STOCK PURCHASE AGREEMENT

      THIS STOCK PURCHASE  AGREEMENT (the  "Agreement") is made and entered into
as of January  13,  2006,  by and  between  360 Global  Wine  Company,  a Nevada
corporation   ("Buyer"),   and   ________________   ("Seller").   Certain  other
capitalized  terms  used in this  Agreement  are  defined  in Exhibit A attached
hereto.

                                    RECITALS

      A. Seller is the record and beneficial owner of ________ shares (the
"Shares")  of  common  stock of First  Montauk  Financial  Corp.,  a New  Jersey
corporation ("FMFC").

      B. Seller  desires to sell to Buyer,  and Buyer  desires to purchase  from
Seller, all of the outstanding Shares of capital stock of FMFC held by Seller.

      NOW, THEREFORE, in consideration of the mutual promises,  representations,
warranties,  covenants and  agreements  contained  herein,  the parties  hereto,
intending to be legally bound, hereby agree as follows:

                                    ARTICLE 1
                                 THE TRANSACTION

      1.1 Sale and  Purchase  of  Shares.  At the  Closing,  upon the  terms and
subject to the  conditions of this  Agreement,  Seller shall sell to Buyer,  and
Buyer  shall  purchase  from  Seller,  all of the  Shares  held  by  Seller.  As
consideration  and in  exchange  for the  Shares,  Buyer  shall  pay to Seller a
purchase price of __________ (which is based on $1.75 per share of FMFC stock to
be  purchased)  (the  "Purchase  Price") in shares of the Common  Stock of Buyer
("Buyer Common Stock") in accordance with this Section 1.1. Buyer shall instruct
its transfer agent to issue to Seller the number of whole shares of Buyer Common
Stock,  rounded  down to the nearest  whole share,  equal to the Purchase  Price
divided  by the  average  closing  sale  price per share of Buyer  Common  Stock
reported on the OTC Bulletin Board for the sixty (60) trading days prior to (and
not including) the Closing Date (the "Common Stock Payment"); provided, however,
in the event  that such  average  trading  price is below  $3.50 per share (on a
post-Reverse Stock Split basis), then the per-share price in the denominator for
the  calculation of the number of shares of Buyer Common Stock payable  pursuant
to this sentence shall be $3.50. The Common Stock Payment shall be issued in the
name of Seller and for the  number of shares of Buyer  Common  Stock  determined
from the Purchase Price, and Buyer shall cause  certificates  representing  such
Common  Stock  Payments  to be sent  by  overnight  delivery  to  Seller  at the
addresses set forth in Section 8.1 below.  The Buyer Common Stock will be issued
pursuant to an exemption from registration  under the Securities Act and will be
restricted securities, as such term is defined in Rule 144 promulgated under the
Securities Act.

      1.2 Closing.  The closing of the sale of the Shares (the "Closing")  shall
take  place at the  offices of Bryan  Cave LLP at 2020 Main  Street,  Suite 600,
Irvine,  California  92614 and at such  other time and place as Buyer and Seller
agree upon orally or in writing (the "Closing  Date");  provided,  however,  the
Closing  shall be no later no later  than  April 15,  2006,  subject to a 30-day
extension  from such date by if requested by either Buyer or Seller,  so that in
no event shall the Closing Date be later than May 15, 2006.

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                                    ARTICLE 2
                    REPRESENTATIONS AND WARRANTIES OF SELLER

      Seller hereby represents and warrants that:

      2.1  Authorization  and Validity of  Agreement.  Seller has all  requisite
power and  authority to execute and deliver the  Agreement  and to carry out and
perform its obligations under the terms of the Agreement. All action on the part
of Seller necessary for the authorization,  execution,  delivery and performance
of the Agreement,  and the performance of all of Seller's  obligations under the
Agreement, have been taken or will be taken prior to the Closing. The Agreement,
when executed and delivered by Seller, will constitute valid and legally binding
obligations of Seller,  enforceable in accordance with their terms,  except that
(i)  such   enforcement   may  be   subject  to  any   bankruptcy,   insolvency,
reorganization,  moratorium, fraudulent transfer or other Laws, now or hereafter
in effect,  relating to or limiting  creditors'  rights  generally  and (ii) the
remedy of specific  performance  and  injunctive  and other  forms of  equitable
relief,  may be subject to equitable defenses and to the discretion of the court
before which any proceeding therefore may be brought.

      2.2 Government Authorization. No consent, approval, authorization,  order,
filing,  registration  or  qualification  of or  with  any  court,  governmental
authority  or third  person is required  to be obtained by Seller in  connection
with the execution and delivery of the Agreement by Seller or the performance of
Seller's obligations hereunder.

      2.3 Ownership of Shares. Seller is the sole beneficial and record owner of
the number of such  Shares,  and at the  Closing  Seller will sell and convey to
Buyer the number of such Shares,  set forth in the  Recitals,  free and clear of
any Liens,  other than  restrictions  imposed by federal  and  applicable  state
securities  laws which do not  constitute  an impediment to the transfer of such
Shares  to Buyer  pursuant  to this  Agreement.  Seller  has not,  and as of the
Closing  Seller shall not have,  sold or  otherwise  disposed of, or granted any
options or rights to purchase,  and Seller has not, and as of the Closing  shall
not have,  entered  into any  agreement  obligating  Seller to sell or otherwise
dispose  of, or to grant  options  or rights to  purchase,  any of such  Shares,
except to Buyer.

      2.4 No Violation.  The  execution,  delivery and  performance by Seller of
this Agreement and the consummation of the transactions  contemplated  hereby do
not and will not (i)  contravene  or conflict  with or constitute a violation of
any provision of any Law, judgment,  injunction, order or decree binding upon or
applicable  to Seller,  (ii)  require the consent or other  action of any Person
under,  constitute a Default  under,  or give rise to any right of  termination,
cancellation  or  acceleration of any right or obligation of Seller or to a loss
of any benefit to which Seller is entitled  under any  provision of any Material
agreement  or other  instrument  binding  upon  Seller;  or (iv)  result  in the
creation or imposition of any Material Lien on any Asset of Seller.

                                       2
<PAGE>

      2.5 Banking and Finders'  Fees.  There is no  investment  banker,  broker,
finder or other intermediary, which has been retained by or is authorized to act
on behalf of Seller who might be entitled to any fee or commission in connection
with the transactions contemplated by this Agreement.

