EXHIBIT 10.8


                         COMMON STOCK PURCHASE AGREEMENT


                  This COMMON STOCK PURCHASE  AGREEMENT  (this  "Agreement")  is
dated  as of  January  4,  2001  by and  between  AbsoluteFuture.com,  a  Nevada
corporation (the "Company"), and Northwind Associates, Inc. (the "Purchaser").

                  The parties hereto agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

                  Section 1.1.      Certain Definitions.

                           (a)      "DRAW DOWN" shall have the meaning assigned
                                     ---------
to such term in Section 6.1(a) hereof.

                           (b)      "DRAW  DOWN  PRICING  PERIOD"  shall  mean
                                     ---------------------------
a period of  twenty-two  (22)  consecutive  Trading  Days  beginning on the date
specified  in the Draw Down  Notice  (as  defined  in  Section  6.1(e)  hereof);
PROVIDED,  HOWEVER,  the Draw Down Pricing Period shall not begin before the day
on which receipt of such notice is confirmed by the Purchaser.

                           (c)      "EFFECTIVE  DATE"  shall mean the date the
                                     ---------------
Registration  Statement  of the Company covering the Shares being subscribed for
hereby is declared effective.

                           (d)      "GAAP" shall mean the United States Gene-
                                     ----
rally Accepted Accounting Principles as those conventions,  rules and procedures
are determined by the Financial  Accounting  Standards Board and its predecessor
agencies.

                           (e)      "INVESTMENT AMOUNT" shall have the meaning
                                     -----------------
assigned to such term in Section 6.1(e) hereof.

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

                           (h)      "PRINCIPAL  MARKET"  shall mean  initially
                                     -----------------
the OTC Bulletin  Board and shall include the American  Stock  Exchange,  Nasdaq
Small-Cap  Market,  Nasdaq National

                                       1

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Market or the New York Stock  Exchange if the Company  becomes listed and trades
on such market or exchange after the date hereof.

                           (i)      "PURCHASE PRICE" shall mean 90% of the VWAP
                                     --------------
on the date in question.

                           (j)      "REGISTRATION  STATEMENT" shall mean the
                                     -----------------------
registration  statement  under  the  Securities  Act of 1933,  as  amended  (the
"Securities  Act"), to be filed with the Securities and Exchange  Commission for
the  registration of the Shares pursuant to the  Registration  Rights  Agreement
attached hereto as EXHIBIT A (the "Registration Rights Agreement).

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

                           (l)      "SETTLEMENT PERIOD" shall have the meaning
                                     -----------------
assigned to such term in Section 6.1(b).

                           (m)      "SHARES" shall mean,  collectively,  the
                                     ------
shares of Common Stock of the Company being  subscribed for hereunder (the "Draw
Down Shares") and those shares of Common Stock  issuable to the  Purchaser  upon
exercise of the Warrant (the "Warrant Shares").

                           (n)      "THRESHOLD  PRICE"  shall mean the price per
                                     ----------------
Share  designated by the Company as the lowest  VWAPduring any Draw Down Pricing
Period at which the  Company  will sell its Common  Stock  with  respect to this
Agreement.

                           (o)      "TRADING DAY" shall mean any day on which
                                     -----------
the Principal Market is open for business.

                           (p)      "VWAP" shall mean the daily volume  weighted
                                     ----
average price of the Company's  Common Stock on the Principal Market as reported
by Bloomberg  Financial L.P. (based on a trading day from 9:30 am EST to 4:00 pm
EST) using the VAP function on the date in question.

                           (q)      "WARRANT" shall mean the meaning assigned to
                                     -------
such term in Section 5.2(f) hereof.

                                       2

<PAGE>

                                   ARTICLE II

                        PURCHASE AND SALE OF COMMON STOCK


                  Section 2.1.      PURCHASE AND SALE OF STOCK.  Subject to the
                                    --------------------------
terms and  conditions of this  Agreement,  the Company may sell and issue to the
Purchaser and the  Purchaser  shall be obligated to purchase from the Company up
to an  aggregate  purchase  price of ten million  dollars  ($10,000,000)  of the
Company's  Common Stock (the  "Commitment  Amount"),  $0.001 par value per share
(the "Common Stock"), and the Warrant, based on Draw Downs of up to five hundred
thousand dollars ($500,000) per Draw Down.

                  Section  2.2.     THE SHARES.  The  Company has  authorized
                                    ----------
and has reserved and covenants to continue to reserve, free of preemptive rights
and other similar contractual rights of stockholders, a sufficient number of its
authorized but unissued  shares of Common Stock to cover the Shares to be issued
in connection with all Draw Downs  requested  under this Agreement.  Anything in
this Agreement to the contrary notwithstanding,  (i) at no time will the Company
request a Draw Down which would result in the issuance of an aggregate number of
shares of Common Stock  pursuant to this  Agreement  which  exceeds 19.9% of the
number of shares of Common Stock issued and  outstanding on the Initial  Closing
Date without obtaining  stockholder  approval of such excess issuance,  and (ii)
excluding the shares issued pursuant to the Warrant,  the Company may not make a
Draw Down to the extent that such Draw Down equals or exceeds a number of shares
equal to or greater than 8% of the then outstanding shares of Common Stock.

                  Section 2.3.      PURCHASE PRICE AND INITIAL CLOSING. The Com-
                                    ----------------------------------
pany agrees to issue and sell to the Purchaser and, in  consideration  of and in
express  reliance upon the  representations,  warranties,  covenants,  terms and
conditions of this  Agreement,  the Purchaser  agrees to purchase that number of
the Shares to be issued in  connection  with each Draw  Down.  The  delivery  of
executed  documents  under this Agreement and the other  agreements  referred to
herein  and the  payment  of the  fees  set  forth in  Article  I of the  Escrow
Agreement,  attached as EXHIBIT B hereto,  (the  "Initial  Closing")  shall take
place at the offices of Epstein Becker & Green, P.C., 250 Park Avenue, New York,
New York 10177 (i) within  fifteen (15) days from the date hereof,  or (ii) such
other time and place or on such date as the  Purchaser and the Company may agree
upon (the  "Initial  Closing  Date").  Each party shall  deliver all  documents,
instruments and writings required to be delivered by such party pursuant to this
Agreement at or prior to the Initial Closing.


                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES


                  Section 3.1.      REPRESENTATION AND WARRANTIES OF THE COMPANY
                                    --------------------------------------------
The Company hereby makes the following  representations and warranties to the
Purchaser:

                                       3

<PAGE>

                           (a)      ORGANIZATION,  GOOD STANDING AND POWER.
                                    --------------------------------------
The Company is a  corporation  duly  incorporated  validly  existing and in good
standing  under the laws of the State of Nevada and has all requisite  corporate
authority to own,  lease and operate its  properties  and assets and to carry on
its  business  as now being  conducted.  The  Company  is duly  qualified  to do
business and is in good standing as a foreign  corporation in every jurisdiction
in which the nature of the business conducted or property owned by it makes such
qualification  necessary,  other than  those in which the  failure so to qualify
would not have a Material Adverse Effect.

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

                           (c)      CAPITALIZATION.  The  authorized  capital
                                    --------------
stock of the Company  consists  of  50,000,000  shares of Common  Stock of which
23,366,546  shares are issued and outstanding and 10,000,000 shares of preferred
stock,  $0.001 par value, of which none are issued and  outstanding.  All of the
outstanding  shares of the  Company's  Common  Stock have been duly and  validly
authorized and are fully paid and non-assessable, except as set forth in the SEC
Documents.  Except as set forth in this  Agreement and the  Registration  Rights
Agreement and as set forth in the SEC Documents,  or on SCHEDULE  3.1(C) hereto,
no shares of Common  Stock are  entitled to  preemptive  rights or  registration
rights and there are no outstanding options, warrant, scrip, rights to subscribe
to, calls or commitments of any character  whatsoever relating to, or securities
or  rights  convertible  into,  any  shares  of  capital  stock of the  Company.
Furthermore,  except as set forth in this  Agreement and as set forth in the SEC
Documents  or  on  SCHEDULE  3.1(c),   there  are  no  contracts,   commitments,
                   ----------------
understandings,  or  arrangements by which the Company is or may become bound to
issue  additional  shares  of the  capital  stock  of the  Company  or  options,
securities  or rights  convertible  into shares of capital stock of the Company.
Except  as set  forth on  SCHEDULE  3.1(c),  the  Company  is not a party to any
                          ----------------
agreement granting  registration rights to any person with respect to any of its
equity or debt securities.  Except as set forth on SCHEDULE 3.1(c),  the Company
                                                   ---------------
is not a party to, and it has no knowledge  of, any  agreement  restricting  the
voting or transfer of any shares of the capital stock of the Company.  Except as
set forth in the SEC Documents or on SCHEDULE 3.1(c) hereto,  the offer and sale
                                     ---------------
of all capital stock,  convertible securities,  rights,  warrants, or options of
the Company  issued prior to the Initial  Closing  complied with all  applicable
federal and state  securities laws, and no stockholder has a

                                       4

<PAGE>

right of rescission or damages with respect  thereto which would have a Material
Adverse Effect on the Company's  financial  condition or operating results.  The
Company has made  available  to the  Purchaser  true and  correct  copies of the
Company's  articles or  certificate  of  incorporation  as in effect on the date
hereof (the "Charter"), and the Company's bylaws as in effect on the date hereof
(the  "Bylaws").  The Company  has not  received  any notice from the  Principal
Market questioning or threatening the continued inclusion of the Common Stock on
such market.

