EXHIBIT 10.3

                         TELECOMMUNICATION PRODUCTS INC.
                            PLACEMENT AGENT AGREEMENT

Dated  as  of:  August  28,  2003.

The  undersigned,  Telecommunication  Products Inc., a Colorado corporation (the
"COMPANY"),  hereby  agrees  with  Park  Capital  Securities LLC (the "PLACEMENT
AGENT") and Dutchess Private Equities Fund, L.P., a Delaware Limited Partnership
(the  "INVESTOR")  as  follows:

1.     OFFERING.  The  Company  hereby engages the Placement Agent to act as its
exclusive  placement  agent  in  connection  with the Investment Agreement dated
August  28,  2003  (the  "INVESTMENT  AGREEMENT")  pursuant to which the Company
shall  issue and sell to the Investor, from time to time, and the Investor shall
purchase  from  the  Company  (the  "OFFERING")  up  to  Five  Million  Dollars
($5,000,000)  of  the  Company's  Class  A  Voting Common Stock (the "COMMITMENT
AMOUNT"),  par  value  $0.01  per share (the "COMMON STOCK"), at price per share
equal  to  the  Purchase  Price,  as  that  term  is  defined  in the Investment
Agreement.  Pursuant  to  the  terms  hereof,  the  Placement Agent shall render
consulting  services to the Company with respect to the Investment Agreement and
shall  be  available  for  consultation  in  connection  with the advances to be
requested  by the Company pursuant to the Investment Agreement.  All capitalized
terms  used  herein and not otherwise defined herein shall have the same meaning
ascribed  to  them  as in the Investment Agreement. The Investor will be granted
certain  registration  rights with respect to the Common Stock as more fully set
forth  in  a  Registration Rights Agreement between the Company and the Investor
dated August 28, 2003 (the "REGISTRATION RIGHTS AGREEMENT"). The documents to be
executed  and  delivered  in  connection  with  the Offering, including, but not
limited,  to  this  Agreement,  the  Investment  Agreement, and the Registration
Rights  Agreement,  and  any Prospectus or other disclosure document ( including
all  amendments  and  supplements ) utilized in connection with the Offering are
referred  to sometimes hereinafter collectively as the "OFFERING MATERIALS." The
Company's Common Stock is sometimes referred to hereinafter as the "SECURITIES."
The  Placement  Agent  shall  not  be  obligated to sell any Securities and this
Offering  by  the  Placement  Agent  shall  be solely on a "best efforts basis."

2.     REPRESENTATIONS,  WARRANTIES  AND  COVENANTS  OF  THE  PLACEMENT  AGENT.

     A.  The  Placement  Agent  represents,  warrants  and covenants as follows:

     (i)     The  Placement  Agent  has  the  necessary power to enter into this
Agreement  and  to  consummate  the  transactions  contemplated  hereby.

     (ii)     The  execution  and  delivery  by  the  Placement  Agent  of  this
Agreement  and the consummation of the transactions contemplated herein will not
result  in  any  violation  of,  or be in conflict with, or constitute a default
under, any agreement or instrument to which the Placement Agent is a party or by
which  the Placement Agent or its properties are bound, or any judgment, decree,
order  or,  to  the Placement Agent's knowledge, any statute, rule or regulation
applicable to the Placement Agent. This Agreement when executed and delivered by
the Placement Agent, will constitute the legal, valid and binding obligations of
the  Placement  Agent,  enforceable  in  accordance with their respective terms,
except  to  the

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extent  that  (a)  the  enforceability  hereof  or  thereof  may  be  limited by
bankruptcy,  insolvency, reorganization, moratorium or similar laws from time to
time  in  effect  and  affecting  the  rights  of  creditors  generally, (b) the
enforceability  hereof or thereof is subject to general principles of equity, or
(c)  the  indemnification  provisions  hereof  or  thereof  may be held to be in
violation  of  public  policy.

     (iii)     Upon  receipt and execution of this Agreement the Placement Agent
will promptly forward copies of this Agreement to the Company or its counsel and
the  Investor  or  its  counsel.

