Exhibit 4.1

                          SECURITIES PURCHASE AGREEMENT

         This Securities  Purchase  Agreement (this  "Agreement") is dated as of
January 17, 2005 among  United  Network  Marketing  Services,  Inc.,  a Delaware
corporation  (the  "Company"),  and each  purchaser  identified on the signature
pages hereto (each,  including its  successors  and assigns,  a "Purchaser"  and
collectively the "Purchasers").

         WHEREAS,  subject  to the  terms  and  conditions  set  forth  in  this
Agreement and pursuant to Section 4(2) of the Securities Act of 1933, as amended
(the "Securities Act") and Rule 506 promulgated thereunder,  the Company desires
to issue  and sell to each  Purchaser,  and each  Purchaser,  severally  and not
jointly,  desires to purchase  from the Company,  shares of Series B Convertible
Preferred Stock of the Company and Common Stock Purchase Warrants of the Company
on the Closing Date, as more fully described in this Agreement.

         WHEREAS,  the Company  intends to enter into an  Agreement  and Plan of
Merger among the Company, Knockout Acquisition Corp., a Delaware corporation and
a wholly owned subsidiary of the Company ("Merger Sub"), and The Knockout Group,
Inc., a Delaware corporation ("Knockout"), by which Knockout will merge with and
into Merger Sub and Knockout will be the surviving entity from the Merger.

         WHEREAS,  the Merger shall occur before the sale of the  Securities  by
the Company to the  Purchasers and the  Purchasers  are  accordingly  purchasing
Securities of the post-Merger Company under this Agreement.

         WHEREAS,  subsequent  to the Merger,  the  Company,  through its wholly
owned subsidiary, Knockout, will be engaged in the business of selling household
and automobile  cleaning products that are based on a proprietary  encapsulation
technology.

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

                                    ARTICLE I.
                                   DEFINITIONS

         1.1  Definitions.  In addition to the terms  defined  elsewhere in this
Agreement, the following terms have the meanings indicated in this Section 1.1:

                  "Action"  shall  have the  meaning  ascribed  to such  term in
         Section 3.1(j).

                  "Affiliate"  means any Person  that,  directly  or  indirectly
         through one or more intermediaries,  controls or is controlled by or is
         under  common  control  with a  Person,  as such  terms are used in and
         construed  under Rule 144 under the  Securities  Act. With respect to a
         Purchaser,  any investment fund or managed account that is managed on a

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         discretionary  basis by the same  investment  manager as such Purchaser
         will be deemed to be an Affiliate of such Purchaser.

                  "Closing"  means the closing of the  purchase  and sale of the
         Securities pursuant to Section 2.2.

                  "Closing  Date"  means  the date  when all of the  Transaction
         Documents  have been executed and delivered by the  applicable  parties
         thereto,   and  all  conditions   precedent  to  (i)  the   Purchasers'
         obligations  to pay the  Subscription  Amount  and (ii)  the  Company's
         obligations to deliver the Securities have been satisfied or waived.

                  "Commission" means the Securities and Exchange Commission.

                  "Common  Stock" means the common  stock of the Company,  $.001
         par value per share,  and any  securities  into which such common stock
         shall hereinafter have been reclassified into.

                  "Common Stock Equivalents" means any securities of the Company
         or the  Subsidiaries  which would  entitle the  Stockholder  thereof to
         acquire at any time Common Stock,  including  without  limitation,  any
         debt,  preferred stock, rights,  options,  warrants or other instrument
         that is at any time convertible into or exchangeable  for, or otherwise
         entitles the Stockholder thereof to receive, Common Stock.

                  "Company Counsel" means Sichenzia Ross Friedman Ference LLP.

                  "Conversion  Price"  shall  have the  meaning  as set forth in
         Section 2.7(b).

                  "Disclosure  Schedules" means the Disclosure  Schedules of the
         Company delivered concurrently herewith.

                   "Effective Date" means the date that the initial Registration
         Statement  filed by the  Company  pursuant to the  Registration  Rights
         Agreement is first declared effective by the Commission.

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

                  "Exempt  Issuance"  means the issuance of (a) shares of Common
         Stock or options to officers,  directors,  employees or  consultants of
         the  Company  pursuant  to any stock or option  plan duly  adopted by a
         majority of the members of the Board of  Directors  of the Company or a
         majority of the members of a committee  of  directors  established  for
         such purpose,  (b)  securities  upon the  conversion of any  securities
         issued hereunder,  convertible  securities,  options or warrants issued
         and  outstanding  on the date of this  Agreement,  provided  that  such
         securities  have not been amended  since the date of this  Agreement to
         increase  the  number of such  securities,  and (c)  securities  issued
         pursuant to acquisitions or strategic  transactions,  provided any such
         issuance  shall only be to a Person  which is,  itself or  through  its
         subsidiaries,  an operating company in a business  synergistic with the
         business of the Company and in which the Company  receives  benefits in
         addition  to  the  investment  of  funds,   but  shall  not  include  a


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         transaction  in which the Company is issuing  securities  primarily for
         the purpose of raising  capital or to an entity whose primary  business
         is investing in securities.

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

                  "Knockout  Offering"  shall  mean a private  placement  by The
         Knockout  Group,  Inc.,  a  Delaware  corporation  and a  wholly  owned
         subsidiary  of the  Company,  of up to an aggregate  of  $2,500,000  of
         Series C Convertible Preferred Stock of The Knockout Group, Inc., which
         shall have completed prior to the Closing Date.

                   "Liens" means a lien, charge, security interest, encumbrance,
         right of first refusal, preemptive right or other restriction.

                  "Material  Adverse Effect" shall have the meaning  assigned to
         such term in Section 3.1(b) hereof.

                  "Material  Permits"  shall have the  meaning  ascribed to such
         term in Section 3.1(m).

                  "Merger" shall mean the merger of The Knockout Group,  Inc., a
         Delaware  corporation,  with and into a wholly owned  subsidiary  ofthe
         Company.  "Person"  means an  individual or  corporation,  partnership,
         trust,  incorporated  or  unincorporated  association,  joint  venture,
         limited  liability  company,  joint stock  company,  government  (or an
         agency or subdivision thereof) or other entity of any kind.

                  "Preferred  Stock" means,  the Series B Convertible  Preferred
         Stock issued by the Company to the Purchasers hereunder, in the form of
         Exhibit A.

                  "Proceeding" means an action,  claim,  suit,  investigation or
         proceeding (including,  without limitation, an investigation or partial
         proceeding, such as a deposition), whether commenced or threatened.

                  "Registration  Rights Agreement" means the Registration Rights
         Agreement, dated the date hereof, among the Company and the Purchasers,
         in the form of Exhibit B attached hereto.

                  "Registration   Statement"  means  a  registration   statement
         meeting the requirements set forth in the Registration Rights Agreement
         and covering the resale of the  Underlying  Shares by each Purchaser as
         provided for in the Registration Rights Agreement.

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

                  "Rule  144"  means  Rule  144  promulgated  by the  Commission
         pursuant to the  Securities  Act, as such Rule may be amended from time


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         to time,  or any similar rule or  regulation  hereafter  adopted by the
         Commission having substantially the same effect as such Rule.

                  "Securities"  means the Preferred  Stock, the Warrants and the
         Underlying Shares.

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

                  "Subscription  Amount"  means,  as  to  each  Purchaser,   the
         aggregate amount to be paid for the Preferred Stock purchased hereunder
         as specified below such  Purchaser's name on the signature page of this
         Agreement  and next to the  heading  "Subscription  Amount,"  in United
         States Dollars and in immediately available funds.

                  "Subsidiary"  means any subsidiary of the Company as set forth
         on Schedule 3.1(a).

                  "Trading  Day" means a day on which the Common Stock is traded
         on a Trading Market.

                  "Trading  Market" means the following  markets or exchanges on
         which the Common  Stock is listed or quoted for  trading on the date in
         question:  the Nasdaq SmallCap Market, the American Stock Exchange, the
         New York Stock Exchange, the Nasdaq National Market or the OTC Bulletin
         Board.

                   "Transaction  Documents" means this Agreement,  the Warrants,
         the   Registration   Rights   Agreement,    the   Accredited   Investor
         Questionnaire  and  any  other  documents  or  agreements  executed  in
         connection with the transactions contemplated hereunder.

                  "Underlying  Shares" means the shares of Common Stock issuable
         upon: (i) conversion of the Preferred  Stock,  and (ii) exercise of the
         Warrants.

                  "Warrants"  means the Common Stock Purchase  Warrants,  in the
         form of  Exhibit  C,  delivered  to the  Purchasers  at the  Closing in
         accordance  with Section  2.3(a)(iii)  hereof,  which warrants shall be
         exercisable immediately upon issuance for a term of 5 years and have an
         exercise  price  equal to $2.25,  subject  to  adjustment  as  provided
         therein.

                                   ARTICLE II.
                                PURCHASE AND SALE

         2.1 Purchase Price.  The purchase price of the Preferred Stock shall be
$46.8933 per share (the "Purchase Price"). For each one share of Preferred Stock
purchased  hereunder,  each Purchaser will receive  sixteen (16) Warrants.  Each
Purchaser hereby agrees to purchase such number of shares of Preferred Stock and
Warrants for the aggregate  Subscription  Amount indicated on the signature page
hereto.

         2.2  Closing.  On the Closing  Date,  upon the terms and subject to the
conditions set forth herein,  concurrent with the execution and delivery of this
Agreement by the parties hereto,  the Company agrees to sell, and each Purchaser
agrees  to  purchase  in the  aggregate,  severally  and not  jointly,  at least


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$100,000  principal amount of the Preferred Stock and Warrants.  Notwithstanding
the above,  the Company may in its sole  discretion  accept  purchases less than
$100,000  principal  amount of the Preferred Stock and Warrants.  Each Purchaser
shall  deliver to an escrow  account  set up for the  benefit of the Company via
wire transfer or a certified  check  immediately  available funds equal to their
Subscription  Amount  and the  Company  shall  deliver to each  Purchaser  their
respective  Preferred Stock Certificates and Warrants as determined  pursuant to
Section 2.3(a) and the other items set forth in Section  2.3(a)  issuable at the
Closing.  Upon  satisfaction  of the  conditions  set forth in Section  2.3, the
Closing shall occur at the offices of the Company, or such other location as the
parties shall mutually agree.

         2.3 Deliveries.

         a)       On the Closing Date,  the Company shall deliver to the counsel
                  for  such  Purchasers  with  respect  to  each  Purchaser  the
                  following:

                  (i)      this Agreement duly executed by the Company;

                  (ii)     a Preferred Stock Certificate representing the number
                           of shares of  Preferred  Stock so  purchased,  in the
                           name of such Purchaser;

                  (iii)    within 3 Trading Days of the date hereof,  a Warrant,
                           registered in the name of such Purchaser, pursuant to
                           which such Purchaser  shall have the right to acquire
                           up to the number of shares of Common  Stock  equal to
                           ____________________; and

                  (iv)     the  Registration  Rights  Agreement duly executed by
                           the Company.

         b)       On the Closing Date,  each Purchaser shall deliver or cause to
                  be delivered to Company Counsel the following:

                  (i)      this Agreement duly executed by such Purchaser;

                  (ii)     such Purchaser's Subscription Amount by wire transfer
                           to an escrow account  established  for the benefit of
                           the Company and controlled by the Company;

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

                  (iv)     a completed Accredited Investor Questionnaire; and

                  (v)      a completed Form W-9 or W-8, as applicable.

         c)       On the Closing Date, the Company shall notify the escrow agent
                  to release the funds being held to the Company.


