PRIVATE EQUITY LINE OF CREDIT AGREEMENT

                                     Between

                         Treadstone Investments Limited

                                       And

                           Medisys Technologies, Inc.

         PRIVATE EQUITY LINE OF CREDIT  AGREEMENT  dated as of February 24, 2000
(the  "Agreement"),  between  Treadstone  Investments  Limited, a British Virgin
Islands  corporation  (the  "Investor")  and  Medisys   Technologies,   Inc.,  a
corporation  organized  and  existing  under  the laws of the State of Utah (the
"Company").

         WHEREAS,  the parties  desire  that,  upon the terms and subject to the
conditions  contained herein,  the Company shall issue and sell to Investor from
time to time as provided  herein,  and Investor shall purchase,  up to 6,000,000
shares (the "Aggregate Purchase Amount") of the Common Stock (as defined below);
and

         WHEREAS,  such  investments  will be made by the  Investor as statutory
underwriter of a registered  indirect  primary  offering of such Common Stock by
the Company.

         NOW, THEREFORE, the parties hereto agree as follows:

                                   ARTICLE I

                               Certain Definitions

         Section 1.1 "Bid Price"  shall mean the closing bid price (as  reported
by Bloomberg  L.P.) of the Common Stock on the  Principal  Market on the date in
question.

         Section 1.2 "Capital Shares" shall mean the Common Stock and any shares
of any other class of common stock whether now or hereafter  authorized,  having
the right to  participate  in the  distribution  of  earnings  and assets of the
Company.

         Section 1.3 "Capital  Shares  Equivalents"  shall mean any  securities,
rights, or obligations that are convertible into or exchangeable for or give any
right to  subscribe  for any  Capital  Shares of the  Company  or any  warrants,
options or other rights to subscribe for or purchase  Capital Shares or any such
convertible or exchangeable securities.

         Section 1.4 "Closing"  shall mean one of the closings of a purchase and
sale of the Common Stock pursuant to Section 2.1.


                                       1
<PAGE>

         Section 1.5 "Closing Date" shall mean,  with respect to a Closing,  the
fifth  Trading Day following  the end of the  Valuation  Period  related to such
Closing,  provided all  conditions  to such  Closing  have been  satisfied on or
before such Trading Day.

         Section 1.6 "Commitment  Amount" shall mean the dollar amount necessary
which the  Investor has agreed to provide to the Company in order to purchase up
to 6,000,000 Put Shares pursuant to the terms and conditions of this Agreement.

         Section 1.7 "Commitment Period" shall mean the period commencing on the
Effective  Date and  expiring on the  earliest to occur of (x) the date on which
the  Investor  shall  have  purchased  6,000,000  Put  Shares  pursuant  to this
Agreement, (y) the date this Agreement is terminated pursuant to Section 2.4, or
(z) the date occurring eighteen (18) months from the date of commencement of the
Commitment Period.

         Section 1.8 "Common Stock" shall mean the Company's  common stock,  par
value $.0005 per share.

         Section 1.9  "Condition  Satisfaction  Date" shall have the meaning set
forth in Section 7.2.

         Section  1.10  "Effective  Date"  shall  mean the date on which the SEC
first declares  effective a Registration  Statement  registering the sale by the
Company and resale by the Investor of the Registrable Securities as set forth in
Section 7.2(f).

         Section 1.11 "Escrow  Agent" shall mean the escrow agent  designated in
the Escrow Agreement.

         Section 1.12 "Escrow  Agreement" shall mean the escrow agreement in the
form attached hereto as Exhibit A.

         Section 1.13 "Exchange  Act" shall mean the Securities  Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder.

         Section 1.14  "Investment  Amount"  shall mean the dollar  amount to be
invested by the  Investor to purchase Put Shares with respect to any Put Date as
notified by the Company to the  Investor,  all in  accordance  with  Section 2.2
hereof.

         Section 1.15 "Market Price" on any given date shall mean the average of
the three (3) lowest Bid Prices (as  reported by  Bloomberg  L.P.) of the Common
Stock on any Trading Day during the Valuation Period relating to such date.

         Section 1.16  "Material  Adverse  Effect"  shall mean any effect on the
business, Bid Price, operations,  properties,  prospects, or financial condition
of the Company that is material and adverse to the Company and its  subsidiaries
and  affiliates,  taken as a  whole,  and/or  any  condition,  circumstance,  or
situation  that would  prohibit or otherwise  interfere  with the ability of the
Company to enter into and perform any of its  obligations  under this Agreement,
the  Registration  Rights  Agreement  or the Escrow  Agreement  in any  material
respect.

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<PAGE>

         Section 1.17 "Maximum Put Amount" shall mean, as of any Put Date,  four
and one half  percent  (4.5%) of the  weighted  average  price for the three (3)
month period prior to the Put Date  multiplied by the total  trading  volume for
the three (3) month period prior to the Put Date.

         Section 1.18 "NASD" shall mean the National  Association  of Securities
Dealers, Inc.

         Section 1.19 "Outstanding" when used with reference to shares of Common
Stock or Capital Shares (collectively the "Shares"),  shall mean, at any date as
of  which  the  number  of such  Shares  is to be  determined,  all  issued  and
outstanding  Shares,  and shall  include all such Shares  issuable in respect of
outstanding scrip or any certificates  representing fractional interests in such
Shares;  provided,  however,  that "Outstanding"  shall not mean any such Shares
then directly or indirectly owned or held by or for the account of the Company.

         Section  1.20  "Person"  shall mean an  individual,  a  corporation,  a
partnership,  a limited  liability  company,  an  association,  a trust or other
entity or  organization,  including a government or political  subdivision or an
agency or instrumentality thereof.

         Section 1.21 "Principal  Market" shall mean the NASDAQ National Market,
the NASDAQ  SmallCap  Market,  the American Stock  Exchange,  the New York Stock
Exchange  or the OTC  Bulletin  Board  whichever  is at the time  the  principal
trading exchange or market for the Common Stock.

         Section  1.22  "Purchase  Price" shall mean with respect to Put Shares,
eighty-five  percent (85%) (the "Purchase Price Percentage") of the Market Price
during the  Valuation  Period  related to a Put (or such other date on which the
Purchase Price is calculated in accordance with the terms and conditions of this
Agreement).

         Section  1.23 "Put"  shall mean each  occasion  the  Company  elects to
exercise  its right to tender a Put Notice  requiring  the  Investor to purchase
shares of the Company's Common Stock, subject to the terms of this Agreement.

         Section  1.24  "Put  Date"  shall  mean  the  Trading  Day  during  the
Commitment  Period  that a Put Notice to sell  Common  Stock to the  Investor is
deemed delivered pursuant to Section 2.2(b) hereof.

         Section 1.25 "Put Notice"  shall mean a written  notice to the Investor
setting  forth the  Investment  Amount that the  Company  intends to sell to the
Investor in the form attached hereto as Exhibit B.

         Section  1.26 "Put  Shares"  shall mean all  shares of Common  Stock or
other securities  issued or issuable  pursuant to a Put that has occurred or may
occur in accordance with the terms and conditions of this Agreement.

         Section 1.27 "Registrable Securities" shall mean the Put Shares and the
Warrant Shares until (i) all Put Shares and Warrant Shares have been disposed of
pursuant to the Registration  Statement,  (ii) all Put Shares and Warrant Shares
have been sold under circumstances under which all of the applicable  conditions
of Rule 144 (or any similar  provision  then in force) under the  Securities Act
("Rule  144")  are met,  (iii)  all Put  Shares  and  Warrant  Shares  have been
otherwise  transferred to persons who may trade such shares without  restriction
under the  Securities  Act, and the Company has delivered a new  certificate  or
other evidence of ownership for such securities not bearing a restrictive legend
or (iv) such time as, in the opinion of counsel to the  Company,  all Put Shares
and Warrant  Shares may be sold without any time,  volume or manner  limitations
pursuant  to Rule  144(k) (or any similar  provision  then in effect)  under the
Securities Act.

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<PAGE>

         Section 1.28  "Registration  Rights Agreement" shall mean the agreement
regarding  the filing of the  Registration  Statement for the sale and resale of
the Registrable Securities annexed hereto as Exhibit C.

         Section  1.29  "Registration   Statement"  shall  mean  a  registration
statement  on Form S-3 (if use of such  form is then  available  to the  Company
pursuant to the rules of the SEC and, if not, on such other form  promulgated by
the SEC,  such as Form S-1 or SB-2,  for which the Company  then  qualifies  and
which  counsel for the Company shall deem  appropriate,  and which form shall be
available  for the resale by the Investor of the  Registrable  Securities  to be
registered  thereunder in accordance with the provisions of this Agreement,  the
Registration  Rights  Agreement,  and in accordance  with the intended method of
distribution  of such  securities),  for the  registration  of the resale by the
Investor of the Registrable Securities under the Securities Act.

         Section 1.30 "SEC" shall mean the Securities and Exchange Commission.

         Section 1.31 "Securities Act" shall mean the Securities Act of 1933, as
amended.

         Section 1.32 "SEC Documents"  shall mean the Company's latest Form 10-K
or 10-KSB as of the time in  question,  all Forms  10-Q or 10-QSB  and 8-K filed
thereafter, and the Proxy Statement for its latest fiscal year as of the time in
question  until such time as the Company no longer has an obligation to maintain
the  effectiveness of a Registration  Statement as set forth in the Registration
Rights Agreement.

         Section 1.33 "Trading  Cushion"  shall mean the  mandatory  twenty (20)
Trading Days between Put Dates, unless waived by the Investor.

         Section  1.34  "Trading  Day"  shall  mean  any day  during  which  the
Principal Market shall be open for business.

         Section 1.35 "Valuation Event" shall mean an event in which the Company
at any time prior to the end of the Commitment Period takes any of the following
actions:

                           (a)      subdivides or combines its Common Stock;

                           (b)      pays a  dividend  on its  Capital  Shares or
makes any other distribution of its Capital Shares;



                                       4
<PAGE>


                           (c)      issues   any   additional   Capital   Shares
("Additional  Capital  Shares"),  otherwise  than as provided  in the  foregoing
Subsections  (a) and (b) above or (d) and (e) below,  at a price per share less,
or for other consideration lower, than the Bid Price in effect immediately prior
to  such  issuance,  or  without  consideration  (other  than  pursuant  to this
Agreement);

                           (d)      issues any warrants, options or other rights
to subscribe  for or purchase any  Additional  Capital  Shares and the price per
share for which Additional Capital Shares may at any time thereafter be issuable
pursuant to such  warrants,  options or other  rights shall be less than the Bid
Price in effect immediately prior to such issuance;

                           (e)      issues any  securities  convertible  into or
exchangeable  for  Capital  Shares  and the  consideration  per  share for which
Additional Capital Shares may at any time thereafter be issuable pursuant to the
terms of such convertible or exchangeable  securities shall be less than the Bid
Price in effect immediately prior to such issuance;

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

                           (g)      takes any  action  affecting  the  number of
Outstanding  Capital  Shares,  other  than  an  action  described  in any of the
foregoing Subsections (a) through (f) hereof, inclusive, which in the opinion of
the  Company's  Board of  Directors,  determined  in good  faith,  would  have a
Material Adverse Effect upon the rights of the Investor at the time of a Put.

         Section 1.36  "Valuation  Period"  shall mean the period of  twenty-one
(21) Trading Days beginning  fifteen (15) Trading Days before the Trading Day on
which a Put Notice is deemed to be  delivered  and ending five (5) Trading  Days
after such date;  provided,  however,  that if a Valuation Event occurs during a
Valuation  Period,  a new  Valuation  Period  shall  begin  on the  Trading  Day
immediately  after the occurrence of such Valuation  Event and end on the twenty
first (21st) Trading Day thereafter.

         Section 1.37 "Warrants"  shall mean the 1,125,000 Common Stock Purchase
Warrants in the form of Exhibit D hereto to be  delivered to the Investor at the
initial Closing. "Warrant Shares" shall mean the shares of Common Stock issuable
upon exercise of the Warrants.




                                       5
<PAGE>






                                   ARTICLE II

                        Purchase and Sale of Common Stock

         Section  2.1  Puts.  Upon the  terms and  conditions  set forth  herein
(including,  without  limitation,  the provisions of Article VII hereof), on any
Put Date the Company may make a Put by the delivery of a Put Notice.  The number
of Put Shares  that the  Investor  shall  receive  pursuant to such Put shall be
determined by dividing the Investment  Amount specified in the Put Notice by the
Purchase Price for such Valuation Period;  provided,  however, the Investor may,
at its sole discretion,  purchase up to an additional fifty percent (50%) of the
Maximum Put Amount  during any Put Period by notice to the Company  prior to the
end of the Valuation Period.  The Investment Amount shall not exceed the Maximum
Put Amount on the date of the Put Notice.

         Section 2.2 Mechanics.

                           (a)      Put   Notice.   At  any  time   during   the
Commitment Period, the Company may deliver a Put Notice to the Investor, subject
to the  conditions  set  forth  in  Section  7.2;  provided,  however,  that the
Investment  Amount for each Put as designated  by the Company in the  applicable
Put Notice  shall be neither  less than  $100,000  nor more than the Maximum Put
Amount.

                           (b)      Date of Delivery of Put Notice. A Put Notice
shall be deemed  delivered on (i) the Trading Day it is received by facsimile or
otherwise by the Investor if such notice is received prior to 12:00 noon Eastern
Time,  or (ii) the  immediately  succeeding  Trading  Day if it is  received  by
facsimile or otherwise  after 12:00 noon Eastern Time on a Trading Day or at any
time on a day which is not a Trading Day. No Put Notice may be deemed  delivered
on a day that is not a Trading Day.

         Section  2.3  Closings.  On or before each  Closing  Date for a Put the
Investor shall deliver the Investment Amount specified in the Put Notice by wire
transfer of immediately  available funds to the Escrow Agent. In addition, on or
prior to the Closing Date, each of the Company and the Investor shall deliver to
the  Escrow  Agent  all  documents,  instruments  and  writings  required  to be
delivered or reasonably  requested by either of them pursuant to this  Agreement
in order to implement  and effect the  transactions  contemplated  herein.  Upon
receipt of notice from the Escrow Agent that the Escrow Agent has  possession of
the Investment Amount, the Company shall, if possible, deliver the Put Shares to
the Investor's  account  through the Depository  Trust Company DWAC system,  per
written account  instructions  delivered by the Investor to the Company,  and if
the Company is not eligible to participate in the DWAC system, to deliver to the
Escrow  Agent  one  or  more   certificates,   as  requested  by  the  Investor,
representing the Put Shares to be purchased by the Investor  pursuant to Section
2.1 herein, registered in the name of the Investor or, at the Investor's option,
registered  in the name of such account or accounts as may be  designated by the
Investor.  Payment of funds to the Company and delivery of the  certificates  to
the Investor (unless  delivered by DWAC) shall occur out of escrow in accordance
with the Escrow Agreement, provided, however, that to the extent the Company has
not paid the fees,  expenses,  and  disbursements  of the Investor's  counsel in
accordance  with  Section  13.7,  the  amount  of  such  fees,   expenses,   and
disbursements shall be paid in immediately  available funds, at the direction of
the  Investor,  to  Investor's  counsel  with no  reduction in the number of Put
Shares issuable to the Investor on such Closing Date.


                                       6
<PAGE>


         Section 2.4       Termination of Investment Obligation.

                           (a)      The  obligation  of the Investor to purchase
shares of Common Stock shall terminate permanently  (including with respect to a
Closing Date that has not yet  occurred) in the event that (i) there shall occur
any stop order or suspension of the effectiveness of the Registration  Statement
for an aggregate of thirty (30) Trading Days during the Commitment  Period,  for
any  reason  other  than  deferrals  or  suspensions  in  accordance   with  the
Registration Rights Agreement as a result of corporate  developments  subsequent
to the  Effective  Date that would  require  such  Registration  Statement to be
amended  to reflect  such event in order to  maintain  its  compliance  with the
disclosure  requirements  of the Securities Act or (ii) the Company shall at any
time fail to comply with the  requirements  of Section  6.2, 6.3 or 6.5 or (iii)
the Registration Statement shall not have become effective by July 31, 2000.

                           (b)      The  obligation  of the  Company to sell Put
Shares to the Investor  shall  terminate if the Investor  fails to honor any Put
Notice  within two (2) Trading Days of the Closing Date  scheduled for such Put,
and the Company notifies  Investor of such  termination.  Upon such termination,
the  Company  shall  maintain  the  Registration  Statement  in effect  for such
reasonable  period,  not to exceed  forty-five  (45) days,  as the  Investor may
request in order to dispose of any remaining Put Shares.  Such termination shall
be the Company's sole remedy for the Investor's failure to honor a Put.