                           (d)      ISSUANCE OF SHARES.  The Shares to be issued
                                    ------------------
under this Agreement have been duly authorized by all necessary corporate action
and,  when paid for and  issued in  accordance  with the  terms  hereof  and the
Warrant,  the Shares  shall be validly  issued and  outstanding,  fully paid and
non-assessable,  and the Purchaser shall be entitled to all rights accorded to a
holder of Common Stock.

                           (e)      NO  CONFLICTS.  Except  as set  forth on
                                    -------------
Schedule  3.1(e),  the execution,  delivery and performance of this Agreement by
the Company and the consummation by the Company of the transactions contemplated
herein do not and will not (i) violate any provision of the Company's Charter or
Bylaws,  (ii)  conflict  with,  or  constitute a default (or an event which with
notice or lapse of time or both would become a default) under, or give to others
any rights of  termination,  amendment,  acceleration  or  cancellation  of, any
agreement,  mortgage,  deed of trust,  indenture,  note,  bond,  license,  lease
agreement,  instrument  or  obligation  to which the  Company is a party,  (iii)
create or impose a lien,  charge or  encumbrance  on any property of the Company
under any  agreement  or any  commitment  to which the  Company is a party or by
which the  Company  is bound or by which  any of its  respective  properties  or
assets are bound, or (iv) result in a violation of any federal,  state, local or
other foreign statute,  rule,  regulation,  order, judgment or decree (including
any federal or state securities laws and regulations)  applicable to the Company
or any of its  subsidiaries  or by which any property or asset of the Company or
any of its  subsidiaries are bound or affected,  except,  in all cases, for such
conflicts, defaults, termination, amendments,  accelerations,  cancellations and
violations  as would  not,  individually  or in the  aggregate,  have a Material
Adverse  Effect.  The business of the Company and its  subsidiaries is not being
conducted  in  violation  of  any  laws,   ordinances  or   regulations  of  any
governmental  entity,  except for possible violations which singularly or in the
aggregate do not and will not have a Material Adverse Effect. The Company is not
required under any federal, state or local law, rule or regulation to obtain any
consent, authorization or order of, or make any filing or registration with, any
court or governmental agency in order for it to execute,  deliver or perform any
of its  obligations  under  this  Agreement,  or issue  and sell the  Shares  in
accordance  with the terms hereof  (other than any filings which may be required
to be made by the Company  with the  Securities  and  Exchange  Commission  (the
"SEC") or state securities  administrators subsequent to the Initial Closing and
any registration  statement which may be filed pursuant hereto);  provided that,
for purpose of the representation made in this sentence, the Company is assuming
and relying upon the accuracy of the relevant  representations and agreements of
the Purchaser herein.

                           (f)      SEC  DOCUMENTS,  FINANCIAL  STATEMENTS.  The
                                    --------------------------------------
Common  Stock of the  Company is  registered  pursuant  to Section  12(g) of the
Securities  and Exchange  Act of 1934,  as amended (the  "Exchange  Act"),  and,
except as  disclosed  in the SEC  Documents or on SCHEDULE  3.1(f)  hereto,  the
                                                  ----------------
Company has timely filed all reports,  schedules,  forms,  statements  and other

                                       5

<PAGE>


documents  required  to be filed by it with the SEC  pursuant  to the  reporting
requirements of the Exchange Act,  including  material filed pursuant to Section
13(a) or 15(d) of the  Exchange  Act  (all of the  foregoing  including  filings
incorporated  by  reference  therein  being  referred  to  herein  as  the  "SEC
Documents").  The Company has  delivered  or made  available  to the  Purchaser,
through  the EDGAR  system or  otherwise,  true and  complete  copies of the SEC
Documents  filed with the SEC since  December  31,  1998.  The  Company  has not
provided to the Purchaser any  information  which,  according to applicable law,
rule or regulation, should have been disclosed publicly by the Company but which
has  not  been  so  disclosed,  other  than  with  respect  to the  transactions
contemplated by this Agreement.  As of their  respective  filing dates,  the SEC
Documents  complied  in all  material  respects  with  the  requirements  of the
Exchange Act or the Securities Act, as applicable, and the rules and regulations
of the SEC promulgated thereunder applicable to such documents, and, as of their
respective  filing  dates,  none  of the  SEC  Documents  contained  any  untrue
statement of a material  fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the  circumstances  under which they were made,  not  misleading.  The financial
statements of the Company included in the SEC Documents comply as to form in all
material  respects with applicable  accounting  requirements  under GAAP and the
published  rules  and  regulations  of the SEC or  other  applicable  rules  and
regulations with respect thereto.  Such financial  statements have been prepared
in  accordance  with GAAP  applied on a  consistent  basis  during  the  periods
involved (except (i) as may be otherwise indicated in such financial  statements
or the notes thereto or (ii) in the case of unaudited interim statements, to the
extent  they  may  not  include   footnotes  or  may  be  condensed  or  summary
statements),  and fairly present in all material respects the financial position
of the Company and its  subsidiaries  as of the dates thereof and the results of
operations  and cash flows for the periods then ended  (subject,  in the case of
unaudited statements, to normal year-end audit adjustments).

                           (g)      SUBSIDIARIES.  The SEC Documents or Schedule
                                    ------------
3.1(g)  hereto  sets  forth  each   subsidiary  of  the  Company,   showing  the
jurisdiction of its  incorporation or organization and showing the percentage of
the  Company's  ownership of the  outstanding  stock or other  interests of such
subsidiary.  For the  purposes of this  Agreement,  "subsidiary"  shall mean any
corporation  or other entity of which at least a majority of the  securities  or
other  ownership   interests   having  ordinary  voting  power   (absolutely  or
contingently) for the election of directors or other persons  performing similar
functions are at the time owned directly or indirectly by the Company and/or any
of its other  subsidiaries.  All of the issued and outstanding shares of capital
stock of each subsidiary  have been duly authorized and validly issued,  and are
fully paid and non-assessable.  There are no outstanding preemptive,  conversion
or other rights, options, warrants or agreements granted or issued by or binding
upon any  subsidiary  for the purchase or  acquisition  of any shares of capital
stock of any subsidiary or any other securities  convertible into,  exchangeable
for or evidencing  the rights to subscribe for any shares of such capital stock.
Neither the Company nor any subsidiary is subject to any obligation  (contingent
or otherwise)  to  repurchase  or otherwise  acquire or retire any shares of the
capital stock of any subsidiary or any convertible securities,  rights, warrants
or options of the type described in the preceding sentence.  Neither the Company
nor any  subsidiary  is a party to,  nor has any  knowledge  of,  any  agreement
restricting  the voting or transfer  of any shares of the  capital  stock of any
subsidiary.

                                       6

<PAGE>

                           (h)      NO  MATERIAL  ADVERSE  EFFECT.  Since  the
                                    -----------------------------
date of the financial statement contained in the most recently filed Form 10-QSB
or Form  10-KSB,  whichever  is most  current,  no Material  Adverse  Effect has
occurred or exists with respect to the  Company,  except as disclosed in the SEC
Documents or on SCHEDULE 3.1(H) hereto.

                           (i)      NO UNDISCLOSED  LIABILITIES.  Except as dis-
                                    ---------------------------
closed in the SEC Documents or on SCHEDULE  3.1(I)  hereto,  neither the Company
nor any of its subsidiaries has any liabilities,  obligations,  claims or losses
(whether liquidated or unliquidated,  secured or unsecured,  absolute,  accrued,
contingent  or  otherwise)  that would be required to be  disclosed on a balance
sheet  of the  Company  or any  subsidiary  (including  the  notes  thereto)  in
conformity  with GAAP which are not disclosed in the SEC  Documents,  other than
those  incurred in the ordinary  course of the  Company's  or its  subsidiaries'
respective  businesses  since  such  date  and  which,  individually  or in  the
aggregate,  do not or would not have a Material Adverse Effect on the Company or
its subsidiaries.

                           (j)      NO  UNDISCLOSED  EVENTS OR  CIRCUMSTANCES.
                                    -----------------------------------------
Since the date of the financial  statement  contained in the most recently filed
Form 10-QSB or Form 10-KSB,  whichever is most current, no event or circumstance
has  occurred  or  exists  with  respect  to  the  Company  or  its  businesses,
properties, prospects, operations or financial condition, that, under applicable
law, rule or regulation, requires public disclosure or announcement prior to the
date  hereof by the  Company  but which has not been so  publicly  announced  or
disclosed in the SEC Documents.

