the twenty (20) Trading Days prior to the applicable Put Notice
     Date,  multiplied  by  the  average of the three (3) daily closing Best Bid
     prices  immediately  preceding  the  Put  Date, or (B) twenty five thousand
     ($25,000);  provided  that in no event will the Put Amount be more than One
     Million  Dollars  ($1,000,000)  with  respect to any single Put. During the
     Open Period, the Company shall not be entitled to submit a Put Notice until
     after  the  previous Closing has been completed. The Purchase Price for the
     Common  Stock  identified  in  the  Put  Notice  shall  be  equal  to  94%
     (ninety-four  percent)  of  the  lowest  Best Bid price of the Common Stock
     during  the  Pricing  Period.

          (II)  If  any  closing  bid price during the applicable Pricing Period
     with respect to that Put Notice is less than 75% of the lowest closing Best
     Bid  prices  of  the Common Stock for the fifteen Trading Days prior to the
     Put  Notice  Date  (the  "Minimum  Acceptable  Price"), the Put Notice will
                               --------------------------
     terminate  at  the  Company's  request sent in accordance with Section 9 of
     this  Agreement. In the event that the closing bid price for the applicable
     Pricing  Period  is less than the Minimum Acceptable Price, the Company may
     elect,  by sending written notice to the Investor to cancel the Put Notice.

          (III)  Within  seven  calendar  days  prior  the  commencement of each
     calendar  quarter  occurring  subsequent  to  the  commencement of the Open
     Period, the Company shall undertake to notify Investor as to its reasonable
     expectations  as to the Put Amount it intends to raise during such calendar
     quarter,  if  any,  through  the issuance of Put Notices. Such notification
     shall  constitute  only  the  Company's good faith estimate with respect to
     such  calendar  quarter  and  shall in no way obligate the Company to raise
     such  amount during such calendar quarter or otherwise limit its ability to
     deliver  Put  Notices  during  such  calendar  quarter.  The failure by the
     Company  to  comply  with  this  provision  may  be  cured by notifying the
     Investor  at  any  time  as  to  the Company's reasonable expectations with
     respect  to  the  current  calendar  quarter.

     (C) INTEREST. It is the intention of the parties that any interest that may
be deemed to be payable under this Agreement shall not exceed the maximum amount
permitted  under applicable law. If any applicable law sets the maximum interest
amount,  and any payment required under this Agreement exceeds such limit, then:
(I)  any  such  interest  shall be reduced by the amount necessary to reduce the
interest to the legally permitted limit; and (II) any sums already collected (if
any)  from a party which exceed the legally permitted limits will be refunded to
such  party.

     (D) INVESTOR'S OBLIGATION TO PURCHASE SHARES. Subject to the conditions set
forth in this Agreement, following the Investor's receipt of a validly delivered
Put  Notice,  the Investor shall be required to purchase from the Company during
the  related  Pricing  Period that number of Shares having an aggregate Purchase
Price equal to the lesser of (i) the Put Amount set forth in the Put Notice, and
(ii)  20%  of  the  aggregate  trading  volume  of  the  Common Stock during the
applicable  Pricing  Period  times  (x)  94%  of  the  lowest  bid prices of the
Company's  Common  Stock  during  the specified Pricing Period, but only if said
Shares  bear  no  restrictive  legend,  are  not  subject  to  stop  transfer
instructions,  pursuant  to  Section 2(h), prior to the applicable Closing Date.

     (E)  LIMITATION  ON  INVESTOR'S  OBLIGATION TO PURCHASE SHARES. In no event
shall  the  Investor  purchase  Shares (whether from the Company or in public or
private secondary transactions) other than pursuant to this Agreement until such
date  as  this  Agreement  is  terminated.

     (F) CONDITIONS TO INVESTOR'S OBLIGATION TO PURCHASE SHARES. Notwithstanding
anything to the contrary in this Agreement, the Company shall not be entitled to
deliver  a  Put  Notice  and the Investor shall not be obligated to purchase any
Shares  at  a  Closing (as defined in Section 2(h)) unless each of the following
conditions  are  satisfied:

          (I)  a  Registration  Statement shall have been declared effective and
     shall  remain effective and available for the resale of all the Registrable
     Securities  (as  defined in the Registration Rights Agreement) at all times
     until  the  Closing  with  respect  to  the  subject  Put  Notice;

          (II)  at  all  times  during  the  period beginning on the related Put
     Notice  Date  and  ending  on  and  including the related Closing Date, the
     Common  Stock  shall have been listed on the Principal Market and shall not
     have  been  suspended from trading thereon for a period of five consecutive
     Trading Days during the Open Period or one day during a Pricing Period, and
     the  Company  shall  not  have  been  notified of any pending or threatened
     proceeding  or  other  action  to  de-list  or  suspend  the  Common Stock;

          (III)  the  Company has complied with its obligations and is otherwise
     not  in  breach  of  a  material  provision  of,  or in default under, this
     Agreement,  the  Registration  Rights  Agreement  or  any  other  agreement
     executed  in  connection  herewith  which  has  not been corrected prior to
     delivery  of  the  Put  Notice  Date;

          (IV)  no  injunction  shall  have  been issued and remain in force, or
     action  commenced  by a governmental authority which has not been stayed or
     abandoned,  prohibiting the purchase or the issuance of the Securities; and

          (V)  the  issuance  of the Securities will not violate any shareholder
     approval  requirements  of  the  Principal  Market.

     If  any  of  the  events  described in clauses (i) through (v) above occurs
during  a Pricing Period, then the Investor shall have no obligation to purchase
the  Put  Amount  of  Common  Stock  set  forth  in  the  applicable Put Notice.

     (G)  MAJOR  TRANSACTION.  For  purposes  of  this  Agreement,  a  "Major
                                                                        -----
Transaction"  shall  be  deemed  to have occurred upon the closing of any of the
-----------
following events: (I) the consolidation, merger or other business combination of
the  Company  with  or  into  another person (other than pursuant to a migratory
merger  effected  solely  for  the  purposes  of  changing  the  jurisdiction of
incorporation of the Company or other than a transaction in which the Company is
the  surviving  corporation);  (II) the sale or transfer of all or substantially
all  of the Company's assets; or (III) the consummation of a purchase, tender or
exchange  offer  made  to,  and accepted by, the holders of more than 50% of the
economic  interest  in,  or  the  combined voting power of all classes of voting
stock  of,  the  Company.

     (H)  MECHANICS  OF  PURCHASE  OF  SHARES  BY  INVESTOR.  Subject  to  the
satisfaction  of the conditions set forth in Sections 2(f), 7 and 8, the closing
of  the purchase by the Investor of Shares (a "Closing") shall occur on the date
                                               -------
which  is  no  later than seven Trading Days following the applicable Put Notice
Date  (each  a  "Closing  Date").  Prior  to  each Closing Date, (I) the Company
                 -------------
shall  deliver  to  the  Investor  pursuant  to the this Agreement, certificates
representing the Shares to be issued to the Investor on such date and registered
in  the name of the Investor; and (II) the Investor shall deliver to the Company
the  Purchase  Price  to  be  paid  for  such Shares, determined as set forth in
accordance  with  the  terms  of  this Agreement. In lieu of delivering physical
certificates  representing  the  Securities  and  provided  that  the  Company's
transfer  agent  then  is  participating in The Depository Trust Company ("DTC")
                                                                           ---
Fast  Automated  Securities  Transfer  ("FAST")  program,  upon  request  of the
                                         ----
Investor, the Company shall use its commercially reasonable efforts to cause its
transfer  agent  to  electronically  transmit  the  Securities  by crediting the
account of the Investor's prime broker (which shall be specified by the Investor
a reasonably sufficient time in advance) with DTC through its Deposit Withdrawal
Agent  Commission  ("DWAC")  system.
                     ----

     The  Company  understands that a delay in the issuance of Securities beyond
the  Closing  Date  could  result  in  economic  loss to the Investor. After the
Effective  Date,  as  compensation  to  the  Investor for such loss, the Company
agrees  to  pay  late  payments  to the Investor for late issuance of Securities
(delivery  of  Securities  after the applicable Closing Date) in accordance with
the  following  schedule  (where  "No. of Days Late" is defined as the number of
                                   ----------------
days beyond the Closing Date):

LATE  PAYMENT  FOR  EACH
NO.  OF  DAYS  LATE            $10,000  OF  COMMON  STOCK
------------------------       --------------------------

          1                         $  100
          2                         $  200
          3                         $  300
          4                         $  400
          5                         $  500
          6                         $  600
          7                         $  700
          8                         $  800
          9                         $  900
          10                        $1,000
          Over  10                  $1,000  +  $200  for  each
                               Business  Day  late  beyond  10  days

     The  Company  shall  pay  any  payments  incurred  under  this  Section  in
immediately  available  funds  upon  demand.  Nothing  herein  shall  limit  the
Investor's right to pursue actual damages for the Company's failure to issue and
deliver  the  Securities  to  the  Investor, except to the extent that such late
payments shall constitute payment for and offset any such actual damages alleged
by  the  Investor,  and  any  Buy  In  Adjustment  Amount.