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<PAGE>

         2.4 Closing Conditions.

                  a)       The   obligations   of  the  Company   hereunder   in
                           connection  with  the  Closing  are  subject  to  the
                           following conditions being met:

                           (i)      the accuracy in all material  respects  when
                                    made  and  on  the   Closing   Date  of  the
                                    representations   and   warranties   of  the
                                    Purchasers contained herein;

                           (ii)     all obligations, covenants and agreements of
                                    the  Purchasers  required to be performed at
                                    or prior to the Closing Date shall have been
                                    performed;

                           (iii)    the delivery by the  Purchasers of the items
                                    set   forth  in   Section   2.3(b)  of  this
                                    Agreement; and

                           (iv)     the Company shall have completed the Merger.

                  b)       The   respective   obligations   of  the   Purchasers
                           hereunder in connection  with the Closing are subject
                           to the following conditions being met:

                           (i)      the accuracy in all material respects on the
                                    Closing  Date  of  the  representations  and
                                    warranties of the Company contained herein;

                           (ii)     all obligations, covenants and agreements of
                                    the Company  required to be  performed at or
                                    prior to the  Closing  Date  shall have been
                                    performed;

                           (iii)    the Company shall have completed the Merger;

                           (iv)     the delivery by the Company of the items set
                                    forth in Section  2.3(a) of this  Agreement;
                                    and

                           (v)      there  shall have been no  Material  Adverse
                                    Effect with respect to the Company since the
                                    date hereof.

         2.5      Dividends.

                  a)  Payment  of  Dividend  in  Cash.  The  Company  shall  pay
         dividends on the Preferred Stock at the rate of 10% per annum,  payable
         quarterly on January 1, April 1, July 1 and October 1, beginning  April
         1, 2005, in cash based on the stated value of all unconverted Preferred
         Stock.  The dividend  rate shall be subject to an  adjustment  based on
         Section 2.10, below. No dividends shall be paid on previously converted
         Preferred Stock.

                  b) Dividend Calculations. Dividends shall be calculated on the
         basis of a 360-day year and shall accrue daily  commencing  on the date
         hereof.


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<PAGE>

                  c) Late Fee.  All overdue  accrued and unpaid  dividends to be
         paid hereunder  shall entail a late fee at the rate of 18% per annum of
         such accrued and unpaid dividend, which will accrue daily from the date
         such  dividend  is due  hereunder  through  and  including  the date of
         payment.

         2.6  Investment  Representations.  The Preferred  Stock has been issued
subject  to  certain  investment  representations  set  forth  in  the  Purchase
Agreement  and may be  transferred  or  exchanged  only in  compliance  with the
Purchase  Agreement  and  applicable  federal  and  state  securities  laws  and
regulations.

         2.7. Conversion.

                  a) Mandatory Conversion.  Immediately after the Company amends
         its  Certificate  of  Incorporation  to  authorize  an  increase in the
         Company's  authorized  number of shares of Common Stock to a sufficient
         number of shares of Common Stock so that all shares of Preferred  Stock
         may be  converted  into  Common  Stock  (the  "Conversion  Date"),  the
         Preferred  Stock  shall  automatically  convert  into  fully  paid  and
         nonassessable  shares of Common Stock  (subject to the  limitations  on
         conversion  set  forth  in  this  Agreement).   Immediately  after  the
         Conversion Date, the Company shall cancel the Preferred Stock.

                  b) Conversion  Price.  Subject to Section 2.7, the  conversion
         price in effect on the  Conversion  Date shall  equal  $.2931 per share
         (the "Conversion Price").

                  c) Mechanics of Conversion

                           i.  Conversion  Shares  Issuable  Upon  Conversion of
                  Preferred Stock. The number of shares of Common Stock issuable
                  upon  a  conversion  hereunder  shall  be  determined  by  the
                  quotient  obtained  by  dividing  (x) the stated  value of the
                  Preferred Stock and (y) the Conversion Price.

                           ii. Fractional  Shares.  Upon a conversion  hereunder
                  the Company shall not be required to issue fractions of shares
                  of Common Stock, but may if otherwise  permitted,  make a cash
                  payment in respect of any final  fraction  of a share based on
                  the stated value of the Preferred Stock. If the Company elects
                  not, or is unable, to make such a cash payment,  the Purchaser
                  shall be entitled to receive, in lieu of the final fraction of
                  a share, one whole share of Common Stock.

         2.8. Certain Adjustments.

                  a) Subsequent Equity Sales. Other than an Exempt Issuance,  if
         the Company or any Subsidiary thereof, as applicable, at any time while
         the  Preferred  Stock is  outstanding,  shall issue any Common Stock or
         Common Stock Equivalent for a per share or conversion or exercise price
         per share which is less than the Conversion Price, then, and thereafter
         successively  upon each  such  issue,  the  Conversion  Price  shall be
         reduced to such other lower per share price.


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<PAGE>

                  b) Calculations. All calculations under this Section 2.8 shall
         be made to the nearest cent or the nearest  1/100th of a share,  as the
         case may be. The number of shares of Common  Stock  outstanding  at any
         given time shall not include shares of Common Stock owned or held by or
         for the account of the Company,  and the description of any such shares
         of Common Stock shall be  considered  on issue or sale of Common Stock.
         For  purposes of this Section 2.8, the number of shares of Common Stock
         deemed to be issued and outstanding as of a given date shall be the sum
         of the number of shares of Common Stock (excluding  treasury shares, if
         any) issued and outstanding.

                  c)  Adjustment to Conversion  Price.  Whenever the  Conversion
         Price is adjusted pursuant to this Section,  the Company shall promptly
         mail to each  Stockholder a notice setting forth the  Conversion  Price
         after such  adjustment and setting forth a brief statement of the facts
         requiring  such  adjustment.  If the  Company  issues a  variable  rate
         security,  the Company  shall be deemed to have issued  Common Stock or
         Common Stock Equivalents at the lowest possible  conversion or exercise
         price at which such securities may be converted or exercised.

         2.9.  Optional  Redemption.  At the option of the Company,  at any time
after March 31,  2005,  the Company may redeem all of the  Preferred  Stock at a
purchase  price  equal to the  stated  value of the  Preferred  Stock,  plus all
accrued, but unpaid dividends.  The Company shall give the Stockholders at least
10 days prior written notice of its intention to redeem the Preferred Stock.

         2.10.  Dividend  Adjustment.  In the event that the Preferred Stock has
not  converted  into Common  Stock  pursuant  to Section  2.7(a) or has not been
redeemed by the Company as described in Section 2.9,  above,  within 180 days of
the Closing Date, the dividend rate shall increase to 20% per annum.

                                   ARTICLE III.
                         REPRESENTATIONS AND WARRANTIES

         3.1 Representations and Warranties of the Company.  Except as set forth
in the Disclosure  Schedules,  which shall be deemed a part hereof,  the Company
hereby  makes  the  representations  and  warranties  set  forth  below  to each
Purchaser.

                  (a) Subsidiaries.  All of the direct and indirect subsidiaries
         of the Company are set forth in the Disclosure  Schedules.  The Company
         owns, directly or indirectly,  all of the capital stock or other equity
         interests of each Subsidiary  free and clear of any Liens,  and all the
         issued and  outstanding  shares of capital stock of each Subsidiary are
         validly  issued  and  are  fully  paid,   non-assessable  and  free  of
         preemptive and similar rights to subscribe for or purchase  securities.
         If the Company has no subsidiaries,  then references in the Transaction
         Documents to the Subsidiaries will be disregarded.

                  (b)  Organization and  Qualification.  Each of the Company and
         the Subsidiaries is an entity duly incorporated or otherwise organized,
         validly   existing  and  in  good  standing   under  the  laws  of  the


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         jurisdiction of its incorporation or organization (as applicable), with
         the  requisite  power and authority to own and use its  properties  and
         assets and to carry on its business as currently conducted. Neither the
         Company nor any  Subsidiary  is in  violation  or default of any of the
         provisions of its respective  certificate or articles of incorporation,
         bylaws  or  other  organizational  or  charter  documents.  Each of the
         Company and the  Subsidiaries is duly qualified to conduct business and
         is in good  standing as a foreign  corporation  or other entity in each
         jurisdiction in which the nature of the business  conducted or property
         owned  by it makes  such  qualification  necessary,  except  where  the
         failure to be so  qualified  or in good  standing,  as the case may be,
         could not have or  reasonably  be  expected to result in (i) a material
         adverse  effect on the  legality,  validity  or  enforceability  of any
         Transaction Documents, (ii) a material adverse effect on the results of
         operations,  assets, business,  prospects or financial condition of the
         Company  and the  Subsidiaries,  taken as a whole,  or (iii) a material
         adverse  effect on the  Company's  ability to  perform in any  material
         respect  on a  timely  basis  its  obligations  under  any  Transaction
         Document (any of (i), (ii) or (iii), a "Material  Adverse  Effect") and
         no Proceeding has been  instituted in any such  jurisdiction  revoking,
         limiting  or  curtailing  or seeking to revoke,  limit or curtail  such
         power and authority or qualification.

                  (c) Authorization;  Enforcement. The Company has the requisite
         corporate  power and  authority  to enter  into and to  consummate  the
         transactions  contemplated  by each of the  Transaction  Documents  and
         otherwise to carry out its  obligations  thereunder.  The execution and
         delivery of each of the  Transaction  Documents  by the Company and the
         consummation by it of the transactions  contemplated  thereby have been
         duly authorized by all necessary  action on the part of the Company and
         no further  action is required by the Company in  connection  therewith
         other than in connection with the Required Approvals.  Each Transaction
         Document has been (or upon  delivery  will have been) duly  executed by
         the Company and, when  delivered in  accordance  with the terms hereof,
         will  constitute  the  valid  and  binding  obligation  of the  Company
         enforceable against the Company in accordance with its terms except (i)
         as  limited  by  applicable  bankruptcy,  insolvency,   reorganization,
         moratorium and other laws of general application  affecting enforcement
         of creditors'  rights generally and (ii) as limited by laws relating to
         the availability of specific  performance,  injunctive  relief or other
         equitable remedies.

                  (d) No Conflicts.  The execution,  delivery and performance of
         the  Transaction  Documents by the Company and the  consummation by the
         Company of the other transactions  contemplated thereby do not and will
         not: (i) conflict with or violate any provision of the Company's or any
         Subsidiary's certificate or articles of incorporation,  bylaws or other
         organizational  or  charter  documents,   or  (ii)  conflict  with,  or
         constitute  a default (or an event that with notice or lapse of time or
         both would become a default) under,  result in the creation of any Lien
         upon any of the properties or assets of the Company or any  Subsidiary,
         or give to others any rights of termination, amendment, acceleration or
         cancellation  (with or without  notice,  lapse of time or both) of, any
         agreement,  credit  facility,  debt or other  instrument  (evidencing a
         Company or  Subsidiary  debt or otherwise)  or other  understanding  to
         which the Company or any Subsidiary is a party or by which any property
         or asset of the  Company or any  Subsidiary  is bound or  affected,  or
         (iii) subject to the Required  Approvals,  conflict with or result in a


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         violation of any law, rule, regulation,  order,  judgment,  injunction,
         decree or other  restriction of any court or governmental  authority to
         which the Company or a  Subsidiary  is subject  (including  federal and
         state  securities  laws and  regulations),  or by which any property or
         asset of the Company or a Subsidiary  is bound or  affected;  except in
         the case of each of clauses  (ii) and (iii),  such as could not have or
         reasonably be expected to result in a Material Adverse Effect.

                  (e)  Filings,  Consents  and  Approvals.  The  Company  is not
         required to obtain any consent, waiver, authorization or order of, give
         any notice to, or make any filing or  registration  with,  any court or
         other federal,  state, local or other  governmental  authority or other
         Person in connection  with the execution,  delivery and  performance by
         the  Company of the  Transaction  Documents,  other than (i) the filing
         with the  Commission  of the  Registration  Statement,  (ii) the notice
         and/or  application(s)  to  each  applicable  Trading  Market  for  the
         issuance  and  sale  of the  Preferred  Stock  and the  listing  of the
         Underlying  Shares for trading  thereon in the time and manner required
         thereby  and (iii) the  filing of Form D with the  Commission  and such
         filings as are required to be made under  applicable  state  securities
         laws (collectively, the "Required Approvals").

