EXHIBIT 10.6


                    CONVERTIBLE DEBENTURE PURCHASE AGREEMENT

                                    BETWEEN

                                  OS MXM, INC.
                                      AND
                           THE PURCHASER(S) LISTED ON
                                SCHEDULE 1 HERETO
                                OCTOBER 9, 2003



<PAGE>

<TABLE>
<CAPTION>
TABLE  OF  CONTENTS
-------------------
<S>          <C>                                                       <C>
ARTICLE I    CERTAIN DEFINITIONS                                         1
-----------  ----------------------------------------------------------
    1.1  Certain Definitions                                             1
    ----  -------------------------------------------------------------
ARTICLE II   PURCHASE AND SALE OF CONVERTIBLE DEBENTURES                 5
-----------  ----------------------------------------------------------
    2.2  Purchase and Sale; Purchase Price                               5
    ----  -------------------------------------------------------------
    2.2  Execution and Delivery of Documents; the Closing                6
    ----  -------------------------------------------------------------
    2.3  The Post-Closing                                                7
    ----  -------------------------------------------------------------
ARTICLE III  REPRESENTATIONS AND WARRANTIES                              9
-----------  ----------------------------------------------------------
    3.1  Representations, Warranties and Agreements of the Company       9
    ----  -------------------------------------------------------------
    3.2  Representations and Warranties of the Purchaser                12
    ----  -------------------------------------------------------------
ARTICLE IV   OTHER AGREEMENTS OF THE PARTIES                13
-----------  ----------------------------------------------------------
    4.1  Manner of Offering                                             13
    ----  -------------------------------------------------------------
    4.2  Furnishing of Information                                      14
    ----  -------------------------------------------------------------
    4.3  Notice of Certain Events                                       14
    ----  -------------------------------------------------------------
    4.4  Copies and Use of Disclosure Documents and Non-Public Filings  14
    ----  -------------------------------------------------------------
    4.5  Modification to Disclosure Documents                           14
    ----  -------------------------------------------------------------
    4.6  Blue Sky Laws                                                  15
    ----  -------------------------------------------------------------
    4.7  Integration                                                    15
    ----  -------------------------------------------------------------
    4.8  Furnishing of Rule 144(c) Materials                            15
    ----  -------------------------------------------------------------
    4.9  Solicitation Materials                                         15
    ----  -------------------------------------------------------------
    4.10  Subsequent Financial Statements                               15
    ----  -------------------------------------------------------------
    4.11  Prohibition on Certain Actions                                15
    ----  -------------------------------------------------------------
    4.12  Listing of Common Stock                                       16
    ----  -------------------------------------------------------------
    4.13  Escrow                                                        16
    ----  -------------------------------------------------------------
    4.15  Attorney-in-Fact                                              16
    ----  -------------------------------------------------------------
    4.16  Indemnification                                               17
    ----  -------------------------------------------------------------
    4.17  Exclusivity                                                   19
    ----  -------------------------------------------------------------
    4.18  Purchaser's Ownership of Common Stock                         19
    ----  -------------------------------------------------------------
    4.19  Purchaser's Rights if Trading in Common Stock is Suspended    19
    ----  -------------------------------------------------------------
    4.20  No Violation of Applicable Law                                20
    ----  -------------------------------------------------------------
    4.21  Redemption Restrictions                                       20
    ----  -------------------------------------------------------------
    4.22  No Other Registration Rights                                  21
    ----  -------------------------------------------------------------
    4.23  Merger or Consolidation                                       21
    ----  -------------------------------------------------------------
    4.24  Registration of Escrow Shares                                 21
    ----  -------------------------------------------------------------
    4.25  Liquidated Damages                                            23
    ----  -------------------------------------------------------------
    4.26  Short Sales                                                   23
    ----  -------------------------------------------------------------
    4.27  Fees                                                          24
    ----  -------------------------------------------------------------
    4.28  Additional Fees                                               24
    ----  -------------------------------------------------------------
    4.29  Changes to Federal and State Securities Laws                  24
    ----  -------------------------------------------------------------
    4.30  Merger Agreement                                              25
    ----  -------------------------------------------------------------
ARTICLE V    TERMINATION                                                26
-----------  ----------------------------------------------------------
    5.1  Termination by the Company or the Purchaser                    26
    ----  -------------------------------------------------------------
    5.2.  Remedies                                                      27
    ----  -------------------------------------------------------------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
TABLE  OF  CONTENTS
-------------------
<S>          <C>                                                       <C>
ARTICLE VI   LEGAL FEES AND DEFAULT INTEREST RATE                       27
-----------  ----------------------------------------------------------
ARTICLE VII  MISCELLANEOUS                                              27
-----------  ----------------------------------------------------------
    7.1  Fees and Expenses                                              27
    ----  -------------------------------------------------------------
    7.2  Entire Agreement; Amendments                                   28
    ----  -------------------------------------------------------------
    7.3  Notices                                                        28
    ----  -------------------------------------------------------------
    7.4  Amendments; Waivers                                            29
    ----  -------------------------------------------------------------
    7.5  Headings                                                       29
    ----  -------------------------------------------------------------
    7.6  Successors and Assigns                                         29
    ----  -------------------------------------------------------------
    7.7  No Third Party Beneficiaries                                   30
    ----  -------------------------------------------------------------
    7.8  Governing Law; Venue; Service of Process                       30
    ----  -------------------------------------------------------------
    7.9  Survival                                                       30
    ----  -------------------------------------------------------------
    7.10  Counterpart Signatures                                        30
    ----  -------------------------------------------------------------
    7.11  Publicity                                                     30
    ----  -------------------------------------------------------------
    7.12  Severability                                                  30
    ----  -------------------------------------------------------------
    7.13  Limitation of Remedies                                        30
    ----  -------------------------------------------------------------
    7.14  Omnibus Provision                                             31
    ----  -------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>

LIST  OF  SCHEDULES:

<S>                 <C>
Schedule 1 . . . .  Purchaser(s)
Schedule 3.1(a). .  Subsidiaries
Schedule 3.1(c). .  Capitalization and Registration Rights
Schedule 3.1(d). .  Equity and Equity Equivalent Securities
Schedule 3.1(e). .  Conflicts
Schedule 3.1(f). .  Consents and Approvals
Schedule 3.1(g). .  Litigation
Schedule 3.1(h). .  Defaults and Violations
Schedule 5.1 . . .  Form 8-K Disclosure Obligations

LIST OF EXHIBITS:

Exhibit A-1. . . .  First Convertible Debenture A
Exhibit A-2. . . .  First Convertible Debenture B
Exhibit B. . . . .  Second Convertible Debenture
Exhibit C. . . . .  Merger Agreement
Exhibit D. . . . .  Certificate of Merger
Exhibit E. . . . .  Conversion Procedures
Exhibit F. . . . .  Escrow Agreement
Exhibit G. . . . .  Power of Attorney
Exhibit H. . . . .  Legal Opinion
Exhibit I. . . . .  Rule 504 Legal Opinion
Exhibit J. . . . .  Officer's Certificate
Exhibit K. . . . .  Note


<PAGE>

Exhibit L. . . . .  Company Certificate
Exhibit M. . . . .  Company Certificate
</TABLE>


<PAGE>


     THIS  CONVERTIBLE  DEBENTURE  PURCHASE  AGREEMENT ("Agreement") is made and
                                                         ---------
entered  into  as  of  October  9,  2003,  between  OS  MXM, Inc., a corporation
organized  and existing under the laws of the State of Delaware (the "Company"),
                                                                      -------
and  the  purchaser(s)  listed  on  SCHEDULE  1  hereto  (the  "Purchaser").
                                                                ---------

     WHEREAS,  subject  to the terms and conditions set forth in this Agreement,
the Company desires to issue and sell to the Purchaser and the Purchaser desires
to  acquire  from  the  Company  (i)  the  Company's  $998,750,  1%  Convertible
Debentures,  due  October 9, 2008 in the aggregate amount of Nine Hundred Ninety
Eight Thousand Seven Hundred Fifty Dollars ($998,750), at the aggregate price of
Nine Hundred Ninety Eight Thousand Seven Hundred Fifty Dollars ($998,750) in the
forms  of  EXHIBIT  A-1  ("First Debenture A") and EXHIBIT A-2 ("First Debenture
           ------------    -----------------       -----------   ---------------
B"), annexed hereto and made a part hereof (the "First Debentures") and (ii) the
                                                 ----------------
Company's $1,250, 1% Convertible Debenture, due October 9, 2008, at the price of
One Thousand Two Hundred Fifty Dollars ($1,250) in the form of EXHIBIT B annexed
                                                               ---------
hereto  and made a part hereof (the "Second Debenture"; together, with the First
                                     ----------------
Debentures,  the  "Debentures").
                   ----------

     IN  CONSIDERATION  of the mutual covenants contained in this Agreement, the
Company  and  each  Purchaser  agree  as  follows:
                                    ARTICLE I

                               CERTAIN DEFINITIONS

     1.1     Certain  Definitions.  As  used  in  this Agreement, and unless the
             --------------------
context  requires  a  different  meaning,  the following terms have the meanings
indicated:

"Advisory  Fee"  shall  have  the  meaning  set  forth  in  Section 4.27 hereof.
 -------------                                              ------------

     "Affiliate" means, with respect to any Person, any Person that, directly or
      ---------
indirectly,  controls,  is  controlled  by  or is under common control with such
Person.  For  the  purposes  of  this  definition,  "control"  (including,  with
                                                    ---------
correlative meanings, the terms "controlled by" and "under common control with")
                                 -------------       -------------------------
shall  mean  the  possession,  directly or indirectly, of the power to direct or
cause  the  direction  of  the  management  and policies of such Person, whether
through  the  ownership  of  voting  securities  or  by  contract  or otherwise.

     "Agreement"  shall have the meaning set forth in the introductory paragraph
      ---------
of  this  Agreement.

     "Attorney-in-Fact"  shall  have the meaning set forth in Section 2.2(a)(iv)
      ----------------                                        ------------------
hereof.

     "Business  Day"  means  any  day  except Saturday, Sunday and any day which
      -------------
shall  be a legal holiday or a day on which banking institutions in the State of
New York are authorized or required by law or other government actions to close.

     "Closing"  shall  have  the  meaning  set  forth  in  Section  2.2(a).
      -------                                              ---------------


<PAGE>

     "Closing  Date"  shall  have  the  meaning  set  forth  in  Section 2.2(a).
      -------------                                              --------------

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

     "Common  Stock"  means  shares  now or hereafter authorized of the class of
      -------------
common  stock,  [par  value  $.001], of the Company and stock of any other class
into  which  such  shares  may  hereafter  have  been  reclassified  or changed.

     "Company"  shall  have the meaning set forth in the introductory paragraph.
      -------

     "Control  Person"  shall  have  the meaning set forth in Section 4.16(a)(i)
      ---------------                                         ------------------
hereof.

     "Conversion  Date"  shall  have  the  meaning  set forth in the Debentures.
      ----------------

     "Debenture Notice" shall have the meaning set forth in Section 4.18 hereof.
      ----------------                                      ------------

     "Debentures"  shall  have  the  meaning  set  forth  in  the  recital.
      ----------

     "Default"  means  any  event  or  condition  which  constitutes an Event of
      -------
Default  or  which  with  the  giving  of notice or lapse of time or both would,
unless  cured  or  waived,  become  an  Event  of  Default.

     "Disclosure  Documents"  means  (a)  all  documents  and  written materials
      ---------------------
provided  to  the  Purchaser  and/or  its representatives in connection with the
Company  and  this  offering,  including,  but  not  limited  to,  the Company's
unaudited  balance sheet as at October 9, 2003 and profit and loss statement for
the  period  from inception to October 9, 2003 and (b) the Schedules required to
be furnished to the Purchaser by or on behalf of the Company pursuant to Section
                                                                         -------
3.1  hereof.
---

     "Effective  Date"  shall  mean the date on which certificate of merger (the
      ---------------
"Certificate of Merger") annexed as EXHIBIT D hereto is filed with the Secretary
  --------------------              ---------
of  State  of  the State of Delaware to effect the merger of PIP Acquisition II,
Inc.  ("Acquistion"),  a  Delaware  corporation and a wholly owned subsidiary of
Heritage  Worldwide,  Inc.  ("HWWI"),  a Delaware corporation, with and into the
Company  (the  "Merger")  pursuant  to the Merger Agreement annexed as EXHIBIT C
                ------                                                 ---------
hereto.

     "Escrow Agent" means Gottbetter & Partners, 488 Madison Avenue, 12th Floor,
      ------------
New  York,  NY  10022,  Tel:  212-400-6900;  Fax:  212-400-6901.

     "Escrow Agreement" shall have the meaning set forth in Section 4.13 hereof.
      ----------------                                      ------------

     "Escrow  Shares"  means  the  certificates  representing  Ten  Million
      --------------
(10,000,000)  shares of duly issued Common Stock, without restriction and freely
      -----
tradable  pursuant  to  Rule  504  of Regulation D of the Securities Act, in the
share  denominations  specified  by the Purchaser, registered in the name of the
Purchaser and/or its assigns to be held in escrow pursuant to this Agreement and
the  Escrow  Agreement.


