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                                                                     Exhibit 4.2

                             SUBSCRIPTION AGREEMENT

         THIS  SUBSCRIPTION  AGREEMENT (this  "Agreement"),  dated as of October
____,  2003,  by and among New Dragon Asia  Corp.,  a Florida  corporation  (the
"Company"),  and the subscribers identified on the signature page hereto (each a
"Subscriber" and collectively "Subscribers").

         WHEREAS,  the Company and the  Subscribers are executing and delivering
this  Agreement  in reliance  upon an  exemption  from  securities  registration
afforded by the  provisions  of Section 4(2),  Section 4(6) and/or  Regulation D
("Regulation  D") as  promulgated  by the United States  Securities and Exchange
Commission  (the "SEC") under the  Securities Act of 1933, as amended (the "1933
Act").

         WHEREAS,  the parties  desire  that,  upon the terms and subject to the
conditions   contained  herein,   the  Company  shall  issue  and  sell  to  the
Subscribers,  as provided herein, and the Subscribers,  in the aggregate,  shall
purchase  not less than  $1,500,000  nor more  than  $3,400,000  (the  "Purchase
Price") of shares of the Company's  common stock,  $.0001 par value (the "Common
Stock") at a per share  Purchase Price equal to the lesser of $.50 or 85% of the
average of the closing  prices of the Common Stock as reported by Bloomberg L.P.
for the American  Stock Exchange  ("Amex") for the twenty-two  (22) trading days
preceding  but not  including  the Closing  Date, as defined in Section 13(b) of
this Agreement, and also not including the trading day immediately preceding the
Closing Date; and share purchase warrants (the "Warrants"), in the form attached
hereto as Exhibit A, to purchase  shares of Common Stock (the "Warrant  Shares")
(i.e. one (1) Warrant Share for each two shares of Common Stock,  which shall be
purchased  on the  Closing  Date.  The  shares of Common  Stock to be  purchased
hereunder (the "Shares"),  the Warrants and the Warrant Shares are  collectively
referred to herein as the "Securities"; and

         WHEREAS,  the  aggregate  proceeds  of the sale of the shares of Common
Stock and the Warrants  contemplated  hereby shall be held in escrow pursuant to
the  terms  of  a  Funds  Escrow   Agreement  to  be  executed  by  the  parties
substantially in the form attached hereto as Exhibit B (the "Escrow Agreement").

         NOW,  THEREFORE,  in  consideration  of the mutual  covenants and other
agreements  contained in this Agreement the Company and the  Subscribers  hereby
agree as follows:

                  1.  Purchase and Sale of Shares and  Warrants.  Subject to the
satisfaction  (or waiver) of the terms and  conditions of this  Agreement,  each
Subscriber shall purchase shares of Common Stock in the amount designated on the
signature  page hereto for the portion of the  Purchase  Price  indicated on the
signature  page hereto,  and the amount of Warrants  designated on the signature
page,  and the Company  shall sell such shares of Common  Stock and  Warrants to
such Subscriber.

                  2. Escrow Arrangements; Form of Payment. Upon execution hereof
by  the  parties  and  pursuant  to the  terms  of the  Escrow  Agreement,  each
Subscriber  agrees to make the  deliveries  required of such  Subscriber  as set
forth in the Escrow  Agreement  and the  Company  agrees to make the  deliveries
required of the Company as set forth in the Escrow Agreement.

                  3. Warrant  Exercise  Price.  The per Warrant  Share  exercise
price to  acquire  a Warrant  Share  shall be 110% of the  closing  price of the
Common  Stock as reported  by  Bloomberg  L.P.  for the Amex for the trading day
preceding the Closing Date.  The Warrants  shall be  exercisable  for five years
after the Issue Date (as defined in the Warrant).


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                  4.   Subscriber's   Representations   and   Warranties.   Each
Subscriber  hereby  represents and warrants to and agrees with the Company as to
such Subscriber that:

                           (a)  Information on Company.  The Subscriber has been
furnished  with or has obtained  from the EDGAR  Website of the  Securities  and
Exchange  Commission  (the  "Commission")  the Company's  Form 10-K for the year
ended December 25, 2002 as filed with the Commission on April 9, 2003,  together
with  all  subsequently  filed  Forms  10-Q,  8-K,  and  filings  made  with the
Commission available at the EDGAR website (hereinafter  referred to collectively
as the "Reports").  In addition, the Subscriber has received in writing from the
Company such other information  concerning its operations,  financial  condition
and other  matters  as the  Subscriber  has  requested  in writing  (such  other
information is collectively,  the "Other Written  Information"),  and considered
all factors the  Subscriber  deems material in deciding on the  advisability  of
investing in the Securities.