         Section  2.5  Additional  Shares.  In the event  that (a)  within  five
Trading Days of any Closing Date, the Company gives notice to the Investor of an
impending  "blackout period" in accordance with Section 3(f) of the Registration
Rights Agreement and (b) the Bid Price on the Trading Day immediately  preceding
such  "blackout  period"  (the "Old Bid Price") is greater than the Bid Price on
the first Trading Day following such "blackout period" (the "New Bid Price") the
Company shall issue to the Investor a number of additional shares (the "Blackout
Shares")  equal to the  difference  between  (y) the  product  of the  number of
Registrable  Securities  purchased by the  Investor on such most recent  Closing
Date and still held by the Investor  during such "blackout  period" that are not
otherwise  freely tradable during such "blackout  period" and the Old Bid Price,
divided  by the New Bid  Price  and (z) the  number  of  Registrable  Securities
purchased by the Investor on such most recent Closing Date and still held by the
Investor  during such "blackout  period" that are not otherwise  freely tradable
during such "blackout period".

         Section 2.5  Liquidated  Damages.  The parties hereto  acknowledge  and
agree that the  obligation  to issue  Registrable  Securities  under Section 2.5
above shall constitute liquidated damages and not penalties. The parties further
acknowledge  that (a) the amount of loss or  damages  likely to be  incurred  is
incapable or is difficult to precisely  estimate,  (b) the amounts  specified in
such  Sections  bear a  reasonable  proportion  and are not  plainly  or grossly
disproportionate  to the probable  loss likely to be incurred by the Investor in
connection  with the failure by the Company to timely cause the  registration of
the Registrable  Securities or in connection with a "blackout  period" under the
Registration  Rights Agreement,  and (c) the parties are sophisticated  business
parties and have been represented by legal and financial  counsel and negotiated
this Agreement at arm's length.



                                       7
<PAGE>


                                  ARTICLE III

                   Representations and Warranties of Investor

Investor represents and warrants to the Company that:

         Section 3.1 Intent.  The Investor is entering  into this  Agreement for
its own  account and the  Investor  has no present  arrangement  (whether or not
legally  binding) at any time to sell the Common  Stock to or through any person
or entity;  provided,  however,  that by making the representations  herein, the
Investor  does not  agree to hold the  Common  Stock  for any  minimum  or other
specific  term and reserves the right to dispose of the Common Stock at any time
in  accordance  with  federal  and  state  securities  laws  applicable  to such
disposition.

         Section 3.2  Sophisticated  Investor.  The Investor is a  sophisticated
investor (as described in Rule  506(b)(2)(ii) of Regulation D) and an accredited
investor  (as  defined  in Rule 501 of  Regulation  D),  and  Investor  has such
experience in business and financial matters that it has the capacity to protect
its own  interests  in  connection  with  this  transaction  and is  capable  of
evaluating  the merits and risks of an investment in Common Stock.  The Investor
acknowledges  that an investment in the Common Stock is speculative and involves
a high degree of risk.

         Section 3.3  Authority.  This  Agreement has been duly  authorized  and
validly  executed  and  delivered  by the  Investor  and is a valid and  binding
agreement of the Investor  enforceable  against it in accordance with its terms,
subject to applicable  bankruptcy,  insolvency,  or similar laws relating to, or
affecting  generally the  enforcement of,  creditors'  rights and remedies or by
other equitable principles of general application.

         Section 3.4 Not an Affiliate.  Investor is not an officer,  director or
"affiliate" (as that term is
defined in Rule 405 of the Securities Act) of the Company.

         Section 3.5 Organization  and Standing.  Investor is a corporation duly
organized,  validly existing, and in good standing under the laws of the British
Virgin Islands.

         Section 3.6 Absence of  Conflicts.  The  execution and delivery of this
Agreement and any other document or instrument executed in connection  herewith,
and the consummation of the transactions  contemplated  thereby,  and compliance
with the  requirements  thereof,  will not  violate any law,  rule,  regulation,
order, writ, judgment,  injunction,  decree or award binding on Investor, or, to
the Investor's knowledge, (a) violate any provision of any indenture, instrument
or agreement to which Investor is a party or is subject, or by which Investor or
any of its assets is bound;  (b) conflict with or constitute a material  default
thereunder; (c) result in the creation or imposition of any lien pursuant to the
terms of any such indenture,  instrument or agreement, or constitute a breach of
any  fiduciary  duty owed by  Investor  to any third  party;  or (d) require the
approval  of any  third-party  (which  has not been  obtained)  pursuant  to any
material contract,  agreement,  instrument,  relationship or legal obligation to
which  Investor  is  subject  or to  which  any of  its  assets,  operations  or
management may be subject.


                                       8
<PAGE>

         Section 3.7 Disclosure;  Access to  Information.  Investor has received
and  reviewed  all  documents,  records,  books  and  other  publicly  available
information  pertaining to  Investor's  investment in the Company that have been
requested  by  Investor.  The  Company  is  subject  to the  periodic  reporting
requirements  of the Exchange Act, and Investor has reviewed  copies of any such
reports that have been requested by it.

         Section 3.8 Manner of Sale. At no time was Investor  presented  with or
solicited  by or through any leaflet,  public  promotional  meeting,  television
advertisement or any other form of general solicitation or advertising.

         Section 3.9 Financial  Capacity.  Investor  currently has the financial
capacity to meet its obligations to the Company hereunder,  and the Investor has
no present knowledge of any circumstances  which could cause it to become unable
to meet such obligations in the future.

         Section 3.10 Underwriter Liability. Investor understands that it is the
position of the SEC that the  Investor is an  underwriter  within the meaning of
Section 2(11) of the  Securities Act and that the Investor will be identified as
an underwriter of the Put Shares in the Registration Statement.

                                   ARTICLE IV

                  Representations and Warranties of the Company

The Company represents and Warrants to the Investor that, except as set forth on
the Disclosure Schedule prepared by the Company and attached hereto:

         Section 4.1  Organization of the Company.  The Company is a corporation
duly  incorporated  and existing in good standing under the laws of the State of
Utah and has all  requisite  corporate  authority to own its  properties  and to
carry on its  business as now being  conducted.  The  Company  does not have any
subsidiaries  and does not own more that fifty  percent  (50%) of or control any
other business  entity except as set forth in the SEC Documents.  The Company is
duly  qualified and is in good standing as a foreign  corporation to do business
in every  jurisdiction in which the nature of the business conducted or property
owned by it makes such  qualification  necessary,  other than those in which the
failure so to qualify would not have a Material Adverse Effect.

         Section 4.2  Authority.  (i) The Company  has the  requisite  corporate
power and corporate  authority to enter into and perform its  obligations  under
this Agreement, the Registration Rights Agreement, the Escrow Agreement, and the
Warrants  and to issue the Put  Shares,  the  Warrants  and the  Warrant  Shares
pursuant to their respective terms, (ii) the execution, issuance and delivery of
this Agreement,  the Registration Rights Agreement, the Escrow Agreement and the
Warrants  by  the  Company  and  the  consummation  by  it of  the  transactions
contemplated  hereby will have been duly  authorized by all necessary  corporate
action before the Closing Date and no further  consent or  authorization  of the
Company or its Board of Directors or  stockholders  will be required,  and (iii)
this Agreement,  the Registration Rights Agreement, the Escrow Agreement and the
Warrants have been duly executed and delivered by the Company and at the initial
Closing  shall  constitute   valid  and  binding   obligations  of  the  Company
enforceable  against the Company in accordance with their terms,  except as such
enforceability may be limited by applicable bankruptcy,  insolvency,  or similar
laws relating to, or affecting  generally the enforcement of,  creditors' rights
and  remedies  or by other  equitable  principles  of general  application.  The
Company has duly and validly  authorized  and reserved  for  issuance  shares of
Common Stock sufficient in number for the issuance of the Put Shares and for the
exercise of the Warrants

                                       9
<PAGE>

         Section 4.3 Capitalization. The authorized capital stock of the Company
consists of 100,000,000 shares of Common Stock,  $0.0005 par value per share, of
which  43,817,289  shares are issued and outstanding as of December 31, 1999 and
no preferred stock. Except for (i) outstanding options and warrants as set forth
in the SEC Documents and (ii) as set forth in the Disclosure Schedule, there are
no outstanding  Capital Share  Equivalents nor any agreements or  understandings
pursuant to which any Capital Shares  Equivalents  may become  outstanding.  The
Company is not a party to any agreement  granting  registration or anti-dilution
rights to any person with respect to any of its equity or debt securities  other
than up to $2,000,000 worth of Convertible Debentures convertible into shares of
Common Stock and 250,000 shares issuable upon exercise of outstanding  warrants,
and two other existing  agreements with piggyback rights. All of the outstanding
shares of Common Stock of the Company have been duly and validly  authorized and
issued and are fully paid and non-assessable.

         Section 4.4 Common Stock.  The Company has  registered its Common Stock
pursuant to Section  12(b) or (g) of the Exchange Act and is in full  compliance
with all  reporting  requirements  of the  Exchange  Act,  and the Company is in
compliance with all requirements  for the continued  listing or quotation of its
Common  Stock,  and such  Common  Stock is  currently  listed or quoted  on, the
Principal  Market.  As of the  date  hereof,  the  Principal  Market  is the OTC
Bulletin Board and the Company has not received any notice regarding, and to its
knowledge  there is no  threat,  of the  termination  or  discontinuance  of the
eligibility of the Common Stock for such listing.

         Section  4.5 SEC  Documents.  The  Company  has made  available  to the
Investor  true and  complete  copies of the SEC  Documents.  The Company has not
provided to the Investor any information that, according to applicable law, rule
or regulation,  should have been disclosed  publicly prior to the date hereof by
the Company, but which has not been so disclosed.  As of their respective dates,
the SEC Documents complied in all material respects with the requirements of the
Exchange Act, and rules and  regulations of the SEC  promulgated  thereunder and
the SEC  Documents  did not contain any untrue  statement of a 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. The financial statements of the Company included
in  the  SEC  Documents  complied  in  all  material  respects  with  applicable
accounting  requirements  and the published  rules and regulations of the SEC or
other  applicable rules and regulations with respect thereto at the time of such
inclusion.  Such  financial  statements  have been prepared in  accordance  with
generally  accepted  accounting  principles applied on a consistent basis during
the periods involved (except (i) as may be otherwise indicated in such financial
statements  or the  notes  thereto  or (ii) in the  case  of  unaudited  interim
statements,  to the extent they exclude footnotes or may be condensed or summary
statements) and fairly present in all material  respects the financial  position




                                       10
<PAGE>

of the Company as of the dates  thereof and the results of  operations  and cash
flows for the periods  then ended  (subject,  in the case of  unaudited  interim
statements,  to normal year-end audit adjustments).  Neither the Company nor any
of its subsidiaries has any material indebtedness, obligations or liabilities of
any kind (whether accrued, absolute, contingent or otherwise, and whether due or
to become  due) that would  have been  required  to be  reflected  in,  reserved
against or  otherwise  described  in the  financial  statements  or in the notes
thereto in accordance  with GAAP,  which was not fully  reflected  in,  reserved
against or otherwise described in the financial  statements or the notes thereto
included in the SEC  Documents  or was not  incurred in the  ordinary  course of
business  consistent  with the Company's past  practices  since the last date of
such financial statements.

         Section 4.6 Valid  Issuances.  When  issued and paid for in  accordance
with the terms hereof or of the Warrants,  the Put Shares and the Warrant Shares
will be duly and validly  issued,  fully paid, and  non-assessable.  Neither the
sales of the Put Shares, the Warrants or the Warrant Shares pursuant to, nor the
Company's performance of its obligations under, this Agreement, the Registration
Rights  Agreement,  the Escrow  Agreement or the Warrants will (i) result in the
creation or  imposition  by the Company of any liens,  charges,  claims or other
encumbrances upon the Put Shares,  the Warrants or the Warrant Shares or, except
as contemplated  herein,  any of the assets of the Company,  or (ii) entitle the
holders of Outstanding Capital Shares to preemptive or other rights to subscribe
for or acquire the Capital  Shares or other  securities of the Company.  The Put
Shares,  the Warrants  and the Warrant  Shares shall not subject the Investor to
personal  liability to the Company or its creditors by reason of the  possession
thereof.

         Section 4.7 No Conflicts.  The execution,  delivery and  performance of
this  Agreement  by the  Company  and the  consummation  by the  Company  of the
transactions  contemplated hereby,  including without limitation the issuance of
the Put Shares,  the  Warrants and the Warrant  Shares,  do not and will not (i)
result in a violation of the Company's  Articles of  Incorporation or By-Laws or
(ii)  conflict  with,  or  constitute a material  default (or an event that with
notice or lapse of time or both would become a default) under, or give to others
any rights of  termination,  amendment,  acceleration  or  cancellation  of, any
material  agreement,  indenture  or  instrument,  or any  "lock-up"  or  similar
provision  of any  underwriting  or similar  agreement to which the Company is a
party, or (iii) result in a violation of any federal,  state or local law, rule,
regulation,  order,  judgment or decree (including  federal and state securities
laws  and  regulations)  applicable  to the  Company  or by which  any  material
property  or asset of the  Company  is bound  or  affected,  nor is the  Company
otherwise in violation  of,  conflict with or default under any of the foregoing
(except in each case for such  conflicts,  defaults,  terminations,  amendments,
accelerations,  cancellations and violations as would not have,  individually or
in the aggregate, a Material Adverse Effect). The business of the Company is not
being  conducted  in  violation  of any  law,  ordinance  or  regulation  of any
governmental entity, except for possible violations that either singly or in the
aggregate would not have a Material Adverse Effect.  The Company is not required
under any Federal, state or local law, rule or regulation to obtain any consent,
authorization or order of, or make any filing or registration with, any court or
governmental  agency in order for it to  execute,  deliver or perform any of its
obligations  under  this  Agreement  or issue  and sell  the Put  Shares  or the
Warrants in  accordance  with the terms  hereof  (other than any SEC,  Principal
Market  or  state  securities  filings  that may be  required  to be made by the
Company subsequent to the initial Closing,  any registration  statement that may
be filed pursuant  hereto,  and any shareholder  approval  required by the rules
applicable  to companies  whose common  stock trades on the  Principal  Market);
provided that,  for purposes of the  representation  made in this sentence,  the
Company  is  assuming   and   relying   upon  the   accuracy  of  the   relevant
representations and agreements of the Investor herein.

                                       11
<PAGE>

         Section 4.8 No Material  Adverse  Change.  Since September 30, 1999, no
Material  Adverse  Effect has  occurred or exists with  respect to the  Company,
except as disclosed in the SEC Documents.

         Section 4.9 No Undisclosed Events or Circumstances. Since September 30,
1999,  no event or  circumstance  has  occurred  or exists  with  respect to the
Company  or its  businesses,  properties,  prospects,  operations  or  financial
condition,  that,  under  applicable  law, rule or regulation,  requires  public
disclosure or announcement prior to the date hereof by the Company but which has
not been so publicly announced or disclosed in the SEC Documents.

         Section 4.10 Litigation and Other  Proceedings.  Except as disclosed in
the  SEC  Documents  or  the  Disclosure  Schedule,  there  are no  lawsuits  or
proceedings pending or, to the knowledge of the Company, threatened, against the
Company or any  subsidiary,  nor has the  Company  received  any written or oral
notice of any such  action,  suit,  proceeding  or  investigation,  which  could
reasonably be expected to have a Material Adverse Effect. Except as set forth in
the SEC Documents,  no judgment,  order, writ, injunction or decree or award has
been issued by or, to the  knowledge  of the  Company,  requested  of any court,
arbitrator  or  governmental  agency  which could  result in a Material  Adverse
Effect.

         Section 4.11 No Misleading or Untrue Communication. The Company and, to
the knowledge of the Company,  any person representing the Company, or any other
person  selling or offering to sell the Put Shares or the Warrants in connection
with the transaction contemplated by this Agreement, have not made, at any time,
any oral  communication  in connection  with the offer or sale of the same which
contained  any  untrue  statement  of a  material  fact or  omitted to state any
material  fact  necessary in order to make the  statements,  in the light of the
circumstances under which they were made, not misleading.

         Section  4.12  Material  Non-Public  Information.  The  Company has not
disclosed  to the  Investor  any  material  non-public  information  that (i) if
disclosed  publicly,  would  reasonably be expected to have a material effect on
the price of the Common  Stock or (ii)  according  to  applicable  law,  rule or
regulation, should have been disclosed publicly by the Company prior to the date
hereof but which has not been so disclosed.

         Section  4.13  Insurance.  The  Company and each  subsidiary  maintains
property and casualty, general liability,  workers' compensation,  environmental
hazard,  personal  injury and other similar types of insurance with  financially
sound  and  reputable  insurers  that  is  adequate,  consistent  with  industry
standards and the Company's  historical claims  experience.  The Company has not
received  notice from,  and has no knowledge of any threat by, any insurer (that
has issued any  insurance  policy to the Company)  that such insurer  intends to
deny coverage  under or cancel,  discontinue  or not renew any insurance  policy
presently in force.

Section 4.14      Tax Matters.
                  ------------

         The Company and each  subsidiary  has filed all Tax Returns which it is
required  to file  under  applicable  laws;  all such Tax  Returns  are true and



                                       12
<PAGE>

accurate and has been  prepared in  compliance  with all  applicable  laws;  the
Company has paid all Taxes due and owing by it or any subsidiary (whether or not
such Taxes are required to be shown on a Tax Return) and have  withheld and paid
over to the  appropriate  taxing  authorities  all Taxes which it is required to
withhold  from amounts paid or owing to any employee,  stockholder,  creditor or
other third  parties;  and since  December 31, 1998,  the charges,  accruals and
reserves for Taxes with respect to the Company  (including  any  provisions  for
deferred  income  taxes)  reflected  on the books of the Company are adequate to
cover any Tax liabilities of the Company if its current tax year were treated as
ending on the date hereof.