<PAGE>

     "Event  of  Default"  shall  have  the  meaning  set  forth in Section 5.1.
      ------------------                                            -----------

     "Exchange  Act"  means  the  Securities  Exchange  Act of 1934, as amended.
      -------------

     "Execution  Date"  means  the  date  of this Agreement first written above.
      ---------------

     "First  Debentures"  shall  have  the  meaning  set  forth in the recitals.
      -----------------

     "Full  Conversion  Shares"  shall  have  the  meaning  set forth in Section
      ------------------------                                           -------
4.14(b)  hereof.
      -

     "G&P"  means  Gottbetter  &  Partners,  LLP.
      ---

     "Indemnified  Party"  shall  have  the meaning set forth in Section 4.16(b)
      ------------------                                         ---------------
hereof.

     "Indemnifying  Party"  shall  have the meaning set forth in Section 4.16(b)
      -------------------                                        ---------------
hereof.

"Initial  Fixed  Conversion  Price"  shall have the meaning set forth in Section
 ---------------------------------                                       -------
4.28(i)
 ------
hereof.

     "Limitation on Conversion" shall have the meaning set forth in Section 4.18
      ------------------------                                      ------------
hereof.

     "Losses"  shall  have  the  meaning  set  forth  in Section 4.16(a) hereof.
      ------                                             ---------------

     "Lump Sum Payment" shall have the meaning set forth in Section 4.31 hereof.
      ----------------                                      ------------

     "Material" shall mean having a financial consequence in excess of $100,000.
      --------

     "Material  Adverse  Effect"  shall  have  the  meaning set forth in Section
      -------------------------                                          -------
3.1(e).
     -

     "Merger  Agreement"  means the Merger Agreement among HWWI, Acquisition and
      -----------------
the  Company,  annexed  as  EXHIBIT  C  hereto.
                            ----------

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

     "Nasdaq"  shall  mean  the  Nasdaq  Stock  Market,  Inc.(R)
      ------

     "Non-Public  Filings"  shall  have  the  meaning  set  forth in Section 4.2
      -------------------                                            -----------
hereof.

     "Note"  shall  have  the  meaning  set  forth in Section 2.1(b)(ii) hereof.
      ----                                            ------------------

     "Notice  of  Conversion" shall have the meaning set forth in paragraph 1 of
      ----------------------
EXHIBIT  E  annexed  hereto.
 ---------

     "Original  Issuance  Date,"  shall  have  the  meaning  set  forth  in  the
      ------------------------
Debentures.
      ---


<PAGE>

     "OTCBB"  shall  mean the NASD over-the counter Bulletin Board(R) or similar
      -----
organization  or  agency  succeeding  to  its  functions.

     "Per  Share  Market Value" of the Common Stock means on any particular date
      ------------------------
(a)  the  last  sale price of shares of Common Stock on such date or, if no such
sale  takes  place  on  such  date, the last sale price on the most recent prior
date,  in  each case as officially reported on the principal national securities
exchange on which the Common Stock is then listed or admitted to trading, or (b)
if  the  Common  Stock is not then listed or admitted to trading on any national
securities  exchange,  the closing bid price per share as reported by Nasdaq, or
(c) if the Common Stock is not then listed or admitted to trading on the Nasdaq,
the  closing bid price per share of the Common Stock on such date as reported on
the  OTCBB or if there is no such price on such date, then the last bid price on
the  date  nearest preceding such date, or (d) if the Common Stock is not quoted
on  the OTCBB, the closing bid price for a share of Common Stock on such date in
the  over-the-counter  market  as  reported  by  the  Pinksheets LLC (or similar
organization  or  agency  succeeding to its functions of reporting prices) or if
there is no such price on such date, then the last bid price on the date nearest
preceding such date, or (e) if the Common Stock is not publicly traded, the fair
market  value  of  a share of the Common Stock as determined by an Appraiser (as
defined  in  and pursuant to the procedures set forth in Section 4(c)(iv) of the
Debentures)  selected  in  good  faith  by  the  holders  of  a  majority of the
Debentures;  provided,  however,  that  the  Company,  after  receipt  of  the
             --------   -------
determination  by  such  Appraiser, shall have the right to select an additional
Appraiser, in which case, the fair market value shall be equal to the average of
the  determinations  by  each  such  Appraiser.

     "Person"  means  an  individual  or  a  corporation,  partnership,  trust,
      ------
incorporated  or  unincorporated  association,  joint venture, limited liability
      --
company,  joint stock company, government (or an agency or political subdivision
thereof)  or  other  entity  of  any  kind.

     "Post-Closing"  shall  have  the  meaning  set  forth  in  Section  2.3(a).
      ------------                                              ---------------

     "Post-Closing  Date"  shall  have  the meaning set forth in Section 2.3(a).
      ------------------                                         --------------

     "Power  of  Attorney"  means the power of attorney in the form of EXHIBIT G
      -------------------                                              ---------
annexed  hereto.

     "Proceeding"  means  an  action,  claim,  suit, investigation or proceeding
      ----------
(including,  without limitation, an investigation or partial proceeding, such as
a  deposition),  whether  commenced  or  threatened.

     "Purchase  Price"  shall  have  the  meaning  set  forth in Section 2.1(a).
      ---------------                                            --------------

     "Purchaser" shall have the meaning set forth in the introductory paragraph.
      ---------

     "Registrable  Securities" means the Underlying Shares and the Escrow Shares
      -----------------------
entitled  to  registration  pursuant  to  Section  4.24  and  Section  4.29.
                                          -------------       -------------


<PAGE>

     "Reporting  Issuer"  means  a  company  that  is  subject  to the reporting
      -----------------
requirements  of  Section  13  or  15(d)  of  the  Exchange  Act.
      -

     "Required  Approvals"  shall  have the meaning set forth in Section 3.1(f).
      -------------------                                        --------------

"Restriction  Period"  shall  have  the  meaning  set  forth in Section 4.17(a).
 -------------------                                            ---------------

     "Second  Debenture"  shall  have  the  meaning  set  forth  in the recital.
      -----------------

     "Securities"  means  the  Debentures,  the Underlying Shares and the Escrow
      ----------
Shares.

     "SEC"  means  the  Securities  and  Exchange  Commission.
      ---

     "Securities  Act"  means  the  Securities  Act  of  1933,  as  amended.
      ---------------

     "Short  Sale"  shall  have  the  meaning  set forth in Section 4.26 hereof.
      -----------                                           ------------

     "Successors-in-Interest"  shall  have the meaning set forth in Section 4.31
      ----------------------                                        ------------
hereof.

     "Trading  Day"  means  (a) a day on which the Common Stock is quoted on the
      ------------
Nasdaq,  the OTCBB or the principal stock exchange on which the Common Stock has
been  listed,  or (b) if the Common Stock is not quoted on the Nasdaq, the OTCBB
or  any  stock  exchange,  a  day  on  which  the  Common Stock is quoted in the
over-the-counter  market,  as  reported  by  the  Pinksheets LLC (or any similar
organization  or  agency  succeeding  its  functions  of  reporting  prices).

     "Transaction Documents" means this Agreement and all exhibits and schedules
      ---------------------
hereto  and  all  other  agreements  executed  pursuant  to  this  Agreement.

     "Underlying  Shares"  means the shares of duly issued Common Stock, without
      ------------------
restriction  and  freely  tradable  pursuant  to Rule 504 of Regulation D of the
Securities  Act,  into  which  the  First  Debentures  and  Second Debenture are
convertible  in  accordance  with the terms hereof, the First Debentures and the
Second  Debenture.

                                   ARTICLE II

                   PURCHASE AND SALE OF CONVERTIBLE DEBENTURES

     2.1     Purchase  and  Sale;  Purchase  Price.
             -------------------------------------

     (a)     Subject  to  the terms and conditions set forth herein, the Company
shall  issue  and  sell  and the Purchaser shall purchase an aggregate principal
amount  of One Million ($1,000,000) (the "Purchase Price") of the Debentures, of
                                          --------------
which  Nine Hundred Ninety Eight Thousand Seven Hundred Fifty Dollars ($998,750)
shall be attributable to the First Debentures and One Thousand Two Hundred Fifty


<PAGE>

Dollars  ($1,250) shall be attributable to the Second Debenture.  The Debentures
shall have the respective rights, preferences and privileges as set forth in the
respective  Debentures annexed as EXHIBIT A-1, EXHIBIT A-2 and EXHIBIT B hereto.
                                  -----------  -----------     ---------
     (b)     The  Purchase  Price  shall  be  paid  and attributable as follows:

               (i)  for  the  First  Debenture  A  substantially  in the form of
EXHIBIT  A-1  annexed  hereto  cash  in  the  amount  of  Four  Hundred
-----------
Ninety  Eight  Thousand  Seven  Hundred  Fifty  Dollars  ($498,750);

               (ii)  for  the  First Debenture  B,  one  promissory  note of the
Purchaser in the aggregate amount of Five  Hundred  Thousand  Dollars ($500,000)
annexed  hereto  as EXHIBIT K (the "Note"),  to  be  paid in accordance with the
                    ---------
terms of  the  Note;  and

               (iii)  for  the  Second  Debenture  substantially  in the form of
EXHIBIT  B,  cash in  the  amount  of  One  Thousand  Two Hundred Fifty Dollars
----------
($1,250).

     2.2     Execution  and  Delivery  of  Documents;  The  Closing.
             ------------------------------------------------------

     (a)     The  Closing  of  the  purchase  and  sale  of  the Debentures (the
"Closing")  shall  take  place simultaneously with the execution and delivery of
this  Agreement  (the  "Closing  Date").  On  the  Closing  Date,
                        -------------

               (i) the parties shall execute and deliver the Escrow Agreement to
the Escrow  Agent;

               (ii)  the  Company  shall  deliver  to  the Purchaser the (A) the
Disclosure  Documents,  (B) a duly executed copy of the Merger Agreement and (B)
the  legal  opinions  of  counsel  to  the  Company substantially in the form of
EXHIBIT  H  and EXHIBIT  I annexed hereto, addressed to the Purchaser and dated
---------       ----------
the date hereof;

               (iii)  the Company shall deliver to the Escrow Agent (A) original
and  duly  executed  Debentures  (First  Debenture  A, First Debenture B and the
Second  Debenture) registered in the name of the Purchaser and/or its assigns in
the  amount  set forth in SCHEDULE 1, (B) an original and duly executed Power of
Attorney  and  (C)  certificates  representing  the  original  Escrow  Shares;

               (iv)  the  Company  shall  execute and deliver to the Purchaser a
certificate  of  its  Chief  Executive Officer, in the form of EXHIBIT J annexed
                                                               ---------
hereto,  certifying  that attached thereto is a copy of resolutions duly adopted
by  the Board of Directors of the Company authorizing the Company to execute and
deliver  the  Transaction  Documents  and  to  enter  into  the  transactions
contemplated  thereby  and the appoint-ment, pursuant to Section 4.14 hereof, of
                                                         ------------
the  attorney-in-fact  pursuant  to  the  Power of Attorney annexed as EXHIBIT F
                                                                       ---------
hereto  (the  "Attorney-in-Fact");  and
               ----------------

               (v)  the Purchaser shall deliver to the Escrow Agent the Purchase
Price  by (A) wire transfer of immediately available funds in the amount of Five
Hundred  Thousand  ($500,000)  pursuant  to  written  wire transfer instructions
delivered  by the Escrow Agent to the Purchaser at least three (3) Business Days


<PAGE>

prior  to  the  Closing  and  (B)  delivery  of  the  original  executed  Note.

     (b)     If  this  Agreement  is  terminated pursuant to Section 5.1 hereof,
                                                             -----------
then,  within  two  (2)  Business  Days from the date of termination, either the
Company  or  the  Purchaser  shall  notify  the  Escrow  Agent  of  same,  and

               (i)  the  Escrow Agent shall, within two (2) Business Days of its
receipt of  such  notice,

                    (A)  return  the  Purchase  Price  to  the  Purchaser;

                    (B)  return  the  Note  to  the  Purchaser;

                    (C)  return  the  Debentures  to  the  Company;  and

                    (D)  return  the  Escrow  Shares  to  the  Company.

     2.3     The  Post-Closing.
             -----------------

     (a)     The  post-closing  of  the purchase and sale of the Debentures (the
"Post-Closing")  shall  take  place  immediately  after  the Effective Date (the
  -----------
"Post-Closing  Date")  at  the  offices  of  Gottbetter  & Partners, 488 Madison
  -----------------
Avenue,  New  York,  NY  10022;  provided, however, that all of the transactions
contemplated by the Merger Agreement annexed as EXHIBIT C hereto shall have been
                                                ---------
consummated  in  accordance  with the terms of the Merger Agreement prior to the
Post-Closing;  and  further, provided, that the Post-Closing may not occur later
                    -------  --------
than  ten  (10)  days  after  the Closing Date (except if such 10th day is not a
Business  Day,  then  the  next  Business  Day),  unless the Purchaser agrees in
writing  in  advance  to  an  extension,  which  writing shall set forth the new
Post-Closing Date.  The Merger Agreement shall be executed immediately after the
Closing.

