EXHIBIT 10.6

                         EQUITY LINE OF CREDIT AGREEMENT


     AGREEMENT  dated  as  of  the  10th  day of January 2001, (the "Agreement")
between    Cornell  Capital  Partners,  (the  "Investor") and Forefront Inc.,  a
corporation  organized and existing under the laws of the State of Florida  (the
"Company").

     WHEREAS,  the  parties  desire  that,  upon  the  terms  and subject to the
conditions  contained  herein, the Company shall issue and sell to the Investor,
from  time to time as provided herein, and the Investor shall purchase up to Ten
Million($10,000,000) Dollars of the Company's common stock, par value $0.001 per
share  (the  "Common  Stock"),  for  a  total  purchase  price  of  Ten  Million
($10,000,000)  Dollars;  and

     WHEREAS,  such  investments will be made in reliance upon the provisions of
Regulation D ("Regulation D") of the Securities Act of 1933, as amended, and the
regulations  promulgated  there  under  (the "Securities Act"), and or upon such
other  exemption from the registration requirements of the Securities Act as may
be available with respect to any or all of the investments to be made hereunder;
and

     NOW,  THEREFORE,  the  parties  hereto  agree  as  follows:

                                    ARTICLE I
                               CERTAIN DEFINITIONS

     Section  1.1     "Advance"  shall mean the portion of the Commitment Amount
requested  by  the  Company  in  the  Advance  Notice.

     Section  1.2     "Advance  Notice  Date"  shall  mean each date the Company
delivers  to  the  Investor  an Advance Notice requiring the Investor to advance
funds to the Company, subject to the terms of this Agreement.  No Advance Notice
Date  shall be less than twelve (12) Trading Days after the prior Advance Notice
Date.

     Section  1.3     "Advance  Date"  shall  mean  the  date  Butler  Gonzalez
LLP/First Union  Escrow Account is in receipt of the funds from the Investor and
Butler Gonzalez LLP, as the  Placement Agent's Counsel, is in possession of free


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trading  shares from the Company and therefore an Advance by the Investor to the
Company  can be made and Butler Gonzalez LLP can release the free trading shares
to  the  Investor.  No  Advance Date shall be less than eleven (11) Trading Days
after  an  Advance  Notice Date.  No Advance Date shall be less than twenty four
(24)  Trading  Days  after  a  previous  Advance  Date.

     Section  1.4     "Advance  Notice"  shall  mean  a  written  notice  to the
Investor  setting  forth  the  Advance amount that the Company requests from the
Investor  and  the  Advance  Date,

     Section  1.5     "Average  Daily  Volume" shall be computed using the forty
(40)  trading  days  prior  to  the  Advance  Date.

     Section  1.6     "Bid Price" shall mean, on any date, the closing bid price
(as  reported  by Bloomberg L.P.) of the Common Stock on the Principal Market or
if  the  Common  Stock is not traded on a Principal Market, the highest reported
bid  price  for  the  Common  Stock, as furnished by the National Association of
Securities  Dealers,  Inc.

     Section  1.7     "Closing" shall mean one of the closings of a purchase and
sale  of  Common  Stock  pursuant  to  Section  2.1.

     Section  1.8     "Commitment  Amount" shall mean the aggregate amount of up
to  $10,000,000 which the Investor has agreed to provide to the Company in order
to  purchase  the Company's Common Stock pursuant to the terms and conditions of
this  Agreement.

     Section 1.9     "Commitment Period" shall mean the period commencing on the
earlier  to  occur  of  (i) the Effective Date, or (ii) such earlier date as the
Company  and  the  Investor  may  mutually agree in writing, and expiring on the
earliest  to occur of (x) the date on which the Investor shall have made payment
of  Advances  pursuant to this Agreement in the aggregate amount of $10,000,000,
(y)  the  date  this Agreement is terminated pursuant to Section 2.6, or (z) the
date  occurring  thirty  (30)  months  from  the  Effective  Date.

     Section  1.10     "Common Stock" shall mean the Company's common stock, par
value  $0.001  per  share.

     Section  1.11     "Condition  Satisfaction Date" shall have the meaning set
forth  in  Section  7.2.

     Section  1.12     "Damages"  shall mean any loss, claim, damage, liability,
costs  and  expenses  (including, without limitation, reasonable attorney's fees
and disbursements and costs and expenses of expert witnesses and investigation).

     Section  1.13     "Effective  Date"  shall  mean  the date on which the SEC
first  declares effective a Registration Statement registering the resale of the
Registrable  Securities  as  set  forth  in  Section  7.2(a).


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<PAGE>
     Section 1.14     "Escrow Agreement" shall mean the escrow agreement between
the  Company  and  the  Investor  dated  the  date  hereof.

     Section 1.15     "Exchange  Act" shall mean  the Securities Exchange Act of
1934,  as  amended,  and  the  rules  and  regulations  promulgated there under.

     Section 1.16     "Material  Adverse  Effect"  shall  mean  any  condition,
circumstance, or situation that would prohibit or otherwise materially interfere
with the ability of the Company to enter into and perform any of its obligations
under  this  Agreement  or  the  Registration  Rights  Agreement in any material
respect.

     Section 1.17     "Market Price" shall mean the lowest closing Bid Prices of
the  Common  Stock  during  the  Pricing  Period.

     Section 1.18     "Maximum Advance Amount" shall be equal to one hundred and
fifty  percent  (150%) of the average daily volume of the Company's Common Stock
multiplied  by  the  Purchase  Price  during  the  Pricing  Period.

     Section  1.19     "NASD"  shall mean the National Association of Securities
Dealers,  Inc.

     Section  1.20     "Person"  shall  mean  an  individual,  a  corporation, a
partnership,  an association, a trust or other entity or organization, including
a  government  or political subdivision or an agency or instrumentality thereof.

     Section  1.21     "Placement  Agent"  shall  mean  May  Davis  Group,  Inc.

     Section  1.22     "Pricing  Period"   shall  mean  the ten (10) trading day
period  beginning on the Advance Notice Date and ending on the Trading Day prior
to  the  closing  date  of  the  particular  trounce.

     Section  1.23     "Principal Market" shall mean the Nasdaq National Market,
the  Nasdaq  SmallCap  Market, the American Stock Exchange or the New York Stock
Exchange,  whichever is at the time the principal trading exchange or market for
the  Common  Stock.

     Section  1.24     "Purchase Price" shall be set at 91% of the Market Price.

     Section  1.25     "Registrable  Securities" shall mean the shares of Common
Stock  (i)  in respect of which the Registration Statement has not been declared
effective  by the SEC, (ii) which have not been sold under circumstances meeting
all  of  the applicable conditions of Rule 144 (or any similar provision then in
force)  under  the  Securities  Act  ("Rule  144")  or (iii) which have not been
otherwise  transferred to a holder who may trade such shares without restriction
under  the  Securities  Act,  and the Company has delivered a new certificate or
other  evidence  of  ownership  for  such  securities  not bearing a restrictive
legend.


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<PAGE>
     Section  1.26     "Registration  Rights  Agreement"  shall  mean  the
Registration Rights Agreement dated the date hereof, regarding the filing of the
Registration  Statement  for  the  resale of the Registrable Securities, entered
into  between  the  Company  and  the  Investor.

     Section  1.27     "Registration  Statement"  shall  mean  a  registration
statement on Form SB-1 or Form S-3 (if use of such form is then available to the
Company  pursuant  to  the  rules  of  the  SEC  and, if not, on such other form
promulgated  by  the  SEC for which the Company then qualifies and which counsel
for  the  Company  shall deem appropriate, and which form shall be available for
the  resale  of  the  Registrable  Securities  to  be  registered there under in
accordance  with  the  provisions  of this Agreement and the Registration Rights
Agreement,  and  in  accordance with the intended method of distribution of such
securities),  for  the  registration  of  the  resale  by  the  Investor  of the
Registrable  Securities  under  the  Securities  Act.

     Section  1.28     "Regulation  D"  shall  have the meaning set forth in the
recitals  of  this  Agreement.

     Section  1.29     "SEC"  shall mean the Securities and Exchange Commission.

     Section  1.30     "Securities  Act" shall have the meaning set forth in the
recitals  of  this  Agreement.

     Section  1.31     "SEC  Documents"  shall mean Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and Proxy Statements
of  the  Company  as supplemented to the date hereof, filed by the Company for a
period  of  at least twelve (12) months immediately preceding the date hereof or
the  Advance  Date, as the case may be, until such time as the Company no longer
has  an  obligation to maintain the effectiveness of a Registration Statement as
set  forth  in  the  Registration  Rights  Agreement.

     Section 1.32     "Trading Day" shall mean any day during which the New York
Stock  Exchange  shall  be  open  for  business.