         No claim has been made by a taxing  authority in a  jurisdiction  where
the Company does not file tax returns that the Company or any  subsidiary  is or
may be subject to taxation by that jurisdiction.  There are no foreign, federal,
state or local tax audits or administrative or judicial  proceedings  pending or
being  conducted with respect to the Company or any  subsidiary;  no information
related to Tax matters has been  requested  by any  foreign,  federal,  state or
local taxing  authority;  and,  except as  disclosed  above,  no written  notice
indicating  an intent to open an audit or other review has been  received by the
Company or any  subsidiary  from any  foreign,  federal,  state or local  taxing
authority.  There are no material unresolved  questions or claims concerning the
Company's  Tax  liability.  The Company (A) has not  executed or entered  into a
closing  agreement  pursuant to ss.  7121 of the  Internal  Revenue  Code or any
predecessor  provision  thereof  or any  similar  provision  of state,  local or
foreign  law; or (B) has not agreed to or is  required  to make any  adjustments
pursuant to ss. 481 (a) of the Internal Revenue Code or any similar provision of
state, local or foreign law by reason of a change in accounting method initiated
by the Company or any of its  subsidiaries or has any knowledge that the IRS has
proposed  any  such  adjustment  or  change  in  accounting  method,  or has any
application  pending with any taxing  authority  requesting  permission  for any
changes in  accounting  methods that relate to the business or operations of the
Company.  The  Company  has not  been a  United  States  real  property  holding
corporation  within the meaning of ss.  897(c)(2) of the  Internal  Revenue Code
during the applicable period specified in ss.  897(c)(1)(A)(ii)  of the Internal
Revenue Code.

         The Company has not made an election  underss.  341(f) of the  Internal
Revenue Code.  The Company is not liable for the Taxes of another person that is
not a  subsidiary  of the  Company  under  (A)  Treas.  Reg.  ss.  1.1502-6  (or
comparable  provisions of state,  local or foreign law),  (B) as a transferee or
successor,  (C) by contract or indemnity or (D) otherwise.  The Company is not a
party to any tax sharing  agreement.  The Company has not made any payments,  is
obligated to make payments or is a party to an agreement  that could obligate it
to make any payments that would not be deductible under ss. 280G of the Internal
Revenue Code.

                         For purposes of this Section 4.14:

                         "IRS" means the United States Internal Revenue Service.
                          ---

                           Tax" or "Taxes" means federal,  state, county, local,
                  foreign,  or  other  income,   gross  receipts,   ad  valorem,
                  franchise,  profits,  sales  or use,  transfer,  registration,
                  excise,  utility,  environmental,   communications,   real  or


                                       13
<PAGE>

                  personal property,  capital stock,  license,  payroll, wage or
                  other  withholding,  employment,  social security,  severance,
                  stamp,  occupation,  alternative or add-on minimum,  estimated
                  and other  taxes of any kind  whatsoever  (including,  without
                  limitation,  deficiencies,  penalties,  additions  to tax, and
                  interest attributable thereto) whether disputed or not.

                           "Tax Return" means any return,  information report or
                  filing with respect to Taxes, including any schedules attached
                  thereto and including any amendment thereof.

         Section 4.15 Property.  Neither the Company nor any of its subsidiaries
owns any real property,  except that Phillips  Pharmatec owns a building subject
to a $200,000  mortgage.  Each of the Company and its  subsidiaries has good and
marketable  title to all  personal  property  owned by it, free and clear of all
liens,  encumbrances  and defects  except such as do not  materially  affect the
value of such  property and do not  materially  interfere  with the use made and
proposed  to be made of  such  property  by the  Company;  and to the  Company's
knowledge  any real  property and  buildings  held under lease by the Company as
tenant are held by it under valid,  subsisting and enforceable  leases with such
exceptions  as are not  material  and do not  interfere  with  the use  made and
intended to be made of such property and buildings by the Company.

         Section  4.16  Intellectual  Property.  To the  best  of the  Company's
knowledge,  each of the Company and its subsidiaries owns or possesses  adequate
and  enforceable  rights to use all patents,  patent  applications,  trademarks,
trademark  applications,  trade  names,  service  marks,  copyrights,  copyright
applications,  licenses,  know-how (including trade secrets and other unpatented
and/or  unpatentable  proprietary  or  confidential   information,   systems  or
procedures)  and other similar rights and proprietary  knowledge  (collectively,
"Intangibles") necessary for the conduct of its business as now being conducted.
To the Company's knowledge, except as disclosed in the SEC Documents neither the
Company nor any of its  subsidiaries  is infringing upon or in conflict with any
right of any other person with respect to any  Intangibles.  Except as disclosed
in the SEC Documents,  no adverse claims have been asserted by any person to the
ownership  or use of any  Intangibles  and the Company has no  knowledge  of any
basis for such claim.

         Section 4.17 Internal  Controls and Procedures.  The Company  maintains
books and records and internal  accounting  controls  which  provide  reasonable
assurance that (i) all  transactions to which the Company or any subsidiary is a
party or by which  its  properties  are  bound are  executed  with  management's
authorization; (ii) the recorded accounting of the Company's consolidated assets
is compared  with  existing  assets at regular  intervals;  (iii)  access to the
Company's  consolidated assets is permitted only in accordance with management's
authorization;  and (iv) all transactions to which the Company or any subsidiary
is a party or by which its  properties  are bound are  recorded as  necessary to
permit preparation of the financial statements of the Company in accordance with
U.S. generally accepted accounting principles.

         Section 4.18  Payments  and  Contributions.  Neither the  Company,  any
subsidiary,  nor any of its  directors,  officers  or, to its  knowledge,  other
employees  has  (i)  used  any  Company  funds  for any  unlawful  contribution,
endorsement, gift, entertainment or other unlawful expense relating to political
activity;  (ii) made any direct or indirect unlawful payment of Company funds to
any foreign or domestic government official or employee; (iii) violated or is in
violation of any  provision of the Foreign  Corrupt  Practices  Act of 1977,  as
amended; or (iv) made any bribe, rebate, payoff, influence payment,  kickback or
other similar payment to any person with respect to Company matters.


                                       14
<PAGE>


Section 4.19 No  Misrepresentation.  The  representations  and warranties of the
Company contained in this Agreement,  any schedule,  annex or exhibit hereto and
any  agreement,  instrument  or  certificate  furnished  by the  Company  to the
Investor  pursuant to this Agreement,  do not contain any 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,  in light of the circumstances  under
which they were made, not misleading.

                                   ARTICLE V

                            Covenants of the Investor

         Investor covenants with the Company that:

         Section 5.1 Compliance with Law. The Investor's trading activities with
respect to shares of the Company's  Common Stock will be in compliance  with all
applicable  state and federal  securities  laws, rules and regulations and rules
and regulations of the Principal  Market on which the Company's  Common Stock is
listed.  Without  limiting the generality of the foregoing,  the Investor agrees
that it  will,  whenever  required  by  federal  securities  laws,  deliver  the
prospectus included in the Registration Statement to any purchaser of Put Shares
from the Investor.

                                   ARTICLE VI

                            Covenants of the Company

         Section  6.1   Registration   Rights.   The  Company  shall  cause  the
Registration Rights Agreement to remain in full force and effect and the Company
shall comply in all material respects with the terms thereof.

         Section  6.2 Listing of Common  Stock.  The  Company  hereby  agrees to
maintain the listing of the Common Stock on a Principal  Market,  and as soon as
practicable  (but in any  event  prior  to the  commencement  of the  Commitment
Period) to list the Put Shares  and the  Warrant  Shares.  The  Company  further
agrees,  if the  Company  applies to have the Common  Stock  traded on any other
Principal  Market,  it will include in such  application  the Put Shares and the
Warrant  Shares and will take such other  action as is necessary or desirable in
the opinion of the investor to cause the Common Stock to be listed on such other
Principal  Market as promptly as  possible.  The Company will take all action to
continue  the listing and trading of its Common  Stock on the  Principal  Market
(including, without limitation,  maintaining sufficient net tangible assets) and
will  comply in all  respects  with the  Company's  reporting,  filing and other
obligations  under the bylaws or rules of the Principal Market and shall provide
Investor  with copies of any  correspondence  to or from such  Principal  Market
which questions or threatens  delisting of the Common Stock,  within one Trading
Day of the Company's receipt thereof.


                                       15
<PAGE>

         Section 6.3  Exchange  Act  Registration.  The  Company  will cause its
Common Stock to continue to be  registered  under  Section 12(g) or 12(b) of the
Exchange  Act,  will use its best  efforts  to comply in all  respects  with its
reporting and filing  obligations  under the Exchange Act, and will not take any
action or file any  document  (whether or not  permitted  by Exchange Act or the
rules  thereunder) to terminate or suspend such  registration or to terminate or
suspend its reporting and filing obligations under said Act.

         Section 6.4 Legends. The certificates evidencing the Common Stock to be
sold to the Investor shall be free of restrictive legends.

         Section  6.5  Corporate  Existence.  The  Company  will  take all steps
necessary to preserve and continue the corporate existence of the Company.

Section 6.6 Additional SEC Documents.  During the Commitment Period, the Company
will deliver to the Investor, as and when the originals thereof are submitted to
the SEC for filing, copies of all SEC Documents so furnished or submitted to the
SEC, or else notify the Investor that such  documents are available on the EDGAR
system.

         Section 6.7 Notice of Certain Events Affecting Registration; Suspension
of Right to Make a Put. The Company will  immediately  notify the Investor  upon
the  occurrence  of any of the  following  events in respect  of a  registration
statement  or  related  prospectus  in  respect of an  offering  of  Registrable
Securities;  (i) receipt of any request for additional  information from the SEC
or any other  federal  or state  governmental  authority  during  the  period of
effectiveness of the Registration  Statement the response to which would require
any  amendments  or  supplements  to  the  registration   statement  or  related
prospectus;  (ii)  the  issuance  by the  SEC  or any  other  federal  or  state
governmental  authority of any stop order  suspending the  effectiveness  of the
Registration  Statement or the initiation of any  proceedings  for that purpose;
(iii)  receipt  of  any  notification  with  respect  to the  suspension  of the
qualification  or  exemption  from  qualification  of  any  of  the  Registrable
Securities for sale in any  jurisdiction or the initiation or threatening of any
proceeding  for such  purpose;  (iv) the  happening  of any event that makes any
statement  made in the  Registration  Statement  or  related  prospectus  or any
document  incorporated or deemed to be incorporated  therein by reference untrue
in any  material  respect  or that  requires  the  making of any  changes in the
Registration Statement,  related prospectus or documents so that, in the case of
the  Registration  Statement,  it will not  contain  any untrue  statement  of a
material fact or omit to state any material  fact required to be stated  therein
or necessary to make the statements therein not misleading, and that in the case
of the  related  prospectus,  it will not  contain  any  untrue  statement  of a
material fact or omit to state any material  fact required to be stated  therein
or necessary to make the statements  therein,  in the light of the circumstances
under which they were made,  not  misleading;  and (v) the Company's  reasonable
determination  that a  post-effective  amendment to the  Registration  Statement
would be  appropriate;  and the Company  will  promptly  make  available  to the
Investor any such supplement or amendment to the related prospectus. The Company
shall not deliver to the Investor any Put Notice during the  continuation of any
of the foregoing events.

         Section 6.8  Expectations  Regarding Put Notices.  Within ten (10) days
after the  commencement  of each calendar  quarter  occurring  subsequent to the
commencement of the Commitment Period, the Company must notify the Investor,  in
writing, as to its reasonable expectations as to the dollar amount it intends to
raise during such calendar quarter, if any, through the issuance of Put Notices.



                                       16
<PAGE>

Such  notification  shall  constitute only the Company's good faith estimate and
shall in no way  obligate the Company to raise such  amount,  or any amount,  or
otherwise  limit its ability to deliver Put Notices.  The failure by the Company
to comply  with  this  provision  can be cured by the  Company's  notifying  the
Investor, in writing, at any time as to its reasonable expectations with respect
to the current calendar quarter.

         Section 6.9  Consolidation;  Merger. The Company shall not, at any time
after the date hereof, effect any merger or consolidation of the Company with or
into, or a transfer of all or substantially all of the assets of the Company to,
another  entity (a  "Consolidation  Event")  unless the  resulting  successor or
acquiring  entity  (if not the  Company)  assumes by  written  instrument  or by
operation of law the  obligation to deliver to the Investor such shares of stock
and/or  securities  as the  Investor  is  entitled  to receive  pursuant to this
Agreement.

                                  ARTICLE VII

                         Conditions to Delivery of Puts
                            and Conditions to Closing

         Section 7.1  Conditions  Precedent to the  Obligation of the Company to
Issue and Sell Common Stock.  The  obligation  hereunder of the Company to issue
and sell the Put Shares to the  Investor  incident to each Closing is subject to
the satisfaction,  at or before each such Closing, of each of the conditions set
forth below.

                           (a)      Accuracy  of the  Investor's  Representation
and Warranties. The representations and warranties of the Investor shall be true
and correct in all material  respects as of the date of this Agreement and as of
the date of each such Closing as though made at each such time.

                           (b)      Performance  by the  Investor.  The Investor
shall have performed,  satisfied and complied in all material  respects with all
covenants, agreements and conditions required by this Agreement to be performed,
satisfied  or complied  with by the  Investor at or prior to such  Closing,  and
Investor shall provide a certificate to the Company,  substantially  in the form
of that  delivered  by the  Investor  at the  Closing of the sale of the Initial
Shares, to such effect.

         Section 7.2 Conditions Precedent to the Right of the Company to Deliver
a Put Notice and the  Obligation  of the  Investor to Purchase  Put Shares.  The
right of the  Company to deliver a Put Notice  and the  obligation  of  Investor
hereunder to acquire and pay for the Put Shares incident to a Closing is subject
to the  satisfaction,  on both (i) the date of  delivery  of such Put Notice and
(ii) the applicable Closing Date (each a "Condition Satisfaction Date"), of each
of the following conditions:




                                       17
<PAGE>





                           (a)     Closing Certificate.  All representations and
warranties of the Company  contained  herein shall remain true and correct as of
the  Closing  Date as though  made as of such date and the  Company  shall  have
delivered  into escrow an Officer's  Certificate  signed by its Chief  Executive
Officer  certifying  that all of the Company's  representations  and  warranties
herein  remain true and correct as of the Closing  Date and that the Company has
performed  all  covenants  and  satisfied  all  conditions  to be  performed  or
satisfied by the Company prior to such Closing;

                           (b)     Blue Sky.  The Company  shall have  obtained
all permits and  qualifications  required by any state for the offer and sale of
the  Common  Stock  to the  Investor  and by the  Investor  as set  forth in the
Registration  Rights  Agreement  or shall have the  availability  of  exemptions
therefrom;

                           (c)     Delivery of Put Shares.  Delivery into escrow
or to DTC of the Put Shares;

                           (d)     Opinion of Counsel.  Receipt by the  Investor
of an opinion of counsel to the Company, in the form of Exhibit D hereto; and

                           (e)     Transfer  Agent.  Delivery  to the  Company's
transfer  agent of  instructions  to such  transfer  agent in form and substance
reasonably satisfactory to the Investor.

                           (f)     Registration  of the  Common  Stock with the
SEC. The Registration Statement shall have previously become effective and shall
remain  effective and available for making resales of the Put Shares and Warrant
Shares by the Investor on each Condition  Satisfaction  Date and (i) neither the
Company nor the Investor  shall have received  notice that the SEC has issued or
intends to issue a stop order with respect to the Registration Statement or that
the  SEC  otherwise  has  suspended  or  withdrawn  the   effectiveness  of  the
Registration  Statement,  either  temporarily or permanently,  or intends or has
threatened  to do so (unless  the SEC's  concerns  have been  addressed  and the
Investor  is  reasonably  satisfied  that the SEC no  longer is  considering  or
intends  to take  such  action),  and  (ii) no  other  suspension  of the use or
withdrawal  of  the  effectiveness  of the  Registration  Statement  or  related
prospectus shall exist.

                           (g)     Authority.  The Company will satisfy all laws
and regulations pertaining to the sale and issuance of the Put Shares.

                           (h)     Performance by the Company. The Company shall
have  performed,  satisfied  and  complied  in all  material  respects  with all
covenants,   agreements  and  conditions   required  by  this   Agreement,   the
Registration  Rights  Agreement  and  the  Escrow  Agreement  to  be  performed,
satisfied  or  complied  with by the  Company  at or  prior  to  each  Condition
Satisfaction Date.

                           (i)     No Injunction.  No statute, rule, regulation,
executive order, decree, ruling or injunction shall have been enacted,  entered,
promulgated  or endorsed by any court or  governmental  authority  of  competent
jurisdiction  that  prohibits  or  directly  and  adversely  affects  any of the
transactions  contemplated by this Agreement,  and no proceeding shall have been
commenced that may have the effect of prohibiting or adversely  affecting any of
the transactions contemplated by this Agreement.