     (b)     At  the  Post-Closing,

               (i)  the  Escrow  Agent shall deliver to the Purchaser and/or its
assigns an original and duly issued First Debenture A and Second Debenture, each
registered  in  the  name of the Purchaser and in denominations specified by the
Purchaser  in  the amounts set forth in SCHEDULE 1 hereto or with written notice
to  the  Escrow  Agent  prior  to  the  Post-Closing  ;

               (ii)  the  Company  shall deliver to the Purchaser the following:

                    (A)  certified  copies of the Certificate of Merger as filed
with  the Secretary  of  State  of  the  State  of  Delaware;

                    (B)  a  certificate in the form of EXHIBIT L annexed hereto,
                                                       ---------
dated  the  Post-Closing  Date  and  signed  by  the  Secretary  of the Company,
certify-ing  (1)  that attached thereto are true, correct and complete copies of
(a)  the Company's Certificate of Incorporation, as amended to the date thereof,
(b) the Company's by-laws, as amended to the date thereof, and (c) a certificate


<PAGE>

of  good standing from the Secretary of State of Delaware and (2) the incumbency
of  the  officer  executing  this  Agreement;

                    (C)  a certificate of the Company's Chief Executive Officer,
                    dated  the Post-Closing  Date, in the form of EXHIBIT M
                                                                  ---------
annexed  hereto,  certifying  that  the  representations  and  warranties of the
Company  contained  in  Article  III hereof are true and correct in all material
respects  on  the  Post-Closing  Date (except for representations and warranties
that speak of a specific date, which representations and warrants shall be true,
correct  and  complete  in  all  material  respects  as  of  such  date);  and

                    (D)  all  other documents, instruments and writings required
to  have  been delivered by the Company at or prior to the Post-Closing pursuant
to  this  Agreement.

     (c)     Upon  receipt by the Purchaser of those items set forth in Sections
                                                                        --------

2.3(b)(i)  through  (ii)  above,  the  Escrow Agent shall as soon as practicable
------------------------
deliver  the  following  to  or  on  behalf  of  HWWI,  as  applicable:

               (i) the Purchase Price, (A) attributable to First Debenture A and
the  Second  Debenture,  by  wire transfer of immediately available funds in the
amount  of  Five  Hundred Thousand Dollars ($500,000), less the Advisory Fee and
all  other  fees  and  expenses  due  under  the  Transaction Documents, to HWWI
pursuant  to  written wire transfer instructions delivered by HWWI to the Escrow
Agent  at  least  three  (3)  Business  Days prior to the Post-Closing Date, (B)
attributable  to  First Debenture B by delivery of the original executed Note to
the  promisee  of  the Note, and (C) the Advisory Fee to GEM Advisors, Inc.; and
(ii) all documents, instruments, and writings required to have been delivered or
necessary  at  or  prior  to  the Post-Closing by the Purchaser pursuant to this
Agreement.

     (d)     The  Escrow  Agent  shall retain and hold the Escrow Shares and the
First  Debenture  B, both of which shall be held in accordance with the terms of
this  Agreement,  the  Note  and  the  Escrow  Agreement.

     2.4     First  Debenture  B.    Subject  to  Section 4.28, the Escrow Agent
             -------------------
will  hold  the First Debenture in escrow until either (i) the obligations under
the  Note  by its terms becomes due and payable and subsequently paid in full by
the  Purchaser, whereupon the Escrow Agent will deliver the First Debenture B to
the  Purchaser  or  (ii)  the obligations under the Note expire under its terms,
whereupon  the  First  Debenture  B  will  be  delivered  to  the  Company  for
cancellation.


<PAGE>

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

     3.1     Representations,  Warranties  and  Agreements  of the Company.  The
             -------------------------------------------------------------
Company  hereby  makes  the  following  representations  and  warranties  to the
Purchaser,  all  of  which  shall  survive  the  Post-Closing;

     (a)     Organization and Qualification.  The Company is a corporation, duly
             ------------------------------
incorporated,  validly existing and in good standing under the laws of the State
of Delaware, with the requisite corporate power and authority to own and use its
properties  and assets and to carry on its business as currently conducted.  The
Company  has  no subsidiaries.  The Company is duly qualified to do business and
is  in  good standing as a foreign corporation in each jurisdiction in which the
nature  of  the  business  conducted  or  property  owned  by  it  makes  such
qualification  necessary, except where the failure to be so qualified or in good
standing,  as the case may be, would not, individually or in the aggregate, have
a  material  adverse  effect on the results of operations, assets, prospects, or
financial  condition  of  the  Company,  taken  as  a whole (a "Material Adverse
                                                                ----------------
Effect").

     (b)     Authorization,  Enforcement.  The  Company  has  the requisite
             ---------------------------
corporate  power  and authority to enter into and to consummate the transactions
contemplated  hereby  and by each other Transaction Document and to otherwise to
carry  out  its obligations hereunder and thereunder. The execution and delivery
of  this  Agreement and each of the other Transaction Documents to which it is a
party by the Company and the consummation by it of the transactions contemplated
hereby and thereby have been duly authorized by all necessary action on the part
of  the  Company.  Each  of  this  Agreement  and  each of the other Transaction
Documents  to  which  it  is  a  party  has been or will be duly executed by the
Company  and  when delivered in accordance with the terms hereof or thereof will
constitute  the  valid and binding obligation of the Company enforceable against
the  Company  in accordance with its terms, except as such enforceability may be
limited  by  applicable  bankruptcy,  insolvency,  reorganization,  moratorium,
liquidation  or similar laws relating to, or affecting generally the enforcement
of,  creditors'  rights and remedies or by other equitable principles of general
application.

     (c)     Capitalization.  The  authorized,  issued  and  outstanding capital
             --------------
stock  of  the Company is set forth on SCHEDULE 3.1(C).  No Debentures have been
issued  as  of  the  date  hereof.  No  shares  of  Common Stock are entitled to
preemptive  or similar rights, nor is any holder of the Common Stock entitled to
preemptive  or similar rights arising out of any agreement or understanding with
the Company by virtue of this Agreement.  Except as described in this Agreement,
or  disclosed  in  SCHEDULE  3.1(C),  there  are  no outstanding options, voting
agreements  or  merger  agreements,  arrangements,  warrants,  script, rights to
subscribe  to,  registration  rights,  calls  or  commitments  of  any character
whatsoever  relating  to, or, except as a result of the purchase and sale of the
Debentures  hereunder,  securities,  rights  or  obligations convertible into or
exchangeable  for,  or  giving any person any right to subscribe for or acquire,
any  shares  of  Common  Stock  or  other securities, or contracts, commitments,
understandings,  or  arrangements by which the Company is or may become bound to
issue  additional  shares  of Common Stock or other securities, or securities or
rights  convertible  or  exchangeable  into  shares  of  Common  Stock  or other


<PAGE>

securities.  The  Company  is  not  in violation of any of the provisions of its
Certificate  of  Incorporation,  bylaws  or  other  charter  documents.

     (d)     Issuance  of Securities.  The Debentures and the Escrow Shares have
             -----------------------
been  duly  and validly authorized for issuance, offer and sale pursuant to this
Agreement  and,  when  issued  and  delivered  as  provided  hereunder or in the
Debentures  against  payment in accordance with the terms hereof, shall be valid
and  binding  obligations  of  the  Company  enforceable  against the Company in
accordance  with  their respective terms. The Company has and at all times while
the  Debentures are outstanding will continue to maintain an adequate reserve of
shares  of  Common  Stock  to  enable  it  to perform its obligations under this
Agreement  and the Debentures except as otherwise permitted in this Agreement or
the  Debentures.  When  issued  in  accordance  with  the  terms  hereof and the
Debentures,  the  Securities will be duly authorized, validly issued, fully paid
and  non-assessable.  Except  as set forth in SCHEDULE 3.1(D) or SCHEDULE 3.1(C)
hereto,  there is no equity, equity equivalent security, debt or equity lines of
credit  outstanding  that  is substantially similar to the Debentures, including
any  security  having  a  floating  conversion  substantially  similar  to  the
Debentures;  provided,  however,  that,  except,  as  otherwise provided herein,
             --------   -------
nothing  contained  in this Section 3.1(d) shall be deemed to permit the Company
                            --------------
to  issue  any  convertible  security  or  instrument  or equity line of credit.

     (e)     No  Conflicts.  The  execution,  delivery  and  performance of this
             -------------
Agreement  and  the  other  Transaction  Documents  by  the  Company  and  the
consummation  by the Company of the transactions contemplated hereby and thereby
do  not  and  will  not  (i)  conflict  with  or  violate  any  provision of its
Certificate of Incorporation or bylaws (each as amended through the date hereof)
or  (ii)  be  subject  to  obtaining  any of the consents referred to in Section
                                                                         -------
3.1(f), conflict with, or constitute a default (or an event which with notice or
------
lapse  of  time  or  both  would  become a default) under, or give to others any
rights  of  termination,  amendment,  acceleration  or  cancellation  of,  any
agreement,  indenture  or  instrument  to which the Company is a party, or (iii)
result in a violation of any law, rule, regulation, order, judgment, injunction,
decree  or other restriction of any court or governmental authority to which the
Company  is subject (including, but not limited to, those of other countries and
the federal and state securities laws and regulations), or by which any property
or asset of the Company is bound or affected, except in the case of clause (ii),
such conflicts, defaults, terminations, amendments, accelerations, cancellations
and  violations  as would not, individually or in the aggregate, have a Material
Adverse Effect.  The business of the Company is not being conducted in violation
in  any material respect of any law, ordinance or regulation of any governmental
authority.

     (f)     Consents  and  Approvals.  Other  than the approval of its board of
             ------------------------
directors and stockholders, which have been obtained, and Except as specifically
set forth in SCHEDULE 3.1(F), the Company is not required to obtain any consent,
waiver,  authorization or order of, or make any filing or registration with, any
court  or  other  federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the Company
of  this  Agreement  and each of the other Transaction Documents, except for the
filing  of the Certificate of Merger with the Secretary of State of the State of
Delaware  to  effect the Merger pursuant to the Merger Agreement, which shall be
filed  no  later  than  ten  (10)  days from the Closing Date (together with the
consents,  waivers,  authorizations,  orders, notices and filings referred to in
SCHEDULE  3.1(F),  the  "Required  Approvals").
                         -------------------


<PAGE>

     (g)     Litigation;  Proceedings.  Except  as  specifically  disclosed  in
             ------------------------
SCHEDULE  3.1(G),  there  is no action, suit, notice of violation, proceeding or
investigation  pending  or,  to  the  best  knowledge of the Company, threatened
against  the  Company  or  any  of  its  properties  before  or  by  any  court,
governmental  or  administrative agency or regulatory authority (federal, state,
county,  local  or  foreign)  which  (i)  relates to or challenges the legality,
validity  or  enforceability of any of the Transaction Documents, the Debentures
and  the  Underlying Shares (ii) could, individually or in the aggregate, have a
Material  Adverse  Effect  or  (iii)  could,  individually  or in the aggregate,
materially  impair the ability of the Company to perform fully on a timely basis
its  obligations  under  the  Transaction  Documents.

     (h)     No  Default  or  Violation.  Except as set forth in SCHEDULE 3.1(H)
             --------------------------
hereto,  the  Company  (i)  is  not  in  default  under  or in vio-lation of any
indenture,  loan  or  credit  agreement  or any other agreement or instrument to
which  it  is  a  party or by which it or any of its properties is bound, except
such  defaults  or  violations as do not have a Material Adverse Effect, (ii) is
not  in  violation  of  any order of any court, arbitrator or governmental body,
except for such violations as do not have a Material Adverse Effect, or (iii) is
not  in  violation  of  any  statute,  rule  or  regulation  of any governmental
authority  which  could  (individually or in the aggregate) (x) adversely affect
the  legality, validity or enforceability of this Agreement, (y) have a Material
Adverse  Effect  or  (z) adversely impair the Company's ability or obligation to
perform  fully  on  a  timely  basis  its  obligations  under  this  Agreement.

     (i)     Certain Fees.  No fees or commission will be payable by the Company
             ------------
to  any  investment  banker, broker, placement agent or bank with respect to the
consummation  of  the  transactions  contemplated  hereby  except as provided in
Section  4.27  hereof.
     --------

     (j)     Disclosure  Documents.  The  Disclosure  Documents taken as a whole
             ---------------------
are accurate in all material respects and do not contain any untrue statement of
a  material  fact  or omit to state any material fact necessary in order to make
the statements made therein, in light of the circumstances under which they were
made,  not  misleading.