      2.6 Investment Representations.

            (a) Seller  understands that the shares to Buyer Common Stock issued
pursuant  to Section 1.1 of the  Agreement  have not been  registered  under the
Securities  Act  by  reason  of  a  specific  exemption  from  the  registration
provisions of the Securities Act, the  availability of which depends upon, among
other things,  the bona fide nature of the investment intent and the accuracy of
Seller's  representations as expressed herein or otherwise made pursuant hereto.
Seller is acquiring the Buyer Common Stock for its own account, not as a nominee
or agent,  for  investment  and not with a view to, or for resale in  connection
with,  any  distribution  or public  offering  thereof within the meaning of the
Securities Act.

            (b) Seller  understands that the shares of Buyer Common Stock issued
pursuant to this  Agreement will be  "restricted  securities"  under the federal
securities  Laws inasmuch as the Buyer Common Stock is being acquired from Buyer
in a transaction  not involving a public  offering and that under such Laws such
shares of Buyer Common Stock may not be resold  without  registration  under the
Securities  Act or an  exemption  therefrom.  The shares of Buyer  Common  Stock
issued pursuant to this Agreement will be endorsed with a legend to such effect.

            (c) Seller has substantial experience in evaluating and investing in
private  placement  transactions of securities in companies similar to Buyer and
acknowledges  that  Seller  can  protect  its own  interests.  Seller  has  such
knowledge and  experience  in financial  and business  matters so that Seller is
capable of evaluating the merits and risks of its investment in Buyer.

            (d)  Seller  has  been  furnished  with and has had  access  to such
information as it has  considered  necessary to make a  determination  as to the
purchase of the Buyer Common Stock.

            (e) Seller is an  "accredited  investor"  within the meaning of Rule
501 of Regulation D promulgated under the Securities Act.

                                    ARTICLE 3
                     REPRESENTATIONS AND WARRANTIES OF BUYER

      Buyer represents and warrants to Seller that:

      3.1 Corporate  Existence and Power. Buyer is a corporation duly organized,
validly  existing and in good standing  under the laws of Nevada.  Buyer has all
requisite  corporate  powers  and  authority  and  all  governmental   licenses,
authorizations,  permits,  consents  and  approvals  required to own,  lease and
operate its properties and to carry on its business as now conducted, except for
those licenses,  authorizations,  permits, consents and approvals the absence of
which  would not,  individually  or in the  aggregate,  have a Material  Adverse
Effect on Buyer.

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<PAGE>

      3.2 Corporate  Authorization.  Buyer has the corporate power and authority
to execute and  deliver  this  Agreement  to which it is or will be party and to
consummate the transactions  contemplated hereby and thereby.  The execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby have been duly and validly  authorized by all requisite  corporate action
on the part of Buyer.  This  Agreement,  when  executed and  delivered by Buyer,
constitutes a valid and binding agreement of Buyer, enforceable against Buyer in
accordance with their respective terms,  except that (a) such enforcement may be
subject to any bankruptcy,  insolvency,  reorganization,  moratorium, fraudulent
transfer  or other laws,  now or  hereafter  in effect,  relating to or limiting
creditors'  rights  generally,  and (b) the remedy of specific  performance  and
injunctive  and other forms of  equitable  relief,  may be subject to  equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought.

      3.3  Governmental  Consent.  No consent,  approval or  authorization of or
designation,  declaration or filing with any governmental  authority on the part
of Buyer is required in connection with the valid execution and delivery of this
Agreement  and the  issuance  of the shares of Buyer  Common  Stock  pursuant to
Section  1.1 of the  Agreement,  or the  consummation  of any other  transaction
contemplated  by this  Agreement,  except the  filing of such  notices as may be
required  under the  Securities  Act and such  filings as may be required  under
applicable state securities laws.

      3.4 No Violations. Neither the execution, delivery and performance of this
Agreement  by  Buyer  nor  the   consummation  by  Buyer  of  the   transactions
contemplated  hereby  will (a)  conflict  with or  result  in any  breach of any
provision of Buyer's Articles of  Incorporation or Bylaws (or similar  governing
documents),  (b)  result in a  violation  or breach of, or  constitute  (with or
without due notice or lapse of time or both) a Default under,  any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, lease, license,
contract,  agreement or other instrument or obligation to which Buyer is a party
or (c) violate any order, writ,  injunction,  decree or Law applicable to Buyer,
except in the case of (b) or (c) for  violations,  breaches  or  Defaults  which
would not have a Material  Adverse  Effect on the ability of Buyer to consummate
the transactions contemplated by this Agreement.

      3.5 SEC Filings of Buyer. To the Knowledge of Buyer,  Buyer has filed with
the SEC all reports  required to be filed by it since  January 1, 2005 (the "SEC
Filings").  To the  Knowledge  of Buyer,  the SEC  Filings  (a)  complied in all
Material  respects with the  requirements of the Securities Act and the Exchange
Act as the case may be at the time they were filed (or if amended or  superseded
by a  filing  prior  to the  date of this  Agreement,  then on the  date of such
filing)  and (b) did not as of the  time  they  were  filed  (or if  amended  or
superseded by a filing prior to the date of this Agreement,  then on the date of
such filing)  contain any untrue  statement of Material  fact or omit to state a
Material  fact  required to be stated  therein or necessary in order to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.

      3.6 Banking and Finders' Fees. There is and will be no investment  banker,
broker,  finder or other intermediary retained by or authorized to act on behalf
of  Buyer  who  might be  entitled  to any fee or  commission  from  Buyer  upon
consummation of the transactions contemplated by this Agreement.

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<PAGE>

      3.7 Investment Representations.  Buyer understands that Seller is entering
into this  Agreement  with Buyer in  reliance  upon  Buyer's  representation  to
Seller,  which, by Buyer's  execution of this  Agreement,  Buyer hereby confirms
that the Shares will be acquired for investment for Buyer's own account,  not as
a nominee  or agent,  and not with a view to the resale or  distribution  of any
part thereof,  and that Buyer has no present intention of selling,  granting any
participation  in,  or  otherwise  distributing  the  same.  By  executing  this
Agreement,  Buyer  further  represents  that Buyer  does not have any  contract,
agreement  or   arrangement   with  any  person  to  sell,   transfer  or  grant
participations  to such person or to any third party, with respect to any of the
Shares.