                                       18
<PAGE>

                           (j)      Adverse Changes. Since the date of filing of
the  Company's  most  recent SEC  Document,  no event that had or is  reasonably
likely to have a Material Adverse Effect has occurred.

                           (k)      No  Suspension of Trading In or Delisting of
Common Stock. The trading of the Common Stock  (including,  without  limitation,
the Put Shares) is not  suspended by the SEC or the  Principal  Market,  and the
Common Stock  (including,  without  limitation,  the Put Shares) shall have been
approved for listing or quotation on and shall not have been  delisted  from the
Principal  Market.  The  issuance of shares of Common  Stock with respect to the
applicable  Closing,  if  any,  shall  not  violate  the  shareholder   approval
requirements  of the Principal  Market.  The Company shall not have received any
notice threatening to delist the Common Stock from the Principal Market.

                           (l)      No  Knowledge.  The Company has no knowledge
of  any  event  more  likely  than  not to  have  the  effect  of  causing  such
Registration  Statement to be suspended or otherwise ineffective (which event is
reasonably  likely to occur within the thirty (30) Trading  Days  following  the
Trading Day on which such Notice is deemed delivered).

                           (m)      Trading  Cushion.  The Trading Cushion shall
have elapsed since the next preceding Put Date.

                           (n)      Other. On each Condition  Satisfaction Date,
the Investor shall have received and been  reasonably  satisfied with such other
certificates  and  documents  as shall  have been  reasonably  requested  by the
Investor in order for the Investor to confirm the Company's  satisfaction of the
conditions set forth in this Section 7.2.

                                  ARTICLE VIII

         Due Diligence Review; Non-Disclosure of Non-Public Information.

Section  8.1  Due  Diligence  Review.  The  Company  shall  make  available  for
inspection and review by the Investor,  advisors to and  representatives  of the
Investor  (who  may or may  not be  affiliated  with  the  Investor  and who are
reasonably  acceptable to the Company),  any  underwriter  participating  in any
disposition of the Registrable  Securities on behalf of the Investor pursuant to
the  Registration  Statement,  any such  registration  statement or amendment or
supplement  thereto or any blue sky, NASD or other filing, all SEC Documents and
other filings with the SEC, and all other publicly available corporate documents
and properties of the Company as may be reasonably  necessary for the purpose of
such review, and cause the Company's officers, directors and employees to supply
all such publicly available information  reasonably requested by the Investor or
any  such  representative,  advisor  or  underwriter  in  connection  with  such
Registration  Statement  (including,  without  limitation,  in  response  to all
questions  and other  inquiries  reasonably  made or  submitted by any of them),
prior to and  from  time to time  after  the  filing  and  effectiveness  of the
Registration  Statement  for the sole  purpose of enabling the Investor and such
representatives,  advisors and underwriters and their respective accountants and
attorneys  to conduct  initial  and ongoing due  diligence  with  respect to the
Company and the accuracy of the Registration Statement.


                                       19
<PAGE>

     Section 8.2           Non-Disclosure of Non-Public Information.

                           (a)      The Company  shall not  disclose  non-public
information  to the  Investor,  advisors to or  representatives  of the Investor
unless prior to  disclosure  of such  information  the Company  identifies  such
information  as being  non-public  information  and provides the Investor,  such
advisors and representatives  with the opportunity to accept or refuse to accept
such  non-public  information  for review.  The Company  may, as a condition  to
disclosing any non-public information hereunder, require the Investor's advisors
and representatives to enter into a confidentiality agreement in form reasonably
satisfactory to the Company and the Investor.

                           (b)      The  Company  represents  that it  does  not
disseminate  non-public  information  to any investors who purchase stock in the
Company in a public  offering,  to money  managers  or to  securities  analysts,
provided,  however,  that notwithstanding  anything herein to the contrary,  the
Company  will,  as  hereinabove  provided,  immediately  notify the advisors and
representatives of the Investor and, if any,  underwriters,  of any event or the
existence of any  circumstance  (without any obligation to disclose the specific
event or  circumstance)  of  which it  becomes  aware,  constituting  non-public
information  (whether or not requested of the Company  specifically or generally
during the course of due diligence by such persons or entities),  which,  if not
disclosed in the prospectus  included in the Registration  Statement would cause
such  prospectus to include a material  misstatement  or to omit a material fact
required to be stated therein in order to make the statements,  therein in light
of the circumstances in which they were made, not misleading.  Nothing contained
in this  Section 8.2 shall be  construed  to mean that such  persons or entities
other than the Investor  (without the written  consent of the Investor  prior to
disclosure of such  information)  may not obtain  non-public  information in the
course  of  conducting  due  diligence  in  accordance  with  the  terms of this
Agreement  and nothing  herein shall  prevent any such persons or entities  from
notifying  the Company of their opinion that based on such due diligence by such
persons  or  entities,  that  the  Registration  Statement  contains  an  untrue
statement of a material  fact or omits a material  fact required to be stated in
the  Registration  Statement  or  necessary  to make  the  statements  contained
therein, in light of the circumstances in which they were made, not misleading.

                                   ARTICLE IX

                           Transfer Agent Instructions

     Section 9.1 Transfer  Agent  Instructions.  Upon each Closing,  the Company
will issue to the transfer  agent for its Common Stock (and to any substitute or
replacement  transfer agent for its Common Stock upon the Company's  appointment
of any such substitute or replacement  transfer  agent)  instructions to deliver
the Put Shares without restrictive legends to the Escrow Agent.


                                       20
<PAGE>


     Section 9.2 No Legend or Stock  Transfer  Restrictions.  No legend shall be
placed on the share certificates representing the Put Shares and no instructions
or "stop transfer  orders," so called,  "stock transfer  restrictions," or other
restrictions  have been or shall be given to the Company's  transfer  agent with
respect thereto.

     Section 9.3 Investor's Compliance.  Nothing in this Article shall affect in
any way the  Investor's  obligations  under any  agreement  to  comply  with all
applicable securities laws upon resale of the Put Shares.

                                   ARTICLE X

                                  Choice of Law

     Section 10.1 Governing Law/Arbitration. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York applicable to
contracts  made in New York by persons  domiciled  in New York City and  without
regard to its  principles of conflicts of laws. Any dispute under this Agreement
or any Exhibit  attached  hereto  shall be submitted  to  arbitration  under the
American  Arbitration  Association  (the "AAA") in New York City,  New York, and
shall be finally  and  conclusively  determined  by the  decision  of a board of
arbitration  consisting  of three (3)  members  (hereinafter  referred to as the
"Board of  Arbitration")  selected as according to the rules  governing the AAA.
The Board of  Arbitration  shall meet on  consecutive  business days in New York
City, New York,  and shall reach and render a decision in writing  (concurred in
by a majority of the members of the Board of  Arbitration)  with  respect to the
amount,  if any, which the losing party is required to pay to the other party in
respect of a claim filed. In connection with rendering its decisions,  the Board
of Arbitration  shall adopt and follow the laws of the State of New York. To the
extent  practical,  decisions of the Board of  Arbitration  shall be rendered no
more than thirty (30) calendar days following  commencement of proceedings  with
respect thereto. The Board of Arbitration shall cause its written decision to be
delivered to all parties involved in the dispute. The Board of Arbitration shall
be  authorized  and is  directed to enter a default  judgment  against any party
refusing to participate in the arbitration  proceeding within thirty days of any
deadline for such  participation.  Any decision made by the Board of Arbitration
(either  prior to or after the  expiration  of such  thirty  (30)  calendar  day
period)  shall be final,  binding and  conclusive on the parties to the dispute,
and entitled to be enforced to the fullest  extent  permitted by law and entered
in any court of competent  jurisdiction.  The prevailing  party shall be awarded
its costs,  including  attorneys' fees, from the non-prevailing party as part of
the arbitration  award. Any party shall have the right to seek injunctive relief
from any  court of  competent  jurisdiction  in any case  where  such  relief is
available.  The prevailing party in such injunctive  action shall be awarded its
costs, including attorney's fees, from the non-prevailing party.

                                   ARTICLE XI

                                   Assignment

     Section  11.1  Assignment.  Neither  this  Agreement  nor any rights of the
Investor or the Company  hereunder  may be assigned by either party to any other
person except by operation of law. Notwithstanding the foregoing, upon the prior
written consent of the Company, which consent shall not unreasonably be withheld
or delayed in the case of an  assignment  to an affiliate of the  Investor,  the



                                       21
<PAGE>

Investor's  interest in this  Agreement may be assigned at any time, in whole or
in part, to any other person or entity (including any affiliate of the Investor)
who agrees to make the representations  and warranties  contained in Article III
and who agrees to be bound hereby.

                                  ARTICLE XII

                                     Notices

     Section 12.1 Notices. All notices, demands, requests, consents,  approvals,
and other  communications  required or permitted  hereunder  shall be in writing
and, unless otherwise  specified herein,  shall be (i) personally  served,  (ii)
deposited  in the mail,  registered  or  certified,  return  receipt  requested,
postage  prepaid,  (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other  address as such party shall have  specified
most recently by written notice. Any notice or other  communication  required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or  delivery  by  facsimile,   with  accurate  confirmation   generated  by  the
transmitting  facsimile  machine,  at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received),  or the first  business day following  such delivery (if delivered
other than on a business day during normal  business  hours where such notice is
to be received) or (b) on the second  business day following the date of mailing
by reputable courier service, fully prepaid,  addressed to such address, or upon
actual receipt of such mailing,  whichever shall first occur.  The addresses for
such communications shall be:

         If to Medisys Technologies, Inc.:  144 Napoleon Street
                                             Baton Rouge, Louisiana  70802
                                             Attention: Edward P. Sutherland
                                             Telephone: (225) 343-8022
                                             Facsimile: (225)343-8023

         if to the Investor:                 Treadstone Investments Limited
                                             c/o Dr. Dr. Batliner & Partner
                                             Aeulestrasse 74, Postfach 86
                                             FL-9490 Vaduz
                                             Furstentum Liechtenstein
                                             Telephone: 011-075-236-0404
                                             Facsimile: 011-075-236-0405


         with a copy to:                     Joseph A. Smith, Esq.
         (shall not constitute notice)       Epstein Becker & Green, P.C.
                                             250 Park Avenue
                                             New York, New York
                                             Telephone: (212) 351-4500
                                             Facsimile: (212) 661-0989


                                       22
<PAGE>

Either party hereto may from time to time change its address or facsimile number
for  notices  under this  Section  12.1 by giving at least ten (10) days'  prior
written  notice of such changed  address or facsimile  number to the other party
hereto.

                                  ARTICLE XIII

                                  Miscellaneous

     Section 13.1  Counterparts/  Facsimile/  Amendments.  This Agreement may be
executed  in multiple  counterparts,  each of which may be executed by less than
all of the parties and shall be deemed to be an original  instrument which shall
be enforceable  against the parties actually executing such counterparts and all
of which  together  shall  constitute  one and the same  instrument.  Except  as
otherwise  stated  herein,  in  lieu  of the  original  documents,  a  facsimile
transmission  or  copy of the  original  documents  shall  be as  effective  and
enforceable  as the  original.  This  Agreement may be amended only by a writing
executed by all parties.

     Section 13.2 Entire Agreement.  This Agreement,  the Exhibits hereto, which
include,  but are not limited to the Escrow Agreement,  the Registration  Rights
Agreement and the Warrants,  set forth the entire agreement and understanding of
the parties  relating to the subject  matter hereof and supersedes all prior and
contemporaneous agreements, negotiations and understandings between the parties,
both oral and  written  relating  to the subject  matter  hereof.  The terms and
conditions  of all Exhibits to this  Agreement are  incorporated  herein by this
reference  and shall  constitute  part of this  Agreement  as is fully set forth
herein.

     Section  13.3  Survival;  Severability.  The  representations,  warranties,
covenants  and  agreements  of the parties  hereto  shall  survive  each Closing
hereunder.  In the event  that any  provision  of this  Agreement  becomes or is
declared by a court of competent  jurisdiction to be illegal,  unenforceable  or
void,  this  Agreement  shall  continue  in full force and effect  without  said
provision; provided that such severability shall be ineffective if it materially
changes the economic benefit of this Agreement to any party.

     Section 13.4 Title and  Subtitles.  The titles and  subtitles  used in this
Agreement  are  used  for  convenience  only  and  are not to be  considered  in
construing or interpreting this Agreement.

     Section 13.5 Reporting  Entity for the Common Stock.  The reporting  entity
relied upon for the  determination of the trading price or trading volume of the
Common Stock on any given Trading Day for the purposes of this  Agreement  shall
be Bloomberg,  L.P. or any successor thereto.  The written mutual consent of the
Investor and the Company shall be required to employ any other reporting entity.

     Section  13.6  Replacement  of  Certificates.  Upon (i) receipt of evidence
reasonably  satisfactory  to the  Company  of the loss,  theft,  destruction  or
mutilation of a certificate  representing the Put Shares and (ii) in the case of
any such loss,  theft or  destruction of such  certificate,  upon delivery of an
indemnity  agreement or security  reasonably  satisfactory in form and amount to
the Company  (which  shall not exceed that  required by the  Company's  transfer
agent in the ordinary  course) or (iii) in the case of any such  mutilation,  on
surrender and cancellation of such certificate,  the Company at its expense will
execute and deliver, in lieu thereof, a new certificate of like tenor.


                                       23
<PAGE>


     Section  13.7 Fees and  Expenses.  Each of the  Company  and the  Investors
agrees to pay its own expenses  incident to the  performance of its  obligations
hereunder,   except  that  the  Company   shall  pay  the  fees,   expenses  and
disbursements  of  Investors'  counsel in the amount of $15,000  plus $1,500 per
Closing of a Put.

     Section 13.8 Brokerage.  Each of the parties hereto  represents that it has
had no dealings in connection  with this  transaction  with any finder or broker
who will demand  payment of any fee or  commission  from the other party  except
Jesup & Lamont  Securities  Corporation  whose fee shall be paid by the Company.
The  Company on the one hand,  and the  Investor,  on the other  hand,  agree to
indemnify  the  other  against  and hold  the  other  harmless  from any and all
liabilities  to any person  claiming  brokerage  commissions or finder's fees on
account  of  services   purported  to  have  been  rendered  on  behalf  of  the
indemnifying  party  in  connection  with  this  Agreement  or the  transactions
contemplated hereby.

     Section 13.9 Publicity. The Company agrees that it will not issue any press
release or other public  announcement of the  transactions  contemplated by this
Agreement  without  the  prior  consent  of the  Investor,  which  shall  not be
unreasonably  withheld  nor delayed by more than two (2)  Trading  Days from its
receipt of such  proposed  release;  provided,  however,  that if the Company is
advised by its outside  counsel  that it is  required  by law or the  applicable
rules  of any  Principal  Market  to issue  any such  press  release  or  public
announcement,  then,  it may do so without  the prior  consent of the  Investor,
although  it  shall  be  required  to  provide  prior  notice  (which  may be by
telephone) to the Investor that it intends to issue such press release or public
announcement. No release shall name the Investor without its express consent.

     Section 13.10  Effectiveness  of  Agreement.  This  Agreement  shall become
effective  only upon  satisfaction  of the  conditions  precedent to the Initial
Closing set forth in Article I of the Escrow Agreement.




                                       24
<PAGE>






         IN WITNESS WHEREOF,  the parties hereto have caused this Private Equity
Line of Credit  Agreement  to be executed  by the  undersigned,  thereunto  duly
authorized, as of the date first set forth above.

                             MEDISYS TECHNOLOGIES, INC.

                             By:/s/ Edward P. Sutherland
                             ---------------------------
                             Edward P. Sutherland, Chairman and CEO


                             Treadstone Investments Limited

                             By:/s/ Hans Gassner
                             -------------------
                             Hans Gassner, Authorized Signatory

                                    EXHIBIT A

                                ESCROW AGREEMENT

         THIS ESCROW  AGREEMENT  (this  "Agreement")  is made as of February 24,
2000, by and among Medisys Technologies,  Inc., a corporation incorporated under
the laws of the State of Utah, (the "Company"),  Treadstone  Investments Limited
("Investor"),   and  Epstein  Becker  &  Green,   P.C.,  (the  "Escrow  Agent").
Capitalized  terms used but not defined herein shall have the meanings set forth
in the Private Equity Line of Credit Agreement referred to in the first recital.

                              W I T N E S S E T H:


         WHEREAS,  the  Investor  will  from  time to time as  requested  by the
Company,  purchase shares of the Company's  Common Stock from the Company as set
forth in that certain  Private  Equity Line of Credit  Agreement  (the "Purchase
Agreement")  dated the date hereof  between the Investor and the Company,  which
will be  issued  as per the terms and  conditions  contained  herein  and in the
Purchase Agreement; and

         WHEREAS,  the Company and the Investor have  requested  that the Escrow
Agent hold in escrow and then distribute the initial documents and certain funds
which are conditions  precedent to the effectiveness of the Purchase  Agreement,
and have further  requested  that upon each  exercise of a Put, the Escrow Agent
hold the relevant documents and the applicable purchase price pending receipt by
the Investor of certificates representing the securities issuable upon such Put;


                                       25
<PAGE>


         NOW,  THEREFORE,  in consideration of the covenants and mutual promises
contained  herein and other good and  valuable  consideration,  the  receipt and
legal  sufficiency of which are hereby  acknowledged and intending to be legally
bound hereby, the parties agree as follows:

                                  ARTICLE XIV

                   TERMS OF THE ESCROW FOR THE INITIAL CLOSING

Section 14.1 The parties  hereby  agree to establish an escrow  account with the
Escrow Agent whereby the Escrow Agent shall hold the funds and  documents  which
are referenced in Section 7.2 of the Purchase Agreement.

