COMMON STOCK PURCHASE AGREEMENT

                                     BETWEEN

                               SVI HOLDINGS, INC.

                                       AND

                         THE INVESTORS SIGNATORY HERETO


         COMMON STOCK PURCHASE AGREEMENT dated as of March 13, 2000 (the
"Agreement"), between the Investors signatory hereto (each an "Investor" and
together the "Investors"), and SVI Holdings, Inc., a corporation organized and
existing under the laws of the State of Nevada (the "Company").


         WHEREAS, the parties desire that, upon the terms and subject to the
conditions contained herein, the Company shall issue and sell to the Investors,
and the Investors shall purchase Three Million Dollars ($3,000,000) of Common
Stock (as defined below).


         WHEREAS, such investments will be made in reliance upon the provisions
of Section 4(2) ("Section 4(2)") and/or 4(6) of the United States Securities Act
and/or Regulation D ("Regulation D") and the other rules and regulations
promulgated thereunder (the "Securities Act"), and/or upon such other exemption
from the registration requirements of the Securities Act as may be available
with respect to any or all of the investments in securities to be made
hereunder.


         NOW, THEREFORE, the parties hereto agree as follows:


                                    ARTICLE I

                               CERTAIN DEFINITIONS


Section 1.1 "CAPITAL SHARES" shall mean the Common Stock and any shares of any
other class of common stock whether now or hereafter authorized, having the
right to participate in the distribution of earnings and assets of the Company.


Section 1.2 "CAPITAL SHARES EQUIVALENTS" shall mean any securities, rights, or
obligations that are convertible into or exchangeable for or give any right to
subscribe for any Capital Shares of the Company or any warrants, options or
other rights to subscribe for or purchase Capital Shares or any such convertible
or exchangeable securities.


Section 1.3 "CLOSING" shall mean each closing of the purchase and sale of the
Common Stock pursuant to Section 2.1.

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Section 1.4 "CLOSING DATE" shall mean the date on which all conditions to the
Closing have been satisfied (as defined in Section 2.1 (b) hereto) and the
Closing shall have occurred.


Section 1.5 "COMMON STOCK" shall mean the Company's common stock, $0.0001 par
value per share.


Section 1.6 "DAMAGES" shall mean any loss, claim, damage, judgment, penalty,
deficiency, liability, costs and expenses (including, without limitation,
reasonable attorney's fees and disbursements and reasonable costs and expenses
of expert witnesses and investigation).


Section 1.7 "EFFECTIVE DATE" shall mean the date on which the SEC first declares
effective a Registration Statement registering the resale of the Registrable
Securities as set forth in the Registration Rights Agreement.


Section 1.8 "ESCROW AGENT" shall have the meaning set forth in the Escrow
Agreement.


Section 1.9 "ESCROW AGREEMENT" shall mean the Escrow Agreement in substantially
the form of EXHIBIT A hereto executed and delivered contemporaneously with this
Agreement.


Section 1.10 "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.


Section 1.11 "INITIAL SHARES" shall mean the Three Million Dollars ($3,000,000)
of Common Stock purchased at the initial Closing.


Section 1.12 "LEGEND" shall mean the legend set forth in Section 9.1.


Section 1.13 "MARKET PRICE" shall mean the average closing price (as reported by
Bloomberg L.P.) of the Common Stock on the Principal Market during the period of
five (5) Trading Days ending on the Trading Day prior to the date in question.


Section 1.14 "MATERIAL ADVERSE EFFECT" shall mean any effect on the business,
operations, properties, prospects or financial condition of the Company that is
material and adverse to the Company and its subsidiaries and affiliates, taken
as a whole, and/or any condition, circumstance, or situation that would prohibit
or otherwise interfere with the ability of the Company to enter into and perform
any of its obligations under this Agreement, the Registration Rights Agreement
and the Escrow Agreement.


Section 1.15 "OUTSTANDING" when used with reference to shares of Common Stock or
Capital Shares (collectively the "Stock"), shall mean, at any date as of which
the number of such Shares is to be determined, all issued and outstanding shares
of Stock, and shall include all such shares of Stock issuable in respect of
outstanding scrip or any certificates representing fractional interests in such
Stock; PROVIDED, HOWEVER, that "Outstanding" shall not mean any such shares of
Stock then directly or indirectly owned or held by or for the account of the
Company.

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Section 1.16 "PERSON" shall mean an individual, a corporation, a partnership, an
association, a trust or other entity or organization, including a government or
political subdivision or an agency or instrumentality thereof.


Section 1.17 "PRINCIPAL MARKET" shall mean the American Stock Exchange, the New
York Stock Exchange, the NASDAQ National or SmallCap Markets, whichever is at
the time the principal trading exchange or market for the Common Stock, based
upon share volume. Principal Market shall not include the OTC Bulletin Board
without the express written consent of the Investor.


Section 1.18 "PURCHASE PRICE" shall mean eighty-six percent (86%) of the Market
Price on the Closing Date.


Section 1.19 "REGISTRABLE SECURITIES" shall mean the Shares until (i) the
Registration Statement has been declared effective by the SEC, and all Shares
have been disposed of pursuant to the Registration Statement, (ii) all Shares
have been sold under circumstances under which all of the applicable conditions
of Rule 144 (or any similar provision then in force) under the Securities Act
("Rule 144") are met, (iii) all Shares have been otherwise transferred to
holders who may trade such shares without restriction under the Securities Act,
and the Company has delivered a new certificate or other evidence of ownership
for such securities not bearing a restrictive legend or (iv) such time as, in
the opinion of counsel to the Company, all Shares may be sold without any time,
volume or manner limitations pursuant to Rule 144(k) (or any similar provision
then in effect) under the Securities Act.