                  (f)  Issuance  of the  Securities.  The  Securities  are  duly
         authorized  and,  when  issued  and  paid  for in  accordance  with the
         applicable  Transaction  Documents,  will be duly and  validly  issued,
         fully paid and  nonassessable,  free and clear of all Liens  imposed by
         the Company  other than  restrictions  on transfer  provided for in the
         Transaction Documents. The Underlying Shares, when issued in accordance
         with the terms of the  Transaction  Documents,  will be validly issued,
         fully paid and  nonassessable,  free and clear of all Liens  imposed by
         the Company.  The Company has reserved from its duly authorized capital
         stock a number of shares of Common Stock for issuance of the Underlying
         Shares at least equal to the Common  Stock that would  result from full
         conversion of all Preferred  Stock on the date hereof.  The Company has
         not, and to the  knowledge of the Company,  no Affiliate of the Company
         has sold,  offered  for sale or  solicited  offers to buy or  otherwise
         negotiated  in respect of any  security (as defined in Section 2 of the
         Securities  Act) that would be integrated with the offer or sale of the
         Securities  in a manner that would require the  registration  under the
         Securities Act of the sale of the Securities to the Purchasers, or that
         would be  integrated  with  the  offer  or sale of the  Securities  for
         purposes of the rules and regulations of any Trading Market.

                  (g)  Capitalization.  The  capitalization of the Company is as
         set forth in the Disclosure  Schedules.  The Company has not issued any
         capital  stock other than  pursuant to the  exercise of employee  stock
         options under the Company's stock option plans,  the issuance of shares
         of Common Stock to employees  pursuant to the Company's  employee stock
         purchase plan and pursuant to the conversion or exercise of outstanding
         Common  Stock  Equivalents.  No Person has any right of first  refusal,
         preemptive  right,  right of  participation,  or any  similar  right to
         participate  in  the  transactions   contemplated  by  the  Transaction
         Documents. Except as set forth in the Disclosure Schedules, as a result
         of the purchase and sale of the  Securities,  there are no  outstanding
         options,  warrants, script rights to subscribe to, calls or commitments
         of any  character  whatsoever  relating  to, or  securities,  rights or
         obligations  convertible into or exchangeable for, or giving any Person


                                       10
<PAGE>

         any right to subscribe for or acquire,  any shares of Common Stock,  or
         contracts,  commitments,  understandings  or  arrangements by which the
         Company or any  Subsidiary  is or may become bound to issue  additional
         shares  of  Common  Stock,  or  securities  or  rights  convertible  or
         exchangeable  into shares of Common Stock. The issuance and sale of the
         Securities  will not  obligate  the  Company to issue  shares of Common
         Stock or other securities to any Person (other than the Purchasers) and
         will not result in a right of any Stockholder of Company  securities to
         adjust the  exercise,  conversion,  exchange  or reset price under such
         securities.  All of the  outstanding  shares  of  capital  stock of the
         Company are validly  issued,  fully paid and  nonassessable,  have been
         issued in compliance  with all federal and state  securities  laws, and
         none  of  such  outstanding  shares  was  issued  in  violation  of any
         preemptive  rights or  similar  rights  to  subscribe  for or  purchase
         securities.  No further  approval or  authorization of any Stockholder,
         the Board of  Directors  of the Company or others is  required  for the
         issuance and sale of the Securities.

                  (h) Financial Statements.  The audited financial statements of
         the Company as of and for the periods ended  December 31, 2003 and 2002
         have been prepared in accordance with United States generally  accepted
         accounting  principles applied on a consistent basis during the periods
         involved  ("GAAP"),  except  as  may be  otherwise  specified  in  such
         financial   statements  and  except  that  such   unaudited   financial
         statements  may not contain all footnotes  required by GAAP, and fairly
         present in all material respects the financial  position of the Company
         and its  consolidated  subsidiaries as of and for the dates thereof and
         the results of  operations  and cash flows for the periods  then ended,
         subject, in the case of unaudited  statements,  to normal,  immaterial,
         year-end audit adjustments.

                  (i) Material  Changes.  Except as described in the  Disclosure
         Schedules,  since the date of the latest fiscal year (i) there has been
         no  event,  occurrence  or  development  that  has  had or  that  could
         reasonably be expected to result in a Material Adverse Effect, (ii) the
         Company has not  incurred any  liabilities  (contingent  or  otherwise)
         other than (A) trade  payables  and  accrued  expenses  incurred in the
         ordinary  course of  business  consistent  with past  practice  and (B)
         liabilities  not required to be reflected  in the  Company's  financial
         statements  pursuant  to GAAP,  (iii) the  Company  has not altered its
         method of  accounting,  (iv) the Company  has not  declared or made any
         dividend or distribution of cash or other property to its  Stockholders
         or purchased, redeemed or made any agreements to purchase or redeem any
         shares of its  capital  stock and (v) the  Company  has not  issued any
         equity  securities  to  any  officer,  director  or  Affiliate,  except
         pursuant to existing Company stock option plans.

                  (j)  Litigation.  Other  than as set  forth in the  Disclosure
         Schedules,  there is no action,  suit,  inquiry,  notice of  violation,
         proceeding  or  investigation  pending  or,  to  the  knowledge  of the
         Company, threatened against or affecting the Company, any Subsidiary or
         any of their respective properties before or by any court,  arbitrator,
         governmental or administrative agency or regulatory authority (federal,
         state, county, local or foreign) (collectively,  an "Action") which (i)
         adversely   affects   or   challenges   the   legality,   validity   or
         enforceability of any of the Transaction Documents or the Securities or
         (ii) could, if there were an unfavorable  decision,  have or reasonably
         be expected to result in a Material Adverse Effect. Neither the Company


                                       11
<PAGE>

         nor any Subsidiary, nor any director or officer thereof, is or has been
         the  subject  of any  Action  involving  a  claim  of  violation  of or
         liability  under federal or state  securities laws or a claim of breach
         of  fiduciary  duty.  There has not been,  and to the  knowledge of the
         Company, there is not pending or contemplated, any investigation by the
         Commission  involving the Company or any current or former  director or
         officer of the Company.

                  (k) Labor  Relations.  No material labor dispute exists or, to
         the  knowledge of the Company,  is imminent  with respect to any of the
         employees of the Company  which could  reasonably be expected to result
         in a Material Adverse Effect.

                  (l) Compliance.  Neither the Company nor any Subsidiary (i) is
         in default under or in violation of (and no event has occurred that has
         not been  waived  that,  with  notice  or lapse of time or both,  would
         result in a default by the Company or any  Subsidiary  under),  nor has
         the Company or any Subsidiary  received notice of a claim that it is in
         default  under or that it is in violation  of, any  indenture,  loan or
         credit  agreement or any other agreement or instrument to which it is a
         party or by which it or any of its  properties is bound (whether or not
         such default or violation has been waived), (ii) is in violation of any
         order of any court,  arbitrator  or  governmental  body, or (iii) is in
         violation  of any  statute,  rule  or  regulation  of any  governmental
         authority, including without limitation all foreign, federal, state and
         local laws  applicable to its business except in each case as could not
         have a Material Adverse Effect.

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

                  (n) Title to Assets.  The  Company and the  Subsidiaries  have
         good and  marketable  title in fee simple to all real property owned by
         them  that  is  material  to  the  business  of  the  Company  and  the
         Subsidiaries  and good and  marketable  title in all personal  property
         owned by them that is material  to the  business of the Company and the
         Subsidiaries,  in each  case free and clear of all  Liens,  except  for
         Liens as do not materially affect the value of such property and do not
         materially  interfere with the use made and proposed to be made of such
         property by the Company and the  Subsidiaries and Liens for the payment
         of  federal,  state or other  taxes,  the  payment  of which is neither
         delinquent  nor subject to penalties.  Any real property and facilities
         held under lease by the Company and the  Subsidiaries  are held by them
         under valid, subsisting and enforceable leases of which the Company and
         the Subsidiaries are in compliance.

                  (o) Patents and Trademarks.  The Company and the  Subsidiaries
         have,  or  have  rights  to  use,  all  patents,  patent  applications,
         trademarks,   trademark  applications,   service  marks,  trade  names,
         copyrights, licenses and other similar rights necessary or material for


                                       12
<PAGE>

         use in  connection  with  their  respective  businesses  and  which the
         failure to so have could have a Material Adverse Effect  (collectively,
         the  "Intellectual  Property  Rights").  Neither  the  Company  nor any
         Subsidiary has received a written notice that the Intellectual Property
         Rights used by the Company or any Subsidiary violates or infringes upon
         the rights of any Person.  To the  knowledge of the  Company,  all such
         Intellectual  Property  Rights are enforceable and there is no existing
         infringement  by  another  Person of any of the  Intellectual  Property
         Rights of others.

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

                  (q) Transactions With Affiliates and Employees.  Except as set
         forth in the Disclosure Schedules, none of the officers or directors of
         the Company and, to the knowledge of the Company, none of the employees
         of the Company is presently a party to any transaction with the Company
         or any Subsidiary  (other than for services as employees,  officers and
         directors),  including  any  contract,  agreement or other  arrangement
         providing for the furnishing of services to or by, providing for rental
         of real  or  personal  property  to or  from,  or  otherwise  requiring
         payments to or from any officer,  director or such  employee or, to the
         knowledge of the Company, any entity in which any officer, director, or
         any  such  employee  has a  substantial  interest  or  is  an  officer,
         director,  trustee or partner,  in each case in excess of $50,000 other
         than  (i) for  payment  of  salary  or  consulting  fees  for  services
         rendered,  (ii)  reimbursement  for expenses  incurred on behalf of the
         Company and (iii) for other employee  benefits,  including stock option
         agreements under any stock option plan of the Company.

                  (r) Intentionally Omitted.

                  (s) Certain Fees.  Except for fees owed to Duncan  Capital LLC
         and/or the Wright Group in relation to this  Offering,  no brokerage or
         finder's fees or  commissions  are or will be payable by the Company to
         any broker,  financial advisor or consultant,  finder, placement agent,
         investment   banker,   bank  or  other   Person  with  respect  to  the
         transactions  contemplated by this Agreement. The Purchasers shall have
         no  obligation  with  respect to any fees or with respect to any claims
         made by or on behalf of other  Persons for fees of a type  contemplated
         in this Section  that may be due in  connection  with the  transactions
         contemplated by this Agreement.

                  (t) Private Placement. Assuming the accuracy of the Purchasers
         representations   and   warranties   set  forth  in  Section   3.2,  no
         registration  under the  Securities  Act is required  for the offer and


                                       13
<PAGE>

         sale of the Securities by the Company to the Purchasers as contemplated
         hereby.  The issuance  and sale of the  Securities  hereunder  does not
         contravene the rules and regulations of the Trading Market.

                  (u)  Investment  Company.  The  Company is not,  and is not an
         Affiliate  of,  and  immediately  after  receipt  of  payment  for  the
         Securities,  will not be or be an Affiliate of, an "investment company"
         within the meaning of the  Investment  Company Act of 1940, as amended.
         The Company  shall conduct its business in a manner so that it will not
         become subject to the Investment Company Act.

                  (v) Registration Rights. Except as set forth on the Disclosure
         Schedules,  and other than the  Purchasers,  no Person has any right to
         cause the Company to effect the  registration  under the Securities Act
         of any securities of the Company.

                  (w) Intentionally Omitted.

                  (x) Intentionally Omitted.

                  (y)  Disclosure.  All  disclosure  provided to the  Purchasers
         regarding the Company,  its business and the transactions  contemplated
         hereby, including the Disclosure Schedules to this Agreement, furnished
         by or on behalf of the Company with respect to the  representations and
         warranties  made  herein  are true and  correct  with  respect  to such
         representations  and warranties and do not contain any untrue statement
         of a material  fact or omit to state any  material  fact  necessary  in
         order  to  make  the   statements   made  therein,   in  light  of  the
         circumstances  under which they were made, not misleading.  The Company
         acknowledges  and  agrees  that no  Purchaser  makes  or has  made  any
         representations   or  warranties  with  respect  to  the   transactions
         contemplated  hereby other than those specifically set forth in Section
         3.2 hereof.

