PLACEMENT AGENT AGREEMENT

THIS PLACEMENT AGENT AGREEMENT (the "Agreement") is made and entered to be
effective this 16th day of July, 2001 by and between OneCap, a Nevada
corporation (the "Company") and NevWest Securities Corporation, a Nevada
corporation (the "Placement Agent"), with reference to the following facts:

                                    RECITALS
A.   WHEREAS the Company desires to issue and sell up to 25,000 Units (the
     "Units") at a price of $1,000 per Unit, each Unit consisting of One
     Convertible Debenture (a) with a face value of $1,000, (b) bearing interest
     to holder pursuant to terms and conditions to be determined, (c)
     convertible into Common Stock of the Company at a conversion rate to be
     determined, and (d) subject to all additional terms and conditions as shall
     be specified in a Confidential Private Placement Memorandum (the
     "Memorandum") prepared pursuant to this Agreement;

B.   WHEREAS the  Company  desires to issue and sell a minimum of 1,000  Units
     in  the  total  minimum   aggregate  amount  of  $1,000,000  (the  "Minimum
     Offering")  and a maximum of 25,000  Units in the total  maximum  aggregate
     amount of $25,000,000 (the "Maximum Offering");

C.   WHEREAS the Company  desires to conduct the offering of Units  pursuant to
     Regulation D, Rule 506 of the Securities Act of 1933, as amended, and other
     applicable rules and regulations (collectively, the "Regulations");

D.   WHEREAS the Company  desires that the Placement  Agent offer and sell
     strictly  on a "best  efforts"  basis  to a  limited  number  of  qualified
     purchasers (the "Investors"),  as exclusive agent of the Company, the Units
     described in the Memorandum;

                                    AGREEMENT

NOW,  THEREFORE,   upon  the  terms,  covenants,  and  conditions  set  forth
below  and  for  good  and  valuable
consideration, the parties agree as follows:

1.       Incorporation of Recitals.  Recitals A through D above are incorporated
         into this Agreement by this reference as though fully set forth in this
         paragraph 1.

2.       Certain  Definitions.  For the  purposes of this  Agreement,  the
         following  terms have the  meanings set forth below:

2.1.     Commission.  "Commission"  means the United States  Securities  and
         Exchange  Commission  and includes any  governmental body or agency
         succeeding to the functions thereof.

2.2.     Company.  "Company," to the extent the context permits, includes any
         subsidiary.

2.3.     Exchange  Act.  "Exchange  Act" means the  Securities  Exchange  Act of
         1934,  as amended,  or any similar federal law then in force.

2.4.     Officer's Certification. "Officer's Certification" means a writing
         signed  by  the  Company's  chief  executive  officer  and  its  chief
         financial officer, and its secretary or assistant  secretary,  stating
         that (i) the Persons  signing the writing  have made or have caused to


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         be made the investigations necessary in order to permit them to verify
         the accuracy of the information set forth in such writing, and (ii) to
         the  best of their  knowledge,  the  writing  does  not  misstate  any
         material  fact and does not omit to state any fact  necessary  to make
         the writing not misleading.

2.5.     Proprietary Rights. "Proprietary Rights" means patents, registered or
         common law  trademarks,  service  marks,  trade names,  registered  or
         common law copyrights,  licenses, and other similar rights (including,
         without  limitation,  know how, trade secrets,  and other confidential
         information) and applications for each of the foregoing.

2.6.     Securities  Act.  "Securities  Act" means the Securities Act of 1933,
         as amended,  or any similar  federal law then in force.

2.7.     Subsidiary. "Subsidiary" means any corporation or other entity of
         which units of stock or other Units of ownership possessing a majority
         of the ordinary  voting power in electing the board of  directors,  or
         exercising  corresponding  control  in  the  case  of a  non-corporate
         entity,  is, at the time as of which any  determination is being made,
         owned by the Company either directly or indirectly through one or more
         Subsidiaries.

3.       Agreement to Sell Units and Engage Placement Agent

3.1.     Appointment  of Placement  Agent.  On the terms and subject to all the
         conditions of this Agreement the Company agrees to sell, and to engage
         the Placement  Agent on an exclusive  basis for 180 days from the date
         hereof to sell the Units to be offered  pursuant to the Memorandum and
         the exhibits thereto, and the Placement Agent agrees to sell on behalf
         of the Company and pursuant to the Memorandum and the exhibits thereto
         and  this  Agreement,  up to  25,000  Units  for a  maximum  aggregate
         offering amount of $25,000,000,  with the minimum amount and escrow of
         funds of $1,000,000 required, on a "best efforts" basis. The Placement
         Agent shall act exclusively as agent in the sale of the Units.

3.2.     Responsibility of Company.  The Company  recognizes that compliance
         with   applicable   federal   and  state  law  (except  as  to  active
         misrepresentations  by  the  Placement  Agent  or the  default  by the
         Placement  Agent  in  the  performance  of its  obligations  described
         herein,  including  its  obligations  concerning  compliance  with the
         requirements   of  applicable   federal  and  state   securities  laws
         pertaining  to the offer and sale of the Units) is in all respects the
         responsibility  of the  Company,  and the Company  agrees to take such
         precautions  as may  be  necessary  to  ensure  compliance  therewith.
         Without in any way  limiting  the  generality  of the  foregoing,  the
         parties  contemplate  that the offer and sale of Units will be made so
         as to comply with the exemptions from the registration requirements of
         section 5 of the Securities  Act of 1933, as amended (the  "Securities
         Act"),  afforded by sections 3(b), 4(2), and/or 4(6) of the Securities
         Act, and the exemptions from  qualification  afforded by the rules and
         regulations  promulgated  pursuant  to the above  sections,  including
         Regulation D promulgated pursuant to the Securities Act. The Units may
         be offered  and sold in Nevada and other  states  pursuant  to limited
         offering or other exemptions or other  qualification in such states as
         may be mutually agreeable to the Company and the Placement Agent.

3.3.     Offering  Memorandum.  The Company  shall  at its own  expense  prepare
         and amend, if necessary,  the Memorandum and such other disclosure and
         offering  documents as are required to comply with the requirements of
         the  applicable  federal and state  securities  laws for the  offering
         contemplated  by  this  Agreement  and  to  copy  and  deliver  to the
         Placement  Agent  at  the  Company's  expense  the  number  of  copies
         reasonably requested by the Placement Agent for use in connection with


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         the  Offering.   The  representations   made  by  the  Memorandum  are
         exclusively the  representations  of the Company as relied upon by the
         Placement  Agent.  The Company shall take prudent  steps  necessary to
         assess the legal and/or  regulatory  sufficiency  of the Memorandum or
         like  documentation  via its own in-house counsel or via the retention
         of outside  counsel  engaged  specifically to review such material and
         the relevant issues  thereunto  pertaining.  In any event, the Company
         warrants  that in  authorizing  the use of any  documentation  used in
         conjunction with the activities anticipated to be conducted herein, it
         shall cause to be  undertaken  sufficient  review of such  activity by
         competent  counsel and/or advisors and no provision  contained  herein
         shall  result  in any  duty  incumbent  upon  the  Placement  Agent to
         ascertain   the   legal   and/or   regulatory   sufficiency   of  such
         documentation.

3.4.     Full  and Fair  Disclosure.  It is  expressly  understood and  expected
         by both  parties  and  expressly  warranted  by the  Company  that the
         Memorandum and any other documentation  provided by the Company to the
         Placement  Agent in connection with the offering of the Units pursuant
         to this  Agreement  shall be reviewed by the Company or its appointees
         of  sufficient  competence  for any  material  deficiencies  in such a
         manner as to ensure accuracy and full and fair disclosure. The Company
         warrants  that it shall take  prudent  steps  necessary to ensure that
         such documentation contain no material misrepresentations or omissions
         and hereby  acknowledges  that the Placement  Agent is not responsible
         for ensuring  the  accuracy or  sufficiency  of any  documentation  or
         disclosures therein.

