Exhibit 4.1

                         REGISTRATION RIGHTS AGREEMENT


     REGISTRATION  RIGHTS  AGREEMENT made as of October 12, 2001, by and between
Statmon  Technologies  Corp., a Delaware  corporation (the "Company") and Thieme
Securities, Inc., a New York Corporation ("TSI").

                                  WITNESSETH:

     WHEREAS,  in connection with that certain  Placement Agent Agreement by and
between TSI and the Company (the "PAA"), it is anticipated that the company will
sell to certain  investors  (the  "Investors")  Common  Stock,  warrants for the
purchase of Common Stock (the "Investor  Warrants") and Secured Promissory Notes
pursuant to which Common Stock may be issued (the "Notes"), and

     WHEREAS,  in  connection  with the  PAA,  it is  anticipated  that TSI will
receive Common Stock (the  "Placement  Agent Common Stock") and warrants for the
purchase of Common Stock (the "Placement Agent Warrants"), and

     WHEREAS,  it is a condition to the  obligations of the TSI Investors  under
the PAA that this Agreement be executed by the parties  hereto,  and the parties
are willing to execute this Agreement and to be bound by the provisions hereof;

     NOW,  THEREFORE,  in consideration of the mutual covenants herein contained
and other valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:

1.   DEFINITIONS.  The following  terms shall be used in this Agreement with the
     following respective meanings:

     a.   "Affiliate"  means (i) any Person directly or indirectly  controlling,
          controlled by or under common  control with another  Person;  (ii) any
          Person  owning  or  controlling  ten  (10%)  percent  or  more  of the
          outstanding voting securities of such other Person; (iii) any officer,
          director  or partner  of such  Person;  and (iv) if such  Person is an
          officer,  director or partner,  any such company for which such Person
          acts in such capacity.

     b.   "Commission" means the Securities and Exchange Commission.

     c.   "Common Stock" means and includes the Company's Common Stock, $.000001
          par value per share,  as authorized on the date of this  Agreement and
          any other  securities  into which or for Common Stock may be converted
          or exchanged pursuant to a plan of  recapitalization,  reorganization,
          merger, sale of assets or otherwise.

     d.   "Exchange  Act"  means the  Securities  Exchange  Act of 1934,  or any
          successor  Federal  statute,  and the  rules  and  regulations  of the
          Commission  (or of any other  Federal  agency then  administering  the
          Exchange  Act)  thereunder,  all as the same shall be in effect at the
          time.


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     e.   "Holder" means any holder of Registrable Stock.

     f.   "NASD" means the National Association of Securities Dealers, Inc.

     g.   "Person" means any natural person,  partnership,  corporation or other
          legal entity.

     h.   "Registrable  Stock" means (i) Common Stock purchased by the Investors
          and the  Placement  Agent  Common  Stock,  (ii) Common Stock issued or
          issuable  upon exercise of the Investor  Warrants and Placement  Agent
          Warrants whether or not such Common Stock is owned by any Investors or
          TSI,  (iii)  Common  Stock  which may be issued  pursuant to the Notes
          whether or not such Common Stock is owned by any  Investors,  and (iv)
          any other  shares of Common  Stock issued in respect of such shares by
          way of a stock  dividend,  or  stock  split  or in  connection  with a
          combination of shares,  recapitalization,  merger or  consolidation or
          reorganization;  provided,  however, that shares of Common Stock shall
          only be treated as  Registrable  Stock if and for so long as they have
          not been (v) sold to or through a broker or dealer or underwriter in a
          public  distribution  or a  public  securities  transaction,  or  (vi)
          eligible to be sold by the holder thereof in a transaction exempt from
          the   registration  and  prospectus   delivery   requirements  of  the
          Securities Act under Section 4(1) and  subparagraph (k) of Rule 144 so
          that all transfer restrictions and restrictive legends with respect to
          such Common Stock have been removed by the Company.

     i.   "Registration  Statement" means a registration  statement filed by the
          Company  with  the  Commission  for a  public  offering  and  sale  of
          securities of the Company (other than a registration statement on Form
          S-8,  Form S-4, or  successor  forms,  or any  registration  statement
          covering  only  securities  proposed  to be  issued  in  exchange  for
          securities or assets of another corporation).

     j.   "Rule 144" means Rule 144 promulgated under the Securities Act.

     k.   "Securities  Act" means the  Securities  Act of 1933, or any successor
          Federal  statute,  and the rules and regulations of the Commission (or
          of any other Federal agency then  administering  the  Securities  Act)
          thereunder,  all as the  same  shall  be in  effect  at the  time.

2.   REQUIRED REGISTRATION.

     a.   Subsequent  to the  earlier of (i) January 1, 2003 or (ii) twelve (12)
          months after the effective  date of the Company's  first  Registration
          Statement  relating to its Common Stock; at any time during the period
          ending  five  years  from the date  hereof the Holder or Holders of at


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          least fifty percent (50%) of the voting power of all Registrable Stock
          may by notice  in  writing  to the  Company  request  the  Company  to
          register  under the  Securities  Act all or any  portion  of shares of
          Registrable  Stock held by such requesting  Holder or Holders for sale
          in the manner specified in such notice;  provided,  however,  that the
          Company  shall not be obligated to register any Common Stock  pursuant
          to this Section  2a.unless the number of shares of  Registrable  Stock
          requested to be included in such  registration  exceeds  fifty percent
          (50%) of the Registrable Stock.

     b.   The company shill be required to include the Registrable  Stock in its
          first Registration Statement.

     c.   Following  receipt of any notice given under this Section 2 by Holders
          of  Registrable   Stock   requesting   registration  of  a  number  of
          Registrable Stock that meets the magnitude requirements of Section 2a.
          hereof,  the Company  shall  immediately  notify all Holders from whom
          notice has not been received that such  registration is to be effected
          and shall use its best efforts to register under the  Securities  Act,
          for public sale in accordance with the method of disposition specified
          in such  notice  from  requesting  Holders,  the  number  of shares of
          Registrable  Stock  specified  in  such  notice  (and  in all  notices
          received by the Company from other  Holders)  within  twenty (20) days
          after the giving of such notice by the Company to such other  Holders.
          The  Holders of a majority  of the shares of  Registrable  Stock to be
          sold in such  offering may  designate a managing  underwriter  of such
          offering, subject to the approval of the Company, which approval shall
          not  be  unreasonably  withheld  or  delayed.  The  Company  shall  be
          obligated to register Registrable Stock pursuant to Section 2a. hereof
          on one occasion only, provided,  however,  that such occasion shall be
          deemed to have occurred only when a  Registration  Statement  covering
          all shares of  Registrable  Stock  specified  in notices  received  as
          aforesaid shall have become effective.  A Registration Statement which
          does not  become  effective  solely by reason  of the  refusal  of the
          requesting Holders to proceed shall be deemed to have been effected by
          the  Company at the  request of such  requesting  Holders  unless such
          requesting  Holders  shall have paid all of the  Company's  reasonable
          expenses in connection with such registration.