                                   ARTICLE II
ADVANCES
     Section  2.1     Investments.
                      -----------

          (a)     Advances.  Upon  the  terms  and  conditions  set forth herein
                  --------
(including  without  limitation,  the  provisions of Article VII hereof), on any
Advance  Notice  Date  the Company may request an Advance by the Investor by the
delivery  of  an  Advance Notice.  The number of shares of Common Stock that the
Investor  shall  receive  for  each  Advance shall be determined by dividing the
amount  of  the  Advance  by  the Purchase Price on the Advance Notice Date.  No
fractional  shares  shall  be issued.  Fractional shares shall be rounded to the
next  higher  whole  number  of  shares.  The  aggregate  maximum  amount of all
Advances that the Investor shall be obligated to make under this Agreement shall
not  exceed  the  Commitment  Amount.


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<PAGE>
          (b) At such time as Cornelll Capital Partners purchases $10,000,000 of
the  Company's  Common Stock, the Company, at its discretion, may elect to enter
into  an  additional  $10,000,000  common  stock  agreement  with  the Investor.

     Section  2.2     Mechanics.
                      ---------

          (a)     Advance Notice.  At any time during the Commitment Period, the
Company may deliver an Advance Notice to the Investor, subject to the conditions
set forth in Section 2.7 and Section 7.2; provided, however, the amount for each
Advance  as designated by the Company in the applicable Advance Notice shall not
be  more  than the Maximum Advance Amount.  The aggregate amount of the Advances
pursuant  to  this  Agreement  shall  not  exceed  the Commitment Amount, unless
otherwise agreed by the Investor in the Investor's sole and absolute discretion.
There  will be a minimum of twelve (12) Trading Days between each Advance Notice
Date.

          (b)     Date  of  Delivery of Advance Notice.  An Advance Notice shall
be  deemed  delivered  on  (i)  the  Trading  Day it is received by facsimile or
otherwise by the Investor if such notice is received prior to 12:00 noon Eastern
Time,  or  (ii)  the  immediately  succeeding  Trading  Day if it is received by
facsimile  or otherwise after 12:00 noon Eastern Time on a Trading Day or at any
time  on  a  day  which  is  not a Trading Day.  No Advance Notice may be deemed
delivered,  on  a  day  that  is  not  a  Trading  Day.

     Section 2.3     Closings.  On each Advance Date, which shall be eleven (11)
                     --------
Trading  Days after an Advance Notice Date, (i) the Company shall deliver to the
Escrow  Agent,  as  defined  pursuant  to  the  Escrow  Agreement, shares of the
Company's  Common  Stock, representing the amount of the Advance by the Investor
pursuant  to  Section  2.1  herein, registered in the name of the Investor which
shall  be  delivered to the Investor, or otherwise in accordance with the Escrow
Agreement  and (ii) the Investor shall deliver to the Escrow Agent the amount of
the  Advance  specified  in  the  Advance Notice by wire transfer of immediately
available  funds  which  shall  be  delivered  to  the  Company, or otherwise in
accordance  with  the Escrow Agreement.  In addition, on or prior to the Advance
Date,  each  of  the Company and the Investor shall deliver to the other through
the  Escrow  Agent  all  documents,  instruments  and  writings  required  to be
delivered  or  reasonably requested by either of them pursuant to this Agreement
in  order to implement and effect the transactions contemplated herein.  Payment
of  funds  to  the  Company  and  delivery  of the Company's Common Stock to the
Investor shall occur in accordance with the conditions set forth above and those
contained  in  the  Escrow  Agreement; provided, however, that to the extent the
                                       --------  -------
Company  has  not  paid  the fees, expenses, and disbursements of the Investor's
counsel  and  the Placement Agent in accordance with Section 12.4, the amount of
such  fees,  expenses,  and  disbursements  may be deducted by the Investor (and
shall  be  paid  to  the  relevant party) from the amount of the Advance with no
reduction  in the amount of shares of the Company's Common Stock to be delivered
on  such  Advance  Date.


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<PAGE>
      Section  2.4     Suspension  of  Registration Statement.  If subsequent to
                       --------------------------------------
any Closing, the Registration Statement is suspended, other than due to the acts
of  the Investor or the Placement Agent, for any period exceeding twenty trading
days  (20) days, the Company shall pay an amount equal to  two percent (2 %)  of
the  Purchase Price of all Common Stock held by the Investor, purchased pursuant
to  this  Agreement  for  each  twenty  trading  day  (20) day period or portion
thereof;  provided,  however, that the Company shall not be required to pay such
          --------   -------
amount  to the Investor in connection with any period commencing upon the filing
of a post-effective amendment to such Registration Statement and ending upon the
date  on  which  such post-effective amendment is declared effective by the SEC.

     Section  2.5     Termination  of  Investment.
                      ---------------------------

          (a)  The  obligation of the Investor to make an Advance to the Company
pursuant  to  this Agreement shall terminate permanently (including with respect
to  an Advance Date that has not yet occurred) in the event that (i) there shall
occur  any  stop  order  or  suspension of the effectiveness of the Registration
Statement  for  an  aggregate of thirty (30) Trading Days, other than due to the
acts  of  the Investor or the Placement Agent, during the Commitment Period,(ii)
the Company shall at any time fail materially to comply with the requirements of
Section  6.3,  6.4  or 6.7, (iii) at any time Santu Rohatgi is not the Company's
President and Director; provided, however, that this termination provision shall
                        --------- -------
not apply to any period commencing upon the filing of a post-effective amendment
to  such  Registration  Statement  and  ending  upon the date on which such post
effective  amendment  is  declared  effective  by  the  SEC.

          (b)  Nothwithstanding  the  provisions of this Agreement, in the event
the  Company  does  note  receive  an  Advance from the Investor, pursuant to an
Advance  Notice  calculated  as  determined  herein,  within the time prescribed
herein,  after  an  effective  registration statement then this Agreement can be
terminated  at  the  discretion  of  the Company, unless otherwise agreed by the
parties,  or if during any ninety (90) day period the Company can not supply the
Investor with an Advance Notice pursuant to this Agreement and has other funding
opportunities  this  Agreement shall not prohibit the Company from pursuing such
other  funding  opportunities.


     Section  2.6     Agreement to Advance Funds.
                      --------------------------

          (a)     The  Investor  agrees  to  advance the amount specified in the
Advance  Notice  to  the  Company  after the completion of each of the following
conditions  and  the  other  conditions  set  forth  in  this  Agreement:

          (i)     the  execution  and delivery by the Company, and the Investor,
     of  this  Agreement,  and  the  Exhibits  hereto;

          (ii)     the  Placement Agent's Counsel shall have received the shares
     of  Common  Stock  applicable  to  the  Advance;

          (iii)     the  Company's  Registration  Statement  with respect to the
     resale  of  the  Registrable Securities in accordance with the terms of the
     Registration  Rights  Agreement  shall  have been declared effective by the
     SEC;


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<PAGE>
          (iv)     the  Company  shall  have  obtained  all  permits  and
     qualifications  required  by any applicable state for the offer and sale of
     the Registrable Securities, or shall  have  the  availability of exemptions
     there from.  The  sale  and issuance of the Registrable Securities shall be
     legally permitted by all laws and  regulations  to  which  the  Company  is
     subject;

          (v)     the  Company  shall have filed with the Commission in a timely
     manner  all  reports,  notices and other documents required of a "reporting
     company" under the Exchange Act and applicable Commission regulations;

          (vi)     the  fees  as set forth in Section 12.4 below shall have been
     paid or can be withheld as provided in Section 2.3; and

          (vii)     the  conditions  set  forth  in  Section 7.2 shall have been
     satisfied.

     Section  2.7     Lock  Up  Period.     (a)     During  the  terms  of  this
                      -----------------
Agreement,  the  Company  shall  not, without the prior consent of the Investor,
issue  or sell (i) any Common Stock without consideration or for a consideration
per  share less than the Bid Price on the date of issuance or (ii) issue or sell
any  warrant,  option,  right,  contract,  call, or other security or instrument
granting  the  holder  thereof  the  right  to  acquire  Common  Stock  without
consideration  or  for  a consideration per share less than the Bid Price on the
date  of  issuance.  Exceptions to this are a. private transactions where shares
are  sold  or  issued  that  are  not  permitted, under any circumstances, to be
traded,  given  their  status  as Rule 144 restricted Securities, for at least a
period  of  one  (1)  year,  and  b.  shares issued under stock option plans for
services  to  the  Company.

     (b)     On  the  date  hereof,  the Company shall obtain from each officer,
director and Affiliate, as defined below, a lock-up agreement, as defined below,
in  the  form  annexed  hereto  as  Schedule  2.7(a)  agreeing  to  only sell in
compliance  with  the  volume  limitation of Rule 144.  "Affiliate" for purposes
hereof  means,  with  respect  to any person or entity, another person or entity
that,  directly  or  indirectly,  (i)  has  a 5% or more equity interest in that
person  or  entity,  (ii)  has  5%  or more common ownership with that person or
entity, (iii) controls that person or entity, or (iv) shares common control with
that person or entity.  "Control" or "controls" for purposes hereof means that a
person  or  entity  has  the power, direct or indirect, to conduct or govern the
policies  of  another  person  or  entity.

