E-REX, INC.

                              INVESTMENT AGREEMENT

     THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH THE
     SECURITIES AND EXCHANGE COMMISSION OR ANY STATE OR OTHER SECURITIES
     AUTHORITIES. THEY MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN
     EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM THE REGISTRATION
     REQUIREMENTS OF THE FEDERAL AND STATE SECURITIES LAWS.

     THIS INVESTMENT AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
     SOLICITATION OF AN OFFER TO PURCHASE, ANY OF THE SECURITIES DESCRIBED
     HEREIN BY OR TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR
     SOLICITATION WOULD BE UNLAWFUL. THESE SECURITIES HAVE NOT BEEN
     RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES AUTHORITIES, NOR HAVE
     SUCH AUTHORITIES CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF
     THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
     OFFENSE.

     AN INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. THE
     INVESTOR MUST RELY ON ITS OWN ANALYSIS OF THE INVESTMENT AND ASSESSMENT
     OF THE RISKS INVOLVED. SEE THE RISK FACTORS SET FORTH IN THE ATTACHED
     DISCLOSURE DOCUMENTS AS EXHIBIT J.

     SEE ADDITIONAL LEGENDS AT SECTIONS 4.7.


                  THIS INVESTMENT AGREEMENT (this "Agreement" or "Investment
Agreement") is made as of the 22nd day of December, 2000, by and between E-Rex,
Inc., a corporation duly organized and existing under the laws of the State of
Nevada (the "Company"), and Swartz Private Equity, LLC ("Investor").

                                    RECITALS:

         WHEREAS, the parties desire that, upon the terms and subject to the
conditions contained herein, the Company shall issue to the Investor, and the
Investor shall purchase from the Company, from time to time as provided herein,
shares of the Company's Common Stock, as part of an offering of Common Stock by
the Company to Investor, for a maximum aggregate offering amount of Fifteen
Million Dollars ($15,000,000) (the "Maximum Offering Amount"); and

         WHEREAS, the solicitation of this Investment Agreement and, if accepted
by the Company, the offer and sale of the Common Stock are being made in
reliance upon the provisions of Regulation D ("Regulation D") promulgated under
the Act, Section 4(2) of the Act,

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and/or upon such other exemption from the registration requirements of the Act
as may be available with respect to any or all of the purchases of Common Stock
to be made hereunder.

                                     TERMS:

         NOW, THEREFORE, the parties hereto agree as follows:

         1. Certain Definitions. As used in this Agreement (including the
recitals above), the following terms shall have the following meanings (such
meanings to be equally applicable to both the singular and plural forms of the
terms defined):

         "20% Approval" shall have the meaning set forth in Section 5.25.

         "9.9% Limitation" shall have the meaning set forth in Section 2.3.1(f).

         "Accredited Investor" shall have the meaning set forth in Section 3.1.

         "Act" shall mean the Securities Act of 1933, as amended.

         "Additional Warrant" shall have the meaning set forth in the Warrant
Antidilution Agreement.

         "Advance Put Notice" shall have the meaning set forth in Section
2.3.1(a), the form of which is attached hereto as Exhibit E.

         "Advance Put Notice Confirmation" shall have the meaning set forth in
Section 2.3.1(a), the form of which is attached hereto as Exhibit F.

         "Advance Put Notice Date" shall have the meaning set forth in Section
2.3.1(a).

         "Affiliate" shall have the meaning as set forth Section 6.4.

         "Aggregate Issued Shares" equals the aggregate number of shares of
Common Stock issued to Investor pursuant to the terms of this Agreement or the
Registration Rights Agreement as of a given date, including Put Shares and
Warrant Shares.

         "Agreed Upon Procedures Report" shall have the meaning set forth in
Section 2.5.3(b).

         "Agreement" shall mean this Investment Agreement.

         "Automatic Termination" shall have the meaning set forth in Section
2.3.2.

         "Bring Down Cold Comfort Letters" shall have the meaning set forth in
Section 2.3.7(b).

         "Business Day" shall mean any day during which the Principal Market is
open for trading.

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<PAGE>

         "Calendar Month" shall mean the period of time beginning on the numeric
day in question in a calendar month and for Calendar Months thereafter,
beginning on the earlier of (i) the same numeric day of the next calendar month
or (ii) the last day of the next calendar month. Each Calendar Month shall end
on the day immediately preceding the beginning of the next succeeding Calendar
Month.

         "Cap Amount" shall have the meaning set forth in Section 2.3.11.

         "Capital Raising Limitations" shall have the meaning set forth in
Section 6.5.1.

         "Capitalization Schedule" shall have the meaning set forth in Section
3.2.4, attached hereto as Exhibit K.

         "Change in Control" shall have the meaning set forth within the
definition of Major Transaction, below.

         "Closing" shall mean one of (i) the Investment Commitment Closing and
(ii) each closing of a purchase and sale of Common Stock pursuant to Section 2.

         "Closing Bid Price" means, for any security as of any date, the last
closing bid price for such security during Normal Trading on the O.T.C. Bulletin
Board, or, if the O.T.C. Bulletin Board is not the principal securities exchange
or trading market for such security, the last closing bid price during Normal
Trading of such security on the principal securities exchange or trading market
where such security is listed or traded as reported by such principal securities
exchange or trading market, or if the foregoing do not apply, the last closing
bid price during Normal Trading of such security in the over-the-counter market
on the electronic bulletin board for such security, or, if no closing bid price
is reported for such security, the average of the bid prices of any market
makers for such security as reported in the "pink sheets" by the National
Quotation Bureau, Inc. If the Closing Bid Price cannot be calculated for such
security on such date on any of the foregoing bases, the Closing Bid Price of
such security on such date shall be the fair market value as mutually determined
by the Company and the Investor in this Offering. If the Company and the
Investor in this Offering are unable to agree upon the fair market value of the
Common Stock, then such dispute shall be resolved by an investment banking firm
mutually acceptable to the Company and the Investor in this offering and any
fees and costs associated therewith shall be paid by the Company.

         "Commitment Evaluation Period" shall have the meaning set forth in
Section 2.6.

         "Commitment Period" shall have the meaning set forth in Section
2.3.2(d).

         "Commitment Warrants" shall have the meaning set forth in Section
2.4.1, the form of which is attached hereto as Exhibit U.

         "Common Shares" shall mean the shares of Common Stock of the Company.

         "Common Stock" shall mean the common stock of the Company.

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<PAGE>

         "Company" shall mean E-Rex, Inc., a corporation duly organized and
existing under the laws of the State of Nevada.

         "Company Designated Maximum Put Dollar Amount" shall have the meaning
set forth in Section 2.3.1(a).

         "Company Designated Minimum Put Share Price" shall have the meaning set
forth in Section 2.3.1(a).

         "Company Termination" shall have the meaning set forth in Section
2.3.12.

         "Conditions to Investor's Obligations" shall have the meaning as set
forth in Section 2.2.2.

          "Delisting Event" shall mean any time during the term of this
Investment Agreement, that the Company's Common Stock is not listed for and
actively trading on the O.T.C. Bulletin Board, the Nasdaq Small Cap Market, the
Nasdaq National Market, the American Stock Exchange, or the New York Stock
Exchange or is suspended or delisted with respect to the trading of the shares
of Common Stock on such market or exchange.

         "Disclosure Documents" shall have the meaning as set forth in Section
3.2.4.

         "Due Diligence Review" shall have the meaning as set forth in Section
2.5.

         "Effective Date" shall have the meaning set forth in Section 2.3.1.

         "Equity Securities" shall have the meaning set forth in Section 6.5.1.

         "Evaluation Day" shall have the meaning set forth in Section 2.3.1(b).

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         "Excluded Day" shall have the meaning set forth in Section 2.3.1(b).

         "Extended Put Period" shall mean the period of time between the Advance
Put Notice Date until the Pricing Period End Date.

         "Impermissible Put Cancellation" shall have the meaning set forth in
Section 2.3.1(e).

         "Indemnified Liabilities" shall have the meaning set forth in Section
9.

         "Indemnities" shall have the meaning set forth in Section 9.

         "Indemnitor" shall have the meaning set forth in Section 9.

         "Individual Put Limit" shall have the meaning set forth in Section
2.3.1 (b).

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<PAGE>

          "Ineffective Period" shall have the meaning given to it in the
Registration Rights Agreement.

         "Ineffective Registration Payment" shall have the meaning given to it
in the Registration Rights Agreement.

         "Intended Put Share Amount" shall have the meaning set forth in Section
2.3.1(a).

         "Investment Commitment Closing" shall have the meaning set forth in
Section 2.2.1.

         "Investment Agreement" shall mean this Investment Agreement.

         "Investment Commitment Opinion of Counsel" shall mean an opinion from
Company's independent counsel, substantially in the form attached as Exhibit B,
or such other form as agreed upon by the parties, as to the Investment
Commitment Closing.

         "Investment Date" shall mean the date of the Investment Commitment
Closing.

         "Investor" shall have the meaning set forth in the preamble hereto.

         "Key Employee" shall have the meaning set forth in Section 5.17, as set
forth in Exhibit N.

         "Late Payment Amount" shall have the meaning set forth in Section
2.3.9.

         "Legend" shall have the meaning set forth in Section 4.7.

         "Major Transaction" shall mean and shall be deemed to have occurred at
such time upon any of the following events:

                  (i) a consolidation, merger or other business combination or
event or transaction following which the holders of Common Stock of the Company
immediately preceding such consolidation, merger, combination or event either
(i) no longer hold a majority of the shares of Common Stock of the Company or
(ii) no longer have the ability to elect the board of directors of the Company
(a "Change of Control");

                  (ii) the sale or transfer of a portion of the Company's assets
not in the ordinary course of business;

                  (iii) the purchase of assets by the Company not in the
ordinary course of business; or

                  (iv) a purchase, tender or exchange offer made to the holders
of outstanding shares of Common Stock.

         "Market Price" shall equal the lowest Closing Bid Price for the Common
Stock on the Principal Market during the Pricing Period for the applicable Put.

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<PAGE>

         "Material Facts" shall have the meaning set forth in Section 2.3.7(a).

         "Maximum Put Dollar Amount" shall mean the lesser of (i) the Company
Designated Maximum Put Dollar Amount, if any, specified by the Company in a Put
Notice, and (ii) $2 million.

         "Maximum Offering Amount" shall mean have the meaning set forth in the
recitals hereto.

         "NASD" shall have the meaning set forth in Section 6.9.

         "Nasdaq 20% Rule" shall have the meaning set forth in Section 2.3.11.

         "Non-Usage Fee" shall have the meaning set forth in Section 2.6.

         "Normal Trading" shall mean trading that occurs between 9:30 AM and
4:00 PM, New York City Time, on any Business Day, and shall expressly exclude
"after hours" trading.

         "Numeric Day" shall mean the numerical day of the month of the
Investment Date or the last day of the calendar month in question, whichever is
less.

         "NYSE" shall have the meaning set forth in Section 6.9.

         "Offering" shall mean the Company's offering of Common Stock and
Warrants issued under this Investment Agreement.

         "Officer's Certificate" shall mean a certificate, signed by an officer
of the Company, to the effect that the representations and warranties of the
Company in this Agreement required to be true for the applicable Closing are
true and correct in all material respects and all of the conditions and
limitations set forth in this Agreement for the applicable Closing are
satisfied.

         "Opinion of Counsel" shall mean, as applicable, the Investment
Commitment Opinion of Counsel, the Put Opinion of Counsel, and the Registration
Opinion.

         "Payment Due Date" shall have the meaning set forth in Section 2.3.9.

         "Pricing Period" shall mean, unless otherwise shortened under the terms
of this Agreement, the period beginning on the Business Day immediately
following the Put Date and ending on and including the date which is 20 Business
Days after such Put Date.

         "Pricing Period End Date" shall mean the last Business Day of any
Pricing Period.

         "Principal Market" shall mean the O.T.C. Bulletin Board, the Nasdaq
Small Cap Market, the Nasdaq National Market, the American Stock Exchange or the
New York Stock Exchange, whichever is at the time the principal trading exchange
or market for the Common Stock.

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<PAGE>

         "Proceeding" shall have the meaning as set forth Section 5.1.

         "Purchase" shall have the meaning set forth in Section 2.3.8.

         "Purchase Warrant Exercise Price" shall have the meaning set forth in
Section 2.4.2.

         "Purchase Warrants" shall have the meaning set forth in Section 2.4.2,
the form of which is attached hereto as Exhibit D.

         "Put" shall have the meaning set forth in Section 2.3.1(d).

         "Put Closing" shall have the meaning set forth in Section 2.3.9.

         "Put Closing Date" shall have the meaning set forth in Section 2.3.9.

         "Put Date" shall mean the date that is specified by the Company in any
Put Notice for which the Company intends to exercise a Put under Section 2.3.1,
unless the Put Date is postponed pursuant to the terms hereof, in which case the
"Put Date" is such postponed date.

         "Put Dollar Amount" shall be determined by multiplying the Put Share
Amount by the respective Put Share Prices with respect to such Put Shares,
subject to the limitations herein.

         "Put Interruption Date" shall have the meaning set forth in Section
2.3.4.

         "Put Interruption Event" shall have the meaning set forth in Section
2.3.4.

         "Put Interruption Notice" shall have the meaning set forth in Section
2.3.4.

         "Put Notice" shall have the meaning set forth in Section 2.3.1(d), the
form of which is attached hereto as Exhibit G.

         "Put Notice Confirmation" shall have the meaning set forth in Section
2.3.1(d), the form of which is attached hereto as Exhibit H.

         "Put Opinion of Counsel" shall mean an opinion from Company's
independent counsel, in the form attached as Exhibit I, or such other form as
agreed upon by the parties, as to any Put Closing.

         "Put Share Amount" shall have the meaning as set forth Section
2.3.1(b).

         "Put Share Price" shall have the meaning set forth in Section 2.3.1(c).

         "Put Shares" shall mean shares of Common Stock that are purchased by
the Investor pursuant to a Put.