Section 14.2 At the Initial  Closing,  the Company  shall  deliver to the Escrow
Agent:

(i)      the  original  Warrant  certificate  in the  form of  Exhibit  D to the
         Purchase Agreement;

(ii)     the  original  executed  Registration  Rights  Agreement in the form of
         Exhibit C to the Purchase Agreement;

(iii)    the original  executed  opinion of Leonard E.  Neilson,  counsel of the
         Company, in the form of Exhibit E to the Purchase Agreement;

(iv)     the sum of $15,000;

(v)      the original executed Company counterpart of this Escrow Agreement;

(vi)     the original  executed Company  counterpart of the Purchase  Agreement;
         and

(vii)    a warrant certificate for 425,000 Warrants registered to Jesup & Lamont
         Securities Corporation (the "J&L Warrant").

     Section  14.3 Upon  receipt  of the  foregoing,  and  receipt  of  executed
counterparts from Investor of the Purchase  Agreement,  the Registration  Rights
Agreement and this Escrow  Agreement,  the Escrow Agent shall enter the Exercise
Price,  Commencement Date and Termination Date of the Warrant on the face of the
Warrant and immediately  transfer the sum of fifteen thousand dollars  ($15,000)
to Epstein Becker & Green, P.C.  ("EB&G"),  250 Park Avenue,  New York, New York
10177 for the  Investor's  legal and  administrative  costs and the Escrow Agent
shall then arrange to have the Warrant certificate, the Purchase Agreement, this
Escrow Agreement,  the Registration  Rights Agreement and the opinion of counsel
delivered to the Investor and the J&L Warrant delivered to Jesup & Lamont..


                                       26
<PAGE>


                                   ARTICLE XV

                        TERMS OF THE ESCROW FOR EACH PUT

     Section  15.1  (a)Each  time the  Company  shall  send a Put  Notice to the
Investor  as  provided  in the  Purchase  Agreement,  it shall  send a copy,  by
facsimile, to the Escrow Agent.

                    (b) Each time the Investor shall purchase shares pursuant to
a Put,  the  Investor  shall send the  applicable  Investment  Amount of the Put
Shares to the  Escrow  Agent on or before  the  Closing  Date for such Put.  The
Company shall promptly, but no later than five (5) Trading Days after receipt of
notice  from the Escrow  Agent that it has the funds for the  Investment  Amount
cause its Transfer Agent to deliver the Put Shares to Investor's account through
the Depository Trust Company, if possible,  or else to deliver such certificates
to the Escrow Agent.  In the event that the  certificates  representing  the Put
Shares are not in the  Investor's or the Escrow Agent's  possession  within five
(5) Trading Days of the date of the Escrow Agent's  notice,  then Investor shall
have the right to demand, by notice,  the return of the Investment  Amount,  and
the Put Notice shall be deemed cancelled.  The Escrow Agent shall within one (1)
Trading Day of Closing wire the Investment  Amount per the written  instructions
of the Company net of:

(i)      a brokerage fee equal to nine percent (9%) of the Investment  Amount of
         each Put, to Jesup & Lamont Securities Corporation; and

(ii)     One Thousand Five Hundred  Dollars  ($1,500) as escrow  expenses to the
         Escrow Agent.

The Escrow  Agent shall remit  Broker's  fee to Broker in  accordance  with wire
instructions that will be sent to Escrow Agent from Broker.

ARTICLE XVI

                                  MISCELLANEOUS

     Section 16.1 No waiver or any breach of any  covenant or  provision  herein
contained  shall be  deemed a  waiver  of any  preceding  or  succeeding  breach
thereof, or of any other covenant or provision herein contained. No extension of
time for  performance  of any  obligation or act shall be deemed an extension of
the time for performance of any other obligation or act.

All notices or other communications  required or permitted hereunder shall be in
writing,  and shall be sent by fax, overnight  courier,  registered or certified
mail, postage prepaid,  return receipt  requested,  and shall be deemed received
upon receipt thereof, as set forth in the Purchase Agreement.


                                       27
<PAGE>


     Section 16.2 This Escrow Agreement shall be binding upon and shall inure to
the benefit of the permitted  successors  and  permitted  assigns of the parties
hereto.

     Section 16.3 This Escrow Agreement is the final expression of, and contains
the entire  agreement  between,  the parties with respect to the subject  matter
hereof and supersedes all prior understandings with respect thereto. This Escrow
Agreement may not be modified, changed,  supplemented or terminated, nor may any
obligations  hereunder  be waived,  except by written  instrument  signed by the
parties to be charged or by their  respective  agents duly authorized in writing
or as otherwise expressly permitted herein.

     Section 16.4 Whenever required by the context of this Escrow Agreement, the
singular shall include the plural and masculine shall include the feminine. This
Escrow Agreement shall not be construed as if it had been prepared by one of the
parties,  but rather as if both parties had prepared the same.  Unless otherwise
indicated, all references to Articles are to this Escrow Agreement.

     Section 16.5 The parties hereto  expressly agree that this Escrow Agreement
shall be governed by, interpreted under and construed and enforced in accordance
with the laws of the State of New York.  Except as expressly  set forth  herein,
any action to enforce, arising out of, or relating in any way to, any provisions
of  this  Escrow  Agreement  shall  brought  through  the  American  Arbitration
Association at the designated  locale of New York, New York as is more fully set
forth in the Purchase Agreement.

     Section 16.6 The Escrow Agent's duties  hereunder may be altered,  amended,
modified or revoked only by a writing  signed by the Company,  each Investor and
the Escrow Agent.

     Section 16.7 The Escrow Agent shall be obligated  only for the  performance
of such duties as are  specifically  set forth  herein and may rely and shall be
protected  in relying or  refraining  from acting on any  instrument  reasonably
believed by the Escrow  Agent to be genuine and to have been signed or presented
by the proper party or parties.  The Escrow Agent shall not be personally liable
for any act the Escrow  Agent may do or omit to do hereunder as the Escrow Agent
while acting in good faith,  excepting only its own gross  negligence or willful
misconduct,  and any act done or  omitted by the Escrow  Agent  pursuant  to the
advice of the Escrow Agent's  attorneys-at-law  (other than Escrow Agent itself)
shall be conclusive evidence of such good faith.

     Section 16.8 The Escrow Agent is hereby  expressly  authorized to disregard
any and all warnings  given by any of the parties  hereto or by any other person
or corporation,  excepting only orders or process of courts of law and is hereby
expressly authorized to comply with and obey orders, judgments or decrees of any
court. In case the Escrow Agent obeys or complies with any such order,  judgment
or decree,  the Escrow Agent shall not be liable to any of the parties hereto or
to any  other  person,  firm or  corporation  by  reason  of such  decree  being
subsequently reversed,  modified,  annulled, set aside, vacated or found to have
been entered without jurisdiction.

     Section 16.9 The Escrow Agent shall not be liable in any respect on account
of the identity,  authorization or rights of the parties executing or delivering
or purporting  to execute or deliver the Purchase  Agreement or any documents or
papers deposited or called for thereunder or hereunder.


                                       28
<PAGE>


     Section  16.10 The Escrow  Agent  shall be  entitled  to employ  such legal
counsel and other  experts as the Escrow  Agent may deem  necessary  properly to
advise the Escrow Agent in connection with the Escrow Agent's duties  hereunder,
may rely upon the advice of such  counsel,  and may pay such counsel  reasonable
compensation  therefor.  The  Escrow  Agent has acted as legal  counsel  for the
Investor,  and may continue to act as legal counsel for the Investor,  from time
to time,  notwithstanding its duties as the Escrow Agent hereunder.  The Company
consents to the Escrow Agent in such capacity as legal counsel for the Investors
and waives any claim that such representation  represents a conflict of interest
on the part of the Escrow Agent.  The Company  understands that the Investor and
the Escrow Agent are relying  explicitly on the foregoing  provision in entering
into this Escrow Agreement.

     Section 16.11 The Escrow Agent's responsibilities as escrow agent hereunder
shall  terminate  if the Escrow  Agent  shall  resign by  written  notice to the
Company and the Investor.  In the event of any such  resignation,  the Investors
and the Company shall appoint a successor Escrow Agent.

     Section  16.12 If the Escrow  Agent  reasonably  requires  other or further
instruments in connection  with this Escrow  Agreement or obligations in respect
hereto, the necessary parties hereto shall join in furnishing such instruments.

     Section  16.13 It is  understood  and agreed that should any dispute  arise
with respect to the delivery  and/or  ownership  or right of  possession  of the
documents  or the escrow funds held by the Escrow  Agent  hereunder,  the Escrow
Agent is authorized  and directed in the Escrow  Agent's sole  discretion (1) to
retain in the Escrow Agent's  possession  without liability to anyone all or any
part of said  documents or the escrow funds until such disputes  shall have been
settled either by mutual written  agreement of the parties  concerned by a final
order,  decree or judgment or a court of competent  jurisdiction  after the time
for appeal has expired and no appeal has been  perfected,  but the Escrow  Agent
shall be under no duty whatsoever to institute or defend any such proceedings or
(2) to deliver the escrow funds and any other property and documents held by the
Escrow Agent  hereunder to a state or federal  court  having  competent  subject
matter  jurisdiction and located in the State and City of New York in accordance
with the applicable procedure therefor.

     Section  16.14 The Company and the Investor  agree jointly and severally to
indemnify and hold harmless the Escrow Agent and its partners, employees, agents
and representatives from any and all claims,  liabilities,  costs or expenses in
any way  arising  from or relating  to the duties or  performance  of the Escrow
Agent  hereunder  or the  transactions  contemplated  hereby or by the  Purchase
Agreement  other than any such claim,  liability,  cost or expense to the extent
the same shall have been determined by final,  unappealable  judgment of a court
of competent  jurisdiction to have resulted from the gross negligence or willful
misconduct of the Escrow Agent.




                                       29
<PAGE>






       IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of

the date written above.



                              MEDISYS TECHNOLOGIES, INC.
                              By:/s/ Edward P. Sutherland
                              ---------------------------
                              Edward P. Sutherland, Chairman and CEO




                              Treadstone Investments Limited
                              By: /s/ Hans Gassner
                              --------------------
                              Hans Gassner, Authorized Signatory

                              ESCROW AGENT:

                              EPSTEIN BECKER & GREEN, P.C.
                              By: /s/ Joseph A. Smith
                              -----------------------
                              Joseph A. Smith,

                              Authorized Signatory

                                   EXHIBIT B

                        PUT NOTICE/COMPLIANCE CERTIFICATE

                           Medisys Technologies, Inc.

The  undersigned  hereby  certifies,  with  respect to shares of Common Stock of
Medisys Technologies,  Inc. (the "Company") issuable in connection with this Put
Notice and Compliance Certificate dated _____________ (the "Notice"),  delivered
pursuant to Article II of the Private Equity Line of Credit  Agreement  dated as
of February 24, 2000 (the "Agreement"), as follows:

1. The undersigned is the duly appointed Chief Executive Officer of the Company.



2. The  representations and warranties of the Company set forth in the Agreement
are true and  correct in all  material  respects as though made on and as of the
date  hereof and all SEC  Documents  are as  represented  in Section  4.5 of the
Agreement.

3. The  Company  has  performed  in all  material  respects  all  covenants  and
agreements  to be  performed  by the Company on or prior to the date of this Put
Notice and has  complied  in all  material  respects  with all  obligations  and
conditions contained in the Agreement.

4.       The Investment Amount is $___________.



The undersigned has executed this Certificate this ____ day of ________, _____.





                                                     MEDISYS TECHNOLOGIES, INC.

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

                                                     Chief Executive Officer


<PAGE>

                                                                     EXHIBIT C

                          REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT,  dated as of the 24th day of February, 2000,
between  Treadstone  Investments  Limited  ("Holder") and Medisys  Technologies,
Inc.,  a  corporation  incorporated  under  the laws of the  State of Utah  (the
"Company").

         WHEREAS,  simultaneously  with  the  execution  and  delivery  of  this
Agreement,  pursuant to a Private Equity Line of Credit Agreement dated the date
hereof (the  "Purchase  Agreement")  the Holder has  committed to purchase up to
6,000,000  shares of the Company's  Common Stock (terms not defined herein shall
have the meanings ascribed to them in the Purchase Agreement); and

         WHEREAS,  the Company  desires to grant to the Holder the  registration
rights set forth herein with  respect to the Put Shares and the Blackout  Shares
issuable  upon  exercise of the  Company's  Put rights from time to time and the
Warrant  Shares  (hereinafter  referred  to as the "Put  Shares"  or  "Stock" or
"Securities" of the Company).

         NOW, THEREFORE, the parties hereto mutually agree as follows:

ARTICLE  XVII  Registrable  Securities.  As used  herein  the term  "Registrable
Security" means the Securities  until (i) all Put Shares and Warrant Shares have
been disposed of pursuant to the Registration Statement, (ii) all Put Shares and
Warrant  Shares  have  been  sold  under  circumstances  under  which all of the
applicable conditions of Rule 144 (or any similar provision then in force) under
the Securities Act ("Rule 144") are met, (iii) all Put Shares and Warrant Shares
have been otherwise transferred to persons who may trade such Securities without
restriction  under the  Securities  Act,  and the  Company  has  delivered a new
certificate  or other  evidence  of  ownership  for such Put Shares and  Warrant
Shares not bearing a restrictive  legend or (iv) such time as, in the opinion of
counsel to the  Company,  all Put Shares and Warrant  Shares may be sold without
any time, volume or manner  limitations  pursuant to Rule 144(k) (or any similar
provision  then in  effect)  under the  Securities  Act.  The term  "Registrable
Securities" means any and/or all of the securities  falling within the foregoing
definition   of  a   "Registrable   Security."  In  the  event  of  any  merger,
reorganization,  consolidation,  recapitalization  or other  change in corporate
structure affecting the Common Stock, such adjustment shall be deemed to be made
in the  definition  of  "Registrable  Security"  as is  appropriate  in order to
prevent  any  dilution or  enlargement  of the rights  granted  pursuant to this
Agreement.

ARTICLE XVIII Restrictions on Transfer.  The Holder acknowledges and understands
that in the  absence of an  effective  Registration  Statement  authorizing  the
resale of the Securities as provided  herein,  the  Securities  are  "restricted
securities"  as  defined  in Rule 144  promulgated  under  the Act.  The  Holder
understands  that no  disposition  or transfer of the  Securities may be made by
Holder in the  absence of (i) an opinion of counsel to the  Holder,  in form and
substance reasonably satisfactory to the Company, that such transfer may be made
without registration under the Securities Act or (ii) such registration.

         With a view to making  available to the Holder the benefits of Rule 144
under  the  Securities  Act or any  other  similar  rule  or  regulation  of the
Commission  that may at any time  permit  the Holder to sell  securities  of the
Company to the public without registration ("Rule 144"), the Company agrees to:

                                       32
<PAGE>

Section 18.1   comply with the  provisions of paragraph  (c)(1) of Rule 144; and
Section 18.2 file with the  Commission  in a timely manner all reports and other
documents  required to be filed by the  Company  pursuant to Section 13 or 15(d)
under the  Exchange  Act;  and,  if at any time it is not  required to file such
reports but in the past had been required to or did file such reports,  it will,
upon the request of any Holder, make available other information as required by,
and so long as necessary to permit sales of, its Registrable Securities pursuant
to Rule 144.

               ARTICLE XIX  Registration  Rights With Respect to the Securities.

Section  19.1  The  Company  agrees  that it will  prepare  and  file  with  the
Securities and Exchange Commission ("Commission"),  within sixty (60) days after
the  date  hereof,  a  registration  statement  (on  Form  S-1,  S-3,  or  other
appropriate  form of  registration  statement)  under  the  Securities  Act (the
"Registration  Statement"),  at the  sole  expense  of the  Company  (except  as
provided in Section 3(c) hereof),  so as to permit a public  offering and resale
of the Securities under the Act by Holder.

         The  Company  shall  use its best  efforts  to cause  the  Registration
Statement to become effective within ninety (90) days from the date hereof,  or,
if earlier,  within five (5) days of SEC  clearance to request  acceleration  of
effectiveness.  If the Registration  Statement is not declared effective by July
31, 2000, this Agreement and the Purchase Agreement shall terminate.  The number
of shares  designated in the  Registration  Statement to be registered  shall be
8,250,000 and shall include  appropriate  language  regarding reliance upon Rule
416 to the extent permitted by the Commission. The Company will notify Holder of
the  effectiveness of the Registration  Statement within one Trading Day of such
event.