                                    ARTICLE 4
                            COVENANTS OF THE PARTIES

      4.1 Reasonable Efforts.  The parties further agree to use their respective
best efforts to take, or cause to be taken, all actions,  and to do, or cause to
be done, and to assist and cooperate with the other parties in doing, all things
necessary,  proper or advisable to consummate  and make  effective,  in the most
expeditious manner practicable, the transactions contemplated by this Agreement,
including  (A) the  obtaining  of all other  necessary  actions  or  nonactions,
waivers, consents, licenses, permits, authorizations,  orders and approvals from
governmental authorities and the making of all other necessary registrations and
filings,  (B) the  obtaining  of all  consents,  approvals or waivers from third
parties related to or required in connection with the transactions  contemplated
by this  Agreement,  (C) the  satisfaction  of all  conditions  precedent to the
parties'  obligations  hereunder,  and (D) the  execution  and  delivery  of any
additional instruments necessary to consummate the transactions contemplated by,
and to fully carry out the purposes of, this Agreement.

      4.2 Public  Announcements.  Except as  otherwise  agreed to by the parties
hereto,  the  parties  hereto  shall not issue any  report,  statement  or press
release or otherwise make any public  statements  with respect to this Agreement
and the transactions  contemplated hereby,  except as may be required by Law, in
which case the parties  will use their  reasonable  best efforts to reach mutual
agreement as to the language of any such report, statement or press release.

      4.3 Blue Sky Laws.  Buyer shall take any action required to be taken under
any applicable  provincial or state  securities laws (including "Blue Sky" laws)
in  connection  with the  issuance of the Buyer  Common  Stock  pursuant to this
Agreement;  provided,  however,  that Buyer shall not be required to register or
qualify as a foreign  corporation or to take any action that would subject it to
service  of  process  in any  jurisdiction  where any such  entity is not now so
subject, except as to matters and transactions arising solely from the offer and
sale of Buyer Common Stock.

      4.4 Registration Rights.

            (a)  Mandatory  Registration.  Buyer  shall  file  with  the  SEC  a
registration  statement on Form SB-2 (or, if Form SB-2 is not then  available to
Buyer, on such form of  registration  statement as is then available to effect a
registration for resale of the Registrable  Securities),  registering all of the
Registrable  Securities  for  resale  within 10  business  days of the date that
Buyer's  registration  statement on Form SB-2 (registration file no. 333-127239)
has been  declared  effective by the SEC. If Form SB-2 is not  available at that
time,  then Buyer  will file a  registration  statement  on such form as is then
available to effect a registration of all of the Registrable Securities.

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<PAGE>

            (b)  Piggyback  Rights.  If,  at any time  prior to the  filing of a
registration statement covering all of the Registrable Securities, Buyer decides
to  register  any of its  securities  for its own  account or for the account of
others,  (but  without  any  obligation  to do so) Buyer  proposes  to  register
(including  for this purpose a registration  effected by Buyer for  stockholders
other than Seller) any of its securities  under the Securities Act in connection
with the  public  offering  of such  securities  solely for cash  (other  than a
registration  relating  solely to the sale of  securities to  participants  in a
Buyer  stock  plan  or a  registration  on  any  form  which  does  not  include
substantially  the same  information  as would be  required  to be included in a
registration statement covering the sale of the Registrable  Securities),  Buyer
shall, at such time,  promptly give Seller written notice of such  registration.
Upon the written  request of Seller given within  twenty (20) days after mailing
of such notice by Buyer in accordance with Section 8.1, Buyer shall,  subject to
the provisions of Section  4.4(f),  cause to be registered  under the Securities
Act,  and  included  in  any  underwriting  involved,  all  of  the  Registrable
Securities  that such Seller has requested to be  registered.  The provisions of
this Section  4.4(b) shall not apply to Buyer's  Registration  Statement on Form
SB-2  (including the filing of any amendments and supplements  thereto,  whether
before  or after  the  Closing  Date)  filed  with  the SEC on  August  5,  2005
(registration file no. 333-127239).

            (c) Obligations of Buyer.  Whenever  required under this Section 4.4
to effect the registration of any Registrable Securities, Buyer, at its expense,
shall, as expeditiously as reasonably possible:

                  (i)  Prepare  and file with the SEC a  registration  statement
with respect to such Registrable  Securities and use its reasonable best efforts
to cause such  registration  statement to become  effective and,  subject to the
proviso in this Section 4.4(c)(i),  keep such registration  statement  effective
for a period of up to ninety (90) days or until the distribution contemplated in
the  registration  statement  has  been  completed;   provided,   however,  that
applicable  rules under the  Securities  Act governing the  obligation to file a
post-effective  amendment permit,  in lieu of filing a post-effective  amendment
that (i) includes any prospectus  required by Section 10(a)(3) of the Securities
Act, or (ii) reflects  facts or events  representing  a material or  fundamental
change  in  the  information  set  forth  in  the  registration  statement,  the
incorporation  by  reference of  information  required to be included in (i) and
(ii) above to be contained in periodic  reports filed  pursuant to Section 13 or
15(d) of the Exchange Act in the registration statement.

                  (ii)  Prepare  and  file  with  the SEC  such  amendments  and
supplements to such registration statement and the prospectus in connection with
such registration statement as may be necessary to comply with the provisions of
the Securities Act with respect to the disposition of all securities  covered by
such registration statement.

                  (iii) Furnish to Seller such numbers of copies of a prospectus
in  conformity  with the  requirements  of the  Securities  Act,  and such other
documents  as  Seller  may  reasonably  request  from  time to time in  order to
facilitate the disposition of Registrable Securities owned by it.

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<PAGE>

                  (iv)  Use  its  best  efforts  to  register  and  qualify  the
securities covered by such registration statement under such other securities or
Blue Sky laws of such jurisdictions as shall be reasonably  requested by Seller;
provided  that Buyer  shall not be  required  in  connection  therewith  or as a
condition  thereto  to qualify to do  business  or to file a general  consent to
service of process in any such states or jurisdictions,  unless Buyer is already
required to qualify to do  business  or subject to service in such  jurisdiction
and except as may be required by the Securities Act.

                  (v) In the event of any underwritten  public  offering,  enter
into and perform its obligations under an underwriting  agreement,  in usual and
customary form, with the managing underwriter of such offering.  If Seller makes
such  request  referenced  in  Section  4.4(b)  above  to have  his  Registrable
Securities included in such registration and underwriting, the Seller shall also
enter into and perform his obligations under such an underwriting agreement.