                           (b) Information on Subscriber. The Subscriber is, and
will be at the  time of the  exercise  of any of the  Warrants,  an  "accredited
investor", as such term is defined in Regulation D promulgated by the Commission
under the Securities Act of 1933, as amended (the "1933 Act"), is experienced in
investments and business matters,  has made investments of a speculative  nature
and has  purchased  securities  of United  States  publicly-owned  companies  in
private placements in the past and, with its representatives, has such knowledge
and  experience in financial,  tax and other  business  matters as to enable the
Subscriber to utilize the information  made available by the Company to evaluate
the merits and risks of and to make an informed investment decision with respect
to the  proposed  purchase,  which  represents  a  speculative  investment.  The
Subscriber  has the authority and is duly and legally  qualified to purchase and
own the  Securities.  The Subscriber is able to bear the risk of such investment
for an indefinite period and to afford a complete loss thereof.  The information
set forth on the signature page hereto regarding the Subscriber is accurate.

                           (c) Purchase of Shares and  Warrants.  On the Closing
Date, the Subscriber  will purchase the Shares and Warrants as principal for its
own account and not with a view to any distribution thereof.

                           (d) Compliance  with  Securities  Act. The Subscriber
understands and agrees that the Securities  have not been  registered  under the
1933 Act or any applicable state securities laws, by reason of their issuance in
a transaction  that does not require  registration  under the 1933 Act (based in
part  on the  accuracy  of the  representations  and  warranties  of  Subscriber
contained herein),  and that such Securities must be held indefinitely  unless a
subsequent  disposition is registered under the 1933 Act or any applicable state
securities laws or is exempt from such  registration.  In any event, and subject
to compliance  with  applicable  securities  laws, the Subscriber may enter into
hedging transactions with third parties, which may in turn engage in short sales
of the  Securities  in the course of hedging  the  position  they assume and the
Subscriber may also enter into short positions or other derivative  transactions
relating to the  Securities,  or  interests in the  Securities,  and deliver the
Securities,  or interests in the  Securities,  to close out their short or other
positions or  otherwise  settle  short sales or other  transactions,  or loan or
pledge the Securities,  or interests in the Securities, to third parties that in
turn may dispose of these Securities.

                           (e) Shares Legend.  The Shares and the Warrant Shares
shall bear the following or similar legend:

                  "THE  SHARES  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE
                  SHARES  MAY  NOT  BE  SOLD,   OFFERED  FOR  SALE,  PLEDGED  OR
                  HYPOTHECATED  IN  THE  ABSENCE  OF AN  EFFECTIVE  REGISTRATION
                  STATEMENT  UNDER SUCH  SECURITIES ACT OR ANY APPLICABLE  STATE
                  SECURITIES   LAW  OR  AN   OPINION   OF   COUNSEL   REASONABLY
                  SATISFACTORY TO NEW DRAGON ASIA CORP.  THAT SUCH  REGISTRATION
                  IS NOT REQUIRED."



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<PAGE>

                           (f)  Warrants  Legend.  The  Warrants  shall bear the
following

or similar legend:

                  "THIS WARRANT AND THE COMMON SHARES  ISSUABLE UPON EXERCISE OF
                  THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
                  OF 1933,  AS  AMENDED.  THIS  WARRANT  AND THE  COMMON  SHARES
                  ISSUABLE  UPON  EXERCISE  OF THIS  WARRANT  MAY  NOT BE  SOLD,
                  OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
                  EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID
                  ACT OR ANY  APPLICABLE  STATE  SECURITIES LAW OR AN OPINION OF
                  COUNSEL REASONABLY  SATISFACTORY TO NEW DRAGON ASIA CORP. THAT
                  SUCH REGISTRATION IS NOT REQUIRED."

                           (g)  Communication  of  Offer.  The offer to sell the
Securities was directly  communicated  to the  Subscriber by the Company.  At no
time was the Subscriber presented with or solicited by any leaflet, newspaper or
magazine  article,  radio or  television  advertisement,  or any  other  form of
general  advertising  or  solicited or invited to attend a  promotional  meeting
otherwise than in connection and concurrently with such communicated offer.