     (iv)     The  Placement  Agent  will not take any action that it reasonably
believes  would  cause  the Offering to violate the provisions of the Securities
Act  of  1933,  as amended (the "1933 ACT"), the Securities Exchange Act of 1934
(the  "1934  ACT"), the respective rules and regulations promulgated there under
(the  "RULES  AND  REGULATIONS")  or  applicable "Blue Sky" laws of any state or
jurisdiction.

     (v)     The  Placement  Agent  will use all reasonable efforts to determine
(a)  whether the Investor is an Accredited Investor and (b) that any information
furnished  by the Investor is true and accurate.  The Placement Agent shall have
no  obligation  to  insure  that  (x)  any  check, note, draft or other means of
payment  for  the  Common Stock will be honored, paid or enforceable against the
Investor  in accordance with its terms, or (y) subject to the performance of the
Placement  Agent's  obligations  and  the  accuracy  of  the  Placement  Agent's
representations  and  warranties  hereunder, (1) the Offering is exempt from the
registration requirements of the 1933 Act or any applicable state "Blue Sky" law
or  (2)  the  Investor  is  an  Accredited  Investor.

     (vi)     The  Placement  Agent  is  a member of the National Association of
Securities  Dealers,  Inc.,  and is a broker-dealer registered as such under the
1934  Act  and  under  the securities laws of the states in which the Securities
will  be  offered  or  sold  by the Placement Agent unless an exemption for such
state  registration  is available to the Placement Agent. The Placement Agent is
in  compliance  with  all  material  rules  and  regulations  applicable  to the
Placement  Agent generally and applicable to the Placement Agent's participation
in  the  Offering.

3.     REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY.

A.  The  Company  makes  to  the  Placement  Agent  all  the representations and
warranties  it  makes  to  the  Investor  in  the  Investment  Agreement and, in
addition,  represents  and  warrants  as  follows:

     (i)     The  execution, delivery and performance of each of this Agreement,
the  Investment Agreement and the Registration Rights Agreement has been or will
be  duly  and validly authorized by the Company and is, and with respect to this
Agreement,  the  Investment Agreement and the Registration Rights Agreement will
each be, a valid and binding agreement of the Company, enforceable in accordance
with  its  respective  terms,  except  to the extent that (a) the enforceability
hereof  or  thereof  may  be  limited by bankruptcy, insolvency, reorganization,
moratorium  or similar laws from time to time in effect and affecting the rights
of  creditors  generally, (b) the enforceability hereof or thereof is subject to
general  principles  of  equity  or (c) the indemnification provisions hereof or
thereof  may  be  held to be in violation of public policy. The Securities to be
issued  pursuant  to  the  transactions  contemplated  by this Agreement and the
Investment  Agreement  have  been

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duly  authorized  and,  when  issued  and  paid  for in accordance with (x) this
Agreement,  the  Investment  Agreement  and  the  certificates/instruments
representing  such  Securities, (y) will be valid and binding obligations of the
Company,  enforceable  in  accordance with their respective terms, except to the
extent  that  (1)  the  enforceability  thereof  may  be  limited by bankruptcy,
insolvency,  reorganization,  moratorium  or  similar  laws from time to time in
effect  and  affecting  the  rights  of  creditors  generally,  and  (2)  the
enforceability thereof is subject to general principles of equity. All corporate
action  required  to  be  taken  for the authorization, issuance and sale of the
Securities  has  been  duly  and  validly  taken  by  the  Company.

     (ii)     The  Company  has  a  duly  authorized,  issued  and  outstanding
capitalization  as set forth herein and in the Investment Agreement. The Company
is  not  a  party  to or bound by any instrument, agreement or other arrangement
providing  for it to issue any capital stock, rights, warrants, options or other
securities,  except  for  this Agreement, the agreements described herein and as
described  in the Investment Agreement, dated the date hereof and the agreements
described  therein.  All  issued and outstanding securities of the Company, have
been  duly  authorized and validly issued and are fully paid and non-assessable;
the  holders  thereof  have  no  rights  of rescission or preemptive rights with
respect  thereto  and  are not subject to personal liability solely by reason of
being  security holders; and none of such securities were issued in violation of
the  preemptive  rights of any holders of any security of the Company. As of the
date hereof, the authorized capital stock of the Company consists of 100,000,000
shares  of  Class  A  Voting  Common  Stock,  par value $0.01 per share of which
37,513,805  shares  of  Common  Stock  are issued and outstanding and 50,000,000
shares of Preferred Stock, of which 1,000,000 shares are issued and outstanding.