                  (vi) Notify Seller of Registrable  Securities  covered by such
registration  statement  at any  time  when a  prospectus  relating  thereto  is
required to be delivered  under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration  statement, as
then in effect,  includes  an untrue  statement  of a material  fact or omits to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein  not  misleading  in the  light  of the  circumstances  then
existing,  and,  at the  request  of  Seller,  prepare  and  furnish to Seller a
reasonable  number of supplements to, or amendment of, such prospectus as may be
necessary so that, as thereafter delivered to the purchasers of such share, such
prospectus  shall not include an untrue  statement of a material fact or omit to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein not  misleading or incomplete in light of the  circumstances
then existing.

                  (vii)   Provide  a  transfer   agent  and  registrar  for  all
Registrable  Securities registered pursuant hereunder and a CUSIP number for all
such Registrable  Securities,  in each case not later than the effective date of
such registration.

                  (viii)  Make  available  for  inspection  by  any  underwriter
participating in any disposition pursuant to such registration, and any attorney
or accountant  retained by the  underwriter,  all  financial and other  records,
pertinent  corporate  documents  and  properties  of Buyer,  and  cause  Buyer's
officers and  directors to supply all  information  reasonably  requested by the
underwriter,  attorney  or  accountant  in  connection  with  such  registration
statement; provided, however, that the underwriter, attorney or accountant shall
agree to hold in confidence and trust all information so provided.

                  (ix)  Make  available  to  Seller  if  participating  in  such
registration, upon the request of Seller:

                        (A) in the case of an underwritten  public  offering,  a
copy  of  any  opinion  of  counsel  for  Buyer  provided  to  the  underwriters
participating in such offering, dated the date such shares are delivered to such
underwriters for sale in connection with the registration statement;

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<PAGE>

                        (B) in the case of an underwritten  public  offering,  a
copy of any "comfort" letters provided to the underwriters participating in such
offering and signed by Buyer's  independent public accountants who have examined
and  reported  on Buyer's  financial  statements  included  in the  registration
statement,  to the  extent  permitted  by the  standards  of the  AICPA or other
relevant authorities; and

                        (C)  a  copy  of  all  documents   filed  with  and  all
correspondence  from or to the SEC in connection  with any such  offering  other
than non-substantive cover letters and the like.

                  (x) otherwise use its  reasonable  best efforts to comply with
all  applicable  rules and  regulations of the SEC, and timely make available to
its security  holders an earnings  statement  covering the period of at least 12
months,  but not more than 18 months,  beginning  with the first month after the
effective date of the  registration  statement,  which earnings  statement shall
satisfy the provisions of Section 11(a) of the Exchange Act.

            (d) Furnish  Information.  It shall be a condition  precedent to the
obligations  of Buyer to take  any  action  pursuant  to this  Section  4.4 with
respect to Registrable  Securities of Seller registering  securities that Seller
shall furnish to Seller such information  regarding itself, its affiliates,  the
Registrable  Securities  held by it, and the intended  method of  disposition of
such  securities  as shall be  required to effect the  registration  of Seller's
Registrable Securities.

            (e)  Expenses  of Buyer  Registration.  Buyer shall bear and pay all
expenses  incurred  by  it  in  connection  with  any  registration,  filing  or
qualification  of  Registrable  Securities  with  respect  to the  registrations
pursuant to Sections  4.4(a) and 4.4(b) for Seller and compliance with the terms
hereof,   including   (without   limitation)  all  registration,   filing,   and
qualification  fees,  printers and  accounting  fees  relating or  apportionable
thereto  and the fees and  disbursements  of counsel  for Buyer,  but  excluding
underwriting discounts and commissions relating to Registrable Securities.

            (f)  Reductions  of  Registrable   Securities  to  be  Included.  In
connection  with any  offering  involving an  underwriting  of shares of Buyer's
capital  stock,  Buyer shall not be  required  under  Section  4.4(b) to include
Seller's  securities in such underwriting unless Seller accepts the terms of the
underwriting as agreed upon between Buyer and the underwriters selected by Buyer
and then only in such  quantity  as the  underwriters  determine  in their  sole
discretion  will not  jeopardize  the success of the  offering by Buyer.  If the
total  amount of  securities,  including  Registrable  Securities,  requested by
stockholders  to be included in such  offering  exceeds the amount of securities
sold  other  than by  Buyer  that  the  underwriters  determine  in  their  sole
discretion is compatible  with the success of the offering,  then Buyer shall be
required  to  include  in the  offering  only that  number  of such  securities,
including Registrable Securities, which the underwriters determine in their sole
discretion  will not jeopardize  the success of the offering (the  securities so
included to be apportioned pro rata among the selling stockholders  according to
the total amount of  securities  entitled to be included  therein  owned by each
selling  stockholder or in such other proportions as shall mutually be agreed to
by such selling stockholders).

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<PAGE>

            (g) Delay of Registration. Seller shall not have any right to obtain
or seek an injunction restraining or otherwise delaying any such registration as
the  result  of  any   controversy   that  might  arise  with   respect  to  the
interpretation or implementation of this Section 4.4.

            (h)  Indemnification.  In the event any  Registrable  Securities are
included in a registration statement under this Section 4.4:

                  (i) To the extent  permitted by law,  Buyer will indemnify and
hold harmless Seller,  each officer and director of Seller,  any underwriter (as
defined in the Securities  Act) of Seller and each person,  if any, who controls
Seller or  underwriter  within the meaning of the Securities Act or the Exchange
Act, against any losses,  claims,  damages, or liabilities (joint or several) to
which they may become  subject  under the  Securities  Act,  the Exchange Act or
other  federal  or state  law,  insofar  as such  losses,  claims,  damages,  or
liabilities  (or actions in respect  thereof) arise out of or are based upon any
of  the  following  statements,   omissions  or  violations   (collectively,   a
"Violation"): (i) any untrue statement or alleged untrue statement of a material
fact  contained  in  such  registration  statement,  including  any  preliminary
prospectus  or  final  prospectus   contained   therein  or  any  amendments  or
supplements  thereto;  (ii) 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;  or (iii) any violation or alleged violation by Buyer of
the  Securities  Act, the Exchange Act, any state  securities law or any rule or
regulation  promulgated  under the Securities Act, the Exchange Act or any state
securities law; and Buyer will pay to Seller,  underwriter or controlling person
any legal or other  expenses  reasonably  incurred  by them in  connection  with
investigating or defending any such loss, claim, damage,  liability,  or action;
provided,  however,  that the  indemnity  agreement  contained  in this  Section
4.4(h)(i)  shall not apply to (1) Seller if he is either an officer or  director
of Buyer at the time of the  statement,  omission or  violation  (a  "Management
Holder")  unless  such  Management  Holder  has  sold  shares  included  in  the
registration statement,  (2) amounts paid in settlement of any such loss, claim,
damage,  liability, or action if such settlement is effected without the consent
of Buyer (which  consent shall not be  unreasonably  withheld),  or (3) any such
loss, claim, damage, liability, or action to the extent that it arises out of or
is based upon a Violation  which occurs in reliance upon and in conformity  with
written  information  furnished  expressly  for  use  in  connection  with  such
registration  by Seller  (including  each officer and director of such  Seller),
underwriter or controlling person.