Section  19.2  The  Company  will   maintain  the   Registration   Statement  or
post-effective  amendment filed under this Section 3 hereof  effective under the
Securities Act until the earlier of (i) the date that none of the Securities are
or may become issued and  outstanding,  (ii) the date that all of the Securities
have  been  sold  pursuant  to the  Registration  Statement,  (iii) the date the
holders  thereof  receive an opinion of counsel to the  Company,  which  counsel
shall be reasonably  acceptable to the Holder,  that the  Securities may be sold
under the  provisions  of Rule 144  without  limitation  as to volume,  (iv) all
Securities have been otherwise  transferred to persons who may trade such shares
without  restriction  under the Securities  Act, and the Company has delivered a
new certificate or other evidence of ownership for such securities not bearing a
restrictive  legend,  or (v) all Securities may be sold without any time, volume
or manner  limitations  pursuant to Rule 144(k) or any similar provision then in
effect under the Securities Act in the opinion of counsel to the Company,  which
counsel  shall  be  reasonably  acceptable  to the  Holder  (the  "Effectiveness
Period").

Section  19.3 All  fees,  disbursements  and  out-of-pocket  expenses  and costs
incurred by the Company in  connection  with the  preparation  and filing of the
Registration  Statement under subparagraph 3(a) and in complying with applicable
securities and Blue Sky laws (including, without limitation, all attorneys' fees
of the Company) shall be borne by the Company. The Holder shall bear the cost of
underwriting  and/or  brokerage  discounts,   fees  and  commissions,   if  any,
applicable to the Securities  being  registered and the fees and expenses of its



                                       33
<PAGE>

counsel.  The Holder and its  counsel  shall have a  reasonable  period,  not to
exceed ten (10) Trading Days, to review the proposed  Registration  Statement or
any  amendment  thereto,  prior to filing with the  Commission,  and the Company
shall provide each Holder with copies of any comment  letters  received from the
Commission with respect thereto within two (2) Trading Days of receipt  thereof.
The Company  shall make  reasonably  available  for  inspection  by Holder,  any
underwriter  participating  in any  disposition  pursuant  to  the  Registration
Statement,  and any attorney,  accountant or other agent retained by such Holder
or any such  underwriter  all relevant  financial and other  records,  pertinent
corporate  documents  and  properties of the Company and its  subsidiaries,  and
cause the Company's officers,  directors and employees to supply all information
reasonably  requested  by  such  Holder  or  any  such  underwriter,   attorney,
accountant or agent in connection with the Registration Statement, in each case,
as is customary for similar due diligence examinations;  provided, however, that
all records,  information  and documents  that are  designated in writing by the
Company, in good faith, as confidential,  proprietary or containing any material
non-public  information  shall be kept  confidential by such Holder and any such
underwriter,   attorney,   accountant  or  agent  (pursuant  to  an  appropriate
confidentiality  agreement in the case of any such Holder or agent), unless such
disclosure is made  pursuant to judicial  process in a court  proceeding  (after
first giving the Company an opportunity  promptly to seek a protective  order or
otherwise  limit the scope of the  information  sought  to be  disclosed)  or is
required by law, or such records,  information or documents  become available to
the  public  generally  or  through  a  third  party  not  in  violation  of  an
accompanying  obligation of  confidentiality;  and provided further that, if the
foregoing  inspection and  information  gathering  would  otherwise  disrupt the
Company's  conduct of its business,  such inspection and  information  gathering
shall,  to the maximum extent  possible,  be coordinated on behalf of the Holder
and the other parties entitled thereto by one firm of counsel designed by and on
behalf of the  majority  in interest  of Holder and other  parties.  The Company
shall  qualify  any of the  securities  for sale in such  states as such  Holder
reasonably  designates and shall furnish  indemnification in the manner provided
in Section 6 hereof.  However,  the Company  shall not be required to qualify in
any state  which will  require an escrow or other  restriction  relating  to the
Company  and/or the sellers,  or which will require the Company to qualify to do
business  in such  state or require  the  Company to file  therein  any  general
consent to service of process. The Company at its expense will supply the Holder
with copies of the  Registration  Statement and the prospectus  included therein
and other related documents in such quantities as may be reasonably requested by
the Holder.

Section  19.4 The Company  shall not be required by this  Section 3 to include a
Holder's  Securities in any  Registration  Statement which is to be filed if, in
the opinion of counsel for both the Holder and the Company (or,  should they not
agree, in the opinion of another  counsel  experienced in securities law matters
acceptable  to counsel for the Holder and the Company) the proposed  offering or
other  transfer  as to which  such  registration  is  requested  is exempt  from
applicable  federal and state securities laws and would result in all purchasers
or transferees  obtaining securities which are not "restricted  securities",  as
defined in Rule 144 under the Securities Act.

Section  19.5  The  Company  shall  not  include  any  other  securities  in any
Registration Statement in which it is required to include Securities pursuant to
this Section 3.

                                       34
<PAGE>

Section 19.6 If at any time or from time to time after the effective date of the
Registration  Statement,  the  Company  notifies  the  Holder in  writing of the
existence of a Potential  Material Event (as defined in Section 3(g) below), the
Holder shall not offer or sell any Securities or engage in any other transaction
involving or relating to Securities,  from the time of the giving of notice with
respect to a Potential  Material Event until such Holder receives written notice
from the Company that such Potential Material Event either has been disclosed to
the public or no longer  constitutes a Potential  Material Event. If a Potential
Material  Event  shall  occur prior to the date the  Registration  Statement  is
filed, then the Company's obligation to file the Registration Statement shall be
delayed  without  penalty for not more than thirty (30) days.  The Company  must
give Holder  notice in writing at least two (2) Trading  Days prior to the first
day of the blackout period, if lawful to do so.

Section 19.7  "Potential  Material  Event" means any of the  following:  (a) the
possession  by  the  Company  of  material  information  that  is not  ripe  for
disclosure in a registration statement, as determined in good faith by the Chief
Executive Officer or the Board of Directors of the Company or that disclosure of
such  information  in the  Registration  Statement  would be  detrimental to the
business and affairs of the Company;  or (b) any material engagement or activity
by the  Company  which  would,  in the good  faith  determination  of the  Chief
Executive  Officer  or the  Board of  Directors  of the  Company,  be  adversely
affected  by  disclosure  in  a  registration  statement  at  such  time,  which
determination  shall be accompanied by a good faith  determination  by the Chief
Executive Officer or the Board of Directors of the Company that the Registration
Statement  would  be  materially   misleading   absent  the  inclusion  of  such
information.

ARTICLE XX Cooperation  with Company.  Holder will cooperate with the Company in
all respects in connection with this Agreement,  including  timely supplying all
information  reasonably  requested  by the  Company  (which  shall  include  all
information  regarding the Holder and proposed manner of sale of the Registrable
Securities required to be disclosed in the Registration Statement) and executing
and  returning  all  documents  reasonably  requested  in  connection  with  the
registration  and  sale of the  Registrable  Securities  and  entering  into and
performing its obligations under any underwriting  agreement, if the offering is
an  underwritten  offering,  in usual  and  customary  form,  with the  managing
underwriter or underwriters of such underwritten  offering.  The Holder consents
to be named as a statutory underwriter in the Registration Statement.

ARTICLE XXI Registration Procedures.  If and whenever the Company is required by
any of the provisions of this Agreement to effect the registration of any of the
Registrable  Securities  under the Act, the Company  shall  (except as otherwise
provided  in this  Agreement),  as  expeditiously  as  possible,  subject to the
Holder's assistance and cooperation as reasonably required:

Section  21.1 (a)  prepare  and file with the  Commission  such  amendments  and
supplements to the Registration  Statement and the prospectus used in connection
therewith as may be necessary to keep such registration  statement effective and
to  comply  with the  provisions  of the Act with  respect  to the sale or other
disposition of all securities  covered by such registration  statement  whenever
the Holder of such  Registrable  Securities  shall  desire to sell or  otherwise
dispose of the same (including prospectus  supplements with respect to the sales
of securities  from time to time in  connection  with a  registration  statement
pursuant to Rule 415 promulgated  under the Act) and (ii) take all lawful action

                                       35
<PAGE>

such that each of (A) the Registration  Statement and any amendment thereto does
not, when it becomes  effective,  contain 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 and (B) the Prospectus forming part
of the Registration Statement, and any amendment or supplement thereto, does not
at any time during the  Registration  Period  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,  in light of the circumstances  under
which they were made, not misleading.

Section  21.2 (a) prior to the filing with the  Commission  of any  Registration
Statement (including any amendments thereto) and the distribution or delivery of
any prospectus (including any supplements thereto), provide draft copies thereof
to the Holders and reflect in such  documents  all such  comments as the Holders
(and their counsel)  reasonably may propose and (ii) furnish to each Holder such
numbers of copies of a  prospectus  including a  preliminary  prospectus  or any
amendment or supplement to any prospectus, as applicable, in conformity with the
requirements of the Act, and such other documents, as such Holder may reasonably
request in order to  facilitate  the  public  sale or other  disposition  of the
securities owned by such Holder;

Section 21.3  register  and qualify the  Registrable  Securities  covered by the
Registration  Statement  under  such other  securities  or blue sky laws of such
jurisdictions as the Holder shall reasonably request (subject to the limitations
set forth in Section 3(d) above), and do any and all other acts and things which
may be necessary or  advisable  to enable each Holder to  consummate  the public
sale or other  disposition in such  jurisdiction of the securities owned by such
Holder,  except that the Company  shall not for any such  purpose be required to
qualify to do business as a foreign  corporation in any jurisdiction  wherein it
is not so  qualified  or to file  therein  any  general  consent  to  service of
process;

Section 21.4 list such  Registrable  Securities on the Primary  Market,  and any
other  exchange on which the Common Stock of the Company is then listed,  if the
listing of such Registrable Securities is then permitted under the rules of such
exchange;

Section 21.5 notify each Holder at any time when a prospectus  relating  thereto
covered by the Registration Statement is required to be delivered under the Act,
of the happening of any event of which it has knowledge as a result of which the
prospectus included in the 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 the Company
shall  prepare and file a curative  amendment  under  Section 5(a) as quickly as
commercially possible;

Section  21.6 as promptly as  practicable  after  becoming  aware of such event,
notify  Holder  (or,  in the event of an  underwritten  offering,  the  managing
underwriters)  of the issuance by the  Commission or any state  authority of any
stop  order  or  other  suspension  of the  effectiveness  of  the  Registration
Statement at the earliest possible time and take all lawful action to effect the
withdrawal, recession or removal of such stop order or other suspension;

Section 21.7 cooperate with the Holder to facilitate the timely  preparation and
delivery of certificates  for the Registrable  Securities to be offered pursuant
to the Registration  Statement and enable such  certificates for the Registrable
Securities to be in such  denominations  or amounts,  as the case may be, as the
Holder  reasonably  may request and  registered  in such names as the Holder may
request;  and,  within three Trading Days after a Registration  Statement  which
includes Registrable Securities is declared effective by the Commission, deliver
and cause legal counsel selected by the Company to deliver to the transfer agent
for the  Registrable  Securities  (with  copies to the  Holder)  an  appropriate
instruction and, to the extent necessary, an opinion of such counsel;

                                       36
<PAGE>

Section 21.8 take all such other lawful actions reasonably necessary to expedite
and facilitate the  disposition by the Holder of its  Registrable  Securities in
accordance with the intended methods  therefor  provided in the prospectus which
are customary for issuers to perform under the circumstances;

Section  21.9 in the event of an  underwritten  offering,  promptly  include  or
incorporate  in a  Prospectus  supplement  or  post-effective  amendment  to the
Registration  Statement such information as the managers reasonably agree should
be included therein and to which the Company does not reasonably object and make
all required filings of such Prospectus  supplement or post-effective  amendment
as soon as  practicable  after it is  notified  of the matters to be included or
incorporated in such Prospectus supplement or post-effective amendment; and

Section 21.10 maintain a transfer agent and registrar for its Common Stock.

               ARTICLE XXII Indemnification.

Section 22.1 The Company  agrees to indemnify  and hold  harmless the Holder and
each  person,  if any,  who  controls  the  Holder  within  the  meaning  of the
Securities Act ("Distributing  Holder") against any losses,  claims,  damages or
liabilities,  joint or several (which shall, for all purposes of this Agreement,
include,   but  not  be  limited  to,  all  reasonable   costs  of  defense  and
investigation  and all reasonable  attorneys'  fees), to which the  Distributing
Holder may become  subject,  under the Securities  Act or otherwise,  insofar as
such losses,  claims,  damages or  liabilities  (or actions in respect  thereof)
arise out of or are based upon any untrue  statement or alleged untrue statement
of any material fact  contained in the  Registration  Statement,  or any related
preliminary prospectus,  final prospectus or 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;  provided, however, that the Company will not
be liable in any such case to the extent  that any such loss,  claim,  damage or
liability  arises out of or is based upon an untrue  statement or alleged untrue
statement or omission or alleged  omission made in the  Registration  Statement,
preliminary  prospectus,  final prospectus or amendment or supplement thereto in
reliance  upon, and in conformity  with,  written  information  furnished to the
Company by the  Distributing  Holder,  specifically  for use in the  preparation
thereof.  This Section  6(a) shall not inure to the benefit of any  Distributing
Holder  with  respect  to any  person  asserting  such  loss,  claim,  damage or
liability who purchased the Registrable Securities which are the subject thereof
if the  Distributing  Holder  failed  to  send  or  give  (in  violation  of the
Securities Act or the rules and  regulations  promulgated  thereunder) a copy of
the  prospectus  contained in such  Registration  Statement to such person at or
prior to the written confirmation to such person of the sale of such Registrable
Securities,  where the  Distributing  Holder  was  obligated  to do so under the
Securities  Act  or the  rules  and  regulations  promulgated  thereunder.  This
indemnity  agreement will be in addition to any liability  which the Company may
otherwise have.

                                       37
<PAGE>

Section 22.2 Each  Distributing  Holder  agrees that it will  indemnify and hold
harmless the Company,  and each officer,  director of the Company or person,  if
any, who controls the Company within the meaning of the Securities Act,  against
any losses,  claims,  damages or liabilities  (which shall,  for all purposes of
this Agreement,  include, but not be limited to, all reasonable costs of defense
and  investigation  and all reasonable  attorneys' fees) to which the Company or
any such officer,  director or  controlling  person may become subject under the
Securities  Act or  otherwise,  insofar  as  such  losses,  claims,  damages  or
liabilities  (or actions in respect  thereof) arise out of or are based upon any
untrue  statement or alleged untrue  statement of any material fact contained in
the  Registration  Statement,  or  any  related  preliminary  prospectus,  final
prospectus or amendment or supplement thereto, or arise out of or are based upon
the omission or the alleged  omission to state  therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
but in each case only to the extent that such untrue statement or alleged untrue
statement  or  omission  or  alleged  omission  was  made  in  the  Registration
Statement,  preliminary prospectus,  final prospectus or amendment or supplement
thereto in reliance upon, and in conformity with, written information  furnished
to  the  Company  by  such  Distributing  Holder,  specifically  for  use in the
preparation  thereof.  This  indemnity  agreement  will  be in  addition  to any
liability which the Distributing Holder may otherwise have.

Section 22.3 Promptly after receipt by an indemnified party under this Section 6
of notice of the commencement of any action,  such indemnified  party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 6, notify the indemnifying  party of the commencement  thereof;  but the
omission so to notify the  indemnifying  party will not relieve the indemnifying
party from any liability  which it may have to any  indemnified  party except to
the extent of actual prejudice  demonstrated by the indemnifying  party. In case
any such action is brought  against any indemnified  party,  and it notifies the
indemnifying party of the commencement  thereof,  the indemnifying party will be
entitled to  participate  in, and, to the extent that it may wish,  jointly with
any other  indemnifying  party similarly  notified,  assume the defense thereof,
subject to the provisions  herein stated 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
under this Section 6 for any legal or other  expenses  subsequently  incurred by
such  indemnified  party in  connection  with the  defense  thereof  other  than
reasonable  costs of  investigation,  unless the  indemnifying  party  shall not
pursue the action to its final conclusion.  The indemnified party shall have the
right to employ  separate  counsel in any such action and to  participate in the
defense  thereof,  but the fees and expenses of such counsel shall not be at the
expense of the  indemnifying  party if the  indemnifying  party has  assumed the
defense of the action with counsel  reasonably  satisfactory  to the indemnified
party;  provided that if the indemnified party is the Distributing  Holder,  the
fees and  expenses of such counsel  shall be at the expense of the  indemnifying
party if (i) the employment of such counsel has been specifically  authorized in
writing by the indemnifying  party, or (ii) the named parties to any such action
(including any impleaded  parties) include both the Distributing  Holder and the
indemnifying  party and the Distributing  Holder shall have been advised by such
counsel  that  there  may  be  one  or  more  legal  defenses  available  to the
indemnifying  party  different from or in conflict with any legal defenses which
may be  available  to the  Distributing  Holder (in which case the  indemnifying
party shall not have the right to assume the defense of such action on behalf of
the Distributing  Holder,  it being understood,  however,  that the indemnifying
party  shall,   in  connection   with  any  one  such  action  or  separate  but
substantially similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances, be liable only for the reasonable
fees and expenses of one separate firm of attorneys for the Distributing Holder,
which  firm shall be  designated  in writing  by the  Distributing  Holder).  No
settlement of any action against an indemnified  party shall be made without the
prior  written  consent of the  indemnified  party,  which  consent shall not be
unreasonably withheld.

