SECURITIES PURCHASE AGREEMENT


      SECURITIES  PURCHASE AGREEMENT (this  "AGREEMENT"),  dated as of April 30,
2004, by and among Central Wireless, Inc., a Utah corporation, with headquarters
located  at 4333 S.  Tamiami  Trail,  Suite  E,  Sarasota,  Florida  34231  (the
"COMPANY"),  and each of the purchasers set forth on the signature  pages hereto
(the "BUYERS").

      WHEREAS:

      A. The Company and the Buyers are executing and delivering  this Agreement
in reliance  upon the exemption  from  securities  registration  afforded by the
rules and  regulations  as  promulgated  by the  United  States  Securities  and
Exchange  Commission  (the "SEC") under the  Securities  Act of 1933, as amended
(the "1933 Act");

      B. Buyers  desire to purchase  and the Company  desires to issue and sell,
upon the  terms and  conditions  set forth in this  Agreement  (i) 12%  callable
secured  convertible  debentures of the Company,  in the form attached hereto as
EXHIBIT  "A",  in the  aggregate  principal  amount of up to Two  Hundred  Fifty
Thousand  Dollars   ($250,000)   (together  with  any  debenture(s)   issued  in
replacement  thereof or as a dividend  thereon or otherwise with respect thereto
in accordance with the terms thereof, the "DEBENTURES"), convertible into shares
of common stock, par value $.001 per share, of the Company (the "COMMON STOCK"),
upon the terms and subject to the  limitations  and conditions set forth in such
Debentures  and (ii)  warrants,  in the form attached  hereto as EXHIBIT "B", to
purchase up to 750,000 shares of Common Stock (the "WARRANTS");

      C. Each Buyer wishes to purchase,  upon the terms and conditions stated in
this Agreement, such principal amount of Debentures and number of Warrants as is
set forth immediately below its name on the signature pages hereto; and

      D. Contemporaneous with the execution and delivery of this Agreement,  the
parties hereto are executing and delivering a Registration Rights Agreement,  in
the form attached hereto as EXHIBIT "C" (the "REGISTRATION  RIGHTS  AGREEMENT"),
pursuant to which the Company has agreed to provide certain  registration rights
under the 1933 Act and the rules and  regulations  promulgated  thereunder,  and
applicable state securities laws.

      NOW  THEREFORE,  the  Company  and each of the Buyers  severally  (and not
jointly) hereby agree as follows:

            1. PURCHASE AND SALE OF DEBENTURES AND WARRANTS.

                  A.  PURCHASE OF DEBENTURES  AND WARRANTS.  On the Closing Date
(as  defined  below),  the  Company  shall issue and sell to each Buyer and each
Buyer  severally  agrees to purchase from the Company such  principal  amount of
Debentures and number of Warrants as is set forth immediately below such Buyer's
name on the signature pages hereto.

                  B. FORM OF PAYMENT.  On the Closing  Date (as defined  below),
(i) each Buyer shall pay the purchase  price for the Debentures and the Warrants
to be issued and sold to it at the  Closing (as  defined  below) (the  "PURCHASE
Price") by wire  transfer of  immediately  available  funds to the  Company,  in

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accordance with the Company's written wiring  instructions,  against delivery of
the  Debentures  in the  principal  amount equal to the  Purchase  Price and the
number of Warrants as is set forth  immediately  below such  Buyer's name on the
signature  pages hereto,  and (ii) the Company shall deliver such Debentures and
Warrants duly executed on behalf of the Company, to such Buyer, against delivery
of such Purchase Price.

                  C.  CLOSING  DATE.  Subject to the  satisfaction  (or  written
waiver) of the  conditions  thereto  set forth in Section 6 and Section 7 below,
the date and time of the  issuance and sale of the  Debentures  and the Warrants
pursuant to this  Agreement  (the "CLOSING  DATE") shall be 12:00 noon,  Eastern
Standard  Time on April 30, 2004 or such other  mutually  agreed upon time.  The
closing of the transactions contemplated by this Agreement (the "CLOSING") shall
occur on the Closing Date at such location as may be agreed to by the parties.

            2. BUYERS' REPRESENTATIONS AND WARRANTIES. Each Buyer severally (and
not  jointly)  represents  and  warrants to the Company  solely as to such Buyer
that:

                  A.  INVESTMENT  PURPOSE.  As of the date hereof,  the Buyer is
purchasing  the  Debentures  and  the  shares  of  Common  Stock  issuable  upon
conversion  of or  otherwise  pursuant  to the  Debentures  (including,  without
limitation,  such additional shares of Common Stock, if any, as are issuable (i)
on  account  of  interest  on the  Debentures,  (ii) as a result  of the  events
described in Sections 1.3 and 1.4(g) of the  Debentures  and Section 2(c) of the
Registration  Rights  Agreement or (iii) in payment of the  Standard  Liquidated
Damages  Amount (as defined in Section 2(f) below)  pursuant to this  Agreement,
such  shares  of  Common  Stock  being  collectively  referred  to herein as the
"CONVERSION  SHARES") and the  Warrants and the shares of Common Stock  issuable
upon  exercise  thereof  (the  "WARRANT  SHARES"  and,   collectively  with  the
Debentures,  Warrants  and  Conversion  Shares,  the  "SECURITIES")  for its own
account and not with a present  view  towards  the public  sale or  distribution
thereof, except pursuant to sales registered or exempted from registration under
the 1933 Act; provided,  however, that by making the representations herein, the
Buyer  does not agree to hold any of the  Securities  for any  minimum  or other
specific term and reserves the right to dispose of the Securities at any time in
accordance  with or pursuant to a registration  statement or an exemption  under
the 1933 Act.

                  B.  ACCREDITED  INVESTOR  STATUS.  The Buyer is an "accredited
investor" as that term is defined in Rule 501(a) of Regulation D (an "ACCREDITED
Investor").

                  C.  RELIANCE ON  EXEMPTIONS.  The Buyer  understands  that the
Securities are being offered and sold to it in reliance upon specific exemptions
from the registration requirements of United States federal and state securities
laws and that the  Company is relying  upon the truth and  accuracy  of, and the
Buyer's   compliance   with,  the   representations,   warranties,   agreements,
acknowledgments  and  understandings  of the Buyer set forth  herein in order to
determine the  availability  of such exemptions and the eligibility of the Buyer
to acquire the Securities.

                  D. INFORMATION. The Buyer and its advisors, if any, have been,
and for so long as the Debentures and Warrants remain  outstanding will continue
to be,  furnished  with all  materials  relating to the  business,  finances and
operations  of the Company and  materials  relating to the offer and sale of the

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Securities which have been requested by the Buyer or its advisors. The Buyer and
its advisors,  if any, have been, and for so long as the Debentures and Warrants
remain  outstanding  will  continue  to  be,  afforded  the  opportunity  to ask
questions of the Company.  Notwithstanding  the  foregoing,  the Company has not
disclosed to the Buyer any material nonpublic  information and will not disclose
such information  unless such information is disclosed to the public prior to or
promptly following such disclosure to the Buyer.  Neither such inquiries nor any
other due diligence  investigation  conducted by Buyer or any of its advisors or
representatives  shall  modify,  amend or  affect  Buyer's  right to rely on the
Company's representations and warranties contained in Section 3 below. The Buyer
understands that its investment in the Securities  involves a significant degree
of risk.

                  E. GOVERNMENTAL  REVIEW.  The Buyer understands that no United
States federal or state agency or any other  government or  governmental  agency
has passed upon or made any recommendation or endorsement of the Securities.

                  F. TRANSFER OR RE-SALE.  The Buyer understands that (i) except
as provided in the  Registration  Rights  Agreement,  the sale or re-sale of the
Securities  has not been and is not being  registered  under the 1933 Act or any
applicable  state  securities  laws,  and the  Securities may not be transferred
unless  (a) the  Securities  are  sold  pursuant  to an  effective  registration
statement  under the 1933 Act, (b) the Buyer shall have delivered to the Company
an opinion of counsel that shall be in form,  substance and scope  customary for
opinions of counsel in comparable transactions to the effect that the Securities
to be sold or transferred  may be sold or  transferred  pursuant to an exemption
from such registration,  which opinion shall be accepted by the Company, (c) the
Securities are sold or  transferred  to an  "affiliate"  (as defined in Rule 144
promulgated  under the 1933 Act (or a successor rule) ("RULE 144")) of the Buyer
who agrees to sell or otherwise  transfer the Securities only in accordance with
this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold
pursuant to Rule 144, or (e) the  Securities  are sold  pursuant to Regulation S
under the 1933 Act (or a successor rule)  ("REGULATION  S"), and the Buyer shall
have  delivered  to the  Company an  opinion  of counsel  that shall be in form,
substance and scope customary for opinions of counsel in corporate transactions,
which opinion shall be accepted by the Company; (ii) any sale of such Securities
made in  reliance on Rule 144 may be made only in  accordance  with the terms of
said Rule and  further,  if said Rule is not  applicable,  any  re-sale  of such
Securities  under  circumstances in which the seller (or the person through whom
the sale is made) may be deemed to be an underwriter (as that term is defined in
the 1933 Act) may require  compliance  with some other  exemption under the 1933
Act or the rules and  regulations of the SEC  thereunder;  and (iii) neither the
Company nor any other person is under any obligation to register such Securities
under the 1933 Act or any state  securities laws or to comply with the terms and
conditions of any exemption thereunder (in each case, other than pursuant to the
Registration  Rights Agreement).  Notwithstanding the foregoing or anything else
contained herein to the contrary, the Securities may be pledged as collateral in
connection with a bona fide margin account or other lending arrangement.  In the
event that the Company  does not accept the  opinion of counsel  provided by the
Buyer with respect to the transfer of Securities  pursuant to an exemption  from
registration,  such as Rule 144 or  Regulation S (provided  that such opinion is
correct and complies with all applicable  rules and  regulations),  within three
(3) business  days of delivery of the opinion to the Company,  the Company shall
pay to the Buyer  liquidated  damages of three  percent (3%) of the  outstanding
amount of the  Debentures  per month plus  accrued  and unpaid  interest  on the
Debentures,  prorated for partial months, in cash or shares at the option of the