                  (ii) To the extent  permitted by law, the selling  Seller will
indemnify and hold harmless Buyer,  each of its directors,  each of its officers
who has signed the  registration  statement,  each person,  if any, who controls
Buyer  within  the  meaning  of the  Securities  Act,  any  underwriter  and any
controlling person of any such underwriter, against any losses, claims, damages,
or  liabilities  (joint or  several) to which any of the  foregoing  persons may
become  subject,  under the Securities Act, the Exchange Act or other federal or
state law, insofar as such losses,  claims,  damages, or liabilities (or actions
in respect  thereto) arise out of or are based upon any Violation,  in each case
to the extent (and only to the extent)  that such  Violation  occurs in reliance
upon and in conformity with written  information  furnished by Seller,  or by an
officer  or  director  of  Seller  expressly  for use in  connection  with  such
registration;  and  Seller  will  pay any  legal or  other  expenses  reasonably
incurred by any person  intended  to be  indemnified  pursuant  to this  Section
4.4(h)(ii) in connection with  investigating or defending any such loss,  claim,
damage,  liability, or action;  provided,  however, that the indemnity agreement
contained  in this  Section  4.4(h)(ii)  shall  not  apply  to  amounts  paid in
settlement  of any  such  loss,  claim,  damage,  liability  or  action  if such
settlement is effected without the consent of Seller, which consent shall not be
unreasonably withheld;  provided,  further, that in no event shall any indemnity
under this  Section  4.4(h)(ii)  exceed  the gross  proceeds  from the  offering
received by Seller net of underwriters' commissions and discounts.

                                       9
<PAGE>

                  (iii) Promptly after obtaining  actual  knowledge of any third
party claim or action as to which it may seek indemnification under this Section
4.4(h),  an indemnified  party will, if a claim in respect thereof is to be made
against  any  indemnifying  party  under  this  Section  4.4(h),  deliver to the
indemnifying  party a written  notice thereof and the  indemnifying  party shall
have the right to participate in, and, to the extent the  indemnifying  party so
desires,  jointly with any other indemnifying party similarly noticed, to assume
the defense thereof with counsel mutually satisfactory to the parties; provided,
however,  that an indemnified party (together with all other indemnified parties
which may be represented  without  conflict by one counsel) shall have the right
to retain one  separate  counsel,  with the fees and  expenses to be paid by the
indemnifying  party, if  representation of such indemnified party by the counsel
retained  by the  indemnifying  party  would be  inappropriate  due to actual or
potential differing interests between such indemnified party and any other party
represented by such counsel in such  proceeding.  The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement of
any such action shall  relieve such  indemnifying  party of any liability to the
indemnified  party under this Section  4.4(h),  if, and to the extent that, such
failure is  prejudicial  to such  indemnifying  party's  ability to defend  such
action,  but the omission so to deliver written notice to the indemnifying party
will not relieve it of any liability that it may have to any  indemnified  party
otherwise than under this Section 4.4(h).

                  (iv)  If the  indemnification  provided  for in  this  Section
4.4(h) is held by a court of  competent  jurisdiction  to be  unavailable  to an
indemnified party with respect to any loss, liability, claim, damage, or expense
referred to therein,  then the indemnifying  party, in lieu of indemnifying such
indemnified  party hereunder,  shall contribute to the amount paid or payable by
such indemnified party as a result of such loss,  liability,  claim,  damage, or
expense  (including,  without  limitation,  legal and other expenses incurred by
such  indemnified  party in investigating or defending any such action or claim)
in such  proportion  as is  appropriate  to reflect  the  relative  fault of the
indemnifying  party on the one hand and of the indemnified party on the other in
connection  with  the  statements  or  omissions  that  resulted  in such  loss,
liability,  claim,  damage,  or expense as well as any other relevant  equitable
considerations.  The  relative  fault  of  the  indemnifying  party  and  of the
indemnified  party shall be  determined  by reference  to,  among other  things,
whether  the  untrue or  alleged  untrue  statement  of a  material  fact or the
omission  to state a  material  fact  relates  to  information  supplied  by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge,  access to  information,  and  opportunity to correct or prevent such
statement or omission.  Notwithstanding  the provisions of this Section  4.4(h),
Seller shall not be required to contribute any amount or make any other payments
under this Agreement which in the aggregate exceed the net proceeds  received by
Seller from the offering covered by the applicable registration statement.

                                       10
<PAGE>

                  (v)  Notwithstanding  the  foregoing,  to the extent  that the
provisions on  indemnification  and  contribution  contained in the underwriting
agreement  entered into in connection with the underwritten  public offering are
in conflict with the foregoing  provisions,  the provisions in the  underwriting
agreement shall control.

                  (vi) The  obligations  of Buyer and Seller  under this Section
4.4(h) shall survive the completion of any offering of Registrable Securities in
a registration statement under this Section 4.4, and otherwise.

            (i) Transfer of  Registration  Rights.  The rights to cause Buyer to
register Registrable  Securities pursuant to this Section 4.4 may be transferred
only  to any  person  or  entity  that  is a  relative  or an  affiliate  of the
transferring  Seller in connection with a permitted  transfer of the Registrable
Securities exempt from registration under the Securities Act.

            (j) Market  Stand-Off  Agreement.  Seller  hereby agrees that Seller
will not sell or  otherwise  transfer  or dispose  of (other  than to donees who
agree to be  similarly  bound)  any  Registrable  Shares  during a period not to
exceed 90 days  following  the  effective  date of a  registration  statement in
connection  with an  underwritten  public  offering of Buyer if so  requested by
Buyer or any  representative  of its  underwriters,  and Seller shall enter into
such underwriter's standard form of "lockup" or "market standoff' agreement in a
form  satisfactory  to Buyer  and such  underwriter.  In  order to  enforce  the
foregoing covenant, Buyer may impose stock transfer restrictions with respect to
the Registrable Shares of Seller until the end of the lockup period.