3.5.     "Blue  Sky." The  Placement  Agent,  prior to making any offers in any
         state,   shall   promptly   advise  the  Company  in  writing  of  the
         requirements  of the  state  securities  laws of each  such  state for
         making such offers and sales without  registration or qualification of
         the securities  offered in that state. The Company shall evaluate said
         requirements  and advise  the  Placement  Agent  whether  the  Company
         desires to proceed with the offering in each  particular  state.  Upon
         approval by the Company,  the Placement Agent shall file all documents
         and notices and pay such fees,  recoverable  from the Company,  as are
         required to make offers and sales in each state  chosen by the Company
         pursuant to this Offering. Nothing herein shall require the Company to
         pay costs of the Placement  Agent's  registering as a broker/dealer in
         any state.

3.6.     Procedures.  The offer and sale of the Units and the  procedure for
         subscribing  thereto shall conform to the  description  thereof as set
         forth in the Memorandum.

3.7.     Noncircumvention. The Company agrees not to sell, contract to sell,
         offer to sell,  solicit offers for the purchase,  or otherwise dispose
         of or offer to dispose of or enter  into any  agreement  to dispose of
         any Units to any individual, entity, institution,  venture capitalist,
         etc.,  introduced  to the  Company  by the  Placement  Agent,  without
         disclosing such an intent and without securing  written  authorization
         from the Placement  Agent of such a sale or offer prior to occurrence,
         throughout the offering  period.  In any event, the Company is obliged
         to compensate the Placement Agent as stipulated in this Agreement.

4.       Best Efforts Basis. The Company hereby expressly acknowledges that the
         Placement Agent is under no obligation to purchase any number of Units
         in a  manner  which  may  be  construed  as  a  firm  underwriting  or
         commitment  and that the sum and  substance  of this  relationship  is
         strictly  characterized  by the term(s)  "agent,"  "finder," and "best
         efforts" as these terms are generally  defined by applicable rules and
         regulations as promulgated by the Securities  Exchange  Commission and
         NASD.  There is no obligation  on the part of the  Placement  Agent to
         purchase or raise the minimum proceeds indicated.


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5.       Escrow Provisions. The Placement Agent shall cause to be created an
         Escrow  Account with a bank acting as the Escrow  Agent.  Delivery and
         payment  of any  proceeds  from  any  Investors  shall be made to such
         Escrow  Account.  The Company shall  compensate  the  Placement  Agent
         concurrent to the  satisfaction  of any contingency and the subsequent
         release of any funds from escrow as established in the Memorandum. The
         cost of initiating  such Escrow Account shall be borne by the Company,
         which cost is estimated to be $1,500.00.

5.1.     Escrow Agent.  The Escrow Agent shall be a bank as defined by Section
         3(a)(6) of the Securities Exchange Act of 1934, as amended.

5.2.     Escrow Agreement.  The Company,  the  Placement  Agent,  and the Escrow
         Agent  shall  enter  into  an  Escrow  Agreement  in  accordance  with
         applicable rules and regulations, particularly SEC Rule 15(c)2-4.

5.3.     Escrow Account.  Pursuant to the Escrow  Agreement,  NevWest/OneCap
         Escrow Account (the "Escrow Account") shall be a non-interest  bearing
         account held with the Escrow Agent.

5.4.     Delivery of Escrow Funds.

         5.4.1 The Subscribers shall deliver to The Placement Agent checks or
               wire transfers made payable to the order of NevWest/OneCap Escrow
               Account together with the  Subscribers'  mailing  addresses.  All
               funds  received by The Placement  Agent shall (i) be  transmitted
               directly into the Escrow Account by noon of the next business day
               after receipt  thereof,  and (ii) become  available to the issuer
               immediately upon satisfaction of the contingency stipulated to be
               the  attainment  of the Minimum  Offering.  The  collected  funds
               deposited  into the Escrow  Account are referred to herein as the
               "Escrow Funds."

         5.4.2 The Placement Agent shall have no duty or responsibility to
               enforce the collection or demand  payment of any funds  deposited
               into the Escrow Account.  If, for any reason, any check deposited
               into the Escrow Account shall be returned unpaid to The Placement
               Agent,  the sole duty of The  Placement  Agent shall be to notify
               the Company and promptly return the check to the Subscriber.

5.5.     Investment of the Escrow Funds. The Escrow Account shall not bear
         interest  and no  investments,  other than those that  comply with SEC
         Rule  15(c)2-4,  shall be made  while  the  Escrow  Funds  are held in
         escrow.

5.6.     Release of Escrow Funds.  The Escrow Funds shall be disbursed from the
         Escrow Account in accordance with the following:

         5.6.1 Provided  that the Escrow Funds total at least  $1,000,000 at or
               before 5:00 p.m.,  Pacific  Standard  Time (PST),  on the Closing
               Date  defined as the date 180 days from the date of  commencement
               of the  Offering,  or on any date prior  thereto,  the  Placement
               Agent shall instruct the Escrow Agent to release the Escrow Funds
               (or any portion thereof) promptly to the Company,  and thereafter
               the  Escrow   Account  shall  remain  open  for  the  purpose  of
               depositing  therein the  subscription  price for additional Units
               sold in the  Offering,  which  additional  Escrow  Funds shall be
               available to the Company  immediately or as otherwise  instructed
               by the Company.

         5.6.2 If, by 5:00 p.m., PST, on the Closing Date, the Escrow Funds do
               not total at least  $1,000,000,  then the Escrow  Funds  shall be
               returned promptly to Subscribers by the Escrow Agent.



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         5.6.3 In the event that at any time the Placement Agent shall receive
               from the Company written instructions signed by an individual who
               is   identified  as  an  officer  or  director  of  the  Company,
               requesting  to refund to a  Subscriber  the amount of a collected
               check or other funds  received  in escrow,  the  Placement  Agent
               shall  instruct  the  Escrow  Agent  for such  refund  to be made
               promptly to the Subscriber.

5.7.     Limitation of Responsibility and Liability of the Placement Agent.
         The Placement Agent

         5.7.1 shall not be liable for any error of  judgment  or for any act
               done or step  taken or omitted  by it in good  faith,  or for any
               mistake  of fact  or  law,  or for  anything  which  it may do or
               refrain  from  doing  in  connection  herewith,  except  its  own
               negligence and willful misconduct;

         5.7.2 shall be authorized to rely upon all written instructions and/or
               communications  of the Company  which appear to be valid on their
               face;

         5.7.3 shall have no implied obligations or responsibilities hereunder,
               nor shall it have any  obligation  or  responsibility  to collect
               funds or seek the deposit of money or property;

         5.7.4 may consult with legal counsel of its choice with regard to any
               legal  question   arising  in  connection   with  its  duties  or
               responsibilities  hereunder,  and  shall  have  no  liability  or
               responsibility  by  reason  of any  action it may take or fail to
               take in accordance with the opinions of such counsel;

         5.7.5 acts hereunder as a trustee only, and is not responsible or
               liable in any manner whatsoever for the sufficiency, correctness,
               genuineness,  or validity of any instrument deposited with it, or
               with  respect  to the  form  or  execution  of the  same,  or the
               identity,  authority,  or  rights  of  any  person  executing  or
               depositing the same; and

         5.7.6 shall be entitled to comply with any final order, judgment or
               decree  of a court of  competent  jurisdiction,  and/or  with the
               consistent written instructions from the non-bank Party.