                           (k)      INDEBTEDNESS.  The SEC Documents or
                                    ------------
SCHEDULE 3.1(k) hereto sets forth as of the date  hereof all  outstanding
---------------
secured and  unsecured  Indebtedness  of the Company or any  subsidiary,  or for
which the Company or any  subsidiary has  commitments.  For the purposes of this
Agreement,  "Indebtedness"  shall mean (A) any liabilities for borrowed money or
amounts owed in excess of $250,000 (other than trade accounts  payable  incurred
in the  ordinary  course of  business),  (B) all  guaranties,  endorsements  and
contingent  obligations in respect of Indebtedness of others, whether or not the
same are or should be reflected  in the  Company's  balance  sheet (or the notes
thereto), except guaranties by endorsement of negotiable instruments for deposit
or collection or similar  transactions in the ordinary  course of business;  and
(C) the present  value of any lease  payments  in excess of  $250,000  due under
leases required to be capitalized in accordance  with GAAP.  Neither the Company
nor any subsidiary is in default with respect to any Indebtedness.

                           (l)      TITLE TO  ASSETS.  Each of the  Company  and
                                    ----------------
the  subsidiaries  has good and marketable title to all of its real and personal
property  reflected  in the  SEC  Documents,  free  of any  mortgages,  pledges,
charges,  liens,  security  interests  or other  encumbrances,  except for those
indicated in the SEC Documents or on SCHEDULE  3.1(1) hereto or such that do not
                                     ----------------
cause a Material Adverse Effect.  All said leases of the Company and each of its
subsidiaries are valid and subsisting and in full force and effect.

                           (m)      ACTIONS  PENDING.  There  is  no  action,
                                    ----------------
suit,  claim,  investigation  or proceeding  pending or, to the knowledge of the
Company,  threatened  against the Company or any subsidiary  which questions the
validity of this Agreement or the transactions contemplated

                                       7

<PAGE>

hereby or any action taken or to be taken pursuant hereto or thereto.  Except as
set forth in the SEC Documents or on SCHEDULE 3.1(m) hereto, there is no action,
                                     ---------------
suit, claim, investigation  or  proceeding  pending  or,  to the  knowledge  of
the Company, threatened, against or involving the Company, any subsidiary or any
of their  respective  properties  or assets.  There are no  outstanding  orders,
judgments,   injunctions,   awards  or  decrees  of  any  court,  arbitrator  or
governmental or regulatory body against the Company or any subsidiary.

                           (n)      COMPLIANCE  WITH LAW.  The  Company and each
                                    --------------------
of its subsidiaries have all franchises,  permits, licenses,  consents and other
governmental  or  regulatory  authorizations  and  approvals  necessary  for the
conduct of their respective businesses as now being conducted by them unless the
failure  to possess  such  franchises,  permits,  licenses,  consents  and other
governmental or regulatory authorizations and approvals,  individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.

                           (o)      TAXES. The Company and each subsidiary has
                                    -----
filed all Tax Returns which it is required to file under  applicable  laws;  all
such Tax Returns are true and accurate and have been prepared in compliance with
all  applicable  laws; the Company has paid all Taxes due and owing by it or any
subsidiary  (whether or not such Taxes are required to be shown on a Tax Return)
and has withheld and paid over to the appropriate  taxing  authorities all Taxes
which it is required to withhold  from  amounts  paid or owing to any  employee,
stockholder,  creditor or other third parties;  and since December 31, 1999, the
charges,  accruals and reserves for Taxes with respect to the Company (including
any provisions for deferred income taxes)  reflected on the books of the Company
are adequate to cover any Tax liabilities of the Company if its current tax year
were treated as ending on the date hereof.

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

                                       8

<PAGE>

                  The Company has not made an election  under ss.  341(f) of the
Internal Revenue Code. The Company is not liable for the Taxes of another person
that is not a subsidiary of the Company under (A) Treas.  Reg. ss.  1.1502-6 (or
comparable  provisions of state,  local or foreign law),  (B) as a transferee or
successor,  (C) by contract or indemnity or (D) otherwise.  The Company is not a
party to any tax sharing  agreement.  The Company has not made any payments,  is
not  obligated to make  payments  nor is it a party to an  agreement  that could
obligate it to make any payments that would not be deductible  under ss. 280G of
the Internal Revenue Code.

                  For purposes of this Section 3.1(o):

                  "IRS" means the United States Internal Revenue Service.
                   ---

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

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

                           (p)      CERTAIN FEES. Except as set forth on
                                    ------------
SCHEDULE 3.1(p) hereto,  no brokers,  finders or financial advisory fees or com-
---------------
missions will be payable  by the  Company or any  subsidiary  with  respect  to
the  transactions contemplated by this Agreement.

                           (q)      DISCLOSURE.  To the best of the Company's
                                    ----------
knowledge,  neither  this  Agreement  or the  Schedules  hereto  nor  any  other
documents,  certificates  or  instruments  furnished  to the  Purchaser by or on
behalf of the Company or any  subsidiary  in  connection  with the  transactions
contemplated by this Agreement  contains any untrue statement of a material fact
or omits to state a material fact necessary in order to make the statements made
herein or therein,  in the light of the circumstances under which they were made
herein or therein, not misleading.

                           (r)      OPERATION OF  BUSINESS. The Company and each
                                    ----------------------
of the  subsidiaries  owns or possesses  all patents,  trademarks,  service
marks,  trade names,  copyrights, licenses  and  authorizations  as set forth in
the SEC  Documents or on SCHEDULE 3.1(r) hereto, and all rights with respect to
                         ---------------
the foregoing, which are necessary for the conduct of its business as now  con-
ducted  without any conflict with the rights of others.

                           (s)      INSURANCE.  Except as disclosed in the SEC
                                    ---------
Documents or on Schedule  3.1(s)  hereto,  the Company  carries or will have the
benefit of insurance in such amounts and covering  such risks as is adequate for
the conduct of its business and the value of its  properties and as is customary
for companies engaging in similar businesses and similar industries.

                           (t)      BOOKS AND  RECORDS.  The  records  and docu-
                                    ------------------
ments  of the  Company  and its subsidiaries  accurately  reflect  in  all
material  respects  the  information relating to the

                                       9

<PAGE>

business of the Company and the  subsidiaries,  the location and  collection  of
their assets, and the nature of all transactions  giving rise to the obligations
or accounts receivable of the Company or any subsidiary.

                           (u)      MATERIAL  AGREEMENTS.  Except  as set  forth
                                    --------------------
in the SEC Documents,  or on SCHEDULE 3.1(u) hereto, neither the Company nor any
                             ---------------
subsidiary is a party to any written or oral  contract,  instrument,  agreement,
commitment,  obligation,  plan or arrangement, a copy of which would be required
to be filed with the SEC as an exhibit to a  registration  statement on Form S-1
or other applicable form (collectively, "Material Agreements") if the Company or
any subsidiary were  registering  securities under the Securities Act. Except as
set forth on Schedule  3.1(u),  the Company and each of its  subsidiaries has in
all material respects performed all the obligations  required to be performed by
them to date under the foregoing agreements,  have received no notice of default
and,  to the  best of the  Company's  knowledge  are not in  default  under  any
Material  Agreement  now in effect,  the result of which  could cause a Material
Adverse  Effect.  Except as set forth in the SEC  Documents,  no written or oral
contract, instrument, agreement, commitment,  obligation, plan or arrangement of
the Company or of any subsidiary  limits or shall limit the payment of dividends
on the Company's Common Stock.

                           (v)      TRANSACTIONS WITH AFFILIATES. Except as set
forth in the SEC Documents or on SCHEDULE  3.1(v)  hereto,  there are no loans,
                                 ----------------
leases,  agreements,  contracts,  royalty  agreements,  management  contracts or
arrangements or other continuing transactions exceeding $100,000 between (A) the
Company, any subsidiary or any of their respective customers or suppliers on the
one hand,  and (B) on the other  hand,  any  officer,  employee,  consultant  or
director of the Company, or any of its subsidiaries,  or any person owning 5% or
more of the capital stock of the Company or any  subsidiary or any member of the
immediate family of such officer, employee, consultant,  director or stockholder
or any  corporation  or  other  entity  controlled  by such  officer,  employee,
consultant, director or stockholder, or a member of the immediate family of such
officer, employee, consultant, director or stockholder.

                           (w)      SECURITIES LAWS. The Company has complied or
                                    ---------------
will comply with all applicable federal and state  securities laws in connection
with the offer,  issuance and sale of the Shares hereunder.  Neither the Company
nor anyone acting on its behalf, directly or indirectly, has or will sell, offer
to sell or solicit offers to buy the Shares or similar securities to, or solicit
offers with respect thereto from, or enter into any preliminary conversations or
negotiations relating thereto with, any person (other than the Purchaser), so as
to  bring  the  issuance  and  sale  of the  Shares  and/or  Warrant  under  the
registration  provisions of the Securities Act and applicable  state  securities
laws.  Neither the Company nor any of its  affiliates,  nor any person acting on
its or their behalf, has engaged in any form of general  solicitation or general
advertising  (within the meaning of  Regulation D under the  Securities  Act) in
connection with the offer or sale of the Shares.

