<PAGE>
                                                                   EXHIBIT 10.71

                          SECURITIES PURCHASE AGREEMENT

         This Securities Purchase Agreement (this "AGREEMENT") is dated as of
April 16, 2003, among Viragen, Inc., a Delaware corporation (the "COMPANY"), and
the purchasers identified on the signature pages hereto (each, including its
successors and assigns, a "PURCHASER" and collectively the "PURCHASERS").

         WHEREAS, subject to the terms and conditions set forth in this
Agreement and pursuant to Section 4(2) of the Securities Act of 1933, as amended
(the "SECURITIES ACT") and Rule 506 promulgated thereunder, the Company desires
to issue and sell to each Purchaser, and each Purchaser, severally and not
jointly, desires to purchase from the Company, securities of the Company as more
fully described in this Agreement.

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


                                    ARTICLE I
                                   DEFINITIONS

         1.1 DEFINITIONS. In addition to the terms defined elsewhere in this
Agreement: (a) capitalized terms that are not otherwise defined herein have the
meanings given to such terms in the Debenture (as defined herein), and (b) the
following terms have the meanings indicated in this Section 1.1:

                  "ACTUAL MINIMUM" means, as of any date, the maximum aggregate
         number of shares of Common Stock then issued or potentially issuable in
         the future pursuant to the Transaction Documents, including any
         Underlying Shares issuable upon exercise or conversion in full of all
         Warrants and Debentures, ignoring any conversion or exercise limits set
         forth therein, and assuming that any previously unconverted Debentures
         are held until the second anniversary of the Closing Date or, if
         earlier, until maturity.

                  "AFFILIATE" means any Person that, directly or indirectly
         through one or more intermediaries, controls or is controlled by or is
         under common control with a Person, as such terms are used in and
         construed under Rule 144 under the Securities Act.

                  "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.

                  "CAPITAL SHARES EQUIVALENTS" shall mean any securities,
         rights, or obligations that are convertible into or exchangeable for or
         give any right to subscribe for or purchase, directly or indirectly,



<PAGE>

         any Capital Shares of the Company or any warrants, options or other
         rights to subscribe for or purchase, directly or indirectly, Capital
         Shares or any such convertible or exchangeable securities.

                  "CLOSING" means the closing of the purchase and sale of the
         Securities pursuant to SECTION 2.1.

                  "CLOSING BID PRICE" means on any particular date (a) the
         closing bid price per share of Common Stock on such date on the
         Principal Market or the OTC Bulletin Board (as reported by Bloomberg
         L.P. at 4:15 PM (New York time), or (b) if there is no such price on
         such date, then the closing bid price on the Principal Market or the
         OTC Bulletin Board on the date nearest preceding such date (as reported
         by Bloomberg L.P. at 4:15 PM (New York time) for the closing bid price
         for regular session trading on such day), or (c) if the shares of
         Common Stock are not then reported on the Principal Market or the OTC
         Bulletin Board, then the average of the "Pink Sheet" quotes for the
         relevant conversion period, as determined in good faith by the
         Purchasers, or (c) if the shares of Common Stock are not then publicly
         traded the fair market value of a share of Common Stock as determined
         by an appraiser selected in good faith by the Purchasers of a majority
         in interest of the principal amount of Debentures then outstanding.

                  "CLOSING DATE" means the date of the Closing.

                  "COMMISSION" means the Securities and Exchange Commission.

                  "COMMON STOCK" means the common stock of the Company, par
         value $0.01 per share, and any securities into which such common stock
         may hereinafter been reclassified into.

                  "COMPANY COUNSEL" means Adorno and Yoss P.A., outside counsel
         to the Company.

                  "DEBENTURES" means the Secured Convertible Debentures due July
         1, 2005, unless otherwise set forth therein, issued by the Company to
         the Purchasers hereunder, in the form of EXHIBIT A.

                  "DISCLOSURE SCHEDULES" shall have the meaning ascribed to such
         term in Section 3.1.

                  "EFFECTIVE DATE" means the date that the Registration
         Statement is first declared effective by the Commission.

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

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

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




                                      -2-
<PAGE>

                  "FINANCING STATEMENTS" means any and all filings, whether
         domestic or foreign, including but not limited to, UCC-1s, as are
         required in order to provide the Purchasers with a first priority
         security interest in all of the assets of the Company and all of the
         Subsidiaries.

                  "FW" means Feldman Weinstein LLP with offices at 420 Lexington
         Avenue, New York, New York 10170.

                  "GAAP" shall have the meaning ascribed to such term in Section
         3.1(h).

                  "LIENS" shall have the meaning ascribed to such term in
         Section 3.1(a).

                  "LOSSES" means any and all losses, claims, damages,
         liabilities, settlement costs and expenses, including without
         limitation costs of preparation and reasonable attorneys' fees.

                  "MATERIAL ADVERSE EFFECT" shall have the meaning assigned to
         such term in Section 3.1(b).

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

                  "PRINCIPAL AMOUNT" shall mean, as to each Purchaser, the
         amount set forth below such Purchaser's name on the signature page of
         this Agreement, in United States Dollars.

                  "PRINCIPAL MARKET" shall initially mean the American Stock
         Exchange, and shall include the New York Stock Exchange, the NASDAQ
         National Market, the OTC Bulletin Board or the NASDAQ Small-Cap Market,
         whichever is at the time the principal trading exchange or market for
         the Common Stock, based upon share volume.

                  "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.

                  "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
         Agreement, dated the Closing Date, among the Company and the
         Purchasers, in the form of EXHIBIT B.

                  "REQUIRED APPROVALS" shall have the meaning ascribed to such
         term in Section 3.1(e).

                  "REQUIRED MINIMUM" means, as of any date, the maximum
         aggregate number of shares of Common Stock then issued or potentially
         issuable in the future pursuant to the Transaction Documents, including
         any Underlying Shares issuable upon exercise or conversion in full of
         all Warrants and Debentures, ignoring any conversion or exercise limits
         set forth therein, and assuming that (a) any previously unconverted
         Debentures are held until the second anniversary of the Closing Date
         or, if earlier, until maturity, and (b) the Closing Bid Price at all



                                      -3-
<PAGE>

         times on and after the date of determination equals 75% of the actual
         Closing Bid Price on the Trading Day immediately prior to the date of
         determination and the Company does a market priced issuance subject to
         the anti-dilution provisions in the Debentures and Warrants on such
         date.

                  "RULE 144" means Rule 144 promulgated by the Commission
         pursuant to the Securities Act, as such Rule may be amended from time
         to time, or any similar rule or regulation hereafter adopted by the
         Commission having substantially the same effect as such Rule.

                  "SEC REPORTS" shall have the meaning ascribed to such term in
         Section 3.1(h).

                  "SECURITIES" means the Debentures, the Warrants and the
         Underlying Shares.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended.

                  "SECURITY AGREEMENTS" means, collectively, the security
         agreement in the form attached hereto as EXHIBIT G-1, dated the date
         hereof, entered into by and among the Purchasers and the Company and
         all of the security agreements in the form attached hereto as EXHIBIT
         G-2 (or, with respect to any Subsidiary incorporated in a foreign
         country, such other form as is mutually agreed to by the parties),
         dated the date hereof, entered into by and among the Purchasers and
         each of the Subsidiaries.

                  "STANDARD LIQUIDATED DAMAGES" shall have the meaning set forth
         in Section 4.15.

                  "SUBSCRIPTION AMOUNT" shall mean, as to each Purchaser, the
         amount to be paid for Debentures purchased hereunder as specified below
         such Purchaser's name on the signature page of this Agreement, in
         United States Dollars.

                  "SUBSIDIARY" means any subsidiary of the Company that is
         required to be listed in SCHEDULE 3.1(A).

                  "SUBSIDIARY GUARANTEE" shall mean the guarantee from each of
         the Subsidiaries guarantying the Company's obligations under the
         Debentures, in the Form of EXHIBIT H attached hereto.

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

                  "TRANSACTION DOCUMENTS" means this Agreement, the Debentures,
         the Warrants, the Escrow Agreement, the Registration Rights Agreement,
         the Security Agreements, the Subsidiary Guarantee and the Instructions
         to Transfer Agent and any other documents or agreements executed in
         connection with the transactions contemplated hereunder.

                  "UNDERLYING SHARES" means the shares of Common Stock issuable
         upon conversion of the Debentures and upon exercise of the Warrants.



                                      -4-
<PAGE>


                  "UNDERLYING SHARES REGISTRATION STATEMENT" OR "REGISTRATION
         STATEMENT" means a registration statement meeting the requirements set
         forth in the Registration Rights Agreement and covering the resale of
         the Underlying Shares by the Purchasers.

                  "WARRANTS" means collectively the Common Stock purchase
         warrants, in the form of EXHIBIT C delivered to the Purchasers at the
         Closing, the terms of each Warrant which are set forth in Section
         2.2(a)(ii).