     (I)  OVERALL  LIMIT  ON  COMMON  STOCK  ISSUABLE.  Notwithstanding anything
contained  herein to the contrary, if during the Open Period the Company becomes
listed  on an exchange that limits the number of shares of Common Stock that may
be  issued  without  shareholder approval, then the number of Shares issuable by
the Company and purchasable by the Investor, shall not exceed that number of the
shares  of  Common  Stock  that  may  be  issuable without shareholder approval,
subject  to  appropriate  adjustment  for  stock  splits,  stock  dividends,
combinations  or  other similar recapitalization affecting the Common Stock (the
"Maximum  Common  Stock  Issuance"), unless the issuance of Shares, in excess of
 --------------------------------
the  Maximum  Common  Stock  Issuance  shall  first be approved by the Company's
shareholders  in  accordance with applicable law and the By-laws and Amended and
Restated Certificate of Incorporation of the Company, if such issuance of shares
of  Common  Stock  could  cause a delisting on the Principal Market. The parties
understand  and  agree  that  the  Company's  failure  to  seek  or  obtain such
shareholder  approval  shall  in  no  way  adversely affect the validity and due
authorization  of  the  issuance  and  sale  of  Securities  or  the  Investor's
obligation  in  accordance  with  the  terms and conditions hereof to purchase a
number  of  Shares  in  the  aggregate  up  to the Maximum Common Stock Issuance
limitation,  and  that  such  approval pertains only to the applicability of the
Maximum  Common  Stock  Issuance  limitation  provided  in  this  Section  2(i).

     (J)  For  the  purpose  of this Agreement, the term "Valuation Event" means
                                                          ---------------
the  Company  taking  any  of the following actions at any time during a Pricing
Period:

          (I)  the  subdivision  or  combinations of the Company's Common Stock;

          (II)  the payment of a dividend or any other distribution with respect
     to  shares  of  the  Company's  Common  Stock;

          (III)  the issuance of any options or other rights to subscribe for or
     purchase  Common  Stock  ("Options")  or any securities convertible into or
                                -------
     exchangeable  for  Common  Stock  ("Convertible Securities"), the price per
                                         ----------------------
     share  for which Common Stock is shall be less than the bid price in effect
     immediately  prior  to  such  issuance  of  such  Options  or  Convertible
     Securities;

          (IV)  the issuance of shares of Common Stock other than as provided in
     the  foregoing subsections (i) through (iii), at a price per share less, or
     for  other  consideration  lower,  than the bid price in effect immediately
     prior  to  such  issuance,  or  without  consideration;  or

          (V) the distribution of its assets or evidences of indebtedness to the
     holders of Common Stock as a dividend in liquidation or by way of return of
     capital  or  other  than  as  a dividend payable out of earnings or surplus
     legally available for dividends under applicable law or any distribution to
     such holders made in respect of the sale of all or substantially all of the
     Company's  assets  (other  than under the circumstances provided for in the
     foregoing  subsections  (i)  through  (iv)).

     (K)  The Company agrees that it shall not take any action that would result
in  a  Valuation  Event  occurring  during  a  Pricing  Period.

SECTION  3.  INVESTOR'S  REPRESENTATIONS,  WARRANTIES  AND  COVENANTS.
             --------------------------------------------------------

     The  Investor  represents and warrants to the Company, and covenants, that:

     (A) SOPHISTICATED INVESTOR. The Investor has, by reason of its business and
financial experience, such knowledge, sophistication and experience in financial
and  business matters and in making investment decisions of this type that it is
capable  of  (I)  evaluating  the  merits  and  risks  of  an  investment in the
Securities  and  making an informed investment decision; (II) protecting its own
interest;  and  (III)  bearing  the  economic  risk  of  such  investment for an
indefinite  period  of  time.

     (B)  AUTHORIZATION;  ENFORCEMENT.  This Agreement has been duly and validly
authorized,  executed and delivered on behalf of the Investor and is a valid and
binding agreement of the Investor enforceable against the Investor 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.

     (C)  SECTION  9  OF  THE  1934  ACT. During the term of this Agreement, the
Investor  will  comply with the provisions of Section 9 of the 1934 Act, and the
rules  promulgated thereunder, with respect to transactions involving the Common
Stock.  The  Investor agrees not to short, either directly or indirectly through
its  affiliates,  principals  or advisors, the Company's common stock during the
term  of  this  Agreement.

     (D)  ACCREDITED INVESTOR. Investor is an "Accredited Investor" as that term
is  defined  in  Rule  501(a)(3)  of  Regulation  D  of  the  1933  Act.

     (E)  NO  CONFLICTS.  The  execution,  delivery  and  performance  of  the
Transaction  Documents  by  the Investor and the consummation by the Investor of
the  transactions contemplated hereby and thereby will not result in a violation
of  Partnership  Agreement  or  other  organizational documents of the Investor.

     (F)  OPPORTUNITY TO DISCUSS. The Investor has had an opportunity to discuss
the business, management and financial affairs of the Company with the Company's
management  to  a  level of satisfactory conditions for this type of investment.

     (G)  INVESTMENT PURPOSES. The Investor is purchasing the Securities for its
own account for investment purposes and not with a view towards distribution and
agrees  to  resell  or  otherwise dispose of the Securities solely in accordance
with  the  registration  provisions of the 1933 Act (or pursuant to an exemption
from  such  registration  provisions).

     (H) NO REGISTRATION AS A BROKER OR DEALER. The Investor is not and will not
be required to be registered as a "broker or "dealer" under the 1934 Act, either
as  a  result  of  its  execution  and performance of its obligations under this
Agreement  or  otherwise.

     (I)  GOOD  STANDING. The Investor is a Limited Partnership, duly organized,
validly  existing  and  in  good  standing  in  the  State  of  Delaware.

     (J) TAX LIABILITIES. The Investor understands that it is liable for its own
tax  liabilities.

     (K) REGULATION M. The Investor will comply with Regulation M under the 1934
Act,  if  applicable.

SECTION  4.  REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY.
             --------------------------------------------------

     Except  as  set  forth in the Schedules attached hereto, or as disclosed on
the Company's SEC Documents, the Company represents and warrants to the Investor
that:

     (A)  ORGANIZATION  AND  QUALIFICATION.  The  Company  is a corporation duly
organized  and  validly existing in good standing under the laws of the State of
Delaware,  and  has  the  requisite corporate power and authorization to own its
properties  and  to  carry  on  its business as now being conducted. Each of the
Company  and  its  Subsidiaries is duly qualified as a foreign corporation to do
business and 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  would  not  have  a  Material  Adverse  Effect.  As used in this
Agreement,  "Material  Adverse  Effect" means any material adverse effect on the
             -------------------------
business,  properties,  assets,  operations,  results  of  operations, financial
condition  or  prospects of the Company and its Subsidiaries, if any, taken as a
whole,  or  on  the  transactions  contemplated  hereby or by the agreements and
instruments  to  be  entered into in connection herewith, or on the authority or
ability  of  the  Company  to  perform  its  obligations  under  the Transaction
Documents  (as  defined  in  Section  1  and  4(b),  below).

     (B)  AUTHORIZATION;  ENFORCEMENT;  COMPLIANCE  WITH  OTHER  INSTRUMENTS.
          (I)  The  Company  has  the requisite corporate power and authority to
     enter  into  and perform this Agreement, the Registration Rights Agreement,
     and  each  of  the  other  agreements entered into by the parties hereto in
     connection  with  the  transactions  contemplated  by  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 reservation for issuance and
     the  issuance  of the Securities pursuant to this Agreement, have been duly
     and  validly  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)  The  Transaction  Documents have been duly and validly executed
     and  delivered  by  the  Company.

          (IV)  The  Transaction  Documents  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.