5.8.     Costs and Expenses.  Any costs or expenses associated with establishing
         and/or  maintaining  the  Escrow  Account  shall  be  payable  by  the
         Placement Agent.

5.9.     Termination of Escrow Agreement. The Escrow Agent's responsibilities
         shall terminate at such time as the Escrow Funds shall have been fully
         disbursed   pursuant  to  the  terms   hereof  and  the   Offering  as
         contemplated  has formally  closed or at such other time as explicitly
         provided in the Escrow Agreement.

6.       Covenants of the Company.

6.1.     Offering Documentation. The Company covenants and agrees to provide the
         Placement  Agent  with any and all  documentation  and/or  information
         requisite  to  due  diligence   relating  to  the  Units  as  soon  as
         practicable  after the execution and delivery of this  Agreement or as


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<PAGE>

         requested by the Placement Agent from time to time,  provided that the
         Placement   Agent  agrees  to  keep  this   documentation   completely
         confidential, release only that information as agreed upon between the
         Placement Agent and the Company.

6.2.     Qualification of the Units for Offer and Sale. The Company covenants
         and  agrees,   prior  to,  during,  and  after  the  offering  of  the
         Securities,  to cooperate with the Placement  Agent and its Counsel in
         connection  with the  qualification  of the  Units  for offer and sale
         under the securities or Blue Sky laws of such  jurisdictions as may be
         applicable.

6.3.     Amendments  to the  Memorandum.  The Company covenants and agrees that,
         if during the period  specified  herein,  any event shall occur,  as a
         result of which,  in the  judgment of the Company or in the opinion of
         Counsel for the Company,  it becomes  necessary to amend or supplement
         the  Memorandum in order to make the statements  therein,  in light of
         the  circumstances  when the  Memorandum is delivered to an offeree or
         purchaser,  not  misleading,  or  if  it  is  necessary  to  amend  or
         supplement  the  Memorandum  to comply with any law, the Company shall
         take all steps  necessary  to make such  amendments  and to inform the
         Placement  Agent  so that it may  furnish  to  Investors  the  amended
         Memorandum so that the  statements in the  Memorandum as so amended or
         supplemented will not, in the light of the circumstances when it is so
         delivered,  be misleading,  or so that the Memorandum will comply with
         the law, and to furnish to the  Placement  Agent and to such others as
         applicable, such information in a timely fashion.

6.4.     Complete  Performance.  The  Company  covenants  and agrees to use its
         best efforts to do and perform all things  required or necessary to be
         done and performed  under this Agreement by the Company and to satisfy
         all conditions precedent to the delivery of the Units.

7.       Representations  and Warranties of the Company.  Subject to the
         information  set  forth in this  Agreement,  the  Memorandum,  and the
         exhibits to the  Memorandum,  the Company  represents,  warrants,  and
         agrees with the Placement Agent as follows:

7.1.     Organization and Corporate Power. The Company is a corporation duly
         organized,  validly  existing,  and in good Standing under the laws of
         the state of Nevada. The Company has all requisite corporate power and
         authority  and all  material  licenses,  permits,  and  authorizations
         necessary  to own and  operate  its  properties  and to  carry  on its
         business as now conducted  and as presently  proposed to be conducted,
         and is in good standing in each jurisdiction or place where the nature
         of  its  properties  or the  conduct  of its  business  requires  such
         registration or qualification, except where the failure to so register
         or qualify does not have a material  adverse  affect on the  condition
         (financial or otherwise),  business, properties, net worth, or results
         of  operations  of  the  Company.   The  copies  of  the  articles  of
         incorporation  and bylaws which have  previously  been provided to the
         Placement  Agent reflect all amendments made thereto at any time prior
         to the date of this Agreement and are correct and complete.

7.2.     Capital Stock and Related Matters.  The authorized,  issued, and
         outstanding  capital  stock  of the  Company  is as set  forth  in the
         Memorandum.  Except as set forth in the  Memorandum,  the Company does
         not  have   outstanding   any  stock  or  securities   convertible  or
         exchangeable for any units of its capital stock, and it is not subject
         to any obligation (contingent or otherwise) to repurchase or otherwise
         acquire  or  retire  any  units  of  its  capital  stock.  All  of the
         outstanding  units of the  Company's  capital  stock  have  been  duly
         authorized and validly issued, are fully paid and nonassessable. There
         are no preemptive  rights of  stockholders  with respect to the shares
         that would be issued in the event of conversion of the Units and, upon


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         issuance,  such  shares  will  be  validly  issued,  fully  paid,  and
         nonassessable.

7.3.     Authorizations, No Breach.  The execution,  delivery,  and  performance
         of  this  Agreement  and  all  other   agreements   and   transactions
         contemplated  hereby have been duly  authorized  by the Company.  This
         Agreement   and  all  other   agreements   contemplated   hereby  each
         constitutes a valid and binding obligation of the Company, enforceable
         in  accordance  with its terms.  The  execution  and  delivery  by the
         Company of this Agreement and all other agreements contemplated hereby
         and the  fulfillment  of and  compliance,  with the  respective  terms
         hereof and thereof by the  Company  are not and will not (i)  conflict
         with or result in a breach of the terms, conditions, or provisions of,
         (ii)  constitute a default under,  (iii) result in the creation of any
         lien, security interest,  charge, or encumbrance upon the Company's or
         any  subsidiary's  capital stock or assets  pursuant to, (iv) give any
         third party the right to accelerate any obligation  under,  (v) result
         in a  violation  of the  articles  of  incorporation  or bylaws of the
         Company, or any law, statute, rule, or regulation to which the Company
         is subject, or any agreement,  instrument,  order, judgment, or decree
         to which  the  Company  is  subject;  or  require  any  authorization,
         consent,  approval,  exemption,  or other  action by or notice to, any
         court or  administrative  or governmental body required to be filed as
         of the date of this representation.

7.4.     Financial  Statements.  The Memorandum  shall contain audited balance
         sheets of the  Company  as of the last  auditable  period  immediately
         prior to start  of the  private  placement,  and the  related  audited
         statements of operations,  stockholders' equity, and cash flows of the
         Company including the footnotes thereto,  together with the opinion of
         the independent  certified public  accountants,  with respect thereto.
         Such financial  statements shall have been prepared in accordance with
         generally  accepted  accounting   principles   consistently   followed
         throughout  the periods  indicated.  The  Memorandum  may also contain
         unaudited  financial  statements (the "Latest Financial  Statements").
         The balance  sheet of the Latest  Financial  Statements  shall present
         fairly, as of its date, the financial condition of the Company on such
         date.  The Company  shall not have had, as of the date of such balance
         sheets,  except as and to the extent  reflected  or  reserved  against
         therein (including the notes thereto),  any liabilities or obligations
         (absolute  or  contingent)  of a  nature  customarily  reflected  in a
         balance  sheet  or the  notes  thereto  prepared  in  accordance  with
         generally accepted accounting principles. The statements of operations
         of the Latest Financial  Statements shall present fairly,  the results
         of operations of the Company for the periods indicated. The statements
         of  stockholders'  equity  and  cash  flows  of the  Latest  Financial
         Statements  shall  present  fairly  the  information  which  should be
         presented  therein in accordance  with generally  accepted  accounting
         principles.  The  presentation of the Latest  Financial  Statements in
         accordance  with  regulation  S-X  promulgated  by the  Securities and
         Exchange Commission (the "Commission")  regarding the form and content
         of and  requirements  for  financial  statements  to be filed with the
         Commission  would not  materially  and  adversely  affect the reported
         amount of the Company's  assets,  stockholders'  equity, or results of
         operations as of any date or for any period included therein.