     (iii)     The  Common  Stock to be issued in accordance with this Agreement
and  the  Investment Agreement has been duly authorized and when issued and paid
for  in  accordance  with  this  Agreement,  the  Investment  Agreement  and the
certificates/instruments representing such Common Stock, will be validly issued,
fully-paid  and  non-assessable;  the  holders  thereof  will  not be subject to
personal  liability  solely by reason of being such holders; such Securities are
not  and  will  not  be  subject  to  the preemptive rights of any holder of any
security  of  the  Company.







4.     REPRESENTATIONS,  WARRANTIES  AND  COVENANTS  OF  THE  INVESTOR.

A.     The  Investor  makes  to  the Placement Agent all the representations and
warranties  it makes to the Company in the Investment Agreement and, in addition
represents,  warrants  and  covenants  as  follows:

     (i)     The  Investor  has the necessary power to enter into this Agreement
and  to  consummate  the  transactions  contemplated  hereby.

     (ii)     The  execution  and delivery by the Investor of this Agreement and
the  consummation of the transactions contemplated herein will not result in any
violation  of,  or  be  in  conflict

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with,  or  constitute  a default under, any agreement or instrument to which the
Investor is a party or by which the Investor or its properties are bound, or any
judgment,  decree,  order  or, to the Investor's knowledge, any statute, rule or
regulation  applicable  to  the  Investor.  This  Agreement  when  executed  and
delivered  by  the  Investor,  will  constitute  the  legal,  valid  and binding
obligations  of  the  Investor,  enforceable in accordance with their respective
terms, except to the extent that (a) the enforceability hereof or thereof may be
limited  by  bankruptcy,  insolvency, reorganization, moratorium or similar laws
from time to time in effect and affecting the rights of creditors generally, (b)
the enforceability hereof or thereof is subject to general principles of equity,
or  (c)  the  indemnification  provisions hereof or thereof may be held to be in
violation  of  public  policy.

         (iii)  the  Investor  is  not,  and  will  not  be,  as a result of the
transactions  contemplated  by  the  Offering  Materials  a  "dealer" within the
meaning  of the Securities Exchange Act of 1934 and applicable federal and state
securities  laws and regulations. The Investor covenants that in this respect it
is and will remain in compliance with the requirements of applicable "no action"
rulings  of  the  U.S.  Securities  Exchange  Commission.


     (iv)     The  Investor  will  promptly  forward  copies  of any and all due
diligence  questionnaires  compiled  by  the  Investor  to  the Placement Agent.

5.     CERTAIN  COVENANTS  AND  AGREEMENTS  OF  THE  COMPANY.

     The  Company covenants and agrees at its expense and without any expense to
the  Placement  Agent  as  follows:

A.     To  advise  the  Placement  Agent  of  any material adverse change in the
Company's  financial  condition,  prospects  or  business  or of any development
materially  affecting the Company or rendering untrue or misleading any material
statement in the Offering Materials occurring at any time as soon as the Company
is  either  informed  or  becomes  aware  thereof.

B.     To  use  its  commercially  reasonable  efforts to cause the Common Stock
issuable  in  connection  with  the  Equity  Line  of  Credit to be qualified or
registered  for  sale  on terms consistent with those stated in the Registration
Rights  Agreement  and  under  the  securities laws of such jurisdictions as the
Placement  Agent  and  the  Investor  shall  reasonably  request. Qualification,
registration  and  exemption  charges  and  fees  shall  be at the sole cost and
expense  of  the  Company.

C.     Upon  written  request,  to provide and continue to provide the Placement
Agent  and the Investor copies of all quarterly financial statements and audited
annual  financial  statements  prepared  by  or  on behalf of the Company, other
reports  prepared  by  or on behalf of the Company for public disclosure and all
documents  delivered  to  the  Company's  stockholders.