         "Registrable Securities" shall have the meaning as set forth in the
Registration Rights Agreement.

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<PAGE>

         "Registration Opinion" shall have the meaning set forth in Section
2.3.7(a), the form of which is attached hereto as Exhibit R.

         "Registration Opinion Deadline" shall have the meaning set forth in
Section 2.3.7(a).

         "Registration Rights Agreement" shall mean that certain registration
rights agreement entered into by the Company and Investor on even date herewith,
in the form attached hereto as Exhibit A, or such other form as agreed upon by
the parties.

         "Registration Statement" shall have the meaning as set forth in the
Registration Rights Agreement.

         "Regulation D" shall have the meaning set forth in the recitals hereto.

         "Reporting Issuer" shall have the meaning set forth in Section 6.2.

         "Restrictive Legend" shall have the meaning set forth in Section 4.7.

         "Required Put Documents" shall have the meaning set forth in Section
2.3.6.

         "Right of First Refusal" shall have the meaning set forth in Section
6.5.2.

         "Risk Factors" shall have the meaning set forth in Section 3.2.4,
attached hereto as Exhibit J.

         "Schedule of Exceptions" shall have the meaning set forth in Section 5,
and is attached hereto as Exhibit C.

         "SEC" shall mean the Securities and Exchange Commission.

         "Securities" shall mean this Investment Agreement, together with the
Common Stock of the Company, the Warrants and the Warrant Shares issuable
pursuant to this Investment Agreement.

         "Share Authorization Increase Approval" shall have the meaning set
forth in Section 5.25.

         "Stockholder 20% Approval" shall have the meaning set forth in Section
6.11.

         "Supplemental Registration Statement" shall have the meaning set forth
in the Registration Rights Agreement.

         "Term" shall mean the term of this Agreement, which shall be a period
of time beginning on the date of this Agreement and ending on the Termination
Date.

         "Termination Date" shall mean the earlier of (i) the date that is three
(3) years after the Effective Date, or (ii) the date that is thirty (30)
Business Days after the later of (a) the Put

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Closing Date on which the sum of the aggregate Put Share Price for all Put
Shares equal the Maximum Offering Amount, (b) the date that the Company has
delivered a Termination Notice to the Investor, (c) the date of an Automatic
Termination, and (d) the date that all of the Warrants have been exercised.

         "Termination Fee" shall have the meaning as set forth in Section 2.6.

         "Termination Notice" shall have the meaning as set forth in Section
2.3.12.

         "Third Party Report" shall have the meaning set forth in Section 3.2.4.

         "Trading Volume " shall mean the volume of shares of the Company's
Common Stock that trade between 9:30 AM and 4:00 PM, New York City Time, on any
Business Day, and shall expressly exclude any shares trading during "after
hours" trading.

         "Transaction Documents" shall have the meaning set forth in Section 9.

         "Transfer Agent" shall have the meaning set forth in Section 6.10.

         "Transfer Agent Instructions" shall mean the Company's instructions to
its transfer agent, substantially in the form attached as Exhibit T, or such
other form as agreed upon by the parties.

         "Trigger Price" shall have the meaning set forth in Section 2.3.1(b).

         "Unlegended Share Certificates" shall mean a certificate or
certificates (or electronically delivered shares, as appropriate) (in
denominations as instructed by Investor) representing the shares of Common Stock
to which the Investor is then entitled to receive, registered in the name of
Investor or its nominee (as instructed by Investor) and not containing a
restrictive legend or stop transfer order, including but not limited to the Put
Shares for the applicable Put and Warrant Shares.

         "Use of Proceeds Schedule" shall have the meaning as set forth in
Section 3.2.4, attached hereto as Exhibit L.

         "Volume Limitations" shall have the meaning set forth in Section
2.3.1(b).

         "Warrant Antidilution Agreement" shall mean that certain Warrant
Antidilution Agreement entered into by the Company and Investor on even date
herewith, in the form attached hereto as Exhibit O, or such other form as agreed
upon by the parties.

         "Warrant Shares" shall mean the Common Stock issued or issuable upon
exercise of the Warrants.

         "Warrants" shall mean the Purchase Warrants, the Commitment Warrants
and the Additional Warrants.

                                       9
<PAGE>

         2.       Purchase and Sale of Common Stock.

                  2.1  Offer to Subscribe.

                  Subject to the terms and conditions herein and the
satisfaction of the conditions to closing set forth in Sections 2.2 and 2.3
below, Investor hereby agrees to purchase such amounts of Common Stock and
accompanying Warrants as the Company may, in its sole and absolute discretion,
from time to time elect to issue and sell to Investor according to one or more
Puts pursuant to Section 2.3 below.

                  2.2      Investment Commitment.

                           2.2.1  Investment  Commitment  Closing.  The closing
of this Agreement (the  "Investment Commitment Closing") shall be deemed to
occur when this Agreement, the Registration Rights Agreement, the Commitment
Warrant and the Warrant Antidilution Agreement have been duly executed by both
Investor and the Company, the Transfer Agent Instructions have been duly
executed by both the Company and the Transfer Agent, and the other Conditions to
Investor's Obligations set forth in Section 2.2.2 below have been met.

                           2.2.2  Conditions  to  Investor's  Obligations.  As
a  prerequisite  to  the  Investment Commitment Closing and the Investor's
obligations hereunder, all of the following (the "Conditions to Investor's
Obligations") shall have been satisfied prior to or concurrently with the
Company's execution and delivery of this Agreement:

                  (a)      the following documents shall have been delivered to
                           the Investor: (i) the Registration Rights Agreement
                           (executed by the Company and Investor), (ii) the
                           Commitment Warrant, (iii) the Investment Commitment
                           Opinion of Counsel (signed by the Company's counsel),
                           (iv) the Warrant Antidilution Agreement (executed by
                           the Company and Investor), (v) the Transfer Agent
                           Instructions (executed by the Company and the
                           Transfer Agent), and (vi) a Secretary's Certificate
                           as to (A) the resolutions of the Company's board of
                           directors authorizing this transaction, (B) the
                           Company's Certificate of Incorporation, and (C) the
                           Company's Bylaws;

                  (b)      this Investment Agreement, accepted by the Company,
                           shall have been received by the Investor;

                  (c)      the Company's Common Stock shall be listed for
                           trading and actually trading on the O.T.C. Bulletin
                           Board, the Nasdaq Small Cap Market, the Nasdaq
                           National Market, the American Stock Exchange or the
                           New York Stock Exchange;

                  (d)      other than continuing losses described in the Risk
                           Factors set forth in the Disclosure Documents
                           (provided for in Section 3.2.4), as of the Closing
                           there have been no material adverse changes in the
                           Company's business prospects or financial condition
                           since the date of the last balance sheet included in
                           the Disclosure Documents, including but not limited
                           to incurring material liabilities; and

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<PAGE>

                  (e)      the representations and warranties of the Company in
                           this Agreement shall be true and correct in all
                           material respects and the conditions to Investor's
                           obligations set forth in this Section 2.2.2 shall
                           have been satisfied as of such Closing; and the
                           Company shall deliver an Officer's Certificate,
                           signed by an officer of the Company, to such effect
                           to the Investor.

                  2.3  Puts of Common Shares to the Investor.

                           2.3.1  Procedure to Exercise a Put.  Subject to the
Individual  Put Limit,  the Maximum Offering Amount and the Cap Amount (if
applicable), and the other conditions and limitations set forth in this
Agreement, at any time beginning on the date on which the Registration Statement
is declared effective by the SEC (the "Effective Date"), the Company may, in
its sole and absolute discretion, elect to exercise one or more Puts according
to the following procedure, provided that each subsequent Put Date after the
first Put Date shall be no sooner than five (5) Business Days following the
preceding Pricing Period End Date:

                                    (a) Delivery of Advance Put Notice. At
least  ten  (10)  Business  Days but not more than twenty (20) Business Days
prior to any intended Put Date (unless otherwise agreed in writing by the
Investor), the Company shall deliver advance written notice (the "Advance Put
Notice," the form of which is attached hereto as Exhibit E, the date of such
Advance Put Notice being the "Advance Put Notice Date") to Investor stating the
Put Date for which the Company shall, subject to the limitations and
restrictions contained herein, exercise a Put and stating the number of shares
of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar
Amount) which the Company intends to sell to the Investor for the Put (the
"Intended Put Share Amount").

         The Company may, at its option, also designate in any Advance Put
Notice (i) a maximum dollar amount of Common Stock, not to exceed $2,000,000,
which it shall sell to Investor during the Put (the "Company Designated Maximum
Put Dollar Amount") and/or (ii) a minimum purchase price per Put Share at which
the Investor may purchase shares of Common Stock pursuant to such Put Notice (a
"Company Designated Minimum Put Share Price"). The Company Designated Minimum
Put Share Price, if applicable, shall be no greater than the lesser of (i) 80%
of the Closing Bid Price of the Company's common stock on the Business Day
immediately preceding the Advance Put Notice Date, or (ii) the Closing Bid Price
of the Company's common stock on the Business Day immediately preceding the
Advance Put Notice Date minus $0.125. The Company may decrease (but not
increase) the Company Designated Minimum Put Share Price for a Put at any time
by giving the Investor written notice of such decrease not later than 12:00
Noon, New York City time, on the Business Day immediately preceding the Business
Day that such decrease is to take effect. A decrease in the Company Designated
Minimum Put Share Price shall have no retroactive effect on the determination of
Trigger Prices and Excluded Days for days preceding the Business Day that such
decrease takes effect, provided that the Put Share Price for all shares in a Put
shall be calculated using the lowest Company Designated Minimum Put Share Price,
as decreased.

         Notwithstanding the above, if, at the time of delivery of an Advance
Put Notice, more than two (2) Calendar Months have passed since the date of the
previous Put Closing, such

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<PAGE>

Advance Put Notice shall provide at least twenty (20) Business Days notice of
the intended Put Date, unless waived in writing by the Investor. In order to
effect delivery of the Advance Put Notice, the Company shall (i) send the
Advance Put Notice by facsimile on such date so that such notice is received by
the Investor by 6:00 p.m., New York, NY time, and (ii) surrender such notice on
such date to a courier for overnight delivery to the Investor (or two (2) day
delivery in the case of an Investor residing outside of the U.S.). Upon receipt
by the Investor of a facsimile copy of the Advance Put Notice, the Investor
shall, within two (2) Business Days, send, via facsimile, a confirmation of
receipt (the "Advance Put Notice Confirmation," the form of which is attached
hereto as Exhibit F) of the Advance Put Notice to the Company specifying that
the Advance Put Notice has been received and affirming the intended Put Date and
the Intended Put Share Amount.

                                    (b) Put Share Amount.  The "Put Share
Amount" is the number of shares of Common Stock that the Investor shall be
obligated to purchase in a given Put, and shall equal the lesser of (i) the
Intended Put Share Amount, and (ii) the Individual Put Limit. The "Individual
Put Limit" shall equal the lesser of (A) 1,500,000 shares, (B) 15% of the sum of
the aggregate daily reported Trading Volumes in the outstanding Common Stock on
the Company's Principal Market, excluding any block trades of 20,000 or more
shares of Common Stock, for all Evaluation Days (as defined below) in the
Pricing Period, (C) the number of Put Shares which, when multiplied by their
respective Put Share Prices, equals the Maximum Put Dollar Amount, and (D) the
9.9% Limitation, but in no event shall the Individual Put Limit exceed 15% of
the sum of the aggregate daily reported Trading Volumes in the outstanding
Common Stock on the Company's Principal Market, excluding any block trades of
20,000 or more shares of Common Stock, for the twenty (20) Business Days
immediately preceding the Advance Put Notice Date (this limitation, together
with the limitation in (B) immediately above are collectively referred to herein
as the "Volume Limitations"). Company agrees not to trade Common Stock or
arrange for Common Stock to be traded for the purpose of artificially increasing
the Volume Limitations.

         For purposes of this Agreement:

                  "Trigger Price" for any Pricing Period shall mean the greater
of (i) the Company Designated Minimum Put Share Price, plus $0.075, or (ii) the
Company Designated Minimum Put Share Price divided by .91.

                  An "Excluded Day" shall mean each Business Day during a
Pricing Period where the lowest intra-day trading price of the Common Stock is
less than the Trigger Price and each Business Day defined in Section 2.3.4 as an
"Excluded Day".

                  An "Evaluation Day" shall mean each Business Day during a
Pricing Period that is not an Excluded Day.

                                    (c) Put Share Price.  The purchase price for
the Put Shares (the "Put Share Price") shall equal the lesser of (i) the Market
Price for such Put, minus $0.075, or (ii) 91% of the Market Price for such Put,
but shall in no event be less than the Company Designated Minimum Put Share
Price for such Put, if applicable.

                                       12
<PAGE>

                                    (d)  Delivery of Put Notice.  After
delivery of an Advance Put Notice, on the Put Date specified in the Advance Put
Notice the Company shall deliver written notice (the "Put Notice," the form of
which is attached hereto as Exhibit G) to Investor stating (i) the Put Date,
(ii) the Intended Put Share Amount as specified in the Advance Put Notice (such
exercise a "Put"), (iii) the Company Designated Maximum Put Dollar Amount (if
applicable), and (iv) the Company Designated Minimum Put Share Price (if
applicable). In order to effect delivery of the Put Notice, the Company shall
(i) send the Put Notice by facsimile on the Put Date so that such notice is
received by the Investor by 6:00 p.m., New York, NY time, and (ii) surrender
such notice on the Put Date to a courier for overnight delivery to the Investor
(or two (2) day delivery in the case of an Investor residing outside of the
U.S.). Upon receipt by the Investor of a facsimile copy of the Put Notice, the
Investor shall, within two (2) Business Days, send, via facsimile, a
confirmation of receipt (the "Put Notice Confirmation," the form of which is
attached hereto as Exhibit H) of the Put Notice to Company specifying that the
Put Notice has been received and affirming the Put Date and the Intended Put
Share Amount.