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Buyer ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Buyer elects to be paid the
Standard  Liquidated Damages Amount in shares of Common Stock, such shares shall
be  issued  at the  Conversion  Price at the  time of  payment  of the  Standard
Liquidated Damages Amount.

                  G. LEGENDS.  The Buyer understands that the Debentures and the
Warrants and, until such time as the  Conversion  Shares and Warrant Shares have
been registered  under the 1933 Act as contemplated by the  Registration  Rights
Agreement or otherwise  may be sold pursuant to Rule 144 or Regulation S without
any  restriction as to the number of securities as of a particular date that can
then be immediately  sold,  the Conversion  Shares and Warrant Shares may bear a
restrictive  legend in  substantially  the following  form (and a  stop-transfer
order may be placed against transfer of the certificates for such Securities):

            "The  securities  represented  by this  certificate  have  not  been
            registered  under  the  Securities  Act of  1933,  as  amended.  The
            securities  may not be sold,  transferred or assigned in the absence
            of an effective registration statement for the securities under said
            Act,  or an  opinion  of  counsel,  in  form,  substance  and  scope
            customary for opinions of counsel in comparable  transactions,  that
            registration  is not required under said Act or unless sold pursuant
            to Rule 144 or Regulation S under said Act."

      The legend set forth above shall be removed and the Company  shall issue a
certificate  without such legend to the holder of any Security  upon which it is
stamped,  if, unless otherwise required by applicable state securities laws, (a)
such Security is registered for sale under an effective  registration  statement
filed  under  the  1933 Act or  otherwise  may be sold  pursuant  to Rule 144 or
Regulation  S without any  restriction  as to the number of  securities  as of a
particular  date that can then be immediately  sold, or (b) such holder provides
the Company with an opinion of counsel,  in form,  substance and scope customary
for opinions of counsel in comparable transactions,  to the effect that a public
sale or transfer of such  Security  may be made without  registration  under the
1933 Act,  which  opinion  shall be  accepted by the Company so that the sale or
transfer is effected or (c) such holder  provides  the Company  with  reasonable
assurances  that such Security can be sold pursuant to Rule 144 or Regulation S.
The Buyer  agrees  to sell all  Securities,  including  those  represented  by a
certificate(s)  from which the  legend  has been  removed,  in  compliance  with
applicable prospectus delivery requirements, if any.

                  H.   AUTHORIZATION;   ENFORCEMENT.   This  Agreement  and  the
Registration  Rights  Agreement  have been  duly and  validly  authorized.  This
Agreement has been duly executed and delivered on behalf of the Buyer,  and this
Agreement  constitutes,  and upon  execution  and  delivery  by the Buyer of the
Registration Rights Agreement, such agreement will constitute, valid and binding
agreements of the Buyer enforceable in accordance with their terms.

                  I. RESIDENCY.  The Buyer is a resident of the jurisdiction set
forth immediately below such Buyer's name on the signature pages hereto.

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            3.  REPRESENTATIONS  AND  WARRANTIES  OF THE  COMPANY.  The  Company
represents and warrants to each Buyer that:

                  A. ORGANIZATION AND QUALIFICATION. The Company and each of its
Subsidiaries  (as defined  below),  if any,  is a  corporation  duly  organized,
validly  existing and in good  standing  under the laws of the  jurisdiction  in
which it is incorporated, with full power and authority (corporate and other) to
own,  lease,  use and operate its properties and to carry on its business as and
where now owned, leased, used, operated and conducted.  SCHEDULE 3(A) sets forth
a list of all of the  Subsidiaries of the Company and the  jurisdiction in which
each is incorporated. The Company and each of its Subsidiaries is duly qualified
as a  foreign  corporation  to do  business  and is in good  standing  in  every
jurisdiction  in which its  ownership  or use of  property  or the nature of the
business  conducted by it makes such  qualification  necessary  except where the
failure to be so qualified or in good standing would not have a Material Adverse
Effect.  "MATERIAL  ADVERSE  EFFECT"  means any material  adverse  effect on the
business, operations, assets, financial condition or prospects of the Company or
its Subsidiaries,  if any, taken as a whole, or on the transactions contemplated
hereby or by the  agreements  or  instruments  to be entered into in  connection
herewith.  "SUBSIDIARIES"  means any corporation or other organization,  whether
incorporated  or  unincorporated,   in  which  the  Company  owns,  directly  or
indirectly, any equity or other ownership interest.

                  B.  AUTHORIZATION;   ENFORCEMENT.  (i)  The  Company  has  all
requisite  corporate  power  and  authority  to  enter  into  and  perform  this
Agreement,  the Registration  Rights Agreement,  the Debentures and the Warrants
and to consummate the transactions  contemplated hereby and thereby and to issue
the  Securities,  in  accordance  with the terms  hereof and  thereof,  (ii) the
execution and delivery of this Agreement, the Registration Rights Agreement, the
Debentures  and the  Warrants by the Company and the  consummation  by it of the
transactions contemplated hereby and thereby (including without limitation,  the
issuance of the Debentures and the Warrants and the issuance and reservation for
issuance of the Conversion Shares and Warrant Shares issuable upon conversion or
exercise  thereof) have been duly authorized by the Company's Board of Directors
and no further consent or authorization of the Company,  its Board of Directors,
or its stockholders is required, (iii) this Agreement has been duly executed and
delivered by the Company by its authorized  representative,  and such authorized
representative  is the true and official  representative  with authority to sign
this Agreement and the other documents executed in connection  herewith and bind
the Company accordingly, and (iv) this Agreement constitutes, and upon execution
and delivery by the Company of the Registration Rights Agreement, the Debentures
and the Warrants,  each of such instruments will constitute,  a legal, valid and
binding obligation of the Company  enforceable against the Company in accordance
with its terms.

                  C.  CAPITALIZATION.  As of the  date  hereof,  the  authorized
capital  stock of the  Company  consists of (i)  2,000,000,000  shares of Common
Stock,  of which  808,783,193  are  outstanding,  18,438 shares are reserved for
issuance  pursuant to the Company's stock option plans,  888,224,128  shares are
reserved for issuance  pursuant to the securities (other than the Debentures and
Warrants)  exercisable  for, or convertible  into or exchangeable  for shares of
Common Stock that are  described  on SCHEDULE  3(C) and  126,500,000  shares are
reserved for issuance  upon  conversion  of the  Debentures  and exercise of the
Warrants (subject to adjustment  pursuant to the Company's covenant set forth in
Section 4(h) below);  and (ii) 10,000,000 shares of preferred stock, of which no

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shares are issued and  outstanding.  All of such  outstanding  shares of capital
stock are, or upon issuance will be, duly authorized, validly issued, fully paid
and  nonassessable.  No shares of capital  stock of the  Company  are subject to
preemptive rights or any other similar rights of the stockholders of the Company
or any liens or  encumbrances  imposed  through the actions or failure to act of
the Company.  Except as disclosed in SCHEDULE  3(C), as of the effective date of
this Agreement, (i) there are no outstanding options, warrants, scrip, rights to
subscribe for, puts, calls, rights of first refusal, agreements, understandings,
claims or other commitments or rights of any character  whatsoever  relating to,
or  securities  or rights  convertible  into or  exchangeable  for any shares of
capital  stock of the Company or any of its  Subsidiaries,  or  arrangements  by
which the  Company or any of its  Subsidiaries  is or may become  bound to issue
additional  shares of capital  stock of the Company or any of its  Subsidiaries,
(ii) there are no agreements or  arrangements  under which the Company or any of
its  Subsidiaries  is  obligated  to  register  the  sale of any of its or their
securities  under the 1933 Act (except the  Registration  Rights  Agreement) and
(iii) there are no anti-dilution or price adjustment provisions contained in any
security issued by the Company (or in any agreement providing rights to security
holders) that will be triggered by the issuance of the Debentures, the Warrants,
the Conversion Shares or Warrant Shares.  The Company has furnished to the Buyer
true and correct  copies of the Company's  Certificate  of  Incorporation  as in
effect  on the date  hereof  ("CERTIFICATE  OF  INCORPORATION"),  the  Company's
By-laws,  as in effect on the date hereof (the "BY-LAWS"),  and the terms of all
securities  convertible  into or exercisable for Common Stock of the Company and
the material rights of the holders thereof in respect thereto. The Company shall
provide  the Buyer with a written  update of this  representation  signed by the
Company's Chief Executive or Chief Financial Officer on behalf of the Company as
of the Closing Date.