                           (x)      EMPLOYEES.  Neither  the  Company  nor any
                                    ---------
subsidiary has any collective bargaining arrangements or agreements covering any
of its employees. Except as set forth in the SEC Documents or on SCHEDULE 3.1(x)
                                                                 ---------------
hereto,  neither the Company nor any  subsidiary is in breach of any  employment
contract, agreement regarding proprietary information, noncompetition agreement,
nonsolicitation  agreement,  confidentiality  agreement,  or any  other

                                       10

<PAGE>

similar contract or restrictive covenant,  relating to the right of any officer,
employee  or  consultant  to be  employed  or  engaged  by the  Company  or such
subsidiary.  Since the date of the December  31, 1999 Form  10-KSB,  no officer,
consultant or key employee of the Company or any subsidiary  whose  termination,
either  individually or in the aggregate,  could have a Material Adverse Effect,
has terminated or, to the knowledge of the Company, has any present intention of
terminating  his or  her  employment  or  engagement  with  the  Company  or any
subsidiary.

                           (y)      ABSENCE OF CERTAIN DEVELOPMENTS.  Except as
                                    -------------------------------
disclosed in SEC Documents or on SCHEDULE 3.1(y) hereto,  since the date of the
                                 ---------------
financial  statement  contained in the most  recently  filed Form 10-QSB or Form
10-KSB, whichever is most current, neither the Company nor any subsidiary has:

                                    (i)     issued any stock, bonds or other
corporate securities or any rights, options or warrants with respect thereto;

                                    (ii)    borrowed  any amount or  incurred
or become subject to any  liabilities  (absolute or  contingent)  except current
liabilities  incurred in the ordinary course of business which are comparable in
nature and amount to the current liabilities  incurred in the ordinary course of
business during the comparable  portion of its prior fiscal year, as adjusted to
reflect  the current  nature and volume of the  Company's  or such  subsidiary's
business;

                                    (iii)   discharged or satisfied any lien or
encumbrance or paid any obligation or liability (absolute or contingent),  other
than current liabilities paid in the ordinary course of business;

                                    (iv)    declared or made any payment or dis-
tribution of cash or other property to  stockholders  with respect to its stock,
or purchased or redeemed,  or made any agreements so to purchase or redeem,  any
shares of its capital stock;

                                    (v)     sold,  assigned or transferred any
other tangible  assets,  or canceled any debts or claims,  except in the ordi-
nary course of business;

                                    (vi)    sold, assigned or transferred any
patent  rights,  trademarks,  trade names,  copyrights,  trade  secrets or other
intangible assets or intellectual  property rights, or disclosed any proprietary
confidential  information  to any person  except to  customers  in the  ordinary
course of business or to the Purchaser or its representatives;

                                    (vii)   suffered any material  losses
(except for  anticipated  losses  consistent  with prior quarters) or waived any
rights of material value, whether or not in the ordinary course of business,  or
suffered the loss of any material amount of prospective business;

                                    (viii)  made any changes in employee compen-
sation except in the ordinary course of business and consistent with past prac-
tices;

                                    (ix)    made capital expenditures or commit-
ments therefor that aggregate in excess of $500,000;

                                       11

<PAGE>

                                    (x)     entered into any other material
transaction, whether or not in the ordinary course of business;

                                    (xi)    suffered any material damage, des-
truction or casualty loss, whether or not covered by insurance;

                                    (xii)   experienced any material  problems
with labor or management in connection  with the terms and conditions of their
employment; or

                                    (xiii)  effected  any two or more  events
of the  foregoing  kind  which in the aggregate would be material to the Company
or its subsidiaries.

                           (z)      GOVERNMENTAL  APPROVALS.  Except  as set
forth in the SEC  Documents  or on SCHEDULE  3.1(z)  hereto,  and except for the
                                   ----------------
filing of any notice  prior or  subsequent  to any  Settlement  Date that may be
required under  applicable  federal or state securities laws (which if required,
shall be filed  on a timely  basis),  including  the  filing  of a  registration
statement  or   post-effective   amendment   pursuant  to  this  Agreement,   no
authorization,  consent, approval, license, exemption of, filing or registration
with any court or governmental department,  commission, board, bureau, agency or
instrumentality,  domestic  or  foreign,  is or will  be  necessary  for,  or in
connection  with,  the  delivery of the Shares,  or for the  performance  by the
Company of its obligations under this Agreement.

                           (aa)     USE OF  PROCEEDS.  The  proceeds  from the
                                    ----------------
sale of the Shares  will be used by the  Company and its subsidiaries for
general corporate purposes.

                           (bb)    ACKNOWLEDGMENT REGARDING PURCHASER'S PURCHASE
                                   ---------------------------------------------
OF SHARES.  Company  acknowledges  and agrees that Purchaser  is acting  solely
---------
in the capacity of arm's length purchaser with respect to this Agreement and the
transactions  contemplated hereunder.  The Company further acknowledges that the
Purchaser  is not acting as a financial  advisor or fiduciary of the Company (or
in any similar  capacity)  with respect to this  Agreement and the  transactions
contemplated hereunder. The Company further represents to the Purchaser that the
Company's decision to enter into this Agreement has been based solely on (a) the
Purchaser's   representations  and  warranties  in  Section  3.2,  and  (b)  the
independent evaluation by the Company and its own representatives and counsel.

                           (cc)     BROKERS AND FINDERS  FEES.  Except as set
                                    -------------------------
forth on SCHEDULE  3.1(cc),  the Company does not owe any broker or finder any
         -----------------
fees in connection with the transactions contemplated under this Agreement.

                  Section 3.2.      REPRESENTATIONS AND WARRANTIES OF THE
                                    -------------------------------------
PURCHASER.  The Purchaser  hereby makes the  following  representations  and
---------
warranties to the Company:

                           (a)      ORGANIZATION  AND STANDING OF THE PURCHASER.
                                    --------------------------------------------
The Purchaser is a corporation duly  incorporated,  validly existing and in good
standing under the laws of the Cayman Islands.

                                       12

<PAGE>

                           (b)      AUTHORIZATION AND POWER. The Purchaser has
                                    -----------------------
the  requisite  power and  authority  to enter into and perform the  Transaction
Documents and to purchase the Shares being sold to it hereunder.  The execution,
delivery and  performance  of the  Transaction  Documents  by Purchaser  and the
consummation  by it of the  transactions  contemplated  hereby  have  been  duly
authorized by all necessary  corporate  action and at the Initial  Closing shall
constitute valid and binding  obligations of the Purchaser  enforceable  against
the Purchaser in accordance with their terms,  except as such enforceability may
be limited by applicable  bankruptcy,  insolvency,  reorganization,  moratorium,
liquidation,  conservatorship,  receivership  or similar  laws  relating  to, or
affecting  generally the  enforcement of,  creditors'  rights and remedies or by
other equitable principles of general application

                           (c)      NO CONFLICTS. The execution,  delivery and
                                    ------------
performance  of this  Agreement  and the  consummation  by the  Purchaser of the
transactions  contemplated  hereby  or  relating  hereto do not and will not (i)
result in a violation  of the  Purchaser's  charter  documents or bylaws or (ii)
conflict  with,  or constitute a default (or an event which with notice or lapse
of time or both would become a default)  under,  or give to others any rights of
termination, amendment, acceleration or cancellation of any agreement, indenture
or instrument to which the Purchaser is a party, or result in a violation of any
law,  rule,  or  regulation,  or any order,  judgment  or decree of any court or
governmental  agency  applicable to the Purchaser or its properties  (except for
such  conflicts,  defaults and violations as would not,  individually  or in the
aggregate,  have a Material  Adverse Effect on Purchaser).  The Purchaser is not
required to obtain any consent, authorization or order of, or make any filing or
registration with, any court or governmental  agency in order for it to execute,
deliver or perform any of its  obligations  under this  Agreement or to purchase
the Shares in accordance with the terms hereof.

                           (d)      FINANCIAL  RISKS. The Purchaser acknowledges
                                    ----------------
that it is able to bear the financial risks associated with an investment in the
Shares and that it has been given full access to such records of the Company and
the  subsidiaries  and to the officers of the Company and the subsidiaries as it
has deemed necessary or appropriate to conduct its due diligence  investigation.
The Purchaser is capable of evaluating  the risks and merits of an investment in
the  Shares  by virtue  of its  experience  as an  investor  and its  knowledge,
experience,  and  sophistication  in  financial  and  business  matters  and the
Purchaser is capable of bearing the entire loss of its investment in the Shares.

                           (e)      ACCREDITED  INVESTOR.  The  Purchaser is an
                                    --------------------
"accredited  investor" as defined in Rule  501(a)(8) of Regulation D promulgated
under the Securities Act.

                           (f)      GENERAL.  The  Purchaser  understands  that
                                    -------
the  Company  is relying  upon the truth and  accuracy  of the  representations,
warranties, agreements,  acknowledgments and understandings of the Purchaser set
forth herein in order to determine the  suitability  of the Purchaser to acquire
the Shares.

                                       13

<PAGE>

                                   ARTICLE IV

                                    COVENANTS

                  The Company covenants with the Purchaser as follows:

                  Section 4.1.      SECURITIES COMPLIANCE.
                                    ---------------------

                  If  applicable,  the  Company  shall  notify The Nasdaq  Stock
Market,  in  accordance  with its rules  and  regulations,  of the  transactions
contemplated  by this Agreement,  and shall take all other necessary  action and
proceedings  as may be  required  and  permitted  by  applicable  law,  rule and
regulation,  for the legal and valid  issuance  of the Shares and the Warrant to
the Purchaser or subsequent holders.