                  (z) No  Integrated  Offering.  Assuming  the  accuracy  of the
         Purchasers'  representations  and  warranties set forth in Section 3.2,
         neither the Company,  nor any of its affiliates,  nor any Person acting
         on its or their behalf has, directly or indirectly,  made any offers or
         sales of any  security  or  solicited  any offers to buy any  security,
         under circumstances that would cause this offering of the Securities to
         be integrated  with prior  offerings by the Company for purposes of the
         Securities  Act  or any  applicable  Stockholder  approval  provisions,
         including,  without limitation,  under the rules and regulations of any
         exchange or automated  quotation  system on which any of the securities
         of the Company are listed or designated.

                  (aa) Intentionally Omitted.

                  (bb)  Tax  Status.   Except  for   matters   that  would  not,
         individually  or in the  aggregate,  have or  reasonably be expected to
         result in a Material  Adverse  Effect,  the Company and each Subsidiary
         has filed all necessary federal, state and foreign income and franchise
         tax returns and has paid or accrued all taxes shown as due thereon, and
         the  Company  has no  knowledge  of a tax  deficiency  which  has  been
         asserted or threatened against the Company or any Subsidiary.


                                       14
<PAGE>

                  (cc) No General  Solicitation.  Neither  the  Company  nor any
         person  acting on behalf of the  Company has offered or sold any of the
         Securities by any form of general  solicitation or general advertising.
         The Company has offered the  Securities for sale only to the Purchasers
         and certain other "accredited investors" within the meaning of Rule 501
         under the Securities Act.

                  (dd) Foreign Corrupt  Practices.  Neither the Company,  nor to
         the  knowledge  of the  Company,  any agent or other  person  acting on
         behalf of the Company, has (i) directly or indirectly, used any corrupt
         funds  for  unlawful  contributions,   gifts,  entertainment  or  other
         unlawful  expenses related to foreign or domestic  political  activity,
         (ii) made any  unlawful  payment  to  foreign  or  domestic  government
         officials or employees or to any foreign or domestic  political parties
         or campaigns from corporate  funds,  (iii) failed to disclose fully any
         contribution  made by the Company (or made by any person  acting on its
         behalf of which the Company is aware)  which is in violation of law, or
         (iv)  violated in any  material  respect any  provision  of the Foreign
         Corrupt Practices Act of 1977, as amended.

                  (ee) Accountants.  Knockout is in the process of retaining BDO
         Seidman, LLP as its accountants. Knockout expects that such accountants
         will express their opinion with respect to the financial  statements of
         Knockout for the year ended December 31, 2003 and will provide a review
         of the financial  statements of Knockout for the period ended September
         30, 2004.

                  (ff) Intentionally Omitted.

                  (gg) Intentionally Omitted.

                  (hh)   Acknowledgment   Regarding   Purchasers'   Purchase  of
         Securities.  The  Company  acknowledges  and  agrees  that  each of the
         Purchasers  is  acting  solely  in  the  capacity  of an  arm's  length
         purchaser   with  respect  to  the   Transaction   Documents   and  the
         transactions contemplated hereby. The Company further acknowledges that
         no  Purchaser  is acting as a  financial  advisor or  fiduciary  of the
         Company (or in any similar capacity) with respect to this Agreement and
         the  transactions  contemplated  hereby  and any  advice  given  by any
         Purchaser  or any of their  respective  representatives  or  agents  in
         connection with this Agreement and the transactions contemplated hereby
         is merely incidental to the Purchasers' purchase of the Securities. The
         Company  further  represents  to  each  Purchaser  that  the  Company's
         decision  to enter into this  Agreement  has been  based  solely on the
         independent  evaluation of the transactions  contemplated hereby by the
         Company and its representatives.  The Company further acknowledges that
         in  addition  to  purchasing   Securities,   the  Purchasers  or  their
         affiliates  may directly or  indirectly  own Common Stock and Preferred
         Stock in the Company and that such  parties,  exercising  their  rights
         hereunder  may  adversely  impact  their other  holdings as well as the
         other equity Stockholders in the Company.


                                       15
<PAGE>

         3.2  Representations  and Warranties of the Purchasers.  Each Purchaser
hereby, for itself and for no other Purchaser, represents and warrants as of the
date hereof and as of the Closing Date to the Company as follows:

                  (a) Organization;  Authority.  Such Purchaser is an accredited
         investor  and in the case of an entity,  as opposed to and  individual,
         such entity is duly  organized,  validly  existing and in good standing
         under the laws of the jurisdiction of its organization with full right,
         corporate  or  partnership  power and  authority  to enter  into and to
         consummate the transactions  contemplated by the Transaction  Documents
         and otherwise to carry out its obligations  thereunder.  The execution,
         delivery  and  performance  by  such  Purchaser  of  the   transactions
         contemplated  by  this  Agreement  have  been  duly  authorized  by all
         necessary  corporate or similar  action on the part of such  Purchaser.
         Each Transaction Document to which it is a party has been duly executed
         by such  Purchaser,  and when delivered by such Purchaser in accordance
         with the terms hereof,  will  constitute the valid and legally  binding
         obligation of such Purchaser, enforceable against it in accordance with
         its terms,  except (i) as limited by general  equitable  principles and
         applicable bankruptcy, insolvency, reorganization, moratorium and other
         laws of general application  affecting enforcement of creditors' rights
         generally,  (ii) as limited by laws  relating  to the  availability  of
         specific performance, injunctive relief or other equitable remedies and
         (iii) insofar as  indemnification  and  contribution  provisions may be
         limited by applicable law.

                  (b) Purchaser Representation.  Such Purchaser understands that
         the Securities are "restricted securities" and have not been registered
         under the Securities Act or any applicable  state securities law and is
         acquiring the  Securities as principal for its own account and not with
         a view to or for  distributing or reselling such Securities or any part
         thereof,   has  no  present  intention  of  distributing  any  of  such
         Securities  and has no  arrangement  or  understanding  with any  other
         persons   regarding  the   distribution   of  such   Securities   (this
         representation and warranty not limiting such Purchaser's right to sell
         the Securities  pursuant to the Registration  Statement or otherwise in
         compliance with applicable  federal and state  securities  laws).  Such
         Purchaser is acquiring the Securities  hereunder in the ordinary course
         of its  business.  Such  Purchaser  does  not  have  any  agreement  or
         understanding,  directly or  indirectly,  with any Person to distribute
         any of the Securities.

                  (c) Purchaser  Status.  At the time such Purchaser was offered
         the Securities,  it was, and at the date hereof it is, and on each date
         it converts any  Preferred  Stock or exercises  any Warrants it will be
         either:  (i) an  "accredited  investor"  as defined in Rule  501(a)(1),
         (a)(2),  (a)(3),  (a)(7) or (a)(8) under the  Securities  Act or (ii) a
         "qualified  institutional  buyer" as defined in Rule 144A(a)  under the
         Securities  Act.  Such  Purchaser is not required to be registered as a
         broker-dealer under Section 15 of the Exchange Act.

                  (d) Experience of Such Purchaser. Such Purchaser, either alone
         or   together   with   its   representatives,   has   such   knowledge,
         sophistication  and experience in business and financial  matters so as
         to be capable  of  evaluating  the merits and risks of the  prospective
         investment in the Securities, and has so evaluated the merits and risks
         of such investment. Such Purchaser is able to bear the economic risk of


                                       16
<PAGE>

         an  investment in the  Securities  and, at the present time, is able to
         afford a complete loss of such investment.

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

                  (f)  Registration  Required.  Each Purchaser  hereby covenants
         with  the  Company  not to  make  any  sale of the  Securities  without
         complying with the  provisions  hereof and of the  Registration  Rights
         Agreement,  and without  effectively  causing the  prospectus  delivery
         requirement  under the  Securities  Act to be  satisfied  (unless  such
         Purchaser is selling such  Securities in a  transaction  not subject to
         the prospectus delivery  requirement),  and such Purchaser acknowledges
         that  the  certificates   evidencing  the  Underlying  Shares  will  be
         imprinted  with a  legend  that  prohibits  their  transfer  except  in
         accordance therewith.

                  The Company  acknowledges  and agrees that each Purchaser does
         not make or has not made any representations or warranties with respect
         to the transactions  contemplated  hereby other than those specifically
         set forth in this Section 3.2.

                                   ARTICLE IV.
                         OTHER AGREEMENTS OF THE PARTIES

         4.1 Transfer Restrictions.

                  (a) The Securities may only be disposed of in compliance  with
         state and federal  securities  laws. In connection with any transfer of
         Securities other than pursuant to an effective  registration  statement
         or Rule 144, to the  Company or to an  affiliate  of a Purchaser  or in
         connection with a pledge as contemplated in Section 4.1(b), the Company
         may require the transferor thereof to provide to the Company an opinion
         of counsel selected by the transferor and reasonably  acceptable to the
         Company,  the form and  substance of which  opinion shall be reasonably
         satisfactory to the Company,  to the effect that such transfer does not
         require   registration  of  such   transferred   Securities  under  the
         Securities Act. As a condition of transfer,  any such transferee  shall
         agree in writing to be bound by the terms of this  Agreement  and shall
         have  the  rights  of  a  Purchaser   under  this   Agreement  and  the
         Registration Rights Agreement.

                  (b) The  Purchasers  agree  to the  imprinting,  so long as is
         required by this Section  4.1(b),  of a legend on any of the Securities
         in the following form:

         NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES
         ARE  CONVERTIBLE  HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
         COMMISSION OR THE  SECURITIES  COMMISSION OF ANY STATE IN RELIANCE UPON
         AN EXEMPTION  FROM  REGISTRATION  UNDER THE  SECURITIES ACT OF 1933, AS
         AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR


                                       17
<PAGE>

         SOLD EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE
         SECURITIES  ACT OR PURSUANT TO AN  AVAILABLE  EXEMPTION  FROM,  OR IN A
         TRANSACTION  NOT  SUBJECT  TO,  THE  REGISTRATION  REQUIREMENTS  OF THE
         SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE  STATE SECURITIES LAWS
         AS EVIDENCED BY A LEGAL  OPINION OF COUNSEL TO THE  TRANSFEROR  TO SUCH
         EFFECT,  THE SUBSTANCE OF WHICH SHALL BE  REASONABLY  ACCEPTABLE TO THE
         COMPANY.  THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF
         THESE  SECURITIES MAY BE PLEDGED IN CONNECTION  WITH A BONA FIDE MARGIN
         ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

                  The Company  acknowledges and agrees that a Purchaser may from
         time to time pledge  pursuant to a bona fide  margin  agreement  with a
         registered broker-dealer or grant a security interest in some or all of
         the  Securities  to a  financial  institution  that  is an  "accredited
         investor"  as defined in Rule 501(a) under the  Securities  Act and who
         agrees  to be  bound  by the  provisions  of  this  Agreement  and  the
         Registration  Rights Agreement and, if required under the terms of such
         arrangement,  such Purchaser may transfer pledged or secured Securities
         to the pledgees or secured parties. Such a pledge or transfer would not
         be subject to approval  of the  Company  and no legal  opinion of legal
         counsel of the pledgee,  secured  party or pledgor shall be required in
         connection  therewith.  Further,  no notice  shall be  required of such
         pledge.  At the  appropriate  Purchaser's  expense,  the  Company  will
         execute  and  deliver  such  reasonable  documentation  as a pledgee or
         secured party of Securities may reasonably request in connection with a
         pledge or transfer of the Securities,  including, if the Securities are
         subject to registration  pursuant to the Registration Rights Agreement,
         the preparation and filing of any required prospectus  supplement under
         Rule 424(b)(3) under the Securities Act or other  applicable  provision
         of the  Securities  Act to  appropriately  amend  the  list of  Selling
         Stockholders thereunder.