                                   ARTICLE II
                                PURCHASE AND SALE

         2.1 CLOSING. Within 5 Trading Days of the date hereof, upon the terms
and subject to the conditions set forth herein, the Company agrees to sell, and
each Purchaser agrees to purchase, severally and not jointly, the Debentures.
Each Purchaser shall deliver to the Escrow Agent via wire transfer or a
certified check immediately available funds equal to their Subscription Amount
(except as provided for below in the case of Palisades Equity Fund L.P.) and the
Company shall deliver to the Escrow Agent the Debentures evidencing a principal
amount equal to such Purchaser's Principal Amount and the other items set forth
in Section 2.2 issuable at the Closing. Upon satisfaction of the conditions set
forth in Section 2.2, the Closing shall occur at the offices of the Escrow
Agent, or such other location as the parties shall mutually agree.

         2.2 CONDITIONS TO CLOSING.

                  (a) At or prior to the Closing, the Company shall deliver or
         cause to be delivered to the Escrow Agent the following:

                           (i) Debentures with a principal amount equal to such
                  Purchaser's Principal Amount, registered in the name of each
                  Purchaser;

                           (ii) a Warrant registered in the name of each
                  Purchaser to purchase up to a number of shares of Common Stock
                  equal to 50% of such Purchaser's Principal Amount divided by
                  the average of the 5 Closing Bid Prices immediately prior to
                  the Closing Date, with a term of 3 years and an exercise price
                  of $0.0625 per Warrant Share, subject to adjustment therein;

                           (iii) the legal opinion of Company Counsel, in the
                  form of EXHIBIT D attached hereto, addressed to the
                  Purchasers;

                           (iv) the Escrow Agreement duly executed by the
                  Company;

                           (v) the Registration Rights Agreement duly executed
                  by the Company;

                           (vi) the Transfer Agent Instructions executed by the
                  Company and delivered to and acknowledged by the Company's
                  transfer agent in the form annexed hereto as EXHIBIT E;




                                      -5-
<PAGE>

                           (vii) a Security Agreement from each of the Company
                  and the Subsidiaries, respectively, duly executed by each of
                  the Company and the Subsidiaries, respectively;

                           (viii) copies of receipts of all Financing Statements
                  required by each Security Agreement; and

                           (ix) the Subsidiary Guarantee duly executed by the
                  Company and all of the Subsidiaries.

                  (b) At or prior to the Closing, each Purchaser shall deliver
         or cause to be delivered to the Escrow Agent the following:

                           (i) such Purchaser's Subscription Amount by wire
                  transfer (except with respect to Palisades Equity Fund L.P.
                  which shall tender payment by surrendering the $440,465 of
                  principal amount of any outstanding promissory notes made by
                  the Company in lieu of an equal amount of cash consideration);

                           (ii) the Escrow Agreement duly executed by such
                  Purchaser; and

                           (iii) the Registration Rights Agreement duly executed
                  by such Purchaser.

                  (c) All representations and warranties of the other party
         contained herein shall remain true and correct as of the Closing Date
         and all covenants of the other party shall have been performed if due
         prior to such date.

                  (d) There shall have been no Material Adverse Effect (as
         defined in Section 3.1(b)) with respect to the Company since the date
         hereof.

                  (e) From the date hereof to the Closing Date, trading in the
         Common Stock shall not have been suspended by the Commission (except
         for any suspension of trading of limited duration agreed to by the
         Company, which suspension shall be terminated prior to the Closing),
         and, at any time prior to the Closing Date, trading in securities
         generally as reported by Bloomberg Financial Markets shall not have
         been suspended or limited, or minimum prices shall not have been
         established on securities whose trades are reported by such service, or
         on the Principal Market, nor shall a banking moratorium have been
         declared either by the United States or New York State authorities, nor
         shall there have occurred any material outbreak or escalation of
         hostilities or other national or international calamity of such
         magnitude in its effect on, or any material adverse change in, any
         financial market which, in each case, in the reasonable judgment of the
         Purchasers, makes it impracticable or inadvisable to purchase the
         Debentures at the Closing.



                                      -6-
<PAGE>


                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

         3.1 REPRESENTATIONS AND WARRANTIES OF THE COMPANY. Except as set forth
under the corresponding section of the disclosure schedules attached hereto (the
"DISCLOSURE SCHEDULES"), the Company hereby makes the following representations
and warranties to each Purchaser:

                  (a) SUBSIDIARIES. The Company has no direct or indirect
         subsidiaries. The Company owns, directly or indirectly, all of the
         capital stock or other equity interests of each Subsidiary free and
         clear of any lien, charge, security interest, encumbrance, right of
         first refusal or other restriction (collectively, "LIENS"), and all the
         issued and outstanding shares of capital stock of each Subsidiary are
         validly issued and are fully paid, non-assessable and free of
         preemptive and similar rights.

                  (b) ORGANIZATION AND QUALIFICATION. Each of the Company and
         the Subsidiaries is an entity duly incorporated or otherwise organized,
         validly existing and in good standing under the laws of the
         jurisdiction of its incorporation or organization (as applicable), with
         the requisite power and authority to own and use its properties and
         assets and to carry on its business as currently conducted. Neither the
         Company nor any Subsidiary is in violation of any of the provisions of
         its respective certificate or articles of incorporation, bylaws or
         other organizational or charter documents. Each of the Company and the
         Subsidiaries is duly qualified to do business and is in good standing
         as a foreign corporation or other entity 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, could not, individually or in the
         aggregate: (i) adversely affect the legality, validity or
         enforceability of any Transaction Document, (ii) have or result in or
         be reasonably likely to have or result in a material adverse effect on
         the results of operations, assets, prospects, business or condition
         (financial or otherwise) of the Company and the Subsidiaries, taken as
         a whole, or (iii) adversely impair the Company's ability to perform
         fully on a timely basis its obligations under any of the Transaction
         Documents (any of (i), (ii) or (iii), a "MATERIAL ADVERSE Effect").

                  (c) AUTHORIZATION; ENFORCEMENT. The Company has the requisite
         corporate power and authority to enter into and to consummate the
         transactions contemplated by each of the Transaction Documents and
         otherwise to carry out its obligations hereunder or thereunder. The
         execution and delivery of each of the Transaction Documents by the
         Company and the consummation by it of the transactions contemplated
         hereby or thereby have been duly authorized by all necessary action on
         the part of the Company and no further consent or action is required by
         the Company. Each of the Transaction Documents has been (or upon
         delivery will be) duly executed by the Company and, when delivered in
         accordance with the terms hereof, will constitute the valid and binding
         obligation of the Company enforceable against the Company in accordance
         with its terms, subject to applicable bankruptcy, insolvency,
         fraudulent conveyance, reorganization, moratorium and similar laws
         affecting creditors' rights and remedies generally and general
         principles of equity. Neither the Company nor any Subsidiary is in
         violation of any of the provisions of its respective certificate or
         articles of incorporation, by-laws or other organizational or charter
         documents.




                                      -7-
<PAGE>

                  (d) NO CONFLICTS. The execution, delivery and performance of
         the Transaction Documents by the Company and the consummation by the
         Company of the transactions contemplated thereby do not and will not:
         (i) conflict with or violate any provision of the Company's or any
         Subsidiary's certificate or articles of incorporation, bylaws or other
         organizational or charter documents, or (ii) subject to obtaining the
         Required Approvals (as defined below), conflict with, or constitute a
         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 (with or without notice, lapse
         of time or both) of, any agreement, credit facility, debt or other
         instrument (evidencing a Company or Subsidiary debt or otherwise) or
         other understanding to which the Company or any Subsidiary is a party
         or by which any property or asset of the Company or any Subsidiary is
         bound or affected, 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 or a
         Subsidiary is subject (including federal and state securities laws and
         regulations), or by which any property or asset of the Company or a
         Subsidiary is bound or affected; except in the case of each of clauses
         (ii) and (iii), such as could not, individually or in the aggregate,
         have or result in a Material Adverse Effect.

                  (e) FILINGS, CONSENTS AND APPROVALS. Neither the Company nor
         any Subsidiary is required to obtain any consent, waiver, authorization
         or order of, give any notice to, 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 the Transaction Documents, other than
         (i) the filings required under SECTION 4.8, (ii) the filing with the
         Commission of the Underlying Shares Registration Statement, (iii) the
         application(s) to each applicable Principal Market for the listing of
         the Underlying Shares and shares issauble at the Closing for trading
         thereon in the time and manner required thereby, and (iv) applicable
         Blue Sky filings (collectively, the "REQUIRED APPROVALS").

