Exhibit 10.02

                            STOCK PURCHASE AGREEMENT


                  This Stock Purchase  Agreement (the  "Agreement")  is made and
entered into as of October 1, 2001 by and among Silicon Valley Research, Inc., a
California  corporation  (the  "Company"),  and  those  parties  listed  on  the
signature  pages hereof as "Investors"  (who are referred to  individually as an
"Investor" and collectively as the "Investors").

                  WHEREAS,  the  Company  requires  additional  cash to fund its
current operations and for working capital and,  therefore,  is offering to sell
the Stock (as defined below) to investors who qualify as purchasers in a private
placement transaction under federal and state securities laws; and

                  WHEREAS,  each  of such  investors  will  have  the  right  to
subscribe for any or all of the Maximum  Amount (as defined  below) of the Stock
at the Stock  Purchase  Price  (as  defined  below),  subject  to pro  ration as
described herein.

                  In   consideration  of  the  above  recitals  and  the  mutual
covenants made herein, the parties hereby agree as follows:

                  1. Sale of Stock; Closing; Delivery.

                  (a)  Purchase  and Sale of  Stock.  Subject  to the  terms and
conditions  hereof,  the Company will issue and sell to each Investor,  and each
Investor will purchase from the Company,  on the Closing Date (as defined below)
the number of shares of common  stock  ("Share"),  no par value,  of the Company
subscribed for by such Investor as set forth on such  Investor's  signature page
hereof (the "Subscription Amount"), subject to reduction as specified in Section
1(b)  hereof.  The  purchase  price per Share (the  "Stock  Purchase  Price") is
$0.056.

                  (b)  Allocation  of  Shares.  The  Company  shall sell up to a
maximum  of  4,200,000  Shares  (the  "Maximum  Amount").  In the event that the
aggregate  of  the  Subscription   Amounts  of  all  Investors  (the  "Aggregate
Subscription   Amount")  shall  exceed  the  Maximum  Amount,  Shares  shall  be
allocated,  pro  rata,  among  the  Investors  based  on the  relation  that  an
Investor's Subscription Amount bears to the Aggregate Subscription Amount.

                  (c)  Closing.  The  closing  of the  purchase  and sale of the
Shares  (the  "Closing")  shall take place on or before  December  31, 2001 (the
"Closing Date");  provided,  however,  that the Company shall have the option to
extend the Closing Date for up to fifteen (15) days.  The Company  shall provide
the Investors  with written  notice,  prior to the close of business on December
31, 2001 of any such  extension  of the Closing  Date.  The Closing may occur in
installments and in each such installment,  the deliveries in Section 1(d) shall
occur.
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                                                                               2

                  (d)  Delivery.  At the Closing,  the Company will instruct its
transfer  agent to  issue a stock  certificate  representing  the  Shares  to be
purchased by such  Investor,  against  payment of the purchase price therefor by
check,  payable to the order of the Company,  or by wire transfer of immediately
available  funds to the bank account of the Company.  Upon issuance of the stock
certificate, the Company will deliver the Shares to each Investor.

                  2. Representations and Warranties of Investors.  Each Investor
represents and warrants, severally, to the Company that:

                  (a)  Authorization.  This Agreement  constitutes the valid and
legally binding obligation of such Investor,  enforceable in accordance with its
terms,  except as such enforcement may be limited by bankruptcy,  insolvency and
similar laws  affecting  the  enforcement  of  creditors'  rights  generally and
equitable  remedies,  and except as indemnity  provisions in the  enforcement of
Section 4 of this Agreement (relating to registration  rights) may be limited by
law, and such  Investor (if an  individual)  is over eighteen (18) years of age,
and such Investor has full legal capacity, power and authority to enter into and
be bound by this Agreement.

                  (b) Purchase for Own Account for Investment.  Such Investor is
purchasing  the Shares for  investment  purposes only and not with a view to, or
for sale in connection  with, a distribution of the Shares within the meaning of
the  Securities  Act of 1933, as amended (the "1933 Act").  Such Investor has no
present intention of selling or otherwise disposing of all or any portion of the
Shares.

                  (c)  Access  to   Information.   Such   Investor  has  had  an
opportunity  to ask questions of the Company's  representatives  concerning  the
Company, its present and prospective business, assets, liabilities and financial
condition  that such  Investor  reasonably  considers  important  in making  the
decision  to purchase  the Shares.  The  foregoing,  however,  does not limit or
modify the  representations  and  warranties of the Company in Section 3 of this
Agreement or the rights of the Investors to rely thereon.

                  (d)  Understanding of Risks.  Such Investor is fully aware of:
(i) the highly  speculative  nature of the  investment  in the Shares;  (ii) the
financial  condition  of the Company and the  financial  hazards  involved in an
investment  in the  Shares;  (iii) the lack of  liquidity  of the Shares and the
restrictions on the  transferability of the Shares (e.g., that such Investor may
not be able to sell or dispose of the Shares);  and (iv) the tax consequences of
an investment in the Shares.  The foregoing,  however,  does not limit or modify
the representations and warranties of the Company in Section 3 of this Agreement
and the rights of the Investors to rely thereon.

                  (e)   Investor's   Qualifications.   Such   Investor   is   an
"accredited"  investor as defined  under  Regulation D under the 1933 Act.  Such
Investor is aware of the general  business and  financial  circumstances  of the
Company and, by reason of such Investor's business or financial experience, such
Investor is capable of evaluating the merits and risks of this investment and is
financially capable of bearing a total loss of this investment.
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                                                                               3

                  (f) Compliance with Securities Laws. Such Investor understands
and acknowledges that, in reliance upon the  representations and warranties made
by such Investor herein,  the Shares are not currently  registered with the U.S.
Securities  and  Exchange  Commission  (the  "SEC")  under the 1933 Act or being
qualified under the California Corporate Securities Law of 1968, as amended (the
"California Law"), but instead are being issued under an exemption or exemptions
from the  registration  and  qualification  requirements of the 1933 Act and the
California Law or other  applicable  state  securities laws which impose certain
restrictions on such Investor's ability to transfer the Shares.

                  (g) Restrictions on Transfer.  Such Investor  understands that
such  Investor  may not  transfer  any of the  Shares  unless  such  Shares  are
registered  under the 1933 Act or  unless,  in the  opinion  of  counsel  to the
Company,  exemptions from such registration and  qualification  requirements are
available.   Such  Investor  understands  that  only  the  Company  may  file  a
registration  statement  with the SEC.  Such Investor has also been advised that
exemptions from  registration and  qualification may not be available or may not
permit such  Investor to transfer  all or any of the Shares in the amounts or at
the times proposed by such Investor.

                  (h) Rule 144. In addition, such Investor has been advised that
SEC Rule 144 ("Rule 144")  promulgated under the 1933 Act, which permits certain
limited  sales of  unregistered  securities,  is not  presently  available  with
respect to the Shares solely due to the holding periods required thereunder and,
in any event,  requires  that the Shares be held for a minimum of one year after
they have been  purchased and paid for (within the meaning of Rule 144),  before
they may be resold under Rule 144. Such Investor  understands  that Rule 144 may
indefinitely  restrict transfer of the Shares if such Investor is an "affiliate"
of the Company and "current public information" about the Company (as defined in
Rule 144) is not publicly available.