            (k) Termination of Registration Rights. Seller shall not be entitled
to  exercise  any right  provided  for in this  Section 4.4 five (5) years after
Seller has tendered consideration for the relevant Registrable Securities.

                                    ARTICLE 5
                              CLOSING DELIVERABLES

      5.1 Closing  Deliverables of Seller. At the Closing,  Seller shall deliver
to Buyer  the  following  (anyone  or more of which may be waived in whole or in
part by Buyer at its sole option):

            (a)  Assignment of the Shares.  Seller shall have delivered to Buyer
stock certificates evidencing the Shares and a duly executed assignment separate
from certificate assigning the Shares to Buyer.

            (b) Consents.  All consents,  waivers,  approvals or  authorizations
required to be obtained by Seller to consummate the transactions contemplated by
this Agreement shall have been obtained and made by Seller and evidence  thereof
shall have been delivered to Buyer.

      5.2 Closing Deliverables of Buyer. At the Closing,  Buyer shall: (a) shall
have  effected  its  reverse  stock  split  as  described  in  its   preliminary
information  statement  on Schedule  14C filed with the SEC on December 28, 2005
(the  "Reverse  Stock  Split");   and  (b)  shall  have  issued  an  irrevocable
instruction to Buyer's  transfer agent to issue the shares of Buyer common stock
pursuant to Section  1.1. The  delivery of any of Buyer's  closing  deliverables
pursuant to this Section 5.2 may be waived in whole or in part by Seller.

                                       11
<PAGE>

                                    ARTICLE 6
                                 INDEMNIFICATION

      6.1 Indemnification of Buyer. Subject to the limitations contained in this
Article 6,  Seller  shall  defend,  indemnify  and hold  harmless  Buyer and its
officers, directors, stockholders, employees and agents from and against any and
all losses, claims, judgments,  liabilities, demands, charges, suits, penalties,
costs or expenses, including court costs and reasonable attorneys' fees ("Claims
and Liabilities") with respect to or arising from:

            (a)  the  breach  of  any   warranty  or  any   inaccuracy   of  any
representation made by Seller in this Agreement; or

            (b) the breach of any covenant or  agreement  made by Seller in this
Agreement.

      6.2  Indemnification  of Seller.  Buyer shall  defend,  indemnify and hold
harmless  Seller,  and its  officers,  directors,  stockholders,  employees  and
agents, as applicable,  from and against any and all Claims and Liabilities with
respect to or arising from (i) breach of any warranty or any  inaccuracy  of any
representation made by Buyer or (ii) breach of any covenant or agreement made by
Buyer in this Agreement.

      6.3 Claims Procedure.  Promptly after the receipt by any indemnified party
(the  "Indemnitee")  of notice of the  commencement  of any action or proceeding
against such Indemnitee,  such Indemnitee shall, if a claim with respect thereto
is or may be made  against any  indemnifying  party (the  "Indemnifying  Party")
pursuant to this Article 6, give such  Indemnifying  Party written notice of the
commencement  of such action or proceeding  and give such  Indemnifying  Party a
copy of  such  claim  and/or  process  and all  legal  pleadings  in  connection
therewith.  The failure to give such notice  shall not relieve any  Indemnifying
Party of any of its  indemnification  obligations  contained  in this Article 6,
except  where,  and  solely  to the  extent  that,  such  failure  actually  and
Materially  prejudices the rights of such Indemnifying  Party. Such Indemnifying
Party shall have,  upon request  within  thirty (30) days after  receipt of such
notice,  but not in any event after the  settlement or compromise of such claim,
the  right to  defend,  at its own  expense  and by its own  counsel  reasonably
acceptable to the Indemnitee,  any such matter involving the asserted  liability
of the Indemnitee;  provided,  however,  that if the Indemnitee  determines that
there is a reasonable  probability  that a claim may  Materially  and  adversely
affect  it,  other  than  solely as a result of money  payments  required  to be
reimbursed  in full by such  Indemnifying  Party  under  this  Article 6 or if a
conflict of interest exists between  Indemnitee and the Indemnifying  Party, the
Indemnitee  shall have the right to defend,  compromise  or settle such claim or
suit; and,  provided,  further,  that such  settlement or compromise  shall not,
unless consented to in writing by such  Indemnifying  Party,  which shall not be
unreasonably  withheld,  be conclusive as to the liability of such  Indemnifying
Party to the Indemnitee.  In any event, the Indemnitee,  such Indemnifying Party
and its counsel shall  cooperate in the defense  against,  or compromise of, any
such asserted  liability,  and in cases where the Indemnifying  Party shall have
assumed the defense,  the Indemnitee  shall have the right to participate in the
defense of such asserted liability at the Indemnitee's own expense. In the event
that such  Indemnifying  Party  shall  decline to  participate  in or assume the
defense of such action, prior to paying or settling any claim against which such
Indemnifying Party is, or may be, obligated under this Article 7 to indemnify an

                                       12
<PAGE>

Indemnitee,  the Indemnitee  shall first supply such  Indemnifying  Party with a
copy of a final court judgment or decree  holding the Indemnitee  liable on such
claim or,  failing  such  judgment or decree,  the terms and  conditions  of the
settlement or compromise of such claim. An  Indemnitee's  failure to supply such
final court  judgment or decree or the terms and  conditions  of a settlement or
compromise to such Indemnifying  Party shall not relieve such Indemnifying Party
of any of its  indemnification  obligations  contained in this Article 7, except
where,  and solely to the extent  that,  such failure  actually  and  Materially
prejudices the rights of such Indemnifying  Party. If the Indemnifying  Party is
defending the claim as set forth above,  the  Indemnifying  Party shall have the
right to settle the claim only with the  consent  of the  Indemnitee;  provided,
however,  that if the Indemnitee shall fail to consent to the settlement of such
a claim  by the  Indemnifying  Party,  which  settlement  (i) the  claimant  has
indicated  it will accept,  and (ii)  includes an  unconditional  release of the
Indemnitee   and  its  Affiliates  by  the  claimant  and  imposes  no  Material
restrictions on the future activities of the Indemnitee and its affiliates,  the
Indemnifying  Party shall have no liability with respect to any payment required
to be made to such  claimant in respect of such claim in excess of the  proposed
amount of  settlement.  If the  Indemnitee  is defending  the claim as set forth
above,  the  Indemnitee  shall have the right to settle or compromise  any claim
against it after  consultation  with,  but  without the prior  approval  of, any
Indemnifying Party, provided,  however, that such settlement or compromise shall
not, unless consented to in writing by such Indemnifying  Party, which shall not
be unreasonably withheld, be conclusive as to the liability of such Indemnifying
Party to the Indemnitee.