                  Section 4.2.      REGISTRATION AND LISTING.  The Company will
                                    ------------------------
cause its Common Stock to continue to be registered  under Sections 12(b) or
12(g) of the Exchange  Act,  will comply in all respects  with its reporting and
filing  obligations  under the Exchange Act,  will comply with all  requirements
related to any registration statement filed pursuant to this Agreement, and will
not take any  action  or file any  document  (whether  or not  permitted  by the
Securities  Act or the  Exchange  Act or the rules  promulgated  thereunder)  to
terminate or suspend such  registration or to terminate or suspend its reporting
and filing  obligations  under the Exchange  Act or  Securities  Act,  except as
permitted  herein.  The Company  will take all action  necessary to continue the
listing or trading of its Common Stock on the  Principal  Market and will comply
in all respects with the Company's reporting, filing and other obligations under
the bylaws or rules of the Principal Market and shall provide the Purchaser with
copies of any correspondence to or from such Principal Market which questions or
threatens  delisting of the Common  Stock,  within three (3) Trading Days of the
Company's  receipt  thereof,  until the  Purchaser  has  disposed  of all of the
Shares.

                  Section 4.3.      ESCROW  ARRANGEMENT.  The Company and the
                                    -------------------
Purchaser  shall enter into an escrow  arrangement with Epstein  Becker & Green,
P.C. (the "Escrow Agent") in the Form of EXHIBIT B hereto respecting payment
                                         ---------
against delivery of the Shares.

                  Section 4.4.      REGISTRATION RIGHTS AGREEMENT.  The Company
                                    -----------------------------
and the purchaser shall enter into the Registration Rights Agreement in the Form
of EXHIBIT A hereto.  Before the  Purchaser  shall be obligated to accept a Draw
Down request from the Company, the Company shall have caused a sufficient number
of shares of Common Stock to be  registered  to cover the Shares to be issued in
connection with such Draw Down.

                  Section 4.5.      ACCURACY OF REGISTRATION  STATEMENT. On each
                                    -----------------------------------
Settlement Date, the Registration Statement and the prospectus therein shall not
contain any untrue  statement  of a material  fact or omit to state any material
fact to be  required  to be stated  therein  or  necessary  in order to make the
statements therein not misleading in light of the circumstances under which they
were made;  and on such  Settlement  Date or date of filing of the  Registration
Statement and the prospectus  therein will not include any untrue statement of a
material  fact or omit to state a material  fact  necessary in order to make the
statements  therein,  in the light of the  circumstances

                                       14

<PAGE>

under which they were made, not misleading; PROVIDED, HOWEVER, the Company makes
                                            -----------------
no representations  or warranties as to the information  contained in or omitted
from the Registration  Statement and the prospectus therein in reliance upon and
in conformity  with the  information  furnished in writing to the Company by the
Purchaser  specifically  for  inclusion in the  Registration  Statement  and the
prospectus therein.

                  Section 4.6.      COMPLIANCE  WITH LAWS.  The Company shall
comply,  and cause each subsidiary to comply,  with all applicable laws,  rules,
regulations and orders,  noncompliance  with which could have a Material Adverse
Effect.

                  Section 4.7.      KEEPING OF RECORDS AND BOOKS OF ACCOUNT. The
                                    ---------------------------------------
Company shall keep and cause each subsidiary to keep adequate  records and books
of account,  in which  complete  entries  will be made in  accordance  with GAAP
consistently applied,  reflecting all financial  transactions of the Company and
its  subsidiaries,  and in which,  for each fiscal year, all proper reserves for
depreciation, depletion, obsolescence,  amortization, taxes, bad debts and other
purposes in connection with its business shall be made.

                  Section 4.8.      OTHER  AGREEMENTS.  The Company shall not
                                    -----------------
enter into any agreement  the terms of which such  agreement  would  restrict or
impair  the  ability  of the  Company  to  perform  its  obligations  under this
Agreement.

                  Section 4.9.      NOTICE OF CERTAIN  EVENTS  AFFECTING  REGIS-
                                    --------------------------------------------
TRATION;  SUSPENSION OF RIGHT TO REQUEST A DRAW DOWN. THE COMPANY WILL IMMEDI-
----------------------------------------------------
ATELY  NOTIFY THE PURCHASER IN WRITING AND OBTAIN AN  ACKNOWLEDGMENT  FROM
PURCHASER UPON THE  OCCURRENCE OF ANY OF THE FOLLOWING  EVENTS in respect of the
Registration  Statement  or related  prospectus  in respect of the  Shares:  (i)
receipt of any  request  for  additional  information  from the SEC or any other
federal or state  governmental  authority  during the period of effectiveness of
the Registration Statement the response to which would require any 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 the  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  Shares 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 the  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 the 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;  and (v) the Company's
reasonable  determination  that a  post-effective  amendment to the Registration
Statement would be  appropriate.  The Company shall not deliver to the Purchaser
any Draw Down Notice during the continuation of any of the foregoing events. The
Company shall promptly make  available to the Purchaser any such  supplements or
amendments to the related

                                       15

<PAGE>

prospectus,  at which time,  provided that the amendment is then effective,  the
Company may recommence the delivery of Draw Down Notices.

                  Section 4.10.     CONSOLIDATION; MERGER. The Company shall not
                                    ---------------------
at any time after the date  hereof,  effect any merger or  consolidation  of the
Company with or into, or a transfer of all or substantially all of the assets of
the Company to,  another entity (a  "Consolidation  Event") unless the resulting
successor or acquiring entity (if not the Company) assumes by written instrument
or by operation of law the obligation to deliver to the Purchaser such shares of
stock and/or securities as the Purchaser is entitled to receive pursuant to this
Agreement.

                  Section 4.11.     LIMITATION ON FUTURE FINANCING. The Company
                                    ------------------------------
agrees that,  except as set forth below,  it will not enter into any sale of its
Common Stock or  securities  convertible  into cash at a discount to the current
VWAP until the earlier of (i) 20 months from the  Effective  Date, or (ii) sixty
(60)  days  after  the  entire  Commitment  Amount  has  been  purchased  by the
Purchaser. The foregoing shall not prevent or limit the Company from engaging in
any sale of securities (i) in a registered  public offering by the Company which
is underwritten by one or more  established  investment  banks (not including an
equity line type of financing), (ii) in one or more private placements where the
purchasers  do not have  registration  rights,  (iii)  pursuant to any presently
existing or future  employee  benefit plan which plan has been or is approved by
the  Company's  stockholders,   (iv)  pursuant  to  any  compensatory  plan  for
directors,  officers,  employees or key  consultants,  (v) in connection  with a
strategic  partnership or other business  transaction,  the principal purpose of
which is not simply to raise money,  or (vi) to which  Purchaser gives its prior
written  consent,  which  it  shall  not  unreasonably  withhold.  Further,  the
Purchaser shall have a right of first refusal, to elect to participate,  in such
subsequent  transaction  in the case of (i), (ii) and (vi) above.  Such right of
first refusal must be exercised in writing and delivered pursuant to Section 9.4
hereof within seven (7) Trading Days of the Purchaser's receipt of notice of the
proposed terms of such financing.

                  The Purchaser covenants with the Company as follows:

                  Section  4.12.    COMPLIANCE  WITH LAW.  The  Purchaser agrees
that its trading activities with respect to shares of the Company's Common Stock
will be in compliance  with all applicable  state and federal  securities  laws,
rules and regulations and rules and regulations of the Principal Market on which
the Company's  Common Stock is listed.  Without  limiting the  generality of the
foregoing,  the  Purchaser  agrees  that it will,  whenever  required by federal
securities laws, deliver the prospectus  included in the Registration  Statement
to any purchaser of Shares from the Purchaser.

                                   ARTICLE V

                  CONDITIONS TO INITIAL CLOSING AND DRAW DOWNS

                  Section 5.1.      CONDITIONS PRECEDENT TO THE OBLIGATION OF
                                    -----------------------------------------
THE COMPANY TO CLOSE OR SELL THE SHARES.  The  obligation  hereunder  of the
---------------------------------------
Company to proceed to close this  Agreement  and to issue and sell the Shares to
the Purchaser is subject to the satisfaction or waiver, at or

                                       16

<PAGE>

before  the  Initial  Closing,  and as of  each  Settlement  Date of each of the
conditions set forth below.  These conditions are for the Company's sole benefit
and may be waived by the Company at any time in its sole discretion.

                           (a)      ACCURACY  OF  THE   PURCHASER'S  REPRESENTA-
                                    --------------------------------------------
TIONS   AND   WARRANTIES.   The representations and warranties of the Purchaser
------------------------
shall be true and correct in all material  respects as of the date when made and
as of the Initial  Closing and as of each Settlement Date as though made at that
time,  except for  representations  and warranties that speak as of a particular
date.

                           (b)      PERFORMANCE BY THE PURCHASER. The Purchaser
                                    ----------------------------
shall have performed,  satisfied and complied in all material  respects with all
material  covenants,  agreements and conditions required by this Agreement to be
performed,  satisfied  or  complied  with by the  Purchaser  at or  prior to the
Initial Closing and as of each Settlement Date.