                  (i)   Legends  and   Stop-Transfer   Orders.   Such   Investor
understands  that  certificates  or other  instruments  representing  any of the
Shares acquired by such Investor may bear legends  substantially  similar to the
following, in addition to any other legends required by federal or state laws:

                  THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN  REGISTERED
                  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED (THE "ACT"),  OR
                  UNDER THE SECURITIES LAWS OF ANY OTHER STATE. THESE SECURITIES
                  ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY  AND RESALE AND
                  MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE
                  ACT  AND  APPLICABLE  STATE   SECURITIES  LAWS,   PURSUANT  TO
                  REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE
                  THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL  RISKS OF THIS
                  INVESTMENT  FOR
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                                                                               4

                  AN INDEFINITE  PERIOD OF TIME. THE ISSUER OF THESE  SECURITIES
                  MAY  REQUIRE  AN  OPINION  OF  COUNSEL  IN FORM AND  SUBSTANCE
                  SATISFACTORY  TO THE  ISSUER TO THE EFFECT  THAT ANY  PROPOSED
                  TRANSFER  OR  RESALE  IS IN  COMPLIANCE  WITH  THE ACT AND ANY
                  APPLICABLE  STATE  SECURITIES  LAWS UNLESS SOLD PURSUANT TO AN
                  EFFECTIVE REGISTRATION STATEMENT.

In order to ensure  and  enforce  compliance  with the  restrictions  imposed by
applicable  law and those  referred to in the  foregoing  legend,  or  elsewhere
herein,  the Company may issue appropriate  "stop transfer"  instructions to its
transfer  agent,  if any, with respect to any  certificate  or other  instrument
representing the Shares, or if the Company transfers its own securities,  it may
make  appropriate  notations to the same effect in the  Company's  records.  Any
legend endorsed on a certificate pursuant to this Subsection (i) and the related
stop transfer instructions with respect to such securities shall be removed, and
the Company shall issue a certificate without such legend to the holder thereof,
if such  securities  are  registered  under the  Securities Act and a prospectus
meeting the  requirements  of Section 10 of the Securities Act is available,  if
such  legend may be  properly  removed  under the terms of Rule 144  promulgated
under the Securities Act or if such holder  provides the Company with an opinion
of counsel for such holder,  reasonably  satisfactory  to legal  counsel for the
Company,  to the effect that a sale,  transfer or assignment of such  securities
may be made without registration.

                  3.  Representations and Warranties of the Company. The Company
hereby represents and warrants to each Investor that, except as set forth on the
Schedule of Exceptions attached hereto as Exhibit B:

                  (a)  Organization   and  Good  Standing.   The  Company  is  a
corporation duly organized, validly existing and in good standing under the laws
of the State of California.  The Company has all necessary  corporate  power and
authority to own its assets and to carry on its business as now being  conducted
and  presently  proposed to be  conducted.  The Company is duly  qualified to do
business as a foreign  corporation and is in good standing in each  jurisdiction
in which its  ownership  or leasing of assets,  or the conduct of its  business,
makes such qualification necessary.

                  (b)  Requisite  Power and  Authorization.  The Company has all
necessary  corporate  power  and  authority  under  the  laws  of the  State  of
California  and all other  applicable  provisions  of law to execute and deliver
this  Agreement,  to issue the  Shares and to carry out the  provisions  of this
Agreement.  All  corporate  action on the part of the Company  required  for the
lawful  execution and delivery of this  Agreement,  and issuance and delivery of
the Shares has been duly and  effectively  taken.  Upon  execution and delivery,
this  Agreement  constitutes  valid  and  binding  obligations  of  the  Company
enforceable in accordance with their respective terms, except as enforcement may
be  limited  by  insolvency  and  similar  laws  affecting  the  enforcement  of
creditors'  rights generally and
<PAGE>

                                                                               5

equitable  remedies and except as the  indemnity  provisions  of Section 4(g) of
this  Agreement  (relating  to  registration  rights) may be limited by law. The
Shares when issued in compliance with the provisions of this  Agreement,  as the
case  may  be,  will  be  duly  authorized  and  validly  issued,   fully  paid,
non-assessable  and issued in compliance  with federal  securities  laws and all
applicable  state securities laws. No shareholder of the Company or other person
has any preemptive  right of  subscription  or purchase or contractual  right of
first refusal or similar right with respect to the Shares.

                  (c) SEC Documents. The Company has furnished to each Investor:
the  Company's  Annual Report on Form 10-KSB for the fiscal year ended March 31,
2001,  and all  documents  that the  Company  was  required  to  file,  which it
represents  and warrants it did timely file,  with the SEC under  Sections 13 or
14(a) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
since March 31, 2001 (collectively, the "SEC Documents"). As of their respective
filing  dates,  or such later date on which such reports were  amended,  the SEC
Documents  complied  in all  material  respects  with  the  requirements  of the
Exchange Act. The SEC Documents as of their respective dates, or such later date
on which such reports were  amended,  did not contain any untrue  statement of a
material fact or omit to state a material fact required to be stated  therein or
necessary to make the  statements  made therein,  in light of the  circumstances
under which they were made, not misleading. The financial statements included in
the SEC Documents (the "Financial Statements") comply as to form in all material
respects with applicable  accounting  requirements  and with the published rules
and regulations of the SEC with respect  thereto.  Except as may be indicated in
the notes to the Financial  Statements or, in the case of unaudited  statements,
as  permitted  by Form 10-QSB of the SEC,  the  Financial  Statements  have been
prepared  in  accordance   with   generally   accepted   accounting   principles
consistently  applied and fairly present the consolidated  financial position of
the  Company and any  subsidiaries  at the dates  thereof  and the  consolidated
results of their  operations  and  consolidated  cash flows for the periods then
ended  (subject,  in the case of  unaudited  statements,  to  normal,  recurring
adjustments).

                  (d) Capital Stock. The authorized capital stock of the Company
consists of 60,000,000 shares of Common Stock,  without par value, and 1,000,000
shares of Preferred  Stock,  without par value.  As of September  30, 2001 there
were 42,583,965 shares of Common Stock issued and outstanding,  and there are no
issued and  outstanding  shares of Preferred  Stock.  Except as set forth on the
Schedule of Exceptions,  there are no other outstanding rights,  plans, options,
warrants,  conversion  rights  or  agreements  for  the  purchase,  exercise  or
acquisition from the Company of shares of its capital stock.

                  (e) No Prior  Liens.  There are no persons or entities  with a
lien against,  or secured interest in, any of the tangible or intangible  assets
of the Company.

                  (f) Compliance  with Other  Agreements.  Neither the execution
and delivery of, nor the  consummation  of any  transaction  or execution of any
instrument  contemplated by, this Agreement,  nor the issuance of the Shares has
constituted or resulted in, or will  constitute or result in, a default under or
breach or violation of any term or
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                                                                               6

provision  of the  Company's  Bylaws,  Articles  of  Incorporation,  or material
contracts  with third  parties,  state or federal  laws,  rules or  regulations,
writs, orders or judgments or decrees which are applicable to the Company or its
properties.