                           (h)  Authority;  Enforceability.  This  Agreement and
other  agreements  delivered  together  with  this  Agreement  or in  connection
herewith have been duly authorized, executed and delivered by the Subscriber and
are valid and binding  agreements  enforceable  in accordance  with their terms,
subject  to  bankruptcy,   insolvency,   fraudulent  transfer,   reorganization,
moratorium  and similar laws of general  applicability  relating to or affecting
creditors' rights generally and to general  principles of equity; and Subscriber
has full  corporate  power and authority  necessary to enter into this Agreement
and such other agreements and to perform its obligations hereunder and under all
other agreements entered into by the Subscriber relating hereto.

                           (i) Correctness of  Representations.  Each Subscriber
represents  as  to  such  Subscriber  that  the  foregoing  representations  and
warranties  are true and correct as of the date hereof and,  unless a Subscriber
otherwise  notifies  the  Company  prior to the  Closing  Date  (as  hereinafter
defined),  shall be true and  correct  as of the  Closing  Date.  The  foregoing
representations  and  warranties  shall survive the Closing Date for a period of
three years.

                  5.  Company   Representations  and  Warranties.   The  Company
represents and warrants to and agrees with each Subscriber that:

                           (a) Due  Incorporation.  The  Company and each of its
subsidiaries  is a  corporation  duly  organized,  validly  existing and in good
standing under the laws of the respective  jurisdictions of their  incorporation
and have the requisite  corporate power to own their  properties and to carry on
their business as now being conducted.  The Company and each of its subsidiaries
is  duly



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<PAGE>

qualified as a foreign  corporation  to do business  and is in good  standing in
each jurisdiction  where the nature of the business  conducted or property owned
by it makes such  qualification  necessary,  other than those  jurisdictions  in
which the failure to so qualify would not have a material  adverse effect on the
business, operations or financial condition of the Company.

                           (b)  Outstanding  Stock.  All issued and  outstanding
shares of capital  stock of the  Company and each of its  subsidiaries  has been
duly authorized and validly issued and are fully paid and non-assessable.

                           (c) Authority;  Enforceability.  This Agreement,  the
Warrant,  the Escrow Agreement and any other agreements  delivered together with
this Agreement or in connection herewith have been duly authorized, executed and
delivered  by the Company and are valid and binding  agreements  enforceable  in
accordance  with their  terms,  subject to  bankruptcy,  insolvency,  fraudulent
transfer,  reorganization,  moratorium and similar laws of general applicability
relating to or affecting  creditors' rights generally and to general  principles
of equity;  and the Company has full corporate power and authority  necessary to
enter into this  Agreement,  the Warrant,  the Escrow  Agreement  and such other
agreements  and to  perform  its  obligations  hereunder  and  under  all  other
agreements entered into by the Company relating hereto.

                           (d)  Additional  Issuances.  There are no outstanding
agreements or preemptive or similar rights  affecting the Company's common stock
or equity  and no  outstanding  rights,  warrants  or  options  to  acquire,  or
instruments   convertible   into  or   exchangeable   for,  or   agreements   or
understandings  with  respect  to the sale or  issuance  of any shares of common
stock  or  equity  of  the  Company  or  other  equity  interest  in  any of the
subsidiaries  of the  Company  except as  described  on  Schedule  5(d),  or the
Reports.

                           (e) Consents. No consent, approval,  authorization or
order  of  any  court,   governmental   agency  or  body  or  arbitrator  having
jurisdiction over the Company, or any of its affiliates,  the Amex, the National
Association  of Securities  Dealers,  Inc.,  Nasdaq,  SmallCap  Market,  the OTC
Bulletin Board nor the Company's  Shareholders is required for execution of this
Agreement,  and  all  other  agreements  entered  into by the  Company  relating
thereto, including, without limitation, the issuance and sale of the Securities,
and the  performance of the Company's  obligations  hereunder and under all such
other agreements.