Section 1.20 "REGISTRATION RIGHTS AGREEMENT" shall mean the agreement regarding
the filing of the Registration Statement for the resale of the Registrable
Securities, entered into between the Company and the Investor as of the Closing
Date in the form annexed hereto as EXHIBIT B.


Section 1.21 "REGISTRATION STATEMENT" shall mean a registration statement on
Form S-3 (or on such other form promulgated by the SEC for which the Company
then qualifies and which counsel for the Company shall deem appropriate, and
which form shall be available for the resale by the Investors of the Registrable
Securities to be registered thereunder in accordance with the provisions of this
Agreement, the Registration Rights Agreement and in accordance with the intended
method of distribution of such securities), for the registration of the resale
by the Investor of the Registrable Securities under the Securities Act.


Section 1.22 "REGULATION D" shall have the meaning set forth in the recitals of
this Agreement.


Section 1.23 "REPRICING PRICE" shall mean eighty-six percent (86%) of the Market
Price on the Effective Date.

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Section 1.24 "REPRICED SHARES" shall have the meaning set forth in Section
2.1(a)(ii) of this Agreement.


Section 1.25 "SEC" shall mean the Securities and Exchange Commission.


Section 1.26 SECTION 4(2)" AND "SECTION 4(6)" shall have the meanings set forth
in the recitals of this Agreement.


Section 1.27 "SECURITIES ACT" shall have the meaning set forth in the recitals
of this Agreement.


Section 1.28 "SEC DOCUMENTS" shall mean the Company's latest Form 10-K or 10-KSB
as of the time in question, all Forms 10-Q or 10-QSB and 8-K filed thereafter,
and the Proxy Statement for its latest fiscal year as of the time in question
until such time as the Company no longer has an obligation to maintain the
effectiveness of a Registration Statement as set forth in the Registration
Rights Agreement.


Section 1.29 "SHARES" shall mean the Initial Shares and the Repriced Shares
purchased pursuant to this Agreement.


Section 1.30 "TRADING DAY" shall mean any day during which the Principal Market
shall be open for business.



                                   ARTICLE II

                        PURCHASE AND SALE OF COMMON STOCK


Section 2.1. INVESTMENT.


         (a) Upon the terms and subject to the conditions set forth herein, the
Company agrees to sell, and the Investors, severally and not jointly, agree to
purchase the Shares as follows:


                  (i)      INITIAL CLOSING. Upon satisfaction by the Company of
                           the Closing conditions set forth in Section 2.1(b),
                           the Investors shall purchase Three Million Dollars
                           ($3,000,000) of Common Stock at the Purchase Price.
                           The Investors purchasing in the initial Closing shall
                           deliver to the Escrow Agent immediately available
                           funds in the amounts set forth next to their
                           signatures hereto and the Company shall deliver the
                           Common Stock certificates representing the Initial
                           Shares to the Escrow Agent, to be held by the Escrow
                           Agent pursuant to the Escrow Agreement. Upon
                           satisfaction of the conditions set forth in Section
                           2.1(b), the initial Closing ("Closing") shall occur
                           at the offices of the Escrow Agent at which the
                           Escrow Agent (x) shall release the Initial Shares
                           purchased to the appropriate Investor and (y) shall
                           release the Purchase Price (after all fees have been
                           paid as set forth in the Escrow Agreement), pursuant
                           to the terms of the Escrow Agreement.

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                  (ii)     REPRICE CLOSING. Upon the Effective Date, if the
                           Repricing Price is less than the Purchase Price, then
                           each Investor may request that its Initial Shares be
                           repriced at the Repricing Price by providing
                           facsimile notice to the Company within five (5)
                           Trading Days of the Effective Date ("Repricing
                           Period") concerning the number of Repriced Shares, if
                           any, that the Investor wishes to reprice. Upon
                           receipt of facsimile notice (the Repricing Notice")
                           that Investor wishes to reprice some or all of the
                           Repriced Shares, the Company will issue to Investor
                           within five (5) Trading Days following the Repricing
                           Period the number of additional Shares as determined
                           according to the following formula:


                  ((Purchase Price - Repricing Price) x (No. of Repriced
                  Shares)) / Repricing Price

As a condition to the issuance of the Repriced Shares, the Repricing Notice
shall affirmatively state that such Investor reaffirms the representations and
warranties of such Investor set forth in Article III of this Agreement.

         (b) The initial Closing is subject to the satisfaction or waiver by the
party sought to be benefited thereby of the following conditions:


                  (i)      acceptance and execution by the Company and by the
                           Investors, of this Agreement and all Exhibits hereto;


                  (ii)     delivery into escrow by each Investor of immediately
                           available funds in the amount of the Purchase Price
                           of the Common Stock, as more fully set forth in the
                           Escrow Agreement;


                  (iii)    all representations and warranties of the Investors
                           contained herein shall remain true and correct as of
                           the initial Closing Date (as a condition to the
                           Company's obligations);


                  (iv)     all representations and warranties of the Company
                           contained herein shall remain true and correct as of
                           the initial Closing Date (as a condition to the
                           Investors' obligations);


                  (v)      the Company shall have obtained all permits and
                           qualifications required by any state for the offer
                           and sale of the Common Stock, or shall have the
                           availability of exemptions therefrom;

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<PAGE>

                  (vi)     the sale and issuance of the Common Stock hereunder
                           shall be legally permitted by all laws and
                           regulations to which the Investors and the Company
                           are subject and there shall be no ruling, judgment or
                           writ of any court prohibiting the transactions
                           contemplated by this Agreement;


                  (vii)    delivery of the original fully executed Common Stock
                           certificates to the Escrow Agent;


                  (viii)   delivery to the Escrow Agent of an opinion of Solomon
                           Ward Seidenwurm & Smith, LLP, counsel to the Company,
                           in the form of EXHIBIT C;


                  (ix)     delivery to the Escrow Agent of the Irrevocable
                           Instructions to Transfer Agent in the form attached
                           hereto as EXHIBIT D; and


                  (x)      delivery to the Escrow Agent of the Registration
                           Rights Agreement.