                  (c)  Certificates  evidencing the Underlying  Shares shall not
         contain any legend  (including  the legend set forth in Section  4.1(b)
         hereof): (i) while a registration statement (including the Registration
         Statement)  covering the resale of such security is effective under the
         Securities  Act, or (ii) following any sale of such  Underlying  Shares
         pursuant to Rule 144, or (iii) if such  Underlying  Shares are eligible
         for sale  under Rule  144(k),  or (iv) if such  legend is not  required
         under applicable requirements of the Securities Act (including judicial
         interpretations   and  pronouncements   issued  by  the  staff  of  the
         Commission).  The  Company  shall  cause its  counsel  to issue a legal
         opinion to the Company's  transfer  agent  promptly after the Effective
         Date if required by the Company's  transfer agent to effect the removal
         of the legend  hereunder.  If all or any portion of the Preferred Stock
         is converted or exercised  (as  applicable)  at a time when there is an
         effective  registration statement to cover the resale of the Underlying
         Shares,  or if such Underlying  Shares may be sold under Rule 144(k) or
         if such legend is not otherwise required under applicable  requirements


                                       18
<PAGE>

         of the Securities Act (including judicial interpretations thereof) then
         such Underlying Shares shall be issued free of all legends. The Company
         agrees that following the Effective Date or at such time as such legend
         is no longer required under this Section 4.1(c), it will, no later than
         five Trading Days  following the delivery by a Purchaser to the Company
         or  the  Company's   transfer  agent  of  a  certificate   representing
         Underlying  Shares,  as  applicable,  issued with a restrictive  legend
         (such fifth Trading Day, the "Legend Removal  Date"),  deliver or cause
         to be  delivered  to such  Purchaser a  certificate  representing  such
         shares that is free from all restrictive and other legends. The Company
         may not make any  notation on its records or give  instructions  to any
         transfer agent of the Company that enlarge the restrictions on transfer
         set forth in this Section.

                  (d) Each  Purchaser,  severally and not jointly with the other
         Purchasers,  agrees  that the  removal of the  restrictive  legend from
         certificates  representing  Securities as set forth in this Section 4.1
         is predicated upon the Company's  reliance that the Purchaser will sell
         any Securities pursuant to either the registration  requirements of the
         Securities   Act,   including  any   applicable   prospectus   delivery
         requirements, or an exemption therefrom.

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

         4.3 Intentionally Omitted.

         4.4 Integration.  The Company shall not sell, offer for sale or solicit
offers to buy or  otherwise  negotiate in respect of any security (as defined in
Section 2 of the Securities Act) that would be integrated with the offer or sale
of the  Securities  in a manner that would  require the  registration  under the
Securities  Act of the sale of the Securities to the Purchasers or that would be
integrated  with the offer or sale of the  Securities  for purposes of the rules
and regulations of any Trading Market.

         4.5 Conversion and Exercise Procedures.  No additional legal opinion or
other information or instructions shall be required of the Purchasers to convert
their  Preferred  Stock or exercise  their  Warrants.  The  Company  shall honor
conversions  of the  Preferred  Stock and  exercise  of the  Warrants  and shall
deliver  Underlying  Shares in accordance  with the terms,  conditions  and time
periods set forth in the Transaction Documents.

         4.6 Intentionally Omitted.

         4.7  Stockholder  Rights Plan. No claim will be made or enforced by the
Company or, to the knowledge of the Company, any other Person that any Purchaser
is an "Acquiring  Person" under any  Stockholder  rights plan or similar plan or
arrangement in effect or hereafter adopted by the Company, or that any Purchaser


                                       19
<PAGE>

could be deemed to trigger the  provisions of any such plan or  arrangement,  by
virtue of  receiving  Securities  under the  Transaction  Documents or under any
other  agreement  between  the  Company and the  Purchasers.  The Company  shall
conduct  its  business  in a manner so that it will not  become  subject  to the
Investment Company Act.

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

         4.9 Use of Proceeds.  The Company  shall use the net proceeds  from the
sale  of  the  Securities   hereunder   substantially  in  accordance  with  the
description in the Disclosure Schedules attached hereto.

         4.10 Intentionally Omitted.

         4.11  Indemnification of Purchasers.  Subject to the provisions of this
Section  4.11,  the Company will  indemnify  and hold the  Purchasers  and their
directors,  officers,  stockholders,  partners,  employees and agents  (each,  a
"Purchaser Party") harmless from any and all losses,  liabilities,  obligations,
claims,  contingencies,  damages,  costs and expenses,  including all judgments,
amounts paid in  settlements,  court costs and  reasonable  attorneys'  fees and
costs of  investigation  that any such Purchaser  Party may suffer or incur as a
result  of or  relating  to (a)  any  breach  of  any  of  the  representations,
warranties,  covenants or agreements made by the Company in this Agreement or in
the  other  Transaction  Documents  or  (b)  any  action  instituted  against  a
Purchaser, or any of them or their respective Affiliates,  by any stockholder of
the Company who is not an  Affiliate of such  Purchaser,  with respect to any of
the transactions  contemplated by the Transaction  Documents (unless such action
is  based  upon a  breach  of such  Purchaser's  representation,  warranties  or
covenants  under the Transaction  Documents or any agreements or  understandings
such  Purchaser  may have with any such  stockholder  or any  violations  by the
Purchaser of state or federal  securities  laws or any conduct by such Purchaser
which constitutes fraud,  gross negligence,  willful misconduct or malfeasance).
If any action shall be brought  against any Purchaser  Party in respect of which
indemnity may be sought pursuant to this  Agreement,  such Purchaser Party shall
promptly notify the Company in writing,  and the Company shall have the right to
assume the defense thereof with counsel of its own choosing. Any Purchaser Party
shall  have  the  right to  employ  separate  counsel  in any  such  action  and
participate  in the defense  thereof,  but the fees and expenses of such counsel
shall be at the expense of such  Purchaser  Party  except to the extent that (i)
the  employment  thereof  has been  specifically  authorized  by the  Company in
writing, (ii) the Company has failed after a reasonable period of time to assume
such  defense  and to employ  counsel or (iii) in such  action  there is, in the
reasonable opinion of such separate counsel, a material conflict on any material
issue  between the  position of the Company and the  position of such  Purchaser
Party.  The  Company  will not be  liable  to any  Purchaser  Party  under  this
Agreement  (i) for any  settlement  by a Purchaser  Party  effected  without the
Company's prior written  consent,  which shall not be  unreasonably  withheld or
delayed;  or (ii) to the  extent,  but only to the  extent  that a loss,  claim,


                                       20
<PAGE>

damage or liability is  attributable  to any Purchaser  Party's breach of any of
the representations,  warranties, covenants or agreements made by the Purchasers
in this Agreement or in the other Transaction Documents.

         4.12 Reservation of Securities.

                  (a) The  Company  shall  maintain  a  reserve  from  its  duly
         authorized  shares  of  Common  Stock  for  issuance  pursuant  to  the
         Transaction  Documents in such amount as may be required to fulfill its
         obligations  in full under the  Transaction  Documents  (the  "Required
         Minimum").

                  (b) If, on any date,  the number of  authorized  but  unissued
         (and  otherwise  unreserved)  shares of  Common  Stock is less than the
         Required  Minimum  on such  date,  then the Board of  Directors  of the
         Company  shall  use  commercially   reasonable  efforts  to  amend  the
         Company's  certificate  or articles of  incorporation  to increase  the
         number of  authorized  but unissued  shares of Common Stock to at least
         the number of shares of Common  Stock that would  result  from the full
         conversion of the Preferred  Stock and exercise of the Warrants at such
         time,  as soon as possible and in any event not later than the 75th day
         after such date.

         4.13 Intentionally Omitted.

         4.14 Equal Treatment of Purchasers.  No consideration  shall be offered
or paid to any  person to amend or consent  to a waiver or  modification  of any
provision of any of the Transaction  Documents unless the same  consideration is
also  offered  to  all  of  the  parties  to  the  Transaction  Documents.   For
clarification  purposes,  this provision constitutes a separate right granted to
each Purchaser by the Company and negotiated  separately by each Purchaser,  and
is intended to treat for the Company the Preferred Stock Stockholders as a class
and shall not in any way be construed as the Purchasers  acting in concert or as
a group with respect to the  purchase,  disposition  or voting of  Securities or
otherwise.

         4.15 Most Favored Nation Provision.  Other than an Exempt Issuance,  if
at any time while the Preferred Stock is outstanding,  the Company issues Common
Stock or Common Stock  Equivalents to any Person at a per share or conversion or
exercise  price per  share  which is less than the  Conversion  Price,  then the
Company shall issue, for each such occasion,  additional  shares of Common Stock
to each  Purchaser  so that the  Conversion  Price is equal to such other  lower
price per share.

         4.16 Adjustment to Knockout Offering. The Purchasers hereby acknowledge
and  agree  that  upon  Closing,   investors  in  the  Knockout   Offering  will
automatically receive Warrants to purchase shares of Common Stock of the Company
in accordance with their respective subscription amount on the same terms of the
Warrants as set forth in this Agreement.


                                       21
<PAGE>

                                    ARTICLE V.
                                  MISCELLANEOUS

         5.1 Termination.  This Agreement may be terminated by any Purchaser, by
written notice to the other parties,  if the Closing has not been consummated on
or before January 31, 2005;  provided that no such  termination  will affect the
right of any party to sue for any breach by the other party (or parties).

         5.2 Legal  Fees.  Except  as  expressly  set  forth in the  Transaction
Documents  to the  contrary,  each party shall pay the fees and  expenses of its
advisers, counsel, accountants and other experts, if any, and all other expenses
incurred by such party  incident  to the  negotiation,  preparation,  execution,
delivery and performance of this  Agreement.  The Company shall pay all transfer
agent fees, stamp taxes and other taxes and duties levied in connection with the
issuance of any Securities.

         5.3 Entire  Agreement.  The  Transaction  Documents,  together with the
exhibits and schedules thereto,  contain the entire understanding of the parties
with respect to the subject matter hereof and supersede all prior agreements and
understandings, oral or written, with respect to such matters, which the parties
acknowledge have been merged into such documents, exhibits and schedules.

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

         5.5 Amendments;  Waivers.  No provision of this Agreement may be waived
or amended except in a written  instrument  signed, in the case of an amendment,
by the  Company  and each  Purchaser  or, in the case of a waiver,  by the party
against whom enforcement of any such waiver is sought.  No waiver of any default
with respect to any provision,  condition or requirement of this Agreement shall
be deemed to be a continuing  waiver in the future or a waiver of any subsequent
default or a waiver of any other provision, condition or requirement hereof, nor
shall any delay or omission of either party to exercise  any right  hereunder in
any manner impair the exercise of any such right.

         5.6 Construction.  The headings herein are for convenience only, do not
constitute a part of this  Agreement  and shall not be deemed to limit or affect
any of the provisions hereof. The language used in this Agreement will be deemed
to be the language chosen by the parties to express their mutual intent,  and no
rules of strict construction will be applied against any party.

         5.7  Successors and Assigns.  This Agreement  shall be binding upon and
inure to the benefit of the parties and their successors and permitted  assigns.
The Company may not assign this Agreement or any rights or obligations hereunder


                                       22
<PAGE>

without the prior written  consent of each  Purchaser.  Any Purchaser may assign
any or all of its  rights  under  this  Agreement  to any  Person  to whom  such
Purchaser  assigns or transfers any Securities,  provided such transferee agrees
in  writing to be bound,  with  respect to the  transferred  Securities,  by the
provisions hereof that apply to the "Purchasers".

         5.8 No  Third-Party  Beneficiaries.  This Agreement is intended for the
benefit of the parties  hereto and their  respective  successors  and  permitted
assigns and is not for the benefit of, nor may any provision  hereof be enforced
by, any other Person, except as otherwise set forth in Section 4.11.

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

         5.10 Survival.  The  representations  and warranties  contained  herein
shall survive the Closing and the delivery,  exercise  and/or  conversion of the
Securities, as applicable for the applicable statue of limitations.

         5.11  Execution.  This  Agreement  may  be  executed  in  two  or  more
counterparts,  all of which when taken  together shall be considered one and the
same agreement and shall become effective when  counterparts have been signed by
each party and  delivered  to the other  party,  it being  understood  that both
parties need not sign the same  counterpart.  In the event that any signature is
delivered by facsimile  transmission,  such  signature  shall create a valid and


                                       23
<PAGE>

binding  obligation of the party executing (or on whose behalf such signature is
executed)  with the same force and effect as if such  facsimile  signature  page
were an original thereof.