     (k)     Manner  of  Offering.  Assuming the Purchaser's representations and
             --------------------
warranties  contained in Section 3.2 are true and correct (a) the Securities are
being  offered  and  sold  to  the  Purchaser  without  registration  under  the
Securities  Act in a private placement that is exempt from registration pursuant
to Rule 504 of Regulation D of the Securities Act and without registration under
the Colorado Securities Act of the Colorado Revised Statues (the "Colorado Act")
                                                                  ------------
in reliance upon the exemption provided by Section 11-51-308 of the Colorado Act
and  regulation  51-3.13B  promulgated  thereunder;  and  (b)  accordingly,  the
Securities  are  being  issued  without  restriction  and  may  be freely traded
pursuant  to  Rule  504  of  Regulation  D  of  the  Securities  Act.

     (l)     Non-Registered Offering.  Neither the Company nor any Person acting
             -----------------------
on  its behalf has taken or will take any action (including, without limitation,
any  offering  of  any securities of the Company under circumstances which would
require  the  integration  of  such offering with the offering of the Securities
under  the Securities Act) which might subject the offering, issuance or sale of
the  Securities  to the registration requirements of Section 5 of the Securities
Act.


<PAGE>

     (m)     Not a Reporting Company; Eligibility to use Exemption under 504(b).
             ------------------------------------------------------------------
The  Company  is  not  subject  to  the  reporting requirements of Section 13 or
Section  15(d)  of  the  Exchange  Act.  The Company has not sold any securities
under  Rule  504(b) in the last twelve months.  The Company is eligible to issue
securities  exempt  from  registration  pursuant  to  Rule  504  of Regulation D
promulgated  under  the  Securities  Act.  The  Company  is  a development stage
company  that  has  a  specific  business plan that is other than to engage in a
merger  or  acquisition  with  an  unidentified  company  or  companies.

     (n)     No  Undisclosed  Liabilities.  Except  for  the  transactions
             ----------------------------
contemplated  in  this Agreement and the Merger Agreement, there are no material
liabilities  of  OS,  whether  absolute,  accrued,  contingent  or  otherwise.
The  Purchaser  acknowledges and agrees that the Company makes no representation
or warranty with respect to itself or the transactions contemplated hereby other
than  those  specifically  set  forth  in  Section  3.1  hereof.
                                           ------------

     3.2     Representations  and  Warranties  of  the Purchaser.  The Purchaser
             ---------------------------------------------------
hereby  represents  and  warrants  to  the  Company  as  follows:

     (a)     Organization;  Authority.  The  Purchaser  is  a  limited liability
             ------------------------
company, duly organized, validly existing and in good standing under the laws of
Colorado  with the requisite power and authority to enter into and to consummate
the  transactions contemplated hereby and by the other Transaction Documents and
otherwise  to  carry  out  its  obligations  hereunder  and  thereunder.  The
acquisition  of  the  Debentures  to be purchased by the Purchaser hereunder has
been duly authorized by all necessary action on the part of the Purchaser.  This
Agreement  has been duly executed and delivered by the Purchaser and constitutes
the  valid  and legally binding obligation of the Purchaser, enforceable against
it in accordance with its terms, except as such enforceability may be limited by
applicable  bankruptcy,  insolvency,  reorganization, moratorium or similar laws
relating  to,  or  affecting  generally the enforcement of, creditors rights and
remedies  or  by  other  general  principles  of  equity.

     (b)     Investment Intent.  The Purchaser is acquiring the Debentures to be
             -----------------
purchased  by  it  hereunder, and will acquire the Underlying Shares relating to
such Debentures, for its own account for investment purposes only and not with a
view to or for distributing or reselling such Debentures or Underlying Shares or
any  part  thereof  or  interest  therein,  without  prejudice, however, to such
Purchaser's  right, subject to the provisions of this Agreement, at all times to
sell  or  otherwise  dispose of all or any part of such Debentures or Underlying
Shares  in  compliance  with  applicable  federal  and  state  securities  laws.

     (c)     Purchaser  Status.  At  the  time  the  Purchaser  was  offered the
             -----------------
Debentures  to be acquired by it hereunder, it was, at the date hereof it is and
at  the  Post-Closing  it  will  be  an "accredited investor" as defined in Rule
501(a)  under  the  Securities  Act.  Purchaser  is  a  resident in the State of
Colorado  and  no  other  jurisdiction.

     (d)     Experience  of  Purchaser.  The Purchaser, either alone or together
             -------------------------
with  its  representatives, has such knowledge, sophistication and experience in
business  and financial matters so as to be capable of evaluating the merits and


<PAGE>

risks of an investment in the Securities to be acquired by it hereunder, and has
so  evaluated  the  merits  and  risks  of  such  investment.

     (e)     Ability  of Purchaser to Bear Risk of Investment.  The Purchaser is
             ------------------------------------------------
able to bear the economic risk of an investment in the Securities to be acquired
by  it hereunder and, at the pre-sent time, is able to afford a complete loss of
such  investment.

     (f)     Prohibited  Transactions.  The  securities  to  be  acquired by the
             ------------------------
Purchaser  hereunder  are  not  being acquired, directly or indirectly, with the
assets of any "employee benefit plan," within the meaning of Section 3(3) of the
Employment  Retirement  Income  Security  Act  of  1974,  as  amended.

     (g)     Access  to  Information.  The Purchaser acknowledges receipt of the
             -----------------------
Disclosure  Documents and further acknowledges that it has been afforded (i) the
opportunity  to ask such questions as it has deemed necessary of, and to receive
answers from, representatives of the Company concerning the terms and conditions
of  the Securities and the merits and risks of investing in the Securities; (ii)
access  to  information about the Company and the Company's financial condition,
results of operations, business, properties, management and prospects sufficient
to  enable  it  to  evaluate  its  investment  in  the Securities; and (iii) the
opportunity to obtain such additional information which the Company possesses or
can  acquire without unreasonable effort or expense that is necessary to make an
informed  investment  decision  with respect to the investment and to verify the
accuracy  and  completeness  of  the  information  contained  in  the Disclosure
Documents.

     (h)     Reliance.  The  Purchaser understands and acknowledges that (i) the
             --------
Debentures  being  offered  and  sold to it hereunder are being offered and sold
without  registration  under  the  Securities Act in a private placement that is
exempt  from the registration provisions of the Securities Act under Rule 504 of
Regulation  D  under  the  Securities  Act  and  (ii)  the  availability of such
exemption  depends  in part on, and that the Company will rely upon the accuracy
and  truthfulness  of,  the  foregoing representations and such Purchaser hereby
consents  to  such  reliance.
     The  Company  acknowledges  and  agrees  that  the  Purchaser  makes  no
representations  or  warranties  with  respect  to the transactions contemplated
hereby  other  than  those  specifically  set  forth  in  this  Section  3.2.
                                                                ------------

                                   ARTICLE IV

                         OTHER AGREEMENTS OF THE PARTIES

     4.1     Manner  of  Offering.  The  Securities are being issued pursuant to
             --------------------
Rule  504  (b)  of  Regulation  D of the Securities Act.  The Securities will be
exempt  from restrictions on transfer, and will carry no restrictive legend with
respect  to  the  exemption  from  registration  under  the Securities Act.  The
Company  will use its best efforts to insure that it takes no actions that would
jeopardize the availability of the exemption from registration under Rule 504(b)
for the Securities and, if for any reason such exemption becomes unavailable due
to  the  Company's  action  or  failure  to  act,  the  Company  shall cause the

<PAGE>


Securities  to  be  registered  under  the Securities Act as required by Section
                                                                         -------

     4.2     Furnishing of Information. As long as the Purchaser owns any of the
             ---------------------------
Securities,  and  unless  and  until  the  Securities are assumed by HWWI or the
Company  becomes  subject  to  the reporting requirements under Section 13(a) or
15(b)  of  the  Exchange Act, the Company will promptly furnish to the Purchaser
financial  information  similar  to  that  required to be reported in annual and
quarterly  reports comparable to those required by Section 13(a) or 15(d) of the
Exchange  Act  (the  "Non-Public  Filings").
                      -------------------

     4.3     Notice  of  Certain  Events.  The  Company  shall,  on a continuing
             ---------------------------
basis,  as  long  as  the  Purchaser  owns any of the Securities, (i) advise the
Purchaser  promptly  after  obtaining  knowledge  of,  and,  if requested by the
Purchaser,  confirm  such  advice  in  writing, of (A) the issuance by any state
securities  commission  of  any  stop  order  suspending  the  qualification  or
exemption  from  qualification  of  the  Securities, for offering or sale in any
jurisdiction,  or the initiation of any proceeding for such purpose by any state
securities commission or other regulatory authority, or (B) any event that makes
any  statement  of  a material fact made by the Company in Section 3.1 or in the
                                                           -----------
Disclosure  Documents  untrue or that requires the making of any additions to or
changes  in  Section  3.1  or  in  the Disclosure Documents in order to make the
             ------------
statements  therein,  in  each  case  at the time such Disclosure Documents were
delivered  to  the  Purchaser  and in the light of the circumstances under which
they  were  made,  not  misleading,  (ii)  use  its commercially reasonable best
efforts  to  prevent  the  issuance  of  any  stop order or order suspending the
qualification  or exemption from qualification of the Securities under any state
securities  or  Blue  Sky  laws,  and  (iii) if at any time any state securities
commission  or  other  regulatory  authority shall issue an order suspending the
qualification  or  exemption from qualification of the Securities under any such
laws,  use  its commercially reasonable best efforts to obtain the withdrawal or
lifting  of  such  order  at  the  earliest  possible  time.

     4.4     Copies and Use of Disclosure Documents and Non-Public Filings.  The
             -------------------------------------------------------------
Company  (or,  following  the  Post-Closing,  HWWI) shall furnish the Purchaser,
without  charge,  as  many copies of the Disclosure Documents and the Non-Public
Filings  and  any  amendments  or  supplements  thereto  as  the  Purchaser  may
reasonably request.  The Company consents to the use of the Disclosure Documents
and  the Non-Public Filings and any amendments and supplements to any of them by
the  Purchaser  in  connection  with  resales  of  the  Securities.

     4.5     Modification to Disclosure Documents. If any event shall occur as a
             ---------------------------------------
result  of which, in the reasonable judgment of the Company or the Purchaser, it
becomes  necessary  or  advisable  to  amend or supplement any of the Disclosure
Documents  or the Non-Public Filings in order to make the statements therein, at
the  time  such Disclosure Documents or the Non-Public Filings were delivered to
the  Purchaser and in the light of the circumstances under which they were made,
not  misleading,  or  if  it becomes necessary to amend or supplement any of the
Disclosure  Documents  or  the Non-Public Filings to comply with applicable law,
the  Company  shall  as  soon as practicable prepare an appropriate amendment or
supplement  to  each such document in form and substance reasonably satisfactory
to  both  the  Purchaser  and Company so that (i) as so amended or supplemented,
each such document will not include an untrue statement of material fact or omit
to  state  a material fact necessary in order to make the statements therein, in
the  light  of  the  circumstances  existing  at the time it is delivered to the


<PAGE>

Purchaser,  not  misleading and (ii) the Disclosure Documents and the Non-Public
Filings  will  comply  with  applicable  law  in  all  material  respects.

     4.6     Blue Sky Laws. The Company shall  cooperate  with  the Purchaser in
             ---------------
connection  with  the  exemption  from  registration of the Securities under the
securities  or Blue Sky laws of such jurisdictions as the Purchaser may request;
provided,  however,  that  the  Company  shall  be  not  required  in connection
--------   -------
therewith  to  (a)  qualify  as  a foreign corporation where they are not now so
qualified,  or  (b)  submit  to  taxation  or general service of process in such
jurisdiction.  The  Company  agrees that it will execute all necessary documents
and  pay all necessary state filing or notice fees to enable the Company to sell
the  Securities  to  the  Purchaser.

     4.7     Integration. The Company shall not and shall use its best efforts
             -----------
to  ensure that no Affiliate shall sell, offer for sale or solicit offers to buy
or  otherwise  negotiate  in respect of any security (as defined in Section 2 of
the  Securities  Act)  that  would  be  integrated with the offer or sale of the
Securities  in a manner that would require the registration under the Securities
Act  of  the  sale  of  the  Securities  to  the  Purchaser.

     4.8     Furnishing of Rule 144(c) Materials. The Company shall, for so long
             ------------------------------------
as any of the Securities  remain  outstanding and during any period in which the
Company  is  not  subject  to  Section  13  or  15(d)  of the Exchange Act, make
available  to any registered holder of the Securities ("Holder" or "Holders") in
connection  with  any  sale  thereof  and  any  prospective  purchaser  of  such
Securities  from such Person, such information in accordance with Rule 144(c)(2)
promulgated under the Securities Act as is required to sell the Securities under
Rule  144  promulgated  under  the  Securities  Act.

     4.9     Solicitation  Materials.  The  Company  shall  not  (i)  distribute
             -----------------------
any  offering  materials  in  connection  with  the  offering  and  sale  of the
Debentures  or the Underlying Shares other than the Disclosure Documents and any
amendments  and  supplements  thereto  prepared  in  compliance herewith or (ii)
solicit  any  offer  to  buy  or sell the Debentures or the Underlying Shares by
means  of  any  form  of  general  solicitation  or  advertising.