Section 2.2 LIQUIDATED DAMAGES. The parties hereto acknowledge and agree that
the sums payable pursuant to the Registration Rights Agreement shall constitute
liquidated damages and not penalties. The parties further acknowledge that (a)
the amount of loss or damages likely to be incurred is incapable or is difficult
to precisely estimate, (b) the amounts specified in such the Registration Rights
Agreement bear a reasonable proportion and are not plainly or grossly
disproportionate to the probable loss likely to be incurred by the Investors in
connection with the failure by the Company to timely cause the registration of
the Registrable Securities and (c) the parties are sophisticated business
parties and have been represented by sophisticated and able legal and financial
counsel and negotiated this Agreement at arm's length.

                                   ARTICLE III

                   REPRESENTATIONS AND WARRANTIES OF INVESTOR

Each Investor, severally and not jointly, represents and warrants to the Company
that both as of the Closing Date and as of the date such Investor delivers a
Repricing Notice:

Section 3.1 INTENT. The Investor is entering into this Agreement for its own
account and not with a view to or for sale in connection with any distribution
of the Shares. The Investor has no present arrangement (whether or not legally
binding) at any time to sell the Shares to or through any person or entity;
provided, however, that by making the representations herein, except as
contemplated by Section 3.8 below, the Investor does not agree to hold such
securities for any minimum or other specific term and reserves the right to
dispose of the Shares at any time in accordance with federal and state
securities laws applicable to such disposition.


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

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<PAGE>

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


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


Section 3.5 ABSENCE OF CONFLICTS. The execution and delivery of this Agreement
and each agreement which is attached as an Exhibit hereto and executed by the
Investor in connection herewith, and the consummation of the transactions
contemplated hereby and thereby, and compliance with the requirements hereof and
thereof by the Investor, will not violate any law, rule, regulation, order,
writ, judgment, injunction, decree or award binding on Investor or (a) violate
any provision of any indenture, instrument or agreement to which Investor is a
party or is subject, or by which Investor or any of its assets is bound; (b)
conflict with or constitute a material default thereunder; (c) result in the
creation or imposition of any lien pursuant to the terms of any such indenture,
instrument or agreement, or constitute a breach of any fiduciary duty owed by
Investor to any third party; or (d) require the approval of any third-party
(which has not been obtained) pursuant to any material contract, agreement,
instrument, relationship or legal obligation to which Investor is subject or to
which any of its assets, operations or management may be subject.


Section 3.6 DISCLOSURE; ACCESS TO INFORMATION. The Investor has received all
documents, records, books and other publicly available information pertaining to
Investor's investment in the Shares and the Company that have been requested by
the Investor. The Company is subject to the periodic reporting requirements of
the Exchange Act, and the Investor has reviewed copies of all SEC Documents
deemed relevant by Investor.


Section 3.7 MANNER OF SALE. At no time was Investor presented with or solicited
by or through any leaflet, public promotional meeting, television advertisement
or any other form of general solicitation or advertising.


Section 3.8. VOLUME RESTRICTION. On any single day after the Registration
Statement underlying the Shares is declared effective, the Investor agrees not
to sell a number of shares greater than fifteen percent (15%) of the number of
shares held by the Investor for the trading day in which sales were made.

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                                   ARTICLE IV

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Investors that, except as set forth
in the SEC Documents:

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


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


Section 4.3 CAPITALIZATION. The authorized capital stock of the Company consists
of 50,000,000 shares of Common Stock, $0.0001 par value per share, of which
33,059,587 shares are issued and outstanding as of December 31, 1999 and
5,000,000 shares of preferred stock, par value $0.0001, of which none are issued
and outstanding. Except for (i) outstanding options and warrants as set forth in
the SEC Documents, and (ii) as set forth in the Disclosure Schedule, there are
no outstanding Capital Shares Equivalents nor any agreements or understandings
pursuant to which any Capital Shares Equivalents may become outstanding. The
Company is not a party to any agreement granting registration or anti-dilution
rights to any person with respect to any of its equity or debt securities. All
of the outstanding shares of Common Stock of the Company have been duly and
validly authorized and issued and are fully paid and non-assessable.


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

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<PAGE>

Section 4.5 SEC DOCUMENTS. The Company has made available to the Investors true
and complete copies of the SEC Documents. The Company has not provided to the
Investors any information that, according to applicable law, rule or regulation,
should have been disclosed publicly prior to the date hereof by the Company, but
which has not been so disclosed. As of their respective dates, the SEC Documents
complied in all material respects with the requirements of the Exchange Act, and
rules and regulations of the SEC promulgated thereunder and the SEC Documents
did not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading. Except as set forth in the Disclosure Schedule, the financial
statements of the Company included in the SEC Documents complied in all material
respects with applicable accounting requirements and the published rules and
regulations of the SEC or other applicable rules and regulations with respect
thereto at the time of such inclusion. Such financial statements have been
prepared in accordance with generally accepted accounting principles applied on
a consistent basis during the periods involved (except (i) as may be otherwise
indicated in such financial statements or the notes thereto or (ii) in the case
of unaudited interim statements, to the extent they exclude footnotes or may be
condensed or summary statements) and fairly present in all material respects the
financial position of the Company as of the dates thereof and the results of
operations and cash flows for the periods then ended (subject, in the case of
unaudited interim statements, to normal year-end audit adjustments). Neither the
Company nor any of its subsidiaries has any material indebtedness, obligations
or liabilities of any kind (whether accrued, absolute, contingent or otherwise,
and whether due or to become due) that would have been required to be reflected
in, reserved against or otherwise described in the financial statements or in
the notes thereto in accordance with GAAP, which was not fully reflected in,
reserved against or otherwise described in the financial statements or the notes
thereto included in the SEC Documents or was not incurred in the ordinary course
of business consistent with the Company's past practices since the last date of
such financial statements.