         5.12  Severability.  If any  provision of this  Agreement is held to be
invalid or unenforceable in any respect,  the validity and enforceability of the
remaining  terms  and  provisions  of  this  Agreement  shall  not in any way be
affected or impaired  thereby and the parties will attempt to agree upon a valid
and enforceable provision that is a reasonable substitute therefor,  and upon so
agreeing, shall incorporate such substitute provision in this Agreement.

         5.13 Rescission and Withdrawal Right.  Notwithstanding  anything to the
contrary  contained in (and  without  limiting  any similar  provisions  of) the
Transaction  Documents,  whenever  any  Purchaser  exercises a right,  election,
demand or option  under a  Transaction  Document and the Company does not timely
perform its related  obligations within the periods therein provided,  then such
Purchaser may rescind or withdraw, in its sole discretion from time to time upon
written notice to the Company, any relevant notice,  demand or election in whole
or in part  without  prejudice  to its  future  actions  and  rights;  provided,
however, in the case of a rescission of a conversion of the Preferred Stock, the
Purchaser  shall be required to return any shares of Common Stock subject to any
such rescinded conversion or exercise notice.

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

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

         5.16 Intentionally Omitted.

         5.17 Intentionally Omitted.

         5.18  Independent  Nature of Purchasers'  Obligations  and Rights.  The
obligations of each Purchaser under any Transaction Document are several and not
joint with the  obligations of any other  Purchaser,  and no Purchaser  shall be
responsible  in any way for the  performance  of the  obligations  of any  other
Purchaser under any Transaction  Document.  Nothing  contained  herein or in any
Transaction  Document,  and no action taken by any Purchaser  pursuant  thereto,
shall be deemed to constitute the Purchasers as a partnership, an association, a


                                       24
<PAGE>

joint  venture  or any other kind of entity,  or create a  presumption  that the
Purchasers  are in any way acting in concert or as a group with  respect to such
obligations or the transactions  contemplated by the Transaction Document.  Each
Purchaser  shall be  entitled to  independently  protect and enforce its rights,
including without  limitation the rights arising out of this Agreement or out of
the other  Transaction  Documents,  and it shall not be necessary  for any other
Purchaser  to be  joined  as an  additional  party  in any  proceeding  for such
purpose.  Each Purchaser has been  represented by its own separate legal counsel
in their review and  negotiation of the  Transaction  Documents.  For reasons of
administrative  convenience only,  Purchasers and their respective  counsel have
chosen to  communicate  with the Company  through  Duncan  Capital  LLC.  Duncan
Capital  LLC does not  represent  all of the  Purchasers  but only  itself.  The
Company  has  elected  to  provide  all  Purchasers  with  the  same  terms  and
Transaction  Documents for the convenience of the Company and not because it was
required or requested to do so by the Purchasers.

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



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       25
<PAGE>

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

UNITED NETWORK MARKETING SERVICES, INC.       Address for Notice:
                                              -------------------


/s/ John Bellamy                              100 W. Whitehall Ave.
------------------------------
Name: John Bellamy                            Northlake, IL 60164
Title: Chief Executive Officer

                                              Telephone: (708) 273-6900
                                              Facsimile: (708) 273-6901

With a copy to (which shall not
constitute notice):

Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, NY 10018                            Telephone: (212) 930-9700
                                              Facsimile: (212) 930-9725

                                              Attention: Gregory Sichenzia, Esq.



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


                                       26
<PAGE>

[PURCHASER SIGNATURE PAGES TO UNITED NETWORK MARKETING SERVICES, INC. SECURITIES
                               PURCHASE AGREEMENT]

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


Name of Investor: Dr. Donald Adams
                  --------------------------------------------------------------
Signature of Authorized Signatory(if Investor is an Entity): /s/ Donald E. Adams
                                                             -------------------
Name of Authorized Signatory:
                              --------------------------------------------------
Title of Authorized Signatory:
                               -------------------------------------------------
Email Address of Authorized Entity:
                                    --------------------------------------------

Address for Notice of Investor:



Address for Delivery of Securities for Investor (if not same as above):




Subscription Amount: $50,000
Shares of Preferred Stock: 1,066
Warrants: 17,056
Social Security Number (EIN Number if Investor is an Entity):


                           [SIGNATURE PAGES CONTINUE]



                                       27
<PAGE>

[PURCHASER SIGNATURE PAGES TO UNITED NETWORK MARKETING SERVICES, INC. SECURITIES
                               PURCHASE AGREEMENT]

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


Name of Investor: Daniel Borislow
                  --------------------------------------------------------------
Signature of Authorized Signatory(if Investor is an Entity): /s/ Daniel Borislow
                                                             -------------------
Name of Authorized Signatory:
                              --------------------------------------------------
Title of Authorized Signatory:
                               -------------------------------------------------
Email Address of Authorized Entity:
                                    --------------------------------------------

Address for Notice of Investor:
830 S. Ocean Blvd
Palm Beach, FL  33480

Address for Delivery of Securities for Investor (if not same as above):





Subscription Amount:  $200,000
Shares of Preferred Stock: 4,264
Warrants:  68,224
Social Security Number (EIN Number if Investor is an Entity):


                           [SIGNATURE PAGES CONTINUE]


                                       27
<PAGE>

[PURCHASER SIGNATURE PAGES TO UNITED NETWORK MARKETING SERVICES, INC. SECURITIES
                               PURCHASE AGREEMENT]

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


Name of Investor: Christian Brunschweiler       Erica Brunschweiler
                  --------------------------------------------------------------
Signature of Authorized Signatory(if Investor is an Entity):
                                                    /s/ Christian Brunschweiler
                                                    ----------------------------
                                                    /s/ Erica Brunschweiler
                                                    ----------------------------
Name of Authorized Signatory:
                              --------------------------------------------------
Title of Authorized Signatory:
                               -------------------------------------------------
Email Address of Authorized Entity:
                                    --------------------------------------------

Address for Notice of Investor:



Address for Delivery of Securities for Investor (if not same as above):





Subscription Amount: $50,000
Shares of Preferred Stock: 1,066
Warrants: 17,056
Social Security Number (EIN Number if Investor is an Entity):


                           [SIGNATURE PAGES CONTINUE]



                                       27
<PAGE>

[PURCHASER SIGNATURE PAGES TO UNITED NETWORK MARKETING SERVICES, INC. SECURITIES
                               PURCHASE AGREEMENT]

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


Name of Investor: Tristan Kim
                  --------------------------------------------------------------
Signature of Authorized Signatory(if Investor is an Entity): /s/ Tristan Kim
                                                             -------------------
Name of Authorized Signatory:
                              --------------------------------------------------
Title of Authorized Signatory:
                               -------------------------------------------------
Email Address of Authorized Entity: Tristan.kim@yahoo.com
                                    --------------------------------------------

Address for Notice of Investor:
110 Dutchtown Harlingen Road
Belle Mead, NJ 08502

Address for Delivery of Securities for Investor (if not same as above):





Subscription Amount:  $25,000
Shares of Preferred Stock:  533
Warrants:  8,528
Social Security Number (EIN Number if Investor is an Entity):


                           [SIGNATURE PAGES CONTINUE]



                                       27
<PAGE>

[PURCHASER SIGNATURE PAGES TO UNITED NETWORK MARKETING SERVICES, INC. SECURITIES
                               PURCHASE AGREEMENT]

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


Name of Investor: MSR Consultants, Inc.
                  --------------------------------------------------------------
Signature of Authorized Signatory(if Investor is an Entity): /s/ Michael Rakusin
                                                             -------------------
Name of Authorized Signatory: Michael Rakusin
                              --------------------------------------------------
Title of Authorized Signatory:
                               -------------------------------------------------
Email Address of Authorized Entity:
                                    --------------------------------------------


Address for Notice of Investor:



Address for Delivery of Securities for Investor (if not same as above):





Subscription Amount:  $80,000
Shares of Preferred Stock:  1,706
Warrants:  27,296
Social Security Number (EIN Number if Investor is an Entity):


                           [SIGNATURE PAGES CONTINUE]



                                       27
<PAGE>

[PURCHASER SIGNATURE PAGES TO UNITED NETWORK MARKETING SERVICES, INC. SECURITIES
                               PURCHASE AGREEMENT]

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


Name of Investor: Dr. Dave Ruggieri & Victoria Ruggieri
                  --------------------------------------------------------------
Signature of Authorized Signatory(if Investor is an Entity): /s/ Dave Ruggieri
                                                             -------------------
                                                           /s/ Victoria Ruggieri
                                                           ---------------------
Name of Authorized Signatory:
                              --------------------------------------------------
Title of Authorized Signatory:
                               -------------------------------------------------
Email Address of Authorized Entity:
                                    --------------------------------------------


Address for Notice of Investor:



Address for Delivery of Securities for Investor (if not same as above):





Subscription Amount: $50,000
Shares of Preferred Stock:  1,066
Warrants:  17,056
Social Security Number (EIN Number if Investor is an Entity):


                           [SIGNATURE PAGES CONTINUE]



                                       27
<PAGE>

[PURCHASER SIGNATURE PAGES TO UNITED NETWORK MARKETING SERVICES, INC. SECURITIES
                               PURCHASE AGREEMENT]

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


Name of Investor: Stanley Skriloff
                  --------------------------------------------------------------
Signature of Authorized Signatory(if Investor is an Entity):
                                                            /s/ Stanley Skriloff
                                                            --------------------
Name of Authorized Signatory:
                              --------------------------------------------------
Title of Authorized Signatory:
                               -------------------------------------------------
Email Address of Authorized Entity: stan@broadwayfamous.com
                                    --------------------------------------------

Address for Notice of Investor:
320 West 78th Street, Apt 1R
New York,  NY  10024

Address for Delivery of Securities for Investor (if not same as above):





Subscription Amount: $10,000
Shares of Preferred Stock:  213
Warrants: 3,408
Social Security Number (EIN Number if Investor is an Entity):


                           [SIGNATURE PAGES CONTINUE]



                                       27
<PAGE>

[PURCHASER SIGNATURE PAGES TO UNITED NETWORK MARKETING SERVICES, INC. SECURITIES
                               PURCHASE AGREEMENT]

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


Name of Investor: TCMP3 Partners
                  --------------------------------------------------------------
Signature of Authorized Signatory(if Investor is an Entity):
                                                           /s/ Steven E. Slawson
                                                           ---------------------
Name of Authorized Signatory: Steven E. Slawson
                              --------------------------------------------------
Title of Authorized Signatory: Principal
                               -------------------------------------------------
Email Address of Authorized Entity: sslawson@titancap.org
                                    --------------------------------------------

Address for Notice of Investor:
Titan Capital Management
7 Century Drive, Suite 201
Parsippany,  NJ  07054


Address for Delivery of Securities for Investor (if not same as above):





Subscription Amount:  $150,000
Shares of Preferred Stock:  3,199
Warrants:  51,184
Social Security Number (EIN Number if Investor is an Entity):


                           [SIGNATURE PAGES CONTINUE]



                                       27
<PAGE>

[PURCHASER SIGNATURE PAGES TO UNITED NETWORK MARKETING SERVICES, INC. SECURITIES
                               PURCHASE AGREEMENT]

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


Name of Investor: Joseph Serrano & Pilar Serrano
                  --------------------------------------------------------------
Signature of Authorized Signatory(if Investor is an Entity): /s/ Joseph Serrano
                                                             -------------------
                                                             /s/ Pilar Serrano
                                                             -------------------
Name of Authorized Signatory:
                              --------------------------------------------------
Title of Authorized Signatory:
                              --------------------------------------------------
Email Address of Authorized Entity:
                                    --------------------------------------------

Address for Notice of Investor:




Address for Delivery of Securities for Investor (if not same as above):





Subscription Amount: $20,000
Shares of Preferred Stock: 427
Warrants: 6,832
Social Security Number (EIN Number if Investor is an Entity):


                           [SIGNATURE PAGES CONTINUE]



                                       27
<PAGE>

[PURCHASER SIGNATURE PAGES TO UNITED NETWORK MARKETING SERVICES, INC. SECURITIES
                              PURCHASE AGREEMENT]

