COMMON STOCK
                               PURCHASE AGREEMENT


         THIS COMMON STOCK PURCHASE AGREEMENT (the "Purchase Agreement"),  dated
as of June 2, 2000,  is made and entered  into by and  between  DBS  Industries,
Inc.,  a  Delaware   corporation   (the  "Company")  and  Courtney  Benham  (the
"Purchaser").

                               W I T N E S S E T H

         WHEREAS,  the  Purchaser  desires to purchase  shares of the  Company's
Common Stock upon the terms and subject to the conditions set forth herein; and

         WHEREAS,  the Company desires to sell shares of its Common Stock to the
Purchaser who is an "accredited investor" as that term is defined in Rule 501(a)
of  Regulation  D,  promulgated  by the United  States  Securities  and Exchange
Commission ("SEC") under the Securities Act of 1933, as amended (the "Securities
Act") upon the terms and subject to the conditions set forth herein.

         NOW, THEREFORE, for and in consideration of the premises and the mutual
representations,  warranties,  covenants,  and  agreements  set  forth  in  this
Purchase Agreement,  and for other good and valuable consideration,  the receipt
and  sufficiency of which are hereby  acknowledged,  the parties hereby agree as
follows:

1.       PURCHASE

         1.1.  Purchase of DBSI Common Stock.  Upon the terms and subject to the
conditions set forth in this Purchase Agreement,  the Purchaser hereby agrees to
purchase  from the Company,  and the Company  hereby agrees to issue and sell to
the Purchaser, 50,000 shares of Common Stock (the "DBSI Common Stock").

         1.2.  Consideration.  In  consideration of the purchase in Section 1.1,
the Purchaser hereby agrees to pay to the Company the amount of $50,000.00.

         1.3.  Closing  Date.  On the date the  consideration,  as set  forth in
Section 1.2, is received by the Company,  by certified  check or wire  transfer,
the Company shall deliver to the Purchaser the DBSI Common Stock  represented by
a share certificate (the "Closing Date").

2.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         The Company hereby represents and warrants to the Purchaser that:

         2.1. Due  Organization;  Good Standing and Corporate Power. The Company
is a corporation duly organized, validly existing and in good standing under the
laws of the  State  of  Delaware  and  has all  requisite  corporate  power  and
authority  to carry on its  business  as now  conducted  and as  proposed  to be

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conducted,  and to  own,  lease  and  operate  any  properties  related  to such
business,  except where the failure to have such power and  authority  would not
individually  or in the  aggregate  have a Material  Adverse  Effect (as defined
below).  The Company is duly qualified or licensed to do business and is in good
standing in the State of California.  For purposes of this Purchase Agreement, a
"Material  Adverse Effect" shall mean an event that could reasonably be expected
to have a material  adverse  effect on the  business of the  Company,  or on its
results of operations,  properties or financial  condition;  including,  but not
limited  to,  any  event  which  reasonably  could be  expected  to  result in a
potential  liability to the Company either  individually  or in the aggregate in
excess of Two Hundred Fifty Thousand Dollars ($250,000).

         2.2. Capitalization and Voting Rights.

                   (i) On the Closing Date, the authorized  capital stock of the
Company will be as set forth on Schedule 2.2 to this Purchase Agreement.  All of
such issued and  outstanding  shares of Common Stock and Preferred Stock will be
validly  issued and fully paid.  The number of shares of Common  Stock  issuable
upon  conversion  of the  Series A  Convertible  Preferred  Stock is  subject to
adjustment  as provided  in the  Certificate  of  Designation  to the  Company's
Certificate  of   Incorporation.   The  rights,   privileges,   preferences  and
restrictions  of the Common  Stock,  Preferred  Stock and  Series A  Convertible
Preferred Stock are as stated in the Company's  Certificate of Incorporation and
Certificate of Designation.