Section 4.6 EXEMPTION FROM REGISTRATION; VALID ISSUANCES. Subject to the
accuracy of the Investors' representations in Article III, the sale of the
Shares will not require registration under the Securities Act and/or any
applicable state securities law. Neither the sales of the Shares, pursuant to,
nor the Company's performance of its obligations under, this Agreement, the
Registration Rights Agreement or the Escrow Agreement will (i) result in the
creation or imposition by the Company of any liens, charges or claims or other
encumbrances upon the Shares, except as contemplated herein, any of the assets
of the Company, or (ii) entitle the holders of Outstanding Capital Shares to
preemptive or other rights to subscribe for or acquire the Capital Shares or
other securities of the Company. The Shares shall not subject the Investors to
personal liability to the Company or its creditors by reason of the possession
thereof.

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Section 4.7 NO GENERAL SOLICITATION OR ADVERTISING IN REGARD TO THIS
TRANSACTION. Neither the Company nor to the knowledge of the Company any of its
affiliates or any person acting on its or their behalf (i) has conducted any
general solicitation (as that term is used in Rule 502(c) of Regulation D) or
general advertising with respect to the sale of the Shares or (ii) made any
offers or sales of any security or solicited any offers to buy any security
under any circumstances that would require registration of the Shares under the
Securities Act.


Section 4.8 NO CONFLICTS. Except as set forth in the Disclosure Schedule, the
execution, delivery and performance of this Agreement by the Company and the
consummation by the Company of the transactions contemplated hereby, including
without limitation the issuance of the Shares, do not and will not (i) result in
a violation of the Company's Articles of Incorporation or By-Laws or (ii)
conflict with, or constitute a material default (or an event that with notice or
lapse of time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, any material
agreement, indenture or instrument, or any "lock-up" or similar provision of any
underwriting or similar agreement to which the Company is a party, or (iii)
result in a violation of any federal, state or local law, rule, regulation,
order, judgment or decree (including federal and state securities laws and
regulations) applicable to the Company or by which any material property or
asset of the Company is bound or affected, nor is the Company otherwise in
violation of, conflict with or default under any of the foregoing (except in
each case for such conflicts, defaults, terminations, amendments, accelerations,
cancellations and violations as would not have, individually or in the
aggregate, a Material Adverse Effect). The business of the Company is not being
conducted in violation of any material law, ordinance or regulation of any
governmental entity, except for possible violations that either singly or in the
aggregate would not have a Material Adverse Effect. The Company is not required
under any Federal, state or local law, rule or regulation to obtain any consent,
authorization or order of, or make any filing or registration with, any court or
governmental agency in order for it to execute, deliver or perform any of its
obligations under this Agreement or issue and sell the Shares in accordance with
the terms hereof (other than any SEC or state securities filings that may be
required to be made by the Company subsequent to Closing, any registration
statement that may be filed pursuant hereto); provided that, for purposes of the
representation made in this sentence, the Company is assuming and relying upon
the accuracy of the relevant representations and agreements of the Investors
herein.


Section 4.9 NO MATERIAL ADVERSE CHANGE. Since September 30, 1999, no Material
Adverse Effect has occurred or exists with respect to the Company, except as
disclosed in the SEC Documents or in the Disclosure Schedule.


Section 4.10 NO UNDISCLOSED EVENTS OR CIRCUMSTANCES. Since September 30, 1999,
no event or circumstance has occurred or exists with respect to the Company or
its businesses, properties, prospects, operations or financial condition, that,
under applicable law, rule or regulation, requires public disclosure or
announcement prior to the date hereof by the Company but which has not been so
publicly announced or disclosed in the SEC Documents.

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Section 4.11 NO INTEGRATED OFFERING. Except as set forth in the Disclosure
Schedule, and other than pursuant to an effective registration statement under
the Securities Act, or pursuant to the issuance or exercise of employee stock
options, or pursuant to its discussion with the Investors in connection with the
transactions contemplated hereby, the Company has not issued, offered or sold
its Common Stock, or any securities convertible into or exchangeable or
exercisable for Common Stock within the six-month period next preceding the date
hereof, and the Company shall not permit any of its directors, officers or
affiliates directly or indirectly to take, any action (including, without
limitation, any offering or sale to any Person of the Shares), so as to make
unavailable the exemption from Securities Act registration being relied upon by
the Company for the offer and sale to Investors of the Shares as contemplated by
this Agreement.


Section 4.12 LITIGATION AND OTHER PROCEEDINGS. Except as disclosed in the SEC
Documents or in the Disclosure Schedule, there are no lawsuits or proceedings
pending or, to the knowledge of the Company, threatened, against the Company or
any subsidiary, nor has the Company received any written or oral notice of any
such action, suit, proceeding or investigation, which could reasonably be
expected to have a Material Adverse Effect. Except as set forth in the SEC
Documents, no judgment, order, writ, injunction or decree or award has been
issued by or, to the knowledge of the Company, requested of any court,
arbitrator or governmental agency which could result in a Material Adverse
Effect.


Section 4.13 NO MISLEADING OR UNTRUE COMMUNICATION. The Company and, to the
knowledge of the Company, any person representing the Company or any other
person selling or offering to sell the Shares in connection with the transaction
contemplated by this Agreement, have not made, at any time, any oral
communication in connection with the offer or sale of the same which contained
any untrue statement of a material fact or omitted to state any material fact
necessary in order to make the statements, in the light of the circumstances
under which they were made, not misleading.