     d.   Notwithstanding  anything herein to the contrary,  if the Registration
          Statement  is  to  cover  an  underwritten   distribution  on  a  firm
          commitment  basis  and in the  good  faith  judgment  of the  managing
          underwriter  of  such  public  offering  the  inclusion  of all of the
          Registrable  Stock requested for inclusion  pursuant to this Section 2
          would  interfere with the successful  marketing of a smaller number of
          shares,  then Heiko  Thieme,  in his sole  discretion,  may reduce the
          number  of  shares  of  Registrable   Stock  to  be  included  in  the
          Registration  Statement  to the  level  recommended  by such  managing
          underwriter,  with the  participation  in such offering to be pro rata
          among  the  Holders   requesting   or   otherwise   entitled  to  such
          registration,  based  upon the number of shares of  Registrable  Stock


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          requested to be registered by such Holders. Heiko Thieme may refuse to
          reduce the such number of shares of  Registrable  Stock for any reason
          whatsoever and, in so doing, shall incur no liability to the Company.

     e.   The Company shall be entitled to include in any Registration Statement
          referred to in this Section 2, for sale in accordance  with the method
          of disposition  specified by the requesting Holders,  shares of Common
          Stock to be sold by the Company for its own account,  except as and to
          the extent that, in the opinion of the managing  underwriter,  if any,
          such   inclusion   would   adversely   affect  the  marketing  of  the
          Registrable  Stock to be sold.  Except for registration  statements on
          Form S-4, S-8 or any successor thereto, the Company will not file with
          the  Commission any other  registration  statement with respect to its
          Common   Stock,   whether  for  its  own  account  or  that  of  other
          stockholders,  from the date of  receipt of a notice  from  requesting
          Holders  pursuant to this Section 2 until the completion of the period
          of distribution of the registration contemplated thereby.

3.   INCIDENTAL  REGISTRATION.  Each time the Company shall  determine to file a
     Registration  Statement in connection  with the proposed offer and sale for
     money of any of its Common Stock by it,  except for the  Company's  initial
     public  offering if its Common Stock,  the Company will give written notice
     of its  determination to all Holders.  Upon the written request of a Holder
     given  within  twenty  (20) days after the giving of any such notice by the
     Company,  the Company will use commercially  reasonable efforts to cause to
     be covered by such  Registration  Statement all shares of Registrable Stock
     requested  to be covered by such  Holder or  Holders.  If the  Registration
     Statement is to cover an underwritten  distribution,  the Company shall use
     its  commercially   reasonable  efforts  to  cause  the  Registrable  Stock
     requested  for  inclusion  pursuant to this Section 3 to be included in the
     underwriting  on the same terms and conditions as the securities  otherwise
     being sold through the underwriters.  If, in the good faith judgment of the
     managing  underwriter of such public offering,  the inclusion of all of the
     Registrable  Stock  requested for inclusion  pursuant to this Section 3 and
     the other  securities  intended to be included therein would interfere with
     the successful marketing of a smaller number of shares to be offered,  then
     the  number of  shares of  Registrable  Stock  and other  securities  to be
     included in the offering  (except for shares to be issued by the Company in
     an offering  initiated by the Company) shall be reduced such that the total
     number of shares  to be  included  in such  registration  is the  number of
     shares recommended by such managing underwriter,  with the participation in
     such  offering  by the  Holders,  if any,  to be pro rata among the holders
     thereof  requesting such  registration,  based upon the number of shares of
     Registrable  Stock  requested to be covered by such Holder or Holders.  The
     rights granted to Holders under this Section 3 shall  terminate on the date
     four years after the closing of the Company's  initial  public  offering of
     its Common Stock.

4.   REGISTRATION  ON FORM S-3.  If at any time (a) a Holder or Holders of fifty
     percent (50%) of the voting power of all Registrable Stock request that the
     Company file a registration  statement on Form S-3 or any successor thereto
     for a public  offering of all or any  portion of the shares of  Registrable


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     Stock held by such requesting Holder or Holders, the reasonably anticipated
     aggregate price to the public of which would exceed $1,000,000, and (b) the
     Company  is then  entitled  to use Form  S-3or  any  successor  thereto  to
     register such shares,  then the Company shall use  commercially  reasonable
     efforts to register  under the  Securities Act on Form S-3 or any successor
     thereto,  for public  sale in  accordance  with the  method of  disposition
     specified  in such  notice,  the  number  of shares  of  Registrable  Stock
     specified in such notice.  Whenever the Company is required by this Section
     4 to use  commercially  reasonable  efforts to effect the  registration  of
     Registrable  Stock,  each of the procedures and  requirements  of Section 2
     (including but not limited to the  requirement  that the Company notify all
     Holders  from whom notice has not been  received  and provide them with the
     opportunity  to   participate   in  the  offering)   shall  apply  to  such
     registration.  The Company shall be obligated to register Registrable Stock
     pursuant to this Section 4 on one occasion only;  provided,  however,  that
     such occasion  shall be deemed to have  occurred  only when a  Registration
     Statement  covering all shares of  Registrable  Stock  specified in notices
     received as aforesaid shall have become effective.

5.   REGISTRATION  PROCEDURES.  If and  whenever  the Company is required by the
     provisions of Section 2, 3 or 4 hereof to effect the registration of shares
     of  Registrable  Stock under the  Securities  Act, the Company will, at its
     expense, as expeditiously as possible:

     a.   In accordance with the Securities Act and the rules and regulations of
          the  Commission,  prepare and file with the  Commission a Registration
          Statement  with  respect  to  such  securities  and  use  commercially
          reasonable efforts to cause such Registration  Statement to become and
          remain  effective  until the securities  covered by such  Registration
          Statement  have been sold,  and prepare  and file with the  Commission
          such amendments to such Registration  Statement and supplements to the
          prospectus  contained  therein  as  may  be  necessary  to  keep  such
          Registration  Statement effective and such Registration  Statement and
          prospectus  accurate and complete until the securities covered by such
          Registration Statement have been sold.

     b.   If the offering is to be underwritten in whole or in part,  enter into
          a written  underwriting  agreement  in form and  substance  reasonably
          satisfactory  to the  managing  underwriter,  if  any,  of the  public
          offering and the Holders participating in such offering.

     c.   Furnish to the  participating  Holders  and to the  underwriters  such
          reasonable number of copies of the Registration Statement, preliminary
          prospectus,   final  prospectus  and  such  other  documents  as  such
          underwriters and participating Holders may reasonably request in order
          to facilitate  the public  offering of such  securities;  (iv) Use its
          commercially  reasonable efforts to register or qualify the securities
          covered by such Registration  Statement under such state securities or
          blue  sky  laws of  such  jurisdictions  (i) as  shall  be  reasonably
          appropriate  for the  distribution  of the securities  covered by such
          Registration Statement or (ii)  as  such  participating  Holders   and