                           (c)      NO INJUNCTION. No statute, rule, regulation,
                                    -------------
executive order, decree, ruling or injunction shall have been enacted,  entered,
promulgated  or endorsed by any court or  governmental  authority  of  competent
jurisdiction  which  prohibits  the  consummation  of any  of  the  transactions
contemplated by this Agreement.

                  Section 5.2.      CONDITIONS PRECEDENT TO THE OBLIGATION OF
                                    -----------------------------------------
THE PURCHASER TO CLOSE. The obligation hereunder of the Purchaser to perform its
----------------------
obligations  under this  Agreement  and to purchase the Shares is subject to the
satisfaction  or  waiver,  at or  before  the  Initial  Closing,  of each of the
conditions  set forth  below.  These  conditions  are for the  Purchaser's  sole
benefit and may be waived by the Purchaser at any time in its sole discretion.

                           (a)      ACCURACY  OF THE  COMPANY'S  REPRESENTATIONS
                                    --------------------------------------------
AND  WARRANTIES.  Each of the representations  and  warranties of the Company
---------------
shall be true and correct in all material  respects as of the date when made and
as  of  the  Initial   Closing  as  though   made  at  that  time   (except  for
representations and warranties that speak as of a particular date).

                           (b)      PERFORMANCE BY THE COMPANY. The Company
                                    --------------------------
shall have performed, satisfied and complied in all respects with all covenants,
agreements and conditions required by this Agreement to be performed,  satisfied
or complied with by the Company at or prior to the Initial Closing.

                           (c)      NO INJUNCTION. No statute, rule, regulation,
                                    -------------
executive order, decree, ruling or injunction shall have been enacted,  entered,
promulgated  or endorsed by any court or  governmental  authority  of  competent
jurisdiction  which  prohibits  the  consummation  of any  of  the  transactions
contemplated by this Agreement.

                           (d)      NO PROCEEDINGS  OR  LITIGATION.  No action,
                                    ------------------------------
suit or proceeding  before any arbitrator or any  governmental  authority  shall
have been commenced,  and no investigation  by any governmental  authority shall
have been threatened, against the Purchaser or the Company or any subsidiary, or
any of the officers,  directors or  affiliates of the Company or any  subsidiary
seeking to restrain,  prevent or change the  transactions  contemplated  by this
Agreement, or seeking damages in connection with such transactions.

                                       17

<PAGE>

                           (e)      OPINION OF COUNSEL,  ETC. At the Initial
                                    ------------------------
Closing,  the  Purchaser  shall have  received an opinion of counsel to the
Company, dated as of the Initial Closing Date, in the form of EXHIBIT C hereto.

                           (f)      WARRANT.  On the  Initial  Closing  Date,
                                    -------
the Company shall issue to the Purchaser a warrant certificate to purchase up to
a number of shares of Common  Stock equal to  $500,000  divided by the VWAP (the
"Base  Price")  of the  Common  Stock  during  the  fifteen  (15)  Trading  Days
immediately prior to the Initial Closing Date (the "Warrant"). The Warrant shall
have a term from its initial  date of exercise of three (3) years.  The exercise
price  of the  Warrant  shall  be 110%  of the  Base  Price.  The  Common  Stock
underlying the Warrant will be registered in the Registration Statement referred
to in Section 4.3 hereof. The Warrant shall be in the form of EXHIBIT E hereto.

                  Section 5.3.      CONDITIONS PRECEDENT TO THE OBLIGATION OF
THE PURCHASER TO ACCEPT A DRAW DOWN AND PURCHASE THE SHARES. The obligation
hereunder of the Purchaser to accept a Draw Down request  and to acquire and pay
for the Shares is subject to the  satisfaction at or before each  Settlement
Date, of each of the conditions set forth below.

                           (a)      SATISFACTION  OF  CONDITIONS  TO  INITIAL
                                    -----------------------------------------
CLOSING.  The Company shall have  satisfied,  or the Purchaser shall have waived
-------
at the Initial Closing, the conditions set forth in Section 5.2 hereof

                           (b)      EFFECTIVE  REGISTRATION  STATEMENT.  The
                                    ----------------------------------
Registration Statement registering the Shares shall have been declared effective
by the SEC and shall remain effective on each Settlement Date.

                           (c)      NO SUSPENSION.  Trading in the  Company's
                                    -------------
Common Stock shall not have been  suspended by the SEC or the  Principal  Market
(except  for any  suspension  of trading of  limited  duration  agreed to by the
Company, which suspension shall be terminated prior to the delivery of each Draw
Down  Notice),  and,  at any time  prior to such Draw Down  Notice,  trading  in
securities  generally  as reported on the  Principal  Market shall not have been
suspended  or limited,  or minimum  prices  shall not have been  established  on
securities  whose trades are reported on the Principal Market unless the general
suspension or  limitation  shall have been  terminated  prior to the delivery of
such Draw Down Notice.

                           (d)      MATERIAL ADVERSE EFFECT.  No Material
                                    -----------------------
Adverse Effect and no Consolidation  Event where the successor entity has not
agreed to perform the Company's obligations under this Agreement shall have
occurred.

                           (e)      OPINION OF  COUNSEL.  The  Purchaser  shall
                                    -------------------
have received a  "down-to-date"  letter from the Company's  counsel,  confirming
that there is no change from the counsel's previously delivered opinion, or else
specifying with particularity the reason for any change and an opinion as to the
additional items specified in EXHIBIT C hereto.

                                       18

<PAGE>

                                   ARTICLE VI

                                 DRAW DOWN TERMS

                  Section 6.1.      DRAW DOWN TERMS. Subject to the satisfaction
                                    ---------------
of the conditions set forth in this  Agreement,  the parties agree as follows:

                           (a)      The Company, may, in its sole discretion,
issue and  exercise a draw down (a "Draw  Down")  during each Draw Down  Pricing
Period,  which Draw Down the Purchaser  will be obligated to accept for a period
of 20 months  commencing  immediately  after the Effective Date (the "Commitment
Period").

                           (b)      Only one Draw Down shall be allowed in each
Draw Down Pricing Period.  There shall be at least five (5) Trading Days between
Draw Down Pricing Periods. The number of shares of Common Stock purchased by the
Purchaser  with  respect to each Draw Down shall be  determined  as set forth in
Section 6.1(d) herein and settled on, (i) as to the 1st through the 11th Trading
Days after a Draw Down Pricing Period commences (the "First Settlement Period"),
on the 13th Trading Day after a Draw Down Pricing  Period  commences and (ii) as
to the 12th  through  the 22nd  Trading  Days after a Draw Down  Pricing  Period
commences (the "Second  Settlement  Period"),  the 24th Trading Day after a Draw
Down  Pricing  Period.  (each,  a  "Settlement  Date" and the  First and  Second
Settlement  Periods  collectively  referred  to  as  "Settlement  Periods").  In
connection with each Draw Down Pricing Period, the Company may set the Threshold
Price in the Draw Down Notice.

                           (c)      The  minimum  Investment Amount for any Draw
Down shall be $50,000  and the  maximum  Investment  Amount as to each Draw Down
shall be the lesser of (i)  $500,000,  and (ii) 4.5% of the average of the VWAPs
for the Common Stock for the sixty (60) calendar day period immediately prior to
the applicable Commencement Date (defined below) multiplied by the total trading
volume in  respect of the Common  Stock for the sixty (60)  calendar  day period
immediately prior to such Commencement Date.

                           (d)      The number of Shares of Common Stock to be
issued on each  Settlement  Date shall be a number of shares equal to the sum of
the quotients (for each trading day within the Settlement  Period) of (x) 1/22nd
of the  Investment  Amount and (y) the Purchase Price on each Trading Day within
the Settlement Period, subject to the following adjustments:

                                    (i)   if the VWAP on a given  Trading Day is
less than the Threshold  Price,  then the Investment  Amount will be reduced by
1/22nd and that day shall be withdrawn from the Settlement Period; and

                                    (ii)  trading of the Common Stock on the
Principal  Market is suspended for more than three (3) hours, in the aggregate,
on any Trading Day during the Settlement Period,  the Investment  Amount shall
be reduced by 1/22nd and that day shall be withdrawn from the applicable Settle-
ment Period.

                                       19

<PAGE>

                           (e)      The Company must inform the Purchaser by
delivering a draw down  notice,  in the form of EXHIBIT D hereto (the "Draw Down
Notice"),  via facsimile  transmission  in accordance with Section 9.4 as to the
amount  of the Draw  Down  (the  "Investment  Amount")  the  Company  wishes  to
exercise,   before  the  first  day  of  the  Draw  Down  Pricing   Period  (the
"Commencement  Date").  If the  Commencement  Date is to be the date of the Draw
Down Notice,  the Draw Down Notice must be delivered to and receipt confirmed by
the  Purchaser at least one hour before  trading  commences on such date.  At no
time shall the Purchaser be required to purchase more than the maximum Draw Down
amount for a given Draw Down Pricing  Period so that if the Company  chooses not
to exercise the maximum  permitted Draw Down in a given Draw Down Pricing Period
the Purchaser is not obligated to and shall not purchase more than the scheduled
maximum amount in a subsequent Draw Down Pricing Period.