                           (f)  No   Violation   or   Conflict.   Assuming   the
representations  and  warranties  of the  Subscribers  in Section 4 are true and
correct,  neither the issuance and sale of the Securities nor the performance of
the Company's  obligations under this Agreement and all other agreements entered
into by the Company relating thereto by the Company will:

                                    (i)  violate,  conflict  with,  result  in a
breach of, or  constitute a default (or an event which with the giving of notice
or the lapse of time or both would be reasonably likely to constitute a default)
under (A) the articles of incorporation,  charter or bylaws of the Company,  (B)
to the Company's  knowledge,  any decree,  judgment,  order, law, treaty,  rule,
regulation or determination applicable to the Company of any court, governmental
agency or body, or arbitrator having jurisdiction over the Company or any of its
affiliates  or over  the  properties  or  assets  of the  Company  or any of its
affiliates,  (C) the terms of any bond, debenture, note or any other evidence of
indebtedness,  or any agreement,  stock option or other similar plan, indenture,
lease,  mortgage,  deed of trust or other instrument to which the Company or any
of its  affiliates is a party,  by which the Company or any of its affiliates is
bound, or to which any of the properties of the Company or any of its affiliates
is  subject,  or (D) the terms of any  "lock-up"  or  similar  provision  of any
underwriting or similar agreement to which the Company, or any of its affiliates
is a party except the violation, conflict, breach, or default of which would not
have a material adverse effect on the Company; or



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<PAGE>

                                    (ii) result in the creation or imposition of
any lien,  charge or encumbrance upon the Securities or any of the assets of the
Company, its subsidiaries or any of its affiliates.

                           (g) The Securities. The Securities upon issuance:

                                    (i) are,  or will be,  free and clear of any
security interests, liens, claims or other encumbrances, subject to restrictions
upon transfer under the 1933 Act and any applicable state securities laws;

                                    (ii) have been, or will be, duly and validly
authorized and on the date of issuance,  and upon exercise of the Warrants,  the
Warrant  Shares will be duly and validly  issued,  fully paid and  nonassessable
(and if registered pursuant to the 1933 Act, and resold pursuant to an effective
registration statement will be free trading and unrestricted, provided that each
Subscriber  complies with the prospectus  delivery  requirements of the 1933 Act
and any state securities laws);

                                    (iii)  will not have been  issued or sold in
violation  of any  preemptive  or other  similar  rights of the  holders  of any
securities of the Company; and

                                    (iv) will not subject the holders thereof to
personal liability by reason of being such holders.

                           (h)  Litigation.  There is no pending or, to the best
knowledge of the Company,  threatened action, suit,  proceeding or investigation
before any court, governmental agency or body, or arbitrator having jurisdiction
over the Company,  or any of its  affiliates  that would affect the execution by
the  Company or the  performance  by the Company of its  obligations  under this
Agreement, and all other agreements entered into by the Company relating hereto.
Except  as  disclosed  in the  Reports,  there  is no  pending  or,  to the best
knowledge of the Company,  threatened action, suit,  proceeding or investigation
before any court, governmental agency or body, or arbitrator having jurisdiction
over  the  Company,  or any of its  affiliates  which  litigation  if  adversely
determined could have a material adverse effect on the Company.

                           (i) Reporting Company. The Company is a publicly-held
company  subject to reporting  obligations  pursuant to Sections 15(d) and 13 of
the Securities Exchange Act of 1934, as amended (the "1934 Act") and has a class
of common shares registered  pursuant to Section 12(g) of the 1934 Act. Pursuant
to the  provisions of the 1934 Act, the Company has timely filed all reports and
other materials  required to be filed thereunder with the Commission  during the
preceding twelve months.

                           (j) No  Market  Manipulation.  The  Company  has  not
taken,  and will not take,  directly or indirectly,  any action  designed to, or
that might  reasonably  be  expected  to,  cause or result in  stabilization  or
manipulation  of the price of the common stock of the Company to facilitate  the
sale or resale of the Securities or affect the price at which the Securities may
be issued or resold.

                           (k)  Information   Concerning  Company.  The  Reports
contain all material  information relating to the Company and its operations and
financial  condition as of their respective dates which  information is required
to be disclosed therein.  Since the date of the financial statements included in
the Reports,  and except as modified in the Other Written  Information or in the
Schedules  hereto,  there has been no material  adverse  change in the Company's
business,  financial  condition or affairs not  disclosed  in the  Reports.  The
Reports do 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 therein not misleading in light of the circumstances when made.



