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                               FIRST AMENDMENT TO

                SECURED CONVERTIBLE DEBENTURE PURCHASE AGREEMENT

                                      Among

                       ACCORD ADVANCED TECHNOLOGIES, INC.

                                       and

                         THE INVESTORS SIGNATORY HERETO

                            Dated as of July __, 2000





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     FIRST AMENDMENT TO SECURED  CONVERTIBLE  DEBENTURE PURCHASE AGREEMENT (this
"Agreement"),  dated as of July 14, 2000,  among ACCORD  ADVANCED  TECHNOLOGIES,
INC. a Nevada  corporation (the "Company"),  and the investors  signatory hereto
(each such investor is a "Purchaser"  and all such investors are,  collectively,
the "Purchasers").

     WHEREAS,  the Company and the Purchasers  previously entered into a Secured
Convertible  Debenture  Purchase  Agreement  dated  as of  June  __,  2000  (the
"Purchase  Agreement")  pursuant  to which the  Company  issued  and sold to the
Purchasers,  and the Purchasers did purchase as the First Tranche (as defined in
the  Purchase  Agreement")  an  aggregate  principal  amount of  $250,000 of the
Company's 12% Secured Convertible Debentures, due June 30, 2001;

     WHEREAS,  pursuant and subject to the terms and  conditions of the Purchase
Agreement  the Company and the  Purchasers  agreed that upon the  occurrence  of
certain  events,  the Purchasers  would  purchase an additional  $750,000 of the
Company's 12% Secured Convertible Debentures, due June 30, 2001;

     WHEREAS,  the parties wish to increase the amount of the First  Tranche and
reduce the amount of the Second Tranche;

     WHEREAS,  subject to the terms and conditions set forth in this  Agreement,
the Company  desires to issue and sell  immediately  to the  Purchasers  and the
Purchasers,  severally  and not jointly,  desire to purchase from the Company an
aggregate  principal  amount  of  $250,000  (the  "Additional  Funding")  of the
Company's 12% Secured Convertible Debentures,  due June 30, 2001, which shall be
in the form of  Exhibit A (the  "Debentures"),  and which are  convertible  into
shares of the Company's  common stock,  $ .0001 par value per share (the "Common
Stock"). All references to $ (dollars) shall be to US$ (United States Dollars);

     WHEREAS,  subject to the terms and conditions set forth in this  Agreement,
the  Company  and the  Purchasers  desire  to  amend  and  modify  the  Purchase
Agreement.

     NOW, THEREFORE,  IN CONSIDERATION of the mutual covenants contained in this
Agreement,  and for  other  good and  valuable  consideration  the  receipt  and
adequacy  are hereby  acknowledged,  the  Company  and the  Purchasers  agree as
follows:

     1.1 The Closing.

          Paragraph  1.1(a)(i)  of the Purchase  Agreement  shall be amended and
modified hereby to reflect the following:

          (A)  The term "First  Tranche" shall be deemed to include the $250,000
               of  Debentures  to be  purchased  on the date hereof and the term
               "Initial  Purchase  Price"  shall be amended and modified to mean
               $500,000.

                                       -1-
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          (B)  The  term  "Subsequent  Purchase  Price"  shall  be  amended  and
               modified to be the "Subsequent  Payment Price" which amount shall
               be $500,000 instead of $750,000.

     1.2 In connection with the closing of the Additional  Funding,  the parties
shall deliver or cause to be delivered similar  documentation as was required to
be delivered under the Purchase Agreement on the Closing Date.  Included in such
documentation  shall be (1) Debentures  representing a portion of the Additional
Funding  paid by such  Purchaser on the date  hereof,  as  indicated  below such
Purchaser's name on the signature page to this Agreement, registered in the name
of such Purchaser,  (2) a Common Stock purchase warrant,  in the form of Exhibit
D,  registered in the name of such  Purchaser,  pursuant to which such Purchaser
shall  have the right to acquire  250,000  shares of Common  Stock as  indicated
below  such   Purchaser's   name  on  the  signature   page  to  this  Agreement
(collectively,  the "Warrants"), (3) the legal opinion of Robson, Ferber, Frost,
Chan & Essner, LLP outside counsel to the Company, in the form of Exhibit C; and
(B) each  Purchaser  shall  deliver its portion of the  Initial  Purchase  Price
indicated below such Purchaser's name on the signature page to this Agreement in
United  States  dollars in  immediately  available  funds by wire transfer to an
account designated in writing by the Company for such purpose.

     3.1 REPRESENTATIONS AND WARRANTIES.  The Company warrants and represents to
the Purchasers that the  representations and warranties of the Company contained
in the Purchase  Agreement are be true and correct as of the date hereof and are
hereby restated as though made on and as of the date hereof.