                  D.  ISSUANCE  OF SHARES.  The  Conversion  Shares and  Warrant
Shares are duly authorized and reserved for issuance and, upon conversion of the
Debentures  and exercise of the  Warrants in  accordance  with their  respective
terms, will be validly issued, fully paid and non-assessable,  and free from all
taxes,  liens,  claims and  encumbrances  with respect to the issue  thereof and
shall  not  be  subject  to  preemptive   rights  or  other  similar  rights  of
stockholders  of the Company  and will not impose  personal  liability  upon the
holder thereof.

                  E.  ACKNOWLEDGMENT  OF DILUTION.  The Company  understands and
acknowledges  the  potentially  dilutive  effect to the  Common  Stock  upon the
issuance of the  Conversion  Shares and Warrant  Shares upon  conversion  of the
Debenture or exercise of the Warrants. The Company further acknowledges that its
obligation to issue Conversion  Shares and Warrant Shares upon conversion of the
Debentures or exercise of the Warrants in accordance  with this  Agreement,  the
Debentures  and the Warrants is absolute  and  unconditional  regardless  of the
dilutive effect that such issuance may have on the ownership  interests of other
stockholders of the Company.

                  F. NO CONFLICTS.  The execution,  delivery and  performance of
this  Agreement,  the  Registration  Rights  Agreement,  the  Debentures and the
Warrants by the Company and the  consummation by the Company of the transactions
contemplated hereby and thereby (including, without limitation, the issuance and
reservation  for issuance of the Conversion  Shares and Warrant Shares) will not
(i) conflict with or result in a violation of any  provision of the  Certificate
of  Incorporation  or By-laws or (ii)  except as  disclosed  in  SCHEDULE  3(F),
violate  or  conflict  with,  or  result  in a breach  of any  provision  of, or
constitute  a default  (or an event  which with  notice or lapse of time or both

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could  become a default)  under,  or give to others  any rights of  termination,
amendment,  acceleration or cancellation of, any agreement,  indenture,  patent,
patent license or instrument to which the Company or any of its  Subsidiaries is
a party,  or (iii) result in a violation of any law,  rule,  regulation,  order,
judgment or decree (including  federal and state securities laws and regulations
and regulations of any self-regulatory organizations to which the Company or its
securities are subject)  applicable to the Company or any of its Subsidiaries or
by which any  property  or asset of the  Company or any of its  Subsidiaries  is
bound  or  affected   (except  for  such  conflicts,   defaults,   terminations,
amendments,   accelerations,   cancellations   and   violations  as  would  not,
individually or in the aggregate,  have a Material Adverse Effect).  Neither the
Company  nor any of its  Subsidiaries  is in  violation  of its  Certificate  of
Incorporation, By-laws or other organizational documents and neither the Company
nor any of its  Subsidiaries is in default (and no event has occurred which with
notice or lapse of time or both could put the Company or any of its Subsidiaries
in default) under, and neither the Company nor any of its Subsidiaries has taken
any action or failed to take any action  that would give to others any rights of
termination,   amendment,   acceleration  or  cancellation  of,  any  agreement,
indenture or  instrument  to which the Company or any of its  Subsidiaries  is a
party  or by  which  any  property  or  assets  of  the  Company  or  any of its
Subsidiaries  is bound or affected,  except for possible  defaults as would not,
individually or in the aggregate, have a Material Adverse Effect. The businesses
of the Company and its Subsidiaries,  if any, are not being conducted, and shall
not be conducted so long as a Buyer owns any of the Securities,  in violation of
any  law,  ordinance  or  regulation  of  any  governmental  entity.  Except  as
specifically  contemplated  by this Agreement and as required under the 1933 Act
and any applicable  state securities laws, the Company is not required to obtain
any consent, authorization or order of, or make any filing or registration with,
any court, governmental agency, regulatory agency,  self-regulatory organization
or stock  market  or any  third  party in order for it to  execute,  deliver  or
perform any of its obligations  under this Agreement,  the  Registration  Rights
Agreement, the Debentures or the Warrants in accordance with the terms hereof or
thereof or to issue and sell the Debentures and Warrants in accordance  with the
terms  hereof  and  to  issue  the  Conversion  Shares  upon  conversion  of the
Debentures  and the Warrant  Shares upon  exercise  of the  Warrants.  Except as
disclosed in SCHEDULE 3(F), all consents,  authorizations,  orders,  filings and
registrations  which the Company is required to obtain pursuant to the preceding
sentence  have been  obtained or effected  on or prior to the date  hereof.  The
Company is not in violation of the listing  requirements of the Over-the-Counter
Bulletin Board (the "OTCBB") and does not reasonably  anticipate that the Common
Stock will be delisted by the OTCBB in the foreseeable  future.  The Company and
its Subsidiaries are unaware of any facts or circumstances which might give rise
to any of the foregoing.

                  G. SEC DOCUMENTS; FINANCIAL STATEMENTS. Except as disclosed in
SCHEDULE  3(G),  the Company has timely  filed all  reports,  schedules,  forms,
statements and other documents  required to be filed by it with the SEC pursuant
to the reporting requirements of the Securities Exchange Act of 1934, as amended
(the "1934  ACT") (all of the  foregoing  filed prior to the date hereof and all
exhibits  included  therein and financial  statements and schedules  thereto and
documents  (other than  exhibits to such  documents)  incorporated  by reference
therein,  being  hereinafter  referred  to herein as the "SEC  DOCUMENTS").  The
Company  has  delivered  to each  Buyer  true  and  complete  copies  of the SEC
Documents,  except for such  exhibits and  incorporated  documents.  As of their
respective  dates, the SEC Documents  complied in all material respects with the
requirements  of the  1934  Act  and  the  rules  and  regulations  of  the  SEC

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promulgated  thereunder  applicable  to the SEC  Documents,  and none of the SEC
Documents,  at the time they  were  filed  with the SEC,  contained  any  untrue
statement of a material  fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the  circumstances  under  which they were  made,  not  misleading.  None of the
statements  made in any such SEC  Documents  is,  or has  been,  required  to be
amended or updated under applicable law (except for such statements as have been
amended or updated in subsequent  filings  prior the date  hereof).  As of their
respective  dates,  the financial  statements of the Company included in the SEC
Documents  complied  as  to  form  in  all  material  respects  with  applicable
accounting  requirements and the published rules and regulations of the SEC with
respect thereto. Such financial statements have been prepared in accordance with
United States generally accepted accounting  principles,  consistently  applied,
during the periods  involved  (except (i) as may be otherwise  indicated in such
financial  statements  or the notes  thereto,  or (ii) in the case of  unaudited
interim  statements,  to the extent  they may not  include  footnotes  or may be
condensed or summary statements) and fairly present in all material respects the
consolidated financial position of the Company and its consolidated Subsidiaries
as of the dates thereof and the  consolidated  results of their  operations  and
cash  flows  for the  periods  then  ended  (subject,  in the case of  unaudited
statements,  to normal year-end audit  adjustments).  Except as set forth in the
financial  statements of the Company included in the SEC Documents,  the Company
has no liabilities, contingent or otherwise, other than (i) liabilities incurred
in the  ordinary  course of business  subsequent  to December  31, 2003 and (ii)
obligations  under contracts and commitments  incurred in the ordinary course of
business and not required under generally accepted  accounting  principles to be
reflected in such financial statements, which, individually or in the aggregate,
are not material to the financial condition or operating results of the Company.

                  H. ABSENCE OF CERTAIN CHANGES.  Since December 31, 2003, there
has been no material adverse change and no material  adverse  development in the
assets,  liabilities,  business,  properties,  operations,  financial condition,
results of operations or prospects of the Company or any of its Subsidiaries.

                  I. ABSENCE OF  LITIGATION.  There is no action,  suit,  claim,
proceeding,  inquiry  or  investigation  before or by any court,  public  board,
government  agency,  self-regulatory  organization  or body  pending  or, to the
knowledge  of the  Company  or any of its  Subsidiaries,  threatened  against or
affecting the Company or any of its Subsidiaries, or their officers or directors
in their capacity as such, that could have a Material  Adverse Effect.  SCHEDULE
3(I)  contains  a  complete  list and  summary  description  of any  pending  or
threatened   proceeding   against  or  affecting  the  Company  or  any  of  its
Subsidiaries, without regard to whether it would have a Material Adverse Effect.
The Company and its Subsidiaries are unaware of any facts or circumstances which
might give rise to any of the foregoing.