     (C)  CAPITALIZATION. As of the date hereof, the authorized capital stock of
the  Company consists of (i) 200,000,000 shares of Common Stock, $.001 par value
per  share,  of  which  as  of the date hereof, 19,184,444 shares are issued and
outstanding;  50,000,000  shares  of  Preferred Stock, .001 par value per share;
none  outstanding;  as  of  January  12,  2004, 1,200,000 shares of common stock
reserved  for  issuance  pursuant to options and warrants; and 500,000 shares of
common  stock  reserved for issuance pursuant to a convertible note. All of such
outstanding  shares  have been, or upon issuance will be, validly issued and are
fully  paid  and  nonassessable.  Except  as disclosed in the Company's publicly
available  filings with Periodic Filings, (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 shares of capital
stock, 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 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;  (VII)  the  Company  does  not have any stock appreciation rights or
"phantom stock" plans or agreements or any similar plan or agreement; and (VIII)
there  is  no  dispute  as  to the classification of any shares of the Company's
capital  stock.  The  Company has furnished to the Investor, or the Investor has
had  access  through  EDGAR to, true and correct copies of the Company's Amended
and  Restated Certificate of Incorporation, as in effect on the date hereof (the
"Certificate  of Incorporation"), and the Company's By-laws, as in effect on the
 -----------------------------
date hereof (the "By-laws"), and the terms of all securities convertible into or
                  -------
exercisable  for  Common Stock and the material rights of the holders thereof in
respect  thereto.

     (D)  ISSUANCE  OF  SHARES.  The  Company has reserved 15,000,000 Shares for
issuance  pursuant  to  this Agreement has been duly authorized and reserved for
issuance  (subject to adjustment pursuant to the Company's covenant set forth in
Section 5(f) below) pursuant to this Agreement. Upon issuance in accordance with
this  Agreement,  the  Securities  will  be  validly  issued,  fully  paid  and
non-assessable  and  free  from all taxes, liens and charges with respect to the
issue  thereof.  In the event the Company cannot register a sufficient number of
Shares  for  issuance  pursuant to this Agreement, the Company will use its best
efforts  to authorize and reserve for issuance the number of Shares required for
the  Company  to  perform  its  obligations  hereunder  as  soon  as  reasonably
practicable.

     (E)  NO  CONFLICTS.  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 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 material default
(or  an event which with notice or lapse of time or both would become a material
default)  under,  or  give  to  others  any  rights  of  termination, amendment,
acceleration  or  cancellation  of,  any material agreement, contract, indenture
mortgage,  indebtedness  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 United States federal and state securities
laws  and  regulations  and the rules and regulations of the Principal Market or
principal  securities  exchange  or  trading market on which the Common Stock is
traded  or  listed)  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 as disclosed in Schedule 4(e), neither the Company nor its
Subsidiaries  is  in  violation  of  any  term  of,  or  in  default  under, 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  their  organizational  charter  or  by-laws,  respectively,  or any
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,
amendments,  accelerations,  cancellations  and  violations  that  would  not
individually or in the aggregate 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,  statute,  ordinance,  rule,  order  or
regulation  of  any  governmental  authority  or  agency,  regulatory  or
self-regulatory  agency,  or court, except for possible violations the sanctions
for  which  either  individually  or  in the aggregate would not have a Material
Adverse  Effect.  Except  as  specifically contemplated by this Agreement and as
required  under the 1933 Act, the Company is not required to obtain any consent,
authorization,  permit  or  order of, or make any filing or registration (except
the  filing of a registration statement) with, any court, governmental authority
or  agency,  regulatory  or self-regulatory agency or other third party 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.  All  consents,  authorizations,  permits,  orders,  filings  and
registrations  which the Company is required to obtain pursuant to the preceding
sentence  have  been obtained or effected on or prior to the date hereof and are
in  full force and effect as of the date hereof. Except as disclosed in Schedule
4(e), the Company and its Subsidiaries are unaware of any facts or circumstances
which  might give rise to any of the foregoing. The Company is not, and will not
be,  in  violation  of  the  listing  requirements of the Principal Market as in
effect  on  the date hereof and on each of the Closing Dates and is not aware of
any  facts  which  would reasonably lead to delisting of the Common Stock by the
Principal  Market  in  the  foreseeable  future.

     (F)  SEC DOCUMENTS; FINANCIAL STATEMENTS. Since at least February 13, 2004,
the  Company  has  filed  all  reports,  schedules,  forms, statements and other
documents  required  to  be  filed  by it with the SEC pursuant to the reporting
requirements  of  the  1934  Act  (all  of the foregoing filed prior to the date
hereof  and all exhibits included therein and financial statements and schedules
thereto  and  documents  incorporated  by  reference  therein  being hereinafter
referred  to  as the "SEC Documents"). The Company has delivered to the Investor
                      -------------
or  its  representatives,  or  they  have  had access through EDGAR to, true and
complete  copies  of  the  SEC  Documents. As of their respective dates, 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,  contained any untrue statement of a material fact or omitted to
state  a  material  fact  required to be stated therein or necessary to make the
statements  therein,  in  light of the circumstances under which they were made,
not misleading. As of their respective filing dates, 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).  No  other  written  information  provided  by or on behalf of the
Company  to  the Investor which is not included in the SEC Documents, including,
without  limitation,  information referred to in Section 4(d) of this Agreement,
contains  any untrue statement of a material fact or omits to state any material
fact  necessary to make the statements therein, in the light of the circumstance
under  which  they are or were made, not misleading. Neither the Company nor any
of  its  Subsidiaries  or  any of their officers, directors, employees or agents
have  provided  the  Investor with any material, nonpublic information which was
not  publicly  disclosed  prior  to  the date hereof and any material, nonpublic
information  provided  to the Investor by the Company or its Subsidiaries or any
of  their  officers,  directors,  employees  or agents prior to any Closing Date
shall  be  publicly  disclosed  by  the  Company  prior  to  such  Closing Date.

     (G)  ABSENCE  OF CERTAIN CHANGES. Except as set forth in the SEC Documents,
the  Company  does  not intend to change the business operations of the Company.
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
its  Subsidiaries  have  any  knowledge  or reason to believe that its creditors
intend  to  initiate  involuntary  bankruptcy  proceedings.

     (H)  ABSENCE OF LITIGATION. Except as set forth in the SEC Documents, there
is no action, suit, proceeding, inquiry or investigation before or by any court,
public  board,  government  agency, self-regulatory organization or body pending
or,  to  the  knowledge  of  the  executive  officers  of  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, in which an
adverse  decision  could  have  a  Material  Adverse  Effect.

     (I)  ACKNOWLEDGMENT  REGARDING  INVESTOR'S  PURCHASE OF SHARES. The Company
acknowledges  and  agrees  that the Investor 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  Investor  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
Investor  or  any of its respective representatives or agents in connection with
the  Transaction  Documents and the transactions contemplated hereby and thereby
is  merely  incidental to the Investor's purchase of the Securities. The Company
further represents to the Investor 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.

     (J)  NO  UNDISCLOSED  EVENTS,  LIABILITIES,  DEVELOPMENTS OR CIRCUMSTANCES.
Except  as  set  forth  in the SEC Documents, since February 13, 2004, no event,
liability,  development  or  circumstance  has  occurred  or  exists,  or to the
Company's knowledge is contemplated to occur, with respect to the Company or its
Subsidiaries  or  their  respective  business,  properties,  assets,  prospects,
operations or financial condition, that would be required to be disclosed by the
Company  under applicable securities laws on a registration statement filed with
the  SEC relating to an issuance and sale by the Company of its Common Stock and
which  has  not  been  publicly  announced.

     (K)  EMPLOYEE RELATIONS. Neither the Company nor any of its Subsidiaries is
involved  in any union labor dispute nor, to the knowledge of the Company or any
of its Subsidiaries, is any such dispute threatened. Neither the Company nor any
of  its  Subsidiaries  is  a party to a collective bargaining agreement, and the
Company  and  its  Subsidiaries  believe that relations with their employees are
good.  No  executive  officer  (as  defined  in Rule 501(f) of the 1933 Act) has
notified  the Company that such officer intends to leave the Company's employ or
otherwise  terminate  such  officer's  employment  with  the  Company.

     (L)  INTELLECTUAL  PROPERTY RIGHTS. The Company and its Subsidiaries own or
possess  adequate rights or licenses to use all 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  the  SEC  Documents,  none  of the Company's
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
necessary  to  conduct  its  business as now or as proposed to be conducted have
expired  or  terminated, or are expected to 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
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  the SEC Documents, there is no claim, action or proceeding being made
or brought against, or to the Company's knowledge, being threatened against, the
Company  or  its  Subsidiaries  regarding trademark, trade name, patents, patent
rights,  invention,  copyright,  license,  service names, service marks, service
mark  registrations, trade secret or other infringement; and the Company and its
Subsidiaries  are unaware of any facts or circumstances which might give rise to
any  of  the foregoing. The Company and its Subsidiaries have taken commercially
reasonable  security  measures to protect the secrecy, confidentiality and value
of  all  of  their  intellectual  properties.