                                    (e)  Delivery of  Required  Put  Documents.
On or before the Put Date for such Put, the Company shall deliver the Required
Put Documents (as defined in Section 2.3.6 below) to the Investor (or to an
agent of Investor, if Investor so directs). Unless otherwise specified by the
Investor, the delivery of the Put Shares of Common Stock shall be in the form of
physical certificates. If the Company has not delivered all of the Required Put
Documents to the Investor on or before the Put Date, the Put shall be
automatically cancelled, unless the Investor agrees to delay the Put Date by up
to three (3) Business Days, in which case the Pricing Period begins on the
Business Day following such new Put Date. If the Company has not delivered all
of the Required Put Documents to the Investor on or before the Put Date (or new
Put Date, if applicable), and the Investor has not agreed in writing to delay
the Put Date, the Put is automatically canceled (an "Impermissible Put
Cancellation") and the Company shall pay the Investor $5,000 for its reasonable
due diligence expenses incurred in preparation for the canceled Put and the
Company may deliver an Advance Put Notice for the subsequent Put no sooner than
ten (10) Business Days after the date that such Put was canceled, unless
otherwise agreed by the Investor. Also, in the event of a Put Interruption
Notice that occurs prior to the Put Date, the Company shall pay the Investor
$5,000 for its reasonable due diligence expenses incurred in preparation for the
interrupted Put.

                                     (f) Limitation on Investor's  Obligation
to Purchase Shares. Notwithstanding anything to the contrary in this Agreement,
in no event shall the Investor be required to purchase, and an Intended Put
Share Amount may not include, an amount of Put Shares, which when added to the
number of Put Shares acquired by the Investor pursuant to this Agreement during
the 61 days preceding the Put Date with respect to which this determination of
the permitted Intended Put Share Amount is being made, would exceed 9.9% of the
number of shares of Common Stock outstanding (on a fully diluted basis, to the
extent that inclusion of unissued shares is mandated by Section 13(d) of the
Exchange Act) on the Put Date for such Pricing Period, as determined in
accordance with Section 13(d) of the Exchange Act (the "Section 13(d)
Outstanding Share Amount"). Each Put Notice shall include a representation of
the Company as to the Section 13(d) Outstanding Share Amount on the related Put
Date. In the event that the Section 13(d) Outstanding Share Amount is different
on any date during a Pricing Period than on the Put Date associated with such
Pricing Period, then the number of shares of Common Stock outstanding on such
date during such Pricing Period shall govern for purposes of

                                       13
<PAGE>

determining whether the Investor, when aggregating all purchases of Shares made
pursuant to this Agreement in the 61 calendar days preceding such date, would
have acquired more than 9.9% of the Section 13(d) Outstanding Share Amount. The
limitation set forth in this Section 2.3.1(f) is referred to as the "9.9%
Limitation."

                           2.3.2  Termination  of Right to Put. The  Company's
right to initiate subsequent Puts to the Investor shall terminate permanently
(each, an "Automatic Termination") upon the occurrence of any of the following:

                                    (a) if, at any time,  either the Company or
any director or executive officer of the Company has engaged in a transaction or
conduct related to the Company that has resulted in (i) a Securities and
Exchange Commission enforcement action, or (ii) a civil judgment or criminal
conviction for fraud or misrepresentation, or for any other offense that, if
prosecuted criminally, would constitute a felony under applicable law;

                                    (b) on any date  after a  cumulative  time
period or series of time periods, consisting only of Ineffective Periods and
Delisting Events, that lasts for an aggregate of four (4) months;

                                    (c) if at any  time  the  Company  has
filed for and/or is subject to any bankruptcy, insolvency, reorganization or
liquidation proceedings or other proceedings for relief under any bankruptcy law
or any law for the relief of debtors instituted by or against the Company or any
subsidiary of the Company;

                                    (d)  after  the  sooner  of (i) the date
that is three (3) years after the Effective Date, or (ii) the Put Closing Date
on which the aggregate of the Put Dollar Amounts for all Puts equal the Maximum
Offering Amount (the "Commitment Period");

                                    (e) the  Company  has  breached  any
covenant  in Section  2.6,  Section 6, or Section 9 hereof; or

                                    (f) if no Registration  Statement has been
declared effective by the date that is one (1) year after the date of this
Agreement, the Automatic Termination shall occur on the date that is one (1)
year after the date of this Agreement.

                           2.3.3  Maximum  Offering  Amount.  The  Investor
shall not be obligated to purchase any additional Put Shares once the aggregate
Put Dollar Amount paid by Investor equals the Maximum Offering Amount.

                           2.3.4    Put  Interruption.  Once the  Company
delivers an Advance Put Notice to the Investor, the Company may not cancel the
Put. In the event of a Put Interruption Event (as defined below)), in each case
during any Pricing Period, then (A) the Company shall notify the Investor in
writing (a "Put Interruption Notice") as soon as possible by facsimile and
overnight courier, but no later than the end of the Business Day in which the
Company becomes aware of such facts, (B) the Pricing Period shall be extended or
shortened, as applicable, such that the Pricing Period End Date is the tenth
(10th) Business Day after the date of such Put Interruption Notice from the
Company, (the"Put Interruption Date"), (C) each Business Day from

                                       14
<PAGE>

and including the Put Interruption Date through and including the Pricing Period
End Date for the applicable Put (as extended or shortened, if applicable), shall
be considered to be an "Excluded Day," as that term is used in this Agreement,
and (D) the Company Designated Minimum Put Share Price, if any, shall not apply
to the affected Put. In the event that a Put Interruption Event occurs after an
Advance Put Notice Date, but before the applicable Put Date, that Put shall be
deemed to be terminated, and the Company may deliver an Advance Put Notice for a
new Put anytime beginning on the following Business Day, if otherwise allowed
under this Agreement. A "Put Interruption Event" shall mean any of the
following: (i) an Automatic Termination, (ii) the occurrence of one of the
events specified in Section 2.3.5 below, or (iii) the occurrence of one of the
following events:

                                    (a) the  Company  has  announced  a
subdivision or combination, including a reverse split, of its Common Stock or
has subdivided or combined its Common Stock;

                                    (b) the Company  has paid a dividend of
its Common  Stock or has made any other distribution of its Common Stock;

                                    (c) the Company has made a distribution  of
all or any portion of its assets or evidences of indebtedness to the holders of
its Common Stock;

                                    (d) a Major Transaction has occurred; or

                                    (e) the Company  discovers the existence of
Material  Facts or any  Ineffective Period or Delisting Event occurs.

                           2.3.5  Conditions  Precedent  to the Right of the
Company to  Deliver  an  Advance  Put Notice or a Put Notice. The right of the
Company to deliver an Advance Put Notice or a Put Notice is subject to the
satisfaction, on the date of delivery of such Advance Put Notice or Put Notice,
of each of the following conditions:

                  (a)      the Company's Common Stock shall be listed for and
                           actively trading on the O.T.C. Bulletin Board, the
                           Nasdaq Small Cap Market, the Nasdaq National Market
                           or the New York Stock Exchange and the Put Shares
                           shall be so listed, and to the Company's knowledge
                           there is no notice of any suspension or delisting
                           with respect to the trading of the shares of Common
                           Stock on such market or exchange;

                  (b)      the Company shall have satisfied any and all
                           obligations pursuant to the Registration Rights
                           Agreement, including, but not limited to, the filing
                           of the Registration Statement with the SEC with
                           respect to the resale of all Registrable Securities
                           and the requirement that the Registration Statement
                           shall have been declared effective by the SEC for the
                           resale of all Registrable Securities and the Company
                           shall have satisfied and shall be in compliance with
                           any and all obligations pursuant to this Agreement
                           and the Warrants;

                                       15
<PAGE>

                  (c)      the representations and warranties of the Company are
                           true and correct in all material respects as if made
                           on such date and the conditions to Investor's
                           obligations set forth in this Section 2.3.5 are
                           satisfied as of such Closing, and the Company shall
                           deliver a certificate, signed by an officer of the
                           Company, to such effect to the Investor;

                  (d)      the Company shall have reserved for issuance a
                           sufficient number of Common Shares for the purpose of
                           enabling the Company to satisfy any obligation to
                           issue Common Shares pursuant to any Put and to effect
                           exercise of the Warrants;

                  (e)      the Registration Statement is not subject to an
                           Ineffective Period as defined in the Registration
                           Rights Agreement, the prospectus included therein is
                           current and deliverable, and to the Company's
                           knowledge there is no notice of any investigation or
                           inquiry concerning any stop order with respect to the
                           Registration Statement;

                  (f)      if the Aggregate Issued Shares after the Closing of
                           the Put would exceed the Cap Amount, the Company
                           shall have obtained the Stockholder 20% Approval as
                           specified in Section 6.11, if the Company's Common
                           Stock is listed on the NASDAQ Small Cap Market or the
                           NASDAQ National Market System (the "NMS"), and such
                           approval is required by the rules of the NASDAQ;

                  (g)      the Company shall have no knowledge of any event more
                           likely than not to have the effect of causing any
                           Registration Statement to be suspended or otherwise
                           ineffective (which event is more likely than not to
                           occur within the thirty Business Days following the
                           date on which such Advance Put Notice and Put Notice
                           is deemed delivered);

                  (h)      there is not then in effect any law, rule or
                           regulation prohibiting or restricting the
                           transactions contemplated hereby, or requiring any
                           consent or approval which shall not have been
                           obtained, nor is there any pending or threatened
                           proceeding or investigation which may have the effect
                           of prohibiting or adversely affecting any of the
                           transactions contemplated by this Agreement;

                  (i)      no statute, rule, regulation, executive order,
                           decree, ruling or injunction shall have been enacted,
                           entered, promulgated or adopted by any court or
                           governmental authority of competent jurisdiction that
                           prohibits the transactions contemplated by this
                           Agreement, and no actions, suits or proceedings shall
                           be in progress, pending or threatened by any person
                           (other than the Investor or any affiliate of the
                           Investor), that seek to enjoin or prohibit the
                           transactions contemplated by this Agreement. For
                           purposes of this paragraph (i), no proceeding shall
                           be deemed pending or threatened unless one of the
                           parties has received written or oral notification
                           thereof prior to the applicable Closing Date;

                                       16
<PAGE>

                  (j)      the Put Shares delivered to the Investor are DTC
                           eligible and can be immediately converted into
                           electronic form; and

                  (k)      there has been no assertion by the SEC that there has
                           been a violation of Section 5 of the Securities Act
                           caused by the integration of the private sale of
                           common stock to the Investor and the public offering
                           pursuant to the Registration Statement, and there
                           have been no claims made by third parties against the
                           Investor based on a such an alleged Section 5
                           violation.

                             2.3.6  Documents  Required to be  Delivered on the
Put Date as Conditions to Closing of any Put. The Closing of any Put and
Investor's obligations hereunder shall additionally be conditioned upon the
delivery to the Investor of each of the following (the "Required Put Documents")
on or before the applicable Put Date:

                                    (a) a number of Unlegended Share
Certificates equal to the Intended Put Share Amount, in denominations of not
more than 50,000 shares per certificate;

                                    (b) the following  documents:  Put Opinion
of Counsel, Officer's Certificate, Put Notice, Registration Opinion, and any
report or disclosure required under Section 2.3.7 or Section 2.5;

                                    (c) all documents,  instruments and other
writings required to be delivered on or before the Put Date pursuant to any
provision of this Agreement in order to implement and effect the transactions
contemplated herein.

                           2.3.7  Accountant's Letter and Registration Opinion.

                                    (a) The  Company  shall  have  caused  to
be delivered to the Investor, (i) whenever required by Section 2.3.7(b) or by
Section 2.5.3, and (ii) on the date that is three (3) Business Days prior to
each Put Date (the "Registration Opinion Deadline"), an opinion of the Company's
independent counsel, in substantially the form of Exhibit R (the "Registration
Opinion"), addressed to the Investor stating, inter alia, that no facts
("Material Facts") have come to such counsel's attention that have caused it to
believe that the Registration Statement is subject to an Ineffective Period or
to believe that the Registration Statement, any Supplemental Registration
Statement (as each may be amended, if applicable), and any related prospectuses,
contain an untrue statement of material fact or omits a material fact required
to make the statements contained therein, in light of the circumstances under
which they were made, not misleading. If a Registration Opinion cannot be
delivered by the Company's independent counsel to the Investor on the
Registration Opinion Deadline due to the existence of Material Facts or an
Ineffective Period, the Company shall promptly notify the Investor and as
promptly as possible amend each of the Registration Statement and any
Supplemental Registration Statements, as applicable, and any related prospectus
or cause such Ineffective Period to terminate, as the case may be, and deliver
such Registration Opinion and updated prospectus as soon as possible thereafter.
If at any time after a Put Notice shall have been delivered to Investor but
before the related Pricing Period End Date, the Company acquires knowledge of
such Material Facts or any Ineffective Period occurs, the Company shall promptly
notify the Investor and shall deliver a Put

                                       17
<PAGE>

Interruption Notice to the Investor pursuant to Section 2.3.4 by facsimile and
overnight courier by the end of that Business Day.

                                    (b)(i) the Company  shall engage its
independent auditors to perform the procedures in accordance with the provisions
of Statement on Auditing Standards No. 71, as amended, as agreed to by the
parties hereto, and reports thereon (the "Bring Down Cold Comfort Letters") as
shall have been reasonably requested by the Investor with respect to certain
financial information contained in the Registration Statement and shall have
delivered to the Investor such a report addressed to the Investor, on the date
that is three (3) Business Days prior to each Put Date.

                                       (ii) in the event that the Investor
shall have requested delivery of an Agreed Upon Procedures Report pursuant to
Section 2.5.3, the Company shall engage its independent auditors to perform
certain agreed upon procedures and report thereon as shall have been reasonably
requested by the Investor with respect to certain financial information of the
Company and the Company shall deliver to the Investor a copy of such report
addressed to the Investor. In the event that the report required by this Section
2.3.7(b) cannot be delivered by the Company's independent auditors, the Company
shall, if necessary, promptly revise the Registration Statement and the Company
shall not deliver a Put Notice until such report is delivered.