     4.10     Subsequent Financial Statements.  (a) Until the Post-Closing Date,
              ---------------------------------
if  not otherwise publicly available, upon the written request of Purchaser, the
Company  shall  promptly  furnish  to  the  Purchaser  a  copy  of all financial
statements  for  any  period  subsequent  to the period covered by the financial
statements included in the Disclosure Documents until the full conversion of the
Debentures.

     (b)  After the Post-Closing Date, if not otherwise publicly available, upon
written  request  of  Purchaser,  HWWI shall promptly furnish to the Purchaser a
copy  of  all financial statements relating to HWWI for any period subsequent to
the  period  covered  by  the  financial  statements  included in the Disclosure
Documents  until  the  full  conversion  of  the  Debentures.

     4.11     Prohibition  on Certain Actions.  From the date hereof through the
              -------------------------------
Post-Closing  Date,  the Company shall not, without the prior written consent of
the  Purchaser,  (i) amend its certificate or articles of incorporation, by-laws
or  other  charter  documents  so  as  to  adversely  affect  any  rights of the
Purchaser;  (ii)  split,  combine  or  reclassify its outstanding capital stock;
(iii)  declare,  authorize,  set aside or pay any dividend or other distribution
with respect to the Common Stock; (iv) redeem, repurchase or offer to repurchase
or  other-wise  acquire  shares  of  its  Common  Stock;  or  (v) enter into any
agreement  with respect to any of the foregoing other than the Merger Agreement.

     4.12     Listing of Common Stock. Until the Post-Closing Date, if the
              --------------------------
Common  Stock  shall  become  listed  on  the  OTCBB or on another exchange, the
Company  shall  (a) use its commercially reasonable best efforts to maintain the
listing  of  its  Common  Stock on the OTCBB or such other exchange on which the
Common Stock is then listed until expiration of each of the periods during which
the  Debentures may be converted and (b) shall provide to the Purchaser evidence
of  such  listing.  After  the Post-Closing Date, the references in this Section
4.12  to  Company  and  Common  Stock shall be deemed references to HWWI and the
common  stock  of  HWWI,  respectively.

     4.13     Escrow.  The  Company  and  the Purchaser agree to execute and
              ------
deliver,  simultaneously  with the execution and delivery of this Agreement, the
escrow  agreement attached hereto and made part hereof as EXHIBIT F (the "Escrow
                                                          ---------       ------
Agreement"),  and  to  issue  into escrow (A) the certificates to be held by the
---------
Escrow  Agent,  registered  in  the  name  of  the  Purchaser  and  without  any
restrictive legend of any kind, pursuant to the terms of such escrow and (B) the
Note.

     4.14     Conversion Procedures; Maintenance of Escrow Shares. (a) EXHIBIT E
              ----------------------------------------------------     ---------
attached hereto and made a part hereof sets forth the procedures with respect to
the conversion of the Debentures, including the forms of Notice of Conversion to
be provided upon conversion instructions as to the procedures for conversion and
such other information and instructions as may be reasonably necessary to enable
the Purchaser or its permitted transferee(s) to exercise the right of conversion
smoothly  and  expeditiously.

     (b)  The  Company  agrees  that,  at  any  time the conversion price of the
Debentures  is  such that the number of Escrow Shares for the Debentures is less
than  200%  of  the  number  of  shares  of Common Stock that would be needed to
satisfy  full  conversion  of all of such Debentures then outstanding, given the
then  current  conversion  price  (the  "Full Conversion Shares"), upon five (5)
                                         ----------------------
Business  Days  written  notice  of  such  circumstance  to  the  Company by the
Purchaser  and/or  the  Escrow  Agent,  the Company shall issue additional share
certificates  in  the  name of the Purchaser and/or its assigns in denominations
specified  by the Purchaser, and deliver same to the Escrow Agent, such that the
new  number  of Escrow Shares with respect to the Debentures is equal to 200% of
the  Full  Conversion  Shares.

     4.15     Attorney-in-Fact.  To  effectuate the terms and provisions of this
              ----------------
Agreement,  the Escrow Agreement and the Note, the Company hereby agrees to give
a  power of attorney as is evidenced by EXHIBIT G annexed hereto.  All acts done
                                        ---------
under  such  power  of attorney are hereby ratified and approved and neither the
Attorney-in-Fact  nor any designee or agent thereof shall be liable for any acts
of  commission or omission, for any error of judgment or for any mistake of fact
or  law,  as  long  as the Attorney-in-Fact is operating within the scope of the
power  of  attorney and this Agreement and its exhibits.  The power of attorney,
being coupled with an interest, shall be irrevocable while any of the Debentures


<PAGE>

remain  unconverted  or  any  portion  of this Agreement or the Escrow Agreement
remains  unsatisfied.  In  addition, the Company shall give the Attorney-in-Fact
resolutions  executed  by  the Board of Directors of the Company which authorize
transfers  of  the Debentures, future issuances of the Underlying Shares for the
Debentures,  and  which resolutions state that they are irrevocable while any of
the  Debentures  remain  unconverted,  or  any  portion of this Agreement or the
Escrow  Agreement  remains  unsatisfied.

     4.16     Indemnification.
              ---------------

     (a)     Indemnification

               (i)  The  Company  shall,  notwithstanding  termination  of  this
Agreement,  indemnify  and  hold  harmless  the  Purchaser  and  its  officers,
directors,  agents,  employees  and  affiliates,  each  Person  who controls the
Purchaser  (within the meaning of Section 15 of the Securities Act or Section 20
of  the  Exchange  Act) (each such Person, a "Control Person") and the officers,
                                              ---------------
directors,  agents, employees and affiliates of each such Control Person, to the
fullest extent permitted by applicable law, from and against any and all losses,
claims,  damages,  liabilities,  costs  (including, without limitation, costs of
preparation  and  reasonable  attorneys'  fees)  and  expenses  (collectively,
"Losses"),  as incurred, arising out of, or relating to, a breach or breaches of
-------
any  representation,  warranty,  covenant or agreement by the Company under this
Agreement  or  any  other  Transaction  Document.

               (ii)  The  Purchaser  shall,  notwithstanding termination of this
Agreement,  indemnify  and  hold  harmless the Company, its officers, directors,
agents  and  employees,  each  Control  Person  of the Company and the officers,
directors,  agents  and  employees of each Control Person, to the fullest extent
permitted  by  applicable law, from and against any and all Losses, as incurred,
arising  out  of,  or  relating  to, a breach or breaches of any representation,
warranty,  covenant  or  agreement  by the Purchaser under this Agreement or any
other  Transaction  Documents.

     (b)     Conduct of Indemnification Proceedings.  If any Proceeding shall be
             --------------------------------------
brought  or  asserted  against  any  Person  entitled to indemnity hereunder (an
"Indemnified  Party"),  such  Indemnified Party promptly shall notify the Person
     --------------
from  whom  indemnity  is  sought (the "Indemnifying Party") in writing, and the
                                        ------------------
Indemnifying Party shall assume the defense thereof, including the employment of
counsel  reasonably satisfactory to the Indemnified Party and the payment of all
fees  and  expenses  incurred in connection with defense thereof; provided, that
the  failure  of any Indemnified Party to give such notice shall not relieve the
Indemnifying Party of its obligations or liabilities pursuant to this Agreement,
except  (and  only) to the extent that it shall be finally determined by a court
of  competent  jurisdiction  (which  determination  is  not subject to appeal or
further  review)  that  such  failure  shall  have  proximately  and  materially
adversely  prejudiced  the  Indemnifying  Party.

          An  Indemnified  Party shall have the right to employ separate counsel
in  any  such]  Proceeding  and  to participate in, but not control, the defense
thereof,  but  the  fees and expenses of such counsel shall be at the expense of
such  Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed
to  pay  such fees and expenses; or (2) the Indemnifying Party shall have failed
promptly  to  assume  the  defense  of  such  Proceeding  and  to employ counsel
reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3)
the named parties to any such Proceeding (including any impeded parties) include
both  such  Indemnified  Party  and the Indemnifying Party, and such Indemnified


<PAGE>

Party  shall  have been advised by counsel that a conflict of interest is likely
to  exist  if  the same counsel were to represent such Indemnified Party and the
Indemnifying  Party  (in  which  case,  if  such  Indemnified Party notifies the
Indemnifying  Party  in writing that it elects to employ separate counsel at the
expense  of  the  Indemnifying  Party, the Indemnifying Party shall not have the
right  to assume the defense of the claim against the Indemnified Party but will
retain the right to control the overall Proceedings out of which the claim arose
and  such  counsel  employed  by  the  Indemnified  Party  shall  be  reasonably
acceptable  to  the  Indemnifying  Party  and  shall  be  at  the expense of the
Indemnifying  Party).  The  Indemnifying  Party  shall  not  be  liable  for any
settlement  of  any  such  Proceeding  effected without its written consent.  No
Indemnifying  Party  shall, without the prior written consent of the Indemnified
Party,  effect  any settlement of any pending Proceeding in respect of which any
Indemnified  Party  is a party, unless such settlement includes an unconditional
release  of  such  Indemnified  Party  from all liability on claims that are the
subject matter of such Proceeding, provided, however, the Indemnifying Party may
                                   --------  -------
settle  or  compromise  any  asserted  liability  without  the  consent  of  the
Indemnitee  so long as such settlement or compromise releases the Indemnitee and
does  not  include  any  admission or statement of fault against the Indemnitee.
          All  fees  and  expenses  of  the  Indemnified  Party  to  which  the
Indemnified  Party is entitled hereunder (including reasonable fees and expenses
to  the  extent incurred in connection with investigating or preparing to defend
such Proceeding in a manner not inconsistent with this Section) shall be paid to
the  Indemnified  Party,  as  incurred, within ten (10) Business Days of written
notice  thereof  to  the  Indemnifying  Party.
     No  right  of indemnification under this Section 4.16 shall be available as
                                                      ----
to  a  particular  Indemnified Party if there is a non-appealable final judicial
determination  that  such  Losses  arise  solely  or  substantially  out  of the
negligence  or bad faith of such Indemnified Party in performing the obligations
of  such  Indemnified Party under this Agreement or a breach by such Indemnified
Party  of  its  obligations  under  this  Agreement.

     (c)     Contribution.  If a claim for indemnification under Section 4.16(a)
             ------------                                                ----
is  unavailable  to  an  Indemnified  Party  or  is  insufficient  to  hold such
Indemnified  Party harmless for any Losses in respect of which this Section 4.16
                                                                            ----
would  apply  by  its terms (other than by reason of exceptions provided in this
Section  4.16),  then  each  Indemnifying  Party,  in  lieu of indemnifying such
         ----
Indemnified  Party,  shall  contribute  to  the  amount  paid or payable by such
Indemnified  Party  as  a  result  of  such  Losses  in  such  proportion  as is
appropriate  to reflect the relative benefits received by the Indemnifying Party
on the one hand and the Indemnified Party on the other and the relative fault of
the  Indemnifying  Party and Indemnified Party in connection with the actions or
omissions  that  resulted in such Losses as well as any other relevant equitable
considerations.   The  relative fault of such Indemnifying Party and Indemnified
Party shall be determined by reference to, among other things, whether there was
a judicial determination that such Losses arise in part out of the negligence or
bad  faith  of  the  Indemnified  Party  in  performing  the obligations of such
Indemnified  Party under this Agreement or the Indemnified Party's breach of its
obligations  under  this  Agreement.  The amount paid or payable by a party as a
result  of any Losses shall be deemed to include any attorneys' or other fees or
expenses  incurred by such party in connection with any Proceeding to the extent
such  party  would  have  been  indemnified  for  such  fees  or expenses if the
indemnification  provided  for  in  this  Section  was  available to such party.


<PAGE>

     (d)     Non-Exclusivity.  The  indemnity  and  contribution  agreements
             ---------------
contained  in  this  Section are in addition to any obligation or liability that
the  Indemnifying  Parties  may  have  to  the  Indemnified  Parties.

     4.17     Exclusivity.  During  the  four  month  period  commencing  on the
              -----------
Post-Closing Date (the "Restriction Period"), (A) except for the First Debenture
                        ------------------
B,  the  Company and its Affiliates shall not issue or offer (i) any convertible
security  with  a floating rate or a fixed conversion rate less than or equal to
the  Fixed Conversion Price in the First Debentures and (ii) any security issued
pursuant  to  Rule  504 of Regulation D promulgated under the Securities Act and
(B)  the  Company and its Affiliates shall not offer any equity lines of credit.
The  Company  may  request that the restrictions in this Section 4.17 be waived.
Except as specifically set forth above, the Company may engage in any other debt
or  equity  financing  during  the  Restriction  Period.