     (M)  ENVIRONMENTAL  LAWS.  The Company and its Subsidiaries (I) are, to the
knowledge  of  management  of  the  Company,  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,  to  the  knowledge  of  management  of the Company, received all permits,
licenses or other approvals required of them under applicable Environmental Laws
to  conduct  their  respective  businesses;  and (III) are in compliance, to the
knowledge  of  the  Company,  with  all terms and conditions of any such permit,
license  or approval where, in each of the three foregoing cases, the failure to
so  comply  would  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 the SEC Documents 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 or any of its Subsidiaries.
Any  real  property and facilities held under lease by the Company or 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 buildings 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 reasonably 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  have  a  Material  Adverse  Effect.

     (P) REGULATORY PERMITS. The Company and its Subsidiaries have in full force
and  effect  all  certificates,  approvals,  authorizations and permits from the
appropriate  federal,  state,  local  or  foreign  regulatory  authorities  and
comparable foreign regulatory agencies, necessary to own, lease or operate their
respective  properties  and  assets and 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,
approval,  authorization  or  permit,  except  for such certificates, approvals,
authorizations  or  permits  which  if  not  obtained,  or  such  revocations or
modifications  which,  would  not  have  a  Material  Adverse  Effect.

     (Q)  INTERNAL ACCOUNTING CONTROLS. The Company and each of its Subsidiaries
maintain  a  system  of  internal  accounting  controls  sufficient  to  provide
reasonable  assurance  that  (I)  transactions  are  executed in accordance with
management's  general or specific authorizations; (II) transactions are recorded
as  necessary  to  permit preparation of financial statements in conformity with
generally  accepted  accounting principles and to maintain asset accountability;
(III) access to assets is permitted only in accordance with management's general
or  specific  authorization;  and (IV) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action
is  taken  with  respect  to  any  differences.

     (R)  NO  MATERIALLY  ADVERSE CONTRACTS, ETC. Neither the Company nor any of
its  Subsidiaries  is  subject  to  any  charter,  corporate  or  other  legal
restriction,  or  any  judgment,  decree, order, rule or regulation which in the
judgment  of  the  Company's officers has or is expected in the future to have a
Material  Adverse  Effect.  Neither the Company nor any of its Subsidiaries is a
party  to  any  contract  or  agreement  which  in the judgment of the Company's
officers  has  or  is  expected  to  have  a  Material  Adverse  Effect.

     (S)  TAX STATUS. The Company and each of its Subsidiaries has made or filed
all  United  States  federal and state income and all other tax returns, reports
and declarations required by any jurisdiction to which it is subject (unless and
only  to  the extent that the Company and 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.

     (T) CERTAIN TRANSACTIONS. Except as set forth in the SEC Documents filed at
least ten days prior to the date hereof and except for arm's length transactions
pursuant  to which the Company makes payments in the ordinary course of business
upon  terms  no  less favorable than the Company could obtain from third parties
and  other  than the grant of stock options disclosed in the SEC Documents, 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 a substantial interest or
is  an  officer,  director,  trustee  or  partner.

     (U)  DILUTIVE  EFFECT.  The  Company  understands and acknowledges that the
number  of  Shares  issuable  upon  purchases  pursuant  to  this Agreement will
increase in certain circumstances including, but not necessarily limited to, the
circumstance  wherein  the trading price of the Common Stock declines during the
period  between the Effective Date and the end of the Open Period. The Company's
executive officers and directors have studied and fully understand the nature of
the  transactions  contemplated by this Agreement and recognize that they have a
potential  dilutive effect. The Board of Directors of the Company has concluded,
in its good faith business judgment, that such issuance is in the best interests
of  the  Company.  The  Company  specifically acknowledges that, subject to such
limitations  as  are  expressly  set  forth  in  the  Transaction Documents, its
obligation  to  issue  Shares  of  Common  Stock upon purchases pursuant to this
Agreement  is  absolute and unconditional regardless of the dilutive effect that
such  issuance  may have on the ownership interests of other shareholders of the
Company.

     (V)  RIGHT OF FIRST REFUSAL. The Company shall not, directly or indirectly,
without  the  prior written consent of Investor, which shall not be unreasonably
withheld, offer, sell, grant any option to purchase, or otherwise dispose of (or
announce  any offer, sale, grant or any option to purchase or other disposition)
any  of  its Common Stock or securities convertible into Common Stock at a price
that  is  less  than  90% of the market price of the Common Stock at the time of
issuance  of  such  security  or  investment  (a  "Subsequent  Financing") for a
                                                   ---------------------
period  of one year after the Effective Date, except (I) the granting of options
or  warrants to employees, officers, directors and consultants, and the issuance
of  Shares  upon  exercise  of  options  granted,  under  any  stock option plan
heretofore  or hereafter duly adopted by the Company or for services rendered or
to  be  rendered;  (II) Shares issued upon exercise of any currently outstanding
warrants or options and upon conversion of any currently outstanding convertible
debenture  or  convertible  preferred  stock, in each case disclosed pursuant to
Section  4(c);  (III) securities issued in connection with the capitalization or
creation  of a joint venture with a strategic partner; (IV) Shares issued to pay
part  or all of the purchase price for the acquisition by the Company of another
entity (which, for purposes of this clause (iv), shall not include an individual
or  group  of individuals); and (V) Shares issued in a bona fide public offering
by  the Company of its securities, unless (A) the Company delivers to Investor a
written  notice  (the  "Subsequent  Financing  Notice")  of  its  intention  to
                        -----------------------------
effect  such  Subsequent  Financing,  which  Subsequent  Financing  Notice shall
describe  in  reasonable detail the proposed terms of such Subsequent Financing,
the  amount  of  proceeds intended to be raised thereunder, the person with whom
such  Subsequent  Financing  shall be effected, and attached to which shall be a
term sheet or similar document relating thereto; and (B) Investor shall not have
notified the Company by 5:00 p.m. (New York time) on the fifth Trading Day after
its  receipt  of  the Subsequent Financing Notice of its willingness to provide,
subject  to  completion  of  mutually acceptable documentation, financing to the
Company on substantially the terms set forth in the Subsequent Financing Notice.
If Investor shall fail to notify the Company of its intention to enter into such
negotiations within such time period, then the Company may effect the Subsequent
Financing  substantially  upon  the  terms set forth in the Subsequent Financing
Notice;  provided  that  the  Company  shall  provide  Investor  with  a  second
Subsequent  Financing  Notice,  and Investor shall again have the right of first
refusal  set forth above in this Section, if the Subsequent Financing subject to
the  initial Subsequent Financing Notice shall not have been consummated for any
reason  on the terms set forth in such Subsequent Financing Notice within thirty
Trading  Days  after  the  date  of the initial Subsequent Financing Notice. The
rights granted to Investor in this Section are not subject to any prior right of
first  refusal  given  to  any  other  person  disclosed  on  Schedule  4(c).

     (W)  LOCK-UP.  The  Company  shall cause its officers, insiders, directors,
affiliates  or other related parties to refrain from selling Common Stock during
each  Pricing  Period.

     (X)  NO  GENERAL  SOLICITATION.  Neither  the  Company,  nor  any  of  its
affiliates,  nor  any  person  acting  on its behalf, has engaged in any form of
general solicitation or general advertising (within the meaning of Regulation D)
in  connection  with  the  offer  or  sale  of  the Common Stock offered hereby.

     (Y)  NO  BROKERS, FINDERS OR FINANCIAL ADVISORY FEES OR COMMISSIONS will be
payable  by  the  Company  with  respect to the transaction contemplated by this
Agreement  other  than  described  in  Section  12  (m)  of  this  Agreement.

SECTION  5.  COVENANTS  OF  THE  COMPANY
             ---------------------------

     (A)  BEST  EFFORTS.  The  Company shall use commercially reasonable efforts
timely  to  satisfy  each of the conditions to be satisfied by it as provided in
Section  7  of  this  Agreement.

     (B) BLUE SKY. The Company shall, at its sole cost and expense, on or before
each  of  the  Closing  Dates,  take such action as the Company shall reasonably
determine  is  necessary  to qualify the Securities for, or obtain exemption for
the  Securities  for,  sale  to the Investor at each of the Closings pursuant to
this  Agreement under applicable securities or "Blue Sky" laws of such states of
the  United  States,  as  reasonably  specified  by  Investor, and shall provide
evidence  of any such action so taken to the Investor on or prior to the Closing
Date.