D.     To  deliver,  during the registration period of the Investment Agreement,
to  the  Placement  Agent  upon  the  Placement  Agent's  request,

     (i)     within  forty  five  (45)  days, a statement of its income for each
such  quarterly  period,  and  its  balance  sheet and a statement of changes in
stockholders'  equity  as of the end of such quarterly period, all in reasonable
detail,  certified  by  its  principal  financial  or  accounting  officer;

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     (ii)     within  ninety  (90) days after the close of each fiscal year, its
balance  sheet as of the close of such fiscal year, together with a statement of
income,  a  statement of changes in stockholders' equity and a statement of cash
flow for such fiscal year, such balance sheet, statement of income, statement of
changes  in  stockholders' equity and statement of cash flow to be in reasonable
detail  and  accompanied  by  a  copy  of  the  certificate or report thereon of
independent  auditors  if  audited  financial  statements  are  prepared;  and

     (iii)     a copy of all documents, reports and information furnished to its
stockholders  at  the  time  that  such  documents,  reports and information are
furnished  to  its  stockholders.

(iv)     a  copy  of  all  documents,  reports  and information furnished to the
Investor  at the time that such documents, reports and information are furnished
to  the  Investor.

E.     To  comply  with  the  terms  of  the  Offering  Materials.

F.     To  ensure  that any transactions between or among the Company, or any of
its  officers,  directors  and affiliates be on terms and conditions that are no
less  favorable  to  the  Company,  than  the terms and conditions that would be
available  in  an  "arm's  length"  transaction with an independent third party.

6.     INDEMNIFICATION.

A.     The  Company  hereby agrees that it will indemnify and hold the Placement
Agent and each officer, director, shareholder, employee or representative of the
Placement  Agent  and  each  person  controlling,  controlled by or under common
control  with  the  Placement Agent within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act or the SEC's Rules and Regulations promulgated
there under (the "Rules and Regulations"), harmless from and against any and all
loss,  claim,  damage, liability, cost or expense whatsoever (including, but not
limited  to,  any  and  all  reasonable  legal  fees  and  other  expenses  and
disbursements  incurred in connection with investigating, preparing to defend or
defending  any  action,  suit  or  proceeding,  including  any  inquiry  or
investigation,  commenced or threatened, or any claim whatsoever or in appearing
or  preparing  for  appearance  as  a witness in any action, suit or proceeding,
including  any  inquiry,  investigation  or  pretrial  proceeding  such  as  a
deposition)  to  which  the  Placement  Agent  or such indemnified person of the
Placement  Agent  may become subject under the 1933 Act, the 1934 Act, the Rules
and  Regulations, or any other federal or state law or regulation, common law or
otherwise,  arising  out  of  or  based upon (i) any untrue statement or alleged
untrue  statement  of  a  material  fact  contained  in  (a)  Section  4 of this
Agreement,  (b) the Offering Materials (except those written statements relating
to  the  Placement  Agent given by an indemnified person for inclusion therein),
(c)  any  application or other document or written communication executed by the
Company  or based upon written information furnished by the Company filed in any
jurisdiction  in  order  to  qualify  the Common Stock under the securities laws
thereof,  or  any  state  securities  commission or agency; (ii) the omission or
alleged  omission from documents described in clauses (a), (b) or (c) above of a
material  fact required to be stated therein or necessary to make the statements
therein  not  misleading;  or  (iii) the breach of any representation, warranty,
covenant or agreement made by the Company in this Agreement. The Company further
agrees  that  upon  demand by an indemnified person, at any time or from time to
time,  it  will  promptly reimburse such indemnified person for any loss, claim,
damage,  liability,  cost  or  expense  actually  and

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reasonably  paid  by  the  indemnified  person  as  to  which  the  Company  has
indemnified  such  person  pursuant  hereto.  Notwithstanding  the  foregoing
provisions  of  this  Paragraph  6(A),  any such payment or reimbursement by the
Company  of fees, expenses or disbursements incurred by an indemnified person in
any  proceeding  in  which a final judgment by a court of competent jurisdiction
(after  all  appeals or the expiration of time to appeal) is entered against the
Placement  Agent  or such indemnified person based upon specific finding of fact
as  to  the  Placement  Agent  or  such indemnified person's gross negligence or
willful  misfeasance  will  be  promptly  repaid  to  the  Company.