     1.4 LITIGATION;  PROCEEDINGS.  The Company hereby covenants and agrees that
it has entered into a settlement  agreement  with regard to that certain  action
filed in the United States District Court, Southern District of New York as Case
No. 99 Civ. 10625 (LMM) entitled Gem  Management,  Ltd. and Successway  Holdings
Ltd., plaintiffs v. Accord Advanced Technologies, Inc. (the "Gem Litigation"), a
true,  correct and complete copy of which has been  provided to the  Purchasers.
The Company  further  covenants  and agrees that the net  proceeds of the Second
Tranche  funded  to the  Company  are  being  utilized  solely  for the  cost of
settlement of the Gem Litigation.

     2.1  RATIFICATION.  Except as  otherwise  expressly  amended  and  modified
hereby, the terms,  conditions and covenants of the Purchase Agreement remain in
full force and effect and are  otherwise  hereby  restated  and  ratified in all
respects.

     3.1 SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon and inure
to the benefit of the parties and their  successors and permitted  assigns.  The
Company may not assign this  Agreement  or any rights or  obligations  hereunder
without the prior written consent of the Purchasers.

     4.1  DEFINED  TERMS.  Capitalized  terms  contained  herein  which  are not
otherwise  defined  herein  shall  have  the  meanings  ascribed  to them in the
Purchase Agreement.

                                       -2-
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     4.2 SURVIVAL.  The  representations,  warranties,  agreements and covenants
contained  herein shall  survive the Closing and the delivery and  conversion or
exercise (as the case may be) of the Debentures and the Warrants.

     4.3 EXECUTION.  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.

     4.4  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  affecting  or impaired  thereby and the parties  will  attempt to
agree  upon a valid  and  enforceable  provision  which  shall  be a  reasonable
substitute  therefor,  and upon so agreeing,  shall  incorporate such substitute
provision in this Agreement.

                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                            SIGNATURE PAGES FOLLOWS]

                                       -3-
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     IN WITNESS WHEREOF,  the parties hereto have caused this First Amendment to
Convertible Debenture Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above.

                                        ACCORD ADVANCED TECHNOLOGIES, INC.


                                        By: /s/ Travis Wilson
                                            ------------------------------------
                                            Name: Travis Wilson
                                            Title: Chief Executive Officer


                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                      SIGNATURE PAGE FOR PURCHASER FOLLOWS]
<PAGE>
                                  AJW PARTNERS, LLC
                                  By: SMS Group, LLC

                                  By: /s/ Corey S. Ribotsky
                                      -------------------------------------
                                      Name: Corey S. Ribotsky
                                      Title:

                                  Debentures Purchase Price
                                  due on the Closing Date:           $___,000.00

                                  Debentures Purchase Price
                                  due after the Effective Date:      $___,000.00

                                  Number of Shares underlying
                                  Warrant due on the Closing Date        ___,000

                                  Number of Shares underlying
                                  Warrant due after the Effective Date   ___,000


                                  Address for Notice:

                                  AJW Partners, LLC
                                  155 First Street
                                  Suite B
                                  Mineola, New York 11501
                                  Facsimile No.: (516) 739-7115
                                  Attn: Corey S. Ribotsky


                                  With copies to:

                                  Robinson Silverman Pearce Aronsohn
                                    & Berman LLP
                                  1290 Avenue of the Americas
                                  New York, NY  10104
                                  Facsimile No.: (212) 541-4630
                                  Attn: Eric L. Cohen, Esq.
<PAGE>
                                  NEW MILLENIUM CAPITAL PARTNERS II, LLC

                                  By: First Street Manager II, LLC

                                  By: /s/ Glenn A. Arbeitman
                                      -------------------------------------
                                      Name: Glenn A. Arbeitman
                                      Title:

                                  Debentures Purchase Price
                                  due on the Closing Date:          $____,000.00

                                  Debentures Purchase Price
                                  due after the Effective Date:     $____,000.00

                                  Number of Shares underlying
                                  Warrant due on the Closing Date        ___,000

                                  Number of Shares underlying
                                  Warrant due after the Effective Date   ___,000


                                  Address for Notice:

                                  New Millenium Capital Partners II, LLC
                                  155 First Street
                                  Suite B
                                  Mineola, New York 11501
                                  Facsimile No.: (516) 739-7115
                                  Attn: Glenn A. Arbeitman


                                  With copies to:

                                  Robinson Silverman Pearce Aronsohn &
                                    Berman LLP
                                  1290 Avenue of the Americas
                                  New York, NY  10104
                                  Facsimile No.: (212) 541-4630
                                  Attn: Eric L. Cohen, Esq.