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


Name of Investor: Peter Sivaslian & Lillian Sivaslian
                  --------------------------------------------------------------
Signature of Authorized Signatory(if Investor is an Entity): /s/ Peter Sivaslian
                                                             -------------------
                                                           /s/ Lillian Sivaslian
                                                           ---------------------
Name of Authorized Signatory:
                              --------------------------------------------------
Title of Authorized Signatory:
                               -------------------------------------------------
Email Address of Authorized Entity:
                                   ---------------------------------------------

Address for Notice of Investor:



Address for Delivery of Securities for Investor (if not same as above):




Subscription Amount:  $95,000
Shares of Preferred Stock:  2,026
Warrants:  32,416
Social Security Number (EIN Number if Investor is an Entity):


                           [SIGNATURE PAGES CONTINUE]



                                       27
<PAGE>

[PURCHASER SIGNATURE PAGES TO UNITED NETWORK MARKETING SERVICES, INC. SECURITIES
                               PURCHASE AGREEMENT]

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


Name of Investor: Seth Tobias
                  --------------------------------------------------------------
Signature of Authorized Signatory(if Investor is an Entity): /s/ Seth Tobias
                                                             -------------------
Name of Authorized Signatory:
                              --------------------------------------------------
Title of Authorized Signatory:
                               -------------------------------------------------
Email Address of Authorized Entity:
                                    --------------------------------------------

Address for Notice of Investor:
Seth Tobias
c/o Tobias Brothers
157 East 53rd Street, Suite 5503
New York,  NY  10022


Address for Delivery of Securities for Investor (if not same as above):





Subscription Amount: $100,000
Shares of Preferred Stock: 2,133
Warrants:  34,128
Social Security Number (EIN Number if Investor is an Entity):


                           [SIGNATURE PAGES CONTINUE]



                                       27
<PAGE>

[PURCHASER SIGNATURE PAGES TO UNITED NETWORK MARKETING SERVICES, INC. SECURITIES
                               PURCHASE AGREEMENT]

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


Name of Investor: Tricia Tobias
                  --------------------------------------------------------------
Signature of Authorized Signatory(if Investor is an Entity): /s/ Tricia Tobias
                                                             -------------------
Name of Authorized Signatory:
                              --------------------------------------------------
Title of Authorized Signatory:
                               -------------------------------------------------
Email Address of Authorized Entity:
                                    --------------------------------------------

Address for Notice of Investor:
131 Garfield Avenue
Avon,  NJ  07717



Address for Delivery of Securities for Investor (if not same as above):





Subscription Amount:  $15,000
Shares of Preferred Stock: 320
Warrants:  5,120
Social Security Number (EIN Number if Investor is an Entity):


                           [SIGNATURE PAGES CONTINUE]



                                       27
<PAGE>

[PURCHASER SIGNATURE PAGES TO UNITED NETWORK MARKETING SERVICES, INC. SECURITIES
                               PURCHASE AGREEMENT]

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


Name of Investor: Herbert Welch
                  --------------------------------------------------------------
Signature of Authorized Signatory(if Investor is an Entity): /s/ Herbert Welch
                                                             -------------------
Name of Authorized Signatory:
                              --------------------------------------------------
Title of Authorized Signatory:
                               -------------------------------------------------
Email Address of Authorized Entity:
                                    --------------------------------------------

Address for Notice of Investor:



Address for Delivery of Securities for Investor (if not same as above):





Subscription Amount:  $50,000
Shares of Preferred Stock: 1,066
Warrants:  17,056
Social Security Number (EIN Number if Investor is an Entity):


                           [SIGNATURE PAGES CONTINUE]



                                       27
<PAGE>

[PURCHASER SIGNATURE PAGES TO UNITED NETWORK MARKETING SERVICES, INC. SECURITIES
                               PURCHASE AGREEMENT]

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


Name of Investor: Cornell Capital Partners, LP
                  --------------------------------------------------------------
Signature of Authorized Signatory(if Investor is an Entity): /s/ Mark Angelo
                                                             -------------------
Name of Authorized Signatory: Mark Angelo
                              --------------------------------------------------
Title of Authorized Signatory: Portfolio Manager of Yorkville Advisors, LLC, the
                               General Partner of the Investor
                               -------------------------------------------------
Email Address of Authorized Entity: mangelo@cornellcapital.com
                                    --------------------------------------------

Address for Notice of Investor:
         101 Hudson Street, Suite 3700
         Jersey City, NJ 07302

Address for Delivery of Securities for Investor (if not same as above):





Subscription Amount:  $300,000
Shares of Preferred Stock:  6,398
Warrants:  102,368
Social Security Number (EIN Number if Investor is an Entity):


                           [SIGNATURE PAGES CONTINUE]



                                       27
<PAGE>

[PURCHASER SIGNATURE PAGES TO UNITED NETWORK MARKETING SERVICES, INC. SECURITIES
                               PURCHASE AGREEMENT]

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


Name of Investor: Highgate House Funds, Ltd.
                  --------------------------------------------------------------
Signature of Authorized Signatory(if Investor is an Entity): /s/ Mark Angelo
                                                             -------------------
Name of Authorized Signatory: Mark Angelo
                              --------------------------------------------------
Title of Authorized Signatory:
                              --------------------------------------------------
Email Address of Authorized Entity: mangelo@cornellcapital.com
                                    --------------------------------------------

Address for Notice of Investor:




Address for Delivery of Securities for Investor (if not same as above):
         101 Hudson Street, Suite 3700
         Jersey City, NJ 07302

Subscription Amount:  $300,000
Shares of Preferred Stock:  6,398
Warrants:  102,368
Social Security Number (EIN Number if Investor is an Entity):


                           [SIGNATURE PAGES CONTINUE]



                                       27
<PAGE>

[PURCHASER SIGNATURE PAGES TO UNITED NETWORK MARKETING SERVICES, INC. SECURITIES
                               PURCHASE AGREEMENT]

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


Name of Investor: Scott DiClaudio
                  --------------------------------------------------------------
Signature of Authorized Signatory(if Investor is an Entity): /s/ Scott DiClaudio
                                                             -------------------
Name of Authorized Signatory:
                              --------------------------------------------------
Title of Authorized Signatory:
                               -------------------------------------------------
Email Address of Authorized Entity:
                                    --------------------------------------------

Address for Notice of Investor:
         109 Sawgrass Drive
         Blue Bell, PA 19422


Address for Delivery of Securities for Investor (if not same as above):





Subscription Amount: $30,000
Shares of Preferred Stock: 640
Warrants: 10,240
Social Security Number (EIN Number if Investor is an Entity):


                           [SIGNATURE PAGES CONTINUE]



                                       27
<PAGE>

[PURCHASER SIGNATURE PAGES TO UNITED NETWORK MARKETING SERVICES, INC. SECURITIES
                               PURCHASE AGREEMENT]

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


Name of Investor: Mary V. Hayes
                  --------------------------------------------------------------
Signature of Authorized Signatory(if Investor is an Entity): /s/ Mary V. Hayes
                                                             -------------------
Name of Authorized Signatory:
                              --------------------------------------------------
Title of Authorized Signatory:
                               -------------------------------------------------
Email Address of Authorized Entity:
                                    --------------------------------------------

Address for Notice of Investor:
         912 Cornell Avenue
         Drexel Hill, PA 19026


Address for Delivery of Securities for Investor (if not same as above):





Subscription Amount: $10,000
Shares of Preferred Stock: 213
Warrants: 3,408
Social Security Number (EIN Number if Investor is an Entity):


                           [SIGNATURE PAGES CONTINUE]



                                       27
<PAGE>

[PURCHASER SIGNATURE PAGES TO UNITED NETWORK MARKETING SERVICES, INC. SECURITIES
                               PURCHASE AGREEMENT]

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


Name of Investor: SGN
                  --------------------------------------------------------------
Signature of Authorized Signatory(if Investor is an Entity): /s/ Gina M. Reutter
                                                             -------------------
Name of Authorized Signatory: Gina M. Reutter
                              --------------------------------------------------
Title of Authorized Signatory: Vice-President
                               -------------------------------------------------
Email Address of Authorized Entity: ginareutter@aol.com
                                    --------------------------------------------

Address for Notice of Investor:
         276 Ticonderogo Blvd
         Freehold, NJ 07728


Address for Delivery of Securities for Investor (if not same as above):





Subscription Amount: $20,000
Shares of Preferred Stock: 427
Warrants: 6,832
Social Security Number (EIN Number if Investor is an Entity):


                           [SIGNATURE PAGES CONTINUE]



                                       27
<PAGE>

[PURCHASER SIGNATURE PAGES TO UNITED NETWORK MARKETING SERVICES, INC. SECURITIES
                               PURCHASE AGREEMENT]

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


Name of Investor: Robert W. VanHellemont
                  --------------------------------------------------------------
Signature of Authorized Signatory(if Investor is an Entity):
                                                      /s/ Robert W. VanHellemont
                                                      --------------------------
Name of Authorized Signatory:
                              --------------------------------------------------
Title of Authorized Signatory:
                               -------------------------------------------------
Email Address of Authorized Entity: RVANHELLEMONT@VARILEASE.COM
                                    --------------------------------------------

Address for Notice of Investor:
         200 Barton Ave
         Palm Beach, FL 33480


Address for Delivery of Securities for Investor (if not same as above):





Subscription Amount: $50,000
Shares of Preferred Stock: 1,066
Warrants: 17,056
Social Security Number (EIN Number if Investor is an Entity):


                           [SIGNATURE PAGES CONTINUE]



                                       27
<PAGE>

[PURCHASER SIGNATURE PAGES TO UNITED NETWORK MARKETING SERVICES, INC. SECURITIES
                               PURCHASE AGREEMENT]

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


Name of Investor: Marc Sherman
                  --------------------------------------------------------------
Signature of Authorized Signatory(if Investor is an Entity): /s/ Marc Sherman
                                                             -------------------
Name of Authorized Signatory:
                              --------------------------------------------------
Title of Authorized Signatory:
                               -------------------------------------------------
Email Address of Authorized Entity: Marc Sherman@QSQI.com
                                    --------------------------------------------

Address for Notice of Investor:
         400 Roya Palmway Suite 302
         Palm Beach, FL 33480


Address for Delivery of Securities for Investor (if not same as above):





Subscription Amount: $50,000 USD
Shares of Preferred Stock: 1,066
Warrants: 17,056
Social Security Number (EIN Number if Investor is an Entity):


                           [SIGNATURE PAGES CONTINUE]



                                       27
<PAGE>

[PURCHASER SIGNATURE PAGES TO UNITED NETWORK MARKETING SERVICES, INC. SECURITIES
                               PURCHASE AGREEMENT]

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


Name of Investor: Thomas W. Jones
                  --------------------------------------------------------------
Signature of Authorized Signatory(if Investor is an Entity): /s/ Thomas W. Jones
                                                             -------------------
Name of Authorized Signatory:
                              --------------------------------------------------
Title of Authorized Signatory:
                                ------------------------------------------------
Email Address of Authorized Entity: twjones@optonline.net
                                    --------------------------------------------

Address for Notice of Investor:
         400 Roya Palmway Suite 302
         Palm Beach, FL 33480


Address for Delivery of Securities for Investor (if not same as above):





Subscription Amount: $500,000
Shares of Preferred Stock: 10,663
Warrants: 170,608
Social Security Number (EIN Number if Investor is an Entity):


                           [SIGNATURE PAGES CONTINUE]



                                       27
<PAGE>

[PURCHASER SIGNATURE PAGES TO UNITED NETWORK MARKETING SERVICES, INC. SECURITIES
                               PURCHASE AGREEMENT]

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


Name of Investor: Chris Baker
                  --------------------------------------------------------------
Signature of Authorized Signatory(if Investor is an Entity): /s/ Chris Baker
                                                             -------------------
Name of Authorized Signatory:
                              --------------------------------------------------
Title of Authorized Signatory:
                               -------------------------------------------------
Email Address of Authorized Entity: Marc Sherman@QSQI.com
                                    --------------------------------------------

Address for Notice of Investor:
         400 Roya Palmway Suite 302
         Palm Beach, FL 33480


Address for Delivery of Securities for Investor (if not same as above):





Subscription Amount: $55,000
Shares of Preferred Stock: 1,173
Warrants: 18,768
Social Security Number (EIN Number if Investor is an Entity):


                           [SIGNATURE PAGES CONTINUE]



                                       27
<PAGE>
<PAGE>

                              DISCLOSURE SCHEDULES
                                       TO
                          SECURITIES PURCHASE AGREEMENT

(Prepared in connection with Series B Preferred Stock sold by the Company to the
Purchasers under the Securities  Purchase  Agreement dated January 17, 2005 (the
"2005  Securities  Purchase  Agreement").  Capitalized  terms not defined herein
shall  have the  meaning  given to such  terms in the 2005  Securities  Purchase
Agreement.)

