B.     The  Placement  Agent  hereby  agrees that it will indemnify and hold the
Company  and  each officer, director, shareholder, employee or representative of
the  Company, and each person controlling, controlled by or under common control
with  the Company within the meaning of Section 15 of the 1933 Act or Section 20
of  the 1934 Act or the Rules and Regulations, harmless from and against any and
all  loss,  claim, damage, liability, cost or expense whatsoever (including, but
not  limited  to,  any  and  all  reasonable  legal  fees and other expenses and
disbursements  incurred in connection with investigating, preparing to defend or
defending  any  action,  suit  or  proceeding,  including  any  inquiry  or
investigation,  commenced or threatened, or any claim whatsoever or in appearing
or  preparing  for  appearance  as  a witness in any action, suit or proceeding,
including  any  inquiry,  investigation  or  pretrial  proceeding  such  as  a
deposition)  to  which the Company or such indemnified person of the Company may
become  subject  under the 1933 Act, the 1934 Act, the Rules and Regulations, or
any  other  federal or state law or regulation, common law or otherwise, arising
out  of  or  based  upon (i) the conduct of the Placement Agent or its officers,
employees  or  representatives  in  willful  violation  of  any of such laws and
regulations  while  acting  as  Placement  Agent  for  the  Offering or (ii) the
material  breach  of any representation, warranty, covenant or agreement made by
the  Placement Agent in this Agreement (iii) any false or misleading information
provided  to  the  Company  by one of the Placement Agent's indemnified persons.

C.     The  Investor hereby agrees that it will indemnify and hold the Placement
Agent and each officer, director, shareholder, employee or representative of the
Placement  Agent,  and  each  person  controlling, controlled by or under common
control  with  the  Placement Agent within the meaning of Section 15 of the 1933
Act  or  Section  20 of the 1934 Act or the Rules and Regulations, harmless from
and  against  any  and  all  loss,  claim,  damage,  liability,  cost or expense
whatsoever (including, but not limited to, any and all reasonable legal fees and
other  expenses  and  disbursements  incurred  in connection with investigating,
preparing  to  defend or defending any action, suit or proceeding, including any
inquiry or investigation, commenced or threatened, or any claim whatsoever or in
appearing  or  preparing  for  appearance  as  a  witness in any action, suit or
proceeding,  including any inquiry, investigation or pretrial proceeding such as
a  deposition)  to  which  the Placement Agent or such indemnified person of the
Placement  Agent  may become subject under the 1933 Act, the 1934 Act, the Rules
and  Regulations, or any other federal or state law or regulation, common law or
otherwise,  arising  out of or based upon (i) the conduct of the Investor or its
officers,  employees  or  representatives  in its acting as the Investor for the
Offering  or  (ii) the material breach of any representation, warranty, covenant
or  agreement  made by the Investor in the Offering Materials (iii) any false or
misleading information provided to the Placement Agent by the Investor or one of
the  Investor's  indemnified  persons.

D.     The  Placement  Agent  hereby  agrees that it will indemnify and hold the
Investor  and each officer, director, shareholder, employee or representative of
the  Investor,  and  each  person

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controlling,  controlled by or under common control with the Investor within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act or the Rules
and  Regulations,  harmless  from  and  against any and all loss, claim, damage,
liability,  cost  or  expense whatsoever (including, but not limited to, any and
all  reasonable  legal  fees  and  other  expenses and disbursements incurred in
connection with investigating, preparing to defend or defending any action, suit
or  proceeding, including any inquiry or investigation, commenced or threatened,
or any claim whatsoever or in appearing or preparing for appearance as a witness
in  any  action,  suit  or  proceeding,  including any inquiry, investigation or
pretrial  proceeding  such  as  a  deposition)  to  which  the  Investor or such
indemnified  person  of  the Investor may become subject under the 1933 Act, the
1934  Act,  the  Rules  and  Regulations,  or  any other federal or state law or
regulation,  common  law  or  otherwise,  arising  out  of or based upon (i) the
conduct  of the Placement Agent or its officers, employees or representatives in
willful  violation  of  any  of  such  laws and regulations while  acting as the
Placement  Agent  for  the  Offering  or  (ii)  the  material  breach  of  any
representation,  warranty,  covenant or agreement made by the Placement Agent in
this  Agreement  (iii)  any  false  or  misleading  information  provided to the
Investor  by  one  of  the  Placement  Agent's  indemnified  persons.