                  J. PATENTS, COPYRIGHTS, ETC.

                        (i) The  Company  and each of its  Subsidiaries  owns or
possesses  the  requisite  licenses  or  rights  to  use  all  patents,   patent
applications,  patent rights, inventions,  know-how, trade secrets,  trademarks,
trademark applications, service marks, service names, trade names and copyrights
("INTELLECTUAL  PROPERTY") necessary to enable it to conduct its business as now
operated (and,  except as set forth in SCHEDULE 3(J) hereof,  to the best of the

                                      -8-
<PAGE>

Company's  knowledge,  as presently  contemplated to be operated in the future);
there is no claim or action by any person pertaining to, or proceeding  pending,
or to the Company's  knowledge  threatened,  which  challenges  the right of the
Company or of a Subsidiary with respect to any Intellectual  Property  necessary
to enable it to conduct its business as now operated  (and,  except as set forth
in SCHEDULE 3(J) hereof,  to the best of the Company's  knowledge,  as presently
contemplated  to be  operated  in the  future);  to the  best  of the  Company's
knowledge,  the Company's or its  Subsidiaries'  current and intended  products,
services and  processes do not  infringe on any  Intellectual  Property or other
rights  held  by any  person;  and  the  Company  is  unaware  of any  facts  or
circumstances  which  might give rise to any of the  foregoing.  The Company and
each of its Subsidiaries have taken reasonable  security measures to protect the
secrecy, confidentiality and value of their Intellectual Property.

                        (ii) All of the Company's computer software and computer
hardware,  and other  similar or related  items of  automated,  computerized  or
software systems that are used or relied on by the Company in the conduct of its
business or that were, or currently  are being,  sold or licensed by the Company
to customers (collectively,  "INFORMATION TECHNOLOGY"), are Year 2000 Compliant.
For  purposes of this  Agreement,  the term "YEAR 2000  COMPLIANT"  means,  with
respect to the Company's Information Technology, that the Information Technology
is designed to be used prior to,  during and after the calendar  Year 2000,  and
the  Information  Technology  used during each such time period will  accurately
receive, provide and process date and time data (including,  but not limited to,
calculating,  comparing and sequencing) from, into and between the 20th and 21st
centuries,  including the years 1999 and 2000, and leap-year  calculations,  and
will not malfunction, cease to function, or provide invalid or incorrect results
as a result of the date or time  data,  to the  extent  that  other  information
technology,  used in  combination  with  the  Information  Technology,  properly
exchanges  date and time data with it. The Company has  delivered  to the Buyers
true and correct copies of all analyses,  reports,  studies and similar  written
information,  whether  prepared  by the  Company or another  party,  relating to
whether the Information Technology is Year 2000 Compliant, if any.

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

                  L. TAX  STATUS.  Except as set  forth on  SCHEDULE  3(L),  the
Company and each of its  Subsidiaries  has made or filed all federal,  state and
foreign income and all other tax returns,  reports and declarations  required by
any  jurisdiction to which it is subject (unless and only to the extent that the
Company  and each of its  Subsidiaries  has set  aside on its  books  provisions
reasonably  adequate for the payment of all unpaid and unreported taxes) and has
paid all taxes and other governmental  assessments and charges that are material
in  amount,  shown  or  determined  to be  due  on  such  returns,  reports  and
declarations,  except  those being  contested in good faith and has set aside on
its  books  provisions  reasonably  adequate  for the  payment  of all taxes for
periods subsequent to the periods to which such returns, reports or declarations
apply. There are no unpaid taxes in any material amount claimed to be due by the
taxing authority of any jurisdiction, and the officers of the Company know of no
basis for any such claim.  The Company has not executed a waiver with respect to

                                      -9-
<PAGE>

the statute of  limitations  relating to the  assessment  or  collection  of any
foreign, federal, state or local tax. Except as set forth on SCHEDULE 3(L), none
of the Company's tax returns is presently being audited by any taxing authority.

                  M. CERTAIN TRANSACTIONS.  Except as set forth on SCHEDULE 3(M)
and except for arm's length transactions pursuant to which the Company or any of
its Subsidiaries makes payments in the ordinary course of business upon terms no
less  favorable  than the Company or any of its  Subsidiaries  could obtain from
third  parties and other than the grant of stock  options  disclosed on SCHEDULE
3(C), none of the officers,  directors, or employees of the Company is presently
a party to any transaction  with the Company or any of its  Subsidiaries  (other
than for services as employees, officers and directors), including any contract,
agreement or other  arrangement  providing for the  furnishing of services to or
by,  providing for rental of real or personal  property to or from, or otherwise
requiring payments to or from any officer,  director or such employee or, to the
knowledge of the Company, any corporation, partnership, trust or other entity in
which any officer,  director, or any such employee has a substantial interest or
is an officer, director, trustee or partner.

                  N. DISCLOSURE.  All information  relating to or concerning the
Company or any of its  Subsidiaries  set forth in this Agreement and provided to
the Buyers  pursuant to Section 2(d) hereof and otherwise in connection with the
transactions  contemplated  hereby is true and correct in all material  respects
and the Company has not omitted to state any material fact necessary in order to
make the statements made herein or therein,  in light of the circumstances under
which they were made, not misleading.  No event or circumstance  has occurred or
exists with  respect to the Company or any of its  Subsidiaries  or its or their
business,  properties,  prospects,  operations or financial  conditions,  which,
under  applicable  law,  rule  or  regulation,  requires  public  disclosure  or
announcement  by the  Company but which has not been so  publicly  announced  or
disclosed  (assuming for this purpose that the Company's reports filed under the
1934 Act are being incorporated into an effective  registration  statement filed
by the Company under the 1933 Act).

                  O.  ACKNOWLEDGMENT  REGARDING  BUYERS' PURCHASE OF SECURITIES.
The Company  acknowledges  and agrees  that the Buyers are acting  solely in the
capacity of arm's  length  purchasers  with  respect to this  Agreement  and the
transactions contemplated hereby. The Company further acknowledges that no Buyer
is acting as a financial  advisor or fiduciary of the Company (or in any similar
capacity)  with  respect to this  Agreement  and the  transactions  contemplated
hereby  and  any  statement  made  by  any  Buyer  or any  of  their  respective
representatives or agents in connection with this Agreement and the transactions
contemplated  hereby is not advice or a recommendation  and is merely incidental
to the Buyers'  purchase of the Securities.  The Company  further  represents to
each Buyer that the  Company's  decision to enter into this  Agreement  has been
based   solely  on  the   independent   evaluation   of  the   Company  and  its
representatives.

                  P. NO INTEGRATED OFFERING. Neither the Company, nor any of its
affiliates,  nor any  person  acting on its or their  behalf,  has  directly  or
indirectly  made any offers or sales in any security or solicited  any offers to
buy any security under  circumstances that would require  registration under the
1933 Act of the issuance of the  Securities  to the Buyers.  The issuance of the

                                      -10-
<PAGE>

Securities to the Buyers will not be integrated  with any other  issuance of the
Company's  securities (past,  current or future) for purposes of any stockholder
approval provisions applicable to the Company or its securities.

                  Q. NO BROKERS.  The  Company  has taken no action  which would
give rise to any claim by any person for brokerage commissions, transaction fees
or similar payments relating to this Agreement or the transactions  contemplated
hereby.

                  R.   PERMITS;   COMPLIANCE.   The  Company  and  each  of  its
Subsidiaries  is  in  possession  of  all  franchises,  grants,  authorizations,
licenses, permits, easements,  variances,  exemptions,  consents,  certificates,
approvals and orders  necessary to own,  lease and operate its properties and to
carry on its business as it is now being conducted  (collectively,  the "COMPANY
PERMITS"),  and there is no action  pending or, to the knowledge of the Company,
threatened  regarding  suspension or cancellation of any of the Company Permits.
Neither the  Company nor any of its  Subsidiaries  is in  conflict  with,  or in
default  or  violation  of,  any of the  Company  Permits,  except  for any such
conflicts, defaults or violations which, individually or in the aggregate, would
not reasonably be expected to have a Material Adverse Effect. Since December 31,
2003,  neither  the  Company  nor  any  of its  Subsidiaries  has  received  any
notification  with  respect to possible  conflicts,  defaults or  violations  of
applicable laws, except for notices relating to possible conflicts,  defaults or
violations,  which  conflicts,  defaults or violations would not have a Material
Adverse Effect.