     4.18     Purchaser's  Ownership of Common Stock.  In addition to and not in
              --------------------------------------
lieu  of  the  limitations  on  conversion  set  forth  in  the  Debentures, the
conversion rights of the Purchaser set forth in the Debentures shall be limited,
solely  to  the  extent  required,  from  time  to  time,  such that, unless the
Purchaser  gives  written  notice  75  days  in  advance  to  the Company of the
Purchaser's  intention to exceed the Limitation on Conversion as defined herein,
with  respect  to  all  or  a  specified  amount  of  the  Debentures  and  the
corresponding number of the Underlying Shares in no instance shall the Purchaser
(singularly,  together  with  any  Persons  who  in  the  determination  of  the
Purchaser,  together  with  the Purchaser, constitute a group as defined in Rule
13d-5  of  the Exchange Act) be entitled to convert the Debentures to the extent
such conversion would result in the Purchaser beneficially owning more than five
percent  (5%)  of  the  outstanding  shares of Common Stock of the Company.  For
these  purposes,  beneficial  ownership  shall  be  defined  and  calculated  in
accordance  with  Rule  13d-3, promulgated under the Exchange Act (the foregoing
being  herein referred to as the "Limitation on Conversion"); provided, however,
                                  ------------------------    --------  -------
that  the  Limitation  on  Conversion shall not apply to any forced or automatic
conversion  pursuant  to this Agreement or the Debentures; and provided, further
                                                               --------  -------
that  if  the  Purchaser  shall have declared an Event of Default and, if a cure
period  is  provided,  the  Company shall not have properly and fully cured such
Event  of  Default  within  any such cure period, the provisions of this Section
4.18  shall  be  null  and  void  from  and after such date.  The Company shall,
promptly  upon  its  receipt of a Notice of Conversion tendered by the Purchaser
(or  its  sole designee) for the Debentures, as applicable, notify the Purchaser
by  telephone  and by facsimile (the "Debenture Notice") of the number of shares
                                      ----------------
of  Common  Stock  outstanding on such date and the number of Underlying Shares,
which  would be issuable to the Purchaser (or its sole designee, as the case may
be)  if  the  conversion requested in such Notice of Conversion were effected in
full  and the number of shares of Common Stock outstanding giving full effect to
such  conversion  whereupon,  in accordance with the Debentures, notwithstanding
anything  to  the  contrary  set  forth in the Debentures, the Purchaser may, by
notice  to  the  Company  within  one  (1)  Business  Day  of its receipt of the
Debenture Notice by facsimile, revoke such conversion to the extent (in whole or
in part) that such Purchaser determines that such conversion would result in the
ownership  by  such  Purchaser  of  shares  of  Common  Stock  in  excess of the
Limitation  on  Conversion.  The Debenture Notice shall begin the 75 day advance
notice  required  in  this  Section  4.18.

4.19     Purchaser's  Rights  if  Trading  in Common Stock is Suspended.  If the
         --------------------------------------------------------------
Common  Stock is listed on any exchange, then at any time after the Post-Closing
if  trading  in  the shares of the Common Stock is suspended (and not reinstated


<PAGE>

within  ten  (10)  Trading Days) on such stock exchange or market upon which the
Common  Stock  is  then  listed  for  trading  (other  than  as  a result of the
suspension  of  trading  in  securities  on  such  market generally or temporary
suspensions pending the release of material information), or the Common Stock is
delisted from the OTCBB (and not reinstated within ten (10) Trading Days), then,
at  the  option  of  the  Purchaser  exercisable by giving written notice to the
Company  (the "Redemption Notice"), the Company shall redeem, as applicable, all
               -----------------
of the Debentures and Underlying Shares owned by such Purchaser within seven (7)
Business  Days  at  an  aggregate  purchase  price  equal  to  the  sum  of:

               (i) the product of (1) the average Per Share Market Value for the
five  (5)  Trading  Days  immediately  preceding  (a) the date of the Redemption
Notice,  (b)  the  date  of  payment  in full of the repurchase price under this
Section  4.19  recalculated  as  of  such  payment date, or (c) the day when the
------------
Common  Stock  was  suspended,  delisted  or  deleted from trading, whichever is
greater,  multiplied  by (2) the aggregate number of Underlying Shares then held
and  owned  by  such  Purchaser;

               (ii)  the  greater  of  (A)  the outstanding principal amount and
accrued  and  unpaid  interest on the Debentures owned by such Purchaser and (B)
the  product  of (1) the average Per Share Market Value for the five (5) Trading
Days  immediately  preceding (a) the date of the Redemption Notice, (b) the date
of payment in full of the repurchase price under this Section 4.19 recalculated
                                                      ------------
as  of  such  payment  date, or (c) the day when the Common Stock was suspended,
delisted  or  deleted  from trading, whichever is greater, and (2) the aggregate
number  of  Underlying  Shares  issuable  upon the conversion of the outstanding
Debentures  then  held  and  owned  by  the  Purchaser  utilizing the conversion
procedures  contained  in  the  Debentures  (without  taking  into  account  the
Limitation  on  Conversion  described  in  Section  4.18  hereof);  and

               (iii)  interest  on  such amounts set forth in (i) and (ii) above
accruing  from  the  seventh (7th) Business Day after the date of the Redemption
Notice  until  the  repurchase price under this Section 4.19 is paid in full, at
the  rate  of  fifteen  percent  (15%)  per  annum;
provided,  however,  if  either  of  the  Note have not been paid in full by the
--------   -------
Purchaser  to the Company (whether or not it is otherwise then due or payable by
its  terms), (i) any payments from the Company to the Purchaser pursuant to this
Section 4.19 will be offset by the principal amount of the Note then not paid in
full  and (ii) "Debentures" shall specifically refer to First Debenture A, First
Debenture  B  and  the  Second  Debenture.

     4.20     No  Violation of Applicable Law.  Notwithstanding any provision of
              -------------------------------
this  Agreement  to  the  contrary,  if  the redemption of the Debentures or the
Underlying  Shares  otherwise  required  under  this Agreement or the Debentures
would  be prohibited by the relevant provisions of Delaware law, such redemption
shall  be effected as soon as it is permitted under such law; provided, however,
                                                              --------  -------
that  interest  payable by the Company with respect to any such redemption shall
accrue  in  accordance  with  Section  4.19.
                              -------------

     4.21     Redemption Restrictions. Notwithstanding any provision  of  this
              ------------------------
Agreement to the contrary, if any redemption of the Debentures or the Underlying
Shares  otherwise  required  under  this  Agreement  or  the Debentures would be
prohibited  in  the absence of consent from any lender to the Company, or by the


<PAGE>

holders  of  any  class  of securities of the Company, the Company shall use its
best  efforts  to  obtain such consent as promptly as practicable after any such
redemption  is  required.  Interest  payable  by the Company with respect to any
such  redemption shall accrue in accordance with Section 4.19 until such consent
                                                 ------------
is  obtained.  Nothing  contained  in  this Section 4.21 shall be construed as a
                                            ------------
waiver by the Purchaser of any rights it may have by virtue of any breach of any
representation  or  warranty  of  the  Company  herein  as to the absence of any
requirement  to  obtain  any  such  consent.

     4.22     No Other Registration Rights.  During the period commencing on the
              ----------------------------
date  hereof and ending on the Post-Closing Date, the Company shall not file any
registration  statement  that  provides for the registration of shares of Common
Stock  to  be  sold by security holders of the Company, other than the Purchaser
and/or  its  respective Affiliates or assigns, without the prior written consent
of  the  Purchaser or its assigns, provided, however, that the limitation on the
right  to  file registration statements contained in this Section 4.22 shall not
                                                          ------------
apply  to registration statements relating solely to (i) employee benefit plans,
notwithstanding  the  inclusion  of  a resale prospectus for securities received
under  any  such  employee  benefit  plan,  or  (ii)  business  combinations not
otherwise  prohibited  by  the  terms of this Agreement or the other Transaction
Documents.  This  registration  restriction  is  in  addition  to  the Company's
registration  restrictions  set  forth  in  Section  4.24.
                                            -------------

     4.23     Merger  or Consolidation.  Until the earlier of (a) the full
              ------------------------
conversion  of  the  Debentures  and (b) the Maturity Date of the Debentures (as
that  term  is  defined  in  the  Debentures), the Company will not, in a single
transaction  or  a  series  of related transactions (other than the Merger), (i)
consolidate  with  or  merge  with  or into any other Person, or (ii) permit any
other  Person  to  consolidate  with or merge into it, unless (w) either (A) the
Company  shall  be  the  survivor  of  such  merger  or consolidation or (B) the
surviving  Person  shall  expressly  assume by supplemental agreement all of the
obligations  of  the  Company under the Debentures, this Agreement and the other
Transaction  Documents;  (x)  immediately  before  and  immediately after giving
effect  to such transactions (including any indebtedness incurred or anticipated
to  be  incurred in connection with the transactions), no Event of Default shall
have occurred and be continuing; (y) if the Company is not the surviving entity,
such  surviving  entity's  common  shares  will be listed on either The New York
Stock  Exchange,  American  Stock  Exchange,  Nasdaq  National  Market or Nasdaq
SmallCap  Market, or the OTCBB on or prior to the closing of such transaction(s)
and  (z)  the  Company  shall  have  delivered  to  the  Purchaser  an officer's
certificate and opinion of counsel, each stating that such consolidation, merger
(other  than  the  Merger)  or  transfer  complies with this Agreement, that the
agreements  relating  to  such  transaction(s) provide that the surviving Person
agrees  to  be bound by this Agreement and that all conditions precedent in this
Agreement  relating  to  such  transaction(s)  have  been  satisfied.

     4.24     Registration of Escrow Shares. (a) So long as the Purchaser and/or
              -----------------------------
its  assigns  owns  any of the Securities and the Underlying Shares would not be
freely  transferable  without  registration,  the  Company  agrees not to file a
registration statement with the SEC without Purchaser's express written consent,
other  than  on  Form 10, Form S-4 (except for a public reoffering or resale) or
Form  S-8  without  first  having  registered  (or simultaneous registering) the
Registrable Securities for resale under the Securities Act and in such states of
the  United  States  as  the  holders  thereof  shall  reasonably  request.


<PAGE>

     (b)  If  the  Company  shall  propose to file with the SEC any registration
statement  other  than  a  Form  10, Form S-4 (except for a public reoffering or
resale)  or  Form  S-8  which  would  cause,  or have the effect of causing, the
Company to become a Reporting Issuer or to take any other action, other than the
sale  of the Debentures to the Purchaser hereunder, the effect of which would be
to  cause  the  Underlying  Shares  to be restricted securities (as such term is
defined in Rule 144 promulgated under the Securities Act), the Company agrees to
give  written notification of such to the holders of the Securities at least two
weeks  prior  to  such  filing  or taking of the proposed action.  If any of the
Securities  are  then  outstanding,  the  Company  agrees  to  include  in  such
registration  statement  the Registrable Securities unless the Underlying Shares
would  be  freely  transferable  upon  conversion of the Debentures without such
registration,  so  as  to  permit  the  public  resale  thereof.

     If  the  registration of which the Company gives notice is for a registered
public  offering  involving  an  underwriting,  the  Company  will so advise the
holders  of  the  Securities.  In such event, these registration rights shall be
conditioned  upon  such  holder's  participation  in  such  underwriting and the
inclusion  of  such  holder's  Registrable Securities in the underwriting to the
extent  provided  herein.  All holders proposing to distribute their Registrable
Securities  through such underwriting shall enter into an underwriting agreement
in  customary  form  with the underwriter selected by the Company.  In the event
that the lead or managing underwriter in its good faith judgment determines that
material  adverse market factors require a limitation on the number of shares to
be underwritten, the underwriter may limit the number of Registrable Securities.
In  such event, the Company shall so advise all holders of securities requesting
registration,  and  the  number of shares of the Registrable Securities that are
entitled  to be included in the registration and underwriting shall be allocated
pro  rata  among  all  holders and other participants, including the Company, in
proportion,  as  nearly as practicable, to the respective amounts of Registrable
Securities  and other securities which they had requested to be included in such
registration statement at the time of filing the registration statement.  If any
holder  disapproves  of  the  terms  of  any  such underwriting, he may elect to
withdraw  therefrom  by  written  notice  to  the  Company  and the underwriter,
provided  such  notice is delivered within sixty (60) days of full disclosure of
such terms to such holder, without thereby affecting the right of such holder to
participate  in  subsequent  offerings  hereunder.

     (c) Notwithstanding the foregoing, if the Company for any reason shall have
taken  any  action,  other  than  the  sale  of  the Debentures to the Purchaser
hereunder,  the  effect of which would be to cause the Registrable Securities to
be  restricted securities (as such term is defined in Rule 144 promulgated under
the  Securities  Act),  the  Company  agrees  to  use its best efforts to file a
registration  statement  with  the  SEC  and  use  its best efforts to have such
registration  statement  declared  effective  by  the SEC which would permit the
public resale of the Registrable Securities under the Securities Act and in such
states  of  the  United  States as the holders thereof shall reasonably request.