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          underwriters may reasonably  request within twenty (20) days following
          the original filing of such  Registration  Statement,  except that the
          Company  shall not for any  purpose be  required  to execute a general
          consent to service of process,  to subject  itself to taxation,  or to
          qualify to do business as a foreign  corporation  in any  jurisdiction
          where it is not so qualified.

     d.   Notify the Holders participating in such registration,  promptly after
          it shall  receive  notice  thereof,  of the date  and time  when  such
          Registration  Statement and each  posteffective  amendment thereto has
          become  effective or a supplement to any prospectus  forming a part of
          such Registration Statement has been filed.

     e.   Notify the Holders  participating in such registration promptly of any
          request by the Commission or any state securities commission or agency
          for the amending or  supplementing of such  Registration  Statement or
          prospectus or for additional information.

     f.   Prepare and file with the Commission, promptly upon the request of any
          participating   Holder,   any   amendments  or   supplements  to  such
          Registration  Statement or prospectus which, in the opinion of counsel
          to  representing  the Company in such  Registration  (which counsel is
          reasonably  acceptable  to such  participating  Holders),  is required
          under the  Securities Act or the rules and  regulations  thereunder in
          connection  with the  distribution  of the  Registrable  Stock by such
          participating Holders.

     g.   Prepare and promptly  file with the  Commission,  and promptly  notify
          participating Holders of the filing of, such amendments or supplements
          to such  Registration  Statement or  prospectus as may be necessary to
          correct any  statements or omissions if, at the time when a prospectus
          relating to such  securities  is required  to be  delivered  under the
          Securities  Act,  any event has occurred as a result of which any such
          prospectus or any other prospectus as then in effect would, include an
          untrue statement of a material fact or omit to state any material fact
          required  to be stated  therein or  necessary  to make the  statements
          therein not misleading.

     h.   In case any participating  Holder or any underwriter for any Holder is
          required to deliver a prospectus at a time when the prospectus then in
          circulation is not in compliance  with the Securities Act or the rules
          and regulations of the Commission,  prepare promptly upon request such
          amendments  or  supplements  to such  Registration  Statement and such
          prospectus as may be necessary in order for such  prospectus to comply
          with  the  requirements  of the  Securities  Act and  such  rules  and
          regulations.

     i.   Advise participating  Holders,  promptly after it shall receive notice
          or obtain knowledge thereof,  of the issuance of any stop order by the
          Commission or any state securities commission or agency suspending the
          effectiveness  of such  Registration  Statement or the  initiation  or


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          threatening  of any  proceeding  for that  purpose  and  promptly  use
          commercially  reasonable  efforts to prevent the  issuance of any stop
          order or to obtain its withdrawal if such stop order should be issued

     j.   At the request of any participating  Holder (i) furnish to such Holder
          on the  effective  date  of the  Registration  Statement  or,  if such
          registration  includes an underwritten public offering, at the closing
          provided for in the  underwriting  agreement,  an opinion,  dated such
          date, of the counsel representing the Company for the purposes of such
          registration, addressed to the underwriters, if any, and to the Holder
          or Holders making such request,  covering such matters with respect to
          the  registration  statement,  the  prospectus  and each  amendment or
          supplement  thereto,  proceedings  under state and Federal  securities
          laws,  other matters  relating to the Company,  the  securities  being
          registered  and  the  offer  and  sale  of  such   securities  as  are
          customarily  the subject of opinions of issuer's  counsel  provided to
          underwriters  in  underwritten  public  offerings  and  (ii)  use  its
          commercially  reasonable  efforts to furnish  to such  Holder  letters
          dated  each  such  effective  date and  such  closing  date,  from the
          independent certified public accountants of the Company,  addressed to
          the  underwriters,  if any,  and to the Holder or Holders  making such
          request,   stating  that  they  are   independent   certified   public
          accountants  within the meaning of the Securities Act and dealing with
          such matters as the underwriters  may request,  or, if the offering is
          not  underwritten,  that  in  the  opinion  of  such  accountants  the
          financial  statements and other financial data of the Company included
          in the  Registration  Statement or the  prospectus or any amendment or
          supplement thereto comply in all material respects with the applicable
          accounting  requirements  of  the  Securities  Act,  and  additionally
          covering such other financial matters, including information as to the
          period  ending not more than five (5) business  days prior to the date
          of  such  letter  with  respect  to  the  Registration  Statement  and
          prospectus,  as such  requesting  Holder  or  Holders  may  reasonably
          request.

     k.   Use its best  efforts  to assist  in the  obtaining  of all  necessary
          approvals from the NASD.

6.   EXPENSES.

     a.   With respect to, each  registration  effected pursuant to Section 2, 3
          or 4 hereof,  all fees,  costs and expenses of and  incidental to such
          registration and the public offering in connection  therewith shall be
          borne  by  the   Company;   provided,   however,   (i)  that   Holders
          participating in any such registration shall bear their pro rata share
          of the  underwriting  discounts and selling  commissions  and (ii) any
          fee, cost or expense  which does not  constitute a normal fee, cost or
          expense of such  registration  and which is  attributable  solely to a
          particular  Holder  participating  in any such  registration  shall be
          borne by such Holder.


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     b.   The fees,  costs and expenses of  registration to be borne as provided
          in  paragraph  a.  above,  shall  include,  without  limitation,   all
          registration,  filing  and  NASD  fees,  printing  expenses,  fees and
          disbursements  of counsel and  accountants  for the Company,  fees and
          disbursements  of counsel for the  underwriter or underwriters of such
          securities  (if  the  Company  and/or  selling  security  holders  are
          otherwise  required  to bear such fees and  disbursements),  all legal
          fees and  disbursements  and other  expenses of  complying  with state
          securities  or  blue  sky  laws  of any  jurisdictions  in  which  the
          securities to be offered are to be registered or qualified, reasonable
          fees  and  disbursements  of one  counsel  for  the  selling  security
          holders,  provided however, that the amount of such counsel's fees and
          disbursements  to be borne by the Company  shall not exceed  1,500 per
          each  selling  security  holder,  and the  premiums and other costs of
          policies of insurance  insuring the Company against  liability arising
          out of such public offering.