Section 4.14 MATERIAL NON-PUBLIC INFORMATION. The Company has not disclosed to
the Investors any material non-public information that (i) if disclosed, would
reasonably be expected to have a material effect on the price of the Common
Stock or (ii) according to applicable law, rule or regulation, should have been
disclosed publicly by the Company prior to the date hereof but which has not
been so disclosed.


Section 4.15 INSURANCE. The Company and each subsidiary maintains property and
casualty, general liability, workers' compensation, environmental hazard,
personal injury and other similar types of insurance with financially sound and
reputable insurers that in the judgment of management of the Company is
adequate, consistent with industry standards and the Company's historical claims
experience. The Company has not received notice from, and has no knowledge of
any threat by, any insurer (that has issued any insurance policy to the Company)
that such insurer intends to deny coverage under or cancel, discontinue or not
renew any insurance policy presently in force.

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Section 4.16. TAX MATTERS.


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


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


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

                                       12
<PAGE>

         (d) For purposes of this Section 4.16:


                  "IRS" means the United States Internal Revenue Service.


                  "TAX" or "TAXES" means federal, state, county, local, foreign,
                  or other income, gross receipts, ad valorem, franchise,
                  profits, sales or use, transfer, registration, excise,
                  utility, environmental, communications, real or personal
                  property, capital stock, license, payroll, wage or other
                  withholding, employment, social security, severance, stamp,
                  occupation, alternative or add-on minimum, estimated and other
                  taxes of any kind whatsoever (including, without limitation,
                  deficiencies, penalties, additions to tax, and interest
                  attributable thereto) whether disputed or not.

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

Section 4.17 PROPERTY. Neither the Company nor any of its subsidiaries hold fee
title to any real property. Except as set forth in the Disclosure Schedule each
of the Company and its subsidiaries has good title to all personal property
owned by it, free and clear of all liens, encumbrances and defects except such
as do not materially affect the value of such property and do not materially
interfere with the use made and proposed to be made of such property by the
Company; and to the Company's knowledge any real property, mineral or water
rights, and buildings held under lease by the Company as tenant are held by it
under valid, subsisting and enforceable leases with such exceptions as are not
material and do not interfere with the use made and intended to be made of such
property, mineral or water rights, and buildings by the Company.


Section 4.18 INTELLECTUAL PROPERTY. To the Company's knowledge, each of the
Company and its subsidiaries owns or possesses adequate and enforceable rights
to use all patents, patent applications, trademarks, trademark applications,
trade names, service marks, copyrights, copyright applications, licenses,
know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures) and other
similar rights and proprietary knowledge (collectively, "Intangibles") necessary
for the conduct of its business as now being conducted. To the Company's
knowledge, except as disclosed in the SEC Documents neither the Company nor any
of its subsidiaries is infringing upon or in conflict with any right of any
other person with respect to any Intangibles. Except as disclosed in the SEC
Documents, no adverse claims have been asserted by any person to the ownership
or use of any Intangibles and the Company has no knowledge of any basis for such
claim.


Section 4.19. REGULATORY COMPLIANCE. The Company has all necessary permits and
licenses and has made all filings to such regulatory bodies to conduct its
business as it is now being conducted, and is not in material violation of any
thereof.


Section 4.20 INTERNAL CONTROLS AND PROCEDURES. The Company maintains books and
records and internal accounting controls which provide reasonable assurance that
(i) all transactions to which the Company or any subsidiary is a party or by
which its properties are bound are executed with management's authorization;
(ii) the recorded accounting of the Company's consolidated assets is compared
with existing assets at regular intervals; (iii) access to the Company's
consolidated assets is permitted only in accordance with management's
authorization; and (iv) all transactions to which the Company or any subsidiary
is a party or by which its properties are bound are recorded as necessary to
permit preparation of the financial statements of the Company in accordance with
U.S. generally accepted accounting principles.

                                       13
<PAGE>

Section 4.21 PAYMENTS AND CONTRIBUTIONS. Neither the Company, nor to its
knowledge any subsidiary, or any of its directors, officers or other employees
has (i) used any Company funds for any unlawful contribution, endorsement, gift,
entertainment or other unlawful expense relating to political activity; (ii)
made any direct or indirect unlawful payment of Company funds to any foreign or
domestic government official or employee; (iii) violated or is in violation of
any provision of the Foreign Corrupt Practices Act of 1977, as amended; or (iv)
made any bribe, rebate, payoff, influence payment, kickback or other similar
payment to any person with respect to Company matters.


Section 4.22 NO MISREPRESENTATION. The representations and warranties of the
Company contained in this Agreement, any schedule, annex or exhibit hereto and
any agreement, instrument or certificate furnished by the Company to the
Investors pursuant to this Agreement, do not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.


                                    ARTICLE V

                           COVENANTS OF THE INVESTORS


         Each Investor, severally and not jointly, covenants with the Company
that:


Section 5.1 COMPLIANCE WITH LAW. The Investor's trading activities with respect
to shares of the Company's Common Stock will be in compliance with all
applicable state and federal securities laws, rules and regulations and rules
and regulations of the Principal Market on which the Company's Common Stock is
listed. Investor shall fully comply with the volume limitations set forth in
Section 3.8 above.


                                   ARTICLE VI

                            Covenants of the Company

Section 6.1 REGISTRATION RIGHTS. The Company shall use commercially reasonable
best eforts to cause the Registration Rights Agreement to remain in full force
and effect and the Company shall comply in all material respects with the terms
thereof and shall use commercially reasonable best efforts to timely prepare and
file the Registration Statement.