                  (g)  Consents.  All  consents  necessary  for the  Company  to
perform its respective obligations hereunder have been obtained.

                  (h) No Material Adverse Change. Since June 30, 2001, there has
not been:

                  (i)  any  changes  in  the  assets,   liabilities,   financial
         condition  or  operations  of the Company  from that  reflected  in the
         Company's Form 10Q for the quarter ended June 30, 2001,  except changes
         in the ordinary  course of business which have not been,  either in any
         individual case or in the aggregate, materially adverse;

                  (ii) any material  change,  except in the  ordinary  course of
         business,  in the contingent  obligations of the Company whether by way
         of guarantee, endorsement, indemnity, warranty or otherwise;

                  (iii) any damage,  destruction or loss, whether or not covered
         by  insurance,  materially  and adversely  affecting the  properties or
         business of the Company;

                  (iv) any  declaration  or  payment  of any  dividend  or other
         distribution of the assets of the Company;

                  (v) any labor organization activity; or

                  (vi) any other event or condition of any  character  which has
         materially  and  adversely  affected the  Company's  business,  assets,
         liabilities, financial condition, operations or prospects.

                  (i)  Intellectual  Property.  The Company has sufficient title
and ownership of all patents,  patent applications,  copyrights,  trade secrets,
trademarks, proprietary information,  proprietary rights and processes necessary
for its  business as now  conducted  and as now  proposed to be conducted by the
Company without any conflict with or  infringement of the rights of others.  The
research,  development,  manufacture,  sale and use of products  presently made,
used or sold by, or  contemplated  for  future  manufacture,  sale or use by the
Company  do not and would  not  constitute  or  involve  a  significant  risk of
infringement of any patent or  misappropriation of any trade secret of any third
party.  There are no outstanding  options,  licenses,  or agreements of any kind
relating to any material use of the foregoing,  nor is the Company bound by or a
party to any  options,  licenses,  encumbrances  or  liens,  or any  outstanding
orders, judgments,  decrees, stipulations or agreements of any kind with respect
to the  patents,  trademarks,  service  marks,  trade names,  copyrights,  trade
secrets,  licenses,  information,  proprietary rights and processes of any other
person or entity  that are  material  to the  Company's  business  as  currently
conducted  or
<PAGE>
                                                                               7

proposed  to be  conducted.  The  Company has not  received  any  communications
alleging that the Company, by conducting its business as proposed, would violate
any of the patents, trademarks, service marks, trade names, copyrights, or trade
secrets  or any other  proprietary  rights of any other  person or  entity.  The
Company is not aware that any of its employees or consultants is obligated under
any contract  (including  licenses,  covenants or  commitments of any nature) or
other  agreement,  or subject to any  judgment,  decree or order on any court or
administrative  agency,  that is violated by or would materially  interfere with
the current or prospective  services  provided to the Company by the employee or
consultant  or the use of his best  efforts  to  promote  the  interests  of the
Company  or that  would  materially  conflict  with the  Company's  business  as
currently being conducted or as proposed to be conducted.  Neither the execution
nor delivery of this Agreement, nor the carrying on of the Company's business as
currently  conducted  or  proposed  to  be  conducted  will,  to  the  Company's
knowledge, conflict with or result in a material breach of the terms, conditions
or provisions of, or constitute a material default under, any contract, covenant
or instrument under which any of such employees is now obligated.

                  (j)  Litigation.  There  is no  action,  suit,  proceeding  or
investigation pending or, to the Company's best knowledge,  currently threatened
against the Company that questions the validity of this Agreement,  or the right
of the Company to enter into such agreements,  or to consummate the transactions
contemplated hereby or thereby, or that might result,  either individually or in
the  aggregate,  in  any  material  adverse  changes  in the  business,  assets,
condition, affairs or prospects of the Company, financially or otherwise, or any
change in the current equity ownership of the Company.  The foregoing  includes,
without  limitation,  actions,  suits,  proceedings or investigation  pending or
threatened  involving the prior  employment  of any of the Company's  employees,
their use in  connection  with the  Company's  business  of any  information  or
techniques  allegedly  proprietary  to any of their former  employers,  or their
obligations  under any  agreements  with prior  employers.  The Company is not a
party or subject to the provisions of any order, writ,  injunction,  judgment or
decree of any court or government agency or instrumentality. There is no action,
suit,  proceeding or investigation by the Company  currently pending or that the
Company intends to initiate.

                  (k) Registration Rights. The Company has not granted or agreed
to grant any registration  rights,  including piggyback rights, to any person or
entity.  None of the registration rights disclosed on the Schedule of Exceptions
are senior to the registration rights provided for in this Agreement.

                  (l) Compliance with Laws. The Company is in compliance and has
conducted its business and operations so as to comply with all laws, ordinances,
rules and regulations, judgments, decrees or orders of any court, administrative
agency, commission, regulatory authority or other governmental or administrative
body or instrumentality,  whether domestic or foreign  ("Governmental  Entity"),
except to the extent that  failure to comply  would not have a material  adverse
effect on the  Company's  financial  or other  condition,  business,  prospects,
property,  results of operations or assets as presently conducted or proposed to
be  conducted.  There  are  no  judgments  or  orders,   injunctions,
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                                                                               8

decrees,  stipulations or awards (whether  rendered by a court or administrative
agency or by  arbitration)  against the Company or against any of its properties
or businesses,  and none are pending or  threatened.  The Company has not during
the past four (4) years received any  governmental  notice from any Governmental
Entity for any violation of applicable laws or regulations.

                  (m) Taxes.  The  Company has filed all tax returns and reports
as  required  by law,  and  there  are no  waivers  of  applicable  statutes  of
limitations  with respect to taxes for any year.  These  returns and reports are
true and correct in all  material  respects.  The Company has paid all taxes and
other assessments due, except those contested by it in good faith. The provision
for taxes of the Company as shown in the  Financial  Statements  is adequate for
taxes due or accrued as of the date hereof. The Company has not elected pursuant
to the Internal Revenue Code of 1986, as amended (the "Code"),  to be treated as
a Subchapter S corporation,  nor has it made any other elections pursuant to the
Code  (other  than  elections  that  relate  solely to  methods  of  accounting,
depreciation or amortization) that would have a material effect on the Company's
present business,  assets,  liabilities and financial condition. The Company has
not been subject to a federal or state tax audit of any kind.

                  (n) No  Default.  The  Company  is not in  default  under  any
provision  of its  Articles of  Incorporation  or Bylaws or in material  default
under any material contract, commitment or restriction to which the Company is a
party or by which the  Company  or any of its  properties  or assets is bound or
affected or in material  default  under any term or condition  of any  judgment,
decree, order,  injunction or stipulation applicable to the Company. To the best
of the Company's  knowledge,  no other party is in material  default under or in
material  breach  or  violation  of  any  material  contract,   commitment,   or
restriction  to which the  Company is a party or by which the  Company or any of
its properties or assets is bound or affected.