                  (f) ISSUANCE OF THE SECURITIES. The Securities are duly
         authorized and, when issued and paid for in accordance with the
         applicable Transaction Documents, will be duly and validly issued,
         fully paid and non assessable, free and clear of all Liens. The Company
         has reserved from its duly authorized capital stock a number of shares
         of Common Stock for issuance of the Underlying Shares and shares of
         Common Stock issuable at the Closing at least equal to the Required
         Minimum on the date hereof. The Company acknowledges and agrees that
         the Purchasers are acquiring the Debentures for an original issue
         discount to the principal amount of the Debentures.

                  (g) CAPITALIZATION. The number of shares and type of all
         authorized, issued and outstanding capital stock of the Company is set
         forth in the Disclosure Schedules attached hereto. No securities of the
         Company are entitled to preemptive or similar rights, and no Person has
         any right of first refusal, preemptive right, right of participation,
         or any similar right to participate in the transactions contemplated by
         the Transaction Documents. Except as a result of the purchase and sale
         of the Securities, there are no outstanding options, warrants, script
         rights to subscribe to, calls or commitments of any character
         whatsoever relating to, or securities, rights or obligations



                                      -8-
<PAGE>

         convertible into or exchangeable for, or giving any Person any right to
         subscribe for or acquire, any shares of Common Stock, or contracts,
         commitments, understandings or arrangements by which the Company or any
         Subsidiary is or may become bound to issue additional shares of Common
         Stock, or securities or rights convertible or exchangeable into shares
         of Common Stock. The issuance and sale of the Securities will not
         obligate the Company to issue shares of Common Stock or other
         securities to any Person (other than the Purchasers) and will not
         result in a right of any holder of Company securities to adjust the
         exercise, conversion, exchange or reset price under such securities.

                  (h) SEC REPORTS; FINANCIAL STATEMENTS. The Company has filed
         all reports required to be filed by it under the Securities Act and the
         Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for
         the two years preceding the date hereof (or such shorter period as the
         Company was required by law to file such material) (the foregoing
         materials being collectively referred to herein as the "SEC REPORTS")
         on a timely basis or has received a valid extension of such time of
         filing and has filed any such SEC Reports prior to the expiration of
         any such extension. The Company has delivered to the Purchasers a copy
         of all SEC Reports filed within the 10 days preceding the date hereof.
         As of their respective dates, the SEC Reports complied in all material
         respects with the requirements of the Securities Act and the Exchange
         Act and the rules and regulations of the Commission promulgated
         thereunder, and none of the SEC Reports, when filed, contained any
         untrue statement of a material fact or omitted 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. The financial statements of the Company included
         in the SEC Reports comply in all material respects with applicable
         accounting requirements and the rules and regulations of the Commission
         with respect thereto as in effect at the time of filing. Such financial
         statements have been prepared in accordance with generally accepted
         accounting principles applied on a consistent basis during the periods
         involved ("GAAP"), except as may be otherwise specified in such
         financial statements or the notes thereto, and fairly present in all
         material respects the financial position of the Company and its
         consolidated subsidiaries as of and for the dates thereof and the
         results of operations and cash flows for the periods then ended,
         subject, in the case of unaudited statements, to normal, immaterial,
         year-end audit adjustments.

                  (i) MATERIAL CHANGES. Since the date of the latest audited
         financial statements included within the SEC Reports, except as
         specifically disclosed in the SEC Reports: (i) there has been no event,
         occurrence or development that has had or that could result in a
         Material Adverse Effect, (ii) the Company has not incurred any
         liabilities (contingent or otherwise) other than (A) trade payables and
         accrued expenses incurred in the ordinary course of business consistent
         with past practice and (B) liabilities not required to be reflected in
         the Company's financial statements pursuant to GAAP or required to be
         disclosed in filings made with the Commission, (iii) the Company has
         not altered its method of accounting or the identity of its auditors,
         (iv) the Company has not declared or made any dividend or distribution
         of cash or other property to its stockholders or purchased, redeemed or



                                      -9-
<PAGE>

         made any agreements to purchase or redeem any shares of its capital
         stock, and (v) the Company has not issued any equity securities to any
         officer, director or Affiliate, except pursuant to existing Company
         stock option or similar plans.

                  (j) LITIGATION. There is no action, suit, inquiry, notice of
         violation, proceeding or investigation pending or, to the knowledge of
         the Company, threatened against or affecting the Company, any
         Subsidiary or any of their respective properties before or by any
         court, arbitrator, governmental or administrative agency or regulatory
         authority (federal, state, county, local or foreign) (collectively, an
         "ACTION") which: (i) adversely affects or challenges the legality,
         validity or enforceability of any of the Transaction Documents or the
         Securities or (ii) could, if there were an unfavorable decision,
         individually or in the aggregate, have or reasonably be expected to
         result in a Material Adverse Effect. Neither the Company nor any
         Subsidiary, nor any director or officer thereof, is or has been the
         subject of any Action involving a claim of violation of or liability
         under federal or state securities laws or a claim of breach of
         fiduciary duty. The Company does not have pending before the Commission
         any request for confidential treatment of information. There has not
         been, and to the knowledge of the Company, there is not pending or
         contemplated, any investigation by the Commission involving the Company
         or any current or former director or officer of the Company. The
         Commission has not issued any stop order or other order suspending the
         effectiveness of any registration statement filed by the Company or any
         Subsidiary under the Exchange Act or the Securities Act.

                  (k) COMPLIANCE. Neither the Company nor any Subsidiary: (i) is
         in default under or in violation of (and no event has occurred that has
         not been waived that, with notice or lapse of time or both, would
         result in a default by the Company or any Subsidiary under), nor has
         the Company or any Subsidiary received notice of a claim that it is in
         default under or that it is in violation 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 (whether or not
         such default or violation has been waived), (ii) is in violation of any
         order of any court, arbitrator or governmental body, or (iii) is or has
         been in violation of any statute, rule or regulation of any
         governmental authority, except in each case as could not, individually
         or in the aggregate, have or result in a Material Adverse Effect.

                  (l) LABOR RELATIONS. No material labor dispute exists or, to
         the knowledge of the Company, is imminent with respect to any of the
         employees of the Company.

                  (m) REGULATORY PERMITS. The Company and the Subsidiaries
         possess all certificates, authorizations and permits issued by the
         appropriate federal, state, local or foreign regulatory authorities
         necessary to conduct their respective businesses as described in the
         SEC Reports, except where the failure to possess such permits could
         not, individually or in the aggregate, have or reasonably be expected
         to result in a Material Adverse Effect ("MATERIAL PERMITS"), and
         neither the Company nor any Subsidiary has received any notice of
         proceedings relating to the revocation or modification of any Material
         Permit.




                                      -10-
<PAGE>

                  (n) TITLE TO ASSETS. The Company and the Subsidiaries have
         good and marketable title in fee simple to all real property owned by
         them that is material to the business of the Company and the
         Subsidiaries and good and marketable title in all personal property
         owned by them that is material to the business of the Company and the
         Subsidiaries, in each case free and clear of all Liens, except for
         Liens 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 the Subsidiaries. Any real property and
         facilities held under lease by the Company and the Subsidiaries are
         held by them under valid, subsisting and enforceable leases of which
         the Company and the Subsidiaries are in compliance.

                  (o) PATENTS AND TRADEMARKS. The Company and the Subsidiaries
         have, or have rights to use, all patents, patent applications,
         trademarks, trademark applications, service marks, trade names,
         copyrights, licenses and other similar rights that are necessary or
         material for use in connection with their respective businesses as
         described in the SEC Reports and which the failure to so have could
         have a Material Adverse Effect (collectively, the "INTELLECTUAL
         PROPERTY RIGHTS"). Neither the Company nor any Subsidiary has received
         a written notice that the Intellectual Property Rights used by the
         Company or any Subsidiary violates or infringes upon the rights of any
         Person. To the knowledge of the Company, all such Intellectual Property
         Rights are enforceable and there is no existing infringement by another
         Person of any of the Intellectual Property Rights.

                  (p) INSURANCE. The Company and the Subsidiaries are insured by
         insurers of recognized financial responsibility against such losses and
         risks and in such amounts as are prudent and customary in the
         businesses in which the Company and the Subsidiaries are engaged. A
         list of the Company's insurance contracts and policies are set forth on
         the Disclosure Schedules. The Company has delivered to the Purchasers,
         prior to the Closing, such contracts and policies. To the best of
         Company's knowledge, such insurance contracts and policies are accurate
         and complete. Neither the Company nor any Subsidiary has any reason to
         believe that it will not be able to renew its existing insurance
         coverage as and when such coverage expires or to obtain similar
         coverage from similar insurers as may be necessary to continue its
         business without a significant increase in cost.