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<PAGE>

                           (l) Stop Transfer. The Securities,  when issued, will
be restricted securities.  The Company will not issue any stop transfer order or
other order  impeding  the sale,  resale or  delivery of any of the  Securities,
except as may be required by any applicable  federal or state  securities  laws.
The Company will not issue any stop  transfer or other order  impeding the sale,
resale or  delivery  of the  Securities  unless  contemporaneous  notice of such
instruction is given to the Subscriber.

                           (m) Defaults.  The Company is not in violation of its
Articles of Incorporation or ByLaws.  The Company is (i) not in default under or
in violation of any other  material  agreement  or  instrument  to which it is a
party or by which  it or any of its  properties  are  bound or  affected,  which
default or violation would have a material  adverse effect on the Company,  (ii)
not  in  default  with  respect  to  any  order  of  any  court,  arbitrator  or
governmental  body  or  subject  to or  party  to  any  order  of any  court  or
governmental  authority arising out of any action,  suit or proceeding under any
statute or other law respecting antitrust,  monopoly, restraint of trade, unfair
competition  or similar  matters,  or (iii) to its knowledge in violation of any
statute, rule or regulation of any governmental  authority which violation would
have a material adverse effect on the Company.

                           (n) No Integrated Offering.  Neither the Company, nor
any of its  affiliates,  nor any  person  acting  on its or  their  behalf,  has
directly or indirectly made any offers or sales of any security or solicited any
offers to buy any security under circumstances that would cause the offer of the
Securities  pursuant to this Agreement to be integrated  with prior offerings by
the Company for purposes of the 1933 Act or any applicable  stockholder approval
provisions,  including,  without limitation,  under the rules and regulations of
the Amex, nor will the Company or any of its affiliates or subsidiaries take any
action or steps that would cause the offer of the  Securities  to be  integrated
with other  offerings.  The Company will not conduct any offering other than the
transactions  contemplated  hereby  that  will be  integrated  with the offer or
issuance of the Securities.

                           (o) No General Solicitation. Neither the Company, nor
any of its affiliates,  nor to its knowledge,  any person acting on its or their
behalf, has engaged in any form of general  solicitation or general  advertising
(within the meaning of Regulation D under the 1933 Act) in  connection  with the
offer or sale of the Securities.

                           (p) Listing. The Company's common stock is listed for
trading on the Amex.  The Company has not  received  any oral or written  notice
that its common  stock will be delisted  from the Amex nor that its common stock
does not meet all  requirements  for the  continuation of such quotation and the
Company satisfies the requirements for the continued listing of its common stock
on the Amex.

                           (q) No  Undisclosed  Liabilities.  The Company has no
liabilities or obligations which are material, individually or in the aggregate,
which are not disclosed in the Reports and Other Written Information, other than
those incurred in the ordinary course of the Company's businesses since December
25,  2002 and which,  individually  or in the  aggregate,  would  reasonably  be
expected to have a material adverse effect on the Company's financial condition,
other than as set forth in Schedule 5(q).

                           (r) No  Undisclosed  Events or  Circumstances.  Since
December 25, 2002, no event or circumstance  has occurred or exists with respect
to the Company or its businesses, properties, operations or financial condition,
that,  under applicable law, rule or regulation,  requires public  disclosure or
announcement  prior to the date  hereof by the Company but which has not been so
publicly announced or disclosed in the Reports.


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<PAGE>

              (s)  Capitalization.  The authorized and outstanding capital stock
of the Company as of the date of this  Agreement  and the  Closing  Date are set
forth on Schedule  5(s).  Except as set forth in the  Reports and Other  Written
Information  and Schedule  5(d),  there are no options,  warrants,  or rights to
subscribe to, securities, rights or obligations convertible into or exchangeable
for or giving any right to  subscribe  for any  shares of  capital  stock of the
Company.  All of the outstanding shares of Common Stock of the Company have been
duly and validly authorized and issued and are fully paid and nonassessable.

              (t) Dilution.  The Company's executive officers and directors have
studied and fully  understand the nature of the Securities being sold hereby and
recognize that they have a potential  dilutive  effect on the interests of other
holders of the Company's  securities.  The board of directors of the Company has
concluded,  in its good faith  business  judgment,  that such issuance is in the
best interests of the Company.

              (u) S-3 Eligibility. The Company currently meets, and will use its
best efforts to take all necessary  action to continue to meet, the  "registrant
requirements" set forth in the general instruction 1A to Form S-3.