                                       38
<PAGE>

ARTICLE  XXIII  Contribution.  In  order  to  provide  for  just  and  equitable
contribution  under the Securities Act in any case in which (i) the  indemnified
party  makes a claim for  indemnification  pursuant  to  Section 6 hereof but 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 the express provisions of Section 6 hereof provide
for  indemnification in such case, or (ii) contribution under the Securities Act
may be required on the part of any indemnified  party,  then the Company and the
applicable Distributing Holder shall contribute to the aggregate losses, claims,
damages  or  liabilities  to which  they may be subject  (which  shall,  for all
purposes of this Agreement, include, but not be limited to, all reasonable costs
of defense and investigation and all reasonable attorneys' fees), in either such
case (after  contribution from others) on the basis of relative fault as well as
any  other  relevant  equitable  considerations.  The  relative  fault  shall be
determined by reference  to, among other  things,  whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to  information  supplied by the Company on the one hand
or the  applicable  Distributing  Holder on the  other  hand,  and the  parties'
relative intent, knowledge,  access to information and opportunity to correct or
prevent  such  statement or omission.  The Company and the  Distributing  Holder
agree that it would not be just and equitable if  contribution  pursuant to this
Section 7 were  determined  by pro rata  allocation  or by any  other  method of
allocation which does not take account of the equitable  considerations referred
to in this  Section 7. The amount paid or payable by an  indemnified  party as a
result of the  losses,  claims,  damages or  liabilities  (or actions in respect
thereof)  referred  to above in this  Section 7 shall be deemed to  include  any
legal  or  other  expenses  reasonably  incurred  by such  indemnified  party in
connection with  investigating  or defending any such action or claim. No person
guilty of fraudulent  misrepresentation  (within the meaning of Section 11(f) of
the Securities  Act) shall be entitled to  contribution  from any person who was
not guilty of such fraudulent misrepresentation.

Notwithstanding any other provision of this Section 7, in no event shall any (i)
Holder be required to undertake liability to any person under this Section 7 for
any amounts in excess of the dollar amount of the net proceeds to be received by
such  Holder  from  the  sale of such  Holder's  Registrable  Securities  (after
deducting any fees,  discounts and commissions  applicable  thereto) pursuant to
any  Registration  Statement under which such  Registrable  Securities are to be
registered  under  the  Securities  Act and  (ii)  underwriter  be  required  to
undertake  liability  to any person  hereunder  for any amounts in excess of the
aggregate discount, commission or other compensation payable to such underwriter
with respect to the  Registrable  Securities  underwritten by it and distributed
pursuant to the Registration Statement.

                                       39
<PAGE>

ARTICLE XXIV Notices. All notices, demands, requests,  consents,  approvals, and
other  communications  required or permitted  hereunder shall be in writing and,
unless  otherwise  specified  herein,  shall be  delivered  as set  forth in the
Purchase Agreement. Either party hereto may from time to time change its address
or facsimile number for notices under this Section 8 by giving at least ten (10)
days' prior written  notice of such changed  address or facsimile  number to the
other party hereto.

ARTICLE XXV  Assignment.  Neither this Agreement nor any rights of the Holder or
the  Company  hereunder  may be assigned  by either  party to any other  person.
Notwithstanding the foregoing,  (a) the provisions of this Agreement shall inure
to the benefit of, and be  enforceable  by, any  transferee of any of the Common
Stock purchased by the Investor pursuant to the Purchase Agreement, and (b) upon
the  prior  written  consent  of  the  Company,   which  consent  shall  not  be
unreasonably withheld or delayed in the case of an assignment to an affiliate of
the Holder, the Holder's interest in this Agreement may be assigned at any time,
in whole or in part, to any other person or entity  (including  any affiliate of
the Holder) who agrees to be bound hereby.

ARTICLE XXVI  Additional  Covenants of the Company.  The Company  agrees that at
such  time as it  meets  all the  requirements  for  the use of  Securities  Act
Registration  Statement  on Form S-3 it shall file all reports  and  information
required to be filed by it with the  Commission  in a timely manner and take all
such other action so as to maintain such eligibility for the use of such form.

ARTICLE XXVII  Counterparts/Facsimile.  This Agreement may be executed in two or
more counterparts, each of which shall constitute an original, but all of which,
when together shall constitute but one and the same instrument, and shall become
effective  when one or more  counterparts  have been signed by each party hereto
and  delivered  to the  other  party.  In  lieu  of the  original,  a  facsimile
transmission  or copy of the original  shall be as effective and  enforceable as
the original.

ARTICLE XXVIII Remedies.  The remedies provided in this Agreement are cumulative
and not  exclusive  of any  remedies  provided by law.  If any term,  provision,
covenant  or  restriction  of this  Agreement  is held by a court  of  competent
jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the
terms,  provisions,  covenants and restrictions set forth herein shall remain in
full force and effect and shall in no way be affected,  impaired or invalidated,
and the  parties  hereto  shall use their  best  efforts  to find and  employ an
alternative  means to achieve the same or substantially  the same result as that
contemplated  by such term,  provision,  covenant or  restriction.  It is hereby
stipulated  and declared to be the intention of the parties that they would have
executed the remaining terms,  provisions,  covenants and  restrictions  without
including any of such that may be hereafter declared invalid,  illegal,  void or
unenforceable.

ARTICLE  XXIX  Conflicting  Agreements.  The  Company  shall not enter  into any
agreement with respect to its securities  that is  inconsistent  with the rights
granted to the holders of Registrable  Securities in this Agreement or otherwise
prevents the Company from complying with all of its obligations hereunder.

                                       40
<PAGE>

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

ARTICLE XXXI Governing Law, Arbitration. This Agreement shall be governed by and
construed in  accordance  with the laws of the State of New York  applicable  to
contracts  made in New York by persons  domiciled  in New York City and  without
regard to its  principles of conflicts of laws. Any dispute under this Agreement
shall be submitted to  arbitration  under the American  Arbitration  Association
(the "AAA") in New York City,  New York,  and shall be finally and  conclusively
determined  by the decision of a board of  arbitration  consisting  of three (3)
members  (hereinafter  referred  to as the "Board of  Arbitration")  selected as
according to the rules governing the AAA. The Board of Arbitration shall meet on
consecutive business days in New York City, New York, and shall reach and render
a decision in writing (concurred in by a majority of the members of the Board of
Arbitration)  with  respect to the  amount,  if any,  which the losing  party is
required to pay to the other party in respect of a claim  filed.  In  connection
with  rendering its decisions,  the Board of Arbitration  shall adopt and follow
the laws of the State of New York.  To the extent  practical,  decisions  of the
Board of  Arbitration  shall be rendered no more than thirty (30)  calendar days
following  commencement  of  proceedings  with  respect  thereto.  The  Board of
Arbitration  shall cause its written  decision  to be  delivered  to all parties
involved in the dispute.  The Board of  Arbitration  shall be authorized  and is
directed to enter a default  judgment  against any party refusing to participate
in the  arbitration  proceeding  with  thirty  days  of any  deadline  for  such
participation. Any decision made by the Board of Arbitration (either prior to or
after the  expiration  of such thirty (30)  calendar day period) shall be final,
binding  and  conclusive  on the  parties to the  dispute,  and  entitled  to be
enforced  to the  fullest  extent  permitted  by law and entered in any court of
competent  jurisdiction.   The  non-prevailing  party  to  any  arbitration  (as
determined by the Board of Arbitration) shall pay the expenses of the prevailing
party,   including   reasonable   attorneys'   fees,  in  connection  with  such
arbitration.  Any party shall have the right to seek injunctive  relief from any
court of competent jurisdiction in any case where such relief is available.

ARTICLE XXXII  Severability.  If any provision of this  Agreement  shall for any
reason be held invalid or  unenforceable,  such  invalidity  or  unenforceablity
shall  not  affect  any  other  provision  hereof  and this  Agreement  shall be
construed as if such invalid or unenforceable provision had never been contained
herein.  Terms not otherwise  defined herein shall be defined in accordance with
the Agreement.


                                       41
<PAGE>


         IN WITNESS  WHEREOF,  the parties hereto have caused this  Registration
Rights Agreement to be duly executed, on the day and year first above written.

      MEDISYS TECHNOLOGIES, INC.

      By:      /s/Edward P. Sutherland
               -----------------------
               Edward P. Sutherland, Chairman and CEO





      Treadstone Investments Limited

      By:      /s/Hans Gassner
               ---------------
               Hans Gassner, Authorized Signatory

                                                                       EXHIBIT D

NEITHER  THIS WARRANT NOR THE SHARES  ISSUABLE  UPON  EXERCISE  HEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT")
OR ANY OTHER  APPLICABLE  SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE
REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS.
NEITHER THIS WARRANT NOR THE SHARES  ISSUABLE UPON EXERCISE  HEREOF MAY BE SOLD,
PLEDGED, TRANSFERRED,  ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE SECURITIES ACT OR IN A TRANSACTION
WHICH IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT.

                                       42
<PAGE>

                             STOCK PURCHASE WARRANT

                 To Purchase 1,125,000 Shares of Common Stock of

                           MEDISYS TECHNOLOGIES, INC.

THIS CERTIFIES that, for value  received,  TREADSTONE  INVESTMENTS  LIMITED (the
"Holder"), is entitled, upon the terms and subject to the conditions hereinafter
set forth,  at any time on or after the earlier of (i) the effective date of the
Registration  Statement or (ii) February 25, 2000 (the "Initial  Exercise Date")
and on or prior to the close of business on February 25, 2003 (the  "Termination
Date")  but  not  thereafter,   to  subscribe  for  and  purchase  from  Medisys
Technologies,  Inc., a Utah corporation  (the "Company"),  up to one million one
hundred twenty-five thousand (1,125,000) shares (the "Warrant Shares") of Common
Stock, $.0005 par value, of the Company (the "Common Stock"). The purchase price
of one share of Common Stock (the "Exercise  Price") under this Warrant shall be
$2.00.  The  Exercise  Price and the number of shares  for which the  Warrant is
exercisable  shall be subject to adjustment as provided herein.  In the event of
any conflict  between the terms of this  Warrant and the Private  Equity Line of
Credit Agreement dated February 24, 2000 pursuant to which this Warrant has been
issued  (the  "Purchase  Agreement"),  the  Purchase  Agreement  shall  control.
Capitalized  terms used and not otherwise defined herein shall have the meanings
set forth for such terms in the Purchase Agreement.

                                       43
<PAGE>

ARTICLE XXXIII____

 Title to Warrant.  Prior to the Termination Date and subject to compliance with
 applicable  laws, this Warrant and all rights  hereunder are  transferable,  in
 whole or in part,  at the office or agency of the Company by the holder  hereof
 in  person or by duly  authorized  attorney,  upon  surrender  of this  Warrant
 together with the Assignment Form  annexed hereto properly endorsed.


ARTICLE XXXIV  Authorization of Shares. The Company covenants that all shares of
Common Stock which may be issued upon the exercise of rights represented by this
Warrant will, upon exercise of the rights  represented by this Warrant,  be duly
authorized,  validly  issued,  fully  paid and  nonassessable  and free from all
taxes,  liens and charges in respect of the issue  thereof  (other than taxes in
respect of any transfer occurring contemporaneously  with such issue).



ARTICLE  XXXV  Exercise  of  Warrant.  Except as  provided  in Section 4 herein,
exercise of the purchase  rights  represented by this Warrant may be made at any
time or times on or after the  Initial  Exercise  Date,  and before the close of
business on the  Termination  Date.  Exercise of this Warrant or any part hereof
shall be effected by the  surrender  of this  Warrant and the Notice of Exercise
Form annexed hereto duly  executed,  at the office of the Company (or such other
office or agency of the Company as it may  designate by notice in writing to the
registered holder hereof at the address of such holder appearing on the books of
the  Company)  and upon  payment of the  Exercise  Price of the  shares  thereby
purchased by wire transfer or cashier's check drawn on a United States bank, the
holder of this Warrant shall be entitled to receive a certificate for the number
of  shares of Common  Stock so  purchased.  Certificates  for  shares  purchased
hereunder  shall be delivered to the holder hereof within three (3) Trading Days
after the date on which this Warrant  shall have been  exercised  as  aforesaid.
This Warrant  shall be deemed to have been  exercised  and such  certificate  or
certificates shall be deemed to have been issued, and Holder or any other person
so  designated  to be named  therein  shall be deemed to have become a holder of
record of such  shares for all  purposes,  as of the date the  Warrant  has been
exercised by payment to the Company of the Exercise Price and all taxes required
to be paid by Holder,  if any,  pursuant  to Section 5 prior to the  issuance of
such shares,  have been paid. If this Warrant shall have been exercised in part,
the Company shall,  at the time of delivery of the  certificate or  certificates
representing  Warrant  Shares,  deliver to Holder a new Warrant  evidencing  the
rights of Holder to purchase the  unpurchased  shares of Common Stock called for
by this Warrant, which new Warrant shall in all other respects be identical with
this Warrant. If the Registration Statement is not then effective,  this Warrant
may also be  exercised  by means of a  "cashless  exercise"  in which the holder
shall be entitled to receive a certificate for the number of shares equal to the
quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) = the average of the high and low trading  prices per share of Common  Stock
on the Trading Day preceding the date of such election;

(B) =  the Exercise Price of the Warrants; and


                                       44
<PAGE>


(X) = the number of shares  issuable upon exercise of the Warrants in accordance
with the terms of this Warrant.

ARTICLE  XXXVI No  Fractional  Shares or Scrip.  No  fractional  shares or scrip
representing  fractional  shares  shall  be  issued  upon the  exercise  of this
Warrant.  As to any fraction of a share which Holder would otherwise be entitled
to purchase  upon such  exercise,  the Company  shall pay a cash  adjustment  in
respect of such final fraction in an amount equal to the Exercise Price.

ARTICLE XXXVII Charges, Taxes and Expenses.  Issuance of certificates for shares
of Common Stock upon the exercise of this Warrant  shall be made without  charge
to the holder hereof for any issue or transfer tax or other  incidental  expense
in respect of the issuance of such certificate,  all of which taxes and expenses
shall be paid by the Company,  and such certificates shall be issued in the name
of the holder of this Warrant or in such name or names as may be directed by the
holder of this Warrant;  provided,  however,  that in the event certificates for
shares of Common  Stock  are to be issued in a name  other  than the name of the
holder of this  Warrant,  this Warrant when  surrendered  for exercise  shall be
accompanied by the Assignment  Form attached  hereto duly executed by the holder
hereof; and the Company may require,  as a condition  thereto,  the payment of a
sum sufficient to reimburse it for any transfer tax incidental thereto.

ARTICLE  XXXVIII  Closing of Books.  The Company will not close its  shareholder
books or records in any  manner  which  prevents  the  timely  exercise  of this
Warrant.

ARTICLE XXXIX Transfer, Division and Combination. (a) Subject to compliance with
any  applicable  securities  laws,  transfer  of this  Warrant  and  all  rights
hereunder,  in whole or in part, shall be registered on the books of the Company
to be  maintained  for such  purpose,  upon  surrender  of this  Warrant  at the
principal  office of the Company,  together  with a written  assignment  of this
Warrant substantially in the form attached hereto duly executed by Holder or its
agent or attorney and funds  sufficient  to pay any transfer  taxes payable upon
the making of such transfer. Upon such surrender and, if required, such payment,
the Company  shall  execute and deliver a new Warrant or Warrants in the name of
the assignee or assignees and in the denomination or denominations  specified in
such  instrument  of  assignment,  and shall issue to the assignor a new Warrant
evidencing  the portion of this Warrant not so assigned,  and this Warrant shall
promptly be cancelled.  A Warrant,  if properly assigned,  may be exercised by a
new holder  for the  purchase  of shares of Common  Stock  without  having a new
Warrant issued.

                   (b) This  Warrant  may be  divided  or  combined  with other
Warrants  upon  presentation  hereof at the  aforesaid  office  of the  Company,
together with a written notice  specifying the names and  denominations in which
new  Warrants  are to be  issued,  signed by  Holder  or its agent or  attorney.
Subject  to  compliance  with  Section  7(a),  as to any  transfer  which may be
involved in such division or combination,  the Company shall execute and deliver
a new Warrant or Warrants in exchange  for the Warrant or Warrants to be divided
or combined in accordance with such notice.

                                       45
<PAGE>

                   (c) The Company shall  prepare,  issue and deliver at its own
expense  (other than  transfer  taxes) the new  Warrant or  Warrants  under this
Section 7.

                   (d) The Company agrees to maintain,  at its aforesaid office,
books for the registration and the registration of transfer of the Warrants.



ARTICLE  XL No Rights as  Shareholder  until  Exercise.  This  Warrant  does not
entitle the holder  hereof to any voting rights or other rights as a shareholder
of the Company prior to the exercise hereof.  Upon the surrender of this Warrant
and the payment of the aggregate Exercise Price, the Warrant Shares so purchased
shall be and be deemed to be issued to such  holder as the record  owner of such
shares as of the close of business on the later of the date of such surrender or
payment.