                  (o)  Registration  Statement.  To the  best  of the  Company's
knowledge, there exist no facts or circumstances that would inhibit or delay the
preparation and filing of a registration  statement on Form SB-2 with respect to
the  Registrable  Securities (as defined below) in accordance  with Section 4(b)
hereof.

                  (p) No Misrepresentation. No representation or warranty by the
Company in this Agreement and no statements in the SEC Documents, as amended, or
any other  document,  statement,  certificate  or  schedule  furnished  or to be
furnished by or on behalf of the Company pursuant to this Agreement,  when taken
together with the foregoing,  contains or shall contain any untrue  statement of
material  fact or omits or shall omit to state a material  fact  required  to be
stated  therein or necessary in order to make such  statements,  in light of the
circumstances  under  which they were made,  not  misleading.  The  Company  has
delivered true and complete copies of all documents requested by the Investors.

                  (q)  Anti-dilution  Shares.  Issuance of the Shares under this
Agreement  will not  trigger any  anti-dilution,  preemptive  or similar  rights
contained in any options,
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                                                                               9

warrants or other  agreements or commitments of the Company or otherwise  result
in the issuance of any additional shares of Common Stock.

                  4. Registration Rights.

                  (a) Definitions. For purposes of this Section 4:

                  (vii) "Register",  "registered" and "registration"  refer to a
         registration effected by preparing and filing a registration  statement
         in  compliance  with the 1933 Act, and the  declaration  or ordering of
         effectiveness of such registration statement.

                  (viii)  "Registrable  Securities"  means all  shares of Common
         Stock of the Company  issued  under this  Agreement,  excluding  in all
         cases, however, all Registrable Securities sold pursuant to Rule 144.

                  (ix) "Holder"  means any person  owning of record  Registrable
         Securities  that have not been sold to the  public or any  assignee  of
         record of such Registrable Securities to whom rights under this Section
         4 have been assigned in accordance with this Agreement.

                  (b) Shelf Registration.

                  (i) Within  forty-five  (45) days  following the Closing Date,
         the Company  will file a  registration  statement  or amend a currently
         effective  registration  statement  (in either event,  a  "registration
         statement")  under the 1933 Act for,  and all such  qualifications  and
         compliances  as may be so  required  and as would  permit  the sale and
         distribution  of,  all  of the  Holders'  Registrable  Securities,  and
         thereafter  shall use its best efforts to secure the  effectiveness  of
         such  registration  statement  within  ninety (90) days  following  the
         Closing Date.

                  (ii) The Company will pay all expenses  incurred in connection
         with any registration, qualification and compliance requested hereunder
         (excluding   underwriters'  or  brokers'  discounts  and  commissions),
         including,   without   limitation,   all   filing,   registration   and
         qualification,  printers' and accounting  fees and the reasonable  fees
         and  disbursements of one counsel for the selling Holder or Holders and
         counsel for the Company.

                  (iii)  The  Company  will use its best  efforts  to cause  the
         registration statement to remain effective until the earlier of (A) the
         date ending three years after the  effective  date of the  registration
         statement  filed pursuant to this Section 4(b) or (B) the date on which
         each  Holder  of  Registrable  Securities  is able to sell  all of such
         Holder's  Registrable  Securities  in any single three (3) month period
         without  registration under the 1933 Act pursuant to Rule 144, provided
         that if the Company  determines that it may terminate the effectiveness
         of the  registration  statement  under (B), the Company  shall prior to
         such  termination  provide each Holder an opinion of counsel,
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                                                                              10

         based on factual  representations of the Holders, that each such Holder
         is able to sell all of the  Registrable  Securities held by such Holder
         and its  affiliates  in any  single  three  (3)  month  period  without
         registration under the 1933 Act pursuant to Rule 144.

                  (c) Piggyback Registrations.

                  (i) At such time(s) as a  registration  statement  pursuant to
         Section 4(b) herein is unavailable to the Holders,  the Company will be
         required to notify all Holders of Registrable  Securities in writing at
         least  thirty  (30) days prior to the Company  filing any  registration
         statement  after the  ninetieth  (90th) day  following the Closing Date
         under the 1933 Act for  purposes  of  effecting  a public  offering  of
         securities of the Company (including,  but not limited to, registration
         statements  relating  to  secondary  offerings  of  securities  of  the
         Company, but excluding registration statements relating to any employee
         benefit plan or a corporate reorganization, merger or acquisition), and
         will afford each such Holder after the  ninetieth  (90th) day following
         the  Closing  Date an  opportunity  to  include  in  such  registration
         statement (and any related qualification under or compliance with "blue
         sky" or other state securities laws) all or any part of the Registrable
         Securities then held by such Holder. Each Holder desiring to include in
         any such  registration  statement  all or any  part of the  Registrable
         Securities  held by such  Holder  will,  within  thirty (30) days after
         receipt of the  above-described  notice from the Company, so notify the
         Company in  writing,  and in such notice will inform the Company of the
         number of Registrable  Securities such Holder wishes to include in such
         registration  statement. If a Holder decides not to include all of such
         Holder's   Registrable   Securities  in  any   registration   statement
         thereafter filed by the Company, such Holder will nevertheless continue
         to  have  the  right  to  include  any  Registrable  Securities  in any
         subsequent  registration statement or registration statements as may be
         filed by the Company with respect to offerings of its  securities,  all
         upon the terms and conditions set forth herein.

                  (ii) If the  registration  statement  under  which the Company
         gives notice under this Section 4(c) is for an  underwritten  offering,
         the Company will so advise the Holders of  Registrable  Securities.  In
         such event, the right of any such Holder's Registrable Securities to be
         included  in a  registration  pursuant  to this  Section  4(c)  will be
         conditioned upon such Holder's  participation in such  underwriting and
         the   inclusion  of  such  Holder's   Registrable   Securities  in  the
         underwriting to the extent provided  herein.  All Holders  proposing to
         distribute their Registrable  Securities through such underwriting will
         enter  into an  underwriting  agreement  in  customary  form  with  the
         managing  underwriter or underwriters  selected for such  underwriting.
         Notwithstanding any other provision of this Agreement,  if the managing
         underwriter  determines in good faith that marketing  factors require a
         limitation  of the number of shares to be  underwritten,  the number of
         shares that may be included in the  underwriting  will be allocated (A)
         first,  to the  Company,  (B)  second,  to any (1) Holders or (2) other
         persons who have piggyback  registration  rights granted by the Company
         that are at parity  with the rights of the Holders  under this  Section
         4(c) and,
<PAGE>
                                                                              11


         in each case,  who request the  inclusion  of their  securities  in the
         registration  statement,  and (C) third,  to any persons with piggyback
         rights subordinate to those of the Holders who request the inclusion of
         their securities in the registration statement; provided, however, that
         the number of Registrable  Securities  proposed to be registered by the
         Holders  hereunder may not be reduced to less than twenty percent (20%)
         of the total  value of the  securities  to be  distributed  through the
         underwriting.  If not  all  securities  of  Holders  or  other  persons
         described  in clause (B) above can be included in a  registration,  the
         allocation  among such Holders and other  persons will be on a pro rata
         basis  according to the relation  that the number of  securities  which
         each such  Holder or other  person  owns  bears to the total  number of
         shares outstanding.  If any Holder disapproves of the terms of any such
         underwriting,  such Holder may elect to withdraw  therefrom  by written
         notice to the Company and the underwriter,  delivered at least five (5)
         business  days  prior  to  the  effective  date  of  the   registration
         statement.  Any Registrable  Securities excluded or withdrawn from such
         underwriting will be excluded and withdrawn from the registration.  For
         any Holder which is a partnership or corporation, the partners, retired
         partners and  shareholders  of such  Holder,  or the estates and family
         members of any such partners,  retired partners and  shareholders,  and
         any trusts  for the  benefit of any of the  foregoing  persons  will be
         deemed to be a single "Holder", and any pro rata reduction with respect
         to such  "Holder"  will be based  upon the  aggregate  amount of shares
         owned by all entities and  individuals  included in such  "Holder",  as
         defined in this sentence.

