Exhibit 4a
                          SECURITIES PURCHASE AGREEMENT

         This  Securities  Purchase  Agreement  (the  "AGREEMENT"),  dated as of
______________,  1997,  is entered  into by and between  the  parties  listed on
Schedule  I  hereto   (individually,   a  "PURCHASER"  and   collectively,   the
"PURCHASERS") and DYNAGEN, INC., a Delaware corporation (the "COMPANY").

         The parties hereto agree as follows:

         1. PURCHASE AND SALE OF PREFERRED  SHARES AND WARRANTS.  Upon the basis
of the representations  and warranties,  and subject to the terms and conditions
set forth in this  Agreement,  the Company  covenants and agrees to sell to each
Purchaser on the Closing Date (as hereinafter  defined) (i) the number of shares
(the "PREFERRED SHARES") of its Series A Preferred Stock (the "PREFERRED STOCK")
set forth opposite the name of such  Purchaser  under the heading "The Number of
Preferred  Shares to be  Purchased,"  each such Preferred  Share  convertible in
accordance  with the  terms  and  conditions  of the  Company's  Certificate  of
Designation  for the  Preferred  Stock  filed  with  the  Secretary  of State of
Delaware on June 16, 1997,  attached  hereto as EXHIBIT A (the  "CERTIFICATE  OF
DESIGNATION"),  on the dates set forth in the  Certificate of  Designation  (any
such date of  conversion,  the  "CONVERSION  DATE") into shares of the Company's
Common Stock (the "CONVERSION  SHARES") and (ii) a warrant in substantially  the
form of EXHIBIT B hereto (the "WARRANT") to purchase the number of shares of the
Company's  Common Stock (the  "WARRANT  SHARES") set forth  opposite the name of
such  Purchaser  under the heading  "Number of Warrant  Shares."  The  Preferred
Shares (together with the Warrant Shares, the "SHARES"),  and the Warrants shall
be purchased at the aggregate  purchase price (the  "PURCHASE  PRICE") set forth
opposite  the name of such  Purchaser  under  the  heading  "Aggregate  Purchase
Price." The Preferred Shares and Warrants are sometimes hereinafter collectively
referred to as the "SECURITIES."

         2.  CLOSING.  The  closing of the  purchase  and sale of the  Preferred
Shares and the  Warrants  pursuant  to Section 1 hereof  shall take place at the
offices of Morse,  Zelnick, Rose & Lander LLP, located at 450 Park Avenue, Suite
902, New York, New York 10022 on such date as the Purchasers and the Company may
agree  upon,  or at such other time at which the  Escrow  Agent (as  hereinafter
defined) shall have received all documents and  instructions  as it shall in its
sole judgment deem  necessary and  appropriate  to consummate  the  transactions
contemplated  hereby (such time and date for the closing,  the "CLOSING  DATE").
The certificates  representing the Preferred Shares and the executed Warrants to
be  purchased  by the  Purchasers  shall be  delivered  by, or on behalf of, the
Company  at the  closing  against  payment of the  Purchase  Price  therefor  in
immediately  available funds by, or on behalf of, the Purchasers to the attorney
trust account of Morse, Zelnick, Rose & Lander, LLP, (the "ESCROW AGENT") (Chase
Manhattan Bank, Account No. 967086639, ABA Routing Number 021000021). The Escrow
Agent shall receive from the Purchasers and the Company written  instructions of
the  Purchasers  and the Company in  substantially  the form of EXHIBIT C hereto
instructing  the  Escrow  Agent  with  respect  to the  closing  and  settlement
procedures,  subject,  however, to the terms and conditions of this 











Agreement on the date the  Purchasers  deliver the Purchase  Price to the Escrow
Agent.  Commencing on the fifth  business day after delivery to the Escrow Agent
of the Purchase  Price,  the  Purchasers,  if the purchase and sale  transaction
contemplated  hereby has not been  consummated  in accordance  with the terms of
this Agreement,  may terminate the proposed transaction by notice to the Company
and the Escrow Agent,  whereupon the Escrow Agent shall  promptly  redeliver the
Purchase Price to the Purchasers in accordance with the written  instructions of
the Purchasers.

         3.  REPRESENTATIONS,  WARRANTIES AND COVENANTS OF THE PURCHASERS.  Each
Purchaser  understands,  and  represents  and warrants to, and agrees with,  the
Company, that:

                  (a) The Preferred Shares (including the Conversion Shares) and
the Warrants (including the Warrant Shares) have not been and, unless registered
under  the  Securities  Act of 1933,  as  amended  (the  "SECURITIES  ACT"),  in
accordance with the Registration  Rights Agreement (as defined in Section 6(b)),
will not be  registered  under  the  Securities  Act,  or any  other  applicable
securities  law,  and,  accordingly,  may  not be  offered,  sold,  transferred,
pledged, hypothecated or otherwise disposed of ("TRANSFERRED") unless registered
under  the  Securities   Act  or  Transferred  in  a  transaction   exempt  from
registration  under the Securities Act and any other  applicable  securities law
(in which event, each Purchaser shall be required to provide the Company with an
opinion of counsel that  registration  is not  required,  in form and  substance
reasonably satisfactory to the Company and its counsel).

                  Each Purchaser  acknowledges  and agrees that the certificates
representing  the Preferred  Shares and the Warrants and, prior to the effective
date of the  registration  thereof  under the  Securities  Act  pursuant  to the
Registration  Rights  Agreement,  the Conversion  Shares and the Warrant Shares,
will bear a legend in substantially the following form:

          THE  SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE  HAVE  NOT  BEEN
          REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
          OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
          TRANSFERRED,  IN THE  ABSENCE  OF SUCH  REGISTRATION  OR AN  EXEMPTION
          THEREFROM UNDER SAID ACT AND ANY APPLICABLE  STATE SECURITIES LAWS OR,
          UNLESS, IN THE OPINION OF COUNSEL, IN FORM AND SUBSTANCE  SATISFACTORY
          TO  THE  ISSUER,   SUCH  OFFER,  SALE,  OR  TRANSFER  IS  EXEMPT  FROM
          REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT AND SUCH LAWS.

                  (b) Each  Purchaser  is an  "accredited  investor"  within the
meaning of Rule 501(a)  under the  Securities  Act,  was not  organized  for the
specific  purpose of acquiring the Securities,  and is acquiring or will acquire
the  Securities  for its own  account.  The  Purchaser  has such  knowledge  and
experience  in financial  and business  matters that it is capable of evaluating
the merits and risks of an investment in the Securities.  The Purchaser is aware
that it may be 


                                      -2-







required to bear the economic  risk  (including  the possible loss of the entire
investment) of an investment in the Securities for an indefinite  period, and it
is able to bear such risk for an indefinite period.