                           2.3.8   Investor's   Obligation   and  Right  to
Purchase Shares. Subject to the conditions set forth in this Agreement,
following the Investor's receipt of a validly delivered Put Notice, the Investor
shall be required to purchase (each a "Purchase") from the Company a number of
Put Shares equal to the Put Share Amount, in the manner described below.

                           2.3.9  Mechanics of Put  Closing.  Each of the
Company and the Investor shall deliver all documents, instruments and writings
required to be delivered by either of them pursuant to this Agreement at or
prior to each Closing. Subject to such delivery and the satisfaction of the
conditions set forth in this Section 2, the closing of the purchase by the
Investor of Shares shall occur by 5:00 PM, New York City Time, on the date which
is five (5) Business Days following the applicable Pricing Period End Date (the
"Payment Due Date") at the offices of Investor. On each or before each Payment
Due Date, the Investor shall deliver to the Company, in the manner specified in
Section 8 below, the Put Dollar Amount to be paid for such Put Shares,
determined as aforesaid. The closing (each a "Put Closing") for each Put shall
occur on the date that both (i) the Company has delivered to the Investor all
Required Put Documents, and (ii) the Investor has delivered to the Company such
Put Dollar Amount and any Late Payment Amount, if applicable (each a "Put
Closing Date").

         If the Investor does not deliver to the Company the Put Dollar Amount
for such Put Closing on or before the Payment Due Date, then the Investor shall
pay to the Company, in addition to the Put Dollar Amount, an amount (the "Late
Payment Amount") at a rate of X% per month, accruing daily, multiplied by such
Put Dollar Amount, where "X" equals one percent (1%) for the first month
following the date in question, and increases by an additional one percent (1%)
for each month that passes after the date in question, up to a maximum of five
percent (5%) per month; provided, however, that in no event shall the amount of
interest that

                                       18
<PAGE>

shall become due and payable hereunder exceed the maximum amount permissible
under applicable law.

                           2.3.10   Limitation  on Short Sales.  The Investor
and its affiliates shall not engage in short sales of the Company's Common
Stock; provided, however, that the Investor may enter into any short exempt sale
or any short sale or other hedging or similar arrangement it deems appropriate
with respect to Put Shares after it receives a Put Notice with respect to such
Put Shares so long as such sales or arrangements do not involve more than the
number of such Put Shares specified in the Put Notice.

                           2.3.11 Cap  Amount.  If the  Company  becomes  listed
on the Nasdaq Small Cap Market or the Nasdaq National Market, then, unless the
Company has obtained Stockholder 20% Approval as set forth in Section 6.11 or
unless otherwise permitted by Nasdaq, in no event shall the Aggregate Issued
Shares exceed the maximum number of shares of Common Stock (the "Cap Amount")
that the Company can, without stockholder approval, so issue pursuant to Nasdaq
Rule 4460(i)(1)(d)(ii) (or any other applicable Nasdaq Rules or any successor
rule) (the "Nasdaq 20% Rule").

                           2.3.12  Investment  Agreement  Termination.   The
Company may terminate (a "Company Termination") its right to initiate future
Puts by providing written notice ("Termination Notice") to the Investor, by
facsimile and overnight courier, at any time other than during an Extended Put
Period, provided that such termination shall have no effect on the parties'
other rights and obligations under this Agreement, the Registration Rights
Agreement or the Warrants. Notwithstanding the above, any Put Interruption
Notice occurring during an Extended Put Period is governed by Section 2.3.4.

                           2.3.13   Return  of  Excess  Common  Shares.  In the
event that the number of Shares purchased by the Investor pursuant to its
obligations hereunder is less than the Intended Put Share Amount, the Investor
shall promptly return to the Company any shares of Common Stock in the
Investor's possession that are not being purchased by the Investor.

                  2.4  Warrants.

                           2.4.1    Commitment Warrants. In partial
consideration hereof, following the execution of the Letter of Agreement dated
on or about September 22, 2000 between the Company and the Investor, the Company
issued and delivered to Investor or its designated assignees, warrants (the
"Commitment Warrants") in the form attached hereto as Exhibit U, or such other
form as agreed upon by the parties, to purchase 2,700,000 shares of Common
Stock. Each Commitment Warrant shall be immediately exercisable in accordance
with its terms, and shall have a term beginning on the date of issuance and
ending on date that is seven (7) years thereafter. The Warrant Shares shall be
registered for resale pursuant to the Registration Rights Agreement. The
Investment Commitment Opinion of Counsel shall cover the issuance of the
Commitment Warrant and the issuance of the common stock upon exercise of the
Commitment Warrant.

         Notwithstanding any Termination or Automatic Termination of this
Agreement, regardless of whether or not the Registration Statement is or is not
filed, and regardless of

                                       19
<PAGE>

whether or not the Registration Statement is approved or denied by the SEC, the
Investor shall retain full ownership of the Commitment Warrant as partial
consideration for its commitment hereunder.

                           2.4.2  Purchase  Warrants.  Within  five (5)
Business Days of the end of each Pricing Period, the Company shall issue and
deliver to the Investor a warrant ("Purchase Warrant"), in the form attached
hereto as Exhibit D, or such other form as agreed upon by the parties, to
purchase a number of shares of Common Stock equal to 10% of the Put Share Amount
for that Put. Each Purchase Warrant shall be exerciseable at a price (the
"Purchase Warrant Exercise Price") which shall initially equal the Market Price
for the applicable Put, and shall have semi-annual reset provisions. Each
Purchase Warrant shall be immediately exercisable at the Purchase Warrant
Exercise Price, and shall have a term beginning on the date of issuance and
ending on the date that is seven (7) years thereafter. The Warrant Shares shall
be registered for resale pursuant to the Registration Rights Agreement.

                  2.5 Due Diligence Review. The Company shall make available for
inspection and review by the Investor (the "Due Diligence Review"), advisors to
and representatives of the Investor (who may or may not be affiliated with the
Investor and who are reasonably acceptable to the Company), any underwriter
participating in any disposition of Common Stock on behalf of the Investor
pursuant to the Registration Statement, any Supplemental Registration Statement,
or amendments or supplements thereto or any blue sky, NASD or other filing, all
financial and other records, all filings with the SEC, and all other corporate
documents and properties of the Company as may be reasonably necessary for the
purpose of such review, and cause the Company's officers, directors and
employees to supply all such information reasonably requested by the Investor or
any such representative, advisor or underwriter in connection with such
Registration Statement (including, without limitation, in response to all
questions and other inquiries reasonably made or submitted by any of them),
prior to and from time to time after the filing and effectiveness of the
Registration Statement for the sole purpose of enabling the Investor and such
representatives, advisors and underwriters and their respective accountants and
attorneys to conduct initial and ongoing due diligence with respect to the
Company and the accuracy of the Registration Statement.

                           2.5.1    Treatment of Nonpublic  Information.  The
Company shall not disclose nonpublic information to the Investor or to its
advisors or representatives unless prior to disclosure of such information the
Company identifies such information as being nonpublic information and provides
the Investor and such advisors and representatives with the opportunity to
accept or refuse to accept such nonpublic information for review. The Company
may, as a condition to disclosing any nonpublic information hereunder, require
the Investor and its advisors and representatives to enter into a
confidentiality agreement (including an agreement with such advisors and
representatives prohibiting them from trading in Common Stock during such period
of time as they are in possession of nonpublic information) in form reasonably
satisfactory to the Company and the Investor.

        Nothing herein shall require the Company to disclose nonpublic
information to the Investor or its advisors or representatives, and the Company
represents that it does not disseminate nonpublic information to any investors
who purchase stock in the Company in a public offering, to money managers or to
securities analysts, provided, however, that notwithstanding anything

                                       20
<PAGE>

herein to the contrary, the Company will, as hereinabove provided, immediately
notify the advisors and representatives of the Investor and, if any,
underwriters, of any event or the existence of any circumstance (without any
obligation to disclose the specific event or circumstance) of which it becomes
aware, constituting nonpublic information (whether or not requested of the
Company specifically or generally during the course of due diligence by and such
persons or entities), which, if not disclosed in the Prospectus included in the
Registration Statement, would cause such Prospectus to include a material
misstatement or to omit a material fact required to be stated therein in order
to make the statements therein, in light of the circumstances in which they were
made, not misleading. Nothing contained in this Section 2.5 shall be construed
to mean that such persons or entities other than the Investor (without the
written consent of the Investor prior to disclosure of such information) may not
obtain nonpublic information in the course of conducting due diligence in
accordance with the terms of this Agreement; provided, however, that in no event
shall the Investor's advisors or representatives disclose to the Investor the
nature of the specific event or circumstances constituting any nonpublic
information discovered by such advisors or representatives in the course of
their due diligence without the written consent of the Investor prior to
disclosure of such information.

                           2.5.2  Disclosure of Misstatements and Omissions. The
Investor's advisors or representatives shall make complete disclosure to the
Investor's counsel of all events or circumstances constituting nonpublic
information discovered by such advisors or representatives in the course of
their due diligence upon which such advisors or representatives form the opinion
that the Registration Statement contains an untrue statement of a material fact
or omits a material fact required to be stated in the Registration Statement or
necessary to make the statements contained therein, in the light of the
circumstances in which they were made, not misleading. Upon receipt of such
disclosure, the Investor's counsel shall consult with the Company's independent
counsel in order to address the concern raised as to the existence of a material
misstatement or omission and to discuss appropriate disclosure with respect
thereto; provided, however, that such consultation shall not constitute the
advice of the Company's independent counsel to the Investor as to the accuracy
of the Registration Statement and related Prospectus.

                           2.5.3  Procedure if Material Facts are Reasonably
Believed to be Untrue or are Omitted. In the event after such consultation the
Investor or the Investor's counsel reasonably believes that the Registration
Statement contains an untrue statement of a material fact or omits a material
fact required to be stated in the Registration Statement or necessary to make
the statements contained therein, in light of the circumstances in which they
were made, not misleading, and the Company, after a request from the Investor,
has failed to promptly provide reasonable information indicating that that the
Registration Statement is in fact complete, accurate and current, then

                                            (a) the Company  shall  promptly
file with the SEC an amendment to the Registration Statement responsive to such
alleged untrue statement or omission and provide the Investor, as promptly as
practicable, with copies of the Registration Statement and related Prospectus,
as so amended, or

                                            (b) if  the  Company  disputes  the
existence of any such material misstatement or omission, (i) the Company's
independent counsel shall provide the Investor's counsel with a Registration
Opinion and (ii) in the event the dispute relates to the

                                       21
<PAGE>

adequacy of financial disclosure and the Investor shall reasonably request, the
Company shall promptly cause its independent auditors to provide to the Company
a letter ("Agreed Upon Procedures Report") outlining the performance of such
"agreed upon procedures" as shall be reasonably requested by the Investor and
the Company shall promptly provide the Investor with a copy of such letter.

                  2.6 Commitment Payments.

         On the last Business Day of each six (6) Calendar Month period
following the Effective Date (each such period a "Commitment Evaluation
Period"), if the Company has not Put at least $1,000,000 in aggregate Put Dollar
Amount during that Commitment Evaluation Period, the Company, in consideration
of Investor's commitment costs, including, but not limited to, due diligence
expenses, shall pay to the Investor an amount (the "Non-Usage Fee") equal to the
difference of (i) $100,000, minus (ii) 10% of the aggregate Put Dollar Amount of
the Put Shares put to Investor during that Commitment Evaluation Period. In the
event that the Company delivers a Termination Notice to the Investor or an
Automatic Termination occurs, the Company shall pay to the Investor (the
"Termination Fee") the greater of (i) the Non-Usage Fee for the applicable
Commitment Evaluation Period, or (ii) the difference of (x) $200,000, minus (y)
10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during
all Puts to date, and the Company shall not be required to pay the Non-Usage Fee
thereafter.

         Each Non-Usage Fee or Termination Fee is payable, in cash, within five
(5) business days of the date it accrued. The Company shall not be required to
deliver any payments to Investor under this subsection until Investor has paid
all Put Dollar Amounts that are then due.

         3. Representations, Warranties and Covenants of Investor. Investor
hereby represents and warrants to and agrees with the Company as follows:

                  3.1 Accredited Investor. Investor is an accredited investor
("Accredited Investor"), as defined in Rule 501 of Regulation D, and has checked
the applicable box set forth in Section 10 of this Agreement.

                  3.2  Investment Experience; Access to Information;
Independent Investigation.

                           3.2.1  Access to  Information. Investor or Investor's
professional advisor has been granted the opportunity to ask questions of and
receive answers from representatives of the Company, its officers, directors,
employees and agents concerning the terms and conditions of this Offering, the
Company and its business and prospects, and to obtain any additional information
which Investor or Investor's professional advisor deems necessary to verify the
accuracy and completeness of the information received.

                           3.2.2  Reliance on Own  Advisors.  Investor has
relied completely on the advice of, or has consulted with, Investor's own
personal tax, investment, legal or other advisors and has not relied on the
Company or any of its affiliates, officers, directors, attorneys, accountants or
any affiliates of any thereof and each other person, if any, who controls any of
the foregoing, within the meaning of Section 15 of the Act for any tax or legal
advice (other than reliance on information in the Disclosure Documents as
defined in Section 3.2.4 below and on

                                       22
<PAGE>

the Opinion of Counsel). The foregoing, however, does not limit or modify
Investor's right to rely upon covenants, representations and warranties of the
Company in this Agreement.

                           3.2.3   Capability  to  Evaluate.   Investor  has
such knowledge and experience in financial and business matters so as to enable
such Investor to utilize the information made available to it in connection with
the Offering in order to evaluate the merits and risks of the prospective
investment, which are substantial, including without limitation those set forth
in the Disclosure Documents (as defined in Section 3.2.4 below).