     (C)  REPORTING  STATUS.  Until  the  earlier to occur of (I) the first date
which  is  after the date this Agreement is terminated pursuant to Section 9 and
on  which  the  Holders  (as  that  term  is  defined in the Registration Rights
Agreement)  may  sell all of the Securities without restriction pursuant to Rule
144(k)  promulgated under the 1933 Act (or successor thereto); and (II) the date
on  which  (A)  the  Holders  shall  have  sold all the Securities; and (B) this
Agreement has been terminated pursuant to Section 9 (the "Registration Period"),
                                                          -------------------
the Company shall file all reports required to be filed with the SEC pursuant to
the  1934  Act,  and  the  Company shall not terminate its status as a reporting
company  under  the  1934  Act.

     (D) USE OF PROCEEDS. The Company will use the proceeds from the sale of the
Shares  (excluding  amounts  paid  by  the  Company for fees as set forth in the
Transaction Documents) for general corporate and working capital purposes or for
other  purposes  deemed  fit  by  the  Company's  Board  of  Directors.

     (E)  FINANCIAL  INFORMATION.  The  Company  agrees to make available to the
Investor  via  EDGAR  or  other  electronic  means the following to the Investor
during  the  Registration  Period:  (I)  within  five (5) Trading Days after the
filing  thereof  with  the SEC, a copy of its Annual Reports on Form 10-KSB, its
Quarterly  Reports  on  Form  10-QSB,  any  Current  Reports on Form 8-K and any
Registration  Statements  or  amendments filed pursuant to the 1933 Act; (II) on
the  same  day  as  the  release thereof, facsimile copies of all press releases
issued  by  the  Company or any of its Subsidiaries; (III) copies of any notices
and other information made available or given to the shareholders of the Company
generally,  contemporaneously with the making available or giving thereof to the
shareholders;  and  (IV)  within  two  (2)  calendar  days of filing or delivery
thereof, copies of all documents filed with, and all correspondence sent to, the
Principal Market, any securities exchange or market, or the National Association
of  Securities  Dealers,  Inc.,  unless  such  information is material nonpublic
information.

     (F)  RESERVATION  OF SHARES. Subject to the following sentence, the Company
shall  take  all  action necessary to at all times have authorized, and reserved
for  the  purpose  of issuance, a sufficient number of Shares of Common Stock to
provide  for  the  issuance  of  the Securities hereunder. In the event that the
Company  determines  that  it  does  not  have a sufficient number of authorized
Shares  to  reserve and keep available for issuance as described in this Section
5(f),  the  Company  shall  use  its  best  efforts  to  increase  the number of
authorized  Shares by seeking shareholder approval for the authorization of such
additional  shares.

     (G)  LISTING. The Company shall promptly secure and maintain the listing of
all  of  the  Registrable  Securities  (as  defined  in  the Registration Rights
Agreement) upon the Principal Market and each other 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, such
listing of all Registrable 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 which would be reasonably expected to
result  in  the  delisting  or  suspension  of the Common Stock on the Principal
Market  (excluding  suspensions  of not more than one trading day resulting from
business  announcements  by  the Company). The Company shall promptly provide to
the  Investor  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  5(g).

     (H)  TRANSACTIONS  WITH  AFFILIATES. The Company shall not, and shall cause
each  of  its  Subsidiaries  not to, enter into, amend, modify or supplement, or
permit any Subsidiary to enter into, amend, modify or supplement, any agreement,
transaction,  commitment  or  arrangement  with  any  of its or any Subsidiary's
officers,  directors,  persons who were officers or directors at any time during
the  previous two (2) years, shareholders who beneficially own five percent (5%)
or  more  of  the  Common Stock, or affiliates or with any individual related by
blood,  marriage  or adoption to any such individual or with any entity in which
any  such  entity  or  individual  owns  a  five percent (5%) or more beneficial
interest  (each  a  "Related  Party"),  except  for  (I)  customary  employment
                     --------------
arrangements  and  benefit  programs  on  reasonable  terms, (II) any agreement,
transaction,  commitment or arrangement on an arms-length basis on terms no less
favorable  than  terms which would have been obtainable from a person other than
such  Related  Party,  or  (III)  any  agreement,  transaction,  commitment  or
arrangement  which  is  approved by a majority of the disinterested directors of
the  Company.  For  purposes  hereof, any director who is also an officer of the
Company  or  any Subsidiary of the Company shall not be a disinterested director
with  respect  to  any  such  agreement, transaction, commitment or arrangement.
"Affiliate"  for  purposes  hereof  means, with respect to any person or entity,
 ---------
another  person  or  entity that, directly or indirectly, (I) has a five percent
(5%)  or  more  equity  interest in that person or entity, (II) has five percent
(5%)  or  more  common ownership with that person or entity, (III) controls that
person  or  entity,  or (IV) is under common control with that person or entity.
"Control"  or  "Controls"  for purposes hereof means that a person or entity has
 -------        --------
the  power,  direct  or  indirect,  to conduct or govern the policies of another
person  or  entity.

     (I)  FILING  OF FORM 8-K. On or before the date which is three Trading Days
after  the  Execution  Date, the Company shall file a Current Report on Form 8-K
with  the  SEC  describing  the  terms  of  the  transaction contemplated by the
Transaction  Documents  in  the form required by the 1934 Act, if such filing is
required.

     (J) CORPORATE EXISTENCE. The Company shall use its best efforts to preserve
and  continue  the  corporate  existence  of  the  Company.

     (K) NOTICE OF CERTAIN EVENTS AFFECTING REGISTRATION; SUSPENSION OF RIGHT TO
MAKE  A  PUT.  The Company shall promptly notify Investor upon the occurrence of
any  of  the  following events in respect of a Registration Statement or related
prospectus in respect of an offering of the Securities and shall not deliver any
Put  Notice  during the continuation of any of the following events: (I) receipt
of  any  request  for  additional information by the SEC or any other federal or
state  governmental  authority  during  the  period  of  effectiveness  of  the
Registration  Statement  for  amendments  or  supplements  to  the  Registration
Statement  or  related  prospectus;  (II)  the  issuance by the SEC or any other
federal  or  state  governmental  authority  of  any  stop  order suspending the
effectiveness of any Registration Statement or the initiation of any proceedings
for  that  purpose;  (III)  receipt  of  any  notification  with  respect to the
suspension  of  the  qualification or exemption from qualification of any of the
Securities  for sale in any jurisdiction or the initiation or threatening of any
proceeding  for  such  purpose;  (IV)  the happening of any event that makes any
statement  made  in  such  Registration  Statement  or related prospectus or any
document  incorporated  or deemed to be incorporated therein by reference untrue
in  any  material  respect  or  that  requires  the making of any changes in the
Registration  Statement, related prospectus or documents so that, in the case of
a Registration Statement, it will not contain any untrue statement of a material
fact  or  omit  to  state  any  material  fact  required to be stated therein or
necessary to make the statements therein not misleading, and that in the case of
the  related  prospectus, it will not contain any untrue statement of a material
fact  or  omit  to  state  any  material  fact  required to be stated therein or
necessary  to  make  the  statements  therein, in the light of the circumstances
under  which  they  were  made, not misleading; and (V) the Company's reasonable
determination  that  a  post-effective  amendment  to the Registration Statement
would  be appropriate, and the Company shall promptly make available to Investor
any  such  supplement  or amendment to the related prospectus. The Company shall
not  deliver  to  Investor  any Put Notice during the continuation of any of the
foregoing  events.

     (L)  REIMBURSEMENT. If (I) Investor becomes involved in any capacity in any
action,  proceeding  or investigation brought by any shareholder of the Company,
in  connection  with  or  as  a  result  of the consummation of the transactions
contemplated  by  the  Transaction Documents, or if Investor is impleaded in any
such  action,  proceeding or investigation by any person (other than as a result
of  a  breach of the Investor's representations and warranties set forth in this
Agreement);  or  (II)  Investor  becomes involved in any capacity in any action,
proceeding  or investigation brought by the SEC against or involving the Company
or  in  connection  with  or as a result of the consummation of the transactions
contemplated by the Transaction Documents (other than as a result of a breach of
the  Investor's  representations and warranties set forth in this Agreement), or
if  Investor is impleaded in any such action, proceeding or investigation by any
person,  then  in  any  such  case,  the Company will reimburse Investor for its
reasonable legal and other expenses (including the cost of any investigation and
preparation) incurred in connection therewith, as such expenses are incurred. In
addition,  other  than  with  respect to any matter in which Investor is a named
party, the Company will pay to Investor the charges, as reasonably determined by
Investor,  for  the  time  of  any  officers or employees of Investor devoted to
appearing  and  preparing  to  appear as witnesses, assisting in preparation for
hearings,  trials  or  pretrial matters, or otherwise with respect to inquiries,
hearing,  trials,  and  other proceedings relating to the subject matter of this
Agreement. The reimbursement obligations of the Company under this section shall
be  in  addition  to  any  liability which the Company may otherwise have, shall
extend upon the same terms and conditions to any affiliates of Investor that are
actually  named  in  such  action,  proceeding  or  investigation, and partners,
directors,  agents,  employees, attorneys, accountants, auditors and controlling
persons  (if  any),  as the case may be, of Investor and any such affiliate, and
shall be binding upon and inure to the benefit of any successors of the Company,
Investor  and  any  such  affiliate  and  any  such  person.