     (d)  The  Company agrees to keep any registration required pursuant to this
Section  4.24  continuously  effective  under  the  Securities Act and with such
 ------------
states  of  the United States as the holders of the Registrable Securities shall
reasonably  request  until  the  earlier  of  (i)  the  date on which all of the
Registrable Securities covered by any such registration have been sold, (ii) two
(2) years from the effective date of any such registration, or (iii) the date on
which all of the Registrable Securities may be sold without restriction pursuant
to  Rule  144  of  the  Securities  Act.  All  costs  and  expenses  of any such


<PAGE>

registration  and  related  Blue  Sky  filings  and  maintaining  continuous
effectiveness  of  such  registration and filings shall be borne by the Company,
other  than  underwriters  and  brokers,  fees  and  commissions.

     (e)  The  Escrow  Shares  shall  be  registered  by  the  Company under the
Securities  Act if required by Section 4.29 and subject to the conditions stated
therein.

     (f)  Each  holder  of Registrable Securities agrees to cooperate and assist
the  Company  in  preparing and filing any registration statement required to be
filed  pursuant  to this Agreement, including, without limitation, providing the
Company  with  such information about the holder and answering such questions as
deemed  reasonably  necessary  by  the  Company  in  order  to  complete  such
registration statement.  Until such time as the Company is no longer required to
keep the registration statement effective, each holder of Registrable Securities
agrees  to  immediately  notify  the  Company  of  any change to the information
provided to the Company in connection with the preparation or maintenance of the
registration  statement,  and each such holder agrees to certify to the accuracy
and  completeness  of  all  information  provided  by  it  to the Company or its
representatives  in  connection  with  such  registration  statement.

     4.25     Liquidated  Damages.  The  Company  understands  and agrees that a
              -------------------
breach  by  the Company of Section 4.1, Section 4.24, Section 4.29, Section 4.30
or  an  Event  of  Default  as  contained  in  this  Agreement  and/or any other
Transaction  Document will result in substantial economic loss to the Purchaser,
which  loss will be extremely difficult to calculate with precision.  Therefore,
if,  for  any  reason  the  Company breaches Sections 4.1, Section 4.24, Section
4.29,  Section  4.30 or fails to cure any Event of Default under Section 5.1 (a)
(iii), (v), (vi) and (viii) within the time, if any, given to cure such Event of
Default,  as compensation and liquidated damages for such breach or default, and
not as a penalty, the Company agrees to pay the Purchaser an amount equal to the
Purchase Price and the Purchaser, upon receipt of such payment, shall return any
unconverted  Debentures to the Company.  The Company shall, upon demand, pay the
Purchaser  such  liquidated  damages  by  wire transfer of immediately available
funds to an account designated by the Purchaser.  Nothing herein shall limit the
right  of  the  Purchaser  to  pursue  actual  damages  (less  the amount of any
liquidated  damages received pursuant to the foregoing) for the Company's breach
of  Section  4.1, Section 4.24, Section 4.29, Section 4.30 or failure to cure an
Event  of  Default  under  Section 5.1 (a) (iii) (v) (vi) and (viii), consistent
with  the  terms  of  this  Agreement.  NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED  IN  THIS  AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS, THE COMPANY'S
OBLIGATIONS  UNDER  THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT
OR  THE  OTHER  TRANSACTION  DOCUMENTS.


     4.26     Short  Sales.  The  Purchaser  agrees  it  will not enter into any
              ------------
Short Sales (as hereinafter defined) until the earlier to occur of the date that
the  Purchaser no longer owns the Debentures and the Maturity Date.  For purpose
hereof,  a  "Short Sale" shall mean a sale of Common Stock by the Purchaser that
             ----------
is marked as a short sale and that is made at a time when there is no equivalent
offsetting long position in the Common Stock by the Purchaser.  For the purposes
of  determining  whether  there is an equivalent offsetting long position in the
Common  Stock  held  by  the  Purchaser,  shares  of  Common Stock issuable upon
conversion  of  the  Debentures shall be deemed to be held long by the Purchaser
with  respect  to  the  Underlying  Shares  for  which a Notice of Conversion is


<PAGE>

delivered  within two (2) Trading Days following the Trading Day that such Short
Sale  is  entered  into.

     4.27     Fees.  The  Company  will  pay  the following fees and expenses in
              ----
connection  with the transactions contemplated hereby:  (a) a finder's fee in an
amount  equal  to  ten percent (10%) of the Purchase Price to GEM Advisors, Inc.
(the  "Advisory  Fee"), (b) to G&P (i) legal fees for document production in the
       -------------
amount  of  $20,000  and  (ii) all reasonable out-of-pocket expenses incurred in
connection with such document production and (c) to the Escrow Agent, $5,000 for
the escrow agent fee.  HWWI has already paid $20,000 to G&P.  Unless paid prior,
all  fees  and  expenses  will  be  paid at Post-Closing and the Company and the
Purchaser  hereby  authorize and direct the Escrow Agent to deduct such fees and
expenses  directly  from  escrow prior to distributing any funds to the Company.
Except  with  respect to the fees set forth in part (b) of this Section 4.27 and
                                                                ------------
except  as  otherwise set forth in the Retainer Agreement, all fees and expenses
shall  be  paid  regardless  of whether the transactions contemplated hereby are
closed  or  otherwise completed. Except for the $20,000 already paid to G&P, all
fees  to  be  paid  hereunder  shall  have  no  offsets,  are non-refundable and
non-cancelable.

     4.28     First Debenture B and Note B.  Notwithstanding  anything contained
              ---------------------------------
herein, in the Debentures, or in the Note B to the contrary, the First Debenture
B  shall not accrue interest, shall not be convertible, and shall not be subject
to repayment by the Company at its maturity, and the Note B shall not be due and
payable  and  shall  not  be deemed part of the "Purchase Price" for purposes of
Section  4.25  hereof,  unless  and  until:

               (i)  the  closing bid price per share of the common stock of HWWI
having  been  at  or  above  the Fixed Conversion Price (as defined in the First
Debenture  A) (the "Initial Fixed Conversion Price") for thirty (30) consecutive
                    ------------------------------
Trading  Days  at  any  time  from  the  date hereof until the Maturity Date (as
defined  in  the  First  Debenture  B);  and

               (ii)  the  number  of  Escrow  Shares for the aggregate principal
amount of the Debentures then outstanding and First Debenture B is at least 200%
of  the number of shares of common stock of HWWI that would be needed to satisfy
full  conversion  of  all  such  unconverted  Debentures,

provided,  however,  that if subparagraph (i) is satisfied and subparagraph (ii)
--------   -------
is  not,  HWWI  shall  increase  in  accordance with Section 4.14, the number of
Escrow Shares to cover 200% of the number of shares of common stock of HWWI that
would  be  needed to satisfy full conversion of all of such Debenture; provided,
                                                                       --------
further,  that,  notwithstanding  the foregoing, the First Debenture B shall not
 ------
accrue interest, shall not be convertible, and shall not be subject to repayment
by  the  Company at its maturity, and the Note B shall not be deemed part of the
"Purchase  Price" for purposes of Section 4.25 hereof, unless and until the Note
B  is  paid  in  full  by  the  Purchaser  or  its  successors  and  assigns.

     4.29     Changes  to  Federal  and  State  Securities Laws.   If any of the
              -------------------------------------------------
Securities  require  registration with or approval of any governmental authority
under  any  federal  (including but not limited to the Securities Act or similar
federal  statute  then  in  force)  or  state  law,  or  listing on any national
securities  exchange,  before  they  may  be  resold  or transferred without any
restrictions  on their resale or transfer for reasons including, but not limited
to,  a  material  change  in  Rule  504  of  Regulation  D promulgated under the
Securities  Act  or  a  change  to  the  exemption  for sales made to Accredited
Investors  in the state in which the Purchaser resides, the Company will, at its
expense, (a) as expeditiously as possible cause the Registrable Securities to be
duly  registered  or  approved  or  listed  on  the relevant national securities


<PAGE>

exchange,  as  the  case  may  be,  and  (b) keep such registration, approval or
listing, as the case may be, continuously effective until the earlier of (i) the
date  on  which  all of the Registrable Securities have been sold,  (ii) two (2)
years  from  the  effective  date of any such registration, or (iii) the date on
which all of the Securities may be sold without restriction pursuant to Rule 144
of the Securities Act; subject to the terms and limitations set forth in section
4.24.  The  Registrable  Securities shall be registered by the Company under the
Securities  Act if required by Section 4.24 and subject to the conditions stated
therein.

     4.30     Merger Agreement.  Immediately upon the Effective Date, all of the
              ----------------
transactions  contemplated  by  the Merger Agreement annexed hereto as EXHIBIT C
                                                                       ---------
shall  be  consummated  in  accordance  with  the  terms  thereof.

     4.31     Future  Financing.     If,  at  any time any of the Debentures are
              -----------------
outstanding,  the  Company,  or  its  successors  in  interest  due  to mergers,
consolidations  and/or acquisitions (the "Successors-in-Interest"), is funded an
                                          ----------------------
amount  equal  to  or exceeding Five Million United States Dollars ($5,000,000),
the Company or the Successors-in-Interest, as the case may be, agrees to pay the
Purchaser  an  amount  equal  to  One  Hundred  Fifty Percent (150%) of the then
outstanding  Debentures  (the "Lump Sum Payment").  Upon the Purchaser's receipt
                               ----------------
of  the  Lump  Sum  Payment,  any and all remaining obligations then outstanding
between  the  Company  or  the  Successors-in-Interest,  as the case may be, and
Purchaser  in  connection  with  this Agreement and the Debentures shall be deem
satisfied,  and  the  Agreement  and  the  Debentures shall be terminated.  This
provision  shall  survive  both  Closing  and  Post-Closing.

     4.32     Applicability  of  Agreements  after  Post-Closing.     At  the
              ---------------------------------------------------
Effective Date or upon the consummation of any other merger or other transaction
pursuant  to which the Company's obligations under the Debentures are assumed by
another party (whether or not such assumption is joint and several), the Company
shall  be released from, and have no further obligation pursuant to Sections 4.1
through 4.6, 4.8, 4.10, 4.12, 4.14, 4.16 through 4.27, 4.29 and 4.33 hereof, and
any  reference  to the Company in such sections shall instead be deemed to refer
solely  to  the  party  that  assumes  the  Debentures.

     4.33     Company's  Right  of  Redemption.  In addition to any right of the
              --------------------------------
Company to redeem any unconverted amount of the Debentures, in whole or in parts
set  forth  in  this  Agreement, the Company shall have any redemption right set
forth  in  the  Debentures.


<PAGE>

                                    ARTICLE V

                                   TERMINATION

     5.1     Termination  by the Company or the Purchaser.  This Agreement shall
             --------------------------------------------
be  terminated  as  follows  upon  the occurrence of any of the following events
(each  an  "Event  of  Default"):

     (a)     Automatically  terminated  prior  to  Post-Closing  if:

               (i)  there  shall  be  in  effect  any  statute,  rule,  law  or
regulation,  including  an  amendment to Regulation D or an interpretive release
promulgated  or  issued  thereunder,  that  prohibits  the  consummation  of the
Post-Closing  or  if  the  consummation  of  the  Post-Closing would violate any
non-appealable  final judgment, order, decree, ruling or injunction of any court
of  or  governmental  authority  having  competent  jurisdiction;

               (ii) the Post-Closing shall not have occurred by the Post-Closing
Date  through  no  fault  of  the  Company;

               (iii) the common stock of HWWI is not registered under Section 12
of  the  Exchange  Act;

               (iv)  HWWI  is  not  current  in  its reporting obligations under
Section  13  or  15(d)  of  the  Exchange  Act;

               (v)  an  event occurs prior to the Post-Closing requiring HWWI to
report such event to the SEC on Form 8-K and not otherwise set forth in SCHEDULE
5.1,  provided, however, such event shall only include the following items under
Form  8-K:  Item 1; Item 2 to the extent that any event is reported under Item 2
that  involves  a  change  in  the  nature  of  HWWI's  business; Item 3; Item 4
(provided  further,  that  as  to  Item 4, only if the event requires disclosure
under Item 304 (a)(1)(iv) or under Regulation S-K); Item 9; or Item 12; (vi) the
Company  causes  the  Post-Closing  to  not  occur  by  the  Post-Closing  Date;

               (vii)  trading  in  the  common stock of HWWI has been suspended,
delisted, or otherwise ceased by the Commission or the NASD or other exchange or
the  Nasdaq  (whether  the  National  Market  or  otherwise), except for (a) any
suspension  of  trading  of  limited  duration solely to permit dissemination of
material  information regarding HWWI, and not reinstated within ten (10) Trading
Days and (b) any general suspension of trading for all companies trading on such
exchange  or  market  or  OTCBB;  or

               (viii)  the Company fails to deliver or cause to be delivered the
Debentures and Escrow Shares as required by and by the date set forth in Section
2.2  hereof.