                  (c) Each  Purchaser is acquiring or will acquire the Preferred
Shares and the Warrant for its own account for investment  purposes and not with
a view to, or for offer or sale in connection  with, any  distribution  thereof,
except in compliance  with  applicable  securities  laws  (including  exemptions
thereunder)  or  pursuant  to an  effective  registration  statement  under  the
Securities  Act.  Each  Purchaser   agrees  to  Transfer  the  Preferred  Shares
(including the Conversion Shares) and the Warrant (including the Warrant Shares)
only (i) in  accordance  with the terms of this  Agreement  and the Warrant,  as
applicable,  and (ii) pursuant to  registration  under the  Securities Act or an
exemption from  registration  under the Securities Act and any other  applicable
securities law.

                  (d)  The  Company  has  furnished  or made  available  to each
Purchaser  all  material  information  relating to the  business,  finances  and
operations  of the Company and  material  information  relating to the offer and
sale of the  Securities and which have been  requested by each  Purchaser.  Each
Purchaser  and/or its  advisors,  if any, in each case,  have been  afforded the
opportunity  to ask  questions  of the  Company and have  received  satisfactory
answers to any such inquiries. Without limiting the generality of the foregoing,
each Purchaser has had the opportunity to obtain and to review the Company's (1)
Transition Report on Form 10-K for the six-month period ended December 31, 1996,
as amended by Amendment No. 1 to Transition Report on Form 10-K/A, as filed with
the Securities and Exchange  Commission  (the "SEC"),  (2) Quarterly  Reports on
Form 10-Q for the fiscal  quarters  ended March 31, 1997 and June 30, 1997,  (3)
definitive Proxy Statement of the Company dated December 27, 1996 for its Annual
Meeting of Stockholders held on January 30, 1997, (4) Current Report on Form 8-K
filed with the SEC on July 3, 1997,  as  amended by  Amendment  No. 1 to Current
Report on Form 8-K/A filed with the SEC on July 11, 1997 and  Amendment No. 2 to
Current  Report on Form 8-K/A filed with the SEC on August 29, 1997, and (5) the
Company's  Registration  Statement  on Form S-3 filed with the SEC on August 11,
1997, as amended by Amendment No. 1 to Registration  Statement on Form S-3 filed
with the SEC on September 11, 1997  (collectively,  the "SEC DOCUMENTS"),  which
the Company has filed pursuant to the Securities Act or the Securities  Exchange
Act of  1934,  as  amended  (the  "EXCHANGE  ACT").  Each  Purchaser  has had an
opportunity to discuss in depth the Company's business, management and financial
affairs with the Company's management,  and has been provided access to material
contracts  and  other  documents  it has  requested  and  various  informational
brochures regarding the Company.

                  (e)  Each   Purchaser,   in  electing  to  subscribe  for  the
Securities  hereunder,  has relied upon an independent  investigation made by it
and its representative, if any. Each Purchaser has been given no oral or written
representations  or  assurances  from the Company or any  representative  of the
Company other than as set forth in this Agreement or in a document executed by a
duly  authorized   representative  of  the  Company  making  reference  to  this
Agreement.


                                      -3-










                  (f) Each Purchaser has no existing short position with respect
to the Common Stock.

                  (g)  Each  Purchaser   acknowledges   that,   except  for  the
historical  material  contained  herein  or in the SEC  Documents,  the  matters
disclosed  herein and therein are  forward-looking  statements under the federal
securities laws that involve risks and uncertainties, including, but not limited
to, the  Company's  ability  to obtain  future  financing,  the  management  and
integration of acquired  businesses and possible  future  acquisitions,  product
demand and market  acceptance  risks,  the effect of  economic  conditions,  the
impact   of   competitive    products   and   pricing,    product   development,
commercialization   and   technological   difficulties,   capacity   and  supply
constraints or difficulties,  the results of financing efforts, actual purchases
under  agreements,  and other risks  detailed in the  Company's  SEC  Documents.
Actual results could differ  materially  from those  estimated or anticipated in
these forward-looking statements.

                  (h) Each  Purchaser  is a resident of the state or country set
forth under its name on the signature page hereto.

                  (i) The foregoing  representations and warranties are true and
accurate as of the date hereof and unless  otherwise  informed in writing may be
relied upon by the Company as being true and correct as of the Closing  Date and
the date of each Purchaser's  purchase of the Securities  subscribed for herein,
and such representations and warranties shall survive such purchase.

         4.   REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY.   The  Company
represents  and warrants to, and agrees with,  the  Purchasers  that,  except as
disclosed in the Disclosure Schedule attached hereto:

                  (a) The  Company and each of its  subsidiaries  have been duly
incorporated  and are validly  existing as corporations  under the laws of their
respective  states of incorporation  and have the requisite  corporate powers to
own their properties and to carry on their businesses as now being conducted.

                  (b)  This  Agreement,  the  Certificate  of  Designation,  the
Warrants and the Registration Rights Agreement (as defined in Section 6(b)) have
been duly authorized, executed and delivered by the Company and constitute valid
and binding  agreements,  enforceable in accordance with their  respective terms
(except to the extent that enforceability  thereof may be limited by bankruptcy,
insolvency or other similar laws affecting creditors' rights generally), and the
Company has full  corporate  power and  authority  necessary  to enter into such
agreements and to perform its obligations thereunder.

                  (c) No consent, approval, authorization or order of any court,
governmental  agency or body or arbitrator having  jurisdiction over the Company
or any of its  affiliates  or of any third party or of the  stockholders  of the
Company is  required  for  execution  of this  Agreement,  the  Warrants  or the
Registration  Rights Agreement or the performance of its obligations  under such

                                      -4-









agreements,  including,  without  limitation,  the  issuance  and  sale  of  the
Preferred  Shares,  the Conversion  Shares,  the Warrants and the Warrant Shares
(except for the  registration of the Conversion  Shares and Warrant Shares under
the Securities Act pursuant to the Registration Rights Agreement, the listing of
the Conversion  Shares and the Warrant Shares on the NASDAQ  SmallCap Market and
any notices of sale  required to be filed with the SEC pursuant to  Regulation D
promulgated  under the  Securities  Act or any state  securities  law  authority
pursuant to applicable blue sky laws may be filed within the applicable  periods
therefor).