7.5.     Independent Public Accountants. The independent public accountants,
         whose  report  respecting  the  audited  financial  statements  of the
         Company is  included  in the  Memorandum  and who,  as expert,  having
         reviewed certain other  information of a financial nature contained in
         the Memorandum,  shall be independent  certified public accountants as
         required by the Securities Act.

7.6.     No Material Adverse Change. Except as set forth in the Memorandum,
         since the date of the Latest Financial  Statements,  there has been no
         material  adverse  change  in  the  Company's   financial   condition,


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         operating results,  business prospects,  employee relations,  customer
         relations, or otherwise,  other than changes occurring in the ordinary
         course  of  business  which  in the  aggregate  shall  have  not  been
         materially adverse to the Company.

7.7.     Absence of Certain Developments.

         7.7.1 Except as expressly provided by this Agreement and  except as
               disclosed in or contemplated by the Memorandum, since the date of
               the Latest Financial Statements the Company has not:

               (a)      issued any equity stock, bonds, or other securities;

               (b)      borrowed any amount or incurred or become subject
                        to any liabilities, except current liabilities
                        incurred in the ordinary course of business and
                        liabilities, under contracts entered into in the
                        ordinary course of business;

               (c)      discharged or satisfied any lien or encumbrance  or paid
                        any  obligation or liability,  other than current
                        liabilities paid in the ordinary course of business;

               (d)      declared or made any payment or  distribution  of cash
                        or other property to stockholders with respect to its
                        stock, or purchased or redeemed any units of its capital
                        stock,

               (e)      mortgaged or pledged any of its properties or assets, or
                        subjected them to any lien, security interest, charge,
                        or any other encumbrance, except liens for current
                        property taxes not yet due and payable,

               (f)      sold, assigned, or transferred any of its tangible
                        assets,  except in the ordinary course of business, or
                        canceled any debts or claims;

               (g)      sold, assigned, or transferred any patents, trademarks,
                        trade names, copyrights, trade secrets, or other
                        intangible assets, or disclosed any proprietary
                        confidential information to any person;

               (h)      suffered any extraordinary losses or intentionally
                        waived any rights of material value or compromised any
                        material claims, whether or not in the ordinary course
                        of business of consistent with past practice;

               (i)      made capital expenditures or commitments therefore that
                        aggregate in excess of $50,000;

               (j)      entered into any other transaction other than in the
                        ordinary course of business, or entered into any
                        other material transaction, whether or not in the
                        ordinary course of business,

               (k)      made charitable contributions or pledges, or

               (1)      suffered any damage, destruction, or casualty loss,
                        whether or not covered by insurance.

         7.7.2 The Company has not at any time made any political contributions,
               or any bribes, kickback payments, or other illegal payments.


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<PAGE>

7.8.     Assets

         7.8.1 Except as set forth in the Memorandum or the Latest Financial
               Statements,  the Company has good and  marketable  title to, or a
               valid leasehold  interest in, the material  properties and assets
               shown on the Latest Financial  Statements or in the Memorandum or
               acquired  thereafter,  free  and  clear  of all  material  liens,
               security  interests,  charges and encumbrances,  other than liens
               for  current  property  taxes  not  yet due  and  payable  and as
               disclosed in the Memorandum or the Latest Financial Statements.

         7.8.2 Except as set forth in the Memorandum, the Company's buildings,
               equipment, and other tangible assets are in good condition in all
               material  respects  and are  usable  in the  ordinary  course  of
               business.

         7.8.3 Except as set forth in the Memorandum, the Company owns, or has a
               valid leasehold interest in, all assets necessary for the conduct
               of its business as presently conducted.

7.9.     Material Contracts. Except as set forth in the Memorandum, the
         Company is not a party to any  material  contract  (meaning  thereby a
         contract materially affecting its business or properties).  No default
         of any  material  significance  exists  in  the  due  performance  and
         observance by the Company of any term,  covenant,  or condition of any
         such contract; all such contracts are in full force and affect and are
         binding on the parties thereto in accordance with their terms;  and to
         the  knowledge  of the  Company,  no other party to any such  material
         contract has threatened or instituted any action or proceeding wherein
         the Company is alleged to be in default thereunder.

7.10.    Tax Returns. Except as set forth in the Memorandum, the Company  has
         filed all federal,  state and local tax returns  which are required to
         be  filed  and has  paid  all  takes  shown  on such  returns  and all
         assessments  received  by it to the extent such taxes have become due.
         All taxes with  respect to which the  Company is  obligated  have been
         paid or provided for by adequate reserves.

7.11.    Proprietary  Rights.  Except as set forth in the  Memorandum,  the
         Company,  to  the  best  of  its  knowledge,  possesses  all  material
         proprietary rights necessary to the conduct of its business. Except as
         set  forth  in the  Memorandum,  (i) the  Company,  to the best of its
         knowledge,  owns all right,  title,  and  interest  in and to all such
         proprietary  rights,  (ii) there have been no claims made  against the
         Company  for  the  assertion  of the  invalidity,  abuse,  misuse,  or
         unenforceability  of any of  such  rights,  and  to  the  best  of the
         Company's  knowledge,  there are no  grounds  for the same,  (iii) the
         Company has not received a notice of conflict with the asserted rights
         of  others,  and  (iv) to the  best of the  Company's  knowledge,  the
         conduct of the Company's  business has not  infringed any  proprietary
         rights of others.

7.12.    Litigation, Etc. Except as set forth in the, Memorandum, (i) there
         are no actions, suits, proceedings, orders, investigations,  or claims
         pending or  threatened  against or affecting  the Company at law or in
         equity,  or  before  or by any  governmental  department,  commission,
         board,  bureau,  agency,  or,  instrumentality,   (ii)  there  are  no
         arbitration proceedings pending under collective bargaining agreements
         or otherwise;  (iii) there are no  governmental  inquiries  (including
         inquiries  as to the  qualification  of the Company to hold or receive


                                       9

<PAGE>

         any  license  or  permit),  and  (iv)  to the  best  of the  Company's
         knowledge, there is no basis for any of the foregoing.

7.13.    Brokerage. Except as set forth in the Memorandum, there are no clalims
         for brokerage  commissions,  finders' fees, or similar compensation in
         connection with the transactions  contemplated by this Agreement based
         on any arrangement or agreement binding upon the Company.  The Company
         will  pay,  and  hold  the  Placement  Agent  harmless  against,   any
         liability,  loss, damage, or expense  (including,  without limitation,
         attorneys'  fees and travel  and  out-of-pocket  expenses)  arising in
         connection with any such claim.

7.14.    Governmental Consent, Etc. No permit, consent, approval, or
         authorization  of, or declaration to or filing with, any  governmental
         authority is required in connection with the execution,  delivery, and
         performance  of this Agreement by the Company or the  consummation  by
         the Company of any other transactions  contemplated hereby,  except as
         have  been   obtained  or   accomplished   and  except  as   expressly
         contemplated herein or in the exhibits hereto.

7.15.    Compliance with Laws. Except as set forth in the Memorandum, the
         Company  is  not  in  violation  of  any  law  or  any  regulation  or
         requirements  which  might have a  material  adverse  effect  upon the
         Company's  business,  and the Company has not  received  notice of any
         such violation.