E.     Promptly  after receipt by an indemnified party of notice of commencement
of  any  action  covered  by  Section  6(A),  (B),  (C)  or (D), the party to be
indemnified  shall, within five (5) business days, notify the indemnifying party
of  the  commencement  thereof;  the omission by one (1) indemnified party to so
notify  the  indemnifying  party shall not relieve the indemnifying party of its
obligation  to  indemnify any other indemnified party that has given such notice
and  shall  not  relieve the indemnifying party of any liability outside of this
indemnification  if  not  materially  prejudiced  thereby. In the event that any
action  is brought against the indemnified party, the indemnifying party will be
entitled  to participate therein and, to the extent it may desire, to assume and
control  the  defense  thereof  with  counsel  chosen  by it which is reasonably
acceptable to the indemnified party. After notice from the indemnifying party to
such  indemnified  party  of  its election to so assume the defense thereof, the
indemnifying  party  will  not  be  liable  to such indemnified party under such
Section  6(A),  (B),  (C),  or  (D) for any legal or other expenses subsequently
incurred  by  such indemnified party in connection with the defense thereof, but
the  indemnified  party  may, at its own expense, participate in such defense by
counsel  chosen  by  it,  without,  however,  impairing the indemnifying party's
control  of  the  defense.  Subject  to  the  proviso  of  this  sentence  and
notwithstanding  any  other  statement  to  the  contrary  contained herein, the
indemnified  party  or  parties  shall have the right to choose its or their own
counsel  and  control  the  defense  of  any  action,  all at the expense of the
indemnifying  party  if,  (i)  the  employment  of  such counsel shall have been
authorized  in  writing by the indemnifying party in connection with the defense
of  such  action  at  the  expense  of  the  indemnifying  party,  or  (ii)  the
indemnifying  party  shall  not have employed counsel reasonably satisfactory to
such  indemnified  party  to  have charge of the defense of such action within a
reasonable  time  after  notice  of  commencement  of  the action, or (iii) such
indemnified  party  or parties shall have reasonably concluded that there may be
defenses available to it or them which are different from or additional to those
available  to  one  or  all  of  the  indemnifying  parties  (in  which case the
indemnifying  parties  shall  not  have  the right to direct the defense of such
action  on  behalf  of the indemnified party or parties), in any of which events
such  fees  and  expenses  of  one  additional  counsel  shall  be  borne by the
indemnifying party; provided, however, that the indemnifying party shall not, in
connection  with any one action or separate but substantially similar or related
actions  in the same jurisdiction arising out of the same general allegations or
circumstance,  be  liable  for the reasonable fees and expenses of more than one
separate  firm  of  attorneys  at  any  time  for  all

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such  indemnified  parties. No settlement of any action or proceeding against an
indemnified  party  shall be made without the consent of the indemnifying party.

F.     In  order to provide for just and equitable contribution in circumstances
in which the indemnification provided for in Section 6 is due in accordance with
its  terms but is for any reason held by a court to be unavailable on grounds of
policy  or otherwise, the Company and the Placement Agent and the Investor shall
contribute  to  the aggregate losses, claims, damages and liabilities (including
legal or other expenses reasonably incurred in connection with the investigation
or  defense  of  same)  which the other may incur in such proportion so that the
Company,  the  Placement  Agent  and  the Investor shall be responsible for such
percent  of  the  aggregate  of  such losses, claims, damages and liabilities as
shall  equal  the  percentage  of  the  gross  proceeds  paid  to each of them.;
provided,  however, that no person guilty of fraudulent misrepresentation within
the  meaning  of Section 11(f) of the 1933 Act shall be entitled to contribution
from  any  person  who  was not guilty of such fraudulent misrepresentation. For
purposes  of  this  Section 6(F), any person controlling, controlled by or under
common  control  with  the  Placement  Agent, or any partner, director, officer,
employee, representative or any agent of any thereof, shall have the same rights
to  contribution  as the Placement Agent and each person controlling, controlled
by  or under common control with the Company within the meaning of Section 15 of
the  1933  Act or Section 20 of the 1934 Act and each officer of the Company and
each  director  of the Company shall have the same rights to contribution as the
Company  and each person controlling, controlled by or under common control with
the  Investor  within the meaning of Section 15 of the 1933 Act or Section 20 of
the  1934 Act and each member of the general partner of the Investor  shall have
the  same  rights  to  contribution  as  the  Company.  Any  party  entitled  to
contribution  will,  promptly  after  receipt  of  notice of commencement of any
action,  suit  or  proceeding against such party in respect of which a claim for
contribution may be made against the other party under this Section 6(F), notify
such  party  from whom contribution may be sought, but the omission to so notify
such party shall not relieve the party from whom contribution may be sought from
any  obligation  they  may  have  hereunder  or otherwise if the party from whom
contribution  may  be sought is not materially prejudiced thereby. The indemnity
and  contribution  agreements contained in this Section 6 shall remain operative
and  in  full  force  and  effect  regardless of any investigation made by or on
behalf  of  any  indemnified  person  or  any  termination  of  this  Agreement.