     Section  2.8     Shareholder  Approval.     The Company's obligations under
                      ---------------------
this  Agreement  are  subject  to  approval  of  the shareholders of the Company
pursuant  to  Nevada  Corporate  Law.

                                   ARTICLE III
                   REPRESENTATIONS AND WARRANTIES OF INVESTOR


     Investor  hereby  represents  and warrants to, and agrees with, the Company
that  the  following  are  true and as of the date hereof and as of each Advance
Date:


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<PAGE>
     Section  3.1     Organization  and  Authorization.  Investor  is  duly
                      --------------------------------
incorporated  or  organized  and  validly  existing  in  the jurisdiction of its
incorporation  or  organization  and  has  all  requisite power and authority to
purchase and hold the securities issuable hereunder.  The decision to invest and
the  execution  and delivery of this Agreement by such Investor, the performance
by  such  Investor  of  its  obligations  hereunder and the consummation by such
Investor  of  the transactions contemplated hereby have been duly authorized and
requires  no other proceedings on the part of the Investor.  The undersigned has
the  right,  power  and  authority to execute and deliver this Agreement and all
other  instruments  (  including,  without  limitations, the Registration Rights
Agreement),  on  behalf  of the Investor.  This Agreement has been duly executed
and  delivered  by  the Investor and, assuming the execution and delivery hereof
and  acceptance  thereof  by  the  Company, will constitute the legal, valid and
binding  obligations  of  the  Investor,  enforceable  against  the  Investor in
accordance  with  its  terms.

     Section  3.2     Evaluation  of Risks.  The Investor has such knowledge and
                      --------------------
experience  in financial tax and business matters as to be capable of evaluating
the  merits  and  risks  of,  and  bearing  the  economic  risks entailed by, an
investment  in  the  Company  and of protecting its interests in connection with
this  transaction.  It  recognizes that its investment in the Company involves a
high  degree  of  risk.

     Section  3.3.     No  Legal  Advice  From  the  Company.  The  Investor
                       -------------------------------------
acknowledges  that  it  had  the  opportunity  to  review this Agreement and the
transactions  contemplated  by  this Agreement with his or its own legal counsel
and  investment  and  tax  advisors.  The  Investor  is  relying  solely on such
counsel and advisors and not on any statements or representations of the Company
or any of its representatives or agents for legal, tax or investment advice with
respect  to  this investment, the transactions contemplated by this Agreement or
the  securities  laws  of  any  jurisdiction.

     Section  3.4     Investment  Purpose. The securities are being purchased by
                      -------------------
the  Investor  for  its  own account, for investment and without any view to the
distribution, assignment or resale to others or fractionalization in whole or in
part.  The  Investor  agrees not to assign or in any way transfer the Investor's
rights  to  the  securities  or  any  interest therein and acknowledges that the
Company  will  not  recognize  any  purported  assignment  or transfer except in
accordance  with  applicable Federal and state securities laws.  No other person
has  or  will  have  a direct or indirect beneficial interest in the securities.
The  Investor  agrees  not  to  sell,  hypothecate  or  otherwise  transfer  the
Investor's  securities  unless  the  securities are registered under Federal and
applicable  state  securities  laws  or  unless,  in  the  opinion  of  counsel
satisfactory  to  the  Company,  an  exemption  from  such  laws  is  available.

     Section  3.5     Accredited Investor.  Investor is an "accredited investor"
                      -------------------
as that term is defined in Rule 501(a)(3) of Regulation D of the Securities Act.

     Section  3.6     Information.  Such  Investor  and its advisors (and his or
                      -----------
its  counsel),  if  any,  have been furnished with all materials relating to the
business,  finances  and  operations  of  the  Company and information it deemed
material  to  making  an  informed  investment  decision.  Such Investor and its
advisors,  if  any,  have  been afforded the opportunity to ask questions of the


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<PAGE>
Company  and its management.  Neither such inquiries nor any other due diligence
investigations  conducted  by  such  Investor  or  its  advisors, if any, or its
representatives  shall  modify,  amend or affect the Investor's right to rely on
the  Company's  representations and warranties contained in this Agreement. Such
Investor  understands  that its investment involves a high degree of risk.  Such
Investor  is  in a position regarding the Company, which, based upon employment,
family  relationship  or  economic  bargaining  power,  enabled and enables each
Investor  to obtain information from the Company in order to evaluate the merits
and  risks  of this investment.  Such Investor has sought such accounting, legal
and  tax  advice,  as it has considered necessary to make an informed investment
decision  with  respect  to  this  transaction.

     Section 3.7     Receipt of Documents.  Such Investor and his or its counsel
                     --------------------
has  received  and
read  in  their  entirety:  (i)  this Agreement and the Exhibits annexed hereto;
(ii)  all  due  diligence and other information necessary to verify the accuracy
and  completeness  of  such representations, warranties and covenants; (iii) the
Company's  Form 10-K for the year ended year ended   December 31, 2000  and Form
10-Q for the periods ended September 30, 2000 ; and (v) answers to all questions
the  Investor  submitted  to the Company regarding an investment in the Company;
and  the  Investor  has  relied on the information contained therein and has not
been  furnished  any  other  documents,  literature,  memorandum  or prospectus.

     Section  3.8     Registration  Rights  Agreement and Escrow Agreement.  The
                      ----------------------------------------------------
parties  have  entered  into  the  Registration  Rights Agreement and the Escrow
Agreement,  each  dated  the  date  hereof.

     Section  3.9      No General Solicitation.  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  of  Common  Stock  offered  hereby.

     Section  3.10     Not  an  Affiliate.  The  Investor  is  not  an  officer,
                       ------------------
director  or  a  person  that  directly,  or  indirectly  through  one  or  more
intermediaries,  controls  or  is controlled by, or is under common control with
the  Company  "an  Affiliate,"  as  that  term  is  defined  in  Rule 405 of the
Securities  Act) of the Company). The Investor agrees that it will not, and that
it  will  cause  its  affiliates not to, engage in any short sales of or hedging
transactions  with  respect  to  the  Common  Stock

                                   ARTICLE IV
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     Except  as stated below or on the disclosure schedules attached hereto, the
Company hereby represents and warrants to, and covenants with, the Investor that
the  following are true and correct as of the date hereof and as of each Advance
Date:

     Section  4.1     Organization  and  Qualification.  The  Company  is  duly
                      --------------------------------
incorporated  or  organized  and  validly  existing  in  the jurisdiction of its
incorporation  or  organization  and  has  all  requisite  power  and  authority
corporate  power  to  own their properties and to carry on their business as now
being  conducted.  Each of the Company and its subsidiaries is duly qualified as
a  foreign  corporation  to  do  business  and  is  in  good  standing  in every
jurisdiction  in  which  the  nature  of the business conducted by it makes such
qualification  necessary,  except  to  the  extent  that  the  failure  to be so
qualified or be in good standing would not have a Material Adverse Effect on the
Company  and  its  subsidiaries  taken  as  a  whole.


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<PAGE>
     Section  4.2.     Authorization,  Enforcement,  Compliance  with  Other
                       -----------------------------------------------------
Instruments.   (i)  The  Company has the requisite corporate power and authority
-----------
to  enter into and perform this Agreement, the Registration Rights Agreement and
any  related  agreements,  in accordance with the terms hereof and thereof, (ii)
the execution and delivery of this Agreement, the Registration Rights Agreement,
the  Escrow  Agreement  and  any  related  agreements  by  the  Company  and the
consummation  by  it  of  the transactions contemplated hereby and thereby, have
been  duly authorized by the Company's Board of Directors and no further consent
or  authorization  is  required  by  the  Company, its Board of Directors or its
stockholders,  (iii)  except  as  disclosed  in  Section  4.3,  this  Agreement,
Registration  Rights  Agreement, the Escrow Agreement and any related agreements
have  been  duly executed and delivered by the Company, (iv) this Agreement, the
Registration  Rights  Agreement,  Escrow  Agreement  the  execution and delivery
thereof and acceptance by the Investor and any related agreements constitute the
valid  and binding obligations of the Company enforceable against the Company in
accordance  with  their  terms,  except as such enforceability may be limited by
general  principles  of  equity  or  applicable  bankruptcy,  insolvency,
reorganization,  moratorium,  liquidation  or  similar  laws  relating  to,  or
affecting  generally,  the  enforcement  of  creditors'  rights  and  remedies.