                   (ii) The Company is party to an  agreement  (the "Equity Line
Agreement")  which provides that the Company may issue up to 7,500,000 shares of
its Common Stock from time to time at the Company's discretion and at a discount
to the market  price of the  Company's  Common  Stock (an "Equity  Draw  Down").
Pursuant to the Equity Line Agreement,  the Company will also issue a warrant to
purchase up to 50% of the number of shares of Common Stock issued as part of any
Equity Draw Down.

                   (iii) In addition to shares  reserved in connection  with the
Equity Line Agreement,  additional shares of Common Stock have been reserved for
issuance  sufficient  for the exercise of all currently  issued and  outstanding
options,  warrants and other  rights,  as set forth on Schedule 2.2. All of such
issued and  outstanding  warrants,  options,  and other  rights  will be validly
issued.  Except as set forth  above,  there are no  outstanding  rights,  plans,
options,  warrants,   conversion  rights  or  agreements  for  the  purchase  or
acquisition from the Company of capital stock.

                   (iv) The  Company is not a party or subject to any  agreement
or  understanding  that  affects  or  relates to the voting or giving of written
consents  with  respect to any  security  or the voting by any  director  of the
Company.

                   (v) The shares of Common  Stock  currently  outstanding,  all
outstanding options, warrants, rights (including conversion or preemptive rights
and rights of first refusal) or agreements for the purchase or acquisition  from
the Company of any shares of its capital  stock have been granted in  accordance

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with the registration or qualification  provisions of the Securities Act and any
relevant state securities laws or in reliance upon exemptions therefrom.

                   (vi) To the Company's  knowledge,  no stockholder has entered
into any agreements with respect to the voting of capital shares of the Company.

         2.3. Authorization.

                   (i) All  corporate  action  on the part of the  Company,  its
officers, directors and stockholders necessary for the execution and delivery of
this Purchase  Agreement has been taken, and all corporate actions necessary for
the sale and issuance of the Common Stock and the  performance  of the Company's
obligations  under this Purchase  Agreement  have been or will be taken prior to
closing.

                   (ii) The DBSI Common  Stock when issued and  delivered on the
Closing  Date  for  the  consideration  expressed  and in  compliance  with  the
provisions of this Purchase Agreement, will be duly authorized,  validly issued,
fully  paid  and  nonassessable,  will  be free of any  liens  or  encumbrances;
provided,  however,  that such shares may be subject to restrictions on transfer
under applicable federal and state securities laws as set forth herein.

         2.4. No Conflict; No Consents or Approvals Required. The Company is not
in violation or default of any provision of its Certificate of  Incorporation or
Bylaws or in violation or default under any judgment,  order,  writ or decree or
agreement to which it is a party or by which it is bound, or, to the best of its
knowledge,  of any provision of any federal or state statute, rule or regulation
of any  country  applicable  to the  Company  which  violation  or  default,  or
violations and defaults in the aggregate, would have a Material Adverse Effect.

         2.5.  Disclosure.  The Company has  delivered or made  available to the
Purchaser all reports, schedules, forms, statements and other documents required
to be  filed  by it with  the SEC  (the  "Commission  Filings)  pursuant  to the
reporting  requirements  of the  Securities and Exchange Act of 1934, as amended
(the  "Exchange  Act").  Neither  this  Purchase  Agreement,  the  exhibits  and
schedules hereto,  the Commission  Filings,  nor any other written statements or
certificates  made or  delivered by the Company to the  Purchaser in  connection
herewith  including,  but not limited to, the Company's Form 10-KSB for the year
ended  December 31, 1999,  the Company's  Form 10-QSB for the three months ended
March 31, 2000 and the proxy  statement for the Company's 2000 annual meeting of
stockholders  contains any untrue statement of a material fact or omits to state
a  material  fact  necessary  to make the  statements  herein  and  therein  not
misleading. There is, to the best of the Company's knowledge and belief, no fact
which  materially  and adversely  affects the business,  prospects,  conditions,
affairs, or any of the Company's property or assets which has not been set forth
in this Purchase  Agreement,  the exhibits hereto,  or the disclosure  documents
referenced in this Section 2.7.