                           3.2.4  Disclosure  Documents.  Investor,  in making
Investor's investment decision to subscribe for the Investment Agreement
hereunder, represents that (a) Investor has received and had an opportunity to
review (i) the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1999, (ii) the Company's quarterly report on Form 10-QSB for the
quarters ended March 31, 2000, and June 30, 2000, (iii) the Risk Factors,
attached as Exhibit J, (the "Risk Factors") (iv) the Capitalization Schedule,
attached as Exhibit K, (the "Capitalization Schedule") and (v) the Use of
Proceeds Schedule, attached as Exhibit L, (the "Use of Proceeds Schedule"); (b)
Investor has read, reviewed, and relied solely on the documents described in (a)
above, the Company's representations and warranties and other information in
this Agreement, including the exhibits, documents prepared by the Company which
have been specifically provided to Investor in connection with this Offering
(the documents described in this Section 3.2.4 (a) and (b) are collectively
referred to as the "Disclosure Documents"), and an independent investigation
made by Investor and Investor's representatives, if any; (c) Investor has, prior
to the date of this Agreement, been given an opportunity to review material
contracts and documents of the Company which have been filed as exhibits to the
Company's filings under the Act and the Exchange Act and has had an opportunity
to ask questions of and receive answers from the Company's officers and
directors; and (d) is not relying on any oral representation of the Company or
any other person, nor any written representation or assurance from the Company
other than those contained in the Disclosure Documents or incorporated herein or
therein. The foregoing, however, does not limit or modify Investor's right to
rely upon covenants, representations and warranties of the Company in Sections 5
and 6 of this Agreement. Investor acknowledges and agrees that the Company has
no responsibility for, does not ratify, and is under no responsibility
whatsoever to comment upon or correct any reports, analyses or other comments
made about the Company by any third parties, including, but not limited to,
analysts' research reports or comments (collectively, "Third Party Reports"),
and Investor has not relied upon any Third Party Reports in making the decision
to invest.

                           3.2.5  Investment  Experience;  Fend for Self.
Investor has substantial experience in investing in securities and it has made
investments in securities other than those of the Company. Investor acknowledges
that Investor is able to fend for Investor's self in the transaction
contemplated by this Agreement, that Investor has the ability to bear the
economic risk of Investor's investment pursuant to this Agreement and that
Investor is an "Accredited Investor" by virtue of the fact that Investor meets
the investor qualification standards set forth in Section 3.1 above. Investor
has not been organized for the purpose of investing in securities of the
Company, although such investment is consistent with Investor's purposes.

                                       23
<PAGE>

                  3.3  Exempt Offering Under Regulation D.

                           3.3.1 No General  Solicitation.  The  Investment
Agreement was not offered to Investor through, and Investor is not aware of, any
form of general solicitation or general advertising, including, without
limitation, (i) any advertisement, article, notice or other communication
published in any newspaper, magazine or similar media or broadcast over
television or radio, and (ii) any seminar or meeting whose attendees have been
invited by any general solicitation or general advertising.

                           3.3.2 Restricted  Securities.  Investor  understands
that the Investment Agreement is, the Common Stock and Warrants issued at each
Put Closing will be, and the Warrant Shares will be, characterized as
"restricted securities" under the federal securities laws inasmuch as they are
being acquired from the Company in a transaction exempt from the registration
requirements of the federal securities laws and that under such laws and
applicable regulations such securities may not be transferred or resold without
registration under the Act or pursuant to an exemption therefrom. In this
connection, Investor represents that Investor is familiar with Rule 144 under
the Act, as presently in effect, and understands the resale limitations imposed
thereby and by the Act.

                           3.3.3  Disposition.  Without in any way  limiting the
representations set forth above, Investor agrees that until the Securities are
sold pursuant to an effective Registration Statement or an exemption from
registration, they will remain in the name of Investor and will not be
transferred to or assigned to any broker, dealer or depositary. Investor further
agrees not to sell, transfer, assign, or pledge the Securities (except for any
bona fide pledge arrangement to the extent that such pledge does not require
registration under the Act or unless an exemption from such registration is
available and provided further that if such pledge is realized upon, any
transfer to the pledgee shall comply with the requirements set forth herein), or
to otherwise dispose of all or any portion of the Securities unless and until:

                                    (a)  There is then in  effect a registration
statement under the Act and any applicable state securities laws covering such
proposed disposition and such disposition is made in accordance with such
registration statement and in compliance with applicable prospectus delivery
requirements; or

                                    (b)  (i)  Investor   shall  have   notified
the Company of the proposed disposition and shall have furnished the Company
with a statement of the circumstances surrounding the proposed disposition to
the extent relevant for determination of the availability of an exemption from
registration, and (ii) if reasonably requested by the Company, Investor shall
have furnished the Company with an opinion of counsel, reasonably satisfactory
to the Company, that such disposition will not require registration of the
Securities under the Act or state securities laws. It is agreed that the Company
will not require the Investor to provide opinions of counsel for transactions
made pursuant to Rule 144 provided that Investor and Investor's broker, if
necessary, provide the Company with the necessary representations and documents
for counsel to the Company to issue an opinion with respect to such transaction.

                  The Investor is entering into this Agreement for its own
account and the Investor has no present arrangement or intention to sell the
security represented by this Agreement to or

                                       24
<PAGE>

through any person or entity, has no present arrangement (whether or not legally
binding) to sell the Common Stock to or through any person or entity and has no
present intention to sell such Common Stock to or through any person or entity;
provided, however, that by making the representations herein, the Investor does
not agree to hold the Common Stock for any minimum or other specific term and
reserves the right to dispose of the Common Stock at any time in accordance with
federal and state securities laws applicable to such disposition.

                  3.4  Due Authorization.

                           3.4.1  Authority.  The person  executing this
Investment Agreement, if executing this Agreement in a representative or
fiduciary capacity, has full power and authority to execute and deliver this
Agreement and each other document included herein for which a signature is
required in such capacity and on behalf of the subscribing individual,
partnership, trust, estate, corporation or other entity for whom or which
Investor is executing this Agreement. Investor has reached the age of majority
(if an individual) according to the laws of the state in which he or she
resides.

                           3.4.2 Due Authorization.  Investor is duly and
validly organized, validly existing and in good standing as a limited liability
company under the laws of Georgia with full power and authority to purchase the
Securities to be purchased by Investor and to execute and deliver this
Agreement.

                           3.4.3  Partnerships.  If Investor is a  partnership,
the representations, warranties, agreements and understandings set forth above
are true with respect to all partners of Investor (and if any such partner is
itself a partnership, all persons holding an interest in such partnership,
directly or indirectly, including through one or more partnerships), and the
person executing this Agreement has made due inquiry to determine the
truthfulness of the representations and warranties made hereby.

                           3.4.4  Representatives.  If Investor is  purchasing
in a representative or fiduciary capacity, the representations and warranties
shall be deemed to have been made on behalf of the person or persons for whom
Investor is so purchasing.

         4.       Acknowledgments   Investor is aware that:

                  4.1 Risks of Investment. Investor recognizes that an
investment in the Company involves substantial risks, including the potential
loss of Investor's entire investment herein. Investor recognizes that the
Disclosure Documents, this Agreement and the exhibits hereto do not purport to
contain all the information, which would be contained in a registration
statement under the Act;

                  4.2 No Government Approval. No federal or state agency has
passed upon the Securities, recommended or endorsed the Offering, or made any
finding or determination as to the fairness of this transaction;

                  4.3 No Registration, Restrictions on Transfer. As of the date
of this Agreement, the Securities and any component thereof have not been
registered under the Act or any

                                       25
<PAGE>

applicable state securities laws by reason of exemptions from the registration
requirements of the Act and such laws, and may not be sold, pledged (except for
any limited pledge in connection with a margin account of Investor to the extent
that such pledge does not require registration under the Act or unless an
exemption from such registration is available and provided further that if such
pledge is realized upon, any transfer to the pledgee shall comply with the
requirements set forth herein), assigned or otherwise disposed of in the absence
of an effective registration of the Securities and any component thereof under
the Act or unless an exemption from such registration is available;

                  4.4 Restrictions on Transfer. Investor may not attempt to
sell, transfer, assign, pledge or otherwise dispose of all or any portion of the
Securities or any component thereof in the absence of either an effective
registration statement or an exemption from the registration requirements of the
Act and applicable state securities laws;

                  4.5 No Assurances of Registration. There can be no assurance
that any registration statement will become effective at the scheduled time, or
ever, or remain effective when required, and Investor acknowledges that it may
be required to bear the economic risk of Investor's investment for an indefinite
period of time;

                  4.6 Exempt Transaction. Investor understands that the
Securities are being offered and sold in reliance on specific exemptions from
the registration requirements of federal and state law and that the
representations, warranties, agreements, acknowledgments and understandings set
forth herein are being relied upon by the Company in determining the
applicability of such exemptions and the suitability of Investor to acquire such
Securities.

                  4.7 Legends. The certificates representing the Put Shares
shall not bear a legend restricting the sale or transfer thereof ("Restrictive
Legend"). The certificates representing the Warrant Shares shall not bear a
Restrictive Legend unless they are issued at a time when the Registration
Statement is not effective for resale. It is understood that the certificates
evidencing any Warrant Shares issued at a time when the Registration Statement
is not effective for resale, subject to legend removal under the terms of
Section 6.8 below, shall bear the following legend (the "Legend"):

         "The securities represented hereby have not been registered under the
         Securities Act of 1933, as amended, or applicable state securities
         laws, nor the securities laws of any other jurisdiction. They may not
         be sold or transferred in the absence of an effective registration
         statement under those securities laws or pursuant to an exemption
         therefrom."

         5. Representations and Warranties of the Company. The Company hereby
makes the following representations and warranties to Investor (which shall be
true at the signing of this Agreement, and as of any such later date as
contemplated hereunder) and agrees with Investor that, except as set forth in
the "Schedule of Exceptions" attached hereto as Exhibit C:

                  5.1 Organization, Good Standing, and Qualification. The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada, USA and has all requisite corporate power
and authority to carry on its business as now conducted and as proposed to be
conducted. The Company is duly qualified to transact business

                                       26
<PAGE>

and is in good standing in each jurisdiction in which the failure to so qualify
would have a material adverse effect on the business or properties of the
Company and its subsidiaries taken as a whole. The Company is not the subject of
any pending, threatened or, to its knowledge, contemplated investigation or
administrative or legal proceeding (a "Proceeding") by the Internal Revenue
Service, the taxing authorities of any state or local jurisdiction, or the
Securities and Exchange Commission, the National Association of Securities
Dealers, Inc., the Nasdaq Stock Market, Inc. or any state securities commission,
or any other governmental entity, which have not been disclosed in the
Disclosure Documents. None of the disclosed Proceedings, if any, will have a
material adverse effect upon the Company or the market for the Common Stock. The
Company has the following subsidiaries:

                  5.2 Corporate Condition. The Company's condition is, in all
material respects, as described in the Disclosure Documents (as further set
forth in any subsequently filed Disclosure Documents, if applicable), except for
changes in the ordinary course of business and normal year-end adjustments that
are not, in the aggregate, materially adverse to the Company. Except for
continuing losses, there have been no material adverse changes to the Company's
business, financial condition, or prospects since the dates of such Disclosure
Documents. The financial statements as contained in the 10-KSB and 10-QSB have
been prepared in accordance with generally accepted accounting principles,
consistently applied (except as otherwise permitted by Regulation S-X of the
Exchange Act, or Generally Accepted Accounting Principles, as applicable),
subject, in the case of unaudited interim financial statements, to customary
year end adjustments and the absence of certain footnotes, and fairly present
the financial condition of the Company as of the dates of the balance sheets
included therein and the consolidated results of its operations and cash flows
for the periods then ended. Without limiting the foregoing, there are no
material liabilities, contingent or actual, that are not disclosed in the
Disclosure Documents (other than liabilities incurred by the Company in the
ordinary course of its business, consistent with its past practice, after the
period covered by the Disclosure Documents). The Company has paid all material
taxes that are due, except for taxes that it reasonably disputes. There is no
material claim, litigation, or administrative proceeding pending or, to the best
of the Company's knowledge, threatened against the Company, except as disclosed
in the Disclosure Documents. This Agreement and the Disclosure Documents do not
contain any untrue statement of a material fact and do not omit to state any
material fact required to be stated therein or herein necessary to make the
statements contained therein or herein not misleading in the light of the
circumstances under which they were made. No event or circumstance exists
relating to the Company which, under applicable law, requires public disclosure
but which has not been so publicly announced or disclosed.

                  5.3 Authorization. All corporate action on the part of the
Company by its officers, directors and stockholders necessary for the
authorization, execution and delivery of this Agreement, the performance of all
obligations of the Company hereunder and the authorization, issuance and
delivery of the Common Stock being sold hereunder and the issuance (and/or the
reservation for issuance) of the Warrants and the Warrant Shares have been
taken, and this Agreement and the Registration Rights Agreement constitute valid
and legally binding obligations of the Company, enforceable in accordance with
their terms, except insofar as the enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, or other similar laws affecting
creditors' rights generally or by principles governing the availability of

                                       27
<PAGE>

equitable remedies. The Company has obtained all consents and approvals required
for it to execute, deliver and perform each agreement referenced in the previous
sentence.

                  5.4 Valid Issuance of Common Stock. The Common Stock and the
Warrants, when issued, sold and delivered in accordance with the terms hereof,
for the consideration expressed herein, will be validly issued, fully paid and
nonassessable and, based in part upon the representations of Investor in this
Agreement, will be issued in compliance with all applicable U.S. federal and
state securities laws. The Warrant Shares, when issued in accordance with the
terms of the Warrants, shall be duly and validly issued and outstanding, fully
paid and nonassessable, and based in part on the representations and warranties
of Investor, will be issued in compliance with all applicable U.S. federal and
state securities laws. The Put Shares, the Warrants and the Warrant Shares will
be issued free of any preemptive rights.