                                       14
<PAGE>

Section 6.2 RESERVATION OF COMMON STOCK. As of the date hereof, the Company has
reserved and the Company shall continue to reserve and keep available at all
times, free of preemptive rights, shares of Common Stock for the purpose of
enabling the Company to issue the Repricing Shares. The number of shares so
reserved from time to time, as theretofore increased or reduced as hereinafter
provided, may be reduced by the number of Shares actually delivered pursuant to
any reprice by an Investor and the number of Shares so reserved shall be
increased or decreased to reflect potential increases or decreases in the Common
Stock that the Company may thereafter be obligated to issue by reason of
adjustments to the Investor's rights to demand Repriced Shares.


Section 6.3 LISTING OF COMMON STOCK. The Company hereby agrees to use
commercially reasonable best efforts to maintain the listing of the Common Stock
on a Principal Market, and as soon as reasonably practicable following the
Closing to list the Shares on the Principal Market. The Company further agrees,
if the Company applies to have the Common Stock traded on any other Principal
Market, it will include in such application the Shares, and will take such other
reasonable action as is necessary or desirable in the opinion of the Investors
to cause the Shares to be listed on such other Principal Market as promptly as
possible. The Company will take all reasonable action to continue the listing
and trading of its Common Stock on a Principal Market (including, without
limitation, maintaining sufficient net tangible assets) and will comply in all
respects with the Company's reporting, filing and other obligations under the
bylaws or rules of the Principal Market and shall provide Investors with copies
of any correspondence to or from such Principal Market which questions or
threatens delisting of the Common Stock, within three (3) Trading Days of the
Company's receipt thereof, until the Investors have disposed of all of their
Registrable Securities.


Section 6.4 EXCHANGE ACT REGISTRATION. The Company will cause its Common Stock
to continue to be registered under Section 12(b) or (g) of the Exchange Act,
will use its best efforts to comply in all respects with its reporting and
filing obligations under the Exchange Act, and will not take any action or file
any document (whether or not permitted by the Exchange Act or the rules
thereunder) to terminate or suspend such registration or to terminate or suspend
its reporting and filing obligations under said Act until the Investors have
disposed of all of their Registrable Securities.


Section 6.5 LEGENDS. The certificates evidencing the Registrable Securities
shall be free of legends, except as set forth in Article IX.


Section 6.6 CONSOLIDATION; MERGER. The Company shall not, at any time after the
date hereof, effect any merger or consolidation of the Company with or into, or
a transfer of all or substantially all of the assets of the Company to, another
entity (a "Consolidation Event") unless the resulting successor or acquiring
entity (if not the Company) assumes by written instrument or by operation of law
the obligation to deliver to the Investors such shares of stock and/or
securities as the Investors are entitled to receive pursuant to this Agreement.


Section 6.7 CORPORATE EXISTENCE; CONFLICTING AGREEMENTS. The Company will take
all steps necessary to preserve and continue the corporate existence of the
Company. The Company shall not enter into any agreement, the terms of which
agreement would restrict or impair the right or ability of the Company to
perform any of its obligations under this Agreement or any of the other
agreements attached as exhibits hereto.

                                       15
<PAGE>

Section 6.8 ISSUANCE OF COMMON STOCK. The sale of the Shares shall be made in
accordance with the provisions and requirements of Section 4(2), 4(6) or
Regulation D and any applicable state securities law. The Company shall make any
necessary SEC and "blue sky" filings required to be made by the Company in
connection with the sale of the Securities to the Investors as required by all
applicable laws, and shall provide a copy thereof to the Investors promptly
after such filing.


                                   ARTICLE VII

                            SURVIVAL; INDEMNIFICATION


Section 7.1 SURVIVAL. The representations, warranties and covenants made by each
of the Company and each Investor in this Agreement, the annexes, schedules and
exhibits hereto and in each instrument, agreement and certificate entered into
and delivered by them pursuant to this Agreement, shall survive the Closing and
the consummation of the transactions contemplated hereby. In the event of a
breach or violation of any of such representations, warranties or covenants, the
party to whom such representations, warranties or covenants have been made shall
have all rights and remedies for such breach or violation available to it under
the provisions of this Agreement, irrespective of any investigation made by or
on behalf of such party on or prior to the Closing Date.


Section 7.2 INDEMNITY. (a) The Company hereby agrees to indemnify and hold
harmless the Investors, their respective Affiliates and their respective
officers, directors, partners and members (collectively, the "Investor
Indemnitees"), from and against any and all Damages, and agrees to reimburse the
Investor Indemnitees for all reasonable out-of-pocket expenses (including the
reasonable fees and expenses of legal counsel), in each case promptly as
incurred by the Investor Indemnitees and to the extent arising out of or in
connection with:


                  (i) any misrepresentation, omission of fact or breach of any
         of the Company's representations or warranties contained in this
         Agreement, the annexes, schedules or exhibits hereto or any instrument,
         agreement or certificate entered into or delivered by the Company
         pursuant to this Agreement; or


                  (ii) any failure by the Company to perform in any material
         respect any of its covenants, agreements, undertakings or obligations
         set forth in this Agreement, the annexes, schedules or exhibits hereto
         or any instrument, agreement or certificate entered into or delivered
         by the Company pursuant to this Agreement; or


                  (iii) any action instituted against the Investors, or any of
         them, by any stockholder of the Company who is not an Affiliate of an
         Investor, with respect to any of the transactions contemplated by this
         Agreement.

                                       16
<PAGE>

         (b) Each Investor, severally and not jointly, hereby agrees to
indemnify and hold harmless the Company, its Affiliates and their respective
officers, directors, partners and members (collectively, the "Company
Indemnitees"), from and against any and all Damages, and agrees to reimburse the
Company Indemnitees for reasonable all out-of-pocket expenses (including the
reasonable fees and expenses of legal counsel), in each case promptly as
incurred by the Company Indemnitees and to the extent arising out of or in
connection with any misrepresentation, omission of fact, or breach of any of the
Investor's representations, warranties or covenants contained in this Agreement,
the annexes, schedules or exhibits hereto or any instrument, agreement or
certificate entered into or delivered by the Investor pursuant to this
Agreement.