7.   INDEMNIFICATION AND CONTRIBUTION.

     a.   To the fullest extent permitted by law, the Company will indemnify and
          hold harmless each Holder of Registrable Stock which are included in a
          Registration  Statement  filed  pursuant  to the  provisions  of  this
          Agreement and any  underwriter  (as defined in the Securities Act) for
          such  Holder,  and  any  Person  who  controls  such  Holder  or  such
          underwriter  within the  meaning of the  Securities  Act,  and each of
          their successors, from and against, and will reimburse such Holder and
          each such underwriter and controlling  Person with respect to, any and
          all claims, actions, demands, losses, damages, liabilities,  costs and
          expenses to which such Holder or any such  underwriter  or controlling
          Person may  become  subject  under the  Securities  Act or  otherwise,
          insofar  as  such   claims,   actions,   demands,   losses,   damages,
          liabilities,  costs or  expenses  arise out of or are  based  upon any
          untrue  statement or alleged  untrue  statement  of any material  fact
          contained in such  Registration  Statement,  any prospectus  contained
          therein 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 or arise out of any violation by the
          Company of any rule or regulation  under the Securities Act applicable
          to the  Company and  relating  to action or in action  required of the
          Company in connection with such registration;  provided, however, that
          the Company will not  indemnify  and hold harmless in any such case to
          the  extent  that  any  such  claim,  action,  demand,  loss,  damage,
          liability,  cost or  expense  arises out of or is based upon an untrue
          statement or alleged untrue  statement or omission or alleged omission
          so made in reliance  upon and in conformity  with written  information
          furnished by such Holder,  such underwriter or such controlling Person
          for  use  in the  preparation  of  such  Registration  Statement;  and
          provided,  further, that this indemnity shall not be deemed to relieve
          any underwriter of any of its due diligence obligations.


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<PAGE>


     b.   Each Holder of shares of the Registrable Stock which are included in a
          registration  pursuant  to the  provisions  of  this  Agreement  will,
          severally  and not jointly,  indemnify  and hold  harmless the Company
          from and against,  and will reimburse the Company with respect to, any
          and all losses, damages,  liabilities,  costs or expenses to which the
          Company may become subject under the  Securities Act or otherwise,  to
          the extent  that any such  loss,  damage,  liability,  cost or expense
          arises out of or is based upon any untrue or alleged untrue  statement
          of any material  fact  contained  in a  Registration  Statement  filed
          pursuant to the  provisions  of this  Agreement  or any  amendment  or
          supplement  thereto, or arises out of or is based upon any 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 so made in reliance upon and in conformity  with
          information  furnished  by  such  Holder  for  use in the  preparation
          thereof;  provided,   however,  that  the  liability  of  each  Holder
          hereunder  shall be  limited  to the  proportion  of any  such  claim,
          action,  demand,  loss,  damage,  liability,  cost or expense which is
          equal to the proportion  that the public  offering price of the shares
          of  Registrable  Stock sold by such  Holder  under  such  Registration
          Statement  bears to the total offering  price of all  securities  sold
          thereunder,  but not, in any event, to exceed the proceeds received by
          such Holder from the sale provided, further, that this indemnity shall
          not be deemed to relieve any  underwriter  of any of its due diligence
          obligations.

     c.   Promptly  after receipt by a party to be  indemnified  pursuant to the
          provisions  of paragraph  a. or b. of this Section 7 (an  "Indemnified
          Party")  of notice of the  commencement  of any action  involving  the
          subject matter of the foregoing indemnity provisions, such Indemnified
          Party will, if a claim thereof is to be made against the  indemnifying
          party pursuant to the provisions of paragraph a. or b. of this Section
          7, notify the indemnifying party of the commencement  thereof; but any
          omission  to  notify  the  indemnifying  party  will not  relieve  the
          indemnifying  party  from  any  liability  which  it  may  have  to an
          Indemnified  Party  otherwise  than under this Section 7 and shall not
          relieve the indemnifying party from any liability under this Section 7
          unless such indemnifying party is prejudiced by such omission. In case
          an  action  is  brought  against  any   Indemnified   Party  and  such
          Indemnified Party notifies the indemnifying  party of the commencement
          thereof,  the  indemnifying  party shall have the right to participate
          in,  and,  to the  extent  that it may  wish,  jointly  with any other
          indemnifying party similarly notified,  to assume the defense thereof,
          with counsel  reasonably  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
          will  not  be  liable  to  such  Indemnified  Party  pursuant  to  the
          provisions of such  paragraph a. and b. for any legal or other expense
          subsequently incurred by such Indemnified Party in connection with the
          defense  thereof  other than  reasonable  costs of  investigation.  No
          indemnifying  party  shall be liable to an  Indemnified  Party for any
          settlement of any action or claim without the consent of the


                                       9
<PAGE>


          indemnifying  party; no indemnifying  party may unreasonably  withhold
          its consent to any such settlement. No indemnifying party will consent
          to entry of any judgment or enter into any  settlement  which does not
          include as an unconditional term thereof the giving by the claimant or
          plaintiff to such Indemnified Party of a release from all liability in
          respect to such claim or litigation.

     d.   In order to  provide  for just  and  equitable  contribution  to joint
          liability under the Securities Act in any case in which either (i) any
          Holder  exercising  rights under this  Agreement,  or any  controlling
          Person of any such Holder, makes a claim for indemnification  pursuant
          to this Section 7 but it is judicially  determined  (by the entry of a
          final judgment or decree by a court of competent  jurisdiction and the
          expiration  of time to  appeal  or the  denial  of the  last  right of
          appeal)  that such  indemnification  may not be  enforced in such case
          notwithstanding   the  fact  that  this   Section   7   provides   for
          indemnification   in  such  case,  or  (ii)  contribution   under  the
          Securities  Act may be required on the part of any such selling Holder
          or  any  such   controlling   Person   in   circumstances   for  which
          indemnification  is provided  under this Section 7; then,  and in each
          such  case,  the  Company  and  such  Holder  will  contribute  to the
          aggregate losses,  claims, damages or liabilities to which they may be
          subject (after  contribution  from others) in such  proportion so that
          such  Holder  is  responsible  for  the  portion  represented  by  the
          percentage that the aggregate public offering price of the Registrable
          Stock offered by such Holder  pursuant to the  Registration  Statement
          bears to the aggregate public offering price of all securities offered
          pursuant to the Registration Statement, and the Company is responsible
          for the remaining portion; provided,  however, that, in any such case,
          (a) no Person or entity guilty of fraudulent misrepresentation (within
          the meaning of Section 11(f) of the  Securities  Act) will be entitled
          to  contribution  from any Person or entity who was not guilty of such
          fraudulent  misrepresentation  and (b) no such Holder will be required
          to contribute any amount in excess of the public offering price of all
          such  Registrable  Stock  offered-by it pursuant to such  Registration
          Statement.

8.   REPORTING REQUIREMENTS UNDER THE EXCHANGE ACT.

     a.   When it is first legally required to do so, the Company shall register
          its Common  Stock under  Section 12 of the Exchange Act and shall keep
          effective such  registration  and shall timely file such  information,
          documents and reports as the Commission may require or prescribe under
          Section 13 of the Exchange Act.  From and after the effective  date of
          the first  Registration  Statement  filed by the Company,  the Company
          shall  (whether or not it shall then be required to do so) timely file
          such information,  documents and reports as the Commission may require
          or prescribe  under Section 13 or 15(d)  (whichever is  applicable) of
          the Exchange Act.

     b.   Immediately  upon becoming  subject to the reporting  requirements  of
          either  Section 13 or 15(d) of the  Exchange  Act,  the Company  shall
          forthwith  upon  request  furnish  any Holder of  Registrable  Stock a
          written  statement by the Company  that, if true, it has complied with
          such reporting requirements.