SECTION  6.  COVER.  If  the  number  of  Shares  represented by any Put Notices
             -----
become  restricted or are no longer freely trading for any reason, and after the
applicable  Closing  Date, the Investor purchases, in an open market transaction
or  otherwise,  the  Company's  Common Stock (the "Covering Shares") in order to
                                                   ---------------
make  delivery  in  satisfaction  of a sale of Common Stock by the Investor (the
"Sold  Shares"),  which  delivery  such  Investor  anticipated to make using the
 ------------
Shares  represented by the Put Notice (a "Buy-In"), the Company shall pay to the
                                          ------
Investor the Buy-In Adjustment Amount (as defined below). The "Buy-In Adjustment
                                                               -----------------
Amount"  is  the  amount  equal  to  the  excess,  if any, of (A) the Investor's
------
total  purchase price (including brokerage commissions, if any) for the Covering
Shares  over (B) the net proceeds (after brokerage commissions, if any) received
by  the  Investor  from  the  sale of the Sold Shares. The Company shall pay the
Buy-In  Adjustment  Amount  to  the  Investor  in  immediately  available  funds
immediately  upon  demand  by  the  Investor.  By way of illustration and not in
limitation  of  the  foregoing,  if the Investor purchases Common Stock having a
total  purchase  price  (including  brokerage commissions) of $11,000 to cover a
Buy-In with respect to the Common Stock it sold for net proceeds of $10,000, the
Buy-In  Adjustment  Amount  which  the  Company  will  be required to pay to the
Investor  will  be  $1,000.

SECTION  7.  CONDITIONS  OF  THE  COMPANY'S  OBLIGATION  TO  SELL.
             ----------------------------------------------------

     The obligation hereunder of the Company to issue and sell the Securities to
the  Investor  is further subject to the satisfaction, at or before each Closing
Date,  of each of the following conditions set forth below. These conditions are
for  the  Company's sole benefit and may be waived by the Company at any time in
its  sole  discretion.

     (A)  The  Investor  shall  have  executed  each  of  this Agreement and the
Registration  Rights  Agreement  and  delivered  the  same  to  the  Company.

     (B) The Investor shall have delivered to the Company the Purchase Price for
the  Securities being purchased by the Investor at the Closing (after receipt of
confirmation  of  delivery  of  such Securities) by wire transfer of immediately
available  funds  pursuant  to  the  wire  instructions provided by the Company.

     (C)  Reserved.

     (D)  No  statute,  rule,  regulation,  executive  order,  decree, ruling or
injunction  shall  have  been  enacted,  entered, promulgated or endorsed by any
court  or  governmental  authority of competent jurisdiction which prohibits the
consummation  of  any  of  the  transactions  contemplated  by  this  Agreement.

     (E)  No Valuation Event shall have occurred since the applicable Put Notice
Date.

     (F)  The  Company  shall  reserve  the  right  not  to deliver a Put to the
Investor,  at  any  time  during  which  the Company's registration statement is
effective, an aggregate interest in the Company's capital stock which is greater
than 9.99% after the consummation of any of the put transactions contemplated by
this  Agreement.

SECTION  8.  FURTHER CONDITIONS OF THE INVESTOR'S OBLIGATION TO PURCHASE.
            -----------------------------------------------------------

     The  obligation of the Investor hereunder to purchase Securities is subject
to  the  satisfaction,  on or before each Closing Date, of each of the following
conditions  set  forth  below.

     (A)  The  Company shall have executed each of the Transaction Documents and
delivered  the  same  to  the  Investor.

     (B)  The  Common  Stock  shall be authorized for quotation on the Principal
Market  and  trading  in  the  Common Stock shall not have been suspended by the
Principal  Market  or  the  SEC,  at  any  time beginning on the date hereof and
through  and including the respective Closing Date (excluding suspensions of not
more  than one Trading Day resulting from business announcements by the Company,
provided  that such suspensions occur prior to the Company's delivery of the Put
Notice  related  to  such  Closing).

     (C)  The  representations  and  warranties of the Company shall be true and
correct as of the date when made and as of the applicable Closing Date as though
made  at  that time (except for (I) representations and warranties that speak as
of a specific date and (II) with respect to the representations made in Sections
4(g),  (h)  and  (j) and the third sentence of Section 4(k) hereof, events which
occur  on  or  after the date of this Agreement and are disclosed in SEC filings
made by the Company at least ten Trading Days prior to the applicable Put Notice
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 on or before such Closing
Date.  The  Investor may request an update as of such Closing Date regarding the
representation  contained  in  Section  4(c)  above.

     (D)  The  Company  shall  have  executed  and delivered to the Investor the
certificates  representing,  or have executed electronic book-entry transfer of,
the  Securities  (in  such  denominations  as such Investor shall request) being
purchased  by  the  Investor  at  such  Closing.

     (E)  The  Board  of Directors of the Company shall have adopted resolutions
consistent  with Section 4(b)(ii) above (the "Resolutions") and such Resolutions
                                              -----------
shall  not  have  been  amended  or  rescinded  prior  to  such  Closing  Date.

     (F)  The  Company shall not cause the purchase of shares subject to the Put
Notice  by the Investor to be greater than 9.99% of the Company's capital stock,
as  determined  by  the  Company.

     (G)  No  statute,  rule,  regulation,  executive  order,  decree, ruling or
injunction  shall  have  been  enacted,  entered, promulgated or endorsed by any
court  or  governmental  authority of competent jurisdiction which prohibits the
consummation  of  any  of  the  transactions  contemplated  by  this  Agreement.

     (H)  The Registration Statement shall be effective on each Closing Date and
no  stop  order suspending the effectiveness of the Registration statement shall
be  in  effect  or  shall be pending or threatened. Furthermore, on each Closing
Date  (I)  neither  the Company nor Investor shall have received notice that the
SEC  has  issued  or  intends  to  issue  a  stop  order  with  respect  to such
Registration  Statement or that the SEC otherwise has suspended or withdrawn the
effectiveness of such Registration Statement, either temporarily or permanently,
or  intends  or  has  threatened  to  do so (unless the SEC's concerns have been
addressed  and  Investor  is  reasonably  satisfied  that  the  SEC no longer is
considering or intends to take such action), and (II) no other suspension of the
use or withdrawal of the effectiveness of such Registration Statement or related
prospectus  shall  exist.

     (I)  At  the  time  of  each Closing, the Registration Statement (including
information  or  documents incorporated by reference therein) and any amendments
or supplements thereto shall not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make  the  statements  therein  not  misleading  or  which  would require public
disclosure  or  an  update  supplement  to  the  prospectus.

     (J)  If applicable, the shareholders of the Company shall have approved the
issuance  of  any  Shares  in  excess  of  the  Maximum Common Stock Issuance in
accordance  with  Section  2(i).

     (K)  The  conditions  to  such Closing set forth in Section 2(f) shall have
been  satisfied  on  or  before  such  Closing  Date.

     (L)  The  Company shall have certified to the Investor the number of Shares
of  Common  Stock  outstanding  when  a  Put  Notice  is  given to the Investor.