              (v) Correctness of  Representations.  The Company  represents that
the foregoing representations and warranties are true and correct as of the date
hereof in all material respects, will be true and correct as of the Closing Date
in all  material  respects,  and,  unless the  Company  otherwise  notifies  the
Subscribers prior to the Closing Date, shall be true and correct in all material
respects as of the Closing Date.  The foregoing  representations  and warranties
shall survive the Closing Date for a period of three years.

         6.  Regulation D Offering.  This Offering is being made pursuant to the
exemption from the  registration  provisions of the 1933 Act afforded by Section
4(2) or Section 4(6) of the 1933 Act and/or Rule 506 of Regulation D promulgated
thereunder.  On the Closing Date, the Company will provide an opinion reasonably
acceptable  to  Subscriber  from the  Company's  legal  counsel  opining  on the
availability of an exemption from registration  under the 1933 Act as it relates
to the offer and  issuance  of the  Securities.  A form of the legal  opinion is
annexed hereto as Exhibit C. The Company will provide, at the Company's expense,
such other legal  opinions  in the future as are  reasonably  necessary  for the
exercise of the Warrants and resale of the Warrant Shares.

         7. Reissuance of Securities. The Company agrees to reissue certificates
representing  the Shares and the Warrant Shares without the legends set forth in
Sections 4(e) and 4(f) above at such time as (a) the holder thereof is permitted
to and  disposes of the  Securities  pursuant to Rule 144(d)  and/or Rule 144(k)
under the 1933 Act in the  opinion of  counsel  reasonably  satisfactory  to the
Company, or (b) upon resale subject to an effective registration statement after
the Shares and the Warrant Shares are registered under the 1933 Act. The Company
agrees to cooperate with each Subscriber in connection with all resales pursuant
to Rule  144(d) and Rule  144(k) and provide  legal  opinions  at the  Company's
expense  necessary  to allow such  resales  provided the Company and its counsel
receive reasonably  requested written  representations  from each Subscriber and
selling   broker,   if  any.   Provided  each   Subscriber   provides   required
certifications  and  representation  letters,  if any, if the  Company  fails to
remove any legend as required by this  Section 7 (a "Legend  Removal  Failure"),
then  beginning on the tenth (10th) day following the date that each  Subscriber
has  requested  the  removal of the legend and  delivered  all items  reasonably
required by the Company to be  delivered  by each  Subscriber,  that the Company
continues  to  fail  to  remove  such  legend,  the  Company  shall  pay to each
Subscriber or assignee  holding  Shares or Warrant  Shares,  subject to a Legend
Removal Failure,  as liquidated damages and not a penalty an amount equal to ten
percent (10%) of the purchase  price of the Shares and Warrant Shares subject to
a Legend  Removal  Failure



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<PAGE>

for each 15-day  period or part thereof that such failure  continues.  If during
any twelve (12) month period, the Company fails to remove any legend as required
by this  Section 7 for an  aggregate  of thirty (30) days,  each  Subscriber  or
assignee  holding  Securities  subject to a Legend  Removal  Failure may, at its
option,  require the  Company to  purchase  all or any portion of the Shares and
Warrant Shares subject to a Legend  Removal  Failure held by each  Subscriber or
assignee at a price per share equal to 130% of the purchase price of such Shares
and Warrant Shares.

                  8.       Broker's Fee/Legal Fee/Escrow Agent.

                           (a) Legal  Fee.  The  Company  shall pay to Grushko &
Mittman,  P.C., a fee of $3,500  ("Legal  Fees") as  reimbursement  for services
rendered in  connection  with this  Agreement  and the  purchase and sale of the
shares of Common Stock and the Warrants  (the  "Offering")  and acting as Escrow
Agent  for the  Offering.  The  Legal  Fees will be  payable  out of funds  held
pursuant to the Escrow Agreement.

                           (b)  Broker.  The  Company on the one hand,  and each
Subscriber on the other hand,  agree to indemnify the other against and hold the
other harmless from any and all  liabilities to any persons  claiming  brokerage
commissions  or Broker's  Commission  other than  Berry-Shino  Securities,  Inc.
("Broker")  on account of services  purported to have been rendered on behalf of
the  indemnifying  party in connection  with this Agreement or the  transactions
contemplated hereby and arising out of such party's actions.  The Company agrees
that it will pay  Broker a cash fee  equal to 10% of the  Purchase  Price on the
Closing Date (as defined herein)  directly out of the funds held pursuant to the
Escrow Agreement ("Broker's Commissions"). The Company represents that there are
no other parties entitled to receive fees,  commissions,  or similar payments in
connection with the offering described in this Agreement except the Broker.