                  (d)  Neither  the sale of the  Preferred  Shares and  Warrants
pursuant to this Agreement,  nor the  performance of its obligations  under this
Agreement,  the  Certificate  of  Designation  (including  the  issuance  of the
Conversion  Shares  thereunder),  the  Warrants  (including  the issuance of the
Warrant Shares  thereunder) or the Registration  Rights Agreement by the Company
will:

                           (i) violate, conflict with, result in a breach of, or
constitute  a default  (or an event which with the giving of notice or the lapse
of time or both would be reasonably  likely to  constitute a default)  under (A)
the  Certificate  of  Incorporation  or By-laws of the Company,  (B) any decree,
judgment,  order, law, treaty, rule,  regulation or determination  applicable to
the Company of any court,  governmental  agency or body,  or  arbitrator  having
jurisdiction  over the Company or over the  properties or assets of the Company,
the  violation,  conflict,  breach or  default  of which  would  have a material
adverse effect on the Company and its  subsidiaries  considered as a whole,  (C)
the terms of any bond, debenture, or any other evidence of indebtedness,  or any
agreement, stock option or other similar plan, indenture,  lease, mortgage, deed
of trust or other  instrument  to which  the  Company  is a party,  by which the
Company is bound,  or to which any of the  properties of the Company is subject,
the  violation,  conflict,  breach or  default  of which  would  have a material
adverse effect on the Company and its subsidiaries considered as a whole, or (D)
the terms of any "lockup" or similar  provision of any  underwriting  or similar
agreement to which the Company is a party; or

                           (ii)  result in the  creation  or  imposition  of any
lien, claim or other encumbrance upon any of the assets of the Company.

                  (e) As of the Closing Date, the Preferred  Shares will be duly
and validly authorized and (i) will be free and clear of any security interests,
liens, claims or other encumbrances, (ii) will be duly and validly issued, (iii)
will be fully  paid  and  nonassessable,  (iv)  will  not be  issued  or sold in
violation  of any  preemptive  or other  similar  rights of the  holders  of any
securities  of the  Company,  and (v) will not subject  the  holders  thereof to
personal liability by reason of being such holders.  The Warrants have been duly
and validly  authorized and when issued and delivered pursuant to this Agreement
will have been duly executed,  issued and delivered and will constitute a legal,
valid,  binding and enforceable  obligation of the Company (except to the extent
that  enforceability  thereof may be limited by bankruptcy,  insolvency or other
similar laws affecting creditors' rights generally).

                                      -5-







                  (f) As of the Closing Date, the Conversion  Shares and Warrant
Shares will be duly and validly  authorized  and when issued in accordance  with
the  terms  of  this  Agreement,  the  Certificate  of  Designation  (as  to the
Conversion  Shares) and the Warrants (as to the Warrant Shares) (i) will be free
and clear of any security interests,  liens, claims or other encumbrances,  (ii)
will be duly and  validly  issued,  (iii) will be fully paid and  nonassessable,
(iv) will not have been issued or sold in violation of any  preemptive  or other
similar rights of the holders of any securities of the Company, and (v) will not
subject the holders thereof to personal liability solely by reason of being such
holders.

                  (g)  Except  as set  forth in the SEC  Documents,  there is no
pending or, to the best  knowledge  of the  Company,  threatened  action,  suit,
proceeding or investigation  before any court,  governmental  agency or body, or
arbitrator  having  jurisdiction  over the Company or any of its affiliates that
would  materially  adversely  affect the results of operations of the Company or
adversely affect the execution by the Company of, or materially adversely affect
the performance by the Company of its  obligations  under,  this Agreement,  the
Certificate of Designation,  the Warrants or the Registration  Rights Agreement,
or the transactions contemplated hereby or thereby.

                  (h) Neither the Company, nor any authorized  representative of
the Company,  has made any written or oral  communication in connection with the
offer or sale of the  securities  offered  hereby  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.

                  (i) None of the Company,  any affiliate of the Company, or any
person  acting on behalf of the Company or any such  affiliate  has engaged,  or
will engage, in any general  solicitation or general advertising with respect to
the Preferred Shares or the Warrants.

                  (j) The Company is duly  organized,  validly  existing  and in
good standing under the laws of the state of Delaware and is duly qualified as a
foreign  corporation  in all  jurisdictions  in which the  failure to so qualify
would have a material adverse effect on the Company and its  subsidiaries  taken
as a whole. The Company has registered its Common Stock pursuant to the Exchange
Act, and the Common Stock is listed and currently  trades on the NASDAQ SmallCap
Market.  The Company is not in violation  of the  applicable  listing  agreement
between the Company and any securities exchange or market on which the Company's
securities are listed. The Company has timely filed all materials required to be
filed pursuant to all reporting  obligations under either Section 13(a) or 15(d)
of the Exchange Act for at least twelve (12) months  immediately  preceding  the
date hereof, and has received no notice, either oral or written, with respect to
the  continued  eligibility  for such  listing.  The Company has timely made all
filings required under the Exchange Act during the twelve month period preceding
the date  hereof and is  eligible  to use Form S-3 to  register  the  Conversion
Shares  and  Warrant  Shares.  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


                                      -6-







been prepared in  accordance  with  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 exclude footnotes or may
be condensed or summary  statements) and fairly present in all material respects
the financial position of the Company as of the dates thereof and the results of
its operations and cash flows for the periods then ended  (subject,  in the case
of unaudited  statements,  to normal year-end audit  adjustments).  Prior to the
date hereof, the Company has corrected all statements in the SEC Documents which
have  required  correction  and has filed all  necessary  amendments  to the SEC
Documents, in each case as required by applicable law.

                  (k) As of the date  hereof  and as of the  Closing  Date,  the
authorized  capital stock of the Company  consists of (i)  75,000,000  shares of
Common Stock $.01 par value per share, of which _____________  shares are issued
and outstanding,  and (ii) 10,000,000  shares of preferred stock, $.01 par value
per share,  of which (A) 50,000 shares have been  designated  Series A Preferred
Stock, of which __________  shares are issued and outstanding and ____ have been
converted into Common Stock,  (B) 12,515 shares have been designated as Series B
Preferred Stock, all of which are issued and outstanding,  (C) 7,500 shares have
been designated Series C Preferred Stock, $.01 par value per share, all of which
are issued and outstanding  and (D) 60,000 shares have been designated  Series D
Preferred  Stock,  $.01 par value per  share,  _______  of which are  issued and
outstanding,  and (iii) the  Company  has  reserved  for  issuance  no more than
_____________ shares of Common Stock with respect to the Derivative  Securities.
All  outstanding  shares of Common Stock,  Preferred  Stock,  Series B Preferred
Stock and Series C Preferred  Stock have been validly  issued and are fully paid
and  nonassessable.  No  shares  of  Common  Stock,  Preferred  Stock,  Series B
Preferred Stock or Series C Preferred Stock are subject to preemptive  rights or
any other similar rights or any liens or  encumbrances  suffered or permitted by
the  Company.  Except  as  disclosed  in the SEC  Documents,  (i)  there  are no
outstanding  options,   warrants,  scrip,  rights  to  subscribe  to,  calls  or
commitments  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  (all such  securities  and  rights
contained in this  subsection (i) are  hereinafter  collectively  referred to as
"DERIVATIVE  SECURITIES"),  and (ii) there are no outstanding debt securities of
the Company.  The Company has made  available to the Purchaser  true and correct
copies of the Company's  Certificate of Incorporation,  as amended, as in effect
on the date hereof, and the Company's By-laws.