     Section  4.3     Capitalization.  As  of  the  date  hereof, the authorized
                      --------------
capital stock of the Company consists of 160,000,000 shares of Common Stock, par
value $0.01 per share, of which 23,266,186shares were issued and outstanding and
40,000,000  shares  of  preferred  stock  of  which                 200,000  are
outstanding.  All  of  such  outstanding shares have been validly issued and are
fully paid and nonassessable.  Except as disclosed on Schedule 4.3, no shares of
Common Stock are subject to preemptive rights or any other similar rights or any
liens or encumbrances suffered or permitted by the Company.  Except as disclosed
on  Schedule  4.3,  as of the date hereof, (i) there are no outstanding options,
warrants,  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  or  any  of  its  subsidiaries,  or contracts,
commitments,  understandings  or arrangements by which the Company or any of its
subsidiaries  is or may become bound to issue additional shares of capital stock
of the Company or any of its subsidiaries or options, warrants, 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  or  any  of  its  subsidiaries,  (ii)  there  are  no  outstanding debt
securities  and  (iii)  there  are no agreements or arrangements under which the
Company  or  any of its subsidiaries is obligated to register the sale of any of
their  securities  under the Securities Act (except pursuant to the Registration
Rights  Agreement).  There  are  no  securities  or  instruments  containing
anti-dilution  or similar provisions that will be triggered in this Agreement or
any  related  agreement or the consummation of the transactions described herein
or  thereinThe Company has furnished to the Investor true and correct copies of
the  Company's  Certificate of Incorporation, as amended and as in effect on the
date  hereof (the "Certificate of Incorporation"), and the Company's By-laws, as
in  effect  on  the date hereof (the "By-laws"), and the terms of all securities
convertible  into or exercisable for Common Stock and the material rights of the
holders  thereof  in  respect  thereto.


                                       44
<PAGE>
     Section  4.4     No  Conflict.  Subject  to  Section  2.8,  the  execution,
                      ------------
delivery  and  performance of this Agreement by the Company and the consummation
by  the Company of the transactions contemplated hereby will not (i) result in a
violation  of  the Certificate of Incorporation, any certificate of designations
of  any  outstanding series of preferred stock of the Company or By-laws 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 Company or any of its subsidiaries is a
party, or result in a violation of any law, rule, regulation, order, judgment or
decree  (including  federal  and  state  securities laws and regulations and the
rules  and regulations of Nasdaq on which the Common Stock is quoted) applicable
to  the  Company or any of its subsidiaries or by which any property or asset of
the  Company  or  any  of  its  subsidiaries  is  bound  or affected.  Except as
disclosed  on  Schedule  4.4,  neither  the  Company  nor its subsidiaries is in
violation of any term of or in default under its Certificate of Incorporation or
By-laws  or  their  organizational  charter  or  by-laws,  respectively,  or any
material  contract,  agreement,  mortgage,  indebtedness, indenture, instrument,
judgment,  decree  or order or any statute, rule or regulation applicable to the
Company  or  its subsidiaries.  The business of the Company and its subsidiaries
is  not being conducted, and shall not be conducted in violation of any material
law,  ordinance,  regulation of any governmental entity.  Except as specifically
contemplated  by this Agreement and as required under the Securities Act and any
applicable  state  securities  laws,  the  Company 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 or contemplated by this Agreement or the Registration
Rights  Agreement in accordance with the terms hereof or thereof.  All consents,
authorizations,  orders, filings and registrations which the Company is required
to  obtain  pursuant to the preceding sentence have been obtained or effected on
or  prior  to  the date hereof.  The Company and its subsidiaries are unaware of
any  facts  or  circumstance  which  might  give  rise  to any of the foregoing.

     Section  4.5     SEC  Documents;  Financial  Statements.  Since  1999
                      --------------------------------------
the  Company  has  filed  all  reports,  schedules,  forms, statements and other
documents required to be filed by it with the SEC under of the Exchange Act (all
of  the  foregoing  filed  prior  to  the  date hereof and all exhibits included
therein  and  financial  statements  and  schedules  thereto  and  documents
incorporated  by  reference  therein,  being hereinafter referred to as the "SEC
Documents").  The  Company has delivered to the Investor or its representatives,
or  made  available  through  the  SEC's website at http://www.sec.gov, true and
complete  copies  of  the  SEC  Documents.  As  of  their  respective dates, the
financial  statements  of  the  Company  disclosed  in  the  SEC  Documents (the
"Financial  Statements")  complied  as  to  form  in  all material respects with
applicable  accounting  requirements  and the published rules and regulations of
the  SEC  with respect thereto.  Such financial statements have been prepared in
accordance  with generally accepted accounting principles, consistently applied,
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


                                       45
<PAGE>
interim statements, to the extent they may exclude footnotes or may be condensed
or summary statements) and fairly present in all material respects the financial
position  of  the  Company  as  of  the  dates  thereof  and  the results of its
operations  and  cash  flows for the periods then ended (subject, in the case of
unaudited  statements,  to  normal  year-end  audit  adjustments).  No  other
information provided by or on behalf of the Company to the Investor which is not
included  in  the SEC Documents contains any untrue statement of a material fact
or  omits  to  state any material fact necessary in order to make the statements
therein,  in  the  light  of  the  circumstances under which they were made, not
misleading.

     Section  4.6.     10b-5.     The  SEC  Documents  do not include any untrue
                       -----
statements  of  material  fact,  nor  do  they  omit  to state any material fact
required to be stated therein necessary to make the statements made, in light of
the  circumstances  under  which  they  were  made,  not  misleading.

     Section  4.7     No Default. Except as disclosed Section 4.4 the Company is
                      ----------
not  in  default  in  the  performance or observance of any material obligation,
agreement,  covenant  or condition contained in any indenture, mortgage, deed of
trust  or  other  material  instrument or agreement to which it is a party or by
which it is or its property is bound and neither the execution, nor the delivery
by the Company, nor the performance by the Company of its obligations under this
Agreement  or  any  of  the exhibits or attachments hereto will conflict with or
result  in  the  breach  or  violation  of any of the terms or provisions of, or
constitute  a  default  or  result  in the creation or imposition of any lien or
charge  on  any  assets  or  properties  of the Company under its Certificate of
Incorporation, By-Laws, any material indenture, mortgage, deed of trust or other
material  agreement applicable to the Company or instrument to which the Company
is  a  party  or  by which it is bound, or any statute, or any decree, judgment,
order,  rules  or  regulation of any court or governmental agency or body having
jurisdiction  over  the  Company  or its properties, in each case which default,
lien  or  charge  is  likely to cause a Material Adverse Effect on the Company's
business  or  financial  condition.

     Section 4.8     Absence of Events of Default.  Except for matters described
                     ----------------------------
in  the  SEC Documents and/or this Agreement, no Event of Default, as defined in
the  respective  agreement  to which the Company is a party, and no event which,
with  the giving of notice or the passage of time or both, would become an Event
of  Default  (as so defined), has occurred and is continuing, which would have a
Material  Adverse  Effect  on  the  Company's  business,  properties, prospects,
financial  condition  or  results  of  operations.

     Section  4.9     Intellectual  Property  Rights.   The  Company  and  its
                      ------------------------------
subsidiaries  own  or possess adequate rights or licenses to use all trademarks,
trade  names, service marks, service mark registrations, service names, patents,
patent  rights,  copyrights,  inventions,  licenses,  approvals,  governmental
authorizations,  trade  secrets and rights necessary to conduct their respective
businesses  as now conducted.   The Company and its subsidiaries do not have any
knowledge  of  any infringement by the Company or its subsidiaries of trademark,
trade  name  rights,  patents,  patent rights, copyrights, inventions, licenses,
service  names, service marks, service mark registrations, trade secret or other
similar  rights  of  others,  and,  to the knowledge of the Company, there is no
claim,  action  or proceeding being made or brought against, or to the Company's


                                       46
<PAGE>
knowledge,  being  threatened against, the Company or its subsidiaries regarding
trademark,  trade  name,  patents, patent rights, invention, copyright, license,
service  names, service marks, service mark registrations, trade secret or other
infringement;  and  the Company and its subsidiaries are unaware of any facts or
circumstances  which  might  give  rise  to  any  of  the  foregoing.

     Section  4.10     Employee  Relations  Neither  the  Company nor any of its
                       -------------------
subsidiaries  is  involved  in  any  labor  dispute nor, to the knowledge of the
Company or any of its subsidiaries, is any such dispute threatened.  None of the
Company's  or its subsidiaries' employees is a member of a union and the Company
and its subsidiaries believe that their relations with their employees are good.

     Section 4.11     Environmental Laws.   The Company and its subsidiaries are
                      ------------------
(i)  in compliance with any and all applicable foreign, federal, state and local
laws  and regulations relating to the protection of human health and safety, the
environment  or  hazardous  or  toxic  substances  or  wastes,  pollutants  or
contaminants ("Environmental Laws"), (ii) have received all permits, licenses or
other  approvals required of them under applicable Environmental Laws to conduct
their  respective  businesses  and  (iii)  are  in compliance with all terms and
conditions  of  any  such  permit,  license  or  approval.