                  S. ENVIRONMENTAL MATTERS.

                        (i) Except as set forth in SCHEDULE 3(S),  there are, to
the Company's knowledge,  with respect to the Company or any of its Subsidiaries
or  any  predecessor  of  the  Company,   no  past  or  present   violations  of
Environmental  Laws  (as  defined  below),  releases  of any  material  into the
environment, actions, activities, circumstances,  conditions, events, incidents,
or contractual  obligations  which may give rise to any common law environmental
liability  or any  liability  under the  Comprehensive  Environmental  Response,
Compensation  and  Liability  Act of 1980 or similar  federal,  state,  local or
foreign  laws and neither the Company nor any of its  Subsidiaries  has received
any notice with respect to any of the  foregoing,  nor is any action pending or,
to the Company's knowledge,  threatened in connection with any of the foregoing.
The term  "ENVIRONMENTAL  LAWS" means all federal,  state, local or foreign laws
relating  to  pollution  or  protection  of  human  health  or  the  environment
(including,  without limitation,  ambient air, surface water, groundwater,  land
surface or subsurface strata),  including,  without limitation, laws relating to
emissions,  discharges, releases or threatened releases of chemicals, pollutants
contaminants,   or  toxic  or  hazardous  substances  or  wastes  (collectively,
"HAZARDOUS  MATERIALS")  into the  environment,  or  otherwise  relating  to the
manufacture,   processing,  distribution,  use,  treatment,  storage,  disposal,
transport or handling of  Hazardous  Materials,  as well as all  authorizations,
codes, decrees,  demands or demand letters,  injunctions,  judgments,  licenses,
notices  or  notice  letters,  orders,  permits,  plans or  regulations  issued,
entered, promulgated or approved thereunder.

                        (ii) Other than those that are or were  stored,  used or
disposed of in  compliance  with  applicable  law, no  Hazardous  Materials  are
contained on or about any real property  currently owned,  leased or used by the
Company or any of its Subsidiaries,  and no Hazardous Materials were released on

                                      -11-
<PAGE>

or about any real property  previously  owned,  leased or used by the Company or
any of its Subsidiaries during the period the property was owned, leased or used
by the Company or any of its  Subsidiaries,  except in the normal  course of the
Company's or any of its Subsidiaries' business.

                        (iii) Except as set forth in SCHEDULE 3(S), there are no
underground storage tanks on or under any real property owned, leased or used by
the  Company  or  any of its  Subsidiaries  that  are  not  in  compliance  with
applicable law.

                  T. TITLE TO PROPERTY.  The Company and its  Subsidiaries  have
good and  marketable  title in fee  simple  to all  real  property  and good and
marketable title to all personal property owned by them which is material to the
business of the Company and its Subsidiaries, in each case free and clear of all
liens, encumbrances and defects except such as are described in SCHEDULE 3(T) or
such as  would  not have a  Material  Adverse  Effect.  Any  real  property  and
facilities held under lease by the Company and its Subsidiaries are held by them
under valid, subsisting and enforceable leases with such exceptions as would not
have a Material Adverse Effect.

                  U.  INSURANCE.  The Company and each of its  Subsidiaries  are
insured by insurers of recognized financial  responsibility  against such losses
and risks and in such  amounts  as  management  of the  Company  believes  to be
prudent  and  customary  in  the   businesses  in  which  the  Company  and  its
Subsidiaries  are engaged.  Neither the Company nor any such  Subsidiary has any
reason  to  believe  that it will not be able to renew  its  existing  insurance
coverage as and when such coverage  expires or to obtain  similar  coverage from
similar  insurers as may be  necessary  to continue  its business at a cost that
would not have a Material Adverse Effect. The Company has provided to Buyer true
and  correct  copies  of all  policies  relating  to  directors'  and  officers'
liability  coverage,  errors and  omissions  coverage,  and  commercial  general
liability coverage.

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

                  W. FOREIGN CORRUPT PRACTICES.  Neither the Company, nor any of
its Subsidiaries,  nor any director,  officer,  agent,  employee or other person
acting on behalf of the  Company  or any  Subsidiary  has,  in the course of his
actions  for, or on behalf of, the  Company,  used any  corporate  funds for any
unlawful contribution,  gift,  entertainment or other unlawful expenses relating
to  political  activity;  made any direct or  indirect  unlawful  payment to any
foreign or  domestic  government  official  or employee  from  corporate  funds;
violated  or is in  violation  of any  provision  of the  U.S.  Foreign  Corrupt
Practices Act of 1977, as amended, or made any bribe, rebate, payoff,  influence
payment,  kickback  or  other  unlawful  payment  to  any  foreign  or  domestic
government official or employee.

                                      -12-
<PAGE>

                  X. SOLVENCY. Except as disclosed in SCHEDULE 3(X), the Company
(after  giving effect to the  transactions  contemplated  by this  Agreement) is
solvent  (i.e.,  its  assets  have a fair  market  value in excess of the amount
required to pay its probable  liabilities  on its existing  debts as they become
absolute and matured) and  currently the Company has no  information  that would
lead it to reasonably  conclude that the Company would not,  after giving effect
to the transaction contemplated by this Agreement, have the ability to, nor does
it intend to take any action  that would  impair its  ability  to, pay its debts
from time to time incurred in connection therewith as such debts mature.  Except
as disclosed in SCHEDULE 3(X),  the Company did not receive a qualified  opinion
from its  auditors  with respect to its most recent  fiscal year end and,  after
giving  effect to the  transactions  contemplated  by this  Agreement,  does not
anticipate or know of any basis upon which its auditors  might issue a qualified
opinion in respect of its current fiscal year.

                  Y. NO  INVESTMENT  COMPANY.  The Company is not,  and upon the
issuance and sale of the Securities as  contemplated  by this Agreement will not
be an  "investment  company"  required  to be  registered  under the  Investment
Company Act of 1940 (an "INVESTMENT COMPANY").  The Company is not controlled by
an Investment Company.

                  Z. BREACH OF REPRESENTATIONS AND WARRANTIES BY THE COMPANY. If
the Company breaches any of the  representations or warranties set forth in this
Section  3, and in  addition  to any  other  remedies  available  to the  Buyers
pursuant  to this  Agreement,  the Company  shall pay to the Buyer the  Standard
Liquidated  Damages Amount in cash or in shares of Common Stock at the option of
the  Buyer,  until  such  breach is cured.  If the  Buyers  elect to be paid the
Standard Liquidated Damages Amounts in shares of Common Stock, such shares shall
be issued at the Conversion Price at the time of payment.

            4. COVENANTS.

                  A. BEST  EFFORTS.  The parties shall use their best efforts to
satisfy  timely  each of the  conditions  described  in  Section 6 and 7 of this
Agreement.

                  B. FORM D; BLUE SKY LAWS.  The Company agrees to file a Form D
with respect to the Securities as required  under  Regulation D and to provide a
copy thereof to each Buyer promptly after such filing.  The Company shall, on or
before the  Closing  Date,  take such  action as the  Company  shall  reasonably
determine is necessary to qualify the  Securities  for sale to the Buyers at the
applicable  closing  pursuant to this Agreement under  applicable  securities or
"blue sky" laws of the states of the  United  States (or to obtain an  exemption
from such qualification), and shall provide evidence of any such action so taken
to each Buyer on or prior to the Closing Date.

                  C. REPORTING STATUS; ELIGIBILITY TO USE FORM S-3, SB-2 OR FORM
S-1. The Company's  Common Stock is  registered  under Section 12(g) of the 1934
Act. The Company  represents and warrants that it meets the requirements for the
use of Form S-3 (or if the Company is not eligible for the use of Form S-3 as of
the Filing Date (as defined in the Registration  Rights Agreement),  the Company

                                      -13-
<PAGE>

may use the form of  registration  for which it is  eligible  at that  time) for
registration of the sale by the Buyer of the Registrable  Securities (as defined
in the Registration  Rights  Agreement).  So long as the Buyer beneficially owns
any of the Securities,  the Company shall timely file all reports required to be
filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate
its status as an issuer  required to file reports under the 1934 Act even if the
1934 Act or the rules and regulations  thereunder would permit such termination.
The  Company  further  agrees to file all  reports  required  to be filed by the
Company with the SEC in a timely manner so as to become eligible, and thereafter
to maintain its eligibility,  for the use of Form S-3. The Company shall issue a
press release  describing the materials  terms of the  transaction  contemplated
hereby as soon as  practicable  following  the Closing Date but in no event more
than two (2) business  days of the Closing  Date,  which press  release shall be
subject  to prior  review by the  Buyers.  The  Company  agrees  that such press
release shall not disclose the name of the Buyers unless expressly  consented to
in writing by the Buyers or unless required by applicable law or regulation, and
then only to the extent of such requirement.