                  (q) TRANSACTIONS WITH AFFILIATES AND EMPLOYEES. None of the
         officers or directors of the Company and, to the knowledge of the
         Company, none of the employees of the Company is presently a party to
         any transaction with the Company or any Subsidiary (other than for
         services as employees, officers and directors), including any contract,
         agreement or other arrangement providing for the furnishing of services
         to or by, providing for rental of real or personal property to or from,
         or otherwise requiring payments to or from any officer, director or
         such employee or, to the knowledge of the Company, any entity in which
         any officer, director, or any such employee has a substantial interest
         or is an officer, director, trustee or partner.




                                      -11-
<PAGE>

                  (r) INTERNAL ACCOUNTING CONTROLS. The Company and the
         Subsidiaries maintain a system of internal accounting controls
         sufficient to provide reasonable assurance that (i) transactions are
         executed in accordance with management's general or specific
         authorizations, (ii) transactions are recorded as necessary to permit
         preparation of financial statements in conformity with generally
         accepted accounting principles and to maintain asset accountability,
         (iii) access to assets is permitted only in accordance with
         management's general or specific authorization, and (iv) the recorded
         accountability for assets is compared with the existing assets at
         reasonable intervals and appropriate action is taken with respect to
         any differences. The Company has established disclosure controls and
         procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
         Company and designed such disclosures controls and procedures to ensure
         that material information relating to the Company, including its
         subsidiaries, is made known to the certifying officers by others within
         those entities, particularly during the period in which the Company's
         Form 10-K or 10-Q, as the case may be, is being prepared. The Company's
         certifying officers have evaluated the effectiveness of the Company's
         controls and procedures as of a date within 90 days prior to the filing
         date of the Form 10-K for the year ended December 31, 2002 (such date,
         the "EVALUATION DATE"). The Company presented in the Form 10-K for the
         year ended December 31, 2002 the conclusions of the certifying officers
         about the effectiveness of the disclosure controls and procedures based
         on their evaluations as of the Evaluation Date. Since the Evaluation
         Date, there have been no significant changes in the Company's internal
         controls (as such term is defined in Item 307(b) of Regulation S-K
         under the Exchange Act) or, the Company's knowledge, in other factors
         that could significantly affect the Company's internal controls.

                  (s) SOLVENCY/INDEBTEDNESS. Based on the financial condition of
         the Company as of the Closing Date: (i) the Company's fair saleable
         value of its assets exceeds the amount that will be required to be paid
         on or in respect of the Company's existing debts and other liabilities
         (including known contingent liabilities) as they mature; (ii) the
         Company's assets do not constitute unreasonably small capital to carry
         on its business for the current fiscal year as now conducted and as
         proposed to be conducted including its capital needs taking into
         account the particular capital requirements of the business conducted
         by the Company, and projected capital requirements and capital
         availability thereof; and (iii) the current cash flow of the Company,
         together with the proceeds the Company would receive, were it to
         liquidate all of its assets, after taking into account all anticipated
         uses of the cash, would be sufficient to pay all amounts on or in
         respect of its debt when such amounts are required to be paid. The
         Company does not intend to incur debts beyond its ability to pay such
         debts as they mature (taking into account the timing and amounts of
         cash to be payable on or in respect of its debt). The Company has no
         knowledge of any facts or circumstances which lead it to believe that
         it will file for reorganization or liquidation under the bankruptcy or
         reorganization laws of any jurisdiction within one year from the
         Closing Date. The SEC Documents and Schedule 3.1(s) attached hereto set
         forth as of the date hereof all outstanding secured and unsecured
         Indebtedness of the Company or any Subsidiary, or for which the Company
         or any Subsidiary has commitments. For the purposes of this Agreement,
         "INDEBTEDNESS" shall mean (a) any liabilities for borrowed money or
         amounts owed in excess of $25,000 (other than trade accounts payable




                                      -12-
<PAGE>

         incurred in the ordinary course of business), (b) all guaranties,
         endorsements and other contingent obligations in respect of
         Indebtedness of others, whether or not the same are or should be
         reflected in the Company's balance sheet (or the notes thereto), except
         guaranties by endorsement of negotiable instruments for deposit or
         collection or similar transactions in the ordinary course of business;
         and (c) the present value of any lease payments in excess of $25,000
         due under leases required to be capitalized in accordance with GAAP.
         Neither the Company nor any Subsidiary is in default with respect to
         any Indebtedness.

                  (t) CERTAIN FEES. No brokerage or finder's fees or commissions
         are or will be payable by the Company to any broker, financial advisor
         or consultant, finder, placement agent, investment banker, bank or
         other Person with respect to the transactions contemplated by this
         Agreement, and the Company has not taken any action that would cause
         any Purchaser to be liable for any such fees or commissions. The
         Company agrees that the Purchasers shall have no obligation with
         respect to any fees or with respect to any claims made by or on behalf
         of any Person for fees of the type contemplated by this Section with
         the transactions contemplated by this Agreement.

                  (u) PRIVATE PLACEMENT. Assuming the accuracy of the
         representations and warranties of the Purchasers set forth in Sections
         3.2(b)-(f), the offer, issuance and sale of the Securities to the
         Purchasers as contemplated hereby are exempt from the registration
         requirements of the Securities Act. The issuance and sale of the
         Securities hereunder does not contravene the rules and regulations of
         the Principal Market and no shareholder approval is required for the
         Company to fulfill its obligations under the Transaction Documents.

                  (v) LISTING AND MAINTENANCE REQUIREMENTS. The Company has not,
         in the 12 months preceding the date hereof, received notice from any
         Principal Market on which the Common Stock is or has been listed or
         quoted to the effect that the Company is not in compliance with the
         listing or maintenance requirements of such Principal Market. The
         Company is, and has no reason to believe that it will not in the
         foreseeable future continue to be, in compliance with all such listing
         and maintenance requirements.

                  (w) REGISTRATION RIGHTS. The Company has not granted or agreed
         to grant to any Person any rights (including "piggy-back" registration
         rights) to have any securities of the Company registered with the
         Commission or any other governmental authority that have not been
         satisfied.

                  (x) APPLICATION OF TAKEOVER PROTECTIONS. The Company and its
         Board of Directors have taken all necessary action, if any, in order to
         render inapplicable any control share acquisition, business
         combination, poison pill (including any distribution under a rights
         agreement) or other similar anti-takeover provision under the Company's
         Certificate of Incorporation (or similar charter documents) or the laws
         of its state of incorporation that is or could become applicable to the
         Purchasers as a result of the Purchasers and the Company fulfilling
         their obligations or exercising their rights under the Transaction
         Documents, including without limitation as a result of the Company's
         issuance of the Securities and the Purchasers' ownership of the
         Securities.



                                      -13-
<PAGE>

                  (y) SENIORITY. As of the date of this Agreement, no
         indebtedness of the Company is senior to the Debentures in right of
         payment, whether upon liquidation or dissolution, or otherwise, other
         than indebtedness secured by purchase money security interests (which
         is senior only as to underlying assets covered thereby) and capital
         lease obligations (which is senior only as to the property covered
         thereby).

                  (z) DISCLOSURE. The Company confirms that neither it nor any
         other Person acting on its behalf has provided any of the Purchasers or
         their agents or counsel with any information that constitutes or might
         constitute material, nonpublic information. The Company understands and
         confirms that the Purchasers will rely on the foregoing representations
         in effecting transactions in securities of the Company. All disclosure
         provided to the Purchasers regarding the Company, its business and the
         transactions contemplated hereby, including the Schedules to this
         Agreement, furnished by or on behalf of the Company with respect to the
         representations and warranties made herein are true and correct with
         respect to such representations and warranties 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. The Company
         acknowledges and agrees that no Purchaser makes or has made any
         representations or warranties with respect to the transactions
         contemplated hereby.

                  (aa) TAX STATUS. The Company and each of its Subsidiaries has
         made or filed all federal, state and foreign income and all other tax
         returns, reports and declarations required by any jurisdiction to which
         it is subject (unless and only to the extent that the Company and each
         of its Subsidiaries has set aside on its books provisions reasonably
         adequate for the payment of all unpaid and unreported taxes) and has
         paid all taxes and other governmental assessments and charges that are
         material in amount, shown or determined to be due on such returns,
         reports and declarations, except those being contested in good faith
         and has set aside on its books provisions reasonably adequate for the
         payment of all taxes for periods subsequent to the periods to which
         such returns, reports or declarations apply. There are no unpaid taxes
         in any material amount claimed to be due by the taxing authority of any
         jurisdiction, and the officers of the Company know of no basis for any
         such claim. The Company has not executed a waiver with respect to the
         statute of limitations relating to the assessment or collection of any
         foreign, federal, statue or local tax. None of the Company's tax
         returns is presently being audited by any taxing authority.