                  (iii) All reasonable  expenses  incurred in connection  with a
         piggyback   registration  pursuant  to  this  Section  4(c)  (excluding
         underwriters'  and  brokers'  discounts  and  commissions),  including,
         without  limitation,   all  federal  and  "blue  sky"  or  other  state
         securities   registration  and   qualification   fees,   printers'  and
         accounting fees, fees and  disbursements of one counsel for the selling
         Holder or Holders  and  counsel  for the  Company  will be borne by the
         Company.

                  (d)  Obligations of the Company.  Whenever  required to effect
the registration of any Registrable Securities under this Agreement, the Company
will, as expeditiously as reasonably possible:

                  (i)  Prepare  and file with the SEC a  registration  statement
         with respect to such Registrable Securities and use its best efforts to
         cause such registration statement to become effective, and deliver such
         registration statement, at the time of such filing, to each Holder.

                  (ii)  Prepare  and  file  with  the SEC  such  amendments  and
         supplements to such  registration  statement and the prospectus used in
         connection  with such  registration  statement  as may be  necessary to
         comply  with  the  provisions  of the  1933  Act  with  respect  to the
         disposition of all Registrable  Securities covered by such registration
         statement.
<PAGE>
                                                                              12

                  (iii)  Furnish  to the  Holders  such  number  of  copies of a
         prospectus,  including a preliminary prospectus, in conformity with the
         requirements  of the 1933 Act,  and such  other  documents  as they may
         reasonably  request  in  order to  facilitate  the  disposition  of the
         Registrable  Securities  owned  by  them  that  are  included  in  such
         registration.

                  (iv)  Use  its  best  efforts  to  register  and  qualify  the
         Registrable  Securities  covered by such  registration  statement under
         such other securities or "blue sky" laws of such  jurisdictions as will
         be reasonably requested by the Holders,  provided that the Company will
         not be required in  connection  therewith or as a condition  thereto to
         qualify  to do  business  or to file a general  consent  to  service of
         process in any such states or jurisdictions.

                  (v) In the event of any underwritten  public  offering,  enter
         into and perform its obligations  under an underwriting  agreement,  in
         usual and  customary  form,  with the managing  underwriter(s)  of such
         offering.  Each Holder of Registrable Securities  participating in such
         underwriting  will also enter into and  perform its  obligations  under
         such an agreement.

                  (vi) Notify each Holder of Registrable  Securities  covered by
         such  registration  statement  at any time when a  prospectus  relating
         thereto is required to be delivered under the 1933 Act of the happening
         of any  event as a result  of which  the  prospectus  included  in such
         registration statement, as then in effect, includes an untrue statement
         of a material  fact or omits to state a material  fact  required  to be
         stated  therein  or  necessary  to  make  the  statements  therein  not
         misleading in the light of the  circumstances  then existing,  and upon
         such notice the Company shall use its best efforts to promptly  correct
         such misstatement or omission and deliver to each Holder copies of such
         corrected  prospectus.  The  Company  shall have the  right,  upon such
         notice,  to suspend  the  delivery  of  prospectuses  included  in such
         registration  statement  from the date of notice until the date of such
         correction. The period during which the Company is required to keep any
         registration statement filed pursuant to Section 4(b) or 4(c) effective
         shall be  extended  for the  amount  of time  required  to  amend  such
         registration statement and deliver such prospectus relating thereto.

                  (vii)  Furnish,  at  the  request  of  any  Holder  requesting
         registration  of  Registrable   Securities,   on  the  date  that  such
         Registrable  Securities are delivered to the  underwriters for sale, if
         such  securities  are  being  sold  through  underwriters,  or if  such
         securities  are not being sold through  underwriters,  on the date that
         the  registration  statement  with respect to such  securities  becomes
         effective,  (i) an  opinion,  dated  as of such  date,  of the  counsel
         representing the Company for the purposes of such registration, in form
         and  substance  as  is  customarily   given  to   underwriters   in  an
         underwritten public offering and reasonably satisfactory to each of the
         Holders requesting  registration,  addressed to the underwriters and to
         the Holders requesting  registration of Registrable Securities and (ii)
         a  "comfort"  letter,
<PAGE>
                                                                              13

         dated  as  of  such  date,  from  the  independent   certified   public
         accountants  of the Company,  in form and  substance as is  customarily
         given by independent certified public accountants to underwriters in an
         underwritten public offering and reasonably  satisfactory to a majority
         in interest of the Holders  requesting  registration,  addressed to the
         underwriters and to the Holders requesting  registration of Registrable
         Securities.

           (viii) Use its best efforts  promptly to secure the  designation  and
         quotation  of all  Registrable  Securities  covered  by a  registration
         statement  on the NNM (or such other  principal  market or  exchange on
         which the  Common  Stock is  listed,  or, if not so  listed,  to secure
         trading  of  the  Common  Stock  on the  Nasdaq  OTC  Bulletin  Board),
         including,   without  limitation,   the  filing  of  any  notification,
         application or other  information  and the payment of any fees relating
         thereto.

                  (e) Furnish  Information.  It will be a condition precedent to
the  obligations of the Company to take any action pursuant to Sections 4(b) and
4(c)  hereof  that  the  selling  Holders  will  furnish  to  the  Company  such
information  regarding themselves,  the Registrable  Securities held by them and
the intended  method of  disposition  of such  securities as will be required to
effect the registration of their Registrable Securities.

                  (f) Delay of  Registration.  No Holder  will have any right to
obtain or seek an injunction  restraining or otherwise delaying any registration
as  the  result  of  any  controversy  that  might  arise  with  respect  to the
interpretation or implementation of this Section 4.