SECTION  9.  TERMINATION.  This  Agreement  shall  terminate  upon  any  of  the
             -----------
following  events:

     (I)  when  the Investor has purchased an aggregate of Three Million Dollars
($3,000,000)  in  the  Common  Stock  of the Company pursuant to this Agreement;
provided  that the Company's representations, warranties and covenants contained
in  this  Agreement  insofar  as  applicable  to  the  transactions  consummated
hereunder  prior  to  such  termination,  shall  survive the termination of this
Agreement  for  the  period  of  any  applicable  statute  of  limitations;

     (II)  on the date which is thirty-six (36) months after the Effective Date;

     (III)  if  the  Company shall file or consent by answer or otherwise to the
entry  of an order for relief or approving a petition for relief, reorganization
or  arrangement  or  any other petition in bankruptcy for liquidation or to take
advantage of any bankruptcy or insolvency law of any jurisdiction, or shall make
an  assignment  for  the  benefit  of  its  creditors,  or  shall consent to the
appointment  of  a  custodian,  receiver,  trustee or other officer with similar
powers  of  itself  or  of  any  substantial  part  of its property, or shall be
adjudicated  a  bankrupt  or  insolvent,  or shall take corporate action for the
purpose  of  any  of  the  foregoing, or if a court or governmental authority of
competent  jurisdiction  shall  enter an order appointing a custodian, receiver,
trustee  or other officer with similar powers with respect to the Company or any
substantial  part of its property or an order for relief or approving a petition
for  relief  or  reorganization  or  any  other  petition  in  bankruptcy or for
liquidation  or  to  take  advantage  of any bankruptcy or insolvency law, or an
order  for  the dissolution, winding up or liquidation of the Company, or if any
such  petition  shall  be  filed  against  the  Company;

     (IV) if the Company shall issue or sell any equity securities or securities
convertible into, or exchangeable for, equity securities or enter into any other
equity  financing facility during the Open Period, other than in compliance with
Section 4(v);

SECTION 10.  SUSPENSION.  This  Agreement  shall  be  suspended upon any of  the
following  events,  and  shall  remain  suspended until such event is rectified:

     (I)  the trading of the Common Stock is suspended by the SEC, the Principal
Market or the NASD for a period of five consecutive Trading Days during the Open
Period;

     (II) the Company shall not have filed with the SEC the initial Registration
Statement with respect to the resale of the Registrable Securities in accordance
with  the  terms of the initial Registration Rights Agreement within 60 calendar
days  of  the  date  hereof  or the Registration Statement has not been declared
effective  within  180  calendar  days  of  the  date  hereof;  or

     (III) The Common Stock ceases to be registered under the 1934 Act or listed
or  traded  on  the  Principal  Market.  Upon  the  occurrence  of  one  of  the
above-described  events,  the Company shall send written notice of such event to
the  Investor.

SECTION 11.  INDEMNIFICATION.  In  consideration  of  the  parties  mutual
             ---------------
obligations set forth in the Transaction Documents, each of the parties (in such
capacity,  an  "Indemnitor")  shall defend, protect, indemnify and hold harmless
                ----------
the  the  other  and all of the other party's shareholders, officers, directors,
employees,  counsel,  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  (I)  any misrepresentation or breach of any
representation  or  warranty  made  by  the Indemnitor or any other certificate,
instrument  or  document  contemplated hereby or thereby; (II) any breach of any
covenant, agreement or obligation of the Indemnitor contained in the Transaction
Documents  or  any other certificate, instrument or document contemplated hereby
or  thereby; or (III) any cause of action, suit or claim brought or made against
such  Indemnitee  by  a  third  party  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,
except  insofar  as  any such misrepresentation, breach or any untrue statement,
alleged  untrue statement, omission or alleged omission is made in reliance upon
and  in  conformity  with  written  information furnished to Indemnitor which is
specifically  intended  for  use  in  the  preparation  of any such Registration
Statement,  preliminary  prospectus, prospectus or amendments to the prospectus.
To  the  extent  that  the  foregoing  undertaking  by  the  Indenitor  may  be
unenforceable for any reason, the Indemnitor shall make the maximum contribution
to  the payment and satisfaction of each of the Indemnified Liabilities which is
permissible  under  applicable  law.  The  indemnity provisions contained herein
shall  be  in  addition  to any cause of action or similar rights Indemnitor may
have,  and  any liabilities the Indemnitor or the Indemnitees may be subject to.

SECTION 12.  GOVERNING  LAW;  MISCELLANEOUS.
             ------------------------------

     (A)  GOVERNING  LAW. This Agreement shall be governed by and interpreted in
accordance  with the laws of the Commonwealth of Massachusetts without regard to
the principles of conflict of laws. Each party hereby irrevocably submits to the
exclusive  jurisdiction  of  the state and federal courts sitting in the City of
Boston,  County  of Suffolk, for the adjudication of any dispute hereunder or in
connection  herewith  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.
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.

     (B)  LEGAL  FEES;  AND MISCELLANEOUS FEES. Except as otherwise set forth in
the  Transaction  Documents,  the Company shall pay the fees and expenses of its
advisers,  counsel,  the  accountants  and  other experts, if any, and all other
expenses  incurred  by  such  party  incident  to  the negotiation, preparation,
execution,  delivery  and performance of this Agreement. Any attorneys' fees and
expenses  incurred  by  either the Company or by the Investor in connection with
the  preparation,  negotiation, execution and delivery of any amendments to this
Agreement  or  relating to the enforcement of the rights of any party, after the
occurrence  of any breach of the terms of this Agreement by another party or any
default  by another party in respect of the transactions contemplated hereunder,
shall  be  paid  on  demand  by  the  party  which breached the Agreement and/or
defaulted,  as  the case may be. The Company shall pay all stamp and other taxes
and  duties  levied  in  connection  with  the  issuance  of  any  Securities.

     (C)  COUNTERPARTS.  This  Agreement  may  be  executed  in  two (2) 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.

     (D)  HEADINGS;  SINGULAR/PLURAL.  The  headings  of  this Agreement are for
convenience  of  reference  and  shall  not  form  part  of,  or  affect  the
interpretation  of,  this  Agreement.  Whenever  required by the context of this
Agreement, the singular shall include the plural and masculine shall include the
feminine.

     (E)  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.

     (F) ENTIRE AGREEMENT; AMENDMENTS. This Agreement supersedes all other prior
oral  or  written agreements between the Investor, the Company, their affiliates
and persons acting on their behalf with respect to the matters discussed herein,
and  this  Agreement  and the instruments referenced herein (including the other
Transaction  Documents)  contain  the  entire  understanding of the parties with
respect  to  the  matters covered herein and therein and, except as specifically
set  forth  herein  or  therein,  neither the Company nor the Investor makes any
representation,  warranty, covenant or undertaking with respect to such matters.
No  provision  of  this  Agreement may be amended other than by an instrument in
writing  signed  by the Company and the Investor, and no provision hereof may be
waived  other  than by an instrument in writing signed by the party against whom
enforcement  is  sought.

     (G)  NOTICES.  Any notices 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  (1)  day  after  deposit  with a nationally recognized overnight
delivery  service,  in  each case properly addressed to the party to receive the
same.  The  addresses  and  facsimile  numbers for such communications shall be:

     If to the Company:

          FoneFriend,  Inc
          14545  Friar  Street,  Suite  103
          Van  Nuys,  CA  91411
          Telephone:     818-376-1616
          Facsimile:     760-454-2392

     With Copy to:

          Law Offices of Harold H. Martin, P.A
          17111 Kenton Drive, Suite 204B
          Cornelius, NC  28031
          Telephone:     704-894-9760
          Facsimile:     704-894-9759

     If to the Investor:

          Dutchess Private Equities Fund, LP
          312 Stuart Street
          Boston, MA  02116
          Telephone:     617-960-3582
          Facsimile:     617-960-3772

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

     (H)  NO  ASSIGNMENT.  This  Agreement  may  not  be  assigned.

     (I)  NO  THIRD  PARTY  BENEFICIARIES.  This  Agreement  is intended for the
benefit  of  the  parties  hereto  and  is  not  for the benefit of, nor may any
provision  hereof  be  enforced  by,  any  other  person.

     (J)  SURVIVAL.  The  representations  and warranties of the Company and the
Investor  contained  in Sections 2 and 3, the agreements and covenants set forth
in Sections 4 and 5, and the indemnification provisions set forth in Section 11,
shall  survive  each  of  the  Closings  and  the termination of this Agreement.

     (K)  PUBLICITY.  The  Company and Investor shall consult with each other in
issuing any press releases or otherwise making public statements with respect to
the  transactions  contemplated  hereby  and no party shall issue any such press
release  or  otherwise  make any such public statement without the prior written
consent  of  the other parties, which consent shall not be unreasonably withheld
or delayed, except that no prior consent shall be required if such disclosure is
required by law, in which such case the disclosing party shall provide the other
parties  with  prior  notice  of  such  public  statement.  Notwithstanding  the
foregoing,  the Company shall not publicly disclose the name of Investor without
the  prior  written  consent  of such Investor, except to the extent required by
law.  Investor  acknowledges  that  this  Agreement  and  all  or  part  of  the
Transaction  Documents  may be deemed to be "material contracts" as that term is
defined by Item 601(b)(10) of Regulation S-B, and that the Company may therefore
be  required  to  file  such  documents  as  exhibits to reports or registration
statements  filed  under  the  1933 Act or the 1934 Act. Investor further agrees
that  the  status of such documents and materials as material contracts shall be
determined  solely  by  the  Company,  in  consultation  with  its  counsel.

     (L)  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.