                  D. USE OF PROCEEDS.  The Company  shall use the proceeds  from
the sale of the  Debentures and the Warrants in the manner set forth in SCHEDULE
4(D)  attached  hereto  and  made a part  hereof  and  shall  not,  directly  or
indirectly,  use  such  proceeds  for any  loan to or  investment  in any  other
corporation,  partnership, enterprise or other person (except in connection with
its currently existing direct or indirect Subsidiaries)

                  E.  FUTURE  OFFERINGS.  Subject  to the  exceptions  described
below,   the  Company  will  not,   without  the  prior  written  consent  of  a
majority-in-interest  of the Buyers, not to be unreasonably withheld,  negotiate
or contract with any party to obtain additional equity financing (including debt
financing  with an equity  component)  that  involves (A) the issuance of Common
Stock at a  discount  to the  market  price of the  Common  Stock on the date of
issuance  (taking  into  account the value of any warrants or options to acquire
Common Stock issued in connection  therewith) or (B) the issuance of convertible
securities that are convertible into an indeterminate number of shares of Common
Stock or (C) the issuance of warrants  during the period (the "LOCK-UP  PERIOD")
beginning on the Closing Date and ending on the later of (i) two hundred seventy
(270) days from the Closing Date and (ii) one hundred eighty (180) days from the
date  the  Registration   Statement  (as  defined  in  the  Registration  Rights
Agreement)  is declared  effective  (plus any days in which sales cannot be made
thereunder). In addition, subject to the exceptions described below, the Company
will not conduct any equity financing  (including debt with an equity component)
("FUTURE  OFFERINGS") during the period beginning on the Closing Date and ending
two (2) years  after the end of the  Lock-up  Period  unless it shall have first
delivered to each Buyer, at least twenty (20) business days prior to the closing
of such Future Offering, written notice describing the proposed Future Offering,
including the terms and conditions thereof and proposed definitive documentation
to be entered into in connection  therewith,  and providing each Buyer an option
during the fifteen (15) day period following delivery of such notice to purchase
its pro rata share (based on the ratio that the  aggregate  principal  amount of
Debentures  purchased by it hereunder bears to the aggregate principal amount of
Debentures  purchased  hereunder) of the securities  being offered in the Future
Offering  on the  same  terms  as  contemplated  by such  Future  Offering  (the
limitations  referred  to in  this  sentence  and  the  preceding  sentence  are
collectively referred to as the "CAPITAL RAISING LIMITATIONS"). In the event the
terms and  conditions of a proposed  Future  Offering are amended in any respect

                                      -14-
<PAGE>

after  delivery  of the  notice to the Buyers  concerning  the  proposed  Future
Offering,  the Company shall deliver a new notice to each Buyer  describing  the
amended  terms and  conditions  of the proposed  Future  Offering and each Buyer
thereafter  shall have an option  during the fifteen  (15) day period  following
delivery  of such new notice to  purchase  its pro rata share of the  securities
being  offered  on the  same  terms  as  contemplated  by such  proposed  Future
Offering,   as  amended.  The  foregoing  sentence  shall  apply  to  successive
amendments to the terms and  conditions  of any proposed  Future  Offering.  The
Capital Raising  Limitations  shall not apply to any  transaction  involving (i)
issuances  of  securities  in a firm  commitment  underwritten  public  offering
(excluding  a  continuous  offering  pursuant to Rule 415 under the 1933 Act) or
(ii) issuances of securities as  consideration  for a merger,  consolidation  or
purchase of assets,  or in connection  with any strategic  partnership  or joint
venture (the primary  purpose of which is not to raise  equity  capital),  or in
connection with the disposition or acquisition of a business, product or license
by the  Company.  The Capital  Raising  Limitations  also shall not apply to the
issuance of securities  upon  exercise or  conversion of the Company's  options,
warrants or other convertible securities outstanding as of the date hereof or to
the grant of  additional  options or  warrants,  or the  issuance of  additional
securities,  under any Company stock option or restricted stock plan approved by
the  stockholders  of the  Company.  In the event that the  Company  completes a
Future Offering on terms more favorable to another investor than the transaction
contemplated  hereby,  the  terms of the  Debentures  and the  Warrants  will be
amended to reflect such more favorable terms.

                  F.  EXPENSES.  At the  Closing,  the Company  shall  reimburse
Buyers  for  expenses  incurred  by them in  connection  with  the  negotiation,
preparation, execution, delivery and performance of this Agreement and the other
agreements  to be  executed in  connection  herewith  ("DOCUMENTS"),  including,
without  limitation,  attorneys' and  consultants'  fees and expenses,  transfer
agent fees, fees for stock quotation  services,  fees relating to any amendments
or  modifications  of the  Documents or any consents or waivers of provisions in
the Documents, fees for the preparation of opinions of counsel, escrow fees, and
costs of  restructuring  the  transactions  contemplated by the Documents.  When
possible,  the Company must pay these fees directly,  otherwise the Company must
make immediate payment for reimbursement to the Buyers for all fees and expenses
immediately  upon written notice by the Buyer or the submission of an invoice by
the Buyer.  If the Company  fails to reimburse the Buyer in full within five (5)
business days of the written  notice or submission of invoice by the Buyer,  the
Company  shall pay  interest on the total amount of fees to be  reimbursed  at a
rate of 15% per annum.

                  G.  FINANCIAL  INFORMATION.  The  Company  agrees  to send the
following  reports to each Buyer until such Buyer transfers,  assigns,  or sells
all of the Securities: (i) within ten (10) days after the filing with the SEC, a
copy of its Annual Report on Form 10-KSB,  its Quarterly  Reports on Form 10-QSB
and any  Current  Reports on Form 8-K;  (ii)  within one (1) day after  release,
copies of all press releases  issued by the Company or any of its  Subsidiaries;
and  (iii)  contemporaneously  with  the  making  available  or  giving  to  the
stockholders  of the  Company,  copies of any notices or other  information  the
Company makes available or gives to such stockholders.

                  H.  AUTHORIZATION AND RESERVATION OF SHARES. The Company shall
at all times have  authorized,  and  reserved  for the  purpose of  issuance,  a
sufficient  number of shares of Common Stock to provide for the full  conversion
or exercise of the  outstanding  Debentures  and  Warrants  and  issuance of the

                                      -15-
<PAGE>

Conversion  Shares and  Warrant  Shares in  connection  therewith  (based on the
Conversion  Price of the  Debentures or Exercise Price of the Warrants in effect
from time to time) and as  otherwise  required  by the  Debentures.  The Company
shall not reduce the number of shares of Common Stock reserved for issuance upon
conversion  of  Debentures  and exercise of the Warrants  without the consent of
each Buyer.  The  Company  shall at all times  maintain  the number of shares of
Common Stock so reserved for issuance at an amount ("RESERVED  AMOUNT") equal to
no less than two (2) times the number that is then  actually  issuable upon full
conversion of the Debentures and Additional  Debentures and upon exercise of the
Warrants  and the  Additional  Warrants  (based on the  Conversion  Price of the
Debentures  or the Exercise  Price of the Warrants in effect from time to time).
If at any time the number of shares of Common Stock  authorized and reserved for
issuance  ("AUTHORIZED AND RESERVED  SHARES") is below the Reserved Amount,  the
Company will  promptly  take all  corporate  action  necessary to authorize  and
reserve a sufficient number of shares, including, without limitation,  calling a
special  meeting of  stockholders  to  authorize  additional  shares to meet the
Company's  obligations  under this Section 4(h), in the case of an  insufficient
number of authorized shares,  obtain stockholder approval of an increase in such
authorized number of shares,  and voting the management shares of the Company in
favor of an increase in the authorized  shares of the Company to ensure that the
number of authorized  shares is sufficient to meet the Reserved  Amount.  If the
Company  fails to obtain  such  stockholder  approval  within  thirty  (30) days
following the date on which the Reserved Amount exceeds the number of Authorized
and  Reserved  Shares,  the  Company  shall  pay to the  Borrower  the  Standard
Liquidated Damages Amount, in cash or in shares of Common Stock at the option of
the Buyer. If the Buyer elects to be paid the Standard Liquidated Damages Amount
in shares of Common Stock,  such shares shall be issued at the Conversion  Price
at the time of payment.  In order to ensure that the  Company has  authorized  a
sufficient  amount of  shares to meet the  Reserved  Amount  at all  times,  the
Company must deliver to the Buyer at the end of every month a list detailing (1)
the current  amount of shares  authorized  by the Company and  reserved  for the
Buyer;  and (2) amount of shares  issuable upon conversion of the Debentures and
upon  exercise  of the  Warrants  and as  payment  of  interest  accrued  on the
Debentures  for one year.  If the Company fails to provide such list within five
(5) business  days of the end of each month,  the Company shall pay the Standard
Liquidated Damages Amount, in cash or in shares of Common Stock at the option of
the  Buyer,  until the list is  delivered.  If the  Buyer  elects to be paid the
Standard  Liquidated Damages Amount in shares of Common Stock, such shares shall
be issued at the Conversion Price at the time of payment.

                  I.  LISTING.  The Company shall  promptly  secure any required
listing  of  the  Conversion  Shares  and  Warrant  Shares  upon  each  national
securities  exchange or automated quotation system, if any, upon which shares of
Common Stock are then listed  (subject to official  notice of issuance)  and, so
long as any Buyer owns any of the  Securities,  shall  maintain,  so long as any
other shares of Common Stock shall be so listed,  such listing of all Conversion
Shares and Warrant  Shares from time to time  issuable  upon  conversion  of the
Debentures or exercise of the Warrants.  The Company will obtain and, so long as
any Buyer owns any of the  Securities,  maintain  the listing and trading of its
Common Stock on the OTCBB,  the Nasdaq  National Market  ("NASDAQ"),  the Nasdaq
SmallCap Market ("NASDAQ  SMALLCAP"),  the New York Stock Exchange ("NYSE"),  or
the American  Stock  Exchange  ("AMEX") and will comply in all respects with the
Company's  reporting,  filing and other obligations under the bylaws or rules of
the National  Association of Securities Dealers ("NASD") and such exchanges,  as
applicable.  The  Company  shall  promptly  provide to each Buyer  copies of any

                                      -16-
<PAGE>

notices it receives from the OTCBB and any other exchanges or quotation  systems
on which the Common Stock is then listed regarding the continued  eligibility of
the Common Stock for listing on such exchanges and quotation systems.