                                       10
<PAGE>


     c.   The  Company   acknowledges  and  agrees  that  the  purposes  of  the
          requirements  contained  in this  Section 8 are (i) to enable any such
          Holder to  comply  with the  current  public  information  requirement
          contained in subparagraph (c) of Rule 144 should such Holder ever wish
          to dispose of any of the  securities  of the  Company  acquired  by it
          without  registration  under the  Securities Act in reliance upon Rule
          144 (or any other similar or successor exemptive provision),  and (ii)
          to qualify the Company for the use of Registration  Statements on Form
          S-3.

     d.   In addition,  the Company shall take such other measures and file such
          other  information,  documents  and  reports,  as shall  hereafter  be
          required by the Commission as a condition to the  availability of Rule
          144 (or any similar or  successor  exemptive  provision  hereafter  in
          effect) and the use of Form S-3.

     e.   The  Company  covenants  to use  commercially  reasonable  efforts  to
          qualify for the use of Form S-3.

9.   STOCKHOLDER INFORMATION. The Company may require each Holder of Registrable
     Stock as to which  any  registration  is to be  effected  pursuant  to this
     Agreement to furnish the Company in a timely manner such  information  with
     respect to such Holder and the  distribution of such  Registrable  Stock as
     the  Company  may from time to time  reasonably  request in writing  and as
     shall be required by law or by the Commission in connection therewith.

10.  NOTICES.  Any  notice  or  other  communication  in  connection  with  this
     Agreement  shall be deemed  to be  delivered  if in  writing  addressed  as
     provided below and actually delivered at said address. To TSI:

          If to the Investors or TSI:

          Thieme Securities, Inc.
          1370 Avenue of the Americas
          New York, NY 10019
          Attention: Heiko Thieme, President
          Telephone: 212-397-3900
          Fax: 212-397-4036

     with a copy to:

          Reisman & Associates, P.A.
          Attn: Jonathan Reisman Esq.
          5100 Town Center Circle
          Boca Raton, FL 33486
          Telephone: 561-361-9300
          Fax: 561-416-9249


                                       11
<PAGE>


     If to the Company:

          Statmon Technologies Corp
          114 North Doheny Drive
          Suite 201
          Los Angeles, CA 90048
          Telephone: 310-440-8053
          Fax: 310-278-6585

     with a copy to:

          Martin Licht, Esq.
          685 Third Avenue
          New York, NY 10017
          Telephone: 212-661-7100
          Fax: 212- 661-3339

     or to such  other  address  of which  notice  is duly  given  to the  other
     parties.

11.  GOVERNING LAW AND VENUE. This Agreement shall be governed-by, and construed
     in accordance with, the laws of the State of New York without giving effect
     to its  conflicts  of laws,  rules  or  principles.  Any  suit,  action  or
     proceeding with respect to this Agreement shall be brought in the courts of
     New York County in the State of New York or in the United  States  District
     Court for the  Southern  District of New York.  The parties  hereto  hereby
     accept the  exclusive  jurisdiction  of those courts for the purpose of any
     such suit,  action or  proceeding.  The parties  hereto hereby  irrevocably
     waive,  to the fullest  extent  permitted by law, any objection that any of
     them may now or hereafter have to the. laying of venue of any suit,  action
     or proceeding  rising out of or relating to this  Agreement or any judgment
     entered  by any  court  in  respect  thereof  brought  in any of the  above
     described  courts and hereby further  irrevocably  waive any claim that any
     suit, action or proceeding  brought in New York County,  New York, has been
     brought in an inconvenient forum.

12.  WAIVERS;  AMENDMENTS.  This  Agreement may be modified or amended,  and any
     provision  hereunder  may be  waived,  only by a  writing  executed  by the
     Company and the Holders of at least a majority  of the  Registrable  Stock;
     provided,  however,  that no  amendment,  modification  or waiver  shall be
     effective if and to the extent that such amendment,  modification or waiver
     grants to any one or more  Investors or TSI any rights more  favorable than
     any rights  granted to all other of them or  otherwise  treats any other of
     them differently than, unless each  negatively-affected  Person consents to
     such amendment, modification or waiver.


                                       12
<PAGE>


13.  OTHER REGISTRATION  RIGHTS.  The Company shall not grant to any third party
     any registration  rights more favorable than any of those contained herein,
     so long as any of the  registration  rights under this Agreement  remain in
     effect,  unless the  Holders of  Registrable  Stock are  granted  rights to
     participate together with any such third party in such registration rights.

14.  SUCCESSORS  AND  ASSIGNS.  This  Agreement  shall be binding upon and shall
     inure to the benefit of the respective  legal  representatives,  successors
     and assigns of the parties hereto and the Investors provided, however, that
     no  Investor  or  Person  who  acquires  Registrable  Stock  from a  Holder
     (a "Transferee") shall be  entitled  to any  rights  under  this  Agreement
     unless, upon request of the Company,  such Investor or Transferee agrees to
     be bound by the terms and conditions of this Agreement.

15.  COUNTERPARTS.  This Agreement may be executed in two or more  counterparts,
     each of which shall be deemed an original,  but all of which together shall
     constitute one and the same instrument.

16.  ENTIRE  AGREEMENT.  This Agreement  constitutes the entire agreement of the
     parties with respect to the subject matter  hereof.  To the extent any term
     or other  provision of any other agreement or instrument by which any party
     hereto is bound  conflicts  with this  Agreement,  this Agreement will have
     precedence over such conflicting term or provision.

17.  HEADINGS.  Headings in this  Agreement are included for reference  only and
     shall have no effect upon the construction or interpretation of any part of
     this Agreement.

18.  SEVERABILITY.  If any  provision  of  this  Agreement  shall  beheld  to be
     illegal,   invalid  or  unenforceable,   such  illegality,   invalidity  or
     unenforceability  shall attach only to such  provision and shall not in any
     manner  affect  or  render  illegal,  invalid  or  unenforceable  any other
     provision of this Agreement,  and this Agreement shall be carried out as if
     any such illegal,  invalid or  unenforceable  provision  were not contained
     herein.

                            [SIGNATURE PAGE FOLLOWS]


                                       13
<PAGE>

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.

                                                   STATMON TECHNOLOGIES CORP.


                                                   By:  /s/ Geoffrey P. Talbot
                                                     ---------------------------
                                                     Name:  Geoffrey P. Talbot
                                                     Title: President


                                                   THIEME SECURITIES, INC.


                                                   By: /s/
                                                     ---------------------------
                                                     Name:
                                                     Title:


                                       14
<PAGE>


                                   SCHEDULE A

                           (Pursuant to paragraph 7.)