      6.4  Limitations  on  Indemnification.  Notwithstanding  anything  to  the
contrary herein  contained,  the obligations of Buyer and Seller pursuant to the
provisions of Article 6 are subject to the following limitations:

            (a) An Indemnitee shall not be entitled to recover under Section 6.1
or 6.2, as the case may be,  until the total amount that such  Indemnitee  would
recover exceeds Five Thousand Dollars ($5,000) (the "Basket"), in which case the
Indemnitee  shall  be  entitled  to  recover  the  full  amount  of  Claims  and
Liabilities  to  which  such  Indemnitee  is  entitled  in  accordance  with the
provisions of this Article 6, including the Basket.

            (b) Claims  payable to an  Indemnitee  pursuant to Section 6.3 above
shall  be net of any  proceeds  received  by an  Indemnitee  from  claims  under
separate insurance  policies.  The Indemnitee shall seek full recovery under all
such insurance  policies covering any claims to the same extent as they would if
such claims were not subject to indemnification under this Agreement.

            (c) The total  aggregate  liability of Seller under  Section 6.1 and
the total aggregate liability of Buyer under Section 6.2, respectively, shall in
no event exceed the value of the Purchase Price paid by Buyer to Seller.

      6.5 Exclusive Remedy.  Each of the parties hereto  acknowledges and agrees
that,  from and after the Closing Date, its sole and exclusive  monetary  remedy
with  respect  to any and all  claims  relating  to the  subject  matter of this
Agreement shall be pursuant to the indemnification  provisions set forth in this
Article 6, except that nothing in this Agreement shall be deemed to constitute a
waiver of any injunctive or other  equitable  remedies or any tort claims of, or
causes of  action  arising  from,  intentionally  fraudulent  misrepresentation,
willful breach or deceit.

                                       13
<PAGE>

                                    ARTICLE 7
                   SURVIVAL OF REPRESENTATIONS AND WARRANTIES

      All  representations  and  warranties  of the  parties  contained  in this
Agreement will remain operative and in full force and effect,  regardless of any
investigation  made by or on behalf of the parties to this Agreement,  until the
date that is the anniversary of the Closing Date, whereupon such representations
and warranties will expire.

                                    ARTICLE 8
                               GENERAL PROVISIONS

      8.1  Notices.  All notices  required or  permitted  hereunder  shall be in
writing and shall be deemed effectively given: (a) upon personal delivery to the
party to be notified; (b) when sent by confirmed facsimile if sent during normal
business hours of the recipient, if not, then on the next business day; (c) five
days after having been sent by  registered  or certified  mail,  return  receipt
requested,  postage  prepaid;  or (d) two days after  deposit  with a nationally
recognized  overnight  courier,   specifying  two  day  delivery,  with  written
verification of receipt.  All communications shall be sent to the parties at the
following  addresses  or  facsimile  numbers  specified  below (or at such other
address  or  facsimile  number  for a party as shall be  designated  by ten days
advance written notice to the other parties hereto):

                 If to Buyer:


                 with a copy to (which shall not constitute notice):


                 If to Seller:

                 655 Avenue B
                 edondo Beach, California 90277


      8.2 Amendments and Waivers. Any provision of this Agreement may be amended
or waived if, but only if, such  amendment or waiver is in writing and is signed
by Buyer and Seller.

      8.3 Failure or Indulgence Not Waiver;  Remedies Cumulative.  No failure or
delay on the part of any party  hereto in the  exercise  of any right  hereunder
shall impair such right or be construed to be a waiver of, or  acquiescence  in,
any breach of any  representation,  warranty or agreement herein,  nor shall any
single or partial  exercise of any such right preclude other or further exercise
thereof or of any other  rights.  Except as otherwise  provided  hereunder,  all
rights and remedies  existing  under this  Agreement are  cumulative to, and not
exclusive of, any rights or remedies otherwise available.

                                       14
<PAGE>

      8.4 Headings.  The headings  contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Agreement.

      8.5  Severability.  If any term or other  provision  of this  Agreement is
invalid,  illegal or incapable  of being  enforced by any rule of Law, or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the  economic or legal  substance  of
the  transactions  contemplated  hereby is not affected in any manner adverse to
any party. Upon such  determination that any term or other provision is invalid,
illegal or incapable of being  enforced,  the parties hereto shall  negotiate in
good faith to modify this  Agreement so as to effect the original  intent of the
parties as closely as possible, in a mutually acceptable manner, to the end that
transactions contemplated hereby are fulfilled to the extent possible.

      8.6 Entire  Agreement.  This Agreement  (including  exhibits and schedules
attached hereto and thereto and the certificates  referenced herein) constitutes
the entire agreement and supersedes all prior  agreements and undertakings  both
oral and written, among the parties, or any of them, with respect to the subject
matter hereof and, except as otherwise expressly provided herein.

      8.7  Assignment.  No  party  may  assign  this  Agreement  or  assign  its
respective rights or delegate their duties, without the prior written consent of
the other parties.  This Agreement will be binding upon, inure to the benefit of
and be enforceable by the parties and their respective  permitted successors and
assigns.

      8.8  Parties-In-Interest.  This Agreement  shall be binding upon and inure
solely to the  benefit  of each party  hereto,  and  nothing in this  Agreement,
express or implied,  is intended  to or shall  confer upon any other  Person any
right,  benefit  or remedy of any nature  whatsoever  under or by reason of this
Agreement, including, without limitation, by way of subrogation.

      8.9 Governing  Law. This  Agreement will be governed by, and construed and
enforced  in  accordance  with the laws of the  State of Nevada  as  applied  to
contracts  that are executed  and  performed  in Nevada,  without  regard to the
principles of conflicts of law thereof.

      8.10  Counterparts.  This  Agreement  may  be  executed  in  one  or  more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed  shall be deemed to be an original but all of which taken
together shall  constitute  one and the same  agreement.  This  Agreement  shall
become effective when  counterparts  have been signed by each of the parties and
delivered by facsimile or other means to the other party. Any party who delivers
a signature page via facsimile  agrees to later deliver an original  counterpart
to all other parties.