         2.6. Binding Effect.  This Purchase  Agreement  constitutes a valid and
binding agreement of the Company,  enforceable in accordance with its respective
terms subject to applicable bankruptcy, insolvency, and other laws affecting the
enforcement of creditors'  rights  generally.  Each of the shares of DBSI Common
Stock, when issued pursuant to this Purchase  Agreement shall constitute a valid
and binding obligation of the Company.

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<PAGE>


         2.7.  Governmental  Regulation.  Except  as  required  pursuant  to the
Securities Act, the Exchange Act, and state  securities laws, the Company is not
subject to any federal or state law or regulation  limiting its ability to issue
the Common Stock.

         2.8. Permits. The Company has all franchises, permits, licenses and any
similar  authority  necessary  for the  conduct  of its  business  as now  being
conducted by it, the lack of which could have a Material Adverse Effect, and the
Company  reasonably  believes it can obtain,  directly or indirectly and without
undue burden or expense, any similar authority,  including,  but not limited to,
the  License,  for the conduct of its business as planned to be  conducted.  The
Company is not in default under any of such franchises,  permits,  licenses,  or
other similar authority where such default, or defaults in the aggregate,  would
have a Material Adverse Effect.

         2.9. Litigation.  There is no action, suit, proceeding or investigation
pending or, to the knowledge of the Company,  currently  threatened  against the
Company  that  questions  the validity of this  Purchase  Agreement or any other
agreement or  instrument  contemplated  hereunder or the right of the Company to
enter into such  agreements,  or to  consummate  the  transactions  contemplated
hereby or thereby,  or that might have a Material Adverse Effect on the Company.
The Company is not a party to or subject to the  provisions of any order,  writ,
injunction,   judgment  or  decree  of  any  court  or   government   agency  or
instrumentality. There is currently no action, suit, proceeding or investigation
by the Company pending or that the Company intends to initiate that would have a
Material Adverse Effect.

         2.10. Absence of Certain Changes or Events. Since December 31, 1999 and
other than as disclosed  herein or in the  Commission  Filings,  the Company has
not, and will not have as of the Closing Date:

                   (i)  suffered any  material  adverse  change in the assets or
liabilities, or in the business or condition,  financial or otherwise, or in the
results of operations,  of the Company, whether as a result of any revocation of
a license or right to do business,  fire, explosion,  accident,  casualty, labor
trouble, flood, drought, riot, storm,  condemnation or other public force or, to
the  knowledge  of the Company,  as a result of any  legislative  or  regulatory
change or other events or circumstances;

                   (ii) experienced any change in the assets or liabilities,  or
in the  business or  condition,  financial  or  otherwise,  or in the results of
operations, of the Company except (i) in the ordinary course of business or (ii)
resulting  from the private  placement of the Company's  securities  for cash/or
services;

                   (iii) suffered any physical damage,  physical  destruction or
physical loss,  whether or not covered by insurance,  in an aggregate  amount in
excess of One Hundred Thousand Dollars ($100,000);

                   (iv)   granted  or  agreed  to  make  any   increase  in  the
compensation  payable or to become  payable by the  Company to its  officers  or
employees, except those occurring in the ordinary course of business or approved
by the Company's Compensation Committee;

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<PAGE>


                   (v)  declared,  set  aside or paid any  dividend  or made any
other  distribution  on or in respect of the shares of the capital  stock of the
Company or declared any direct or indirect redemption,  retirement,  purchase or
other acquisition by the Company of such shares;

                   (vi) made any change in the  accounting  methods or practices
it follows,  whether for general  financial  or tax  purposes,  or any change in
depreciation or amortization policies or rates adopted therein;

                   (vii) sold, leased,  abandoned,  or otherwise disposed of any
real property or any machinery, equipment or other operating property other than
in the ordinary course of business;