<PAGE>


<TABLE>

<S>                                                                             <C>
UCC FINANCING STATEMENT ADDENDUM

FOLLOW INSTRUCTIONS (front and back) CAREFULLY
================================================================================
9. NAME OF FIRST DEBTOR (1a or 1b) ON RELATED FINANCING STATEMENT
   -----------------------------------------------------------------------------
   9a. ORGANIZATION'S NAME

   -----------------------------------------------------------------------------
OR
   -----------------------------------------------------------------------------
   9b. INDIVIDUAL'S LAST NAME            FIRST NAME          MIDDLE NAME, SUFFIX

================================================================================
10. MISCELLANEOUS:



                                                                                    THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
=================================================================================================================================
11. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME- insert only one name (11a or 11b) - do not abbreviate or combine names
    -----------------------------------------------------------------------------------------------------------------------------
    11a. ORGANIZATIONS NAME

OR  -----------------------------------------------------------------------------------------------------------------------------

    -----------------------------------------------------------------------------------------------------------------------------
    1lb. INDIVIDUALS'S LAST NAME                   FIRST NAME                   MIDDLE NAME                          SUFFIX

---------------------------------------------------------------------------------------------------------------------------------
11c. MAILING ADDRESS                               CITY                         STATE             POSTAL CODE        COUNTRY

---------------------------------------------------------------------------------------------------------------------------------
11d.TAX ID# SSN OR FIN  ADD'L INFO RE  11e.TYPE OF ORGANIZATION  11f.JURISDICTION OF ORGANIZATION  11g.ORGANIZATIONAL ID#, if any
                        ORGANIZATION
                        DEBTOR                                                                                           [_] NONE
=================================================================================================================================
12. [_] ADDITIONAL SECURED PARTY'S  or [_] ASSIGNOR S/P'S NAME - insert only one name (12a or 12b)
    -----------------------------------------------------------------------------------------------------------------------------
    12a. ORGANIZATION'S NAME

OR  -----------------------------------------------------------------------------------------------------------------------------
    12b. INDIVIDUAL'S LAST NAME                    FIRST NAME                   MIDDLE NAME                          SUFFIX

    -----------------------------------------------------------------------------------------------------------------------------
12c. MAILING ADDRESS                               CITY                         STATE             POSTAL CODE        COUNTRY

=================================================================================================================================
13. This FINANCING STATEMENT covers [_] timber to be cut or [_] as-extracted    16. Additional collateral description:
    collateral, or is filed as a [_] fixture filing.

14. Description of real estate:






15. Name and address of a RECORD OWNER of above-described real estate
   (if Debtor does not have a record interest):
                                                                                =================================================
                                                                                17. Check only if applicable and check only one
                                                                                    box.

                                                                                Debtor is a [_] Trust or [_] Trustee acting with
                                                                                respect to property held in trust or
                                                                                [_] Decendent's Estate
                                                                                =================================================
                                                                                18. Check only if applicable and check only one
                                                                                    box.
                                                                                [_] Debtor is a TRANSMITTING UTILITY
                                                                                [_] Filed in connection with a Manufactured-Home
                                                                                    Transaction - effective 30 years
                                                                                [_] Filed in connection with a Public-Finance
                                                                                    Transaction - effective 30 years
=================================================================================================================================
Search Request Copy -NATIONAL UCC FINANCING STATEMENT ADDENDUM (FORM UCC1Ad) (REV.07/29/98)

</TABLE>


<PAGE>


                           STATMON TECHNOLOGIES CORP.

                                   CERTIFICATE


     The undersigned  each hereby  certifies that 4e is an executive  officer of
Statmon Technologies Corp. (the "Company") and that he has been duly elected and
is  presently  serving in such  capacity in  accordance  with the By-Laws of the
Company.

     In order to induce Martin C. Licht, Esq. ("MCL") to render the opinion,  as
hereinafter  defined, and recognizing that MCL will rely hereon, the undersigned
hereby  further  certifies  that  the  undersigned  (a) has read  carefully  and
understood the Placement  Agent  Agreement by and between the Company and Thieme
Securities,  Inc. (the "Placement Agent"),  dated October 15, 2001 and the other
agreements  referred to therein  (collectively,  the "Agreement")  including the
opinion (the  "Opinion"),  a copy of which is annexed hereto as Exhibit A, which
is to be delivered by MCL as counsel to the Company to the  Placement  Agent and
(b) certifies that (i) all statements contained in the Agreement and the Opinion
are true and correct as of the date hereof, and (ii) knows of no fact that would
render any of the  statements  made by MCL in the Opinion  untrue,  incorrect or
misleading  in any respect in light of the  circumstances  under which they ware
made.  The  undersigned  hereby agree to indemnify  MCL in  connection  with any
breach of the foregoing.

     IN WITNESS  WHEREOF,  the undersigned has executed this Certificate this 15
day of October, 2001.

                                                   STATMON TECHNOLOGIES CORP.

                                                   By: /s/ Geoffrey P. Talbot
                                                     ---------------------------
                                                     Geoffrey P. Talbot
                                                     Chief Executive Officer


                                                   By: /s/ Peter J. Upfold
                                                     ---------------------------
                                                     Peter J. Upfold
                                                     Chief Technology Officer




<PAGE>

STATMON TECHNOLOGIES CORP.


                                October 11, 2001

Marc G. Rosenberg, Esq.
Law Offices of Martin C. Licht
685 Third Avenue, 21st Floor
New York, NY  10017


Jonathan Reisman, Esq.
Reisman & Associates, P.A.
5100 Town Center Circle, Suite 430
Boca Raton, FL 33486

Gentlemen:

     Please be advised  that as of the date  hereof,  it is the  opinion of tine
Company  that the fair  market  value of  250,000  shares  of  common  stock and
warrants to purchase  250,000  shares of common stock at an exercise price of $2
per share does not exceed all aggregate of $12,000, based upon the following:

l.   As  of  June  30,  2001,  the  Company  had  an   accumulated   deficit  of
     approximately $440,000 and a negative net worth of approximately  $190,000.

2.   As of June 30, 2001, the Company had a working capital deficit of in excess
     of $200,000.

3.   In the Company's  only capital  raising  transaction  to date,  the Company
     issued its promissory  note in the amount of $250,000 and 250,000 shares of
     common stock, as a unit, For a purchase price of $250.000.

4.   The  holder  of the  $250,000  note  has a first  lien  against  all of the
     Company's  assets and the Company does not presently have the capability to
     repay the loan.

5.   The Company has been seeking  additional  capital since March 2001 on terms
     similar to the terms  described in the Placement  Agent  Agreement  between
     Thieme Securities, Inc. and the Company.

Very truly yours,

STATMON TECHNOLOGIES CORP.