                  (bb) ACKNOWLEDGMENT REGARDING PURCHASERS' PURCHASE OF
         SECURITIES. The Company acknowledges and agrees that the Purchasers are
         acting solely in the capacity of arm's length purchasers with respect
         to this Agreement and the transactions contemplated hereby. The Company
         further acknowledges that no Purchaser is acting as a financial advisor
         or fiduciary of the Company (or in any similar capacity) with respect
         to this Agreement and the transactions contemplated hereby and any
         statement made by any Purchaser or any of their respective
         representatives or agents in connection with this Agreement and the



                                      -14-
<PAGE>

         transactions contemplated hereby is not advice or a recommendation and
         is merely incidental to the Purchasers' purchase of the Securities. The
         Company further represents to each Purchaser that the Company's
         decision to enter into this Agreement has been based solely on the
         independent evaluation of the Company and its representatives.

                  (cc) NO GENERAL SOLICITATION OR ADVERTISING IN REGARD TO THIS
         TRANSACTION. Neither the Company nor, to the knowledge of the Company,
         any of its directors or officers (i) has conducted or will conduct 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 Debentures or
         the Warrants, 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 Debentures, the Underlying Shares or
         the Warrants under the Securities Act or made any "directed selling
         efforts" as defined in Rule 902 of Regulation S.

                  (dd) NO DISAGREEMENTS WITH ACCOUNTANTS AND LAWYERS. There are
         no disagreements of any kind presently existing, or reasonably
         anticipated by the Company to arise, between the accountants and
         lawyers formerly or presently employed by the Company and the Company
         is current with respect to any fees owed to its accountants and
         lawyers.

         3.2 REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS. Each Purchaser
hereby, for itself and for no other Purchaser, represents and warrants to the
Company as follows:

                  (a) ORGANIZATION; AUTHORITY. Such Purchaser is an entity duly
         organized, validly existing and in good standing under the laws of the
         jurisdiction of its organization with the requisite corporate or
         partnership power and authority to enter into and to consummate the
         transactions contemplated by the Transaction Documents and otherwise to
         carry out its obligations thereunder. The purchase by such Purchaser of
         the Securities hereunder has been duly authorized by all necessary
         action on the part of such Purchaser. Each of this Agreement, and the
         Registration Rights Agreement has been duly executed by such Purchaser,
         and when delivered by such Purchaser in accordance with the terms
         hereof, will constitute the valid and legally binding obligation of
         such Purchaser, enforceable against it in accordance with its terms.

                  (b) INVESTMENT INTENT. Such Purchaser is acquiring the
         Securities as principal for its own account for investment purposes
         only and not with a view to or for distributing or reselling such
         Securities or any part thereof, 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
         Securities pursuant to an effective registration statement under the
         Securities Act or under an exemption from such registration and in
         compliance with applicable federal and state securities laws. Nothing
         contained herein shall be deemed a representation or warranty by such
         Purchaser to hold Securities for any period of time. Such Purchaser is
         acquiring the Securities hereunder in the ordinary course of its
         business. Such Purchaser does not have any agreement or understanding,
         directly or indirectly, with any Person to distribute any of the
         Securities.

                  (c) PURCHASER STATUS. At the time such Purchaser was offered
         the Securities, it was, and at the date hereof it is, and on each date
         on which it exercises any Warrants or converts any Debentures, it will
         be an "accredited investor" as defined in Rule 501(a) under the



                                      -15-
<PAGE>

         Securities Act. Such Purchaser has not been formed solely for the
         purpose of acquiring the Securities. Such Purchaser is not a registered
         broker-dealer under Section 15 of the Exchange Act.

                  (d) EXPERIENCE OF SUCH PURCHASER. Such 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 risks of the prospective
         investment in the Securities, and has so evaluated the merits and risks
         of such investment. Such Purchaser is able to bear the economic risk of
         an investment in the Securities and, at the present time, is able to
         afford a complete loss of such investment.

                  (e) GENERAL SOLICITATION. Such Purchaser is not purchasing the
         Securities as a result of any advertisement, article, notice or other
         communication regarding the Securities published in any newspaper,
         magazine or similar media or broadcast over television or radio or
         presented at any seminar or any other general solicitation or general
         advertisement.

                  (f) RELIANCE. Such Purchaser understands and acknowledges
         that: (i) the Securities are being offered and sold to it without
         registration under the Securities Act in a private placement that is
         exempt from the registration provisions of the Securities Act and (ii)
         the availability of such exemption depends in part on, and the Company
         will rely upon the accuracy and truthfulness of, the foregoing
         representations and such Purchaser hereby consents to such reliance.


                                   ARTICLE IV
                         OTHER AGREEMENTS OF THE PARTIES

         4.1      TRANSFER RESTRICTIONS.

                  (a) The Securities may only be disposed of in compliance with
         state and federal securities laws. In connection with any transfer of
         Securities other than pursuant to an effective registration statement,
         to the Company, to an Affiliate of a Purchaser, to an entity managed by
         a Purchaser or in connection with a pledge as contemplated in Section
         4.1(b), the Company may require the transferor thereof to provide to
         the Company an opinion of counsel selected by the transferor, the form
         and substance of which opinion shall be reasonably satisfactory to the
         Company, to the effect that such transfer does not require registration
         of such transferred Securities under the Securities Act. As a condition
         of transfer, any such transferee shall agree in writing to be bound by
         the terms of this Agreement and shall have the rights of a Purchaser
         under this Agreement and the Registration Rights Agreement.

                  (b) Each Purchaser agrees to the imprinting, so long as is
         required by this SECTION 4.1(b), of the following legend on any
         certificate evidencing Securities:



                                      -16-
<PAGE>

         [NEITHER] THESE SECURITIES [NOR THE SECURITIES INTO WHICH THESE
         SECURITIES ARE [EXERCISABLE] [CONVERTIBLE]] HAVE NOT BEEN REGISTERED
         WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
         COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
         AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
         EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
         TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
         REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
         APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF
         COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL
         BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE
         SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN
         CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY
         SUCH SECURITIES.

                  The Company acknowledges and agrees that a Purchaser may from
         time to time pledge pursuant to a bona fide margin agreement or grant a
         security interest in some or all of the Securities and, if required
         under the terms of such arrangement, such Purchaser may transfer
         pledged or secured Securities to the pledgees or secured parties. Such
         a pledge or transfer would not be subject to approval of the Company
         and no legal opinion of the pledgee, secured party or pledgor shall be
         required in connection therewith. Further, no notice shall be required
         of such pledge. At the appropriate Purchaser's expense, the Company
         will execute and deliver such reasonable documentation as a pledgee or
         secured party of Securities may reasonably request in connection with a
         pledge or transfer of the Securities, including the preparation and
         filing of any required prospectus supplement under Rule 424(b)(3) of
         the Securities Act or other applicable provision of the Securities Act
         to appropriately amend the list of Selling Stockholders thereunder.

                  (c) Certificates evidencing Underlying Shares shall not
         contain any legend (including the legend set forth in Section 4.1(b)):
         (i) while a registration statement (including the Underlying Shares
         Registration Statement) covering the resale of such security is
         effective under the Securities Act, or (ii) following any sale of such
         Underlying Shares pursuant to Rule 144, or (iii) if such Underlying
         Shares are eligible for sale under Rule 144(k), or (iv) if such legend
         is not required under applicable requirements of the Securities Act
         (including judicial interpretations and pronouncements issued by the
         staff of the Commission). If all or any portion of a Debenture or
         Warrant is converted or exercised (as applicable) at a time when there
         is an effective registration statement to cover the resale of the
         Underlying Shares, or if such Underlying Shares may be sold under Rule
         144(k) or if such legend is not otherwise required under applicable
         requirements of the Securities Act (including judicial interpretations
         thereof) then such Underlying Shares shall be issued free of all
         legends. The Company agrees that following the Effective Date or at
         such time as such legend is no longer required under this Section



                                      -17-
<PAGE>

         4.1(c), it will, no later than three Trading Days following the
         delivery by a Purchaser to the Company or the Company's transfer agent
         of a certificate representing Underlying Shares issued with a
         restrictive legend, deliver or cause to be delivered to such Purchaser
         a certificate representing such shares that is free from all
         restrictive and other legends. The Company may not make any notation on
         its records or give instructions to any transfer agent of the Company
         that enlarge the restrictions on transfer set forth in this Section.

                  (d) In addition to such Purchaser's other available remedies,
         the Company shall pay to a Purchaser, in cash, as liquidated damages
         and not as a penalty, for each $1,000 of Underlying Shares (based on
         the Closing Bid Price of the Common Stock on the date such Securities
         are submitted to the Company's transfer agent) subject to this Section
         4.1(c), $20 per Trading Day (increasing to $40 per Trading Day 3
         Trading Days after such damages have begun to accrue) for each Trading
         Day after such third Trading Day until such certificate is delivered.