                  J. CORPORATE  EXISTENCE.  So long as a Buyer beneficially owns
any Debentures or Warrants,  the Company shall maintain its corporate  existence
and shall not sell all or substantially all of the Company's  assets,  except in
the event of a merger or consolidation  or sale of all or  substantially  all of
the  Company's  assets,   where  the  surviving  or  successor  entity  in  such
transaction  (i)  assumes  the  Company's  obligations  hereunder  and under the
agreements  and  instruments  entered into in connection  herewith and (ii) is a
publicly  traded  corporation  whose  Common  Stock is listed for trading on the
OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

                  K. NO  INTEGRATION.  The Company  shall not make any offers or
sales of any security (other than the Securities) under circumstances that would
require registration of the Securities being offered or sold hereunder under the
1933 Act or cause the offering of the Securities to be integrated with any other
offering  of  securities  by the  Company  for the  purpose  of any  stockholder
approval provision applicable to the Company or its securities.

                  L. BREACH OF  COVENANTS.  If the Company  breaches  any of the
covenants  set forth in this  Section 4, and in addition  to any other  remedies
available to the Buyers pursuant to this Agreement, the Company shall pay to the
Buyers the Standard  Liquidated  Damages Amount,  in cash or in shares of Common
Stock at the option of the  Buyer,  until  such  breach is cured.  If the Buyers
elect to be paid the Standard  Liquidated Damages Amount in shares,  such shares
shall be issued at the Conversion Price at the time of payment.

            5. TRANSFER AGENT INSTRUCTIONS.  The Company shall issue irrevocable
instructions to its transfer agent to issue certificates, registered in the name
of each Buyer or its nominee,  for the  Conversion  Shares and Warrant Shares in
such  amounts as  specified  from time to time by each Buyer to the Company upon
conversion of the Debentures or exercise of the Warrants in accordance  with the
terms  thereof  (the  "IRREVOCABLE  TRANSFER  AGENT  INSTRUCTIONS").   Prior  to
registration  of the Conversion  Shares and Warrant Shares under the 1933 Act or
the date on which the Conversion  Shares and Warrant Shares may be sold pursuant
to Rule 144  without  any  restriction  as to the number of  Securities  as of a
particular date that can then be immediately sold, all such  certificates  shall
bear the restrictive  legend  specified in Section 2(g) of this  Agreement.  The
Company warrants that no instruction  other than the Irrevocable  Transfer Agent
Instructions  referred to in this Section 5, and stop transfer  instructions  to
give  effect to Section  2(f) hereof (in the case of the  Conversion  Shares and
Warrant  Shares,  prior to  registration  of the  Conversion  Shares and Warrant
Shares under the 1933 Act or the date on which the Conversion Shares and Warrant
Shares may be sold pursuant to Rule 144 without any restriction as to the number
of Securities as of a particular date that can then be immediately  sold),  will
be given by the  Company to its  transfer  agent and that the  Securities  shall
otherwise be freely  transferable on the books and records of the Company as and
to the extent provided in this Agreement and the Registration  Rights Agreement.
Nothing in this  Section  shall  affect in any way the Buyer's  obligations  and
agreement  set  forth in  Section  2(g)  hereof to  comply  with all  applicable
prospectus delivery requirements,  if any, upon re-sale of the Securities.  If a

                                      -17-
<PAGE>

Buyer provides the Company with (i) an opinion of counsel in form, substance and
scope  customary for opinions in comparable  transactions,  to the effect that a
public sale or  transfer of such  Securities  may be made  without  registration
under  the 1933 Act and such  sale or  transfer  is  effected  or (ii) the Buyer
provides reasonable  assurances that the Securities can be sold pursuant to Rule
144, the Company shall permit the transfer,  and, in the case of the  Conversion
Shares and Warrant Shares,  promptly instruct its transfer agent to issue one or
more  certificates,  free  from  restrictive  legend,  in such  name and in such
denominations as specified by such Buyer. The Company acknowledges that a breach
by it of its obligations hereunder will cause irreparable harm to the Buyers, by
vitiating  the  intent  and  purpose of the  transactions  contemplated  hereby.
Accordingly, the Company acknowledges that the remedy at law for a breach of its
obligations under this Section 5 may be inadequate and agrees, in the event of a
breach or  threatened  breach by the Company of the  provisions of this Section,
that the Buyers shall be entitled,  in addition to all other available remedies,
to an  injunction  restraining  any breach  and  requiring  immediate  transfer,
without the  necessity  of showing  economic  loss and without any bond or other
security being required.

            6. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL. The obligation of
the Company  hereunder to issue and sell the  Debentures and Warrants to a Buyer
at the Closing is subject to the satisfaction,  at or before the Closing Date of
each of the following conditions thereto, provided that these conditions are for
the  Company's  sole benefit and may be waived by the Company at any time in its
sole discretion:

                  A. The applicable Buyer shall have executed this Agreement and
the Registration Rights Agreement, and delivered the same to the Company.

                  B. The  applicable  Buyer shall have  delivered  the  Purchase
Price in accordance with Section 1(b) above.

                  C. The  representations and warranties of the applicable Buyer
shall be true and correct in all material  respects as of the date when made and
as of the Closing Date as though made at that time  (except for  representations
and warranties that speak as of a specific date), and the applicable Buyer shall
have  performed,  satisfied  and  complied  in all  material  respects  with the
covenants, agreements and conditions required by this Agreement to be performed,
satisfied or complied  with by the  applicable  Buyer at or prior to the Closing
Date.

                  D. No litigation, statute, rule, regulation,  executive order,
decree,  ruling or injunction shall have been enacted,  entered,  promulgated or
endorsed by or in any court or governmental  authority of competent jurisdiction
or  any   self-regulatory   organization   having  authority  over  the  matters
contemplated  hereby which prohibits the consummation of any of the transactions
contemplated by this Agreement.

            7. CONDITIONS TO EACH BUYER'S OBLIGATION TO PURCHASE. The obligation
of each Buyer  hereunder to purchase the  Debentures and Warrants at the Closing
is subject to the  satisfaction,  at or before the  Closing  Date of each of the
following  conditions,  provided that these conditions are for such Buyer's sole
benefit and may be waived by such Buyer at any time in its sole discretion:

                                      -18-
<PAGE>

                  A. The Company  shall have  executed  this  Agreement  and the
Registration Rights Agreement, and delivered the same to the Buyer.

                  B.  The  Company  shall  have  delivered  to such  Buyer  duly
executed  Debentures  (in such  denominations  as the Buyer shall  request)  and
Warrants in accordance with Section 1(b) above.

                  C. The Irrevocable Transfer Agent Instructions shall have been
delivered to and acknowledged in writing by the Company's Transfer Agent.

                  D. The  representations and warranties of the Company shall be
true and correct in all material respects as of the date when made and as of the
Closing  Date as  though  made at such  time  (except  for  representations  and
warranties  that  speak  as of a  specific  date)  and the  Company  shall  have
performed,  satisfied and complied in all material  respects with the covenants,
agreements and conditions required by this Agreement to be performed,  satisfied
or complied with by the Company at or prior to the Closing Date. The Buyer shall
have received a certificate  or  certificates,  executed by the chief  executive
officer of the Company,  dated as of the Closing Date,  to the foregoing  effect
and as to such  other  matters  as may be  reasonably  requested  by such  Buyer
including,  but not  limited  to  certificates  with  respect  to the  Company's
Certificate  of  Incorporation,  By-laws  and  Board of  Directors'  resolutions
relating to the transactions contemplated hereby.

                  E. No litigation, statute, rule, regulation,  executive order,
decree,  ruling or injunction shall have been enacted,  entered,  promulgated or
endorsed by or in any court or governmental  authority of competent jurisdiction
or  any   self-regulatory   organization   having  authority  over  the  matters
contemplated  hereby which prohibits the consummation of any of the transactions
contemplated by this Agreement.

                  F. No event  shall have  occurred  which could  reasonably  be
expected to have a Material Adverse Effect on the Company.

                  G. The Buyer shall have  received an opinion of the  Company's
counsel,  dated as of the Closing Date, in form, scope and substance  reasonably
satisfactory  to the Buyer and in  substantially  the same form as  EXHIBIT  "D"
attached hereto.

                  H. The Buyer  shall have  received  an  officer's  certificate
described in Section 3(c) above, dated as of the Closing Date.

                  I.  The  Company  shall  have  entered  into the  Equity  Line
Transaction (as defined in the Registration Rights Agreement).