                           9.  Covenants of the Company.  The Company  covenants
and agrees with the Subscribers as follows:

                           (a)  Stop   Orders.   The  Company  will  advise  the
Subscribers,  promptly after it receives  notice of issuance by the  Commission,
any state securities  commission or any other  regulatory  authority of any stop
order or of any order preventing or suspending any offering of any securities of
the Company,  or of the suspension of the  qualification  of the Common Stock of
the Company for offering or sale in any  jurisdiction,  or the initiation of any
proceeding for any such purpose.

                           (b)  Listing.   If  applicable,   the  Company  shall
promptly  secure  the  listing  of the  shares of Common  Stock to be  purchased
hereunder and the Warrant  Shares upon each  national  securities  exchange,  or
automated  quotation  system, if any, upon which shares of common stock are then
listed  (subject to official notice of issuance) and shall maintain such listing
so long as any Securities are outstanding. The Company will maintain the listing
of its Common Stock on the American  Stock  Exchange,  Nasdaq  SmallCap  Market,
Nasdaq  National  Market System,  OTC Bulletin Board, or New York Stock Exchange
(whichever  of the foregoing is at the time the  principal  trading  exchange or
market for the Common Stock (the  "Principal  Market")),  and will comply in all
respects with the Company's  reporting,  filing and other  obligations under the
bylaws or rules of the Principal Market, as applicable. The Company will provide
the Subscribers  copies of all notices it receives  notifying the Company of the
threatened and actual  delisting of the Common Stock from any Principal  Market.
As of the Closing Date, the Amex will be the Principal Market.

                           (c) Market  Regulations.  If  required,  the  Company
shall  notify  the  Commission,   the  Principal  Market  and  applicable  state
authorities, in accordance with their requirements,



                                       8
<PAGE>

if any, of the transactions  contemplated by this Agreement,  and shall take all
other  necessary  action and  proceedings  as may be required  and  permitted by
applicable  law, rule and  regulation,  for the legal and valid  issuance of the
Securities to the Subscribers and promptly provide copies thereof to Subscriber.

                           (d) Reporting Requirements. From the Closing Date and
until at least two (2) years after the actual effective date of the Registration
Statement  described in Section 11.1(iv) hereof,  the Company will (i) cause its
Common Stock to continue to be  registered  under  Section 12(b) or 12(g) of the
1934 Act, (ii) comply in all respects with its reporting and filing  obligations
under  the 1934 Act,  (iii)  comply  with all  reporting  requirements  that are
applicable  to an issuer with a class of shares  registered  pursuant to Section
12(b) or 12(g)  of the  1934  Act,  as  applicable,  and  (iv)  comply  with all
requirements  related  to any  registration  statement  filed  pursuant  to this
Agreement.  The Company will use its best efforts not to take any action or file
any  document  (whether or not  permitted by the 1933 Act or the 1934 Act or the
rules  thereunder) to terminate or suspend such  registration or to terminate or
suspend its reporting and filing  obligations under said acts until the later of
two (2) years  after the actual  effective  date of the  Registration  Statement
described  in Section  11.1(iv)  hereof.  Until the earlier of the resale of the
Shares and the Warrant Shares by each Subscriber or at least two (2) years after
the  Warrants  have been  exercised,  the Company  will use its best  efforts to
continue the listing or quotation  of the Common Stock on the  Principal  Market
and will comply in all respects with the Company's  reporting,  filing and other
obligations under the bylaws or rules of the Principal Market.

                           (e) Use of Proceeds.  The Purchase Price will be used
by the Company for working  capital and may not and will not be used for accrued
and unpaid  officer and director  salaries,  payment of financing  related debt,
redemption  of  redeemable  notes  or  equity  instruments  of the  Company  nor
non-trade obligations outstanding on the Closing Date.

                           (f)   Reservation   of  Common  Stock.   The  Company
undertakes to reserve from its  authorized  but unissued  common  stock,  at all
times that Warrants remain  outstanding,  a number of common shares equal to the
amount of common shares issuable upon exercise of the Warrants.