                  (l) The Company  undertakes  and agrees to make all  necessary
filings in connection with the sale of the securities offered hereby as required
by the  United  States  laws  and the  regulations  or any  domestic  securities
exchange or trading market.

                  (m) Except as set forth in the SEC  Documents,  since December
31,  1996,  there  has  been no  material  adverse  development  in the  assets,
liabilities, business properties,  operations, financial condition or results of
operations  of the Company  and its  subsidiaries  taken as a whole,  other than
continued losses.


                                      -7-








                  (n) None of the  filings  of the  Company  with the SEC  since
December 31, 1996 contained,  at the time they were filed,  any untrue statement
of a material  fact or omitted to state any 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.  The Company has since
December 31, 1996 timely filed all requisite forms, reports and exhibits thereto
with the SEC. As of their respective  dates,  the SEC Documents  complied in all
material  respects with the  requirements  of the Exchange Act and the rules and
regulations of the SEC promulgated  thereunder  applicable to the SEC Documents.
Prior to the date hereof,  the Company has corrected  all  statements in the SEC
Documents which have required correction and has filed all necessary  amendments
to the SEC Documents, in each case as required by applicable law.

                  (o)  Except  as set  forth in the SEC  Documents,  there is no
known  fact to the  Company  or any  subsidiary  (other  than  general  economic
conditions generally known to the public) that has not been disclosed in writing
to the  Purchasers  that (i) could  reasonably  be  expected  to have a material
adverse  effect on the  condition  (financial  or otherwise) or in the earnings,
business affairs, properties or assets of the Company or any subsidiary, or (ii)
could  reasonably be expected to adversely  affect the ability of the Company or
any  subsidiary  to perform  its  obligations  pursuant to this  Agreement,  the
Certificate of Designation, the Registration Rights Agreement or the Warrants.

                  (p) The Company  acknowledges  and agrees that  Purchasers are
acting solely in the capacity of an arm's length  purchaser with respect to this
Agreement  and  the   Registration   Rights   Agreement  and  the   transactions
contemplated  hereby  and  thereby.   The  Company  further   acknowledges  that
Purchasers are not acting as a financial advisor or fiduciary of the Company (or
in any similar  capacity)  with respect to this  Agreement and the  Registration
Rights  Agreement and the transactions  contemplated  hereby and thereby and any
advice  given by the  Purchasers  or any of its  representatives  or  agents  in
connection  with this  Agreement and the  transactions  contemplated  hereby and
thereby is merely incidental to the Purchasers' purchase of the Securities.  The
Company  further  represents to the  Purchasers  that the Company's  decision to
enter into this Agreement and the  Registration  Rights Agreement has been based
solely on the independent evaluation by the Company and its representatives.

                  (q)  Neither  the  Company,  nor any of its  affiliates,  has,
directly or indirectly,  made any offers or sales of any securities or solicited
any  offers  to  buy  any  security,  under  circumstances  that  would  require
registration of the Preferred Shares or the Warrants under the Securities Act.

                  (r) Except as set forth  within this  Agreement  or in the SEC
Documents, the Company and its subsidiaries own, have obtained or possess rights
to use the trademarks,  trade names,  service marks, service mark registrations,
patents, copyrights,  licenses,  approvals,  governmental authorizations,  trade
secrets and other rights necessary to conduct their respective businesses as now
conducted,  the Company does not have any knowledge of any material infringement
by the Company or its subsidiaries of any trademark,  trade name rights,  patent
rights, 

                                      -8-







copyrights,  licenses, service marks, service mark registrations,  trade secrets
or other similar rights of others,  and there is no claim being made against the
Company or its subsidiaries regarding trademark,  trade name, patent, copyright,
license,  service  marks,  service  mark  registrations,  trade  secret or other
infringement  which could have a material  adverse  effect on the  Company.  The
Company and its subsidiaries have taken reasonable  security measures to protect
the secrecy, confidentiality and value of all of their intellectual properties.

                  (s) The Company  understands and  acknowledges the potentially
dilutive effect to the Common Stock of the issuance of the Conversion Shares and
the Warrant Shares.

         5. COVENANTS OF THE COMPANY.  The Company covenants and agrees with the
Purchaser:

                  (a) To  comply  with  all  requirements  of  Section  4(2) and
Section 3(a)(9), as applicable,  and to the extent applicable Regulation D under
the  Securities  Act,  with  respect to the sale of the  Preferred  Shares,  the
Conversion Shares, the Warrants and the Warrant Shares, respectively.

                  (b) To notify the  Purchasers  promptly  if at any time during
the period  beginning  on the date of this  Agreement  and ending on the Closing
Date any event  shall  have  occurred  as a result of which any  written or oral
communication  made by the Company or any  authorized  person  representing  the
Company,  would include an untrue  statement of a material fact or omit to state
any material  fact  necessary in order to make the  statements  therein,  in the
light of the circumstances under which they were made, not misleading.

                  (c) To cause the  Conversion  Shares and Warrant Shares to be,
upon delivery,  fully paid,  nonassessable,  free of preemptive  rights and free
from all taxes, liens, charges, security interests or other encumbrances.

                  (d) To have at all times authorized and reserved for issuance,
free from  preemptive  rights,  a  sufficient  number of shares of Common  Stock
solely for the purpose of satisfying  the  conversion  rights of the  Purchasers
pursuant to the terms and conditions of the  Certificate of Designation  and the
Warrants  and to satisfy the  issuance of any other shares of Common Stock which
are reserved for issuance or which are issuable upon the  exercise,  conversion,
exchange or satisfaction of any outstanding  securities or obligations or rights
of the Company.  The Company shall not issue any shares of Common Stock,  or any
securities convertible into, or warrants,  options and the like exercisable for,
shares of Common Stock,  if as a result  thereof the Company may  reasonably not
have  sufficient  shares of authorized but unissued  Common Stock  sufficient to
satisfy in full the conversion  rights of the  Purchasers  pursuant to the terms
and conditions of the Certificate of Designation and the Warrants.

                  (e) Each party shall use its best efforts to take, or cause to
be taken,  all  action  and to do, or cause to be done,  all  things  necessary,
including without  limitation,  timely to satisfy


                                      -9-






the conditions to be satisfied as provided in Section 6 and 7 of this Agreement,
to consummate the transactions contemplated hereby.