                  (g) Indemnification.  In the event any Registrable  Securities
are included in a registration statement under Sections 4(b) or 4(c) hereof:

                  (i) To the extent permitted by law, the Company will indemnify
         and hold harmless each Holder, the partners, shareholders, officers and
         directors of each Holder,  any underwriter (as defined in the 1933 Act)
         for such Holder and each person,  if any,  who controls  such Holder or
         underwriter  within  the  meaning of the 1933 Act or the  Exchange  Act
         (each, an "Indemnified Person") against any losses,  claims, damages or
         liabilities  (joint or  several)  to which an  Indemnified  Person  may
         become subject under the 1933 Act, the Exchange Act or other federal or
         state law, insofar as such losses,  claims,  damages or liabilities (or
         actions in respect  thereof)  arise out of or are based upon any of the
         following  statements,   omissions  or  violations   (collectively,   a
         "Violation"):

                           (A) any untrue  statement or alleged untrue statement
                  of a material fact contained in such  registration  statement,
                  including  any  preliminary  prospectus  or  final  prospectus
                  contained therein or any amendments or supplements thereto:
<PAGE>
                                                                              14

                           (B) the omission or alleged omission to state therein
                  a material fact required to be stated therein, or necessary to
                  make the statements therein not misleading; or

                           (C) any violation or alleged violation by the Company
                  of the 1933  Act,  the  Exchange  Act,  any  federal  or state
                  securities law or any rule or regulation promulgated under the
                  1933 Act, the Exchange Act or any federal or state  securities
                  law  in   connection   with  the  offering   covered  by  such
                  registration statement;

         and the Company will  reimburse  each such  Indemnified  Person for any
         legal or other expenses  reasonably  incurred by them, as incurred,  in
         connection  with  investigating  or  defending  any such  loss,  claim,
         damage,  liability or action;  provided,  however,  that the  indemnity
         agreement  contained in this Section  4(g)(i) will not apply to amounts
         paid in settlement of any such loss, claim, damage, liability or action
         if such settlement is effected without the prior written consent of the
         Company (which consent will not be unreasonably withheld), nor will the
         Company  be liable in any such case for any such loss,  claim,  damage,
         liability  or action to the  extent  that it arises  out of or is based
         upon a Violation  which occurs in reliance upon and in conformity  with
         written information furnished expressly for use in connection with such
         registration by such Indemnified Person.

                  (ii) To the extent  permitted by law, each selling Holder will
         indemnify and hold harmless the Company, each of its directors, each of
         its officers who have signed the registration  statement,  each person,
         if any, who controls the Company  within the meaning of the 1933 Act or
         the  Exchange  Act,  any  underwriter  and  any  other  Holder  selling
         securities  under  such  registration  statement  or any of such  other
         Holder's partners, shareholders, directors, officers or shareholders or
         any person who controls  such Holder within the meaning of the 1933 Act
         or the Exchange Act (each, an "Indemnified Party"), against any losses,
         claims,   damages  or  liabilities  (joint  or  several)  to  which  an
         Indemnified  Party may become  subject under the 1933 Act, the Exchange
         Act or other  federal or state law,  insofar  as such  losses,  claims,
         damages or liabilities (or actions in respect  thereto) arise out of or
         are based upon any  Violation  that arises solely as a result of and in
         conformity with written information  furnished by such Holder expressly
         for use in connection with such registration; and each such Holder will
         reimburse  any  legal  or other  expenses  reasonably  incurred  by the
         Company or any such director, officer,  controlling person, underwriter
         or other Holder, partner, officer, director, shareholder or controlling
         person  of such  other  Holder  in  connection  with  investigating  or
         defending any such loss, claim, damage,  liability or action: provided,
         however,  that  the  indemnity  agreement  contained  in  this  Section
         4(g)(ii) will not apply to amounts paid in settlement of any such loss,
         claim,  damage,  liability  or action if such  settlement  is  effected
         without the prior written consent of the Holder, which consent will not
         be unreasonably withheld; and provided, further, that the total amounts
         payable in indemnity by a Holder under this Section 4(g)(ii) in respect
         of any  Violation  will not  exceed  the  lesser  of (A) the
<PAGE>
                                                                              15

         aggregate proceeds (net of discounts and commissions)  received by such
         Holder upon the sale of the Shares and (B) that proportion of aggregate
         losses,  claims,  damages,  liabilities or expenses indemnified against
         which  equals the  proportion  which the number of Shares being sold by
         such Holder  bears to the total  number of Shares being sold under such
         registration statement by the Company and all Holders.

                  (iii) Promptly  after receipt by an  Indemnified  Person or an
         Indemnified Party (the "Indemnitee")  under this Section 4(g) of notice
         of the commencement of any action (including any governmental  action),
         such  Indemnitee  will,  if a claim in  respect  thereof  is to be made
         against any indemnifying  party under this Section 4(g), deliver to the
         indemnifying party a written notice of the commencement thereof and the
         indemnifying  party will have the right to participate  in, and, to the
         extent  the  indemnifying  party so  desires,  jointly  with any  other
         indemnifying  party  similarly  given  notice,  to assume  the  defense
         thereof with counsel  mutually  satisfactory to the parties;  provided,
         however,  that an  Indemnitee  will have the  right to  retain  its own
         counsel,  with  the fees and  expenses  to be paid by the  indemnifying
         party,  if the  indemnifying  party  fails to assume the  defense of an
         action within a reasonable time or if representation of such Indemnitee
         by the counsel  retained by the  indemnifying  party, in such counsel's
         reasonable  opinion,  would be inappropriate due to actual or potential
         differing  interests  between  such  Indemnitee  and  any  other  party
         represented by such counsel in such proceeding.  The failure to deliver
         written notice to the  indemnifying  party within a reasonable  time of
         the  commencement  of any such  action,  if the  indemnifying  party is
         materially  prejudiced thereby, will relieve such indemnifying party of
         liability,  but only to the  extent  that  such  indemnifying  party is
         prejudiced with respect to a specific claim.

                  (iv) The  foregoing  indemnity  agreement  with respect to any
         prospectus shall not inure to the benefit of any Holder or underwriter,
         or any person  controlling  such Holder or  underwriter,  from whom the
         person asserting any losses,  claims,  damages or liabilities purchased
         shares, if a copy of the prospectus (as then amended or supplemented if
         the Company shall have furnished any amendments or supplements thereto)
         provided  by the  Company was not sent or given by or on behalf of such
         Holder or  underwriter  to such  person,  if required by law so to have
         been delivered,  at or prior to the written confirmation of the sale of
         the  purchased  shares to such  person,  and if the  prospectus  (as so
         amended or  supplemented)  would have cured the defect  giving  rise to
         such loss, claim, damage or liability.

                  (v) If the indemnification provided for in Sections 4(g)(i) or
         4(g)(ii)  hereof shall be unavailable to hold harmless an Indemnitee in
         respect of any  liability  under the 1933 Act,  then,  and in each such
         case, the indemnifying  party, in lieu of indemnifying  such Indemnitee
         hereunder,  shall  contribute  to the  amount  paid or  payable by such
         Indemnitee  as a result  of such  loss,  liability,  claim,  damage  or
<PAGE>
                                                                              16

         expense in such  proportion as is  appropriate  to reflect the relative
         fault of the  indemnifying  party on the one hand and of the Indemnitee
         on the  other  in  connection  with the  statement  or  omissions  that
         resulted in such loss,  liability,  claim, damage or expense as well as
         any other relevant equitable considerations.  The relative fault of the
         indemnifying  party  and of  the  Indemnitee  shall  be  determined  by
         reference to, among other things,  whether the untrue or alleged untrue
         statement of a material  fact or the omission to state a material  fact
         relates to  information  supplied by the  indemnifying  party or by the
         Indemnitee  and the  parties'  relative  intent,  knowledge,  access to
         information  and  opportunity  to correct or prevent such  statement or
         omission;  provided that in no event shall any contribution  under this
         subsection  (v) by any  Holder  exceed  the  gross  proceeds  from  the
         offering  received  by such  Holder.  No  person  or  entity  guilty of
         fraudulent  misrepresentation  (within the meaning of Section  11(f) of
         the 1933 Act)  will be  entitled  to  contribution  from any  person or
         entity who was not guilty of such fraudulent misrepresentation.