     Section  4.12     Title.  Except as set forth in Schedule 4.12, the Company
                       -----
has good and marketable title to its properties and material assets owned by it,
free  and  clear  of  any pledge, lien, security interest, encumbrance, claim or
equitable  interest  other  than such as are not material to the business of the
Company.  Any  real  property and facilities held under lease by the Company and
its subsidiaries are held by them under valid, subsisting and enforceable leases
with  such exceptions as are not material and do not interfere with the use made
and  proposed  to  be made of such property and buildings by the Company and its
subsidiaries.

     Section 4.13     Insurance.   The Company and each of  its subsidiaries are
                      ---------
insured  by  insurers of recognized financial responsibility against such losses
and  risks  and  in  such  amounts  as  management of the Company believes to be
prudent  and  customary  in  the  businesses  in  which  the  Company  and  its
subsidiaries  are engaged.  Neither the Company nor any such subsidiary has been
refused any insurance coverage sought or applied for and neither the Company nor
any  such subsidiary has any reason to believe that it will not be able to renew
its  existing  insurance coverage as and when such coverage expires or to obtain
similar  coverage  from  similar  insurers  as  may be necessary to continue its
business at a cost that would not materially and adversely affect the condition,
financial  or  otherwise, or the earnings, business or operations of the Company
and  its  subsidiaries,  taken  as  a  whole.

     Section  4.14     Regulatory  Permits.  The  Company  and  its subsidiaries
                       -------------------
possess  all  certificates, authorizations and permits issued by the appropriate
federal,  state  or  foreign  regulatory  authorities necessary to conduct their
respective  businesses,  and  neither  the  Company  nor any such subsidiary has
received any notice of proceedings relating to the revocation or modification of
any  such  certificate,  authorization  or  permit.


                                       47
<PAGE>
     Section 4.15     Internal Accounting Controls.  The Company and each of its
                      ----------------------------
subsidiaries  maintain  a  system  of internal accounting controls sufficient to
provide  reasonable  assurance  that (i) transactions are executed in accordance
with  management's  general  or  specific  authorizations, (ii) transactions are
recorded  as  necessary  to  permit  preparation  of  financial  statements  in
conformity  with  generally accepted accounting principles and to maintain asset
accountability,  (iii)  access  to  assets  is permitted only in accordance with
management's  general  or  specific  authorization  and  (iv)  the  recorded
accountability  for  assets  is  compared with the existing assets at reasonable
intervals  and  appropriate  action  is  taken  with respect to any differences.

     Section  4.16      No  Material Adverse Breaches, etc.  Except as set forth
                       -----------------------------------
in the SEC Documents, neither the Company nor any of its subsidiaries is subject
to  any  charter, corporate or other legal restriction, or any judgment, decree,
order, rule or regulation which in the judgment of the Company's officers has or
is  expected  in  the  future to have a Material Adverse Effect on the business,
properties,  operations, financial condition, results of operations or prospects
of  the  Company  or  its  subsidiaries.  Neither  the  Company  nor  any of its
subsidiaries  is  in  breach  of  any contract or agreement which breach, in the
judgment  of  the  Company's  officers,  has  or  is expected to have a Material
Adverse  Effect  on  the  business, properties, operations, financial condition,
results  of  operations  or  prospects  of  the  Company  or  its  subsidiaries.

     Section  4.17      Absence  of  Litigation.  Except as set forth in the SEC
                       ------------------------
Documents, there is no action, suit, proceeding, inquiry or investigation before
or  by  any court, public board, government agency, self-regulatory organization
or body pending against or affecting the Company, the Common Stock or any of the
Company's subsidiaries, wherein an unfavorable decision, ruling or finding would
(i)  have a Material Adverse Effect on the transactions contemplated hereby (ii)
adversely  affect the validity or enforceability of, or the authority or ability
of  the  Company  to perform its obligations under, this Agreement or any of the
documents contemplated herein, or (iii) except as expressly disclosed in the SEC
Documents,  have  a  Material  Adverse  Effect  on  the  business,  operations,
properties,  financial  condition or results of operation of the Company and its
subsidiaries  taken  as  a  whole.

     Section  4.18     Subsidiaries.  Except  as disclosed in the SEC Documents,
                       ------------
the  Company  does  not  presently  own  or control, directly or indirectly, any
interest  in  any  other corporation, partnership, association or other business
entity.

     Section  4.19     Other  Outstanding Securities/Financing Restrictions.  As
                       ----------------------------------------------------
of  the date hereof, other than warrants and options to acquire shares of Common
Stock  as  disclosed  in  Schedule  4.3, there are no other warrants and options
registered  with  the  SEC,  which are available for sale as unrestricted ("free
trading")  stock.

     Section  4.20  Tax  Status.  The  Company  and each of its subsidiaries has
                    -----------
made  or  filed  all federal and state income and all other tax returns, reports
and declarations required by any jurisdiction to which it is subject and (unless
and  only  to  the  extent that the Company and each of its subsidiaries has set
aside  on its books provisions reasonably adequate for the payment of all unpaid
and  unreported taxes) has paid all taxes and other governmental assessments and
charges  that  are  material  in  amount,  shown or determined to be due on such


                                       48
<PAGE>
returns,  reports  and  declarations, except those being contested in good faith
and  has set aside on its books provision reasonably adequate for the payment of
all  taxes  for periods subsequent to the periods to which such returns, reports
or declarations apply.  There are no unpaid taxes in any material amount claimed
to  be  due by the taxing authority of any jurisdiction, and the officers of the
Company  know  of  no  basis  for  any  such  claim.

     Section  4.21     Certain  Transactions.  Except  as  set  forth in the SEC
                       ---------------------
Documents,  none  of  the  officers,  directors,  or employees of the Company is
presently  a  party to any transaction with the Company (other than for services
as  employees,  officers  and  directors),  including any contract, agreement or
other  arrangement  providing for the furnishing of services to or by, providing
for  rental  of  real  or  personal  property to or from, or otherwise requiring
payments  to or from any officer, director or such employee or, to the knowledge
of the Company, any corporation, partnership, trust or other entity in which any
officer,  director,  or  any  such  employee has a substantial interest or is an
officer,  director,  trustee  or  partner.

     Section  4.22     Fees and Rights of First Refusal.  Except as set forth in
                       --------------------------------
the  SEC Documents, the Company is not obligated to offer the securities offered
hereunder  on  a  right of first refusal basis or otherwise to any third parties
including,  but  not  limited to, current or former shareholders of the Company,
underwriters,  brokers,  agents  or  other  third  parties.

     Section  4.23     Use  of  Proceeds.  The  Company  represents that the net
                       -----------------
proceeds from this offering will be used as provided on Schedule 4.24.  However,
in no event shall the net proceeds from this offering be used by the Company for
the payment   (or loaned to any such person for the payment) of any judgment, or
other  liability,  incurred  by  any  executive  officer,  officer, director, or
employee  of  the  Company.

     Section 4.24     Further Representation and Warranties of the Company.  For
                      ----------------------------------------------------
so  long  as  any  securities  issuable  hereunder  held  by the Investor remain
outstanding,  the  Company acknowledges, represents, warrants and agrees that it
will  use  commercially reasonable efforts to maintain the listing of its Common
Stock on NASD Bulletin Board and/or the NASDAQ Small Cap Stock Market and/or the
American  Stock  Exchange.

Section  4.25     Opinion  of Counsel.  Investor shall receive an opinion letter
                  -------------------
from counsel to the Company (updated where applicable) on the date hereof and on
each  Advance  Date  substantially  in  the  form  of  Exhibit  "C".

Section  4.26     Opinion of Counsel.  The Company will obtain for the Investor,
                  ------------------
at  the  Company's  expense,  any  and  all  opinions  of  counsel  which may be
reasonably  required  in order to sell the securities issuable hereunder without
restriction.

     Section  4.27     Dilution.  The  Company  is  aware  and acknowledges that
                       --------
issuance  of  shares  of  the  Company's  Common  Stock  could cause dilution to
existing shareholders and could significantly increase the outstanding number of
shares  of  Common  Stock.