7.     FEES.  The  Company  hereby  agrees to pay the Placement Agent 1% for the
gross  proceeds  from  each Put with a maximum of ten thousand dollars ($10,000)
upon  the  execution  of  this  Agreement.

8.     PAYMENT  OF  EXPENSES.  The  Company  hereby  agrees  to  bear all of the
expenses  in  connection  with  the  Offering, including, but not limited to the
following:  filing fees, printing and duplicating costs, advertisements, postage
and  mailing  expenses  with  respect to the transmission of Offering Materials,
registrar  and  transfer agent fees, and expenses, fees of the Company's counsel
and  accountants,  issue  and transfer taxes, if any. The Company agrees to bear
all  the  reasonable  expenses of the Placement Agent in performing its services
under  this  Agreement  including  but  not  limited to the fees and expenses of
counsel.

9.     CONDITIONS  OF  CLOSING.  The Closing shall be held at the offices of the
Investor  or its counsel. The obligations of the Placement Agent hereunder shall
be  subject  to the continuing accuracy of the representations and warranties of
the  Company  herein  as  of  the date hereof and as of the Date of Closing (the
"Closing  Date") with respect to the Company as if it had been made on and as of
such  Closing  Date;  the  accuracy  on  and  as  of  the

<PAGE>
Closing  Date  of the statements of the officers of the Company made pursuant to
the  provisions  hereof;  and  the  performance  by the Company on and as of the
Closing  Date  of  its  covenants and obligations hereunder and to the following
further  conditions:

A.     Upon  the  effectiveness  of a registration statement  in accordance with
the  Investment  Agreement,  the  Placement  Agent shall receive the opinions of
Counsel  to the Company and of the Investor, dated as of the date thereof, which
opinion  shall be in form and substance reasonably satisfactory to the Investor,
the  Company,  their  counsel  and  the  Placement  Agent.

B.     At or prior to the Closing, the Placement Agent shall have been furnished
such  documents,  certificates and opinions as it may reasonably require for the
purpose  of enabling them to review or pass upon the matters referred to in this
Agreement  and  the  Offering  Materials,  or in order to evidence the accuracy,
completeness  or  satisfaction  of  any  of  the  representations, warranties or
conditions  herein  contained.

C.     At  and  prior  to  the  Closing,  (i)  there shall have been no material
adverse  change  nor development involving a prospective change in the condition
or  prospects or the business activities, financial or otherwise, of the Company
from  the  latest  dates as of which such condition is set forth in the Offering
Materials; (ii) there shall have been no transaction, not in the ordinary course
of business except the transactions pursuant to the Investment Agreement entered
into by the Company which has not been disclosed in the Offering Materials or to
the  Placement  Agent  in  writing;  (iii)  except  as set forth in the Offering
Materials,  the  Company  shall  not  be  in  default under any provision of any
instrument  relating  to  any  outstanding  indebtedness  for  which a waiver or
extension  has  not  been  otherwise  received;  (iv) except as set forth in the
Offering Materials, the Company shall not have issued any securities (other than
those  to  be  issued as provided in the Offering Materials) or declared or paid
any  dividend  or  made  any  distribution of its capital stock of any class and
there shall not have been any change in the indebtedness (long or short term) or
liabilities  or  obligations  of the Company (contingent or otherwise) and trade
payable  debt;  (v)  no  material amount of the assets of the Company shall have
been  pledged  or  mortgaged, except as indicated in the Offering Materials; and
(v)  no  action, suit or proceeding, at law or in equity, against the Company or
affecting  any  of  its  properties or businesses shall be pending or threatened
before  or  by  any  court  or  federal  or  state  commission,  board  or other
administrative  agency,  domestic  or  foreign, wherein an unfavorable decision,
ruling or finding could materially adversely affect the businesses, prospects or
financial  condition  or  income  of  the  Company,  except  as set forth in the
Offering  Materials.