Section 7.3 NOTICE. Promptly after receipt by either party hereto seeking
indemnification pursuant to Section 7.2 (an "Indemnified Party") of written
notice of any investigation, claim, proceeding or other action in respect of
which indemnification is being sought (each, a "Claim"), the Indemnified Party
promptly shall notify the party from whom indemnification pursuant to Section
7.2 is being sought (the "Indemnifying Party") of the commencement thereof; but
the omission to so notify the Indemnifying Party shall not relieve it from any
liability that it otherwise may have to the Indemnified Party, except to the
extent that the Indemnifying Party is actually prejudiced by such omission or
delay. In connection with any Claim as to which both the Indemnifying Party and
the Indemnified Party are parties, the Indemnifying Party shall be entitled to
assume the defense thereof. Notwithstanding the assumption of the defense of any
Claim by the Indemnifying Party, the Indemnified Party shall have the right to
employ separate legal counsel and to participate in the defense of such Claim,
and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs
and expenses of such separate legal counsel to the Indemnified Party if (and
only if): (x) the Indemnifying Party shall have agreed to pay such fees,
out-of-pocket costs and expenses, (y) the Indemnified Party reasonably shall
have concluded that representation of the Indemnified Party and the Indemnifying
Party by the same legal counsel would not be appropriate due to actual or, as
reasonably determined by legal counsel to the Indemnified Party, potentially
differing interests between such parties in the conduct of the defense of such
Claim, or if there may be legal defenses available to the Indemnified Party that
are in addition to or disparate from those available to the Indemnifying Party,
or (z) the Indemnifying Party shall have failed to employ legal counsel
reasonably satisfactory to the Indemnified Party within a reasonable period of
time after notice of the commencement of such Claim. If the Indemnified Party
employs separate legal counsel in circumstances other than as described in
clauses (x), (y) or (z) above, the fees, costs and expenses of such legal
counsel shall be borne exclusively by the Indemnified Party. Except as provided
above, the Indemnifying Party shall not, in connection with any Claim in the
same jurisdiction, be liable for the fees and expenses of more than one firm of
legal counsel for the Indemnified Party (together with appropriate local
counsel). The Indemnifying Party shall not, without the prior written consent of
the Indemnified Party (which consent shall not unreasonably be withheld), settle
or compromise any Claim or consent to the entry of any judgment that does not
include an unconditional release of the Indemnified Party from all liabilities
with respect to such Claim or judgment.

                                       17
<PAGE>

Section 7.4 DIRECT CLAIMS. In the event one party hereunder should have a claim
for indemnification that does not involve a claim or demand being asserted by a
third party, the Indemnified Party promptly shall deliver notice of such claim
to the Indemnifying Party. If the Indemnified Party disputes the claim, such
dispute shall be resolved by mutual agreement of the Indemnified Party and the
Indemnifying Party or by binding arbitration conducted in accordance with the
procedures and rules of the American Arbitration Association as set forth in
Article X. Judgment upon any award rendered by any arbitrators may be entered in
any court having competent jurisdiction thereof.


                                  ARTICLE VIII

         DUE DILIGENCE REVIEW; NON-DISCLOSURE OF NON-PUBLIC INFORMATION.


Section 8.1 DUE DILIGENCE REVIEW. Subject to Section 8.2, the Company shall make
available for inspection and review by the Investors, advisors to and
representatives of the Investors (who may or may not be affiliated with the
Investors and who are reasonably acceptable to the Company), any underwriter
participating in any disposition of the Registrable Securities on behalf of the
Investors pursuant to the Registration Statement, any such registration
statement or amendment or supplement thereto or any blue sky, Nasdaq or other
filing, all SEC Documents and other filings with the SEC, and all other publicly
available corporate documents and properties of the Company as may be reasonably
necessary for the purpose of such review, and cause the Company's officers,
directors and employees to supply all such publicly available information
reasonably requested by the Investors or any such representative, advisor or
underwriter in connection with such Registration Statement (including, without
limitation, in response to all questions and other inquiries reasonably made or
submitted by any of them), prior to and from time to time after the filing and
effectiveness of the Registration Statement for the sole purpose of enabling the
Investors and such representatives, advisors and underwriters and their
respective accountants and attorneys to conduct initial and ongoing due
diligence with respect to the Company and the accuracy of the Registration
Statement.


Section 8.2. NON-DISCLOSURE OF NON-PUBLIC INFORMATION.


         (a) The Company shall not disclose material non-public information to
the Investors, advisors to or representatives of the Investors unless prior to
disclosure of such information the Company identifies such information as being
non-public information and provides the Investors, such advisors and
representatives with the opportunity to accept or refuse to accept such
non-public information for review. Other than disclosure of any comment letters
received from the SEC staff with respect to the Registration Statement, the
Company may, as a condition to disclosing any non-public information hereunder,
require the Investors' advisors and representatives to enter into a
confidentiality agreement in form and content reasonably satisfactory to the
Company and the Investors.


         (b) Nothing herein shall require the Company to disclose material
non-public information to the Investors or their advisors or representatives,
and the Company represents that it does not disseminate material non-public
information to any investors who purchase stock in the Company in a public
offering, to money managers or to securities analysts, provided, however, that

                                       18
<PAGE>

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


                                   ARTICLE IX

                      LEGENDS; TRANSFER AGENT INSTRUCTIONS


Section 9.1 LEGENDS. Unless otherwise provided below, each certificate
representing Registrable Securities will bear the following legend or equivalent
(the "Legend"):


THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER
APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER
SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED
OF ("TRANSFER"), EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OR UPON RECEIVING AN ACCEPTABLE OPINION OF COUNSEL THAT SUCH
TRANSFER IS PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM SUCH REGISTRATION.