         4.2 ACKNOWLEDGMENT OF DILUTION. The Company acknowledges that the
issuance of the Securities may result in dilution of the outstanding shares of
Common Stock, which dilution may be substantial under certain market conditions.
The Company further acknowledges that its obligations under the Transaction
Documents, including without limitation its obligation to issue the Underlying
Shares pursuant to the Transaction Documents, are unconditional and absolute and
not subject to any right of set off, counterclaim, delay or reduction,
regardless of the effect of any such dilution or any claim that the Company may
have against any Purchaser and regardless of the dilutive effect that such
issuance may have on the ownership of the other stockholders of the Company.

         4.3 FURNISHING OF INFORMATION. As long as any Purchaser owns
Securities, the Company covenants to timely file (or obtain extensions in
respect thereof and file within the applicable grace period) all reports
required to be filed by the Company after the date hereof pursuant to the
Exchange Act. Upon the request of any Purchaser, the Company shall deliver to
such Purchaser a written certification of a duly authorized officer as to
whether it has complied with the preceding sentence. As long as any Purchaser
owns Securities, if the Company is not required to file reports pursuant to such
laws, it will prepare and furnish to each Purchaser and make publicly available
in accordance with Rule 144(c) such information as is required for each
Purchaser to sell the Securities under Rule 144. The Company further covenants
that it will take such further action as any holder of Securities may reasonably
request, all to the extent required from time to time to enable such Person to
sell such Securities without registration under the Securities Act within the
limitation of the exemptions provided by Rule 144.

         4.4 INTEGRATION. The Company shall not, and shall use its best efforts
to ensure that no Affiliate of the Company 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 each Purchaser, or
that would be integrated with the offer or sale of the Securities for purposes
of the rules and regulations of any Principal Market.



                                      -18-
<PAGE>

         4.5      RESERVATION AND LISTING OF SECURITIES.

         (a) At all times the Company shall maintain a reserve from its duly
         authorized shares of Common Stock for issuance pursuant to the
         Transaction Documents in an amount equal to 150% of the number required
         to fulfill its obligations in full under the Transaction Documents (the
         "RESERVED AMOUNT"). In order to ensure that the Company has authorized
         a sufficient amount of shares to meet the Reserved Amount at all times,
         the Company must deliver to the Purchaser at the end of every month a
         list detailing (1) the current amount of shares authorized by the
         Company and reserved for the Purchaser; and (2) amount of shares
         issuable upon conversion of the Debentures and upon exercise of the
         Warrants. If the Company fails to provide such list within five (5)
         business days of the end of each month, the Company shall pay the
         Standard Liquidated Damages Amount in cash.

                  (b) If the number of authorized but unissued (and otherwise
         unreserved) shares of Common Stock is less than 125% of (i) the Actual
         Minimum on such date, minus (ii) the number of shares of Common Stock
         previously issued pursuant to the Transaction Documents, then the Board
         of Directors of the Company shall use its best efforts to amend the
         Company's certificate or articles of incorporation to increase the
         number of authorized but unissued shares of Common Stock to at least
         the Required Minimum at such time (minus the number of shares of Common
         Stock previously issued pursuant to the Transaction Documents), as soon
         as possible and in any event not later than the 60th day after such
         date; provided that the Company will not be required at any time to
         authorize a number of shares of Common Stock greater than the maximum
         remaining number of shares of Common Stock that could possibly be
         issued after such time pursuant to the Transaction Documents.

                  (c) The Company shall: (i) in the time and manner required by
         each Principal Market, prepare and file with such Principal Market an
         additional shares listing application covering a number of shares of
         Common Stock at least equal to the greater of (A) the Required Minimum
         on the Closing Date and (B) the Required Minimum on the date of such
         application, (ii) take all steps necessary to cause such shares of
         Common Stock to be approved for listing on each Principal Market as
         soon as possible thereafter, (iii) provide to each Purchaser evidence
         of such listing, and (iv) maintain the listing of such Common Stock on
         each such Principal Market or another Principal Market.

                  (d) If, on any date, the number of shares of Common Stock
         previously listed on a Principal Market is less than 125% of the Actual
         Minimum on such date, then the Company shall take the necessary actions
         to list on such Principal Market, as soon as reasonably possible, a
         number of shares of Common Stock at least equal to the Required Minimum
         on such date; provided that the Company will not be required at any
         time to list a number of shares of Common Stock greater than the
         maximum number of shares of Common Stock that could possibly be issued
         pursuant to the Transaction Documents.

                  (e) The Company shall not effectuate a reverse split of the
         Common Stock without the prior written consent of each Purchaser.



                                      -19-
<PAGE>

         4.6 CONVERSION AND EXERCISE PROCEDURES. The form of Election to
Purchase included in the Warrants and the form of Conversion Notice included in
the Debentures set forth the totality of the procedures required in order to
exercise the Warrants or convert the Debentures. No additional legal opinion or
other information or instructions shall be necessary to enable each Purchaser to
exercise their Warrants or convert their Debentures. The Company shall honor
exercises of the Warrants and conversions of the Debentures and shall deliver
Underlying Shares in accordance with the terms, conditions and time periods set
forth in the Transaction Documents. Attached hereto as ANNEX A is a list of the
shares available to each Purchaser in light of the limitation on conversion and
exercise set forth in Section 4(a)(iii) (subject to adjustment therein) of the
Debenture prior to Shareholder Approval (as defined in Section 4.16). The
Company agrees and acknowledges that prior to Shareholder Approval and pursuant
to Section 4(a)(iii) of the Debenture, that the aggregate Issuable Maximum (as
defined in the Debenture) is 29,524,230.

         4.7 FUTURE FINANCINGS. From the date hereof until after the Effective
Date, other than as contemplated by this Agreement, neither the Company nor any
Subsidiary shall (i) incur, issue, create, guarantee, assume or otherwise become
liable on account of any indebtedness or (ii) increase any amounts owing or to
which such Person is liable under any existing obligations or (iii) issue or
sell any Capital Shares or Capital Shares Equivalents.

         4.8 SECURITIES LAWS DISCLOSURE; PUBLICITY. The Company shall, within 1
Trading Day after the Closing Date, issue a press release or file a Current
Report on Form 8-K reasonably acceptable to each Purchaser disclosing all
material terms of the transactions contemplated hereby. The Company and the each
Purchaser shall consult with each other in issuing any press releases with
respect to the transactions contemplated hereby. Notwithstanding the foregoing,
other than in any registration statement filed pursuant to the Registration
Rights Agreement and filings related thereto, the Company shall not publicly
disclose the name of any Purchaser or the terms of the Agreement, or include the
name of any Purchaser in any filing with the Commission or any regulatory agency
or Principal Market, without the prior written consent of such Purchaser, except
to the extent such disclosure is required by law or Principal Market
regulations, in which case the Company shall provide each Purchaser with prior
notice of such disclosure.

         4.9 NON-PUBLIC INFORMATION. The Company covenants and agrees that
neither it nor any other Person acting on its behalf will provide any Purchaser
or its agents or counsel with any information that the Company believes
constitutes material non-public information, unless prior thereto such Purchaser
shall have executed a written agreement regarding the confidentiality and use of
such information. The Company understands and confirms that each Purchaser shall
be relying on the foregoing representations in effecting transactions in
securities of the Company.

         4.10 USE OF PROCEEDS. The Company shall use the net proceeds from the
sale of the Securities hereunder for working capital purposes and not for the
satisfaction of any portion of the Company's debt (other than payment of trade
payables, capital lease obligations, and accrued expenses in the ordinary course
of the Company's business and prior practices), to redeem any Company equity or
equity-equivalent securities or to settle any outstanding litigation.



                                      -20-
<PAGE>

         4.11 REIMBURSEMENT. If any Purchaser becomes involved in any capacity
in any Proceeding by or against any Person who is a stockholder of the Company,
solely as a result of such Purchaser's acquisition of the Securities under this
Agreement and without causation by any other activity, obligation, condition or
liability pertaining to such Purchaser and not to the transactions contemplated
by this Agreement, the Company will reimburse such Purchaser for its reasonable
legal and other expenses (including the cost of any investigation preparation
and travel in connection therewith) incurred in connection therewith, as such
expenses are incurred. The reimbursement obligations of the Company under this
paragraph shall be in addition to any liability which the Company may otherwise
have, shall extend upon the same terms and conditions to any Affiliates of the
Purchasers who are actually named in such action, proceeding or investigation,
and partners, directors, agents, employees and controlling persons (if any), as
the case may be, of the Purchasers and any such Affiliate, and shall be binding
upon and inure to the benefit of any successors, assigns, heirs and personal
representatives of the Company, the Purchasers and any such Affiliate and any
such Person. The Company also agrees that neither the Purchasers nor any such
Affiliates, partners, directors, agents, employees or controlling persons shall
have any liability to the Company or any Person asserting claims on behalf of or
in right of the Company solely as a result of acquiring the Securities under
this Agreement.