7.16.    Disclosure.  Neither  this  Agreement,  its  exhibits,  nor any of the
         attachments,  written statements,  documents,  certificates,  or other
         items  prepared  or  supplied  by  the  Company  with  respect  to the
         transactions  contemplated  hereby contains any untrue  statement of a
         material  fact  or  omits  a  material  fact  necessary  to  make  the
         statements contained herein or therein not misleading.  The Memorandum
         (i)  describes  accurately  in all  material  respects  the  business,
         condition  (financial and  otherwise),  and operations of the Company;
         (ii) contains substantially all information material to the purpose of
         the  Memorandum  to  the  extent  that  the  Company   possesses  such
         information, and (iii) contains no untrue statement of a material fact
         or omits to state any  material  fact  necessary  in order to make the
         statements,  in the  light of the  circumstances  in which  made,  not
         misleading.   The   Company   acknowledges   and   agrees   that   all
         responsibility for the accuracy and adequacy of information  contained
         in the Memorandum  (other than  information  relating to the Placement
         Agent made in reliance on and in conformity with information furnished
         to the  Company  in writing  by or on behalf of the  Placement  Agents
         expressly  for use therein)  shall be the sole  responsibility  of the
         Company and shall not be the  responsibility  of the Placement  Agent;
         and the Company  shall  promptly  take such steps as are or may become
         necessary to ensure the accuracy and adequacy thereto. Notwithstanding
         the foregoing,  with respect to projections  and other forward looking
         information,   if  any,  contained  in  the  Memorandum,  the  Company
         represents  only  that such  projections  and  other  forward  looking
         information were prepared in good faith,  that the Company believes it
         has a reasonable  basis for the  projections and other forward looking
         information  and the  assumptions  on which they are  based,  that the
         projections  represent  management's  estimate of possible  results of
         operations,  that  the  Company  is not  aware  of any  change  in its
         circumstances  or other fact that has occurred  that would cause it to
         believe that it will be unable to meet the  forecasts set forth in the
         Memorandum.

7.17.    Environmental  Matters.  The  Company is in  compliance  with all
         federal,  state,  local, and regional  statutes,  ordinances,  orders,
         judgments,  rulings,  and  regulations  relating to any  environmental
         matter of pollution or of  environmental  regulation or control to the
         extent that any failure to comply therewith or violation  thereof have


                                       10

<PAGE>

         resulted  or  may  result  in  material  actual  or  potential  fines,
         penalties,  or  liabilities,  and there are and have been no  material
         releases or  threatened  releases of "hazardous  substances"  into the
         environment,  as that  term  is  defined  in  section  101(14)  of the
         Comprehensive  Environmental  Response Compensation and Liability Act,
         as amended. The Company has no notice of any actual or claimed failure
         to comply with such statutes,  ordinances, orders, judgments, rulings,
         or regulations with respect to environmental matters.

7.18.    Material  Transactions or  Affiliations.  Every contract,  agreement,
         or arrangement  between the Company and any predecessor and any person
         who is or has ever been an  officer  or  director  of the  Company  or
         person owning of record,  or known by the Company to own beneficially,
         5% or more of the issued and  outstanding  common stock of the Company
         and which is to be performed in whole or in part after the date hereof
         or was entered  into within three years before the date hereof was for
         a bona fide  business  purpose of the Company,  and the amount paid or
         received,  whether  in cash,  in  services,  or in kind,  is, has been
         during  the full  term  thereof,  and is  required  to be  during  the
         un-expired  portion  of the term  thereof,  no less  favorable  to the
         Company  than terms  available  from  otherwise  unrelated  parties in
         arm's-length  transactions.  Each of the foregoing is  accurately  and
         completely described in the Memorandum.

7.19.    Use of Proceeds.  The Company  will apply the proceeds  from the sale
         of the  Units in the  manner  set  forth in the  Memorandum  under the
         caption "Use of Proceeds."

7.20.    Books and Records.  The books,  records and accounts of the Company and
         its subsidiaries  accurately and fairly reflect, in reasonable detail,
         the  transactions and  dispositions of their  respective  assets.  The
         system of internal  accounting  controls maintained by the Company and
         its subsidiaries is sufficient to provide  reasonable  assurances that
         (i) transactions are executed in accordance with management's  general
         or specific authorization; (ii) transactions are recorded as necessary
         (A) to permit preparation of financial  statements and (B) to maintain
         accountability,  for assets;  and (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 difference.

8.       Conditions to  Obligations  of the Company.  The  obligations  of the
         Company  under  this  Agreement  are,  at the  option of the  Company,
         subject to the satisfaction of each of the following conditions:

8.1.     Suitability  of  Purchasers.  The  Company has reason to believe and
         does  believe,  based on  information  provided to it by the Placement
         Agent or otherwise, that each prospective purchaser is qualified to be
         a purchaser  pursuant to the  suitability  standards  set forth in the
         Memorandum and all applicable federal and state securities laws

8.2.     Execution of Documents.  Each  prospective  purchaser has completed and
         executed  a   subscription   agreement  and  an  offeree   suitability
         questionnaire, all in such form that is acceptable to the Company.

8.3.     Certificate of Placement Agent. The Placement Agent shall have
         delivered to the Company executed certificates,  one certificate dated
         as  of  the  date  of  each  Closing,  duly  executed  by a  qualified
         representative of the Placement Agent, stating that the actions of the


                                       11

<PAGE>

         Placement  Agent  in  making  sales  of the  Units  have  been  (i) in
         conformance with the terms and conditions of the Memorandum,  and (ii)
         in compliance  with the  requirements  of federal  securities laws and
         applicable state securities laws regarding the manner of offering such
         Units.

8.4.     Acceptance of Subscribers. The Company,  in its good faith  discretion,
         has  accepted as  Investors  the  subscribers  to whom Units are to be
         issued at such Closing.

8.5.     Representations. Each representation and warranty of the Placement
         Agent contained in this Agreement or in any statement (including,  but
         not  limited  to  the  Memorandum   and  any  financial   statements),
         certificate, schedule, or other document delivered pursuant hereto, or
         in  connection  with  the  transactions   contemplated  hereby,  shall
         continue to be valid and shall be deemed to be made again at and as of
         the time of the Initial Closing and each additional  closing and shall
         then be valid in all material respects.

9.       Covenants of the Placement Agent.

9.1.     Best Efforts. The Placement Agent covenants and agrees to use its
         best efforts as the exclusive agent of the Company,  to offer and sell
         the Units;  but this  covenant  shall not  constitute an obligation or
         guarantee  to purchase  or sell any or all of the Units.  The right to
         offer and sell is subject  to and  limited  by the  conditions  in the
         Memorandum and this Agreement.

9.2.     Investor Privacy. The Placement Agent covenants and agrees to refrain
         from  soliciting  Investors  outside  of the  scope of this  Agreement
         without prior consent of the Company,  unless the Placement  Agent can
         demonstrate  a  relationship  between  the  Placement  Agent  and such
         Investors,   which   relationship  must  have  existed  prior  to  the
         contemplation of this Agreement.