                           (f)      On or before each  Settlement  Date,  the
Shares  purchased by the Purchaser  shall be delivered to The  Depository  Trust
Company  ("DTC")  account of the  Purchaser  or its  designees  via the  Deposit
Withdrawal Agent Commission  ("DWAC") system upon receipt by the Escrow Agent of
payment for the Draw Down Shares into the Escrow  Agent's  master escrow account
as provided in the Escrow  Agreement.  The Escrow Agent shall be directed to pay
the purchase price to the Company,  net of Seven Hundred Fifty Dollars ($750) as
escrow  expenses to the Escrow Agent and any additional fees as set forth in the
Escrow Agreement. The delivery of the Shares into the Purchaser's DTC account in
exchange for payment therefor shall be referred to herein as "Settlement".

                                  ARTICLE VII

                                   TERMINATION

                  Section 7.1.      TERM. The term of this  Agreement  shall
                                    ----
begin on the date hereof and shall end twenty (20) months from the Effective
Date or as otherwise set forth in Section 7.2.

                  Section 7.2.      OTHER TERMINATION.
                                    -----------------

                           (a)      The Purchaser may terminate this Agreement
upon one (1)  Trading  Day's  notice  if (i) an event  resulting  in a  Material
Adverse Effect has occurred and has not been cured for a period of 60 days, (ii)
the Common Stock is de-listed from the Principal  Market unless such  de-listing
is in  connection  with the listing of the Common  Stock on the Nasdaq  National
Market,  Nasdaq  SmallCap  Market,  the American  Stock Exchange or the New York
Stock  Exchange,  or (iii) the Company files for protection from creditors under
any applicable law.

                           (b)      The Company may terminate  this  Agreement
upon one (1) Trading Day's notice if the Purchaser  shall fail to fund more than
one  properly  noticed  Draw Down within  three (3) Trading Days of a Settlement
Date.

                                       20

<PAGE>

                  Section 7.3.      EFFECT OF  TERMINATION.  In the event of
                                    ----------------------
termination  by the  Company or the  Purchaser,  written  notice  thereof  shall
forthwith be given to the other party and the transactions  contemplated by this
Agreement  shall be terminated  without  further action by either party. If this
Agreement is terminated as provided in Section 7.1 or 7.2 herein, this Agreement
shall  become void and of no further  force and effect,  except for Sections 9.1
and 9.2, and Article VIII herein. Nothing in this Section 7.3 shall be deemed to
release the Company or the  Purchaser  from any  liability  for any breach under
this  Agreement,  or to impair the rights of the  Company  or the  Purchaser  to
compel  specific  performance by the other party of its  obligations  under this
Agreement.


                                  ARTICLE VIII

                                 INDEMNIFICATION

                  Section 8.1.      GENERAL INDEMNITY.
                                    -----------------

                           (a)      The Company  agrees to indemnify and hold
harmless  the  Purchaser  (and  its  directors,  officers,  affiliates,  agents,
successors  and  assigns)  from and  against  any and all  losses,  liabilities,
deficiencies,  costs,  damages  and  expenses  (including,  without  limitation,
reasonable attorneys' fees, charges and disbursements) incurred by the Purchaser
as a result of any inaccuracy in or breach of the representations, warranties or
covenants made by the Company herein.  Notwithstanding  anything to the contrary
herein,  the Company shall be liable under this Section 8.1 for only that amount
as does not exceed the gross  proceeds to the Company as a result of the sale of
the Shares.

                           (b)      The  Purchaser agrees to indemnify  and hold
harmless the Company and its directors, officers, affiliates, agents, successors
and assigns  from and against  any and all  losses,  liabilities,  deficiencies,
costs,   damages  and  expenses  (including,   without  limitation,   reasonable
attorneys' fees, charges and disbursements) incurred by the Company as result of
any  material  inaccuracy  in or breach of the  representations,  warranties  or
covenants made by the Purchaser herein. Notwithstanding anything to the contrary
herein,  the  Purchaser  shall be liable  under this  Section  8.1 for only that
amount as does not exceed the net  proceeds to the  Purchaser as a result of the
sale of the Shares.

                  Section 8.2.     INDEMNIFICATION PROCEDURE. Any party entitled
                                   --------------------------
to  indemnification  under this Article VIII (an "Indemnified  Party") will give
written notice to the  indemnifying  party of any matters giving rise to a claim
for  indemnification;  provided,  that the  failure  of any  party  entitled  to
indemnification  hereunder  to give notice as provided  herein shall not relieve
the indemnifying  party of its obligations under this Article VIII except to the
extent that the  indemnifying  party is actually  prejudiced  by such failure to
give  notice.  In case any  action,  proceeding  or claim is brought  against an
Indemnified Party in respect of which  indemnification is sought hereunder,  the
indemnifying  party  shall be  entitled  to  participate  in and,  unless in the
reasonable  judgment of counsel to the Indemnified  Party a conflict of interest
between it and the  indemnifying  party may exist with  respect of such  action,
proceeding  or claim,  to assume the defense  thereof  with  counsel  reasonably
satisfactory to the Indemnified  Party. In the event that

                                       21

<PAGE>

the indemnifying  party advises an Indemnified Party that it will contest such a
claim for  indemnification  hereunder,  or  fails,  within  thirty  (30) days of
receipt of any indemnification  notice to notify, in writing, such person of its
election to defend,  settle or  compromise,  at its sole cost and  expense,  any
action,  proceeding or claim (or  discontinues  its defense at any time after it
commences such defense),  then the Indemnified Party may, at its option, defend,
settle or otherwise compromise or pay such action or claim. In any event, unless
and until the indemnifying  party elects in writing to assume and does so assume
the defense of any such claim,  proceeding or action,  the  Indemnified  Party's
costs (including  reasonable  attorneys' fees,  charges and  disbursements)  and
expenses  arising  out of the  defense,  settlement  or  compromise  of any such
action,   claim  or  proceeding  shall  be  losses  subject  to  indemnification
hereunder.  The Indemnified  Party shall  cooperate fully with the  indemnifying
party in  connection  with any  settlement  negotiations  or defense of any such
action or claim by the indemnifying  party and shall furnish to the indemnifying
party all  information  reasonably  available to the  Indemnified  Party,  which
relates  to such  action  or  claim.  The  indemnifying  party  shall  keep  the
Indemnified Party fully apprised at all times as to the status of the defense or
any settlement  negotiations  with respect thereto.  If the  indemnifying  party
elects to defend any such action or claim,  then the Indemnified  Party shall be
entitled to  participate  in such defense with counsel of its choice at its sole
cost and expense.  The indemnifying party shall not be liable for any settlement
of any action,  claim or proceeding  effected without its prior written consent.
Notwithstanding  anything in this Article VIII to the contrary, the indemnifying
party shall not, without the Indemnified  Party's prior written consent,  settle
or compromise  any claim or consent to entry of any judgment in respect  thereof
which imposes any future  obligation on the Indemnified  Party or which does not
include,  as an  unconditional  term thereof,  the giving by the claimant or the
plaintiff to the Indemnified Party of a release from all liability in respect of
such claim. The  indemnification  required by this Article VIII shall be made by
periodic  payments of the amount thereof during the course of  investigation  or
defense, as and when bills are received or expense, loss, damage or liability is
incurred,  within  ten  (10)  Trading  Days of  written  notice  thereof  to the
indemnifying party so long as the Indemnified Party irrevocably agrees to refund
such  moneys,  with  interest,  if it is  ultimately  determined  by a court  of
competent jurisdiction that such party was not entitled to indemnification.  The
indemnity  agreements  contained herein shall be in addition to (a) any cause of
action or similar rights of the Indemnified Party against the indemnifying party
or  others,  and (b) any  liabilities  to which  the  indemnifying  party may be
subject.


                                   ARTICLE IX

                                  MISCELLANEOUS

                  Section 9.1.      FEES AND EXPENSES.  Each of the parties to
                                    -----------------
this Agreement shall pay its own fees and expenses  related to the  transactions
contemplated  by this  Agreement;  except  that,  the Company  shall pay, at the
Initial Closing,  the fees and expenses  incurred by the Purchaser in connection
with the preparation,  negotiation, execution and delivery of this Agreement and
the  transactions  contemplated  hereunder,  as further  set forth in the Escrow
Agreement.  In addition,  the Company shall pay all reasonable fees and expenses
incurred  by  the  Purchaser  in  connection  with  any  subsequent  amendments,
modifications  or  waivers  of  this  Agreement,  the  Escrow  Agreement  or the
Registration  Rights Agreement or incurred in

                                       22

<PAGE>

connection with the enforcement of this Agreement,  the Escrow Agreement and the
Registration Rights Agreement,  including,  without  limitation,  all reasonable
attorneys'  fees and  expenses if such  subsequent  amendment,  modification  or
waiver is at the  request of the  Company.  The  Company  shall pay all stamp or
other similar taxes and duties levied in connection  with issuance of the Shares
pursuant hereto.