                                JANUARY 17, 2005

<PAGE>



                                 SCHEDULE 3.1(A)

                                  SUBSIDIARIES


         The Knockout Group, Inc., a Delaware corporation ("Knockout")



<PAGE>



                                 SCHEDULE 3.1(G)

                                 CAPITALIZATION


         The  Company's  authorized  capital  consists of  20,000,000  shares of
common  stock,  par value $.001 per share,  and  1,000,000  shares of  preferred
stock,  par value $.001 per share,  of which 865,000 shares have been designated
as Series A Convertible  Preferred Stock and 135,000 shares have been designated
as Series B Convertible  Preferred  Stock. As of the date of the Agreement,  the
Company has  8,165,752  shares of common stock  outstanding,  855,980  shares of
Series A Convertible  Preferred  Stock  outstanding  and zero shares of Series B
Convertible Preferred Stock outstanding.

         After the Company amends its Certificate of  Incorporation to authorize
the issuance of a sufficient number of shares of common stock so that all shares
of Series A Convertible  Preferred  Stock may be fully  converted,  the Series A
Convertible  Preferred  Stock  will  immediately  convert  into  fully  paid and
nonassessable  shares of common  stock of the Company in an amount  equal to the
stated  value  of such  Series  A  Convertible  Preferred  Stock,  which  equals
$46.8933, divided by $.2931, subject to adjustment.


<PAGE>



                                 SCHEDULE 3.1(I)

                                MATERIAL CHANGES


         In September  2004,  Knockout  issued a $600,000  principal  amount 10%
promissory  note (the  "$600K  Note") to Galt  Ventures.  The $600K  Note  bears
interest at 10% per annum from the date the  principal  amount of the $600K Note
is advanced to Knockout  until  Knockout pays the $600K Note in full. All unpaid
principal  and  interest  on the $600K Note is due and payable on the earlier of
(i) December 23, 2004 or (ii) the date that Knockout has raised  $2,500,000 from
the sale of securities.

         In September 2004,  Knockout issued a $1,000,000  principal  amount 10%
promissory  note (the "$1M Note") to Galt Ventures.  The $1M Note bears interest
at 10% per annum from the date the principal  amount of the $1M Note is advanced
to Knockout until  Knockout pays the $1M Note in full. All unpaid  principal and
interest  on the $1M Note is due and  payable on the earlier of April 1, 2005 or
the date of exercise of the Warrants.

         In November 2004, Knockout sold a $500,000 principal amount convertible
note (the "500K Note") to the Taylor  Group.  The term of the $500K Note is nine
months.  The  principal of the $500K Note is  convertible  into 83,463 shares of
common  stock of  Knockout.  In  connection  with the  sale of the  $500K  Note,
Knockout  issued  the  Taylor  Group  warrants  to  purchase  43,546  shares  of
Knockout's common stock at an exercise price of $0.01 per share.

         Seven  of  Knockout's   employees  and  one   consultant   have  family
relationships  with John  Bellamy,  Knockout's  Chief  Executive  Officer  and a
Director.

         In  recognition  of the service and  assistance  provided by Knockout's
Board members, key management personnel,  and key consultants,  Knockout's Board
of Directors authorized and approved the following transactions:

         Re-priced the exercise  price of options to purchase  134,000 shares of
Knockout's  common  stock to $0.01 per share  issued to Dr.  Isaac  Horton.  Dr.
Horton  is a  member  of  Knockout's  Board of  Directors  and a  Consultant  to
Knockout.

         Re-priced  the exercise  price of options to purchase  84,875 shares of
Knockout's  common stock to $0.01 per share issued to Tony Weiss. Mr. Weiss is a
member of the Knockout's Board of Directors.

         Re-priced  the exercise  price of options to purchase  71,598 shares of
Knockout's common stock to $0.01 per share issued to Cole Peterson. Mr. Peterson
is a member of Knockout's Board of Directors.


<PAGE>

         Re-priced the exercise price of warrants to purchase  390,100 shares of
Knockout's  common  stock  to  $0.01  per  share  issued  to  Kevin  Waltzer  in
consideration for agreeing to certain amendments to terms of Knockout's Series A
Preferred  Stock in favor of investors in Knockout's  Series C Preferred  Stock.
Mr. Waltzer is the holder of Knockout's outstanding Series A Preferred Stock and
is also a member of Knockout's Board of Directors.

         Re-priced the exercise  price of warrants to purchase  37,500 shares of
Knockout's   common  stock  to  $0.01  per  share  issued  to  David  Rights  in
consideration  for  agreeing to certain  amendments  to the terms of  Knockout's
Series B Preferred Stock in favor of investors in Knockout's  Series C Preferred
Stock. Mr. Rights is a holder of Knockout's outstanding Series B Preferred Stock
and is also a member of Knockout's Board of Directors.

         Re-priced the exercise  price of options to purchase  108,620 shares of
Knockout's common stock to $0.01 per share issued to Oscar Turner. Mr. Turner is
Knockout's  Chief  Financial  Officer  and  a  member  of  Knockout's  Board  of
Directors.

         Re-priced  the exercise  price of options to purchase  67,888 shares of
Knockout's common stock to $0.01 per share issued to Ahmed Shaikh. Mr. Shaikh is
Knockout's Chief Operating Officer.


<PAGE>



                                 SCHEDULE 3.1(J)

                                   LITIGATION


         None.


<PAGE>



                                 SCHEDULE 3.1(Q)

                   TRANSACTIONS WITH AFFILIATES AND EMPLOYEES


         Knockout  has  retained  Artistic   Communication   Center  ("ACC"),  a
multi-media video and audio production company, to produce Knockout's  household
and  automotive  infomercials  for  television  broadcast.   Knockout's  current
contract with ACC provides  that ACC will be  compensated  at "cost,  plus 10%."
Through September 30, 2004, Knockout has paid a total of $894,000 to ACC for two
infomercials.   Knockout's  Chief  Executive  Officer,  John  Bellamy,  has  the
principal ownership position of ACC.

         In consideration  for the assignment of pending  trademarks and pending
patents to  Knockout,  Knockout  has agreed to pay Dr.  Isaac  Horton a total of
$400,000 as follows:  $200,000 by December 31, 2004 and the  remaining  $200,000
over the following twelve months. Knockout also issued Dr. Horton 354,608 shares
of common  stock as partial  consideration  for the  assignment  of the  pending
trademarks and pending patents. In addition,  Dr. Horton acts as a consultant to
Knockout's  executive  officers,  advising  Knockout  on  fundraising,   quality
control, product development,  business strategy, licensing, patent development,
and personnel  matters.  As part of his agreement with Knockout,  Dr. Horton has
agreed not to develop  or  contribute  any  intellectual  property  to any other
company,  either now or in the future,  that competes in the "cleaning" products
segment.  Dr. Horton's  consulting  services are billed to Knockout at an hourly
rate of $350.00 per hour.  Notwithstanding this hourly rate, Knockout has agreed
to pay Dr.  Horton a minimum  amount of $2,500 per month.  Dr.  Horton is also a
member of Knockout's Board of Directors.

         In  recognition  of the service and  assistance  provided by Knockout's
Board members, key management personnel,  and key consultants,  Knockout's Board
of Directors authorized and approved the following transactions:

         Re-priced the exercise  price of options to purchase  134,000 shares of
Knockout's  common  stock to $0.01 per share  issued to Dr.  Isaac  Horton.  Dr.
Horton  is a  member  of  Knockout's  Board of  Directors  and a  Consultant  to
Knockout.

         Re-priced  the exercise  price of options to purchase  84,875 shares of
Knockout's  common stock to $0.01 per share issued to Tony Weiss. Mr. Weiss is a
member of the Knockout's Board of Directors.

         Re-priced  the exercise  price of options to purchase  71,598 shares of
Knockout's common stock to $0.01 per share issued to Cole Peterson. Mr. Peterson
is a member of Knockout's Board of Directors.

         Re-priced the exercise price of warrants to purchase  390,100 shares of
Knockout's  common  stock  to  $0.01  per  share  issued  to  Kevin  Waltzer  in
consideration for agreeing to certain amendments to terms of Knockout's Series A
Preferred  Stock in favor of investors in Knockout's  Series C Preferred  Stock.
Mr. Waltzer is the holder of Knockout's outstanding Series A Preferred Stock and
is also a member of Knockout's Board of Directors.


<PAGE>

         Re-priced the exercise  price of warrants to purchase  37,500 shares of
Knockout's   common  stock  to  $0.01  per  share  issued  to  David  Rights  in
consideration  for  agreeing to certain  amendments  to the terms of  Knockout's
Series B Preferred Stock in favor of investors in Knockout's  Series C Preferred
Stock. Mr. Rights is a holder of Knockout's outstanding Series B Preferred Stock
and is also a member of Knockout's Board of Directors.

         Re-priced the exercise  price of options to purchase  108,620 shares of
Knockout's common stock to $0.01 per share issued to Oscar Turner. Mr. Turner is
Knockout's  Chief  Financial  Officer  and  a  member  of  Knockout's  Board  of
Directors.

         Re-priced  the exercise  price of options to purchase  67,888 shares of
Knockout's common stock to $0.01 per share issued to Ahmed Shaikh. Mr. Shaikh is
Knockout's Chief Operating Officer.





<PAGE>



                                 SCHEDULE 3.1(V)

                               REGISTRATION RIGHTS


         The following Persons have the right to cause the Company to effect the
registration under the Securities Act of securities of the Company:

         Pursuant to an  Investor  Rights  Agreement  dated June 30,  2004,  any
holder or holders who, in the aggregate hold not less than 25% of Knockout's (i)
Series A Preferred  Stock (or Common Stock into which  Series A Preferred  Stock
has been  converted),  (ii) Series B Preferred Stock (or Common Stock into which
Series B Preferred Stock has been converted) and (iii) Common Stock held by John
Bellamy,   upon  written  request,   may  require  the  Company  to  effect  the
registration of such securities on a "best efforts" basis.

         Pursuant to a Registration  Rights  Agreement  entered into in December
2004, the Company must register with the Securities and Exchange  Commission the
common stock that was issued upon conversion of Knockout's  Series C Convertible
Preferred Stock. Immediately before the Merger, all of the outstanding shares of
Knockout's Series C Convertible Preferred Stock were converted into common stock
of Knockout.  Upon effectiveness of the Merger,  this common stock was exchanged
for  Series  A  Preferred  Stock  of  the  Company.  The  Company  must  file  a
registration  statement  to register  the common  stock of the  Company  that is
beneficially  owned by the  prior  owners  of  Knockout's  Series C  Convertible
Preferred  Stock and which was  acquired as a result of the  conversion  of such
Series C Convertible Preferred Stock.

         The Company has agreed to include  250,000 shares of common stock owned
by Kenneth Levy in the next  registration  statement  that the Company  files on
Form SB-2.

<PAGE>



SCHEDULE 4.9

                                 USE OF PROCEEDS


         The following use of proceeds  table assumes  receipt by the Company of
gross proceeds of $6,000,000.

                  Use of Proceeds                      Amount
                  ---------------                    ----------
                  Placement Agent Fees               $  300,000
                  Repayment of Debt                  $  600,000
                  Legal and Accounting Fees          $  100,000
                  Other Transaction Costs            $   32,600
                  Marketing                          $2,500,000
                  Inventory                          $2,000,000
                  Operations                         $  467,400

                  TOTAL                              $6,000,000