         4.12 INDEMNIFICATION OF PURCHASERS. The Company will indemnify and hold
each Purchaser and their directors, officers, shareholders, partners, employees
and agents (each, a "PURCHASER PARTY") harmless from any and all losses,
liabilities, obligations, claims, contingencies, damages, costs and expenses,
including all judgments, amounts paid in settlements, court costs and reasonable
attorneys' fees and costs of investigation that any such Purchaser Party may
suffer or incur as a result of or relating to: (a) any misrepresentation, breach
or inaccuracy, or any allegation by a third party that, if true, would
constitute a breach or inaccuracy, of any of the representations, warranties,
covenants or agreements made by the Company in this Agreement or in the other
Transaction Documents; or (b) any cause of action, suit or claim brought or made
against such Purchaser Party and arising solely out of or solely resulting from
the execution, delivery, performance or enforcement of this Agreement or any of
the other Transaction Documents and without causation by any other activity,
obligation, condition or liability pertaining to such Purchaser and not to the
transactions contemplated by this Agreement. The Company will reimburse such
Purchaser for its reasonable legal and other expenses (including the cost of any
investigation, preparation and travel in connection therewith) incurred in
connection therewith, as such expenses are incurred.

         4.13 SHAREHOLDERS RIGHTS PLAN. In the event that a shareholders rights
plan is adopted by the Company, no claim will be made or enforced by the Company
or any other Person that any Purchaser is an "Acquiring Person" under the plan
or in any way could be deemed to trigger the provisions of such plan by virtue
of receiving Securities under the Transaction Documents.

         4.14 PARTICIPATION IN FUTURE FINANCING. From the date hereof until the
later of (a) the date a Purchaser no longer holds any Securities and (b) July 1,
2005, the Company shall not effect a financing of its Capital Shares or Capital
Shares Equivalents (a "SUBSEQUENT FINANCING") unless (i) the Company delivers to
each of such Purchasers, at least ten (10) Trading Days prior to the Closing of
such Subsequent Financing, a written notice (the "SUBSEQUENT FINANCING NOTICE")
of its intention to effect such Subsequent Financing, which Subsequent Financing




                                      -21-
<PAGE>

Notice shall describe in reasonable detail the proposed terms of such Subsequent
Financing, the amount of proceeds intended to be raised thereunder, the Person
with whom such Subsequent Financing is proposed to be effected, and attached to
which shall be a term sheet or similar document relating thereto and (ii) such
Purchaser shall not have notified the Company by 6:30 p.m. (New York City time)
on the tenth (10th) Trading Day after its receipt of the Subsequent Financing
Notice of its willingness to provide (or to cause its designee to provide),
subject to completion of mutually acceptable documentation, all or part of such
Purchaser's pro-rata portion of such financing to the Company on the same terms
set forth in the Subsequent Financing Notice. If one or more Purchasers shall
fail to so notify the Company of their willingness to participate in the
Subsequent Financing, the Company may effect the remaining portion of such
Subsequent Financing on the terms and to the Persons set forth in the Subsequent
Financing Notice; provided that the Company must provide the Purchasers with a
second Subsequent Financing Notice, and the Purchasers will again have the right
of first refusal set forth above in this Section 4.14, if the Subsequent
Financing subject to the initial Subsequent Financing Notice is not consummated
for any reason on the terms set forth in such Subsequent Financing Notice within
60 Trading Days after the date of the initial Subsequent Financing Notice with
the Person identified in the Subsequent Financing Notice. In the event the
Company receives responses to Subsequent Financing Notices from Purchasers
seeking to purchase more than the financing sought by the Company in the
Subsequent Financing such Purchasers shall have the right to purchase their Pro
Rata Portion (as defined below) of the Capital Shares or Capital Shares
Equivalents to be issued in such Subsequent Financing. "PRO RATA PORTION" is the
ratio of (x) the principal amount of Debentures purchased by a Purchaser and (y)
the sum of the aggregate principal amount of Debentures issued hereunder. If any
Purchaser no longer holds any Debentures, then the Pro Rata Portions shall be
re-allocated among the remaining Purchasers.

         4.15 BREACH OF REPRESENTATIONS AND WARRANTIES AND COVENANTS BY THE
COMPANY. If the Company breaches any of the representations, warranties or
covenants set forth in Articles III and IV, and in addition to any other
remedies available to the Purchasers pursuant to this Agreement, the Company
shall pay to each Purchaser liquidated damages of three percent (3%) of the
outstanding amount of the Debentures held by such Purchaser per month, prorated
for partial months, in cash ("STANDARD LIQUIDATED DAMAGES AMOUNT"), until such
breach is cured.


                                    ARTICLE V
                                  MISCELLANEOUS

         5.1 TERMINATION. This Agreement may be terminated by the Company or any
Purchaser, by written notice to the other parties, if the Closing has not been
consummated by the fifth business day following the date of this Agreement;
provided that no such termination will affect the right of any party to sue for
any breach by the other party (or parties).

         5.2 FEES AND EXPENSES. The Company has agreed to reimburse $20,000 to
HPC Capital Management as reimbursement for its legal fees and expenses incurred
in connection with the preparation and negotiation of the Transaction documents.
Except as expressly set forth in the Transaction Documents to the contrary, each
party shall pay the fees and expenses of its advisers, counsel, accountants and



                                      -22-
<PAGE>

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 all transfer agent fees, stamp taxes and other
taxes and duties levied in connection with the issuance of any Securities.

         5.3 ENTIRE AGREEMENT. The Transaction Documents, together with the
Exhibits and Schedules thereto, 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, which the parties
acknowledge have been merged into such documents, exhibits and schedules.

         5.4 NOTICES. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earliest of (a) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile number
specified in this Section prior to 5:30 p.m. (New York City time) on a Trading
Day, (b) the next Trading Day after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number specified in
this Section on a day that is not a Trading Day or later than 5:30 p.m. (New
York City time) on any Trading Day, (c) three Trading Days following the date of
mailing, if sent by U.S. nationally recognized overnight courier service, or (d)
upon actual receipt by the party to whom such notice is required to be given.
The addresses for such notices and communications are those set forth on the
signature pages hereof, or such other address as may be designated in writing
hereafter, in the same manner, by such Person.

         5.5 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 the Company and each of the Purchasers or, in the case of a waiver, by the
party against whom enforcement of any such waiver is sought. No waiver of any
default with respect to any provision, condition or requirement of this
Agreement shall be deemed to be a continuing waiver in the future or a waiver of
any subsequent default 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.

         5.6 CONSTRUCTION. 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. The language used in this Agreement will be deemed
to be the language chosen by the parties to express their mutual intent, and no
rules of strict construction will be applied against any party.

         5.7 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 each Purchaser. Any Purchaser may assign
its rights under this Agreement and the Registration Rights Agreement to any
Person to whom such Purchaser assigns or transfers any Securities.

         5.8 NO THIRD-PARTY BENEFICIARIES. This Agreement is intended for the
benefit of the parties hereto and their respective successors and permitted



                                      -23-
<PAGE>

assigns and is not for the benefit of, nor may any provision hereof be enforced
by, any other Person, except as otherwise set forth in Sections 4.8.

         5.9 GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL. All questions
concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by and construed and enforced in accordance with the
internal laws of the State of New York, without regard to the principles of
conflicts of law thereof. Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the City of New York,
borough of Manhattan, for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed
herein (including with respect to the enforcement of any of the Transaction
Documents), and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is improper
or inconvenient venue for such proceeding. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such
suit, action or proceeding by mailing a copy thereof via registered or certified
mail or overnight delivery (with evidence of delivery) to such party at the
address in effect for notices to it under this Agreement and agrees that such
service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. The parties hereby waive all
rights to a trial by jury. If either party shall commence an action or
proceeding to enforce any provisions of this Agreement, then the prevailing
party in such action or proceeding shall be reimbursed by the other party for
its attorneys fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such action or proceeding.

         5.10 SURVIVAL. The representations, warranties, agreements and
covenants contained herein shall survive the Closing and the delivery, exercise
and/or conversion of the Securities, as applicable.

         5.11 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) with the same force and effect as if such facsimile signature page
were an original thereof.

         5.12 SEVERABILITY. If any provision of this Agreement is held to 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 that is a reasonable substitute therefor, and upon so
agreeing, shall incorporate such substitute provision in this Agreement.

         5.13 RESCISSION AND WITHDRAWAL RIGHT. Notwithstanding anything to the
contrary contained in (and without limiting any similar provisions of) the
Transaction Documents, whenever any Purchaser exercises a right, election,
demand or option under a Transaction Document and the Company does not timely



                                      -24-
<PAGE>

perform its related obligations within the periods therein provided, then such
Purchaser may rescind or withdraw, in its sole discretion from time to time upon
written notice to the Company, any relevant notice, demand or election in whole
or in part without prejudice to its future actions and rights.