ARTICLE XLI Loss,  Theft,  Destruction  or  Mutilation  of Warrant.  The Company
covenants that upon receipt by the Company of evidence  reasonably  satisfactory
to it of the loss, theft,  destruction or mutilation of this Warrant certificate
or any stock  certificate  relating to the Warrant Shares,  and in case of loss,
theft or  destruction,  of indemnity or security  reasonably  satisfactory to it
(which  shall not  include  the  posting of any bond),  and upon  surrender  and
cancellation  of such Warrant or stock  certificate,  if mutilated,  the Company
will make and deliver a new Warrant or stock certificate of like tenor and dated
as of such cancellation, in lieu of such Warrant or stock certificate.

ARTICLE XLII Saturdays, Sundays, Holidays, etc. If the last or appointed day for
the  taking of any action or the  expiration  of any right  required  or granted
herein shall be a Saturday,  Sunday or a legal holiday,  then such action may be
taken or such right may be exercised on the next  succeeding day not a Saturday,
Sunday or legal holiday.

ARTICLE XLIII  Adjustments of Exercise Price and Number of Warrant  Shares.  (a)
Stock  Splits,  etc.  The number  and kind of  securities  purchasable  upon the
exercise of this Warrant and the Exercise  Price shall be subject to  adjustment
from  time to time  upon  the  happening  of any of the  following.  In case the
Company  shall  (i)  pay a  dividend  in  shares  of  Common  Stock  or  make  a

                                       46
<PAGE>

distribution  in shares of Common  Stock to  holders of its  outstanding  Common
Stock,  (ii)  subdivide  its  outstanding  shares of Common Stock into a greater
number of shares of Common Stock, (iii) combine its outstanding shares of Common
Stock into a smaller  number of shares of Common  Stock or (iv) issue any shares
of its capital stock in a reclassification  of the Common Stock, then the number
of Warrant Shares  purchasable upon exercise of this Warrant  immediately  prior
thereto  shall be adjusted so that the holder of this Warrant  shall be entitled
to  receive  the kind and number of Warrant  Shares or other  securities  of the
Company  which he would have  owned or have been  entitled  to receive  had such
Warrant been exercised in advance thereof. Upon each such adjustment of the kind
and  number of  Warrant  Shares or other  securities  of the  Company  which are
purchasable  hereunder,  the holder of this Warrant shall thereafter be entitled
to purchase the number of Warrant Shares or other securities resulting from such
adjustment at an Exercise Price per Warrant Share or other security  obtained by
multiplying the Exercise Price in effect immediately prior to such adjustment by
the number of Warrant Shares  purchasable  pursuant hereto  immediately prior to
such adjustment and dividing by the number of Warrant Shares or other securities
of the Company  resulting from such  adjustment.  An adjustment made pursuant to
this paragraph shall become  effective  immediately  after the effective date of
such event retroactive to the record date, if any, for such event.

         Section 43.2 Reorganization, Reclassification, Merger, Consolidation or
Disposition  of  Assets.  In case the  Company  shall  reorganize  its  capital,
reclassify  its  capital  stock,  consolidate  or  merge  with or  into  another
corporation  (where the Company is not the surviving  corporation or where there
is a change in or distribution with respect to the Common Stock of the Company),
or sell, transfer or otherwise dispose of all or substantially all its property,
assets or business  to another  corporation  and,  pursuant to the terms of such
reorganization,   reclassification,  merger,  consolidation  or  disposition  of
assets, shares of common stock of the successor or acquiring corporation, or any
cash,  shares of stock or other securities or property of any nature  whatsoever
(including  warrants or other subscription or purchase rights) in addition to or
in lieu of  common  stock of the  successor  or  acquiring  corporation  ("Other
Property"),  are to be received by or distributed to the holders of Common Stock
of the Company,  then Holder shall have the right  thereafter  to receive,  upon
exercise of this Warrant,  the number of shares of common stock of the successor
or acquiring corporation or of the Company, if it is the surviving  corporation,
and  Other  Property  receivable  upon or as a  result  of such  reorganization,
reclassification,  merger, consolidation or disposition of assets by a holder of
the  number of shares of Common  Stock for which  this  Warrant  is  exercisable
immediately   prior  to  such  event.  In  case  of  any  such   reorganization,
reclassification,  merger, consolidation or disposition of assets, the successor
or acquiring  corporation (if other than the Company) shall expressly assume the
due and  punctual  observance  and  performance  of each and every  covenant and
condition of this  Warrant to be  performed  and observed by the Company and all
the obligations and liabilities hereunder,  subject to such modifications as may
be deemed appropriate (as determined in good faith by resolution of the Board of
Directors  of the  Company)  in order to provide  for  adjustments  of shares of
Common  Stock for which this  Warrant is  exercisable  which  shall be as nearly
equivalent as  practicable to the  adjustments  provided for in this Section 11.
For purposes of this  Section 11,  "common  stock of the  successor or acquiring
corporation"  shall include stock of such  corporation of any class which is not
preferred  as to  dividends  or  assets  over any  other  class of stock of such
corporation  and which is not subject to  redemption  and shall also include any
evidences  of  indebtedness,  shares  of  stock or other  securities  which  are
convertible into or exchangeable for any such stock,  either immediately or upon
the arrival of a specified  date or the  happening of a specified  event and any
warrants  or other  rights to  subscribe  for or purchase  any such  stock.  The
foregoing  provisions  of this Section 11 shall  similarly  apply to  successive
reorganizations,  reclassifications,  mergers,  consolidations or disposition of
assets.

                                       47
<PAGE>

ARTICLE XLIV  Voluntary  Adjustment by the Company.  The Company may at any time
during the term of this Warrant,  reduce the then current  Exercise Price to any
amount and for any period of time deemed  appropriate  by the Board of Directors
of the Company.

ARTICLE  XLV Notice of  Adjustment.  Whenever  the  number of Warrant  Shares or
number or kind of securities or other property  purchasable upon the exercise of
this Warrant or the Exercise Price is adjusted, as herein provided,  the Company
shall promptly mail by registered or certified mail,  return receipt  requested,
to the holder of this Warrant notice of such  adjustment or adjustments  setting
forth  the  number  of  Warrant  Shares  (and  other   securities  or  property)
purchasable  upon the exercise of this  Warrant and the  Exercise  Price of such
Warrant Shares (and other securities or property) after such adjustment, setting
forth a brief statement of the facts requiring such adjustment and setting forth
the computation by which such  adjustment was made. Such notice,  in the absence
of manifest  error,  shall be  conclusive  evidence of the  correctness  of such
adjustment.

ARTICLE XLV Notice of Corporate  Action.  If at any time:  (a) the Company shall
take a record of the holders of its Common  Stock for the  purpose of  entitling
them to receive a dividend or other distribution,  or any right to subscribe for
or purchase any evidences of its indebtedness,  any shares of stock of any class
or any other securities or property, or to receive any other right, or

                   (b) there shall be any capital reorganization of the Company,
any  reclassification or recapitalization of the capital stock of the Company or
any consolidation or merger of the Company with, or any sale,  transfer or other
disposition of all or substantially all the property,  assets or business of the
Company to, another corporation or,

                   (c) there shall be a voluntary  or  involuntary  dissolution,
liquidation  or  winding  up of the  Company;  then,  in any one or more of such
cases,  the  Company  shall give to Holder (i) at least 30 days'  prior  written
notice of the date on which a record date shall be selected  for such  dividend,
distribution or right or for  determining  rights to vote in respect of any such
reorganization,   reclassification,   merger,  consolidation,   sale,  transfer,
disposition,  liquidation  or  winding  up,  and  (ii) in the  case of any  such
reorganization,   reclassification,   merger,  consolidation,   sale,  transfer,
disposition,  dissolution,  liquidation  or winding  up, at least 30 days' prior
written  notice of the date  when the same  shall  take  place.  Such  notice in
accordance  with the  foregoing  clause also shall specify (i) the date on which
any such record is to be taken for the purpose of such dividend, distribution or
right,  the date on which the  holders of Common  Stock shall be entitled to any
such dividend,  distribution or right, and the amount and character thereof, and
(ii) the  date on  which  any  such  reorganization,  reclassification,  merger,
consolidation, sale, transfer, disposition,  dissolution, liquidation or winding
up is to take place and the time,  if any such time is to be fixed,  as of which
the holders of Common Stock shall be entitled to exchange their shares of Common
Stock for  securities  or other  property  deliverable  upon  such  disposition,
dissolution,  liquidation  or winding  up.  Each such  written  notice  shall be
sufficiently  given if  addressed  to  Holder  at the  last  address  of  Holder
appearing on the books of the Company and delivered in  accordance  with Section
16(d).

ARTICLE XLVII Authorized  Shares.  The Company  covenants that during the period
the Warrant is  outstanding,  it will reserve from its  authorized  and unissued
Common  Stock a  sufficient  number of shares to provide for the issuance of the
Warrant Shares upon the exercise of any purchase rights under this Warrant.  The
Company  further  covenants  that its issuance of this Warrant shall  constitute
full authority to its officers who are charged with the duty of executing  stock
certificates  to execute and issue the  necessary  certificates  for the Warrant
Shares upon the exercise of the purchase rights under this Warrant.  The Company
will take all such  reasonable  action as may be  necessary  to assure that such
Warrant  Shares  may be issued  as  provided  herein  without  violation  of any
applicable law or regulation,  or of any  requirements  of the Principal  Market
upon which the Common Stock may be listed.

                    The  Company  shall not by any  action,  including,  without
limitation,   amending  its   certificate  of   incorporation   or  through  any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities  or any other  voluntary  action,  avoid or seek to avoid the
observance or performance  of any of the terms of this Warrant,  but will at all
times in good  faith  assist in the  carrying  out of all such  terms and in the
taking of all such  actions as may be necessary  or  appropriate  to protect the
rights of Holder  against  impairment.  Without  limiting the  generality of the
foregoing,  the  Company  will (a) not  increase  the par value of any shares of
Common  Stock  receivable  upon the  exercise of this  Warrant  above the amount
payable  therefor upon such exercise  immediately  prior to such increase in par
value, (b) take all such action as may be necessary or appropriate in order that
the Company may validly and legally issue fully paid and nonassessable shares of
Common Stock upon the  exercise of this  Warrant,  and (c) use all  commercially
reasonable  efforts to obtain all such  authorizations,  exemptions  or consents
from any public regulatory body having jurisdiction  thereof as may be necessary
to enable the Company to perform its obligations under this Warrant.

                   Upon the  request of Holder,  the  Company  will at any time
during the period this Warrant is outstanding  acknowledge  in writing,  in form
reasonably  satisfactory to Holder, the continuing  validity of this Warrant and
the obligations of the Company hereunder.

                    Before  taking any action  which would  cause an  adjustment
reducing  the current  Exercise  Price below the then par value,  if any, of the
shares of Common Stock issuable upon exercise of the Warrants, the Company shall
take any  corporate  action which may be necessary in order that the Company may
validly and legally  issue fully paid and  non-assessable  shares of such Common
Stock at such adjusted Exercise Price.

                    Before taking any action which would result in an adjustment
in the number of shares of Common Stock for which this Warrant is exercisable or
in the  Exercise  Price,  the Company  shall obtain all such  authorizations  or
exemptions  thereof,  or consents  thereto,  as may be necessary from any public
regulatory body or bodies having jurisdiction thereof.

                                       48
<PAGE>

                       ARTICLE XLVIII Miscellaneous.


Section 48.1   Jurisdiction.  This Warrant shall be binding upon any  successors
or assigns of the Company.  This Warrant shall  constitute a contract  under the
laws of New York without regard to its conflict of law principles or rules,  and
be  subject  to  arbitration  pursuant  to the terms  set forth in the  Purchase
Agreement.

Section 48.2   Restrictions.  The holder  hereof  acknowledges  that the Warrant
Shares acquired upon the exercise of this Warrant, if not registered,  will have
restrictions upon resale imposed by state and federal securities laws.

Section 48.3   Nonwaiver  and  Expenses.  No course of  dealing  or any delay or
failure to exercise any right hereunder on the part of Holder shall operate as a
waiver of such right or otherwise prejudice Holder's rights, powers or remedies,
notwithstanding  all rights hereunder  terminate on the Termination Date. If the
Company  willfully fails to comply with any material  provision of this Warrant,
the Company shall pay to Holder such amounts as shall be sufficient to cover any
costs and expenses  including,  but not limited to, reasonable  attorneys' fees,
including those of appellate  proceedings,  incurred by Holder in collecting any
amounts due pursuant hereto or in otherwise enforcing any of its rights,  powers
or remedies hereunder.

Section 48.4   Notices.  Any  notice,  request  or other  document  required  or
permitted to be given or delivered to the holder  hereof by the Company shall be
delivered in accordance with the notice provisions of the Purchase Agreement.

Section  48.5  Limitation of Liability.  No provision  hereof, in the absence of
affirmative  action by  Holder  to  purchase  shares  of  Common  Stock,  and no
enumeration herein of the rights or privileges of Holder hereof, shall give rise
to any  liability of Holder for the  purchase  price of any Common Stock or as a
stockholder of the Company, whether such liability is asserted by the Company or
by creditors of the Company.

Section  48.6  Remedies.  Holder,  in addition to being entitled to exercise all
rights  granted by law,  including  recovery  of  damages,  will be  entitled to
specific  performance of its rights under this Warrant.  The Company agrees that
monetary  damages  would not be adequate  compensation  for any loss incurred by
reason of a breach by it of the  provisions of this Warrant and hereby agrees to
waive the defense in any action for  specific  performance  that a remedy at law
would be adequate.

Section 48.7   Successors and Assigns.  Subject to applicable  securities  laws,
this Warrant and the rights and obligations  evidenced hereby shall inure to the
benefit of and be binding upon the  successors of the Company and the successors
and permitted assigns of Holder.  The provisions of this Warrant are intended to
be for the benefit of all Holders from time to time of this Warrant and shall be
enforceable by any such Holder or holder of Warrant Shares.

                                       49
<PAGE>

Section  48.8  Indemnification.   The  Company  agrees  to  indemnify  and  hold
harmless Holder from and against any liabilities,  obligations, losses, damages,
penalties,  actions,  judgments, suits, claims, costs, attorneys' fees, expenses
and disbursements of any kind which may be imposed upon, incurred by or asserted
against  Holder in any manner  relating  to or arising out of any failure by the
Company to perform or observe  in any  material  respect  any of its  covenants,
agreements,  undertakings  or obligations  set forth in this Warrant;  provided,
however,  that the Company  will not be liable  hereunder to the extent that any
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
claims,  costs,  attorneys' fees, expenses or disbursements are found in a final
non-appealable  judgment by a court to have resulted  from Holder's  negligence,
bad  faith  or  willful   misconduct  in  its  capacity  as  a  stockholder   or
warrantholder of the Company.

Section 48.9   Amendment.  This  Warrant  may  be  modified  or  amended  or the
provisions hereof waived with the written consent of the Company and the Holder.

Section  48.10 Severability.  Wherever possible,  each provision of this Warrant
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable  law, but if any  provision of this Warrant shall be prohibited by or
invalid under  applicable law, such provision shall be ineffective to the extent
of such  prohibition or invalidity,  without  invalidating the remainder of such
provisions or the remaining provisions of this Warrant.

Section 48.11  Headings.   The  headings  used  in  this  Warrant  are  for  the
convenience of reference  only and shall not, for any purpose,  be deemed a part
of this Warrant.

                  IN WITNESS WHEREOF,  the Company has caused this Warrant to be
executed by its officer thereunto duly authorized.

Dated: February __, 2000

                                   MEDISYS TECHNOLOGIES, INC.







                                   By:   /s/Edward P. Sutherland
                                         -----------------------
                                         Edward P. Sutherland, Chairman and CEO



                                       50
<PAGE>




NY:96583.2

                               NOTICE OF EXERCISE

To:      Medisys Technologies, Inc.







(1)______The  undersigned  hereby elects to purchase  ________  shares of Common
Stock (the "Common Stock"), of Medisys Technologies,  Inc. pursuant to the terms
of the attached  Warrant,  and tenders herewith payment of the exercise price in
full, together with all applicable transfer taxes, if any.

(2)______Please issue a certificate or certificates  representing said shares of
Common  Stock  in the  name  of the  undersigned  or in  such  other  name as is
specified below:

                    ----------------------------------------
                   (Name)



                    ----------------------------------------
                    (Address)
                    ---------------------------------------









Dated:

                                       51
<PAGE>


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

                                Signature









<PAGE>


4

NY:96583.2

                                 ASSIGNMENT FORM

                                     (To assign the foregoing warrant, execute
                                    this form and supply required information.
                                  Do not use this form to exercise the warrant.)

                  FOR VALUE  RECEIVED,  the  foregoing  Warrant  and all  rights
evidenced thereby are hereby assigned to

                                                whose address is
-----------------------------------------------


---------------------------------------------------------------.







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



                Dated:
                       --------------------------


                Holder's Signature:
                                   --------------------------







Signature Guaranteed:
                     ----------------------------------------


NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Warrant,  without  alteration or  enlargement  or any
change whatsoever,  and must be guaranteed by a bank or trust company.  Officers
of  corporations  and  those  acting  in an  fiduciary  or other  representative
capacity  should  file  proper  evidence of  authority  to assign the  foregoing
Warrant.