                  (f) Until the  earlier of (i) the date which is one year after
the date as of which the Holders  (as that term is defined in Section  8(b)) may
sell all of the Conversion  Shares without  restriction  pursuant to Rule 144(k)
promulgated under the Securities Act (or successor  thereto) or (ii) the date on
which (a) the  Holders  shall have sold all the  Conversion  Shares and  Warrant
Shares and (b) none of the  Preferred  Shares or Warrants are  outstanding,  the
Company shall file all reports required to be filed with the SEC pursuant to the
Exchange  Act, and the Company shall not  voluntarily  terminate its status as a
Company required to file reports under the Exchange Act even if the Exchange Act
or the rules and regulations thereunder would permit such termination.

                  (g) The  Company  will use the  proceeds  from the sale of the
Securities for working capital and general corporate purposes.

                  (h) The  Company  shall  promptly  secure  the  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 or quoted (subject to official notice of issuance) and shall maintain the
listing of all such  shares from time to time  issuable  under the terms of this
Agreement, the Certificate of Designation and the Registration Rights Agreement.
During  the  period  that the  Company  is  required  to  maintain  effective  a
registration  statement  covering the Conversion Shares and Warrant Shares,  the
Company  shall  maintain  the Common  Stock's  authorization  for listing on the
NASDAQ SmallCap Market and any such other national securities exchange.

         6. CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATIONS. The obligations
of the Purchasers hereunder are subject to the performance by the Company of its
obligations  hereunder  and to the  satisfaction  of  the  following  additional
conditions precedent:

                  (a) The  representations and warranties made by the Company in
this Agreement  shall,  unless waived by the Purchasers,  be true and correct in
all material  respects as of the date hereof and at the Closing  Date,  with the
same  force and effect as if they had been made on and as of the  Closing  Date.
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.

                  (b) The Company and the Purchasers shall have entered into the
Master Registration Rights Agreement (the "REGISTRATION  RIGHTS AGREEMENT"),  in
substantially the form annexed hereto as EXHIBIT D.

                  (c) The Company will provide to the  Purchasers  an opinion or
opinions of counsel in substantially the form annexed hereto as EXHIBIT E.


                                      -10-






                  (d)  The  Company   shall  have  filed  the   Certificate   of
Designation with the Secretary of the State of Delaware.

                  (e) None of the following shall have occurred: (i) any general
suspension  of trading in, or  limitation on prices listed for, the Common Stock
on the NASDAQ,  (ii) a declaration of a banking  moratorium or any suspension of
payments in respect to banks in the United  States,  (iii) a  commencement  of a
war, armed  hostilities or other  international or national calamity directly or
indirectly  involving  the  United  States,  (iv) in the  case of the  foregoing
existing at the date of this  Agreement,  a material  acceleration  or worsening
thereof,  or (v) any  limitation  by the  federal  or state  authorities  on the
extension  of credit by  lending  institutions  that  materially  and  adversely
affects the Purchasers.

                  (f) The  Company  shall have  executed  and  delivered  to the
Escrow  Agent  the  certificates  representing  the  Preferred  Shares  and  the
Warrants.

                  (g) No action, suit,  investigation or proceeding before or by
any governmental  authority shall have been commenced or threatened  against the
Company or any of the officers,  directors or  affiliates of the Company,  which
seeks to restrain,  prevent or challenge the  transactions  contemplated by this
Agreement  or the  Registration  Rights  Agreement  or which  seeks  damages  in
connection with such transactions.

         7. CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS.

                  (a) The  obligations  of the Company  hereunder are subject to
the  performance  by the  Purchasers of their  obligations  hereunder and to the
satisfaction of the condition  precedent that the representations and warranties
made by the Purchasers in this Agreement shall, unless waived by the Company, be
true and  correct  in all  material  respects  as of the date  hereof and at the
Closing Date,  with the same force and effect as if they had been made on and as
of the Closing Date.

                  (b) The Purchasers shall have delivered to the Escrow Agent by
wire transfer the Purchase Price for the Securities.

         8.       TRANSFER OF SECURITIES.

                  (a) Securities  Act Legend.  Each  certificate  evidencing the
Preferred  Shares and the  Warrants,  and,  prior to the  effective  date of the
registration  thereof  pursuant  to  the  Registration  Rights  Agreement,   the
Conversion  Shares and the  Warrant  Shares,  and any  certificates  issued upon
transfer or exchange of the  foregoing,  shall be stamped or imprinted  with the
legend  substantially  as set forth in  Section  3(a).  The  legend set forth in
Section 3(a) shall be removed and the Company shall issue a certificate  without
such legend to the holder of the Preferred Shares,  the Conversion  Shares,  the
Warrant  and the Warrant  Shares as  applicable  upon which it is  stamped,  if,
unless  otherwise  required by state  securities  laws,  (a) with respect to the
Conversion  Shares and the Warrant Shares,  the sale of the Conversion Shares or
the Warrant


                                      -11-




Shares,  as the case may be, is registered  under the Securities  Act, or (b) in
connection with a Transfer,  such holder provides the Company with an opinion of
counsel, in form,  substance and scope reasonably  acceptable to the Company, to
the effect that a Transfer  thereof may be made without  registration  under the
Securities  Act,  or (c)  such  holder  provides  the  Company  with  reasonable
assurances that the Preferred Shares, the Conversion Shares, the Warrant and the
Warrant  Shares,  as  applicable,  can be sold  pursuant  to Rule 144  under the
Securities Act (or a successor rule thereto). Notwithstanding the removal of any
such  legend,  each  Purchaser  agrees to Transfer  the  Preferred  Shares,  the
Conversion  Shares,  its  Warrant  and  the  Warrant  Shares,   including  those
represented  by  certificate(s)  from  which the  legend  has been  removed,  in
compliance  with all applicable  securities laws and, if, in connection with any
Transfer,  a legend would be appropriate under applicable  securities laws, each
Purchaser   shall,  in  connection  with  any  such  Transfer  ensure  that  the
certificates representing shares so Transferred shall bear the foregoing legend.