/s/ Geoffrey P. Talbot
----------------------
GEOFFREY P. TALBOT
Chief Executive Officer



--------------------------------------------------------------------------------
114 N. Doheny Drive, Suite 201                             Phone. (310) 440-8053
Los Angeles, CA 90048                                        Fax: (310) 278-8585
                                www.statmon.com


<PAGE>


                                  CERTIFICATE


     Geoffrey  P.  Talbot,  the Chief  Executive  Officer  and  Chief  Financial
Officer, and Peter Upfold, the Chief Technology Officer, of Statmon Technologies
Corp.,  a  corporation  organized  under the laws of the State of Delaware  (the
"Company"),  pursuant to paragraph 13(c) of the Placement Agent Agreement, dated
October 15, 2001,  by and between the Company and Thieme  Securities,  Inc. (the
"Placement Agent") hereby certify on behalf of the Company that:

     1.   The  conditions  set  forth  in  Section  13 of  the  Placement  Agent
          Agreement are satisfied in all respects; and

     2.   The  representations  and  warranties of the Company  contained in the
          Placement  Agent  Agreement are true and correct at and as of the date
          hereof and the Company has complied with all  agreements and satisfied
          all conditions to be performed or satisfied  pursuant to the Placement
          Agent Agreement as of the date hereof.

     All capitalized terms used herein and not specifically defined herein shall
have the same means as ascribed thereto in the Placement Agent Agreement.

     IN WITNESS WHEREOF, the undersigned have executed this instrument as of the
15 day of October, 2001.

                                            STATMON TECHNOLOGIES CORP.

                                            By: /s/ Geoffrey P. Talbot
                                              ---------------------------
                                              Name:  Geoffrey P. Talbot
                                              Title: Chief Executive Officer
                                                     and Chief Financial Officer

                                            By: /s/ Peter J. Upfold
                                              ---------------------------
                                              Peter J. Upfold
                                              Chief Technology Officer



<PAGE>


                                   EXHIBIT J

                          OPINION OF COMPANY'S COUNSEL





<PAGE>


                                MARTIN C. LICHT
                          685 Third Avenue, 21St floor
                            New York, New York 10017
                        Telephone: (212) 661-7100 x 268
                           Telecopier: (212) 661-3339
                             lichtsrndn@yahoo. com

                                October 15, 2001

Thieme Securities, Inc.
1370 Avenue of the Americas
New York, NY 10019

Ladies and Gentlemen:

     I have acted as counsel to Statmon  Technologies Corp. (the "Company"),  in
connection  with (a) the execution and delivery of that certain  Placement Agent
Agreement,  dated as of October  12,  2001 (the  "Placement  Agent  Agreement"),
between the Company and Thieme  Securities,  Inc. (the "Placement  Agent" ), (b)
the Loan Documents, (c) the Registration Rights Agreement as of October 12, 2001
(the "Registration  Rights Agreement"),  (c) the Placement Agent Warrant and (d)
the  consummation  of  the  transactions  contemplated  by the  Placement  Agent
Agreement.  This opinion is being  furnished to the Placement  Agent pursuant to
Section 13 of the Placement  Agent  Agreement.  Whenever  capitalized  terms are
used, but not defined herein,  they shall have the respective  meanings ascribed
to such terms in the Placement Agent Agreement.

     In such capacity and for the purposes of rendering the opinions hereinafter
expressed,  I have  examined and relied upon  original,  reproduced or certified
copies of corporate records,  agreements,  certificates and other communications
of officers and  representatives of the Company and of public officials and such
other  documents  as I have  deemed  relevant or  necessary  as a basis for such
opinion.  Specifically,  I have examined  original,  certified,  photostatic  or
conformed copies of (i) the corporate  proceedings  relating to the organization
and existence of the Company, (ii) certificates of public officials relating' to
the  existence  and good  standing  of the  Company,  (iii) the  Certificate  of
Incorporation  and  By-laws  of the  Company  as in effect on  hereof,  (iv) the
corporate  proceedings  relating  to the  Company's  authorization  of  (A)  the
execution and delivery of the Placement Agent  Agreement,  (B) the  Subscription
Agreements with the Purchasers  (the  "Subscription  Agreements"),  (C) the Loan
Documents,  (D)  the  Placement  Agent  Warrant,  (E)  the  Registration  Rights
Agreement and (E) the Warrants to be issued to the Purchasers  (the  "Warrants")
(v) the Company's  letter dated  October,  2001 with respect to the valuation of
the Company's shares of Common Stock, a copy of which is annexed hereto and (vi)
the Agreement between John Hoff and the Company dated October 12, 200l.  In such
examination,  I have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the legal capacity of all persons
executing such documents, the conformity to authentic originals of all documents
submitted to us as reproduced or certified  copies and the truth and correctness
of any representations and warranties contained therein.


<PAGE>


     In addition,  I have assumed that all parties,  other than the Company, are
duly  authorized to enter into all documents and  instruments  to be executed by
those parties in connection with the Placement Agent Agreement and to consummate
the transactions contemplated thereby in accordance with their respective terms,
and that,  upon execution and delivery by those parties,  all such documents and
instruments will be valid and binding  obligations of those parties  enforceable
against those parties in accordance with their respective terms.

     Based  upon  and  in  reliance  upon  the  foregoing,  and  subject  to the
qualifications and limitations hereinafter set forth, I am of the opinion that:

     1.   The  Company  has been duly  organized  and is validly  existing  as a
          corporation   in  good  standing  under  the  laws  of  its  state  of
          incorporation  with full corporate  power and authority to perform its
          obligations  under  the  Placement  Agent  Agreement,   and  the  Loan
          Documents, the Subscription  Agreements,  Placement Agent Warrant, the
          Registration  Rights Agreement and the Warrants (all of such documents
          hereinafter  collectively referred to as the "Company Agreements") and
          to conduct its proposed business and is duly qualified or licensed and
          in good  standing as a foreign  corporation  in the  jurisdiction  set
          forth in which such qualification or license is required.  The Company
          has all  corporate  power  and  authority  to enter  into the  Company
          Agreements and to carry out the  provisions and conditions  hereof and
          thereof,  and  all  consents;  authorizations,  approvals  and  orders
          required in connection  herewith and therewith have been obtained.  No
          consent,  authorization  or order of, and no filing  with,  any court,
          government  agency or other body is  required  by the  Company for the
          issuance of the Securities pursuant to the Subscription Agreements, or
          the Placement Agent Warrants except with respect to applicable Federal
          and state securities laws.