                   (viii)  sold,  assigned,  transferred,  licensed or otherwise
disposed of any patent, trademark, trade name, brand name, copyright (or pending
application  for  any  patent,  trademark,  or  copyright),  invention,  work of
authorship, process, know-how, formula or trade-secret or interest thereunder or
other intangible asset except in the ordinary course of business;

                   (ix)  suffered any dispute,  to the knowledge of the Company,
involving any employee that would have a Material Adverse Effect;

                   (x) to the knowledge of the Company, incurred any liabilities
absolute or contingent except for accounts payable or accrued salaries that have
been  incurred in the  ordinary  course of  business  and  consistent  with past
practices;

                   (xi)  permitted  or allowed any of its  material  property or
assets to be subjected to any mortgage,  deed of trust,  pledge,  lien, security
interest,  or other  encumbrance  of any kind,  other  than any  purchase  money
security interests incurred in the ordinary course of business;

                   (xii)  paid,  loaned  or  advanced  any  amount  to, or sold,
transferred or leased any properties or assets to, or entered into any agreement
or arrangement with any of its affiliates,  officers,  directors or shareholders
or any  affiliate or associate of any of the foregoing  except for  transactions
which are normal and customary in employment  agreements  relating to relocation
expenses;

                   (xiii)  agreed to take any action  described  in this Section
2.15 or outside of its ordinary  course of business or which would  constitute a
breach of any of the representations contained in this Purchase Agreement.

3.       REPRESENTATIONS AND WARRANTIES OF PURCHASER

         The Purchaser represents and warrants that:

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<PAGE>


         3.1. Authorization All action on the part of the Purchaser,  and if the
Purchaser is a corporation, its officers, directors and stockholders,  necessary
for the purchase of the DBSI Common Stock pursuant hereto and the performance of
the Purchaser's obligations hereunder has been taken.

         3.2. Purchase Entirely for Own Account This Purchase  Agreement is made
with the  Purchaser  in  reliance  upon such  Purchase's  representation  to the
Company,  which by the  Purchaser's  execution of this  Purchase  Agreement  the
Purchaser  hereby  confirms,  that the DBSI Common  Stock to be purchased by the
Purchaser are being acquired for  investment  purposes for the  Purchaser's  own
account and not with a view to the resale or  distribution  of any part  thereof
except in accordance with applicable federal and state securities laws.

         3.3.   Reliance   Upon   Purchaser's   Representations   The  Purchaser
understands  that the  DBSI  Common  Stock  has not been  registered  under  the
Securities  Act on the  grounds  that  the  transactions  contemplated  by  this
Purchase  Agreement  and the  issuance of the DBSI Common  Stock  hereunder  are
exempt from  registration  under the  Securities  Act  pursuant to  Regulation D
promulgated  thereunder,  and that the Company's  reliance on such  exemption is
predicated on the Purchaser's representations set forth herein.

         3.4. Receipt of Information.  The Purchaser has been furnished with all
materials  relating to the business,  finances and operations of the Company and
materials  relating  to the offer and sale of the DBSI  Common  Stock which have
been requested by the Purchaser. The Purchaser has received all the information,
including,  but not limited to, the Commission Filings,  the Form 10-KSB for the
year ended  December 31, 1999,  the Form 10-QSB for the three months ended March
31,  2000,  the  Company's  proxy  statement  for its  2000  annual  meeting  of
stockholders, its Certificate of Incorporation,  and all amendments thereto, and
its Bylaws, and all amendments  thereto,  as well as all other  information,  it
considers  necessary or  appropriate  for deciding  whether to purchase the DBSI
Common Stock. The Purchaser  further  represents that it has had the opportunity
to ask  questions and receive  answers from the Company  regarding the terms and
conditions  of the offering of the DBSI Common Stock  hereby,  and the business,
properties,  prospects,  and  financial  condition  of the Company and to obtain
additional  information (to the extent the Company possessed such information or
could acquire it without unreasonable effort or expense) necessary to verify the
accuracy of any information furnished to the Purchaser or to which the Purchaser
has access. The foregoing, however, does not limit or modify the representations
and  warranties of the Company in Section 2 hereof or the right of the Purchaser
to rely thereon.