9.3.     Compliance  with Securities Laws. The Placement  Agent  recognizes that
         the Company is relying on certain  exemptions  from  federal and state
         registration of this offering,  and therefore,  further  covenants and
         agrees that:

         9.3.1 It will comply with all the terms and conditions of the
               Memorandum and applicable state and federal  securities laws with
               which it must  comply  in order  to offer  and sell the  Units in
               compliance with the exemptions of the Units from the registration
               requirements of section 5 under sections 3(b), 4(2),  and/or 4(6)
               of the  Securities  Act and  regulation  D and  rules 505 and 506
               promulgated   under  the   Securities   Act  and  the  rules  and
               regulations  promulgated  pursuant thereto,  and other applicable
               state securities laws;

         9.3.2 It will maintain, and deliver a copy to the Company, a record of
               names and addresses of persons to whom it delivered a copy of the
               Memorandum,  and the  serial  number of each such  Memorandum  so
               delivered;

         9.3.3 It will obtain a manually executed Subscription Agreement and
               Suitability  Questionnaire  for each  prospective  purchaser  and
               shall assure that each such document has been completed;

         9.3.4 It will have a reasonable belief that each subscriber presented
               for  consideration  to the  Company  meets the  minimum  investor
               suitability  standards  set forth in the  Memorandum  and,  where
               applicable,   it  shall  have  a  reasonable   belief  that  each


                                       12

<PAGE>

               prospective purchase  represented to be an "accredited  investor"
               does meet the qualifications for an "accredited  investor" as set
               forth in regulation D.

         9.3.5 It will not offer or sell the Units by any form of general
               solicitation or general advertising,  including,  but not limited
               to, any advertisement; article, notice, or other communication in
               any media and any meeting or seminar  whose  attendees  have been
               invited by any general  solicitation or advertising as such terms
               are interpreted for purposes of regulation D and under applicable
               state securities laws;

         9.3.6 It shall not make any factual statement or  representation,
               whether written or oral,  concerning the Company,  this Offering,
               or the  Units  that  is  inconsistent  with  the  representations
               contained in the Offering materials presented to each prospective
               purchaser by the Company or approved in writing by the Company;

         9.3.7 It will exercise reasonable care to assure that the purchasers of
               the securities are not underwriters within the meaning of section
               2(11)  of  the  Securities  Act,  which  reasonable  care  may be
               demonstrated by the following:

               9.3.7.1. Reasonable  inquiry to determine if the  purchaser is
                        acquiring  the  securities  for himself or for other
                        persons;

               9.3.7.2. Written disclosure to each purchaser prior to sale that
                        the securities have not been  registered under the
                        Securities Act and, therefore, cannot be resold unless
                        they are registered under the Securities Act or
                        unless an exemption from registration is available; and

               9.3.7.3. Causing the placement of a legend on the certificate or
                        other document that evidences the Units stating that the
                        Units have not been registered under the Securities Act
                        and setting forth or referring to the restrictions on
                        transferability and sale of the Units.

         9.3.8 It will not accept subscriptions that, by such acceptance, would
               cause:  (i) the number of purchasers to exceed the maximum number
               of purchasers  allowed by regulation D or under  applicable state
               securities laws, or (ii) the aggregate  offering amount to exceed
               the limitations imposed by regulation D or under applicable state
               securities laws.

               Notwithstanding anything contained in the foregoing provisions of
               this section 9.3, or any other provisions of this Agreement,  the
               Company shall have responsibility with respect to determining the
               requirements of state laws and to comply with the exemptions from
               the securities registration or qualification requirements of such
               states with respect to any filings required to comply with such

10.      Representations and Warranties of the Placement Agent.  The Placement
         Agent represents and warrants that:

10.1.    Organization  and Corporate  Power. It is a corporation duly organized,
         validly  existing,  and in good standing under the law of the state of
         Nevada,  and has full  corporate  power and  authority to execute this
         Agreement and complete the transactions contemplated hereby.

10.2.    Registration. It is in good standing and duly registered so that it may
         undertake the acts and obligations  contemplated by this Agreement, in


                                       13

<PAGE>

         accordance with the rules and  regulations of the U.S.  Securities and
         Exchange Commission  ("SEC"),  and the securities laws and regulations
         of the Nevada  Secretary  of State  Securities  Division and any other
         state in which it is  contemplated  that the Placement Agent may offer
         and sell the Units.

10.3.    NASD Licensing.  It is a member in good standing of the National
         Association of Securities  Dealers,  Inc. ("NASD") and will be able to
         offer  and  sell  the  Units  in  compliance   with   exemptions  from
         registration  under which the  offering is to be  conducted  under the
         Securities Act and the relevant state  exemption from  registration or
         qualification  in each  state in which the Units  will be  offered  or
         sold, will have such licenses,  approvals,  and  authorizations in any
         states  in which  offers  or sales of the  Units are made at such time
         that any such offers or sales are made, and is subject to no statutory
         disqualification  provisions  including,  but  not  limited  to  those
         contained in Regulation Section 230.262.

10.4.    Authorizations. The execution, delivery, and performance of this
         Agreement has been duly authorized by all requisite  corporate  action
         on behalf of the  Placement  Agent,  and this  Agreement has been duly
         executed  and  delivered  and   constitutes   the  valid  and  binding
         obligation of the Placement Agent.

10.5.    No Breach.  The execution and delivery by the Placement  Agent of this
         Agreement,  the  performance by the Placement  Agent of this Agreement
         and the completion of the transactions  herein  contemplated  will not
         conflict  with or result in a breach of the terms of, or  constitute a
         default   under  or  violation  of,  any  law  or  regulation  of  any
         governmental  authority,  domestic  or  foreign,  or the  articles  of
         incorporation  or  bylaws  of the  Placement  Agent  or  any  material
         agreement or instrument to which the Placement  Agent is a party or by
         which  it is bound  or to  which  it is  subject,  nor will it give to
         others any  interests  or  rights,  including  rights of  termination,
         acceleration,  or  cancellation,  in of  with  respect  to  any of the
         properties,   assets,  agreements,   contracts,  or  business  of  the
         Placement Agent.

10.6.    Governmental Consent, Etc. No permit, consent, approval, or
         authorization  of, or declaration to, or filing with, any governmental
         authority is required in connection with the execution,  delivery, and
         performance  of  this   Agreement  by  the  Placement   Agent  or  the
         consummation  by  the  Placement  Agent  of  any  other   transactions
         contemplated hereby,  except as have been obtained or accomplished and
         except as expressly acknowledged herein or in the exhibits hereto.

10.7.    Litigation. The Placement Agent is not aware of any litigation or
         threatened  litigation,  regulatory proceeding or order,  disciplinary
         proceeding  or claim of  violation,  or any known basis for any of the
         foregoing  that could  materially  affect the ability of the Placement
         Agent to carry out its functions as Placement  Agent  contemplated  by
         this Agreement.

11.      Conditions to Obligations of  Placement  Agent.  The obligations of the
         Placement  Agent  under  this  Agreement  are,  at the  option  of the
         Placement  Agent,  subject  to the  satisfaction  at or  prior  to the
         Initial  Closing and through each additional  closing,  of each of the
         following conditions,

11.1.    Statutory Compliance/Consents. All statutory requirements for the
         valid  completion of the  transactions  contemplated by this Agreement
         shall have been fulfilled, all authorizations, consents, and approvals
         of all federal,  state, local, and foreign  governmental  agencies and
         authorities,  and any  membership in a regulatory  or  self-regulatory
         organization required to be obtained in order to permit the completion
         of the  transactions  contemplated  by this Agreement  shall have been
         obtained.



                                       14

<PAGE>

11.2.    No Material Adverse Clause. The business, properties, or operations of
         the Company shall not have been adversely affected in any material way
         as a result of any fire, accident,  or other casualty or extraordinary
         natural occurrence and there shall not have been incurred any material
         adverse change in the business,  properties, results of operations, or
         financial condition of the Company.

11.3.    Litigation. There shall not be any action, proceeding, investigation,
         or pending or  threatened  litigation or  arbitration,  the purpose of
         which is to enjoin or may be to enjoin the  transactions  contemplated
         by this Agreement or which would have the effect,  if  successful,  of
         imposing material liability on the Company,  or any of its officers or
         directors thereof,  or the Placement Agent,  because of the completion
         of the transactions contemplated by this Agreement.