            8. GOVERNING LAW; MISCELLANEOUS.

                  A. GOVERNING LAW. THIS AGREEMENT  SHALL BE ENFORCED,  GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE
TO  AGREEMENTS  MADE AND TO BE  PERFORMED  ENTIRELY  WITHIN SUCH STATE,  WITHOUT
REGARD TO THE  PRINCIPLES OF CONFLICT OF LAWS.  THE PARTIES HERETO HEREBY SUBMIT
TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN NEW

                                      -19-
<PAGE>

YORK,  NEW YORK WITH RESPECT TO ANY DISPUTE  ARISING UNDER THIS  AGREEMENT,  THE
AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS  CONTEMPLATED
HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT
FORUM TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING.  BOTH PARTIES FURTHER AGREE
THAT  SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED
IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR
PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY'S RIGHT TO SERVE PROCESS IN
ANY  OTHER  MANNER   PERMITTED  BY  LAW.   BOTH  PARTIES   AGREE  THAT  A  FINAL
NON-APPEALABLE  JUDGMENT IN ANY SUCH SUIT OR PROCEEDING  SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN OTHER  JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER
LAWFUL  MANNER.  THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE  ARISING  UNDER
THIS  AGREEMENT  SHALL  BE  RESPONSIBLE  FOR ALL FEES  AND  EXPENSES,  INCLUDING
ATTORNEYS'  FEES,  INCURRED  BY THE  PREVAILING  PARTY IN  CONNECTION  WITH SUCH
DISPUTE.

                  B. COUNTERPARTS;  SIGNATURES BY FACSIMILE.  This Agreement may
be  executed  in one or more  counterparts,  each of which  shall be  deemed  an
original but all of which shall  constitute one and the same agreement and shall
become effective when  counterparts have been signed by each party and delivered
to the other party.  This Agreement,  once executed by a party, may be delivered
to the other party hereto by facsimile  transmission of a copy of this Agreement
bearing the signature of the party so delivering this Agreement.

                  C.   HEADINGS.   The  headings  of  this   Agreement  are  for
convenience  of  reference  only and  shall  not form  part of,  or  affect  the
interpretation of, this Agreement.

                  D.  SEVERABILITY.  In the  event  that any  provision  of this
Agreement is invalid or  unenforceable  under any applicable  statute or rule of
law, then such provision  shall be deemed  inoperative to the extent that it may
conflict  therewith and shall be deemed modified to conform with such statute or
rule of law. Any provision hereof which may prove invalid or unenforceable under
any law shall not affect the validity or  enforceability  of any other provision
hereof.

                  E.  ENTIRE  AGREEMENT;  AMENDMENTS.  This  Agreement  and  the
instruments  referenced  herein contain the entire  understanding of the parties
with  respect  to  the  matters  covered  herein  and  therein  and,  except  as
specifically  set forth  herein or  therein,  neither  the Company nor the Buyer
makes any representation, warranty, covenant or undertaking with respect to such
matters.  No provision of this  Agreement may be waived or amended other than by
an instrument in writing signed by the party to be charged with enforcement.

                  F.  NOTICES.  Any notices  required or  permitted  to be given
under the terms of this Agreement  shall be sent by certified or registered mail
(return receipt  requested) or delivered  personally or by courier  (including a
recognized  overnight  delivery  service) or by facsimile and shall be effective
five days after being  placed in the mail,  if mailed by regular  United  States
mail,  or upon  receipt,  if  delivered  personally  or by courier  (including a
recognized  overnight delivery service) or by facsimile,  in each case addressed
to a party. The addresses for such communications shall be:

                                      -20-
<PAGE>

                  If to the Company:

                        Central Wireless, Inc.
                        4333 S. Tamiami Trail, Suite E
                        Sarasota, Florida  34231
                        Attention:  Kenneth W. Brand
                        Facsimile:  941-929-1476

                  With copies to:

                        Kirkpatrick & Lockhart LLP
                        Miami Center, 20th Floor
                        201 South Biscayne Boulevard
                        Miami, Florida  33131-2399
                        Attention: Clayton E. Parker, Esq.
                        Facsimile: 305-358-7095

If to a Buyer: To the address set forth  immediately  below such Buyer's name on
the signature pages hereto.

                  With copy to:

                        Ballard Spahr Andrews & Ingersoll, LLP
                        1735 Market Street, 51st Floor
                        Philadelphia, Pennsylvania  19103
                        Attention: Gerald J. Guarcini, Esq.
                        Telephone: 215-864-8625
                        Facsimile: 215-864-8999
                        Email: guarcini@ballardspahr.com

Each party shall provide notice to the other party of any change in address.

                  G.  SUCCESSORS AND ASSIGNS.  This  Agreement  shall be binding
upon and inure to the benefit of the parties and their  successors  and assigns.
Neither the Company nor any Buyer shall  assign this  Agreement or any rights or
obligations   hereunder   without  the  prior  written  consent  of  the  other.
Notwithstanding the foregoing, subject to Section 2(f), any Buyer may assign its
rights  hereunder  to  any  person  that  purchases   Securities  in  a  private
transaction from a Buyer or to any of its  "affiliates," as that term is defined
under the 1934 Act, without the consent of the Company.

                  H. THIRD PARTY  BENEFICIARIES.  This Agreement is intended for
the benefit of the parties hereto and their respective  permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.

                                      -21-
<PAGE>

                  I. SURVIVAL. The representations and warranties of the Company
and the  agreements  and  covenants  set forth in  Sections  3, 4, 5 and 8 shall
survive the closing hereunder  notwithstanding  any due diligence  investigation
conducted by or on behalf of the Buyers.  Each party hereto  agrees to indemnify
and hold  harmless  each of the other  parties  hereto  and all their  officers,
directors,  employees  and agents  for loss or damage  arising as a result of or
related  to  any  breach  or  alleged  breach  by  such  party  of  any  of  its
representations,  warranties  and  covenants  set forth in  Sections  2, 3 and 4
hereof or any of its  covenants  and  obligations  under this  Agreement  or the
Registration  Rights  Agreement,  including  advancement of expenses as they are
incurred.

                  J.  PUBLICITY.  The Company and each of the Buyers  shall have
the right to review a  reasonable  period of time  before  issuance of any press
releases,  SEC,  OTCBB or NASD  filings,  or any other  public  statements  with
respect to the transactions  contemplated hereby;  provided,  however,  that the
Company shall be entitled,  without the prior approval of each of the Buyers, to
make any press release or SEC,  OTCBB (or other  applicable  trading  market) or
NASD filings with respect to such  transactions as is required by applicable law
and  regulations  (although each of the Buyers shall be consulted by the Company
in  connection  with any such press  release  prior to its  release and shall be
provided with a copy thereof and be given an opportunity to comment thereon).

                  K. FURTHER  ASSURANCES.  Each party shall do and  perform,  or
cause to be done and  performed,  all such  further  acts and things,  and shall
execute and deliver all such other  agreements,  certificates,  instruments  and
documents,  as the other party may reasonably  request in order to carry out the
intent and accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.

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

                  M. REMEDIES.  The Company  acknowledges that a breach by it of
its obligations hereunder will cause irreparable harm to the Buyers by vitiating
the intent and purpose of the transaction contemplated hereby. Accordingly,  the
Company  acknowledges  that the  remedy at law for a breach  of its  obligations
under this Agreement will be inadequate and agrees,  in the event of a breach or
threatened  breach by the Company of the provisions of this Agreement,  that the
Buyers shall be entitled,  in addition to all other available remedies at law or
in equity, and in addition to the penalties  assessable herein, to an injunction
or  injunctions  restraining,  preventing or curing any breach of this Agreement
and to  enforce  specifically  the  terms and  provisions  hereof,  without  the
necessity of showing  economic loss and without any bond or other security being
required.





                 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      -22-
<PAGE>

      IN WITNESS  WHEREOF,  the  undersigned  Buyers and the Company have caused
this Agreement to be duly executed as of the date first above written.



CENTRAL WIRELESS, INC.



      /s/ Kenneth W. Brand
------------------------------------------------------
Kenneth W. Brand
Chief Executive Officer


AJW OFFSHORE, LTD.
By:  First Street Manager II, LLC


      /s/Corey S. Ribotsky
------------------------------------------------------
Corey S. Ribotsky
Manager


RESIDENCE:  New York

ADDRESS:    1044 Northern Boulevard
            Suite 302
            Roslyn, New York  11576
            Facsimile:  (516) 739-7115
            Telephone:  (516) 739-7110

AGGREGATE SUBSCRIPTION AMOUNT:

      Aggregate Principal Amount of Debentures:                   $125,000
      Number of Warrants:                                          375,000
      Aggregate Purchase Price:                                   $125,000

                                      -23-
<PAGE>

AJW QUALIFIED PARTNERS, LLC
By: AJW Manager, LLC



      /s/ Corey S. Ribotsky
------------------------------------------------------
Corey S. Ribotsky
Manager


RESIDENCE:  New York

ADDRESS:    1044 Northern Boulevard
            Suite 302
            Roslyn, New York  11576
Facsimile:  (516) 739-7115
Telephone:  (516) 739-7110


AGGREGATE SUBSCRIPTION AMOUNT:

      Aggregate Principal Amount of Debentures:                   $125,000
      Number of Warrants:                                          375,000
      Aggregate Purchase Price:                                   $125,000

                                      -24-