                  (vi) The  obligations  of the Company  and Holders  under this
         Section 4(g) will survive the completion of any offering of Registrable
         Securities in a registration statement, and otherwise.


                  (h) "Market Stand-Off" Agreement.  In connection with a public
offering of securities by the Company  pursuant to Section 4(c), each Holder who
participates  in the  registration  statement  filed under the 1933 Act for such
offering will not, to the extent  requested in good faith by an  underwriter  of
securities  of the  Company,  sell  or  otherwise  transfer  or  dispose  of any
Registrable  Securities  included in such registration  statement (other than to
donees or partners of the Holder who agree to be similarly bound) for up to that
period of time, not to exceed ninety (90) days,  following the effective date of
such  registration  statement  of the  Company  filed  under  the 1933 Act as is
requested by the managing  underwriter(s)  of such  offering;  provided that the
officers  and  directors  of the  Company  who own stock of the  Company and any
shareholder  holding  more  than five  percent  (5%) of the  outstanding  voting
securities of the Company also agree to such  restrictions.  In order to enforce
the foregoing covenant,  the Company may impose stop transfer  instructions with
respect to the  Registrable  Securities  of each such  Holder (and the shares or
securities of every other person subject to the foregoing restriction) until the
end of such period.

                  (i) Rule 144  Reporting.  With a view to making  available the
benefits  of  certain  rules  and  regulations  of the SEC which may at any time
permit  the  sale  of  the   Registrable   Securities  to  the  public   without
registration,  while a public market exists for the Common Stock of the Company,
the Company will:

                  (i) Make and keep public information available, as those terms
         are understood and defined in Rule 144 under the 1933 Act, at all times
         while the Company is reporting under the 1934 Act;

                  (ii) Use its  best  efforts  to file  with the SEC in a timely
         manner all reports and other  documents  required of the Company  under
         the  1933  Act and the  1934  Act (at any  time it is  subject  to such
         reporting requirements); and
<PAGE>
                                                                              17

                  (iii) So long as a Holder  owns  any  Registrable  Securities,
         furnish to the Holder forthwith upon request a written statement by the
         Company as to its compliance  with the reporting  requirements  of Rule
         144,  and of the  1933  Act and  the  Exchange  Act (at any  time it is
         subject to the reporting  requirements  of the Exchange Act), a copy of
         the most recent  annual or quarterly  report of the  Company,  and such
         other reports and  documents of the Company as a Holder may  reasonably
         request  in  availing  itself  of any  rule  or  regulation  of the SEC
         allowing a Holder to sell any such securities without  registration (at
         any time the Company is subject to the  reporting  requirements  of the
         Exchange Act).

                  (j) Termination of the Company's Obligations. The Company will
have no  obligations  pursuant to Section  4(c) hereof with  respect to: (A) any
request  or  requests  for  registration  made by any Holder on a date more than
three (3) years after the date of this Agreement or (B)  Registrable  Securities
held by a Holder if in the  opinion  of  counsel  to the  Company at the time of
filing a  registration  statement  such  Holder  may  sell all of such  Holder's
Registrable Securities in any single three (3) month period without registration
under the 1933 Act  pursuant to Rule 144,  provided  that if the  Company  shall
determine  that it may  terminate its  obligations  to any Holder under (B), the
Company shall prior to such termination  provide the Holder as to which it shall
have  determined to terminate its  obligations  under (B) an opinion of counsel,
based on factual representations of the Holder, that such Holder is able to sell
all of the Registrable  Securities held by such Holder and its affiliates in any
single three (3) month period without  registration  under the 1933 Act pursuant
to Rule 144.

                  5. Covenants.

                  (a) Exchange Act Filings.  The Company shall  continue to file
with the SEC all reports and other filings  required  under the rules of the SEC
and such documents shall comply in all material  respects with the  requirements
of the  Exchange  Act or the 1933 Act,  as  applicable,  as long as the  Company
continues to be subject to reporting  requirements  under Section 13 or 15(d) of
the Exchange Act.

                  (b) Termination of Covenants.  The covenants set forth in this
Section 5 will  terminate with respect to a Holder upon the earlier of (A) three
years from the effective date of the  Registration  Statement  filed pursuant to
Section  4(b),  or (B) the date on which  the  registration  rights  under  this
Agreement  are  terminated  by the Company  because  each Holder of  Registrable
Securities  is able to sell all of such Holder's  Registrable  Securities in any
single three (3) month period without  registration  under the 1933 Act pursuant
to Rule 144,  provided that if the Company shall  determine it may terminate its
obligations  to any Holder for the reasons set forth in (B),  the Company  shall
provide  the  Holder  as to which it shall  have  determined  to  terminate  its
obligations  prior to such  termination an opinion of counsel,  based on factual
representations  of the  Holders,  that  such  Holder is able to sell all of the
Registrable  Securities  held by such  Holder and its  affiliates  in any single
three (3) month period without  registration under the 1933 Act pursuant to Rule
144.
<PAGE>
                                                                              18

                  6. Conditions to Obligations of the Investors.  The obligation
of each  Investor  to  purchase  the  Shares at the  Closing  is  subject to the
fulfillment on or prior to the Closing Date of the following conditions,  any of
which may be waived by such Investor:

                  (a)  Representations  and Warranties  Correct;  Performance of
Obligations. The representations and warranties made by the Company in Section 3
hereof shall be true and correct when made, and shall be true and correct on the
Closing  Date with the same  force and effect as if they had been made on and as
of said date,  except for  representations  and warranties made as of a specific
date which shall be true and correct as of such date; the Company's business and
assets shall not have been  adversely  affected in any material way prior to the
Closing  Date;  and  the  Company  shall  have  performed  all  obligations  and
conditions  herein  required  to be  performed  or  observed  by it  under  this
Agreement on or prior to the Closing Date.

                  (b) Consents and Waivers.  The Company shall have obtained any
and all consents (including all governmental or regulatory  consents,  approvals
or  authorizations  required in connection with the valid execution and delivery
of  this   Agreement),   permits  and  waivers   necessary  or  appropriate  for
consummation of the  transactions  contemplated  by this Agreement.  The Company
shall have  obtained  valid  waivers of Right of First  Refusal or other similar
preemptive rights with respect to the issuance of the Shares.

                  (c) Compliance  Certificate.  The Company shall have delivered
to the Investors a certificate,  executed by the Chairman of the Board and Chief
Executive  Officer of the Company,  dated the Closing  Date,  certifying  to the
fulfillment of the conditions specified in subsection (a) of this Section 6.

                  (d)  Opinion  of  Company's  Counsel.   Investors  shall  have
received  from  Pillsbury  Winthrop  LLC,  counsel  to the  Company,  an opinion
addressed to the  Investors,  dated the Closing Date,  which shall relate to the
valid issuance of the Shares in the form attached hereto as Exhibit C.