11.4.    Representations. Each representation and warranty of the Company
         contained in this  Agreement or in any statement  (including,  but not
         limited to the Memorandum and any financial Statements),  certificate,
         schedule,   or  other  document   delivered  pursuant  hereto,  or  in
         connection with the transactions  contemplated  hereby, shall continue
         to be valid and shall be deemed to be made again at and as of the time
         of the Initial Closing and each  additional  closing and shall then be
         valid in all material respects.

11.5.    Company Compliance. The Company shall have performed and complied in
         all material  respects with each and every  covenant,  agreement,  and
         condition  required by this Agreement to be performed or complied with
         by it prior to or at the initial closing and each additional closing.

11.6.    Officers'  Certification.  The Company shall have  delivered to the
         Placement  Agent  certification  as of the date of the  Closing  which
         acknowledges   the   fulfillment   of  the  conditions  set  forth  in
         subsections 11.1, 11.2, 11.3, 11.4, and 11.5 hereof.

11.7.    Direction to Escrow Agent. The Company shall have directed the
         Escrow Agent to pay directly to the Placement Agent at the Closing any
         amounts due the  Placement  Agent as of such Closing  pursuant to this
         Agreement, upon request of the Placement Agent.

11.8.    Further  Certificates.  The Company  shall furnish or cause to have
         furnished  to  the  Placement  Agent  at  such  Closing  such  further
         certification(s)  and/or  documents as the Placement  Agent shall have
         reasonably requested.

12.      Compensation to Placement Agent; Expenses of Offering.

12.1.    Payment of Fees and Commissions.  Subject to the terms, conditions, and
         covenants of this  Agreement,  the Company  shall pay to the Placement
         Agent, the following:

        12.1.1 A  non-accountable  expense  allowance of $30,000 payable
               immediately upon execution of this Agreement by the Company;

        12.1.2 A commission from the sale of the Units subject to the sale of
               the Minimum Offering calculated as follows:

               12.1.2.1. 0.5% of the gross proceeds from the sale of the Units
                         to  Investors  that,  for  purposes of meeting  certain
                         requirements  for exemption  from  registration,  are
                         known personally to the Company;


                                       15

<PAGE>


               12.1.2.2. 5% of the gross  proceeds from the sale of the Units to
                         Investors  that,  for purposes of meeting certain
                         requirements for exemption from  registration,  are
                         known personally to the Placement Agent; or

               12.1.2.3. 0.5% of the gross  proceeds  from the sale of the Units
                         if the  Placement  Agent  cannot  clearly determine
                         whether 12.1.2.1  or 12.1.2.2 above applies.

        12.1.3 A flat fee of $15,000 subject to the sale of the Minimum Offering
               payable by the Company  immediately  upon closing of the Offering
               pursuant to this Agreement;

        12.1.4 Up to 25,000 shares of Common Stock of the Company to be issued
               by the Company to the Placement Agent immediately upon closing of
               the Offering  pursuant to this  Agreement,  which shares shall be
               restricted subject to applicable rules and regulations, including
               NASD Conduct Rule  2710(c)(7)(A).  The actual number of shares of
               Common Stock of the Company to be issued to the  Placement  Agent
               shall be the lower of 25,000 shares or the maximum  allowed under
               NASD  Conduct  Rule   2710(c)(6)(B)(xi)   (the  "stock  numerical
               limitation").  If, prior to the closing of the Offering  pursuant
               to this Agreement,  the Company effects a stock split, declares a
               stock dividend, or makes another proportionate  adjustment to the
               number of issued and  outstanding  shares of Common  Stock of the
               Company,  the  maximum  number of  shares of Common  Stock of the
               Company to be issued to the  Placement  Agent  shall be  adjusted
               equitably and proportionately.

12.2.    Company Offering Expenses. The Company will pay all its costs and
         expenses  in  connection  with the  private  placement  of the  Units,
         including,  but not limited to,  accountants' fees, legal fees, escrow
         fees,   printing  and  distribution  costs,  travel  expenses  of  its
         employees, miscellaneous sales expenses, and filing fees, if any.

12.3.    Placement  Agent  Expenses.  The Placement Agent will be responsible
         for the payment of all fees and expenses, other than those referred to
         in 12.1 reasonably  incurred by it in performing its obligations
         hereunder.

13.      Indemnification

13.1.    Company Indemnification.  The Company will indemnify and hold  harmless
         the  Placement  Agent  against  any  losses,   claims,   damages,   or
         liabilities, joint or several, to which the Placement Agent may become
         subject,  insofar as such losses, claims,  damages, or liabilities (or
         actions in respect  thereof) arise out of or are based upon any untrue
         statement or alleged untrue  statement of a material fact contained in
         the Memorandum or any amendment or supplement thereto, or arise out of
         or are based upon the omission or alleged  omission to state therein a
         material fact  required to be stated  therein or necessary to make the
         statements  therein not  misleading,  and will reimburse the Placement
         Agent  for any  legal or other  expenses  reasonably  incurred  by the
         Placement Agent in connection with investigating or defending any such
         action or claim;  provided,  however,  that the  Company  shall not be
         liable in any case to the extent that any such loss, claim, damage, or
         liability  arises  out of or is  based  upon an  untrue  statement  or
         alleged untrue  statement or omission or alleged  omission made in the
         Memorandum  or such  amendment or  supplement  in reliance upon and in
         conformity  with written  information  furnished to the Company by the
         Placement  Agent directly or through the Placement Agent expressly for
         use   therein;   provided   further,   that  in  no  event  shall  the
         indemnification  agreement  contained in this subsection  inure to the


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<PAGE>

         benefit  of  the  Placement  Agent  (or  any  person  controlling  the
         Placement   Agent)  on  account  of  any  losses,   claims,   damages,
         liabilities, or actions arising from the sale of the Units pursuant to
         the  Offering  to any person by the  Placement  Agent if such  losses,
         claims,  damages,  liabilities,  or options arise out of, or are based
         upon, an untrue  statement or omission or alleged untrue  statement or
         omission in the  Memorandum  or any  amendment or  supplement  thereto
         based upon and in conformity with written information furnished to the
         Company by the Placement Agent specifically for use therein.

         The indemnity agreement in this subsection shall be in addition to any
         liability  which the Company may otherwise  have and shall extend upon
         the same terms and conditions to each officer, director, or partner of
         the  Placement  Agent and to each  person,  if any,  who  controls the
         Placement  Agent  within the  meaning of section 15 of the  Securities
         Act.

13.2.    Placement  Agent  Indemnification.  The Placement  Agent will indemnify
         and hold harmless the Company against any losses, claims,  damages, or
         liabilities  to which the Company may become  subject  insofar as such
         losses,  claims,  damages,  or  liabilities  (or  actions  in  respect
         thereof) arise out of or are based upon an untrue statement or alleged
         untrue statement of a material fact contained in the Memorandum or any
         amendment or supplement thereto, or arise out of or are based upon the
         omission or alleged omission to state therein a material fact required
         to be stated therein or necessary to make the  statements  therein not
         misleading,  in each case to the extent, but only to the extent,  that
         such  untrue  statement  or alleged  untrue  statement  or omission or
         alleged  omission  was  made in the  Memorandum  or any  amendment  or
         supplement  thereto,  in reliance upon and in conformity  with written
         information furnished to the Company by such Placement Agent expressly
         for use therein.

         The indemnity  agreement in this  subsection 13.2 shall be in addition
         to any  liability  which the Placement  Agent may  otherwise  have and
         shall extend, upon the same terms and conditions,  to each officer and
         director of the Company and to each  person,  if any, who controls the
         Company within the meaning of the Securities Act.