                  5.5 Compliance with Other Instruments. The Company is not in
violation or default of any provisions of its Certificate of Incorporation or
Bylaws, each as amended and in effect on and as of the date of the Agreement, or
of any material provision of any material instrument or material contract to
which it is a party or by which it is bound or of any provision of any federal
or state judgment, writ, decree, order, statute, rule or governmental regulation
applicable to the Company, which would have a material adverse effect on the
Company's business or prospects, or on the performance of its obligations under
this Agreement or the Registration Rights Agreement. The execution, delivery and
performance of this Agreement and the other agreements entered into in
conjunction with the Offering and the consummation of the transactions
contemplated hereby and thereby will not (a) result in any such violation or be
in conflict with or constitute, with or without the passage of time and giving
of notice, either a default under any such provision, instrument or contract or
an event which results in the creation of any lien, charge or encumbrance upon
any assets of the Company, which would have a material adverse effect on the
Company's business or prospects, or on the performance of its obligations under
this Agreement, the Registration Rights Agreement, or (b) violate the Company's
Certificate of Incorporation or By-Laws or (c) violate any statute, rule or
governmental regulation applicable to the Company which violation would have a
material adverse effect on the Company's business or prospects.

                  5.6 Reporting Company. The Company is subject to the reporting
requirements of the Exchange Act, has a class of securities registered under
Section 12 of the Exchange Act, and has filed all reports required by the
Exchange Act since the date the Company first became subject to such reporting
obligations. The Company undertakes to furnish Investor with copies of such
reports as may be reasonably requested by Investor prior to consummation of this
Offering and thereafter, to make such reports available, for the full term of
this Agreement, including any extensions thereof, and for as long as Investor
holds the Securities. The Common Stock is duly listed or approved for quotation
on the O.T.C. Bulletin Board. The Company is not in violation of the listing
requirements of the O.T.C. Bulletin Board and does not reasonably anticipate
that the Common Stock will be delisted by the O.T.C. Bulletin Board for the
foreseeable future. The Company has filed all reports required under the
Exchange Act. The Company has not furnished to the Investor any material
nonpublic information concerning the Company.

                  5.7 Capitalization. The capitalization of the Company as of
the date hereof is, and the capitalization as of the Closing, subject to
exercise of any outstanding warrants and/or

                                       28
<PAGE>

exercise of any outstanding stock options, after taking into account the
offering of the Securities contemplated by this Agreement and all other share
issuances occurring prior to this Offering, will be, as set forth in the
Capitalization Schedule as set forth in Exhibit K. There are no securities or
instruments containing anti-dilution or similar provisions that will be
triggered by the issuance of the Securities. Except as disclosed in the
Capitalization Schedule, as of the date of this Agreement, (i) there are no
outstanding options, warrants, scrip, rights to subscribe for, calls or
commitments of any character whatsoever relating to, or securities or rights
convertible into or exercisable or exchangeable for, any shares of capital stock
of the Company or any of its subsidiaries, or arrangements by which the Company
or any of its subsidiaries is or may become bound to issue additional shares of
capital stock of the Company or any of its subsidiaries, and (ii) there are no
agreements or arrangements under which the Company or any of its subsidiaries is
obligated to register the sale of any of its or their securities under the Act
(except the Registration Rights Agreement).

                  5.8 Intellectual Property. The Company has valid, unrestricted
and exclusive ownership of or rights to use the patents, trademarks, trademark
registrations, trade names, copyrights, know-how, technology and other
intellectual property necessary to the conduct of its business. Exhibit M lists
all patents, trademarks, trademark registrations, trade names and copyrights of
the Company. The Company has granted such licenses or has assigned or otherwise
transferred a portion of (or all of) such valid, unrestricted and exclusive
patents, trademarks, trademark registrations, trade names, copyrights, know-how,
technology and other intellectual property necessary to the conduct of its
business as set forth in Exhibit M. The Company has been granted licenses,
know-how, technology and/or other intellectual property necessary to the conduct
of its business as set forth in Exhibit M. To the best of the Company's
knowledge after due inquiry, the Company is not infringing on the intellectual
property rights of any third party, nor is any third party infringing on the
Company's intellectual property rights. There are no restrictions in any
agreements, licenses, franchises, or other instruments that preclude the Company
from engaging in its business as presently conducted.

                  5.9 Use of Proceeds. As of the date hereof, the Company
expects to use the proceeds from this Offering (less fees and expenses) for the
purposes and in the approximate amounts set forth on the Use of Proceeds
Schedule set forth as Exhibit L hereto. These purposes and amounts are estimates
and are subject to change without notice to any Investor.

                  5.10 No Rights of Participation. No person or entity,
including, but not limited to, current or former stockholders of the Company,
underwriters, brokers, agents or other third parties, has any right of first
refusal, preemptive right, right of participation, or any similar right to
participate in the financing contemplated by this Agreement which has not been
waived.

                  5.11  [Intentionally Left Blank].

                  5.12 No Advance Regulatory Approval. The Company acknowledges
that this Investment Agreement, the transaction contemplated hereby and the
Registration Statement contemplated hereby have not been approved by the SEC, or
any other regulatory body and there is no guarantee that this Investment
Agreement, the transaction contemplated hereby and the Registration Statement
contemplated hereby will ever be approved by the SEC or any other regulatory
body. The Company is relying on its own analysis and is not relying on any

                                       29
<PAGE>

representation by Investor that either this Investment Agreement, the
transaction contemplated hereby or the Registration Statement contemplated
hereby has been or will be approved by the SEC or other appropriate regulatory
body.

                  5.13 Underwriter's Fees and Rights of First Refusal. The
Company is not obligated to pay any compensation or other fees, costs or related
expenditures in cash or securities to any underwriter, broker, agent or other
representative in connection with this Offering.

                  5.14 Availability of Suitable Form for Registration. The
Company is currently eligible and agrees to maintain its eligibility to register
the resale of its Common Stock on a registration statement on a suitable form
under the Act.

                  5.15 No Integrated Offering. Neither the Company, nor any of
its affiliates, nor any person acting on its or their behalf, has directly or
indirectly made any offers or sales of any of the Company's securities or
solicited any offers to buy any security under circumstances that would prevent
the parties hereto from consummating the transactions contemplated hereby
pursuant to an exemption from registration under Regulation D of the Act or
would require the issuance of any other securities to be integrated with this
Offering under the Rules of the SEC. The Company has not engaged in any form of
general solicitation or advertising in connection with the offering of the
Common Stock or the Warrants.

                  5.16 Foreign Corrupt Practices. Neither the Company, nor any
of its subsidiaries, nor any director, officer, agent, employee or other person
acting on behalf of the Company or any subsidiary has, in the course of its
actions for, or on behalf of, the Company, used any corporate funds for any
unlawful contribution, gift, entertainment or other unlawful expenses relating
to political activity; made any direct or indirect unlawful payment to any
foreign or domestic government official or employee from corporate funds;
violated or is in violation of any provision of the U.S. Foreign Corrupt
Practices Act of 1977, as amended; or made any bribe, rebate, payoff, influence
payment, kickback or other unlawful payment to any foreign or domestic
government official or employee.

                  5.17 Key Employees. Each "Key Employee" (as defined in Exhibit
N) is currently serving the Company in the capacity disclosed in Exhibit N. No
Key Employee, to the best knowledge of the Company and its subsidiaries, is, or
is now expected to be, in violation of any material term of any employment
contract, confidentiality, disclosure or proprietary information agreement,
non-competition agreement, or any other contract or agreement or any restrictive
covenant, and the continued employment of each Key Employee does not subject the
Company or any of its subsidiaries to any liability with respect to any of the
foregoing matters. No Key Employee has, to the best knowledge of the Company and
its subsidiaries, any intention to terminate his employment with, or services
to, the Company or any of its subsidiaries.

                  5.18 Representations Correct. The foregoing representations,
warranties and agreements are true, correct and complete in all material
respects, and shall survive any Put Closing and the issuance of the shares of
Common Stock thereby.

                                       30
<PAGE>

                  5.19 Tax Status. The Company has made or filed all federal and
state 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 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 provision
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.

                  5.20 Transactions With Affiliates. Except as set forth in the
Disclosure Documents, none of the officers, directors, or employees of the
Company is presently a party to any transaction with the Company (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 corporation, partnership, trust or other entity in
which any officer, director, or any such employee has a substantial interest or
is an officer, director, trustee or partner.

                  5.21     Application  of  Takeover  Protections.  The
Company has not adopted and will not adopt any "poison pill"  provision that
will be applicable to Investor as a result of  transactions  contemplated by
this Agreement.

                  5.22 Other Agreements. The Company has not, directly or
indirectly, made any agreements with the Investor under a subscription in the
form of this Agreement for the purchase of Common Stock, relating to the terms
or conditions of the transactions contemplated hereby or thereby except as
expressly set forth herein, respectively, or in exhibits hereto or thereto.

                  5.23 Major Transactions. There are no other Major Transactions
currently pending or contemplated by the Company.

                  5.24 Financings. There are no other financings currently
pending or contemplated by the Company.

                  5.25 Shareholder Authorization. The Company shall, at its next
annual shareholder meeting following its listing, if ever, on either the Nasdaq
Small Cap Market or the Nasdaq National Market, or at a special meeting to be
held as soon as practicable thereafter, use its best efforts to obtain approval
of its shareholders to (i) authorize the issuance of the full number of shares
of Common Stock which would be issuable under this Agreement and eliminate any
prohibitions under applicable law or the rules or regulations of any stock
exchange, interdealer quotation system or other self-regulatory organization
with jurisdiction over the Company or any of its securities with respect to the
Company's ability to issue shares of Common Stock in excess of the Cap Amount
(such approvals being the "20% Approval") and (ii) increase the number of
authorized shares of Common Stock of the Company (the "Share Authorization
Increase Approval") such that at least 30,000,000 shares can be reserved for
this Offering. In connection with such shareholder vote, the Company shall use
its best efforts to

                                       31
<PAGE>

cause all officers and directors of the Company to promptly enter into
irrevocable agreements to vote all of their shares in favor of eliminating such
prohibitions. As soon as practicable after the 20% Approval and the Share
Authorization Increase Approval, the Company agrees to use its best efforts to
reserve 30,000,000 shares of Common Stock for issuance under this Agreement.

                  5.26 Acknowledgment of Limitations on Put Amounts. The Company
understands and acknowledges that the amounts available under this Investment
Agreement are limited, among other things, based upon the liquidity of the
Company's Common Stock traded on its Principal Market.

                   5.27 Dilution. The number of shares of Common Stock issuable
as Put Shares may increase substantially in certain circumstances, including,
but not necessarily limited to, the circumstance wherein the trading price of
the Common Stock declines during the period between the Effective Date and the
end of the Commitment Period. The Company's executive officers and directors
fully understand the nature of the transactions contemplated by this Agreement
and recognize that they have a potential dilutive effect. The board of directors
of the Company has concluded, in its good faith business judgment, that such
issuance is in the best interests of the Company. The Company specifically
acknowledges that, whenever the Company elects to initiate a Put, its obligation
to issue the Put Shares is binding upon the Company and enforceable regardless
of the dilution such issuance may have on the ownership interests of other
shareholders of the Company.

         6.       Covenants of the Company.

                  6.1 Independent Auditors. The Company shall, until at least
the Termination Date, maintain as its independent auditors an accounting firm
authorized to practice before the SEC.

                  6.2 Corporate Existence and Taxes; Change in Corporate Entity.
The Company shall, until at least the Termination Date, maintain its corporate
existence in good standing and, once it becomes a "Reporting Issuer" (defined as
a Company which files periodic reports under the Exchange Act), remain a
Reporting Issuer and shall pay all its taxes when due except for taxes which the
Company disputes. The Company shall not, at any time after the date hereof,
enter into any merger, consolidation or corporate reorganization of the Company
with or into, or transfer all or substantially all of the assets of the Company
to, another entity unless the resulting successor or acquiring entity in such
transaction, if not the Company (the "Surviving Entity"), (i) has Common Stock
listed for trading on Nasdaq or on another national stock exchange and is a
Reporting Issuer, (ii) assumes by written instrument the Company's obligations
with respect to this Investment Agreement, the Registration Rights Agreement,
the Transfer Agent Instructions, the Warrant Antidilution Agreement, the
Warrants and the other agreements referred to herein, including but not limited
to the obligations to deliver to the Investor shares of Common Stock and/or
securities that Investor is entitled to receive pursuant to this Investment
Agreement and upon exercise of the Warrants and agrees by written instrument to
reissue, in the name of the Surviving Entity, any Commitment Warrants, Purchase
Warrants and Additional Warrants (each in the same terms, including but not
limited to the same reset provisions, as the Commitment Warrants, Purchase
Warrants and/or Additional Warrants originally issued or required to be issued
by the Company) that are outstanding immediately prior to such transaction,
making

                                       32
<PAGE>

appropriate proportional adjustments to the number of shares represented by such
Warrants and the exercise prices of such Warrants to accurately reflect the
exchange represented by the transaction.

                  6.3 Registration Rights. The Company will enter into a
registration rights agreement covering the resale of the Common Shares and the
Warrant Shares substantially in the form of the Registration Rights Agreement
attached as Exhibit A.

                  6.4 Asset Transfers. The Company shall not (i) transfer, sell,
convey or otherwise dispose of any of its material assets to any subsidiary
except for a cash or cash equivalent consideration and for a proper business
purpose or (ii) transfer, sell, convey or otherwise dispose of any of its
material assets to any Affiliate, as defined below, during the Term of this
Agreement. For purposes hereof, "Affiliate" shall mean any officer of the
Company, director of the Company or owner of twenty percent (20%) or more of the
Common Stock or other securities of the Company.