     (M)  PLACEMENT  AGENT.  The  Company  agrees  to  pay  Charleston  Capital
Corporation  ("Charleston")  a  registered  broker  dealer,  an aggregate fee of
$10,000  for all transactions contemplated under this Agreement. The $10,000 fee
shall be payable from 1% (one percent) of the Put Amount on each draw toward the
fee.  Charleston  will  also  act as an unaffiliated broker dealer. The Investor
shall  have no obligation with respect to any fees or with respect to any claims
made  by  or  on  behalf  of  other  persons  or  entities  for  fees  of a type
contemplated in this Section that may be due in connection with the transactions
contemplated  by the Transaction Documents. The Company shall indemnify and hold
harmless  the  Investor,  their  employees,  officers,  directors,  agents,  and
partners,  and their respective affiliates, from and against all claims, losses,
damages,  costs  (including  the  costs  of preparation and attorney's fees) and
expenses  incurred in respect of any such claimed or existing fees, as such fees
and  expenses  are  incurred.

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

     (O)  REMEDIES.  The  Investor  and each holder of the Shares shall have all
rights  and  remedies  set  forth  in this Agreement and the Registration Rights
Agreement  and  all  rights and remedies which such holders have been granted at
any  time under any other agreement or contract and all of the rights which such
holders  have under any law. Any person having any rights under any provision of
this  Agreement  shall  be entitled to enforce such rights specifically (without
posting  a  bond or other security), to recover damages by reason of any default
or  breach  of  any  provision  of  this  Agreement,  including  the recovery of
reasonable attorneys fees and costs, and to exercise all other rights granted by
law.

     (P)  PAYMENT  SET  ASIDE. To the extent that the Company makes a payment or
payments  to  the Investor hereunder or the Registration Rights Agreement or the
Investor  enforces  or  exercises  its  rights hereunder or thereunder, and such
payment  or payments or the proceeds of such enforcement or exercise or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential,
set  aside,  recovered from, disgorged by or are required to be refunded, repaid
or  otherwise  restored  to the Company, a trustee, receiver or any other person
under  any  law  (including,  without  limitation,  any bankruptcy law, state or
federal law, common law or equitable cause of action), then to the extent of any
such  restoration  the  obligation  or  part  thereof  originally intended to be
satisfied  shall  be  revived  and continued in full force and effect as if such
payment  had  not  been  made  or  such  enforcement or setoff had not occurred.

     (Q)  PRICING OF COMMON STOCK. For purposes of this Agreement, the bid price
of  the  Common  Stock  in this Agreement shall be as reported on Bloomberg.com.

     The  signature  of  the  authorized representative of the on this Signature
Page  evidences  the Company's agreement to be bound by the terms and conditions
of the Investment Agreement and the Registration Rights Agreement as of the date
first  written  above.

     The  undersigned  signatory  hereby  certifies  that he or she has read and
understands  the  Investment  Agreement,  and  the  representations  made by the
Company in this Investment Agreement are true and accurate, and on behalf of the
Company,  agrees  to  be  bound  by  its  terms.

     DUTCHESS  PRIVATE  EQUITIES  FUND,  L.P.
     BY  ITS  GENERAL  PARTNER,
     DUTCHESS  CAPITAL  MANAGEMENT,  LLC



By:  /s/  Douglas  H.  Leighton
     --------------------------
     Douglas  H.  Leighton,  Managing  Member

     FONEFRIEND,  INC.



By:  /s/  Jackelyn  Giroux
     ---------------------
     Jackelyn  Giroux,  President




                             LIST OF EXHIBITS
                             ----------------


     EXHIBIT A               Registration Rights Agreement
     EXHIBIT B              [reserved]
     EXHIBIT C              [reserved]
     EXHIBIT D               Broker Representation Letter
     EXHIBIT E               Board Resolution
     EXHIBIT F               Put Notice
     EXHIBIT G               Put Settlement Sheet


                             LIST OF SCHEDULES
                             -----------------

     Schedule 4(a)           Subsidiaries
     Schedule 4(c)           Capitalization
     Schedule 4(e)           Conflicts
     Schedule 4(g)           Material Changes
     Schedule 4(h)           Litigation
     Schedule 4(l)           Intellectual Property
     Schedule 4(n)           Liens
     Schedule 4(t)           Certain Transactions




<PAGE>
                                    EXHIBIT A

                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------


<PAGE>
                                    EXHIBIT D

                          BROKER REPRESENTATION LETTER
                          ----------------------------

                              [BROKER'S LETTERHEAD]



Date
Via Facsimile

Attention:
______________________
______________________
______________________

Re: FoneFriend, Inc.

Dear __________________:

It  is our understanding that the Form ______ Registration Statement bearing SEC
File Number ( ___-______) filed by FoneFriend, Inc. on Form _____ on __________,
2003  was  declared  effective  on  _________,  2003.

This  letter  shall  confirm  that  ______________ shares of the common stock of
FoneFriend,  Inc.  are  being  sold  on behalf of __________________ and that we
shall  comply  with  the  prospectus  delivery  requirements  set  forth in that
Registration  Statement  by  filing  the  same  with  the  purchaser.

If  you  have  any  questions  please  do  not  hesitate  to  call.

Sincerely,



______________________



cc:  .





<PAGE>
                                    EXHIBIT E

                                BOARD RESOLUTION
                                ----------------




<PAGE>
                                    EXHIBIT F

                                   PUT NOTICE
                                   ----------

Date:

RE:  Put  Notice  Number  __

Dear  Mr.  Leighton,

This is to inform you that as of today, FoneFriend, Inc., a Delaware corporation
(the  "Company"), hereby elects to exercise its right pursuant to the Investment
Agreement  to  require Dutchess Private Equities Fund, LP. to purchase shares of
its  common  stock.  The  Company  hereby  certifies  that:

The  amount  of  this  put  is  $__________.

The  Pricing  Period  runs  from  ________  until  _______.

The  current  number  of  shares  issued  and outstanding as of the Company are:

____________________


Regards,



________________________
Jackelyn  Giroux
FoneFriend,  Inc.


                                    EXHIBIT G

                              PUT SETTLEMENT SHEET
                              --------------------

Date:

Gentlemen:

Pursuant  to  the Put given by FoneFriend, Incto Dutchess Private Equities Fund,
L.P.  on  _________________  200x,  we  are  now submitting the amount of common
shares  for  you  to  issue  to  Dutchess.

Please  have  a  certificate  baring  no  restrictive legend totaling __________
shares  issued  to  Dutchess  Private Equities Fund, LP immediately and send via
DWAC  to  the  following  account:

XXXXXX

If  not  DWAC  eligible,  please  send  Fedex  Priority  Overnight  to:

XXXXXX

Once  these shares are received by us, we will break have the funds wired to the
Company.

Regards,
Douglas  H.  Leighton

DATE              PRICE
Date of Day 1     Closing Bid of Day 1
Date of Day 2     Closing Bid of Day 2
Date of Day 3     Closing Bid of Day 3
Date of Day 4     Closing Bid of Day 4
Date of Day 5     Closing Bid of Day 5


LOWEST  1  (ONE)   BID  IN  PRICING  PERIOD

PUT  AMOUNT

AMOUNT  WIRED  TO  COMPANY

PURCHASE  PRICE  (94%)

AMOUNT  OF  SHARES  DUE

The  undersigned has completed this Put as of this ___th day of _________, 200x.

FoneFriend,  Inc.


By: ___________________


                                    SCHEDULES
                                    ---------


SCHEDULE 4(A)                 SUBSIDIARIES

The  Company  has  no  subsidiaries.

SCHEDULE 4(C)                 CAPITALIZATION

In  addition  to  disclosures  set  forth  in  the  Company's SEC Documents, the
Company's  registration  statement  on Form S-3 contains a listing of additional
securities  with  registration rights. A copy of the Company's Form S-3 has been
supplied  to  the  Investor  prior  to  the  date  of  this  Agreement.

SCHEDULE 4(E)                 CONFLICTS

To the best of our knowledge and belief, we are aware of no exceptions as of the
date  hereof other than that as may be set forth in the Company's SEC Documents.

SCHEDULE 4(G)                 MATERIAL CHANGES

To the best of our knowledge and belief, we are aware of no exceptions as of the
date  hereof.

SCHEDULE 4(H)                 LITIGATION

To the best of our knowledge and belief, we are aware of no exceptions as of the
date  hereof  other  than  disclosures  that  are set forth in the Company's SEC
Documents.

SCHEDULE 4(L)                 INTELLECTUAL PROPERTY

To the best of our knowledge and belief, we are aware of no exceptions as of the
date  hereof other than that as may be set forth in the Company's SEC Documents.

SCHEDULE 4(N)                 LIENS

To the best of our knowledge and belief, we are aware of no exceptions as of the
date  hereof.

SCHEDULE 4(T)                 CERTAIN TRANSACTIONS

To the best of our knowledge and belief, we are aware of no exceptions as of the
date  hereof other than that as may be set forth in the Company's SEC Documents.