13.3.    Notice of Claim. Promptly after receipt by an indemnified party under
         subsection  13.1 or 13.2 of notice of the  commencement of any action,
         such  indemnified  party shall, if a claim in respect thereof is to be
         made  against an  indemnifying  party under this  section,  notify the
         indemnifying  party in writing of the  commencement  thereof;  but the
         omission so to notify the indemnifying party shall not relieve it from
         any liability  which it may have to any  indemnified  party  otherwise
         than under this section.

         In case any such action shall be brought against any indemnified party
         and it  shall  notify  the  indemnifying  party  of  the  commencement
         thereof,  the  indemnifying  party shall be  entitled  to  participate
         therein and, to the extent that it shall wish,  jointly with any other
         indemnifying party similarly notified,  to assume the defense thereof,
         with counsel  satisfactory to such indemnified party; and after notice
         from the indemnifying  party to such indemnified party of its election
         so to assume the defense thereof,  the indemnifying party shall not be
         liable to such  indemnified  party under this section for any legal or
         other  expenses  subsequently  incurred by such  indemnified  party in
         connection  with the defense  thereof other than  reasonable  costs of
         investigation.

14.      Miscellaneous.

14.1.    Expenses.  The Company will pay, and hold the Placement Agent harmless
         against  liability for the payment of (i) reasonable fees and expenses
         incurred with respect to any  amendments  or waivers  requested by the


                                       17

<PAGE>

         Company (whether or not the same become effective) under or in respect
         of this  Agreement,  the Units, or the other  agreements  contemplated
         hereby;  (ii) stamp and other taxes which may be payable in respect to
         the  execution  and  delivery  of  this  Agreement  or  the  issuance,
         delivery,  or sales of the Units or any units of Common stock issuable
         on conversion  of the Units;  and (iii)  reasonable  fees and expenses
         incurred, as against the Company, in respect of the enforcement of the
         rights  granted  under  this  Agreement,   the  Units,  or  the  other
         agreements contemplated hereby.

14.2.    Notice.  All notices or demands shall be in writing and shall be served
         personally, te1egraphically, or by express or certified mail. Services
         shall be deemed conclusively made at the time of service if personally
         served; at the time that the telegraphic agency confirms to the sender
         delivery thereof to the addressee if served telegraphically;  48 hours
         after deposit thereof in the United States mail properly addressed and
         postage prepaid,  return receipt requested, if served by express mail;
         and five  days  after  deposit  thereof  in the  United  States  mail,
         properly addressed and postage prepaid,  return receipt requested,  if
         served by certified mail; if sent by facsimile transmission, confirmed
         with a written copy thereof sent by overnight express delivery;  or if
         sent by  overnight  express  delivery.  Any  notice  or  demand to the
         parties shall be given to:

                  To the Company:

                  OneCap
                  5450 West Sahara, 2nd Floor
                  Las Vegas, Nevada 89146
                  Attn: Vincent W. Hesser
                  Telecopy: (702) 948-1202

                  To the Placement Agent:

                  NevWest Securities Corporation
                  2654 West Horizon Ridge Parkway Suite B-3
                  Henderson, Nevada 89052
                  Attn: Antony M. Santos, Esq.
                  Telecopy: (702) 257-4651

         Any party may change its address by providing  written  notice of such
         change to the other parties hereto.

14.3.    Remedies. The Placement Agent and the Company will have all rights
         and remedies set forth in this Agreement. Any person having any rights
         under any  provision  of this  Agreement  will be  entitled to enforce
         these rights specifically,  to recover damages by reason of any breach
         of any provision of this  Agreement,  and to exercise all other rights
         granted by law.

14.4.    Consent to Amendments and Waivers. Except as otherwise expressly
         provided herein, the provisions of this Agreement may be amended,  and
         the Company or the Placement  Agent,  as the case may be, may take any
         action herein  prohibited,  or omit to perform any act herein required
         to be performed by it, only if it has obtained the written  consent of
         the other.  No course of dealing between the Company and the Placement
         Agent or any delay in exercising any rights  hereunder will operate as
         a waiver of any rights of the Placement Agent or the Company.



                                       18

<PAGE>

14.5.    Survival of Representations and Warranties. All representations and
         warranties  contained  herein  or  made in  writing  by any  party  in
         connection  herewith  will survive the  execution and delivery of this
         Agreement regardless of any investigation made by the Placement Agent,
         the Company, or on their respective behalves.

14.6.    Successors and Assigns. Except as otherwise expressly provided
         herein, all covenants and agreements contained in this Agreement by or
         on  behalf  of any of the  parties  hereto  will bind and inure to the
         benefit of the respective successors and assigns of the parties hereto
         whether so expressed or not.

14.7.    Entire Agreement, Amendments. This Agreement and the Exhibits and
         Schedules  referred  to herein and the  documents  delivered  pursuant
         hereto  contain the entire  understanding  of the parties  hereto with
         regard  to  the  subject  matter  contained  herein  or  therein,  and
         supercedes all prior  agreements,  understandings or letters of intent
         between of among any of the parties  hereto.  This Agreement shall not
         be amended,  modified or supplemented  except by a written  instrument
         signed by an authorized representative of each of the parties hereto.

14.8.    Severability. Whenever possible, each provision of this Agreement will
         be  interpreted  in a  manner  as  to be  effective  and  valid  under
         applicable  law, but if any provision of this  Agreement is held to be
         prohibited by or invalid Linder applicable law, that provision will be
         ineffective  only to the  extent  of the  prohibition  or  invalidity,
         without invalidating the remainder of this Agreement.

14.9.    Term and Termination. This Agreement shall terminate on the first to
         occur of the sale of all Units to be offered and sold pursuant  hereto
         or the expiration of 180 days after the date hereof,  unless  extended
         for up to 30  additional  days on the agreement of the Company and the
         Placement  Agent, in which event this Agreement shall terminate an the
         expiration of such extension.

14.10.   Counterparts.  This  Agreement  may be  executed  in two or more
         counterparts, any one of which need not contain the signatures of more
         than one party,  but all  counterparts  taken together will constitute
         one and the same Agreement.

14.11.   Descriptive  Heading.  The descriptive  headings of this Agreement are
         inserted  for  convenience  only and do not  constitute a part of this
         Agreement.

14.12.   Governing  Law. The  construction,  validity,  and  interpretation  of
         this Agreement and the exhibits and schedules  hereto will be governed
         by the laws of the state of Nevada.

14.13.   Final  Approval.  This Agreement in its entirety,  is subject to final
         written   authorization  by  the  then  General  Counsel  for  NevWest
         Securities  Corporation (the Placement Agent) and is contingent upon a
         satisfactory  due diligence  review by the Placement Agent which shall
         have the  discretion  to proceed  with the  offering  as  contemplated
         herein or terminate  its services  depending  upon its findings in the
         process of  conducting  a due  diligence  review of the  Company.  Any
         accountable expense amounts expended in the process of conducting this
         due  diligence  review shall be retained by the Placement  Agent.  Any
         amount not otherwise  expended shall be returned to the Company within
         ten (10) days of written  notice from the Placement  Agent  indicating
         its election not to proceed.



                                       19

<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be
effective on the date first written above.

OneCap



Signature:             /s/ Vincent Hesser, President        Date: July 16, 2001

                           Vincent Hesser, President



NevWest Securities Corporation



Signature:             /s/ Sergey Rumyantsev                Date: July 16, 2001

                           Sergey Rumyantsev, President & CEO