         3.5.  Investment   Experience  The  Purchaser  represents  that  it  is
experienced  in  evaluating  and  investing  in  securities  of companies in the
development stage and acknowledges that it is able to fend for itself,  can bear
the economic risk of the  investment,  and has such  knowledge and experience in
financial and business  matters that it is capable of evaluating  the merits and
risks  of the  investment  in the  DBSI  Common  Stock.  The  Purchaser  further
represents  that it has not been  organized  solely for the purpose of acquiring
the DBSI Common Stock.

         3.6.  Accredited  Investor.  The  Purchaser  represents  that  it is an
"accredited  investor" as that term is defined in SEC Rule 501(a) of  Regulation
D, 17 C.F.R. 230.501(a).

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<PAGE>


         3.7.  Restricted  Securities.  The Purchaser  understands that the DBSI
Common Stock issued, or to be issued, hereunder may not be sold, transferred, or
otherwise  disposed  of  without  registration  under the  Securities  Act or an
exemption  therefrom,  and  that in the  absence  of an  effective  registration
statement  covering  the DBSI  Common  Stock,  or an  available  exemption  from
registration  under the  Securities  Act,  the DBSI  Common  Stock  must be held
indefinitely.  In particular,  the Purchaser is aware that the DBSI Common Stock
may not be sold pursuant to SEC Rule 144, 17 C.F.R. 230.144 ("Rule 144"), unless
all of the conditions of that Rule are met.

         3.8.  Legends.  To the extent  applicable,  each  certificate  or other
document  evidencing the DBSI Common Stock shall be endorsed with the legend set
forth in Section 4.2 herein.

         3.9. Advice of Counsel.  The Purchaser  represents and warrants that he
has been advised,  and is hereby advised,  to seek the representation of counsel
for the  transactions  contemplated  herein  prior to  executing  this  Purchase
Agreement

4.       RESTRICTIONS ON TRANSFERABILITY

         4.1.  Restrictions on Transferability.  The DBSI Common Stock shall not
be  transferable,  except upon the  conditions  specified in this Section 4. The
Purchaser  will cause any successor or proposed  transferee of their DBSI Common
Stock to agree to take and hold such DBSI Common Stock subject to the conditions
specified in this Section 4. The Purchaser  acknowledges the  restrictions  upon
its right to transfer the DBSI Common Stock set forth in this Section 4.

         4.2. Each certificate  representing the DBSI Common Stock shall (unless
otherwise permitted or unless the securities evidenced by such certificate shall
have been registered under the Securities Act) be stamped or otherwise imprinted
with a legend in the following  form (in addition to any legend  required  under
applicable state securities laws):



<PAGE>


         "THESE  SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, AS AMENDED (THE  "SECURITIES  ACT"), OR ANY STATE SECURITIES LAWS
         AND  MAY  NOT  BE  SOLD,   OFFERED  TO  SALE,   TRANSFERRED,   PLEDGED,
         HYPOTHECATED   OR  OTHERWISE   ASSIGNED   EXCEPT   PURSUANT  TO  (i)  A
         REGISTRATION  STATEMENT  RELATING TO THE SECURITIES  WHICH IS EFFECTIVE
         UNDER  THE  SECURITIES  ACT,  (ii)  RULE  144  PROMULGATED   UNDER  THE
         SECURITIES  ACT OR (iii)  AN  OPINION  OF  COUNSEL  OR  OTHER  EVIDENCE
         SATISFACTORY  TO THE COMPANY AND ITS COUNSEL THAT AN EXEMPTION FROM THE
         REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY APPLICABLE STATE
         SECURITIES LAWS IS AVAILABLE."

                   Each  certificate  evidencing the DBSI Common Stock which has
been  transferred  pursuant to Section  4.3 below shall be stamped or  otherwise
imprinted with the legend set forth above unless the Company  receives a written
opinion  of legal  counsel  or other  evidence  reasonably  satisfactory  to the

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<PAGE>

Company  to the  effect  that  such  legend is not  required  in order to ensure
compliance  with  any  provision  of  the  Securities  Act or  applicable  state
securities laws.