         5.14 REPLACEMENT OF SECURITIES. If any certificate or instrument
evidencing any Securities is mutilated, lost, stolen or destroyed, the Company
shall issue or cause to be issued in exchange and substitution for and upon
cancellation thereof, or in lieu of and substitution therefor, a new certificate
or instrument, but only upon receipt of evidence reasonably satisfactory to the
Company of such loss, theft or destruction and customary and reasonable
indemnity, if requested. The applicants for a new certificate or instrument
under such circumstances shall also pay any reasonable third-party costs
associated with the issuance of such replacement Securities.

         5.15 REMEDIES. In addition to being entitled to exercise all rights
provided herein or granted by law, including recovery of damages, each of the
Purchasers and the Company will be entitled to specific performance under the
Transaction Documents. The parties agree that monetary damages may not be
adequate compensation for any loss incurred by reason of any breach of
obligations described in the foregoing sentence and hereby agrees to waive in
any action for specific performance of any such obligation the defense that a
remedy at law would be adequate.

         5.16 PAYMENT SET ASIDE. To the extent that the Company makes a payment
or payments to any Purchaser pursuant to any Transaction Document or a Purchaser
enforces or exercises its rights thereunder, and such payment or payments or the
proceeds of such enforcement or exercise or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside, recovered
from, disgorged by or are required to be refunded, repaid or otherwise restored
to the Company, a trustee, receiver or any other person under any law
(including, without limitation, any bankruptcy law, state or federal law, common
law or equitable cause of action), then to the extent of any such restoration
the obligation or part thereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment had not been
made or such enforcement or setoff had not occurred.

         5.17 USURY. To the extent it may lawfully do so, the Company hereby
agrees not to insist upon or plead or in any manner whatsoever claim, and will
resist any and all efforts to be compelled to take the benefit or advantage of,
usury laws wherever enacted, now or at any time hereafter in force, in
connection with any claim, action or proceeding that may be brought by any
Purchaser in order to enforce any right or remedy under any Transaction
Document. Notwithstanding any provision to the contrary contained in any
Transaction Document, it is expressly agreed and provided that the total
liability of the Company under the Transaction Documents for payments in the
nature of interest shall not exceed the maximum lawful rate authorized under
applicable law (the "MAXIMUM RATE"), and, without limiting the foregoing, in no
event shall any rate of interest or default interest, or both of them, when



                                      -25-
<PAGE>

aggregated with any other sums in the nature of interest that the Company may be
obligated to pay under the Transaction Documents exceed such Maximum Rate. It is
agreed that if the maximum contract rate of interest allowed by law and
applicable to the Transaction Documents is increased or decreased by statute or
any official governmental action subsequent to the date hereof, the new maximum
contract rate of interest allowed by law will be the Maximum Rate of interest
applicable to the Transaction Documents from the effective date forward, unless
such application is precluded by applicable law. If under any circumstances
whatsoever, interest in excess of the Maximum Rate is paid by the Company to any
Purchaser with respect to indebtedness evidenced by the Transaction Documents,
such excess shall be applied by such Purchaser to the unpaid principal balance
of any such indebtedness or be refunded to the Company, the manner of handling
such excess to be at such Purchaser's election.

         5.18 INDEPENDENT NATURE OF PURCHASERS' OBLIGATIONS AND RIGHTS. The
obligations of each Purchaser under any Transaction Document are several and not
joint with the obligations of any other Purchaser, and no Purchaser shall be
responsible in any way for the performance of the obligations of any other
Purchaser under any Transaction Document. Nothing contained herein or in any
Transaction Document, and no action taken by any Purchaser pursuant thereto,
shall be deemed to constitute the Purchasers as a partnership, an association, a
joint venture or any other kind of entity, or create a presumption that the
Purchasers are in any way acting in concert or as a group with respect to such
obligations or the transactions contemplated by the Transaction Document. Each
Purchaser shall be entitled to independently protect and enforce its rights,
including without limitation the rights arising out of this Agreement or out of
the other Transaction Documents, and it shall not be necessary for any other
Purchaser to be joined as an additional party in any proceeding for such
purpose. Each Purchaser was introduced to the Company by HPC Capital Management,
which has acted solely as agent for the Company and not for any Purchaser. Each
Purchaser has been represented by its own separate legal counsel in their review
and negotiation of the Transaction Documents. For reasons of administrative
convenience only, Purchasers and their respective counsel have chosen to
communicate with the Company through FW. FW does not represent all of the
Purchasers but only HPC Capital Mangement. The Company has elected to provide
all Purchasers with the same terms and Transaction Documents for the convenience
of the Company and not because it was required or requested to do so by the
Purchasers.

         5.19 LIQUIDATED DAMAGES. The Company's obligations to pay any
liquidated damages or other amounts owing under the Transaction Documents is a
continuing obligation of the Company and shall not terminate until all unpaid
liquidated damages and other amounts have been paid notwithstanding the fact
that the instrument or security pursuant to which such liquidated damages or
other amounts are due and payable shall have been canceled.

                             ***********************



                                      -26-
<PAGE>


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


                                        VIRAGEN, INC.

                                        By: /s/ DENNIS W. HEALEY
                                            ------------------------------
                                            Dennis W. Healey, Executive
                                            Vice President & CFO

                                        ADDRESS FOR NOTICE:

                                        865 SW 78th Avenue, Suite 100
                                        Plantation, Florida 33324
                                        Attn: Dennis Healey
                                        Tel: (954) 233-8746
                                        Fax: (954) 233-1416

With a copy to:
(which shall not constitute notice)     James M. Schneider, Esq.
                                        Adorno & Yoss, P.A.
                                        350 E. Las Olas Boulevard, Suite 1700
                                        Fort Lauderdale, FL 33301
                                        (954) 763-1200
                                        (954) 766-7858 (Direct)
                                        (954) 766-7800 (Fax)
                                        jschneider@adorno.com
                                        Secretary (Beverly)
                                          bbryan@adorno.com


                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                      SIGNATURE PAGE FOR PURCHASER FOLLOWS]





                                      -27-
<PAGE>


                            PURCHASERS SIGNATURE PAGE

         IN WITNESS WHEREOF, the undersigned have caused this Securities
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.

PALISADES EQUITY FUND L.P.              ADDRESS FOR NOTICE:
                                        c/o PEF Advisors, LLC
                                        1215 Hightower Trail
By: /s/ PAUL T. MANNION JR.             Suite B220
    -------------------------------     Atlanta, Georgia 30350
       Name: Paul T. Mannion Jr.        Attn: Fund Manager
       Title: General Partner

Subscription Amount: surrender of $440,465 principal amount of promissory note
and $440,465 cash consideration. Principal Amount: $1,000,000

CRESCENT INTERNATIONAL LTD.             ADDRESS FOR NOTICE:
                                        c/o GreenLight (Switzerland) SA
                                        84, Avenue Louis-Casai
                                        CH 1216 Cointrin, Geneva
By: /s/ MAXI BREZZI                     Switzerland
----------------------------------      Attention: Mel Craw / Maxi Brezzi
      Name: Maxi Brezzi                 Tel.: + 41 22 791 7170 / +41 22 791 7256
      Title: Authorized Signatory       Fax : +41 22 929 5394

Subscription Amount: $616,650
Principal Amount: $700,000

ALPHA CAPITAL AG                        ADDRESS FOR NOTICE:
                                        Lettstrasse 32
                                        Furstentum 9490
By:  /s/ KONRAD ACKERMANN               Vaduz, Liechtenstein
     -----------------------------      Fax: 011-423 232 3196
        Name: Konrad Ackermann          Attn: Director
        Title: Director

Subscription Amount: $500,000
Principal Amount: $567,583

WITH A COPY TO:
(which shall not constitute notice)     Feldman Weinstein LLP
                                        420 Lexington Avenue
                                        New York, New York 10170
                                        Attn:  Robert F. Charron
                                        Tel:  (212) 869-7000
                                        Fax:  (212) 401-4741



                                      -28-
<PAGE>


                                               ANNEX A

Palisades Equity Fund LP
         Principal Amount of Debenture issued:  $1,000,000
         Subscription Amount: $880,930
         Warrant Shares issuable under Warrant:  8,333,333
         Issuable Maximum pursuant to Section 4(a)(iii) of the Debenture:
         12,997,223

Crescent International Ltd.
         Principal Amount of Debentures issued:  $700,000
         Subscription Amount: $616,650.34
         Warrant Shares issuable under Warrant:  5,833,333
         Issuable Maximum pursuant to Section 4(a)(iii) of the Debenture:
         9,157,134

Alpha Capital AG
         Principal Amount of Debenture issued:  $567,583
         Subscription Amount: $500,000
         Warrant Shares issuable under Warrant:  4,729,858
         Issuable Maximum pursuant to Section 4(a)(iii) of the Debenture:
         7,384,786


                                      -29-