                  (b) Securities Act  Compliance.  Each holder (a "HOLDER") of a
certificate evidencing the Preferred Shares, the Conversion Shares, the Warrants
and the Warrant Shares which bears the  restrictive  legend set forth in Section
8(a) above (the  "RESTRICTED  SECURITIES"),  and who  proposes to  Transfer  any
Restricted  Securities  (other  than  pursuant  to  an  effective   registration
statement  under the Securities Act or pursuant to Rule 144 under the Securities
Act),  shall give written  notice to the Company of such  Holder's  intention to
effect  such   Transfer.   Each  such  notice  shall  describe  the  manner  and
circumstances of the proposed sale or other disposition in sufficient detail and
shall be accompanied by an opinion of legal counsel to the Holder. Promptly upon
receipt of such notice,  the Company shall present a copy thereof (together with
any  accompanying  opinion of legal counsel to the Holder) to its legal counsel,
and the following provisions shall apply:

                           (i) If,  in the  opinion  of  legal  counsel  to such
Holder,  reasonably  satisfactory  in form and  substance to the Company and its
legal  counsel,  or if such  notice was not  accompanied  by an opinion of legal
counsel to the Holder, then, if, in the opinion of legal counsel to the Company,
the proposed sale or other  disposition may be effected without  registering the
Restricted   Securities  involved  under  the  Securities  Act  or  under  state
securities  laws,  such Holder shall be entitled to so Transfer such  Restricted
Securities in accordance with the terms of such notice  delivered to the Company
pursuant to this paragraph (b). The Company will advise the Holder, within three
(3) business days after submission of such notice,  whether the Company believes
such Holder is entitled to so Transfer the  Restricted  Securities in accordance
with the  foregoing.  If the Holder is entitled to so Transfer,  he shall submit
the stock certificate or certificates evidencing the Restricted Securities to be
Transferred  to the  Company in proper  form for  Transfer  and  accompanied  by
appropriate  instruments  of Transfer and the Company shall  promptly  issue new
certificates  giving  effect  to  such  Transfer.  Certificates  for  Restricted
Securities  thus  Transferred  (and  each  of the  certificates  evidencing  any
untransferred  balance of the  Conversion  Shares or the  Warrant  Shares not so
transferred)  shall  bear the  restrictive  legend  set forth in  Section  8(a),
unless,  in the opinion of such Holder's legal  counsel,  which opinion shall be
reasonably  satisfactory  in form and  substance  to counsel for the Company (or
legal  counsel to 


                                      -12-









the Company if the Holder did not present an opinion of its legal counsel), such
legend is not required by the  applicable  provisions of the  Securities  Act or
state securities laws; and

                           (ii) If in the  reasonable  opinion of either of such
legal  counsel (or legal counsel to the Company if the Holder did not present an
opinion of its legal counsel),  the proposed Transfer cannot be effected without
registering the Restricted Securities involved under the Securities Act or state
securities  laws,  such Holder  shall not offer to  Transfer  or  Transfer  such
Restricted  Securities  unless and until such  Restricted  Securities  have been
registered under the Securities Act or state securities laws for such purpose or
an exemption from such registration becomes available.  Upon the consummation of
the transactions  contemplated by this Agreement,  the Company shall have agreed
to register the Conversion  Shares and the Warrant Shares  pursuant to the terms
of the Registration Rights Agreement.

                  (c) Subject to the restrictions set forth in Sections 8(a) and
(b) above,  upon the valid conversion of the Preferred Shares or exercise of the
Warrants,  the Company shall instruct its transfer agent to issue  certificates,
registered  in the name of each  Purchaser  or its nominee,  for the  Conversion
Shares and the Warrant  Shares in such amounts as specified from time to time by
the respective Purchasers to the Company. The Company shall provide instructions
and opinions of counsel to its transfer  agent in  accordance  the  Registration
Rights Agreement and this Section 8. Upon the  effectiveness of the registration
of the  Conversion  Shares and the Warrant Shares  pursuant to the  Registration
Rights  Agreement  and  thereafter,  any  Conversion  Shares or  Warrant  Shares
theretofore  issued bearing a restrictive legend of any kind may be submitted to
the Company for removal of such legend,  and within  three (3) business  days of
receipt thereof the Company shall cause to be issued and delivered to the Holder
submitting the certificates  for such shares new  certificates  representing the
same  number  of shares  that bear no  restrictive  legend  and that are  freely
transferable  on the books and records of the Company  and its  transfer  agent,
subject to such Holder's compliance with applicable  securities laws,  including
but not limited to such Holder's  obligation  pursuant to the  Securities Act to
provide a  prospectus  to buyers of such shares and further  subject to Sections
3(e) and 4(c) of the  Registration  Rights  Agreement.  Nothing in this  Section
shall affect in any way Purchasers' obligations and agreement to comply with all
applicable  securities laws upon resale of the Conversion Shares and the Warrant
Shares.

         9. FEES AND EXPENSES.  Each of the Purchasers and the Company agrees to
pay its  respective  expenses  incident to the  performance  of its  obligations
hereunder,  including,  but not limited to, the fees,  expenses,  due  diligence
costs and disbursements of such party's counsel.

         10. SURVIVAL OF THE  REPRESENTATIONS,  WARRANTIES,  ETC. The respective
agreements,  representations,  warranties, indemnities and other statements made
by or on behalf of the Company and the Purchaser, respectively, pursuant to this
Agreement,  shall  remain  in full  force and  effect  for a period of one year,
regardless of any investigation  made by or on behalf of the other party to this
Agreement or any  officer,  director or employee  of, or person  controlling  or
under common control with,  such party and will survive  delivery of any payment
for the Preferred Shares,  the Conversion  Shares,  the Warrants and the Warrant
Shares.

                                      -13-







         11. NOTICES. All notices,  requests and other communications  hereunder
must be in writing and  delivered to the parties at the  following  addresses or
facsimile numbers:

If to the Purchasers, to:

         The addresses listed on Schedule I attached hereto.

If to the Company, to:

         DynaGen, Inc.
         99 Erie Street
         Cambridge, MA  02139
         Attention:  President

         Telephone:        (617) 491-2527
         Telecopy:         (617) 354-3902

All such  notices,  requests  and  other  communications  will (i) if  delivered
personally  (including,  without  limitation,  by  reputable  overnight  courier
service)  to the  address as  provided  in this  Section,  be deemed  given upon
delivery, (ii) if delivered by facsimile transmission to the facsimile number as
provided in this Section,  be deemed given upon telecopy generated  confirmation
of receipt,  and (iii) if delivered by mail in the manner described above to the
address as provided in this Section,  be deemed given upon receipt (in each case
regardless of whether such notice, request or other communication is received by
any other  Person to whom a copy of such notice is to be  delivered  pursuant to
this  Section).  Any party from time to time may change its  address,  facsimile
number or other  information  for the purpose of notices to that party by giving
notice specifying such change to the other parties hereto.

         12. THIRD PARTY  BENEFICIARY.  Any permitted  transferee of any part of
the  principal  amount of the  Preferred  Shares,  the  Conversion  Shares,  the
Warrants  and the  Warrant  Shares  shall be a third  party  beneficiary  of the
Company's  obligations  under this Agreement,  the Warrants and the Registration
Rights  Agreement.  Such  person  shall  have all the  rights  of a third  party
beneficiary with respect to the enforcement against the Company of any provision
of this Agreement, the Warrants and the Registration Rights Agreement.