                                       49
<PAGE>
                                    ARTICLE V
                                 INDEMNIFICATION

     The  Investor  and  the  Company  represent to the other the following with
respect  to  itself:

     Section  5.1     Indemnification.  (a)  In  consideration of the Investor's
                      ---------------
execution  and  delivery  of  this  Agreement,  and  in  addition  to all of the
Company's  other  obligations  under  this  Agreement, the Company shall defend,
protect, indemnify and hold harmless the Investor(s), and all of their officers,
directors,  employees  and agents (including, without limitation, those retained
in  connection  with  the  transactions  contemplated  by  this  Agreement)
(collectively, the "Investor Indemnitees") from and against any and all actions,
causes of action, suits, claims, losses, costs, penalties, fees, liabilities and
damages,  and expenses in connection therewith (irrespective of whether any such
Investor Indemnitee is a party to the action for which indemnification hereunder
is  sought),  and  including  reasonable  attorneys' fees and disbursements (the
"Indemnified  Liabilities"), incurred by the Investor Indemnitees or any of them
as  a  result of, or arising out of, or relating to (a) any misrepresentation or
breach  of  any representation or warranty made by the Company in this Agreement
or  the  Registration  Rights  Agreement or any other certificate, instrument or
document  contemplated  hereby  or  thereby,  (b)  any  breach  of any covenant,
agreement  or  obligation  of  the  Company  contained  in this Agreement or the
Registration  Rights  Agreement or any other certificate, instrument or document
contemplated  hereby  or  thereby,  or  (c)  any  cause of action, suit or claim
brought  or  made against such Investor Indemnitee not arising out of any action
or  inaction of an Investor Indemnitee, and arising out of or resulting from the
execution,  delivery,  performance or enforcement of this Agreement or any other
instrument,  document  or  agreement  executed  pursuant  hereto  by  any of the
Indemnitees.  To the extent that the foregoing undertaking by the Company may be
unenforceable for any reason, the Company shall make the maximum contribution to
the  payment  and  satisfaction of each of the Indemnified Liabilities, which is
permissible  under  applicable  law.

     (b)     In  consideration  of  the Company's execution and delivery of this
Agreement, and in addition to all of the Investor's other obligations under this
Agreement,  the  Investor shall defend, protect, indemnify and hold harmless the
Company  and  all  of  its officers, directors, employees and agents (including,
without  limitation,  those  retained  in  connection  with  the  transactions
contemplated  by  this Agreement) (collectively, the "Company Indemnitees") from
and  against  any and all Indemnified Liabilities incurred by the Indemnitees or
any  of  them  as  a  result  of,  or  arising  out  of,  or relating to (a) any
misrepresentation  or  breach  of  any  representation  or  warranty made by the
Investor(s)  in this Agreement or any instrument or document contemplated hereby
or  thereby  executed by the Investor, (b) any breach of any covenant, agreement
or  obligation of the Investor(s) contained in this Agreement,  the Registration
Rights  Agreement  or any other certificate, instrument or document contemplated
hereby  or thereby executed by the Investor, or (c) any cause of action, suit or
claim  brought  or  made  against  such  Company  Indemnitee  based  on material
misrepresentations  or  due to a material breach by the Investor and arising out
of or resulting from the execution, delivery, performance or enforcement of this
Agreement  or  any  other  instrument,  document  or agreement executed pursuant
hereto  by  any  of  the  Company Indemnitees.  To the extent that the foregoing
undertaking  by  the  Company  may  be unenforceable for any reason, the Company
shall  make  the maximum contribution to the payment and satisfaction of each of
the  Indemnified  Liabilities,  which  is  permissible  under  applicable  law.


                                       50
<PAGE>
                                   ARTICLE VI
                            COVENANTS OF THE COMPANY

     Section  6.1     Registration  Rights.  The  Company  shall  cause  the
                      --------------------
Registration Rights Agreement to remain in full force and effect and the Company
shall  comply  in  all  material  respects  with  the  terms  thereof.

     Section  6.2     Listing  of  Common Stock.  The Company shall maintain the
                      -------------------------
Common  Stock's  authorization  for  quotation  on  the  Nasdaq.

     Section  6.3     Exchange  Act  Registration.  The  Company  will cause its
                      ---------------------------
Common  Stock  to  continue to be registered under Section 12(g) of the Exchange
Act, will file in a timely manner all reports and other documents required of it
as  a  reporting  company under the Exchange Act and will not take any action or
file  any  document (whether or not permitted by Exchange Act or the rules there
under  to  terminate or suspend such registration or to terminate or suspend its
reporting  and  filing  obligations  under  said  Exchange  Act.

     Section  6.4     Transfer Agent Instructions.     Upon each Closing and the
                      ---------------------------
effectiveness  of  the  Registration  Statement  the  Company  will  deliver
instructions  to  its  transfer agent to issue to Investor and deliver to Escrow
Agent  shares  of  Common  Stock  free  of  legends.

     Section  6.5     Corporate  Existence.  The  Company  will  take  all steps
                      --------------------
necessary  to  preserve  and  continue  the  corporate existence of the Company.

     Section 6.6     Notice of Certain Events Affecting Registration; Suspension
                     -----------------------------------------------------------
of  Right  to Make an Advance.  The Company will immediately notify the Investor
-----------------------------
upon  its  becoming  aware  of  the occurrence of any of the following events in
respect  of  a  registration  statement  or  related  prospectus  relating to an
offering  of  Registrable  Securities: (i) receipt of any request for additional
information  by  the  SEC  or  any other Federal or state governmental authority
during  the period of effectiveness of the Registration Statement for amendments
or  supplements  to  the  registration statement or related prospectus; (ii) the
issuance by the SEC or any other Federal or state governmental authority of  any
stop  order  suspending  the  effectiveness of 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  Registrable  Securities  for  sale in any
jurisdiction  or  the  initiation  or  threatening  of  any  proceeding for such
purpose;  (iv)  the  happening of any event that makes any statement made in the
Registration  Statement  or  related  prospectus of 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


                                       51
<PAGE>
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; and the Company
will promptly make available to the Investor any such supplement or amendment to
the  related  prospectus.  The  Company  shall  not  deliver to the Investor any
Advance  Notice  during  the  continuation  of  any  of  the  foregoing  events.

     Section  6.7     Expectations  Regarding  Advance Notices.  Within ten (10)
                      ----------------------------------------
days after the commencement of each calendar quarter occurring subsequent to the
commencement  of the Commitment Period, the Company must notify the Investor, in
writing, as to its reasonable expectations as to the dollar amount it intends to
raise  during  such  calendar  quarter,  if any, through the issuance of Advance
Notices.  Such  notification  shall  constitute  only  the  Company's good faith
estimate  and  shall in no way obligate the Company to raise such amount, or any
amount,  or otherwise limit its ability to deliver Advance Notices.  The failure
by  the  Company  to  comply  with  this provision can be cured by the Company's
notifying  the  Investor,  in  writing,  at  any  time  as  to  its  reasonable
expectations  with  respect  to  the  current  calendar  quarter.

     Section  6.8     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 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 the
obligation  to deliver to the Investor such shares of stock and/or securities as
the  Investor  is  entitled  to  receive  pursuant  to  this  Agreement.

     Section  6.9     Issuance  of  the Company's Common Stock.  The sale of the
                      -----------------------------------------
shares  of  Common  Stock  shall  be  made in accordance with the provisions and
requirements  of  Regulation  D  and  any  applicable  state  securities  law.


                                   ARTICLE VII
                CONDITIONS FOR ADVANCE AND CONDITIONS TO CLOSING

     Section  7.1     Conditions  Precedent  to  the Obligations of the Company.
                      ----------------------------------------------------------
The  obligation  hereunder of the Company to issue and sell the shares of Common
Stock  to  the Investor incident to each Closing is subject to the satisfaction,
or  waiver  by  the  Company,  at  or  before  each such Closing, of each of the
conditions  set  forth  below.

          (a)     Accuracy of the Investor's Representation and Warranties.  The
                  ---------------------------------------------------------
representations  and warranties of the Investor shall be true and correct in all
material  respects  as  of the date of this Agreement and as of the date of each
such  Closing  as  though  made  at  each  such  time.

          (b)     Performance  by  the  Investor.  The  Investor  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  Investor  at  or  prior  to  such  Closing.


                                       52
<PAGE>
     Section 7.2     Conditions Precedent to the Right of the Company to Deliver
                     -----------------------------------------------------------
an  Advance  Notice  and  the  Obligation  of the Investor to Purchase Shares of
--------------------------------------------------------------------------------
Common  Stock.  The  right  of  the Company to deliver an Advance Notice and the
-------------
obligation  of  the  Investor  hereunder  to  acquire  and pay for shares of the
Company's  Common  Stock incident to a Closing is subject to the satisfaction or
waiver  by  the Investor, on (i) the date of delivery of such Advance Notice and
(ii) the applicable Advance Date (each a "Condition Satisfaction Date"), of each
of  the  following  conditions:

          (a)     Registration  of  the  Common Stock with the SEC.  The Company
                  ------------------------------------------------
shall  have  filed  with  the  SEC  a Registration Statement with respect to the
resale  of  the  Registrable  Securities  in  accordance  with  the terms of the
Registration  Rights  Agreement.  As  set  forth  in  the  Registration  Rights
Agreement, the Registration Statement shall have previously become effective and
shall  remain  effective on each Condition Satisfaction Date and (i) neither the
Company  nor  the Investor shall have received notice that the SEC has issued or
intends to issue a stop order with respect to the Registration Statement or that
the  SEC  otherwise  has  suspended  or  withdrawn  the  effectiveness  of  the
Registration  Statement,  either  temporarily  or permanently, or intends or has
threatened  to  do  so  (unless  the  SEC's concerns have been addressed and the
Investor  is  reasonably  satisfied  that  the  SEC  no longer is considering or
intends  to  take  such  action),  and  (ii)  no  other suspension of the use or
withdrawal  of  the  effectiveness  of  the  Registration  Statement  or related
prospectus  shall  exist.  The  Registration  Statement  must have been declared
effective  by  the  SEC  prior  to  the  first  Advance  Notice  Date.