         4.3. Notice of Proposed  Transfer Prior to any proposed transfer of any
of the DBSI Common  Stock (other than under  circumstances  described in Section
4.4 hereof), the Holder (as such term is hereinafter defined) thereof shall give
written  notice  to the  Company  of such  Holder's  intention  to  effect  such
transfer. "Holder" shall mean the Purchaser and/or any individual,  corporation,
association,  partnership,  group, joint venture, business trust, unincorporated
organization,  or  governmental  agency or authority  or  political  subdivision
thereof,  who  (a) is (i)  an  affiliate  of the  Purchaser  or  (ii)  is not an
affiliate of the  Purchaser  but the transfer to whom is consented in writing by
the Company,  (b) who is a transferee  and holder of record of DBSI Common Stock
and (c) who  agrees to be bound by the terms of this  Purchase  Agreement.  Each
such notice shall describe the manner and circumstances of the proposed transfer
in sufficient detail.  Upon reasonable request by the Company,  the Holder shall
deliver a written  opinion (the  "Opinion") of legal  counsel,  addressed to the
Company and reasonably satisfactory in form and substance to the Company and the
Company's  counsel,  to the effect that the proposed transfer of the DBSI Common
Stock may be effected without  registration under the Securities Act. The Holder
of such DBSI Common Stock shall be entitled to transfer  such DBSI Common Stock,
subject to the restrictions contained in this Purchase Agreement,  in accordance
with the terms of the notice delivered by the holder to the Company.


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         4.4.  Piggy-Back  Registration  Rights  The  Company  agrees to provide
Purchaser with the following piggy-back registration rights:

                   (i) If, at any time after the Closing Date, the Company shall
determine  to  register  any of its Common  Stock for its own account or for the
account  of others,  other  than a  registration  relating  solely to  "employee
benefit  plans" (Form S-8), or a  registration  relating  solely to a Commission
Rule 145  transaction  (Form S-4), or a registration  on any  registration  form
which  does not  permit  secondary  sales the  Company  will give  notice to the
Purchaser  of  its  intention  to  effect  such  a  registration  prior  to  the
anticipated date of filing with the SEC of a registration statement with respect
to such  registration.  Such notice shall offer the Purchaser the opportunity to
include in such  registration  statement  all or part of the DBSI  Common  Stock
purchased  hereunder (a  "Piggyback  Registration").  Subject to the  provisions
hereof, the Company shall include in such Piggyback Registration all shares with
respect to which the Company has received a written  request from the  Purchaser
for inclusion therein within fifteen (15) calendar days after the receipt by the
Purchaser of the Company's notice.

                   (ii) If a Piggyback  Registration  is being made with respect
to an  underwritten  primary  registration  on  behalf  of the  Company  and the
managing underwriter or underwriters advise the Company in writing that in their
opinion the total number or dollar amount of  securities of any class  requested
to be included in such  registration is sufficiently  large to adversely  affect
the success of such  offering,  the Company shall include in such  registration:
(i) first,  all  securities  the Company  proposes  to sell to the  public,  the
proceeds of which shall go to the Company, (ii) second, up to the full number of
the shares  requested to be included by selling  stockholders  who, prior to the
Closing Date, have entered into agreements  providing  registration  rights from
the  Company,  and (iii)  third,  up to the full number of shares of DBSI Common
Stock  requested to be included in such  registration in excess of the number or
dollar amount of securities the Company  proposes to sell which,  in the opinion
of such managing  underwriter  or  underwriters,  can be sold without  adversely
affecting the offering.

         4.5.  Expenses.  The  expenses  of  registration  effected  pursuant to
Section  4.4  hereof  shall be borne by the  Company,  except  any  underwriting
discounts or commissions or transfer taxes, if any,  attributable to the sale of
Registrable Securities by the Holders.