                  6.5  Capital Raising Limitations and Rights of First Refusal.

                           6.5.1    Capital  Raising  Limitations.   During  the
period from the date of this Agreement until the date that is sixty (60) days
after the Termination Date, the Company shall not issue or sell, or agree to
issue or sell Equity Securities (as defined below), for cash in private capital
raising transactions without obtaining the prior written approval of the
Investor of the Offering (the limitations referred to in this subsection 6.5.1
are collectively referred to as the "Capital Raising Limitations"). For purposes
hereof, the following shall be collectively referred to herein as, the "Equity
Securities": (i) Common Stock or any other equity securities, (ii) any debt or
equity securities which are convertible into, exercisable or exchangeable for,
or carry the right to receive additional shares of Common Stock or other equity
securities, or (iii) any securities of the Company pursuant to an equity line
structure or format similar in nature to this Offering. Notwithstanding the
above, the Company may issue and sell up to $3 million worth of Equity
Securities in any 12 month period following the date hereof, without the prior
written approval of the Investor, so long as such Equity Securities are sold at
no more than a 20% discount to the market price of the Company's Common Stock at
the time of closing of such transaction, and so long as such Equity Securities
are not Variable Equity Securities (as defined below). For purposes hereof, the
following shall be collectively referred to herein as, the "Variable Equity
Securities": any debt or equity securities which are convertible into,
exercisable or exchangeable for, or carry the right to receive additional shares
of Common Stock either (i) at any conversion, exercise or exchange rate or other
price that is based upon and/or varies with the trading prices of or quotations
for Common Stock at any time after the initial issuance of such debt or equity
security, or (ii) with a fixed conversion, exercise or exchange price that is
subject to being reset at some future date at any time after the initial
issuance of such debt or equity security or upon the occurrence of specified
contingent events directly or indirectly related to the business of the Company
or the market for the Common Stock.

                           6.5.2    Investor's   Right  of  First  Refusal. For
any private capital raising transactions of Equity Securities which close after
the date hereof and on or prior to the date that is sixty (60) days after the
Termination Date of this Agreement, not including any warrants issued in
conjunction with this Investment Agreement, the Company agrees to deliver to

                                       33
<PAGE>

Investor, at least ten (10) days prior to the closing of such transaction,
written notice describing the proposed transaction, including the terms and
conditions thereof, and providing the Investor and its affiliates an option (the
"Right of First Refusal") during the ten (10) day period following delivery of
such notice to purchase the securities being offered in such transaction on the
same terms as contemplated by such transaction.

                           6.5.3   Exceptions  to  Capital Raising Limitations
and Rights of First Refusal. Notwithstanding the above, neither the Capital
Raising Limitations nor the Rights of First Refusal shall apply to any
transaction involving issuances of securities by the Company to a company being
acquired by the Company, as payment for such acquisition, in connection with a
merger, consolidation, acquisition or sale of assets, or in connection with any
strategic partnership or joint venture (the primary purpose of which is not to
raise equity capital), or in connection with the disposition or acquisition of a
business, product or license by the Company or exercise of options by employees,
or directors, of the Company, or a primary underwritten offering of the
Company's Common Stock, but each shall apply to the issuance of securities or
options to consultants of the Company. The Capital Raising Limitations and
Rights of First Refusal also shall not apply to (a) the issuance of securities
upon exercise or conversion of the Company's options, warrants or other
convertible securities outstanding as of the date hereof, (b) the grant of
additional options or warrants, or the issuance of additional securities, under
any Company stock option or restricted stock plan for the benefit of the
Company's employees or directors, or (c) the issuance of debt securities, with
no equity feature, incurred solely for working capital purposes.

                  6.6 Financial 10-KSB Statements, Etc. and Current Reports on
Form 8-K. The Company shall deliver to the Investor copies of its annual reports
on Form 10-KSB, and quarterly reports on Form 10-QSB and shall deliver to the
Investor current reports on Form 8-K within two (2) days of filing for the Term
of this Agreement.

                  6.7 Opinion of Counsel. Investor shall, concurrent with the
Investment Commitment Closing, receive an opinion letter from the Company's
legal counsel, in the form attached as Exhibit B, or in such form as agreed upon
by the parties, and shall, concurrent with each Put Date, receive an opinion
letter from the Company's legal counsel, in the form attached as Exhibit I or in
such form as agreed upon by the parties.

                  6.8 Removal of Legend. If the certificates representing any
Securities are issued with a restrictive Legend in accordance with the terms of
this Agreement, the Legend shall be removed and the Company shall issue a
certificate without such Legend to the holder of any Security upon which it is
stamped, and a certificate for a security shall be originally issued without the
Legend, if (a) the sale of such Security is registered under the Act, or (b)
such holder provides the Company with an opinion of counsel, in form, substance
and scope reasonably acceptable to counsel for the Company (the reasonable cost
of which shall be borne by the Investor), to the effect that a public sale or
transfer of such Security may be made without registration under the Act, or (c)
such holder provides the Company with reasonable assurances (which assurances
shall be adequate to the Company or the Company's counsel) that such Security
can be sold pursuant to Rule 144. Each Investor agrees to sell all Securities,
including those represented by a certificate(s) from which the Legend has been
removed, or which were originally issued without the Legend, pursuant to an
effective registration statement and to

                                       34
<PAGE>

deliver a prospectus in connection with such sale or in compliance with an
exemption from the registration requirements of the Act.

                  6.9 Listing. Subject to the remainder of this Section 6.9, the
Company shall ensure that its shares of Common Stock (including all Warrant
Shares and Put Shares) are listed and available for trading on the O.T.C.
Bulletin Board. Thereafter, the Company shall (i) use its best efforts to
continue the listing and trading of its Common Stock on the O.T.C. Bulletin
Board or to become eligible for and listed and available for trading on the
Nasdaq Small Cap Market, the NMS, or the New York Stock Exchange ("NYSE"); and
(ii) comply in all material respects with the Company's reporting, filing and
other obligations under the By-Laws or rules of the National Association of
Securities Dealers ("NASD") and such exchanges, as applicable.

                  6.10 The Company's Instructions to Transfer Agent. The Company
will instruct the Transfer Agent of the Common Stock (the "Transfer Agent"), by
delivering instructions in the form of Exhibit T hereto, to issue certificates,
registered in the name of each Investor or its nominee, for the Put Shares and
Warrant Shares in such amounts as specified from time to time by the Company
upon any exercise by the Company of a Put and/or exercise of the Warrants by the
holder thereof. Such certificates shall not bear a Legend unless issuance with a
Legend is permitted by the terms of this Agreement and Legend removal is not
permitted by Section 6.8 hereof and the Company shall cause the Transfer Agent
to issue such certificates without a Legend. Nothing in this Section shall
affect in any way Investor's obligations and agreement set forth in Sections
3.3.2 or 3.3.3 hereof to resell the Securities pursuant to an effective
registration statement and to deliver a prospectus in connection with such sale
or in compliance with an exemption from the registration requirements of
applicable securities laws. If (a) an Investor provides the Company with an
opinion of counsel, which opinion of counsel shall be in form, substance and
scope reasonably acceptable to counsel for the Company, to the effect that the
Securities to be sold or transferred may be sold or transferred pursuant to an
exemption from registration or (b) an Investor transfers Securities, pursuant to
Rule 144, to a transferee which is an accredited investor, the Company shall
permit the transfer, and, in the case of Put Shares and Warrant Shares, promptly
instruct its transfer agent to issue one or more certificates in such name and
in such denomination as specified by such Investor. The Company acknowledges
that a breach by it of its obligations hereunder will cause irreparable harm to
an Investor by vitiating the intent and purpose of the transaction contemplated
hereby. Accordingly, the Company acknowledges that the remedy at law for a
breach of its obligations under this Section 6.10 will be inadequate and agrees,
in the event of a breach or threatened breach by the Company of the provisions
of this Section 6.10, that an Investor shall be entitled, in addition to all
other available remedies, to an injunction restraining any breach and requiring
immediate issuance and transfer, without the necessity of showing economic loss
and without any bond or other security being required.

                  6.11 Stockholder 20% Approval. Prior to the closing of any Put
that would cause the Aggregate Issued Shares to exceed the Cap Amount, if
required by the rules of NASDAQ because the Company's Common Stock is listed on
NASDAQ, the Company shall obtain approval of its stockholders to authorize (i)
the issuance of the full number of shares of Common Stock which would be
issuable pursuant to this Agreement but for the Cap Amount and eliminate any
prohibitions under applicable law or the rules or regulations of any stock
exchange, interdealer quotation system or other self-regulatory organization
with jurisdiction over the

                                       35
<PAGE>

Company or any of its securities with respect to the Company's ability to issue
shares of Common Stock in excess of the Cap Amount (such approvals being the
"Stockholder 20% Approval").

                  6.12 Press Release. Any public announcement relating to this
financing (a "Press Release") shall be submitted to the Investor for review at
least two (2) business days prior to the planned release. The Company shall not
disclose the Investor's name in any press release or other public announcement
without the Investor's prior written approval. The Company shall obtain the
Investor's written approval of the Press Release prior to issuance by the
Company.

                  6.13 Change in Law or Policy. In the event of a change in law,
or policy of the SEC, as evidenced by a No-Action letter or other written
statements of the SEC or the NASD which causes the Investor to be unable to
perform its obligations hereunder, this Agreement shall be automatically
terminated and no Termination Fee shall be due, provided that notwithstanding
any termination under this section 6.13, the Investor shall retain full
ownership of the Commitment Warrant as partial consideration for its commitment
hereunder.

                  6.14. Notice of Certain Events Affecting Registration;
Suspension of Right to Make a Put. The Company shall immediately notify the
Investor, but in no event later than two (2) business days (or five (5) business
days for information not affecting the currency or effectiveness of the
Registration Statement) by facsimile and by overnight courier, upon the
occurrence of any of the following events in respect of a Registration Statement
or related prospectus in respect of an offering of Registrable Securities: (i)
receipt of any request for additional information by the SEC or any other
federal or state governmental authority during the period of effectiveness of
the Registration Statement for amendments or supplements to the Registration
Statement or related prospectus; (ii) the issuance by the SEC or any other
federal or state governmental authority of any stop order suspending the
effectiveness of a Registration Statement or the initiation of any proceedings
for that purpose; (iii) receipt of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the
Registrable Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose; (iv) the happening of any event
that makes any statement made in such Registration Statement or related
prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires the making of any
changes in the Registration Statement, related prospectus or documents so that,
in the case of a Registration Statement, it will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, and
that in the case of the related prospectus, it will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; (v) the declaration by
the SEC of the effectiveness of a Registration Statement; and (vi) the Company's
reasonable determination that a post-effective amendment to the Registration
Statement would be appropriate, and the Company shall promptly make available to
the Investor any such supplement or amendment to the related prospectus. The
Company shall not deliver to the Investor any Put Notice during the continuation
of any of the foregoing events.

                                       36
<PAGE>

                  6.15 Acknowledgment Regarding Investor's Purchase of the
Securities. The Company acknowledges and agrees that the Investor is acting
solely in the capacity of arm's length purchaser with respect to the Transaction
Documents and the transactions contemplated hereby and thereby. The Company
further acknowledges that the Investor is not acting as a financial advisor or
fiduciary of the Company (or in any similar capacity) with respect to the
Transaction Documents and the transactions contemplated hereby and thereby and
any advice given by the Investor or any of its representatives or agents in
connection with the Transaction Documents and the transactions contemplated
hereby and thereby is merely incidental to the Investor's purchase of the
Securities. The Company further represents to the Investor that the Company's
decision to enter into the Transaction Documents has been based solely on the
independent evaluation by the Company and its representatives and advisors.

                  6.16. Liquidated Damages. The parties hereto acknowledge and
agree that, with respect to the sums payable as Non-Usage Fees, Termination Fees
and Ineffective Registration Payments, (a) the amount of loss or damages likely
to be incurred by the Investor is incapable or is difficult to precisely
estimate, (b) the amounts specified bear a reasonable proportion and are not
plainly or grossly disproportionate to the probable loss likely to be incurred
by the Investor, and (c) the parties are sophisticated business parties and have
been represented by sophisticated and able legal and financial counsel and
negotiated this Agreement at arm's length.

                  6.17. Copies of Financial Statements, Reports and Proxy
Statements. Promptly upon the mailing thereof to the shareholders of the Company
generally, the Company shall deliver to the Investor copies of all financial
statements, reports and proxy statements so mailed and any other document
generally distributed to shareholders.

                  6.18. Notice of Certain Litigation. Promptly following the
commencement thereof, the Company shall provide the Investor written notice and
a description in reasonable detail of any litigation or proceeding to which the
Company or any subsidiary of the Company is a party; in which the amount
involved is $250,000 or more and which is not covered by insurance or in which
injunctive or similar relief is sought.

         7.       Miscellaneous.

                  7.1 Representations and Warranties Survive the Closing;
Severability. Investor's and the Company's representations and warranties shall
survive the Investment Date and any Put Closing contemplated by this Agreement
notwithstanding any due diligence investigation made by or on behalf of the
party seeking to rely thereon. In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, or is altered by a term required by the Securities
Exchange Commission to be included in the Registration Statement, this Agreement
shall continue in full force and effect without said provision; provided that if
the removal of such provision materially changes the economic benefit of this
Agreement to the Investor, this Agreement shall terminate.

                  7.2 Successors and Assigns. This Agreement shall not be
assignable without the Company's written consent. If assigned, the terms and
conditions of this Agreement shall inure to the benefit of and be binding upon
the respective successors and assigns of the parties. Nothing in this Agreement,
express or implied, is intended to confer upon any party other than

                                       37
<PAGE>

the parties hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement. Investor may assign Investor's
rights hereunder, in connection with any private sale of the membership interest
of such Investor, so long as, as a condition precedent to such transfer, the
transferee executes an acknowledgment agreeing to be bound by the applicable
provisions of this Agreement in a form acceptable to the Company and provides an
original copy of such acknowledgment to the Company.

                  7.3 Execution in Counterparts Permitted. This Agreement may be
executed in any number of counterparts, each of which shall be enforceable
against the parties actually executing such counterparts, and all of which
together shall constitute one (1) instrument.