          (b)     Authority.  The  Company  shall  have obtained all permits and
                  ---------
qualifications  required  by  any  applicable  state  in  accordance  with  the
Registration  Rights  Agreement  for  the offer and sale of the shares of Common
Stock,  or  shall  have the availability of exemptions there from.  The sale and
issuance  of  the  shares of Common Stock shall be legally permitted by all laws
and  regulations  to  which  the  Company  is  subject.

          (c)     Accuracy of the Company's Representations and Warranties.  The
                  --------------------------------------------------------
representations  and  warranties of the Company shall be true and correct in all
material  respects as of each Condition Satisfaction Date as though made at each
such  time  (except for representations and warranties specifically made as of a
particular  date)  with  respect  to  all  periods,  and  as  to  all events and
circumstances occurring or existing to and including each Condition Satisfaction
Date.

          (d)     Performance by the Company.  The Company shall have performed,
                  --------------------------
satisfied  and  complied in all material respects with all covenants, agreements
and  conditions required by this Agreement and the Registration Rights Agreement
to  be  performed, satisfied or complied with by the Company at or prior to each
Condition  Satisfaction  Date.

          (e)     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 that


                                       53
<PAGE>
prohibits or directly and adversely affects any of the transactions contemplated
by this Agreement, and no proceeding shall have been commenced that may have the
effect  of  prohibiting  or  adversely  affecting  any  of  the  transactions
contemplated  by  this  Agreement.

          (f)     Adverse  Changes.  Since  the  date of filing of the Company's
                  ----------------
most  recent  SEC  Document, no event that had or is reasonably likely to have a
Material  Adverse  Effect  has  occurred.

          (g)     No Suspension of Trading in or Delisting of Common Stock.  The
                  --------------------------------------------------------
trading  of the Common Stock is not suspended by the SEC or the Principal Market
(if  the  Common Stock is traded on a Principal Market).  The issuance of shares
of  Common  Stock  with  respect  to  the  applicable Closing, if any, shall not
violate  the  shareholder  approval requirements of the Principal Market (if the
Common  Stock  is  traded  on  a  Principal market).  The Company shall not have
received any notice threatening the continued listing of the Common Stock on the
Principal  Market  (if  the  Common  Stock  is  traded  on  a Principal Market).

          (h)     Maximum  Advance  Amount.  The amount of the advance requested
                  ------------------------
by  the  Company  does  not  exceed  the  Maximum  Advance  Amount.

          (i)     No  Knowledge.  The Company has no knowledge of any event more
                  -------------
likely  than not to have the effect of causing such Registration Statement to be
suspended  or  otherwise  ineffective.

          (j)     Other.  On  each  Condition  Satisfaction  Date,  the Investor
                  -----
shall  have  received and been reasonably satisfied with such other certificates
and  documents  as shall have been reasonably requested by the Investor in order
for  the  Investor  to  confirm the Company's satisfaction of the conditions set
forth in this Section 7.2, including, without limitation, a certificate executed
by an executive officer of the Company and to the effect that all the conditions
to  such  Closing  shall  have  been  satisfied  as  at  the  date  of each such
certificate  substantially  in  the  form  annexed  hereto  on  Schedule  B.


                                  ARTICLE VIII
         DUE DILIGENCE REVIEW; NON-DISCLOSURE OF NON-PUBLIC INFORMATION

     Section  8.1     Due  Diligence  Review.  Prior  to  the  filing  of  the
                      ----------------------
Registration  Statement  the  Company  shall  make  available for inspection and
review  by  the  Investor,  advisors to and representatives of the Investor, any
underwriter  participating  in  any disposition of the Registrable Securities on
behalf  of  the  Investor  pursuant  to  the  Registration  Statement,  any such
registration  statement or amendment or supplement thereto or any blue sky, NASD
or  other  filing,  all financial and other records, all SEC Documents and other
filings  with  the  SEC, and all other corporate documents and properties of the
Company as may be reasonably necessary for the purpose of such review, and cause


                                       54
<PAGE>
the  Company's  officers, directors and employees to supply all such information
reasonably  requested  by  the  Investor  or any such representative, advisor or
underwriter  in  connection with such Registration Statement (including, without
limitation,  in response to all questions and other inquiries reasonably made or
submitted  by  any of them), prior to and from time to time after the filing and
effectiveness of the Registration Statement for the sole purpose of enabling the
Investor  and  such  representatives,  advisors  and  underwriters  and  their
respective  accountants  and  attorneys  to  conduct  initial  and  ongoing  due
diligence  with  respect  to  the  Company  and the accuracy of the Registration
Statement.

     Section  8.2     Non-Disclosure  of  Non-Public  Information.
                      -------------------------------------------

          (a)     The  Company  shall not disclose non-public information to the
Investor,  advisors  to  or  representatives  of  the  Investor  unless prior to
disclosure  of such information the Company identifies such information as being
non-public  information  and  provides  the  Investor,  such  advisors  and
representatives  with  the  opportunity  to  accept  or  refuse  to  accept such
non-public  information  for  review.  The  Company  may,  as  a  condition  to
disclosing any non-public information hereunder, require the Investor's advisors
and representatives to enter into a confidentiality agreement in form reasonably
satisfactory  to  the  Company  and  the  Investor.

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


                                   ARTICLE IX
                           CHOICE OF LAW/JURISDICTION


                                       55
<PAGE>
     Section  9.1     Governing  Law.  This  Agreement  shall be governed by and
                      --------------
interpreted  in accordance with the laws of the State of New York without regard
to  the  principles  of  conflict  of  laws.  The parties further agree that any
action  between  them  shall  be heard in New York City, New York, and expressly
consent  to  the jurisdiction and venue of the Supreme Court of New York and the
United  States  District  Court  for  the  Southern District of New York for the
adjudication  of  any  civil  action  asserted  pursuant  to  this  paragraph.


                                    ARTICLE X
                             ASSIGNMENT; TERMINATION

     Section  10.1     Assignment.  Neither this Agreement nor any rights of the
                       ----------
Company  hereunder  may be assigned to any other Person.  The provisions of this
Agreement  shall  inure to the benefit of, and be enforceable by, any transferee
of  the  Investor.  The Investor's interest in this Agreement may be assigned at
any  time,  in  whole  or  in part, to any other person or entity (including any
affiliate of the Investor) who agrees to make the representations and warranties
contained  in Article III and who agrees to be bound by the covenants of Article
V.

     Section  10.2     Termination.  The  obligations  of  the  Investor to make
                       -----------
Advances  under  Article  II  hereof  shall  terminate  30 months after the date
hereof.


                                   ARTICLE XI
                                     NOTICES


     Section  11.1     Notices.   Any  notices,  consents,  waivers,  or  other
                       -------
communications  required  or  permitted  to  be  given  under  the terms of this
Agreement  must be in writing and will be deemed to have been delivered (i) upon
receipt,  when  delivered personally; (ii) upon receipt, when sent by facsimile,
provided  a  copy  is  mailed  by U.S. certified mail, return receipt requested;
(iii)  three  (3)  days  after being sent by U.S. certified mail, return receipt
requested,  or  (iv)  one  (1)  day  after  deposit with a nationally recognized
overnight  delivery  service,  in  each  case properly addressed to the party to
receive  the  same.  The addresses and facsimile numbers for such communications
shall  be:

                                                  If to the Company, to:

                                                  FOREFRONT  INC.,
                                                  1413  S.  Howard
                                                  Suite  104
                                                  Tampa,  FL  33606
                                                  Attention:  Santu  Rohatgi
                                                  Telephone:  (813) 253-2267
                                                  Facsimile:  (813) 253-2287


                                       56
<PAGE>
If  to  the  Investor(s), to its address and facsimile number on Exhibit A, with
copies  to  the  Investor's counsel as set forth on Exhibit A.  Each party shall
provide  five (5) days' prior written notice to the other party of any change in
address  or  facsimile  number.