     2.   This Company  Agreements have been duly and validly  authorized by the
          Company,  and upon due  execution  by the Company of such  agreements,
          each will be, valid and binding agreements of the Company, enforceable
          in accordance with their respective  terms,  except to the extent that
          (1)  the   enforceability   hereof  or  thereof  may  be  limited  =by
          bankruptcy,  insolvency,  reorganization,  moratorium  or similar laws
          from time to time in effect  and  affecting  the  rights of  creditors
          generally,  (2) the  enforceability  hereof or  thereof  is subject to
          general principles of equity, and (3) the  indemnification  provisions
          herein or therein may he held to be  violative of public  policy.  The
          Securities and the Placement Agent Warrant have been duly  authorized,
          and in the case of the Common  Stock  underlying  the Warrants and the
          Placement Agent Warrant,  reserved,  and when issued and paid for will
          be validly issued, fully paid and non-assessable;  the holders thereof
          or he Securities and the Placement  Agent Warrant are not and will not
          be subject to the preemptive  rights of any stockholder of the Company
          which exists on the date hereof  under the  Company's  Certificate  of
          Incorporation  or  By-laws  or  otherwise;  and all  corporate  action
          required to be taken for the  authorization,  issuance and sale of the
          Securities  has been duly and validly  taken by the  Company.  Neither
          sale, the issuance or delivery of the Notes or the other Securities or
          compliance with the terms of the Notes, including,  but limited to the
          payment  of  the  interest  thereon.  or  any  of  the  other  Company
          Agreements or the transactions  contemplated  thereby will violate any
          applicable usury laws.


                                      -2-


<PAGE>

     3.   The  authorized  capital  stock of the Company  consists of 15,000,000
          shares  consisting of 10,000;000  shares of Common Stock and 5,000,000
          shares of Preferred  Stock.  All securities  heretofore  issued by the
          Company been duly  authorized  and validly  issued in accordance  with
          applicable  law,  and are fully  paid and  non-assessable.  Holders of
          outstanding  securities of the Company have no  preemptive  rights (by
          virtue  of  holding  such   securities)   under  applicable  law,  the
          Certificate of Incorporation  or By-laws of the Company,  or any other
          agreement known to such counsel.

     4.   1 am not aware of any action, suit,  proceeding at law or in equity or
          by or before any governmental instrumentality or agency now pending or
          threatened  against  the  Company  or  any  of  its  properties  or in
          connection  with  the  Offering  or  the  Company   Agreements  or the
          consummation of the transactions contemplated hereby or thereby.

     5.   Neither the execution and delivery of the Company  Agreements  nor the
          issue and sale of the  Securities or the  Placement  Agent Warrant nor
          the consummation of any of the transactions  contemplated  therein nor
          the compliance by the Company with the terms and  provisions  thereof,
          will result in any violation of, be in conflict  with, or constitute a
          default under (i) provisions of the  Certificate of  Incorporation  or
          the By-laws of the Company; (ii) any judgment,  decree or order of any
          court or  administrative  body, or any material  agreement,  contract,
          indenture  or other  instrument,  in each case to which the Company or
          any subsidiary of the Company is a party and of which such counsel has
          knowledge;  or  (iii)  to  my  knowledge,   any  statute  or  rule  or
          governmental  regulation  applicable to the Company. To the best of my
          knowledge, the Company has no subsidiaries.

     6.   No  registration  under the Act is  required  in  connection  with the
          issuance and sale of the  Securities or the Placement  Agent  Warrant;
          based solely on my review of the agreements listed on Exhibit F of the
          Placement Agent Agreement,  the corporate  proceedings of the Company,
          the By-laws and Certificate of Incorporation  and discussions with the
          Company,  and nothing has come to my  attention  to lead me to believe
          that any information  contained in the Company Disclosure contains any
          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, in the light of the circumstances under which they were made,
          not misleading.

     7.   Upon the filing of the Financing Statement in the form attached hereto
          with  the  individual  and/or  entities  as set  forth on  Schedule  A
          attached hereto, the Notes,  subject to  the security interest of John
          Hoff in  connection  with a loan of $260,000 to the  Company,  will be
          secured by a first priority  security interest on all of the assets of
          the Company including those thereafter acquired.


                                       -3-


<PAGE>


     The foregoing opinion is subject to the following additional exceptions and
limitations:

     (1) I express no opinion  as to the effect of any  bankruptcy,  insolvency,
reorganization,  fraudulent  conveyance,  preference,  equitable  subordination,
moratorium,  bulk sales,  marshaling or other laws affecting the  enforcement of
creditors' right generally.

     (2) I express no opinion  concerning  the  application  of the doctrines of
waiver,  estoppel  or  election of  remedies  or the  application  of  equitable
principles  when equitable  remedies are sought,  including the  availability of
injunction and specific performance.

     (3) I  express  no  opinion  as to the  enforceability  of  any  provisions
contained in the  agreements  and  instruments  referred to herein  allowing any
party to  exercise  any rights  without  first  giving any  notice  required  by
applicable law to the person or entity signatory  thereto or bound thereby,  nor
do I express any opinion as to the enforceability of any provisions contained in
the  agreements  and  instruments  referred  to herein (i)  relating to delay or
failure  by any  holder to  exercise  any  right,  remedy  or  option  under the
agreements and instruments referred to herein not operating as a waiver, or (ii)
seeking to waive the benefits of any statute of  limitations  or any  applicable
bankruptcy  or  insolvency  law or which waives any rights under any  applicable
statutes or rules hereafter enacted or promulgated.

     (4) Whenever my opinion  with respect to the  existence or absence of facts
is indicated to be based on my knowledge, best knowledge, awareness or the like,
it is intended to signify that,  except to the extent  otherwise  stated herein,
the attorneys within my firm who have provided substantive representation to the
Company have actual knowledge of the existence or absence of such facts.  Except
to the extent  otherwise  stated herein,  I have based my opinion solely on such
documents  and  information  as have  been  given to me by the  Company  and its
principal  officers  and I  have  undertaken  no  independent  investigation  to
determine the completeness or accuracy of any such documents or information.

     (5) I am admitted to the practice of law only in the State of New York. The
opinions set forth herein are based upon the laws of the State of New York,  the
corporate  law of the  State of  Delaware  and the  Federal  laws of the  United
States.  To the extent  that the law of other  jurisdictions  apply  directly or
through application of the choice of law doctrine to any document or instrument,
and differ from the effect of the laws of the foregoing, I express no opinion as
to the legality,  validity,  binding effect or  enforceability of any particular
provision thereof.

     (6) I express no  opinion as to (a) the  completeness  or  accuracy  of any
financial  statements  of the Company,  the notes  thereto,  schedules and other
statistical  data. (b) the Company's title to or ownership of any of its assets,
or (c) the Company's financial condition or future operations.

     The foregoing  opinion is expressed as of the date hereof and I will not be
obligated to advise you if the any  applicable  laws change or if I become aware
of any facts that might  change  the  opinions  expressed  herein.  The  opinion
expressed  herein is for the  benefit of and may be relied  upon only by you and
solely in connection  with the  consummation  of the  transactions  contemplated


                                      -4-


<PAGE>


by the Placement Agent Agreement. Unless otherwise required by law, neither this
opinion nor any extract  therefrom  or  reference  hereto  shall be published or
delivered to any other person or relied upon for any other  purpose  without our
express written consent.

                                                   Very truly yours,


                                                   Martin C. Licht



                                      -5-