                  Section 9.2.      SPECIFIC ENFORCEMENT. The Company and the
                                    --------------------
Purchaser acknowledge and agree that irreparable damage would occur in the event
that any of the  provisions of this  Agreement  were not performed in accordance
with their specific terms or were otherwise  breached.  It is accordingly agreed
that the parties shall be entitled to an injunction or injunctions to prevent or
cure breaches of the  provisions of this  Agreement and to enforce  specifically
the terms and provisions hereof or thereof,  this being in addition to any other
remedy to which any of them may be entitled by law or equity.

                  Section 9.3.      ENTIRE AGREEMENT; AMENDMENT. The Transaction
                                    ---------------------------
Documents  contain the entire  understanding  of the parties with respect to the
matters covered in the Transaction Documents. No provision of this Agreement may
be waived or  amended  other  than by a written  instrument  signed by the party
against  whom  enforcement  of any such  amendment  or waiver  is sought  and no
condition  to closing any Draw Down in favor of the  Purchaser  may be waived by
the Purchaser.

                  Section 9.4.      NOTICES. Any notice, demand, request, waiver
                                    -------
or other  communication  required or permitted to be given hereunder shall be in
writing  and shall be  effective  (a) upon hand  delivery  or  facsimile  at the
address or number designated below (if delivered on a business day during normal
business  hours where such notice is to be received),  or the first business day
following such delivery (if delivered other than on a business day during normal
business  hours  where  such  notice  is to be  received)  or (b) on the  second
business day following  the date of mailing by express  courier  service,  fully
prepaid,  addressed to such  address,  or upon actual  receipt of such  mailing,
whichever shall first occur. The addresses for such communications shall be:

If to the Company:              10900 N.E. 8th Street
                                Bellevue, Washington 98004
                                Attn:  President
                                Tel: (425) 462-6210
                                Fax: (425) 462 6211

With copies to:                 Davis Wright Tremaine LLP
(which shall not constitute     1501 4th Avenue, Suite 2600
notice)                         Seattle, WA 98101
                                Attn: Eugenie D. Mansfield
                                Tel:  (206) 628-7719
                                Fax:  (206) 628-7699

If to Purchaser:                c/o International Management Services (IMS) Ltd.
                                P.O. Box 61

                                       23

<PAGE>


                                George Town
                                Cayman Islands, West Indies
                                Attn: Ian Goodall
                                Tel:  (345) 949-4244
                                Fax:  (345) 949-8635

with copies to:                 Epstein Becker & Green P.C.
(which shall not constitute     250 Park Avenue
notice)                         New York, NY  10177-1211
                                Tel:  (212) 351-3771
                                Fax:  (212) 661-0989
                                Attn:  Robert F. Charron

                  Any party  hereto may from time to time change its address for
notices by giving  written  notice of such  changed  address to the other  party
hereto in accordance  herewith.

                  Section 9.5.      WAIVERS. No waiver by either party of any
                                    -------
default  with  respect  to any  provision,  condition  or  requirement  of  this
Agreement shall be deemed to be a continuing waiver in the future or a waiver of
any other provisions,  condition or requirement  hereof,  nor shall any delay or
omission of any party to exercise any right  hereunder in any manner  impair the
exercise of any such right accruing to it thereafter.

                  Section 9.6.      HEADINGS.  The article,  section and  sub-
                                    --------
section  headings  in this  Agreement  are for  convenience  only and  shall not
constitute  a part of this  Agreement  for any  other  purpose  and shall not be
deemed to limit or affect any of the provisions hereof.

                  Section 9.7.      SUCCESSORS AND ASSIGNS.  This Agreement
                                    ----------------------
shall be  binding  upon and  inure  to the  benefit  of the  parties  and  their
successors  and assigns.  The parties hereto may not amend this Agreement or any
rights or obligations hereunder without the prior written consent of the Company
and each Purchaser to be affected by the amendment.  After Initial Closing,  the
assignment by a party to this Agreement of any rights hereunder shall not affect
the obligations of such party under this Agreement.

                  Section  9.8.     NO THIRD PARTY  BENEFICIARIES.This Agreement
                                    -----------------------------
is intended for the benefit of the parties hereto and their respective permitted
successors  and assigns  and is not for the  benefit  of, nor may any  provision
hereof be enforced by, any other person.

                  Section 9.9.      GOVERNING LAW/ARBITRATION.  This Agreement
                                    -------------------------
shall be governed by and construed in  accordance  with the internal laws of the
State of New York,  without giving effect to the choice of law  provisions.  Any
dispute under this Agreement or any Exhibit  attached  hereto shall be submitted
to arbitration  under the American  Arbitration  Association  (the "AAA") in New
York City,  New York,  and shall be finally and  conclusively  determined by the
decision of a board of arbitration  consisting of three (3) members (hereinafter
referred to as the "Board of

                                       24

<PAGE>

Arbitration") selected as according to the rules governing the AAA. The Board of
Arbitration shall meet on consecutive  business days in New York City, New York,
and shall reach and render a decision in writing  (concurred in by a majority of
the members of the Board of  Arbitration)  with  respect to the amount,  if any,
which the losing  party is  required  to pay to the other  party in respect of a
claim  filed.  In  connection  with  rendering  its  decisions,   the  Board  of
Arbitration  shall  adopt and follow  the laws of the State of New York.  To the
extent  practical,  decisions of the Board of  Arbitration  shall be rendered no
more than thirty (30) calendar days following  commencement of proceedings  with
respect thereto. The Board of Arbitration shall cause its written decision to be
delivered to all parties involved in the dispute. The Board of Arbitration shall
be  authorized  and is  directed to enter a default  judgment  against any party
refusing to participate in the arbitration  proceeding within thirty days of any
deadline for such  participation.  Any decision made by the Board of Arbitration
(either  prior to or after the  expiration  of such  thirty  (30)  calendar  day
period)  shall be final,  binding and  conclusive on the parties to the dispute,
and entitled to be enforced to the fullest  extent  permitted by law and entered
in any court of competent jurisdiction. The substantially prevailing party shall
be awarded its costs,  including  attorneys' fees, from the non-prevailing party
as part of the  arbitration  award.  Any  party  shall  have  the  right to seek
injunctive  relief from any court of  competent  jurisdiction  in any case where
such relief is available.  The prevailing party in such injunctive  action shall
be  awarded  its  costs,   including   reasonable   attorney's  fees,  from  the
non-prevailing party. Section 9.10. COUNTERPARTS. This Agreement may be executed
in any number of counterparts,  all of which taken together shall constitute one
and the same instrument and shall become effective when  counterparts  have been
signed  by each  party  and  delivered  to the other  parties  hereto,  it being
understood that all parties need not sign the same counterpart. Execution may be
made by delivery by facsimile.

                  Section 9.11.     PUBLICITY.  Neither the Company nor the Pur-
                                    ---------
chaser shall issue any press release or otherwise  make any public  statement or
announcement  with respect to this  Agreement or the  transactions  contemplated
hereby or the  existence  of this  Agreement.  After the  Initial  Closing,  the
Company  may issue a press  release  or  otherwise  make a public  statement  or
announcement  with respect to this  Agreement or the  transactions  contemplated
hereby or the  existence of this  Agreement;  provided,  however,  that prior to
issuing  any  such  press   release,   making  any  such  public   statement  or
announcement,  the Company  obtains the prior  consent of the  Purchaser,  which
consent shall not be unreasonably withheld or delayed.

                  Section 9.12.     SEVERABILITY.  The provisions of this Agree-
                                    ------------
ment are severable  and, in the event that The Board of Arbitration or any court
or officials of any regulatory agency of competent  jurisdiction shall determine
that any one or more of the  provisions or part of the  provisions  contained in
this  Agreement  shall,  for  any  reason,  be held to be  invalid,  illegal  or
unenforceable in any respect,  such invalidity,  illegality or  unenforceability
shall not affect any other  provision or part of a provision  of this  Agreement
and this Agreement shall be reformed and construed as if such invalid or illegal
or unenforceable  provision, or part of such provision, had never been contained
herein,  so that such  provisions  would be valid,  legal and enforceable to the
maximum  extent  possible,  so long as such  construction  does  not  materially
adversely effect the economic rights of either party hereto.

                                       25

<PAGE>

                  Section 9.13.     FURTHER ASSURANCES.  From and after the date
                                    ------------------
of this Agreement, upon the request of the Purchaser or the Company, each of the
Company and the Purchaser shall execute and deliver such instruments,  documents
and other  writings as may be  reasonably  necessary or desirable to confirm and
carry out and to effectuate fully the intent and purposes of this Agreement.

                  Section 9.14.     EFFECTIVENESS  OF  AGREEMENT. This Agreement
                                    ----------------------------
shall  become  effective  only upon  satisfaction  of the  conditions precedent
to the Initial Closing set forth in Article I of the Escrow Agreement.


                            [SIGNATURE PAGE FOLLOWS]



                                       26

<PAGE>



                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be duly executed by their respective  authorize  officer as of this
4th day of January, 2001.

                                    ABSOLUTEFUTURE.COM



                                    By:  /s/ GRAHAM ANDREWS
                                         -----------------------------------
                                             Graham Andrews, President & CEO


                                    NORTHWIND ASSOCIATES, INC.



                                    By: /s/  IAN GOODALL
                                        ----------------------------------------
                                        Name:       Ian Goodall
                                        Title:      Authorized Signatory
                                                    11th January 2001