Section 9.2 TRANSFER AGENT INSTRUCTIONS. Upon the execution and delivery hereof,
the Company is issuing to the transfer agent for its Common Stock (and to any
substitute or replacement transfer agent for its Common Stock upon the Company's
appointment of any such substitute or replacement transfer agent) instructions
substantially in the form of EXHIBIT D hereto. Such instructions shall be
irrevocable by the Company from and after the date hereof or from and after the
issuance thereof to any such substitute or replacement transfer agent, as the
case may be.

                                       19
<PAGE>

Section 9.3 NO OTHER LEGEND OR STOCK TRANSFER RESTRICTIONS. No legend other than
the one specified in Section 9.1 has been or shall be placed on the share
certificates representing the Registrable Securities and no instructions or
"stop transfer orders," "stock transfer restrictions," or other restrictions
have been or shall be given to the Company's transfer agent with respect thereto
other than as expressly set forth in this Article IX.


Section 9.4 INVESTORS' COMPLIANCE. Nothing in this Article shall affect in any
way each Investor's obligations to comply with all applicable securities laws
upon resale of the Shares.


                                    ARTICLE X

                           CHOICE OF LAW; ARBITRATION


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

                                       20
<PAGE>

                                   ARTICLE XI

                                   ASSIGNMENT


Section 11.1 ASSIGNMENT. Neither this Agreement nor any rights of the Investors
or the Company hereunder may be assigned by either party to any other person.
Notwithstanding the foregoing, (a) the provisions of this Agreement shall inure
to the benefit of, and be enforceable by, any permitted transferee of any of the
Shares purchased or acquired by any Investor hereunder with respect to the
Shares held by such person, and (b) upon the prior written consent of the
Company, which consent shall not unreasonably be withheld or delayed, each
Investor's interest in this Agreement may be assigned at any time, in whole or
in part, to any other person or entity (including any Affiliate of the Investor)
who agrees to make the representations and warranties contained in Article III
and who agrees to be bound by the terms of this Agreement.


                                   ARTICLE XII

                                     NOTICES


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


If to the Company:
                                             12707 High Bluff Drive
                                             Suite 335
                                             San Diego, CA  92130
                                             Attention: David L. Reese, CFO
                                             Telephone: (858) 481-0103
                                             Facsimile:

                                       21
<PAGE>


with a copy to (shall not constitute
notice):                                     Solomon Ward Seidenwurm & Smith LLP
                                             401 B Street, Suite 1200
                                             San Diego, CA 92101
                                             Attention: Norman Smith, Esq.
                                             or Harry J. Proctor, Esq.
                                             Telephone: (619) 231-0303
                                             Facsimile: (619) 231-4755

if to the Investors:                         AMRO International, S.A.
                                             C/O Ultra Finanz AG
                                             Grossmuensterplatz 6
                                             Zurich, CH-8022 Switzerland
                                             Facsimile: 011-411-262-5515
                                             Attention: H. U. Bachofen, Director


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

Either party hereto may from time to time change its address or facsimile number
for notices under this Section 12.1 by giving written notice of such changed
address or facsimile number to the other party hereto as provided in this
Section 12.1.


                                  ARTICLE XIII

                                  MISCELLANEOUS


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

                                       22
<PAGE>

Section 13.2 ENTIRE AGREEMENT. This Agreement, the agreements attached as
Exhibits hereto, which include the Escrow Agreement, and the Registration Rights
Agreement, set forth the entire agreement and understanding of the parties
relating to the subject matter hereof and supersedes all prior and
contemporaneous agreements, negotiations and understandings between the parties,
both oral and written relating to the subject matter hereof. The terms and
conditions of all Exhibits to this Agreement are incorporated herein by this
reference and shall constitute part of this Agreement as is fully set forth
herein.

Section 13.3 SEVERABILITY. In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without said provision; provided that such severability shall be ineffective if
it materially changes the economic benefit of this Agreement to any party.

Section 13.4 HEADINGS. The headings used in this Agreement are used for
convenience only and are not to be considered in construing or interpreting this
Agreement.

Section 13.5 NUMBER AND GENDER. There may be one or more Investors parties to
this Agreement, which Investors may be natural persons or entities. All
references to plural Investors shall apply equally to a single Investor if there
is only one Investor, and all references to an Investor as "it" shall apply
equally to a natural person.

Section 13.6 REPLACEMENT OF CERTIFICATES. Upon (i) receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of a certificate representing the Shares and (ii) in the case of any
such loss, theft or destruction of such certificate, upon delivery of an
indemnity agreement or security reasonably satisfactory in form to the Company
(which shall not include the positing of any bond) or (iii) in the case of any
such mutilation, on surrender and cancellation of such certificate, the Company
at its expense will execute and deliver, in lieu thereof, a new certificate of
like tenor.

Section 13.7 FEES AND EXPENSES. Each of the Company and the Investors agrees to
pay its own expenses incident to the performance of its obligations hereunder,
except that the Company shall pay the fees, expenses and disbursements of
Epstein Becker & Green, P.C., counsel to the Investors, in an amount equal to
$10,000 all as set forth in the Escrow Agreement.

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

Section 13.9 PUBLICITY. The Company agrees that it will not issue any press
release or other public announcement of the transactions contemplated by this
Agreement without the prior consent of the Investors, which shall not be
unreasonably withheld nor delayed by more than two (2) Trading Days from their
receipt of such proposed release. No release shall name the Investors without
their express consent.

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<PAGE>

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

                                  SVI HOLDINGS, INC.




                                  By:    /S/ David L. Reese
                                        ----------------------------------------
                                         David L. Reese, Chief Financial Officer



                                  [INVESTOR]



                                  By:   /S/ H.U. Bachofen
                                        ----------------------------------------
                                        H. U. Bachofen, Director


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