                                   ARTICLE XII
                                  MISCELLANEOUS

     Section  12.1     Counterparts.   This  Agreement may be executed in two or
                       ------------
more  identical  counterparts, all of which shall be considered one and the same
agreement  and shall become effective when counterparts have been signed by each
party  and  delivered  to  the  other party.  In the event any signature page is
delivered  by  facsimile  transmission,  the  party using such means of delivery
shall  cause  four  (4)  additional  original  executed  signature  pages  to be
physically  delivered  to  the other party within five (5) days of the execution
and  delivery  hereof

     Section  12.2     Entire  Agreement; Amendments.  This Agreement supersedes
                       -----------------------------
all other prior oral or written agreements between the Investor(s), the Company,
their  affiliates and persons acting on their behalf with respect to the matters
discussed  herein,  and  this  Agreement  and  the instruments referenced herein
contain  the  entire  understanding  of  the parties with respect to the matters
covered  herein  and  therein  and,  except  as specifically set forth herein or
therein,  neither  the  Company  nor  any  Investor  makes  any  representation,
warranty, covenant or undertaking with respect to such matters.  No provision of
this  Agreement  may be waived or amended other than by an instrument in writing
signed  by  the  party  to  be  charged  with  enforcement.

     Section  12.3     Reporting  Entity  for  the  Common Stock.  The reporting
                       -----------------------------------------
entity  relied upon for the determination of the trading price or trading volume
of  the Common Stock on any given Trading Day for the purposes of this Agreement
shall  be Bloomberg, L.P.  or any successor thereto.  The written mutual consent
of  the Investor and the Company shall be required to employ any other reporting
entity.

     Section  12.4     Fees  and  Expenses.  As set forth in the Placement Agent
                       -------------------
Agreement  entered  into  by the Company in connection herewith, the Company has
agreed  to  pay  the  following  fees:

          (a)     Legal Fees.     Each of the parties shall pay its own fees and
                  ----------
expenses (including the fees of any attorneys, accountants, appraisers or others
engaged  by  such  party) in connection with this Agreement and the transactions
contemplated hereby, except that the Company will pay the sum of Twelve Thousand
($12,000)  Dollars,  to Butler Gonzalez LLP for legal fees, in two installments,
$6,000  each  from  the  convertible  debenture transaction executed on the date
hereof  and  $6,000 from the Company's First Advance pursuant to this Agreement.
Subsequently  on each Advance Date, the Company will pay Butler Gonzalez LLP the
sum  of  Two  Hundred  and  Fifty  ($250)  Dollars  for  escrow  fees.


                                       57
<PAGE>
          (b)     Placement  Agent  Fees.  On  the  initial Advance Date and all
                  ----------------------
subsequent  Advance  Dates  the  Company shall pay the May Davis Group, Inc., as
cash  compensation,  an  amount equal to Four and one half percent (4.5%) of the
gross  proceeds of the Advance.  Upon initial Closing the Company shall issue to
the  May  Davis  Group  a  warrant  to  purchase  eight hundred and thirty three
thousand  three  hundred  and  thirty  threethousand  shares  (833,333)  of  the
Company's  Common  Stock exercisable at an exercise price of 110% of the Closing
Bid Price of the Company's Common Stock on the day of Closing.  Furthermore upon
Closing  the  Company  shall issue to the May Davis Group nine hundred and fifty
five thousand and fourty seven and one half (955,047.5) restricted shares of the
Company's  Common.  Upon  the  commencement  of  a subsequent $10,000,000 common
stock  purchase agreement pursuant to Section 2.1(b) herein, the May Davis Group
will  be  entitled  to  receive shares, warrants, and cash compensation equal in
number  and  terms  as  under  and  relating  to  this  Agreement.

     Section  12.5     Brokerage.  Each of the parties hereto represents that it
                       ---------
has  had  no  dealings  in  connection  with this transaction with any finder or
broker  who  will  demand payment of any fee or commission from the other party,
other  than the Placement Agent.  The Company on the one hand, and the Investor,
on  the  other  hand,  agree  to  indemnify the other against and hold the other
harmless  from  any  and  all  liabilities  to  any  person  claiming  brokerage
commissions  or  finder's  fees  on  account  of services purported to have been
rendered  on  behalf of the indemnifying party in connection with this Agreement
or  the  transactions  contemplated  hereby.

     Section  12.6     Confidentiality.  If  for  any  reason  the  transactions
                       ---------------
contemplated  by  this Agreement are not consummated, each of the parties hereto
shall  keep  confidential  any information obtained from any other party (except
information  publicly  available  or  in  such  party's domain prior to the date
hereof,  and except as required by court order) and shall promptly return to the
other  parties  all  schedules,  documents,  instruments,  work  papers or other
written information without retaining copies thereof, previously furnished by it
as  a  result  of  this  Agreement  or  in  connection  herein.



                            [SIGNATURE PAGE FOLLOWS]


                                       58
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties  hereto have caused this Line of Credit
Agreement  to  be  executed by the undersigned, thereunto duly authorized, as of
the  date  first  set  forth  above.

                              COMPANY:
                              FOREFRONT  INC.


                              By:  ________________________________
                              Name:
                              Title:

                              CORNELLL  CAPITAL  PARTNERS


                              By:  ________________________________
                              Name:  Mark  A.  Angelo
                              Title:  Fund  Manager


                                       59
<PAGE>
                                    EXHIBIT A


SCHEDULE  OF  INVESTORS
-----------------------

<TABLE>
<CAPTION>
                                INVESTOR ADDRESS      INVESTOR'S REPRESENTATIVES' ADDRESS
       INVESTOR NAME          AND FACSIMILE NUMBER          AND FACSIMILE NUMBER
---------------------------  -----------------------  -----------------------------------
<S>                          <C>                      <C>
 Cornelll Capital Partners    c/o McGuire Woods LLP   May Davis Group, Inc.
                             9 West 57th Street       One World Trade Center
                             Suite 1620               87th Floor
                             New York, NY 10019-2602  New York, NY  10048
                                                      (212) 775-8166
</TABLE>


                                       60
<PAGE>
                                    EXHIBIT B

                      ADVANCE NOTICE/COMPLIANCE CERTIFICATE
                      -------------------------------------

                                 FOREFRONT INC.


     The  undersigned,  ________________________________  hereby certifies, with
respect  to  the  sale  of  shares  of  Common  Stock  of Forefront Inc.,  ( the
"Company")  issuable  in  connection  with  this  Advance  Notice and Compliance
Certificate  dated ___________________ (the "Notice"), delivered pursuant to the
Line  Of  Credit  Agreement  (the  "Agreement"),  as  follows:

     1.     The  undersigned  is the duly elected Chief Executive Officer of the
Company.

     2.     The  representations  and warranties of the Company set forth in the
            Agreement  dated  as of ___________________ are true  and correct in
            all material respects as though made on and as of the date hereof.

     3.     The Company has performed in all material respects all covenants and
            agreements  to  be  performed  by  the  Company  on  or prior to the
            Advance Date related to  the Notice and has complied in all material
            respects  with  all  obligations  and  conditions contained  in  the
            Agreement.

     4.     The  Advance  requested  is  _____________________.

     The  undersigned  has  executed  this  Certificate  this  ____  day  of
_________________.



                                   FOREFRONT  INC.


                                      By:  ______________________________
                                           Name:
                                           Title:


                                       61
<PAGE>
                                SCHEDULE  2.7(A)


                                 FOREFRONT INC.


     The  undersigned  hereby  agrees  that  for a period commencing on the date
hereof  and  expiring on the termination of the Agreement dated ________________
between  Forefront  Inc.,   (the  "Company")  and  _______________________  (the
"Investor")  (the  "Lock-up  Period"),  he,  she  or  it  will  not, directly or
indirectly,  without  the  prior  written consent of the Investor, issue, offer,
agree  or  offer  to  sell,  sell,  grant an option for the purchase or sale of,
transfer,  pledge,  assign,  hypothecate,  distribute  or  otherwise encumber or
dispose  of  except  pursuant  to  Rule 144 of the General Rules and Regulations
under  the  Securities  Act  of  1933,  any securities of the Company, including
common  stock  or  options,  rights,  warrants  or  other securities underlying,
convertible  into,  exchangeable  or  exercisable for or evidencing any right to
purchase or subscribe for any common stock (whether or not beneficially owned by
the  undersigned),  or  any  beneficial  interest  therein  (collectively,  the
"Securities").

     In  order to enable the aforesaid covenants to be enforced, the undersigned
hereby  consents  to the placing of legends and/or stop-transfer orders with the
transfer agent of the Company's securities with respect to any of the Securities
registered  in  the  name  of  the  undersigned  or  beneficially  owned  by the
undersigned, and the undersigned hereby confirms the undersigned's investment in
the  Company.

Dated: _______________, 2000

                                        Signature


                                        ______________________________


                                        Address:
                                        City,  State,  Zip  Code:


                                        ______________________________
                                        Print  Social  Security  Number
                                        or  Taxpayer  I.D.  Number


                                       62
<PAGE>