         13.      MISCELLANEOUS.

                  (a) This Agreement may be executed in one or more counterparts
and it is not  necessary  that  signatures  of all  parties  appear  on the same
counterpart,  but such  counterparts  together shall  constitute but one and the
same agreement.  This Agreement,  once executed by a party,  may be delivered to
the other party by facsimile  transmission  of a copy of this Agreement  bearing
the signature of the party so delivering this Agreement.

                                      -14-







                  (b)  This  Agreement  shall  inure  to the  benefit  of and be
binding upon the parties  hereto,  their  respective  successors  and  permitted
assigns.

                  (c) This  agreement  shall be governed  by, and  construed  in
accordance  with,  the laws of the State of Delaware  (without  giving effect to
conflicts of laws principles).  Each of the parties consents to the jurisdiction
of the federal courts whose districts encompass any part of the City of New York
or the state  courts of the State of New York sitting in the City of New York in
connection with any dispute  arising under this Agreement and hereby waives,  to
the maximum  extent  permitted by law, any  objection,  including  any objection
based on forum non  conveniens,  to the bringing of any such  proceeding in such
jurisdictions.

                  (d) The  headings of the sections of this  document  have been
inserted for  convenience of reference only and shall not be deemed to be a part
of this Agreement.

                  (e) The provisions of this Agreement are severable, and if any
clause or provision shall be held invalid,  illegal or unenforceable in whole or
in part in any  jurisdiction,  then such  invalidity or  unenforceability  shall
affect in that jurisdiction only such clause or provision,  or part thereof, and
shall  not  in  any  manner  affect  such  clause  or  provision  in  any  other
jurisdiction  or  any  other  clause  or  provision  of  this  Agreement  in any
jurisdiction.

                  (f) This  Agreement,  including  the  schedules  and  exhibits
hereto, constitutes the sole and entire agreement of the parties with respect to
the subject matter hereof.

                  (g) 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 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.

                  (h)  Notwithstanding any of the  representations,  warranties,
acknowledgments  or  agreements  made herein by the Company and  Purchaser,  the
Company and  Purchasers do not thereby or in any manner waive any rights granted
to it or him under U.S. Federal or state securities laws.

                  (i) The  provisions  of this  Agreement,  other than  Sections
5(i), 8, 10 and 12, shall terminate when all Preferred  Shares and Warrants have
been  converted into shares of the Company's  Common Stock that are  unlegended,
unrestricted and are freely transferable on the books and records of the Company
and its transfer  agent,  subject to each Holder's  compliance  with  applicable
securities laws,  including but not limited to such Holder's obligation pursuant
to the  Securities  Act to provide a prospectus  to buyers of such  shares,  and
further subject to Sections 3(e) and 4(c) of the Registration Rights Agreement.

         14. TIME OF ESSENCE. Time shall be of the essence in this Agreement.



                                      -15-







         15.      DELIVERY OF STOCK; DIVIDEND PAYMENTS.

                  (a) The Company  will permit each  Purchaser  to exercise  its
right to convert the Preferred Shares and exercise the Warrants by telecopying a
notice of  conversion in  accordance  with the  Certificate  of  Designation  (a
"NOTICE  OF  CONVERSION")  or  Form  of  Subscription  annexed  to the  Warrant,
respectively,  to the Company and delivering thereafter, as the case may be, (i)
the original  Notice of Conversion and  certificate  representing  the Preferred
Shares being converted, or (ii) (A) Form of Subscription,  (B) cash or certified
or official  bank check  payable to the Company and (C) Warrant  (the  "ORIGINAL
DOCUMENTATION"),  by express courier.  Each date on which a Notice of Conversion
or  Form of  Subscription  is  telecopied  to and  received  by the  Company  in
accordance  with the  provisions  hereof  shall be deemed a  Conversion  Date or
Exercise  Date, as the case may be. The Company will  transmit the  certificates
representing  the Conversion  Shares and the Warrant Shares and the newly issued
Preferred Stock  certificate  representing  the number of Preferred  Shares that
remain unconverted,  or the newly issued Warrant representing the portion of the
Warrant that remains  unexercised,  to such Purchaser via express courier within
three (3) trading days after the date on which the Company receives the Original
Documentation  or  make  such  securities  available  to such  Purchaser  at the
Company's transfer agent within such time period (the "DELIVERY DATE").

         (b) The Company and the  Purchasers  agree that the Company will comply
with its applicable federal or other tax withholding obligations.

         16. LIQUIDATED DAMAGES FOR FAILURE TO DELIVER.  The Company understands
that a delay beyond the deadline  for  delivery,  specified in Section 15, could
result in economic loss to the Purchaser.  As  compensation to the Purchaser for
such loss, the Company agrees to pay late payments to the Purchaser for the late
issuance of shares  issuable at conversion  or exercise in  accordance  with the
following  schedule (where "No.  Business Days Late" is defined as the number of
business  days beyond three  business  days after  receipt by the Company of the
Original Documentation):
                                           Late Payment for Each $5,000 of
           No. Business Days Late       Original Investment Being Converted
           ----------------------       -----------------------------------
                      2                             $     50.00
                      3                             $    100.00
                      4                             $    150.00
                      5                             $    200.00
                      6                             $    250.00
                      7                             $    300.00
                      8                             $    350.00
                      9                             $    400.00
                      9                 $400.00 + $100.00 for each Business
                                               Day Late Beyond 9 Days

         The Company  shall make any  payments  incurred  under this  Section in
immediately   available  funds  upon  demand.   Nothing  herein  shall  limit  a
Purchaser's  right to actual  damages  for the  Company's  failure  to issue and
deliver  the  Conversion  Shares  and  the  Warrant  Shares  to  the 


                                      -16-









Purchaser.  Furthermore,  in addition to any other remedy which may be available
to the  Purchaser,  in the event that the Company fails for any reason to effect
delivery of  Conversion  Shares or Warrant  Shares within five (5) business days
after the date on which the Company has received the Original Documentation, the
Purchaser  will be  entitled  to elect to be deemed to be  treated as not having
exercised the relevant  Notice of Conversion or Notice of Exercise by delivering
a notice to such effect to the Company  whereupon  the Company and the Purchaser
shall each be restored to their respective  positions  immediately prior to such
Notice of Conversion or Notice of Exercise; provided that no such election shall
constitute  waiver  of any right or remedy  Purchaser  may have and the  Company
shall still be  obligated  notwithstanding  any such  election  to make  penalty
payments hereunder and for any actual damages.