5.       MISCELLANEOUS

         5.1. Entire Agreement.  This Purchase Agreement  constitutes the entire
agreement  among the  parties and no party shall be liable or bound to any other
party in any manner by any warranties,  representations,  or covenants except as
specifically set forth therein.

         5.2.  Survival of  Warranties.  The  warranties,  representations,  and
covenants of the Company and the Purchaser, jointly and severally,  contained in
or made  pursuant to this  Purchase  Agreement  shall  survive the execution and
delivery of this Purchase Agreement.

         5.3.  Successors and Assigns Except as otherwise  provided herein,  the
terms and  conditions of this Purchase  Agreement  shall inure to the benefit of
and be binding upon the respective successors and assigns of the Company and the

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<PAGE>

Purchaser.  Nothing in this Purchase Agreement,  express or implied, is intended
to confer  upon any party  other  than the  Company or the  Purchaser,  or their
respective  successors  and  assigns,  any  rights,  remedies,  obligations,  or
liabilities under or by reason of this Purchase  Agreement,  except as expressly
provided in this Purchase Agreement.

         5.4. Governing Law. With respect to contract law issues,  this Purchase
Agreement  shall be governed by and construed in accordance with the laws of the
State of California as applied to agreements among California  residents entered
into and to be performed entirely within  California.  With respect to corporate
law issues,  this  Purchase  Agreement  shall be governed  by and  construed  in
accordance with the laws of the State of Delaware.

         5.5.  Counterparts.  This Purchase  Agreement may be executed in two or
more counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute one and the same agreement.

         5.6.  Titles  and  Subtitles.  The titles  and  subtitles  used in this
Purchase Agreement are used for convenience only and are not to be considered in
construing or interpreting this Purchase Agreement.

         5.7. Notices. All notices or other communications required or permitted
hereunder shall be in writing (except as otherwise provided herein) and shall be
deemed duly given when received by delivery in person,  by  facsimile,  telex or
telegram or by an overnight  courier  service or three (3) days after deposit in
the U.S. Mail, certified with postage prepaid, addressed as follows:

                   If to Company:    DBS Industries, Inc.
                                     100 Shoreline Highway, Suite 190A
                                     Mill Valley, California 94941
                                     Attn: Fred W. Thompson

                   with copies to:   Bartel Eng Linn & Schroder
                                     300 Capitol Mall, Suite 1100
                                     Sacramento, California 95814
                                     Attn: Scott E. Bartel, Esq.
                                     Eric J. Stiff, Esq.

                   If to Purchaser:  Courtney Benham
                                     1207 Bridgeway, Unit G
                                     Sausalito, CA 94925

or to such other  addresses  as a party may  designate  by five (5) days'  prior
written notice to the other party.

         5.8. Attorneys' Fees. If any action at law or in equity is necessary to
enforce or interpret the terms of this Purchase Agreement,  the prevailing party

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<PAGE>

shall be entitled to reasonable  attorneys'  fees,  costs and  disbursements  in
addition to any other relief to which such party may be entitled.

         5.9.  Amendments  and  Waivers.  This  Purchase  Agreement  may  not be
amended,  modified or  supplemented  and no waivers of or consents to departures
from the  provisions  hereof may be given unless  consented to in writing by the
Company and the Holders of a majority of the Registrable Securities.

         5.10.  Severability.  If  one  or  more  provisions  of  this  Purchase
Agreement are held to be  unenforceable  under  applicable  law, such  provision
shall be excluded from this Purchase  Agreement and the balance of this Purchase
Agreement  shall be  interpreted as if such provision were so excluded and shall
be enforceable in accordance with its terms.

         IN WITNESS WHEREOF,  the parties have executed this Purchase  Agreement
as of the date first above written.

                                    COMPANY:

                                    DBS Industries, Inc.

                                    By: ________________________________
                                        Randy Stratt, Secretary



                                    PURCHASER:


                                    ____________________________________
                                    Courtney Benham


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