      8.11  Attorneys  Fees.  If any  action  or  proceeding  relating  to  this
Agreement, or the enforcement of any provision of this Agreement is brought by a
party hereto against any party hereto, the prevailing party shall be entitled to
recover reasonable  attorneys' fees, costs and disbursements (in addition to any
other relief to which the prevailing party may be entitled).

                                       15
<PAGE>

      [Remainder of Page Intentionally Left Blank; Signature Pages Follow]


                                       16
<PAGE>

      IN WITNESS WHEREOF,  the parties have caused this Stock Purchase Agreement
to be executed as of the date first written above by their  respective  officers
or other signatories thereunto duly authorized.

                                     BUYER:

                                     360 GLOBAL WINE COMPANY,
                                     a Nevada corporation


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


                                     SELLER:


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


                                       17
<PAGE>

                                    EXHIBIT A

                               CERTAIN DEFINITIONS

      The following  terms,  as used in the Stock Purchase  Agreement,  have the
following meanings:

      "Affiliate"  shall  mean  with  respect  to any  Person,  any  individual,
corporation,  partnership,  firm,  joint  venture,  limited  liability  company,
association,   joint-stock  company,  trust,   unincorporated   organization  or
Governmental  Entity,  or  other  Person  directly  or  indirectly  controlling,
controlled by or under common  control with such Person,  including all officers
and directors of such Person.

      "Agreement"  shall have the  meaning as set forth in the  Preamble of this
Agreement.

      "Basket"  shall have the  meaning  as set forth in  Section  6.4(a) of the
Agreement.

      "Buyer"  shall  have  the  meaning  as set  forth in the  Preamble  of the
Agreement.

      "Closing"  shall  have the  meaning  as set  forth in  Section  1.2 of the
Agreement.

      "Closing  Date"  shall have the meaning as set forth in Section 1.2 of the
Agreement.

      "Common Stock  Payment" shall have the meaning as set forth in Section 1.1
of the Agreement.

      "Common Stock  Payment  Value" shall have the meaning set forth in Section
1.1 of the Agreement.

      "Default"  shall mean (i) any breach or violation of or default  under any
Contract,  Order or  Permit,  (ii) any  occurrence  of any  event  that with the
passage  of time or the giving of notice or both  would  constitute  a breach or
violation  of or  default  under any  Contract,  Order or  Permit,  or (iii) any
occurrence  of any event that with or without  the passage of time or the giving
of notice would give rise to a right to terminate or revoke,  change the current
terms of, or renegotiate,  or to accelerate,  increase,  or impose any Liability
under, any Contract, Order or Permit.

      "Exchange Act" means the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, as amended.

      "Governmental  Entity" shall mean any  government  or any agency,  bureau,
board,  directorate,   commission,   court,  department,   official,   political
subdivision,  tribunal,  or other  instrumentality  of any  government,  whether
federal, state or local, domestic or foreign.

      "Indemnitee"  shall have the  meaning  as set forth in Section  6.3 of the
Agreement.

      "Indemnifying Party" shall have the meaning as set forth in Section 6.3 of
the Agreement.

                                      A-1
<PAGE>

      "Law"  shall  mean any code,  law,  ordinance,  regulation,  reporting  or
licensing  requirement,  rule, or statute  applicable to a Person or its Assets,
liabilities or business, including those promulgated, interpreted or enforced by
any Regulatory Authority.

      "Lien"  means,  with respect to any Asset,  any  mortgage,  lien,  pledge,
charge, security interest or encumbrance of any kind in respect to such Asset.

      "Material"  and  "Materially"  for  purposes  of this  Agreement  shall be
determined  in light of the facts and  circumstances  of the matter in question;
provided  that any  specific  monetary  amount  stated in this  Agreement  shall
determine materiality in that instance.

      "Material  Adverse Effect" means,  with respect to any Person,  a Material
adverse  effect on the condition  (financial or  otherwise),  business,  Assets,
liabilities or the operating  results of such Person and its subsidiaries  taken
as a whole.

      "Order"  shall  mean  any  administrative   decision  or  award,   decree,
injunction,  judgment, order,  quasi-judicial decision or award, ruling, or writ
of any federal,  state, local or foreign or other court,  arbitrator,  mediator,
tribunal, administrative agency or Regulatory Authority.

      "Person"  means  an  individual,   a   corporation,   a  partnership,   an
association,  a trust,  a  limited  liability  company  or any  other  entity or
organization,  including a government or political  subdivision or any agency or
instrumentality thereof.

      "Permit" shall mean any federal,  state,  local,  or foreign  governmental
approval,  authorization,  certificate,  consent,  easement,  filing, franchise,
letter of good standing, license, notice, permit, qualification, registration or
right  of or from  any  Governmental  Entity  (or any  extension,  modification,
amendment  or waiver of any of these) to which any  Person is a party or that is
or may be binding upon or inure to the benefit of any Person or its  securities,
Assets or business, or any notice,  statement,  filing or other communication to
be filed with or delivered to any Governmental Entity.

      "Purchase  Price"  shall have the  meaning set forth in Section 1.1 of the
Agreement.

      "Registrable  Shares" means (i) the shares of Buyer Common Stock  (subject
to appropriate  adjustment for stock splits,  stock dividends,  combinations and
other  recapitalizations  after the date hereof and (ii) any common stock issued
as a dividend or other  distribution  with respect to, or in exchange for, or in
replacement  of the  shares  referenced  in (i) above,  excluding  in all cases,
however,  any  Registrable  Shares  that have  been sold by a person  privately,
pursuant to the provisions of Rule 144, or pursuant to a registration  statement
under the 1933 Act covering such  Registrable  Securities that has been declared
effective by the SEC.

      "Regulatory Authorities" shall mean all foreign,  federal, state and local
regulatory   agencies  and  other   Governmental   Entities  or  bodies   having
jurisdiction over the parties and their respective Assets, employees, businesses
and/or subsidiaries.

      "Reverse  Stock  Split" shall have the meaning as set forth in Section 5.2
of the Agreement.

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<PAGE>

      "Securities  Act" shall mean the  Securities Act of 1933 and the rules and
regulations promulgated thereunder, as amended.

      "SEC" shall mean the United States Securities and Exchange Commission.

      "Seller"  shall  have the  meanings  as set forth in the  Preamble  of the
Agreement.

      "Shares"  shall  have the  meaning  as set  forth in the  Recitals  of the
Agreement.


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