     (b)     Prior to Post-Closing by the Purchaser, by giving written notice of
such  termination  to  the  Company,  if the Company has materially breached any
representation,  warranty,  covenant or agreement contained in this Agreement or
the  other  Transaction  Documents  and such breach is not cured within five (5)
Business  Days  following  receipt  by  the  Company  of  notice of such breach.

     (c)     Prior  to  Post-Closing by the Company, by giving written notice of
such  termination to the Purchaser, if the Purchaser has materially breached any
representation,  warranty,  covenant or agreement contained in this Agreement or
the  other  Transaction  Documents  and such breach is not cured within five (5)
Business  Days  following  receipt  by  the  Purchaser of notice of such breach.


<PAGE>

     5.2     Remedies.  Notwithstanding  anything  else  contained herein to the
             --------
contrary,  if an Event of Default has occurred pursuant to Section 5.1, and only
with  respect  to  Section  5.1(b)  has  not  been  cured within the cure period
provided for therein, the defaulting party shall be deemed in default hereof and
the  non-defaulting  party  shall  be  entitled  to  pursue all available rights
without  further notice.  The defaulting party shall pay all attorney's fees and
costs  incurred in enforcing this Agreement and the other Transaction Documents.
In  addition,  all  unpaid  amounts  shall  accrue interest at a rate of 15% per
annum.
                                   ARTICLE VI

                      LEGAL FEES AND DEFAULT INTEREST RATE

     In  the event any party hereto commences legal action to enforce its rights
under this Agreement or any other Transaction Document, the non-prevailing party
shall  pay  all  reasonable  costs  and  expenses  (including but not limited to
reasonable  attorney's  fees,  accountant's  fees,  appraiser's  fees  and
investigative  fees)  incurred  in  enforcing  such  rights.  In the event of an
uncured  Event  of  Default by any party hereunder, interest shall accrue on all
unpaid  amounts due the aggrieved party at the rate of 15% per annum, compounded
annually.
                                   ARTICLE VII

                                  MISCELLANEOUS

     7.1     Fees  and  Expenses.  Except  as  set  forth in this Agreement each
             -------------------
party  shall pay the fees and expenses of its advisers, counsel, accountants and
other experts, if any, and all other expenses incurred by such party incident to
the  negotiation,  preparation,  execution,  delivery  and  performance  of this
Agreement.  The  Company shall pay the fees of $5,000 to the Escrow Agent as set
forth  in  Section 4.27 hereto and all stamp and similar taxes and duties levied
in  connection  with  the  issuance of the Debentures (and, upon conversion, the
Underlying  Shares) pursuant hereto.  The Purchaser shall be responsible for any
taxes  (other  than  income  taxes) payable by the Purchaser that may arise as a
result  of  the  investment  hereunder  or the transactions contemplated by this
Agreement  or  any  other Transaction Document.  Whether or not the transactions
contemplated hereby and thereby are consummated or this Agreement is terminated.
The  Company  shall  pay (i) all costs, expenses, fees and all taxes incident to
and  in  connection with:  (A) the preparation, printing and distribution of any


<PAGE>

registration  statement  required  hereunder  and all amendments and supplements
thereto  (including, without limitation, financial statements and exhibits), and
all  preliminary  and  final  Blue  Sky  memoranda  and  all  other  agreements,
memoranda,  correspondence  and  other  documents  prepared  and  delivered  in
connection  herewith,  (B)  the issuance and delivery of the Securities, (C) the
exemption  from  registration  of  the  Securities  for  offer  and  sale to the
Purchaser  under the securities or Blue Sky laws of the applicable jurisdiction,
(D) furnishing such copies of any registration statement required hereunder, the
preliminary  and  final prospectuses and all amendments and supplements thereto,
as  may  reasonably  be  requested  for  use  in  connection with resales of the
Securities,  and  (E)  the  preparation  of  certificates  for  the  Securities
(including,  without  limitation, printing and engraving thereof), (ii) all fees
and  expenses  of  counsel and accountants of the Company and (iii) all expenses
and  fees  of  listing  on  securities  exchanges,  if  any.

     7.2     Entire Agreement; Amendments.  This Agreement, together with all of
             -----------------------------
the  Exhibits  and  Schedules annexed hereto, and any other Transaction Document
contain  the  entire  understanding  of  the parties with respect to the subject
matter  hereof  and  supersede  all prior agreements and understandings, oral or
written,  with  respect  to such matters. This Agreement shall be deemed to have
been  drafted  and  negotiated  by both parties hereto and no presumptions as to
interpretation,  construction  or  enforceability  shall  be  made by or against
either  party  in  such  regard.

     7.3     Notices. Any notice, request, demand, waiver, consent, approval, or
             -------
other  communication  which  is  required  or permitted to be given to any party
hereunder  shall  be in writing and shall be deemed to have been duly given only
if  delivered  to  the  party  personally or sent to the party by facsimile upon
electronic  confirmation and receipt (promptly followed by a hard-copy delivered
in  accordance  with  this  Section  7.3)  or  three  days after being mailed by
registered  or  certified  mail  (return  receipt  requested),  with postage and
registration  or  if  sent  by  nationally recognized overnight courier, one day
after being mailed certification fees thereon prepaid, addressed to the party at
its  address  set  forth  below:

               If  to  the  Company,:  OS  MXM,  Inc.
               Prior  to  the  Post-  24351  Pasto  Road,  Suite  B
               Closing  Date:  Dana  Point,  CA  92629
               Attn:  Jehu  Hand,  President
               Tel:  (949)  489-2400
               Fax:  (949)  489-0034

               If  to  Company,
               after  the  Post-Closing
               Date:  OS  MXM,  Inc.
               c/o  Heritage  Worldwide,  Inc.
               210  South  Fourth  Avenue
               Phoenix,  AZ  85003
               Tel:  [              ]
               Fax:  [              ]

               With  a  copy  to:  Gottbetter  &  Partners,  LLP


<PAGE>

               488  Madison  Avenue
               New  York,  NY  10022
               Attn:  Adam  S.  Gottbetter,  Esq.
               Tel:  (212)  400-6900
               Fax:  (212)  400-6901

               If  to  the  Purchaser:  See  SCHEDULE  1  attached  hereto
               With  copies  to:  Gottbetter  &  Partners,  LLP
               488  Madison  Avenue
               New  York,  NY  10022
               Attn:  Adam  S.  Gottbetter,  Esq.
               Tel:  (212)  400-6900
               Fax:  (212)  400-6901

               If  to  Escrow  Agent:  Gottbetter  &  Partners,  LLP
               488  Madison  Avenue
               New  York,  NY  10022
               Attn:  Adam  S.  Gottbetter,  Esq.
               Tel:  (212)  400-6900
               Fax:  (212)  400-6901

or such other address as may be designated hereafter by notice given pursuant to
the  terms  of  this  Section  7.3.
                      ------------

     7.4     Amendments;  Waivers.  No provision of this Agreement may be waived
             --------------------
or  amended  except in a written instrument signed, in the case of an amendment,
by both the Company and the Purchaser, or, in the case of a waiver, by the party
against  whom  enforce-ment  of  any  such  waiver  is sought.  No waiver of any
default  with  respect  to  any  provision,  condition  or  require-ment of this
Agreement shall be deemed to be a continuing waiver in the future or a waiver of
any  other  provision,  condition  or requirement hereof, nor shall any delay or
omission  of  either  party to exercise any right hereunder in any manner impair
the  exercise  of  any  such  right  accruing  to  it  thereafter.

     7.5     Headings. The headings herein are for  convenience  only,  do  not
             --------
constitute  a  part of this Agreement and shall not be deemed to limit or affect
any  of  the  provisions  hereof.

7.6     Successors  and Assigns.  This Agreement shall be binding upon and inure
        -----------------------
to  the  benefit  of  the  parties and their respective successors and permitted
assigns.  This  Agreement  and  any  of  the  rights,  interests  or obligations
hereunder may be assigned by the Purchaser to an accredited investor without the
consent  of  the  Company  as  long  as such assignee agrees to be bound by this
Agreement.  This  Agreement  and  any  of  the  rights, interests or obligations
hereunder  may  not be assigned by the Company without the prior written consent
of  the  Purchaser.  It is agreed that the Company may assign all of the rights,
interests  and  obligations  hereunder to HWWI pursuant to the Merger Agreement.


<PAGE>

     7.7     No Third Party Beneficiaries. This Agreement is  intended  for the
             ----------------------------
benefit  of  the  parties  hereto  and their respective permitted successors and
assigns  and is not for the benefit of, nor may any provision hereof be enforced
by,  any  other  person.

     7.8     Governing  Law;  Venue;  Service  of  Process.  The  parties hereto
             ---------------------------------------------
acknowledge  that  the  transactions  contemplated  by  this  Agreement  and the
exhibits  hereto  bear  a  reasonable  relation  to  the State of New York.  The
parties  hereto  agree  that  the  internal  laws of the State of New York shall
govern  this  Agreement  and the exhibits hereto, including, but not limited to,
all  issues related to usury.  Any action to enforce the terms of this Agreement
or  any of its exhibits shall be brought exclusively in the state and/or federal
courts  situated in the County and State of New York.  Service of process in any
action  by  the  Purchaser to enforce the terms of this Agreement may be made by
serving  a  copy of the summons and complaint, in addition to any other relevant
documents,  by  commercial  overnight  courier  to  the Company at its principal
address  set  forth  in  this  Agreement.

     7.9     Survival. The agreements and  covenants  of  the parties contained
             --------
in  Article  IV  and  this  Article  VII  shall survive the Post-Closing (or any
earlier  termination  of  this  Agreement).

     7.10     Counterpart  Signatures.  This Agreement may be executed in two or
              -----------------------
more  counterparts, all of which when taken together shall be considered one and
the same agreement and shall become effective when counterparts have been signed
by  each  party  and delivered to the other party, it being understood that both
parties  need  not sign the same counterpart. In the event that any signature is
delivered  by  facsimile  transmission,  such signature shall create a valid and
binding  obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile signature
page  were  an  original  thereof.

     7.11     Publicity.  The Company and the Purchaser shall consult with each
              ---------
other  in  issuing any press releases or otherwise making public statements with
respect  to  the  transactions contemplated hereby and neither party shall issue
any  such  press release or otherwise make any such public statement without the
prior  written  consent  of  the  other, which consent shall not be unreasonably
withheld  or  delayed, unless counsel for the disclosing party deems such public
statement  to  be  required  by applicable federal and/or state securities laws.
Except  as  otherwise required by applicable law or regulation, the Company will
not  disclose  to  any  third  party  the  names  of  the  Purchaser.

     7.12     Severability. In case any one or  more  of  the provisions of this
              ------------
Agreement  shall  be  invalid  or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Agreement shall not
in any way be affected or impaired thereby and the parties will attempt to agree
upon  a  valid  and enforceable provision which shall be a reasonable substitute
therefore,  and upon so agreeing, shall incorporate such substitute provision in
this  Agreement.

     7.13     Limitation  of  Remedies. With respect to claims by the Company or
              ------------------------
the  Purchaser  or  any person acting by or through the Company or the Purchaser
for  remedies at law or at equity relating to or arising out of a breach of this
Agreement,  liability,  if  any,  shall, in no event, include loss of profits or
incidental,  indirect,  exemplary, punitive, special or consequential damages of
any  kind.


<PAGE>

     7.14     Omnibus  Provision.  Anything  contained  herein  or  in the other
              ------------------
Transaction  Documents notwithstanding, in the event that the Common Stock shall
become  listed  on  the  American  Stock  Exchange and subsequently ceases to be
listed for trading on the American Stock Exchange, then any reference thereto in
this  Agreement  or  the  other  Transaction  Documents  shall be deemed to be a
reference  to (a) the principal national securities exchange on which the Common
Stock  is  then listed or admitted to trading, or (b) if the Common Stock is not
then  listed or admitted to trading on any national securities exchange, Nasdaq,
or  (c) if the Common Stock is not then listed or admitted to trading on Nasdaq,
OTCBB,  or  (d) if the Common Stock is not then listed or admitted to trading on
OTCBB,  then  the  over-the-counter  market  reported  by the Pinksheets LLC (or
similar organization or agency succeeding to its functions of reporting prices).

                            [SIGNATURE PAGE FOLLOWS]

<PAGE>

IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be duly
executed  as  of  the  date  first  indicated  above.

                                          Company:

                                          OS  MXM,  INC.


                                          By:     ________________________
                                                  Name:  Jehu  Hand
                                                  Title: Chief Executive Officer



                                          Purchaser:

                                          HEM MUTUAL ASSURANCE LLC

                                          By:     ________________________
                                                  Name:     Pierce  Loughran
                                                  Title:     Manager


<PAGE>


                                   Schedule 1

                                  Purchaser(s)
                                  ------------


   Name and Address of Purchaser     Full Amount of Debentures to be Purchased
   -----------------------------     -----------------------------------------
   HEM  Mutual  Assurance  LLC
   One Tabor Center                  $1,000,000
   1200 17th Street
   Suite 1000
   Denver, CO  80202

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