                  7. Conditions to Obligations of the Company. The obligation of
the  Company to sell and issue the  Shares to each  Investor  at the  Closing is
subject to the  fulfillment  on or prior to the  Closing  Date of the  following
conditions, any of which may be waived by the Company:

                  (a)  Representations  and Warranties.  The representations and
warranties  made by each  Investor in Section 2 hereof shall be true and correct
when made, and shall be true and correct on the Closing Date with the same force
and effect as if they had been made on and as of said date.

                  (b)  Consents  and  Waivers.   The  conditions  set  forth  in
subsection (b) of Section 6 hereof shall have been fulfilled.
<PAGE>
                                                                              19

                  8. Miscellaneous.

                  (a)  Governing  Law.  This  Agreement  will be governed by and
construed  in  accordance  with the  internal  laws of the  State of  California
applicable  to  contracts  made among  residents  of, and wholly to be performed
within,  the State of  California,  without  regard to principles of conflict of
laws or choice of laws.

                  (b) Further Instruments.  From time to time, each party hereto
will execute and deliver such  instruments  and  documents as may be  reasonably
necessary to carry out the purposes and intent of this Agreement.

                  (c) Successors; No Other Beneficiaries. This Agreement will be
binding  upon and will inure to the  benefit of the  executors,  administrators,
legal  representatives,  heirs,  successors  and assigns of the parties  hereto;
provided,  however,  that (i) rights of Investors  hereunder may be  transferred
only in connection  with (and to the  transferee of) Common Stock of the Company
purchased by an Investor  hereunder,  but the Company may prohibit such transfer
of  rights  (but not the  transfer  of stock) if the  transfer  to a  particular
transferee  would not,  in the good faith  judgment  of the  Company's  Board of
Directors,  be in the Company's best  interests,  and (ii) any transferee of any
shares of stock of the Company  affected by this Agreement to whom rights are so
transferred  (a  "Permitted  Transferee")  will  be  required,  as  a  condition
precedent to acquiring  such shares,  to agree in writing to be bound by all the
terms and conditions of this Agreement applicable to such Permitted Transferee's
transferor, and (iii) upon and after such transfer the Permitted Transferee will
be deemed to be an  Investor  for  purposes of this  Agreement.  Nothing in this
Agreement,  express or implied,  is intended to confer upon any party other than
the  parties  hereto or their  respective  successors  and  assigns  any rights,
remedies,  obligations  or  liabilities  under or by reason  of this  Agreement,
except as expressly provided in this Agreement.

                  (d) Counterparts. This Agreement may be executed in two (2) or
more  counterparts,  each of which will be deemed an original,  but all of which
together will  constitute  one and the same  instrument.  This Agreement will be
effective following the parties signatory hereto upon such counterpart signature
by all initial parties hereto.

                  (e)  Entire   Agreement.   This   Agreement,   including   and
incorporating  the Schedule of Exceptions and all other Exhibits attached hereto
and  referred to herein,  constitutes  and  contains  the entire  agreement  and
understanding of the parties  regarding the subject matter of this Agreement and
supersedes  in its  entirety  any and all  prior  negotiations,  correspondence,
understandings  and agreements  among the parties  respecting the subject matter
hereof.

                  (f) Notices.  Any notice  required to be given or delivered to
the Company  under the terms of this  Agreement  shall be addressed to the Chief
Executive Officer of the Company at its principal corporate offices.  Any notice
required to be given or  delivered  to an  Investor  shall be  addressed  to the
Investor at the address set forth on the signature  page hereof or to such other
address as such party may designate in writing from
<PAGE>
                                                                              20

time to time to the  Company.  Unless  otherwise  provided,  notice  required or
permitted to be given to a party  pursuant to the  provisions of this  Agreement
will be in writing and will be effective  and deemed given under this  Agreement
on the  earliest  of (i) the  date of  personal  delivery,  or (ii)  the date of
transmission  by  facsimile,  or (iii) the  business  day after  deposit  with a
nationally-recognized courier or overnight service, including Federal Express or
Express Mail, for United States deliveries or three (3) business days after such
deposit for deliveries  outside of the United States,  or (iv) five (5) business
days after deposit in the United  States mail by  registered or certified  mail,
postage prepaid, for United States deliveries.  All notices for delivery outside
the United States will be sent by facsimile, or by nationally recognized courier
or overnight service, including Express Mail. Any notice given hereunder to more
than one person will be deemed to have been given, for purposes of counting time
periods hereunder, on the date given to the last party required to be given such
notice.

                  (g) Finders' Fee. Each party represents that it neither is nor
will be obligated for any finders' fee or  commission  in  connection  with this
transaction. Each party agrees to indemnify and to hold the other parties hereto
harmless from any liability for any commission or  compensation in the nature of
a finders' fee (and the costs and expenses of defending  against such  liability
or asserted  liability)  for which such party or any of its officers,  partners,
employees or representatives is responsible.

                  (h) Amendments and Waivers.  Except as otherwise  specifically
provided in this  Agreement,  no term of this  Agreement  may be amended and the
observance of any term of the Agreement may not be waived  (either  generally or
in a particular instance and either  retroactively or prospectively)  except (i)
if prior to the  Closing,  with the  written  consent  of the  Company  and each
Investor  and (ii) if after the  Closing,  with the  consent of the  Company and
Investors   holding  at  least  fifty-one   percent  (51%)  of  the  Registrable
Securities.  Any amendment or waiver  effected in  accordance  with this Section
8(h) will be  binding  upon the  Company,  each  Investor,  and their  permitted
transferees and assigns.

                  (i) Severability.  If one or more provisions of this Agreement
are held to be  unenforceable  under  applicable  law, such  provisions  will be
excluded from this Agreement to the extent unenforceable and the balance of such
provisions,  and of this Agreement,  will be interpreted as if such provision or
part and hereof were so excluded and will be enforceable in accordance  with its
terms.

                  (j)  Aggregation of Stock.  All shares of Common Stock held or
acquired by affiliated  entities or persons will be aggregated  together for the
purpose of determining the availability of any rights under this Agreement.



<PAGE>
                                                                              21

                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Agreement as of the date and year first above written.


TO BE COMPLETED                   INVESTOR
  BY INVESTOR

Shares Subscribed:
                   --------       ----------------------------------------------
                                  (Print Name of Individual or
or                                Entity)
--


Dollar Amount                     Social Security or
Subscribed:                       Tax I.D. Number:
                   --------                            -------------------------


                                  By
                                    --------------------------------------------
                                             (Signature)
                                  Name:
                                  Title:
                                  Address:
                                          ------------------------------------




TO BE COMPLETED                              COMPANY
  BY COMPANY
                                  SILICON VALLEY RESEARCH, INC.
Shares Issued:
              -------------
Date of Issuance:
                 ----------
Share Purchase Price:
                      -----
Aggregate Purchase
 Price:                           By
        -------------------          -------------------------------------------
                                             (Signature)
                                  Name:  James O. Benouis
                                  Title:  President and Chief Executive Officer