         17.  NON-DELIVERY  OF THE SHARES.  If, within ten (10) business days of
the date after receipt by the Company of the Original Documentation, the Company
shall fail to (i) issue the Conversion  Shares or the Warrant  Shares,  and (ii)
deliver to a Purchaser the  Conversion  Shares or the Warrant Shares as required
by the Warrant or Certificate of Designation, as the case may be, for any reason
other than failure by such Purchaser to comply with its  obligations  under this
Agreement, then the Company shall:

                  (a) hold such Purchaser  harmless  against any loss,  claim or
damage  arising from or as a result of such  failure by the Company  (including,
without limitation,  any such loss, claim or damage resulting from an obligation
to resell the Conversion Shares or the Warrant Shares); and

                  (b)  reimburse  the  Purchaser  for  all of its  out-of-pocket
expenses reasonably  incurred,  including fees and disbursements of its counsel,
incurred by the Purchaser in connection with this Agreement and the transactions
contemplated herein;  provided however,  that the Company shall not have further
liability to the Purchaser except as provided for in this Section 17.

         18. ESCROW  AGENT.  The Escrow Agent shall not be liable for any action
taken or  omitted  by it in good  faith  and its  liability  hereunder  shall be
limited to liability for gross negligence or willful misconduct on its part. The
Company and the  Purchasers  agree to save  harmless,  and the Company agrees to
indemnify and defend,  the Escrow Agent for,  from and against their  respective
share of any loss, damage, liability,  judgment, cost and expense whatsoever, by
reason of, or on account of, any  misrepresentation  made to it or its status or
activities  as Escrow Agent under this  Agreement  except for any loss,  damage,
liability,  judgment, cost or expense resulting from gross negligence or willful
misconduct on the part of the Escrow Agent.

                  The Escrow Agent shall not be  responsible  for any failure or
inability of any of the parties to perform or comply with the provisions of this
Agreement, or the agreements delivered in connection herewith.

                  In the performance of its duties  hereunder,  the Escrow Agent
shall be entitled to rely in good faith upon any document  (including  facsimile
transmitted copies of documents),



                                      -17-








instrument  or  signature  believed  by it in good faith to be genuine and to be
signed by any party hereto or an authorized officer or agent thereof,  and shall
not be required to investigate the truth or accuracy of any statement  contained
in any such  document or  instrument.  The Escrow Agent may assume in good faith
that any person  purporting to give any notice in accordance with the provisions
hereof has been duly authorized to do so.

                  Each party  hereto  acknowledges  that (a) the Escrow Agent is
not acting as legal counsel to such party in any manner or respect in connection
with the transactions  contemplated by this Agreement,  and (b) the Escrow Agent
is serving as an accommodation to the parties hereto.
                  It is  understood  and further  agreed  that the Escrow  Agent
shall:

                  (a) be under no duty to enforce  payment  of any  subscription
that is to be paid to and held by it hereunder;

                  (b)  promptly  notify the  Purchasers  and the  Company of any
discrepancy  between  the amounts set forth on any  statement  delivered  by the
Purchasers and/or the Company and the sum or sums delivered to it therewith;

                  (c) be  under  no duty to  accept  funds,  checks,  drafts  or
instruments  for the payment of money from anyone  other than the Company or the
Purchasers,  or to give  any  receipt  therefor  except  to the  Company  or the
Purchasers, with a copy in each case to the Company;

                  (d)  be  protected   in  acting  upon  any  notice,   request,
certificate,  approval,  consent or other paper reasonably  believed by it to be
genuine  and to be signed by the  proper  party or parties  (including,  but not
limited to, copies of documents transmitted by facsimile);

                  (e) be permitted  to consult  with counsel of its choice,  and
shall  not be  liable  for any  action  taken,  suffered,  or  omitted  by it in
accordance with the advice of such counsel;  provided,  however, that nothing in
this  subsection  (e), nor any action taken by the Escrow Agent,  or suffered or
omitted by it in  accordance  with the advice of any counsel,  shall relieve the
Escrow  Agent from  liability  for any claims that are  occasioned  by its gross
negligence or willful misconduct;

                  (f) not be bound by any modification,  amendment, termination,
cancellation,  or  rescission  of this  Agreement,  unless  the same shall be in
writing and signed by it;

                  (g) be entitled to refrain  from taking any action  other than
to keep all property held in escrow if it (i) shall be uncertain  concerning its
duties or rights  hereunder,  or (ii) shall have received claims or demands from
any party, or (iii) shall have received  instructions from the Purchasers and/or
the Company that, in the Escrow Agent's opinion, are in conflict with any of the
provisions of this Agreement, until it shall have received a final judgment by a
court of competent jurisdiction;

                                      -18-







                  (h) have no liability for following the instructions herein or
expressly provided for herein, or the written  instructions given jointly by the
Purchasers and/or the Company; and/or

                  (i) have the right, at any time, to resign hereunder by giving
written notice of its resignation to all other parties hereto at least three (3)
business days prior to the date  specified for such  resignation to take effect,
and upon the effective date of such  resignation all cash and other payments and
all other property then held by the Escrow Agent hereunder shall be delivered by
it to such person as may be designated in writing by the other parties executing
this Agreement,  whereupon the Escrow Agent's obligations  hereunder shall cease
and  terminate.  If no  such  person  has  been  designated  by such  date,  all
obligations  of the  Escrow  Agent  hereunder  shall,  nevertheless,  cease  and
terminate.  The Escrow Agent's sole  responsibility  thereafter shall be to keep
safely  all  property  then  held by it and to  deliver  the  same  to a  person
designated by the other parties  executing this Agreement or in accordance  with
the   directions  of  a  final  order  or  judgment  of  a  court  of  competent
jurisdiction.

                [REMAINDER OF PAGE IS INTENTIONALLY LEFT BLANK.]







                                      -19-






                                  DYNAGEN, INC.

                          SECURITIES PURCHASE AGREEMENT

                           Counterpart Signature Page


         If you are in  agreement  with the  foregoing,  please sign the form of
acceptance on the enclosed  counterpart of this Agreement and return the same to
the Company,  whereupon,  this Agreement shall become a binding  Agreement among
us.

                                  Very truly yours,

                                  DYNAGEN, INC.

                                  By:______________________________________

                                  Title: __________________________________

















                                  DYNAGEN, INC.

                          SECURITIES PURCHASE AGREEMENT

                           Counterpart Signature Page


         If you are in  agreement  with the  foregoing,  please sign the form of
acceptance on the enclosed  counterpart of this Agreement and return the same to
the Company,  whereupon,  this Agreement shall become a binding  Agreement among
us.

                                    Very truly yours,

                                    _______________________________________
                                   (exact name of Purchaser)


                                    By:____________________________________

                                    Print Name: ___________________________

                                    Title:_________________________________


                                    Address: ______________________________

                                    _______________________________________
 
                                    _______________________________________