                  7.4 Titles and Subtitles; Gender. The titles and subtitles
used in this Agreement are used for convenience only and are not to be
considered in construing or interpreting this Agreement. The use in this
Agreement of a masculine, feminine or neuter pronoun shall be deemed to include
a reference to the others.

                  7.5 Written Notices, Etc. Any notice, demand or request
required or permitted to be given by the Company or Investor pursuant to the
terms of this Agreement shall be in writing and shall be deemed given when
delivered personally, or by facsimile or upon receipt if by overnight or two (2)
day courier, addressed to the parties at the addresses and/or facsimile
telephone number of the parties set forth at the end of this Agreement or such
other address as a party may request by notifying the other in writing;
provided, however, that in order for any notice to be effective as to the
Investor such notice shall be delivered and sent, as specified herein, to all
the addresses and facsimile telephone numbers of the Investor set forth at the
end of this Agreement or such other address and/or facsimile telephone number as
Investor may request in writing.

                  7.6 Expenses. Except as set forth in the Registration Rights
Agreement, each of the Company and Investor shall pay all costs and expenses
that it respectively incurs, with respect to the negotiation, execution,
delivery and performance of this Agreement.

                  7.7 Entire Agreement; Written Amendments Required. This
Agreement, including the Exhibits attached hereto, the Common Stock
certificates, the Warrants, the Registration Rights Agreement, and the other
documents delivered pursuant hereto constitute the full and entire understanding
and agreement between the parties with regard to the subjects hereof and
thereof, and no party shall be liable or bound to any other party in any manner
by any warranties, representations or covenants, whether oral, written, or
otherwise except as specifically set forth herein or therein. Except as
expressly provided herein, neither this Agreement nor any term hereof may be
amended, waived, discharged or terminated other than by a written instrument
signed by the party against whom enforcement of any such amendment, waiver,
discharge or termination is sought.

                  7.8 Actions at Law or Equity; Jurisdiction and Venue. The
parties acknowledge that any and all actions, whether at law or at equity, and
whether or not said actions are based upon this Agreement between the parties
hereto, shall be filed in any state or federal court sitting in Atlanta,
Georgia. Georgia law shall govern both the proceeding as well as the

                                       38
<PAGE>

interpretation and construction of the Transaction Documents and the transaction
as a whole. In any litigation between the parties hereto, the prevailing party,
as found by the court, shall be entitled to an award of all attorney's fees and
costs of court. Should the court refuse to find a prevailing party, each party
shall bear its own legal fees and costs.

                  7.9 Reporting Entity for the Common Stock. The reporting
entity relied upon for the determination of the trading price or trading volume
of the Common Stock on the Principal Market on any given Trading Day for the
purposes of this Agreement shall be the Bloomberg L.P. The written mutual
consent of the Investor and the Company shall be required to employ any other
reporting entity.

         8.       Subscription and Wiring Instructions; Irrevocability.

                  (a)      Wire transfer of Subscription Funds. Investor shall
                           deliver Put Dollar Amounts (as payment towards any
                           Put Share Price) by wire transfer, to the Company
                           pursuant to a wire instruction letter to be provided
                           by the Company, and signed by the Company.

                  (b)      Irrevocable Subscription. Investor hereby
                           acknowledges and agrees, subject to the provisions of
                           any applicable laws providing for the refund of
                           subscription amounts submitted by Investor, that this
                           Agreement is irrevocable and that Investor is not
                           entitled to cancel, terminate or revoke this
                           Agreement or any other agreements executed by such
                           Investor and delivered pursuant hereto, and that this
                           Agreement and such other agreements shall survive the
                           death or disability of such Investor and shall be
                           binding upon and inure to the benefit of the parties
                           and their heirs, executors, administrators,
                           successors, legal representatives and assigns. If the
                           Securities subscribed for are to be owned by more
                           than one person, the obligations of all such owners
                           under this Agreement shall be joint and several, and
                           the agreements, representations, warranties and
                           acknowledgments herein contained shall be deemed to
                           be made by and be binding upon each such person and
                           his heirs, executors, administrators, successors,
                           legal representatives and assigns.

                                       39
<PAGE>

         9.       Indemnification.

                  In consideration of the Investor's execution and delivery of
the Investment Agreement, the Registration Rights Agreement and the Warrants
(the "Transaction Documents") and acquiring the Securities thereunder and in
addition to all of the Company's other obligations under the Transaction
Documents, the Company shall defend, protect, indemnify and hold harmless
Investor and all of its stockholders, officers, directors, employees and direct
or indirect investors and any of the foregoing person's agents, members,
partners or other representatives (including, without limitation, those retained
in connection with the transactions contemplated by this Agreement)
(collectively, the "Indemnitees") from and against any and all actions, causes
of action, suits, claims, losses, costs, penalties, fees, liabilities and
damages, and expenses in connection therewith (irrespective of whether any such
Indemnitee is a party to the action for which indemnification hereunder is
sought), and including reasonable attorney's fees and disbursements (the
"Indemnified Liabilities"), incurred by any Indemnitee as a result of, or
arising out of, or relating to (a) any material misrepresentation or breach of
any representation or warranty made by the Company in the Transaction Documents
or any other certificate, instrument or documents contemplated hereby or
thereby, (b) any material breach of any covenant, agreement or obligation of the
Company contained in the Transaction Documents or any other certificate,
instrument or document contemplated hereby or thereby, or (c) any cause of
action, suit or claim, derivative or otherwise, by any stockholder of the
Company based on a breach or alleged breach by the Company or any of its
officers or directors of their fiduciary or other obligations to the
stockholders of the Company.

         To the extent that the foregoing undertaking by the Company may be
unenforceable for any reason, the Company shall make the maximum contribution to
the payment and satisfaction of each of the Indemnified Liabilities which it
would be required to make if such foregoing undertaking was enforceable which is
permissible under applicable law.

         Promptly after receipt by an Indemnified Party of notice of the
commencement of any action pursuant to which indemnification may be sought, such
Indemnified Party will, if a claim in respect thereof is to be made against the
other party (hereinafter "Indemnitor") under this Section 9, deliver to the
Indemnitor a written notice of the commencement thereof and the Indemnitor shall
have the right to participate in and to assume the defense thereof with counsel
reasonably selected by the Indemnitor.The failure to deliver written notice to
the Indemnitor within a reasonable time of the commencement of any such action,
if prejudicial to the Indemnitor's ability to defend such action, shall relieve
the Indemnitor of any liability to the Indemnified Party under this Section 9,
but the omission to so deliver written notice to the Indemnitor will not relieve
it of any liability that it may have to any Indemnified Party other than under
this Section 9 to the extent it is prejudicial.

                           [INTENTIONALLY LEFT BLANK]

                                       40
<PAGE>

         10. Accredited Investor. Investor is an "accredited investor" because
(check all applicable boxes):

         (a)    [ ]        it is an organization described in Section
                           501(c)(3) of the Internal Revenue Code, or a
                           corporation, limited duration company, limited
                           liability company, business trust, or partnership not
                           formed for the specific purpose of acquiring the
                           securities offered, with total assets in excess of
                           $5,000,000.

         (b)    [ ]        any trust, with total assets in excess of
                           $5,000,000, not formed for the specific purpose of
                           acquiring the securities offered, whose purchase is
                           directed by a sophisticated person who has such
                           knowledge and experience in financial and business
                           matters that he is capable of evaluating the merits
                           and risks of the prospective investment.

         (c)    [ ]        a natural person, who

                [ ]        is a director, executive officer or general partner
                           of the issuer of the securities being offered or sold
                           or a director, executive officer or general partner
                           of a general partner of that issuer.

                [ ]        has an individual net worth, or joint net worth with
                           that person's  spouse,  at the time of his purchase
                           exceeding $1,000,000.

                [ ]        had an individual income in excess of $200,000 in
                           each of the two most recent years or joint income
                           with that person's spouse in excess of $300,000 in
                           each of those years and has a reasonable expectation
                           of reaching the same income level in the current
                           year.

         (d)    [ ]        an entity each equity owner of which is an entity
                           described in a - b above or is an individual who
                           could check one (1) of the last three (3) boxes under
                           subparagraph (c) above.

         (e)    [ ]        other [specify] __________________________________.



                                       41
<PAGE>

         The undersigned hereby subscribes the Maximum Offering Amount and
acknowledges that this Agreement and the subscription represented hereby shall
not be effective unless accepted by the Company as indicated below.

         IN WITNESS WHEREOF, the undersigned Investor does represent and certify
under penalty of perjury that the foregoing statements are true and correct and
that Investor by the following signature(s) executed this Agreement.

Dated this 22nd day of December, 2000.


SWARTZ PRIVATE EQUITY, LLC


By: ____________________________________
          Eric S. Swartz, Manager


SECURITY DELIVERY INSTRUCTIONS:
Swartz Private Equity, LLC
c/o Eric S. Swartz
300 Colonial Center Parkway, Suite 300
Roswell, GA 30076
Telephone: (770) 640-8130


THIS AGREEMENT IS ACCEPTED BY THE COMPANY IN THE AMOUNT OF THE MAXIMUM OFFERING
AMOUNT ON THE 22ND DAY OF DECEMBER, 2000.


                                       E-REX, INC.


                                       By:_____________________________________
                                             Carl E. Dilley, President & CEO

                              Address:
                                       Attn: Carl E. Dilley, President & CEO
                                       8890 Coral Way #220
                                       Miami, FL 33165
                                       Telephone (305) 554-9903
                                       Facsimile  (305) 552-5149


                                       42
<PAGE>

                                    EXHIBIT E
                               ADVANCE PUT NOTICE



E-REX, INC. (the "Company") hereby intends, subject to the Individual Put Limit
(as defined in the Investment Agreement), to elect to exercise a Put to sell the
number of shares of Common Stock of the Company specified below, to Swartz
Private Equity, LLC, as of the Intended Put Date written below, all pursuant to
that certain Investment Agreement (the "Investment Agreement") by and between
the Company and Swartz Private Equity, LLC dated on or about December 22, 2000.


                 Date of Advance Put Notice: __________________


                 Intended Put Date: ___________________________


                 Intended Put Share Amount: ___________________


                 Company Designation Maximum Put Dollar Amount (Optional):
                 ____________________________________________.

                 Company Designation Minimum Put Share Price (Optional):
                 ____________________________________________.



                                    E-REX, INC.



                                    By:_________________________________________
                                          Carl E. Dilley, President & CEO

                           Address:
                                    Attn: Carl E. Dilley, President & CEO
                                    8890 Coral Way #220
                                    Miami, FL 33165
                                    Telephone (305) 554-9903
                                    Facsimile  (305) 552-5149


<PAGE>

                                    EXHIBIT F
                       CONFIRMATION of ADVANCE PUT NOTICE


Swartz Private Equity, LLC (the "Investor") hereby confirms receipt of E-REX,
INC.'s (the "Company") Advance Put Notice on the Advance Put Date written below,
and its intention to elect to exercise a Put to sell shares of common stock
("Intended Put Share Amount") of the Company to the Investor, as of the intended
Put Date written below, all pursuant to that certain Investment Agreement (the
"Investment Agreement") by and between the Company and Swartz Private Equity,
LLC dated on or about December 22, 2000.


                   Date of Confirmation: _____________________

                   Date of Advance Put Notice: _______________

                   Intended Put Date: ________________________

                   Intended Put Share Amount: ________________

                   Company Designation Maximum Put Dollar Amount (Optional):
                   ________________________________________.

                   Company Designation Minimum Put Share Price (Optional):
                   ________________________________________.


                             SWARTZ PRIVATE EQUITY, LLC

                             By: __________________________________
                                    (Signature)

                             Print Name: __________________________

                     Address:______________________________________

                             ______________________________________

                     Telephone No.: _______________________________

                     Facsimile No.: _______________________________

<PAGE>

                                    EXHIBIT G
                                   PUT NOTICE

E-REX, INC., (the "Company") hereby elects to exercise a Put to sell shares of
common stock ("Common Stock") of the Company to Swartz Private Equity, LLC (the
"Investor"), as of the Put Date, at the Put Share Price and for the number of
Put Shares written below, all pursuant to that certain Investment Agreement (the
"Investment Agreement") by and between the Company and Swartz Private Equity,
LLC dated on or about December 22, 2000.

                       Put Date: _________________

                       Intended Put Share Amount (from Advance Put Notice):
                       _________________  Common Shares

                       Company Designation Maximum Put Dollar Amount (Optional):
                       ________________________________________.

                       Company Designation Minimum Put Share Price (Optional):
                       ________________________________________.



Note:  Capitalized terms shall have the meanings ascribed to them in this
Investment Agreement.




                                  E-REX, INC.


                                  By:___________________________________________
                                        Carl E. Dilley, President & CEO

                         Address:
                                  Attn: Carl E. Dilley, President & CEO
                                  8890 Coral Way #220
                                  Miami, FL 33165
                                  Telephone (305) 554-9903
                                  Facsimile  (305) 552-5149

<PAGE>

                                    EXHIBIT S
                           CONFIRMATION of PUT NOTICE


Swartz Private Equity, LLC (the "Investor"), hereby confirms receipt of E-Rex,
Inc. (the "Company") Put Notice and election to exercise a Put to sell
___________________________ shares of common stock ("Common Stock") of the
Company to Investor, as of the Put Date, all pursuant to that certain Investment
Agreement (the "Investment Agreement") by and between the Company and Swartz
Private Equity, LLC dated on or about December 22, 2000.


                   Date of Confirmation: ____________________

                   Date of Put Notice: ______________________

                   Put Date: ________________________________

                   Intended Put Share Amount: _______________

                   Company Designation Maximum Put Dollar Amount (Optional):
                   ________________________________________.

                   Company Designation Minimum Put Share Price (Optional):
                   ________________________________________.


                              SWARTZ PRIVATE EQUITY, LLC


                              By: __________________________________
                                     (Signature)

                              Print Name: __________________________

                              Address:______________________________
                                      ______________________________
                                      ______________________________

                              Telephone No.: _______________________

                              Facsimile No.: _______________________