D.     .  At  Closing,  the  Placement  Agent shall receive a certificate of the
Company  signed by an executive officer and chief financial officer, dated as of
the  applicable  Closing,  to  the  effect  that  the  conditions  set  forth in
subparagraph  (C)  above  have  been  satisfied  and  that, as of the applicable
closing,  the representations and warranties of the Company set forth herein are
true  and  correct.

10.     TERMINATION.  This  Agreement  shall  be co-terminus with, and terminate
upon  the  same  terms  and  conditions  as  those  set forth in, the Investment
Agreement.  The  rights of the Investor and the obligations of the Company under
the Registration Rights Agreement, and the rights of the Placement Agent and the
obligations  of  the  Company  shall  survive  the termination of this Agreement
unabridged  for  a  period  of  twenty-four  (24) months after the Closing Date.

<PAGE>

11.     MISCELLANEOUS.  A.  This  Agreement  may  be  executed  in any number of
counterparts,  each  of  which  shall be deemed to be an original, but all which
shall  be  deemed  to  be one and the same instrument. B. Any notice required or
permitted  to  be  given hereunder shall be given in writing and shall be deemed
effective  when  deposited  in  the United States mail, postage prepaid, or when
received if personally delivered or faxed (upon confirmation of receipt received
by  the  sending  party),  addressed  as  follows:

     If  to  Placement  Agent,  to:

     Park  Capital
     Attn:  Phillip  Orlando
     216  East  45th  Street,  7th  Floor
     New  York,  New  York  10017
     (800)  826  2622
     Fax:  (212)  201-3502

     If  to  the  Company,  to:



     With  a  copy  to:



     If  to  the  Investor:

     Dutchess  Private  Equities  fund,  LP
     312  Stuart  St.
     Boston,  MA  02116
     Tel:     (617)  960-3582
     Fax:     (617)  960-3772

     or  to  such  other address of which written notice is given to the others.

C.     This  Agreement  shall be governed by and construed in all respects under
the  laws  of  the  State of Delaware, without reference to its conflict of laws
rules  or  principles. Any suit, action, proceeding or litigation arising out of
or relating to this Agreement shall be brought and prosecuted in such federal or
state  court  or  courts  located  within  the  Commonwealth of Massachusetts as
provided  by  law. The parties hereby irrevocably and unconditionally consent to
the jurisdiction of each such court or courts located within the Commonwealth of
Massachusetts  and to service of process by registered or certified mail, return
receipt requested, or by any other manner provided by applicable law, and hereby
irrevocably  and unconditionally waive any right to claim that any suit, action,
proceeding  or  litigation  so  commenced  has been commenced in an inconvenient
forum.

D.     This  Agreement  and  the  other agreements referenced herein contain the
entire  understanding  between  the  parties  hereto  and may not be modified or
amended except by a writing duly signed by the party against whom enforcement of
the  modification  or  amendment  is  sought.

E.     If  any  provision  of  this  Agreement  shall  be  held to be invalid or
unenforceable,  such  invalidity  or unenforceability shall not affect any other
provision  of  this  Agreement.

     [REMAINDER  OF  PAGE  INTENTIONALLY  LEFT  BLANK]

<PAGE>
IN  WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of the
date  first  written  above.

COMPANY:



By:
Name:  Robert  Russell
Title:  President  and  CEO


By:
Name:  Phillip  Orlando
Title:  President


INVESTOR:

DUTCHESS  PRIVATE  EQUITIES  FUND,  L.P.
BY  ITS  GENERAL  PARTNER  DUTCHESS
CAPITAL  MANAGEMENT,  LLC


By:__________________________________
Name:  Douglas  H.  Leighton
Title:  A  Managing  Member