                           (g)  Taxes.  For a period of two (2) years  after the
date hereof,  the Company will promptly pay and  discharge,  or cause to be paid
and  discharged,  when  due and  payable,  all  lawful  taxes,  assessments  and
governmental  charges or levies  imposed upon the income,  profits,  property or
business  of the  Company;  provided,  however,  that any such tax,  assessment,
charge or levy  need not be paid if the  validity  thereof  shall  currently  be
contested in good faith by appropriate proceedings and if the Company shall have
set aside on its books  adequate  reserves with respect  thereto,  and provided,
further,  that the  Company  will pay all such  taxes,  assessments,  charges or
levies  forthwith  upon the  commencement  of  proceedings to foreclose any lien
which may have attached as security therefore.

                           (h)  Insurance.  For a period of two (2) years  after
the date  hereof,  the Company  will keep its assets  which are of an  insurable
character  insured by financially  sound and reputable  insurers against loss or
damage by fire,  explosion  and  other  risks  customarily  insured  against  by
companies in the Company's  line of business,  in amounts  sufficient to prevent
the Company from  becoming a  co-insurer  and not in any event less than 100% of
the insurable value of the property insured; and the Company will maintain, with
financially  sound and reputable  insurers,  insurance against other hazards and
risks and  liability  to persons  and  property  to the extent and in the manner
customary  for  companies in similar  businesses  similarly  situated and to the
extent available on commercially reasonable terms.

                           (i) Books and Records.  For a period of two (2) years
after the date  hereof,  the Company will keep true records and books of account
in  which  full,  true  and  correct  entries  will be



                                       9
<PAGE>

made of all dealings or  transactions in relation to its business and affairs in
accordance with generally accepted accounting principles applied on a consistent
basis.

                           (j) Governmental Authorities. For a period of two (2)
years after the date hereof,  the Company  shall duly observe and conform in all
material respects to all valid requirements of governmental authorities relating
to the conduct of its business or to its properties or assets.

                           (k)  Intellectual  Property.  For a period of two (2)
years after the date hereof, the Company shall maintain in full force and effect
its corporate existence, rights and franchises and all licenses and other rights
to use intellectual  property owned or possessed by it and reasonably  deemed to
be necessary to the conduct of its business.

                           (l)  Properties.  For a period of two (2) years after
the date hereof,  the Company will keep its  properties in good repair,  working
order and condition,  reasonable  wear and tear excepted,  and from time to time
make all needful  and proper  repairs,  renewals,  replacements,  additions  and
improvements  thereto;  and the  Company  will at all  times  comply  with  each
provision  of all  leases  to which it is a party  or  under  which it  occupies
property if the breach of such provision could  reasonably be expected to have a
material adverse effect.

                           (m)  Confidentiality.  For a period  of two (2) years
after the date hereof,  the Company agrees that it will not disclose publicly or
privately the identity of the Subscribers  unless expressly agreed to in writing
by a  Subscriber  or only to the extent  required  by law and then only upon ten
days prior notice to Subscriber.

                           (n) Blackout.  The Company  undertakes  and covenants
that until the first to occur of (i) the  registration  statement  described  in
Section 11.1(iv) having been effective for one hundred and eighty (180) business
days, or (ii) until all the Shares and Warrant Shares have been resold  pursuant
to said registration statement, the Company will not enter into any acquisition,
merger,  exchange  or sale or other  transaction  that  could have the effect of
delaying the  effectiveness of any pending  registration  statement,  causing an
already effective  registration  statement to no longer be effective or current,
or require  the filing of an  amendment  to an  already  effective  registration
statement.

                  10.   Covenants  of  the  Company  and  Subscriber   Regarding
Indemnification.

                           (a) The Company  agrees to indemnify,  hold harmless,
reimburse and defend the  Subscribers,  the  Subscribers'  officers,  directors,
agents,  affiliates,  control persons, and principal  shareholders,  against any
claim,  cost,  expense,   liability,   obligation,  loss  or  damage  (including
reasonable legal fees) of any nature, incurred by or imposed upon the Subscriber
or any  such  person  which  results,  arises  out of or is  based  upon (i) any
material  misrepresentation  by Company or breach of any  warranty by Company in
this  Agreement  or in any  Exhibits  or  Schedules  attached  hereto,  or other
agreement  delivered pursuant hereto; or (ii) after any applicable notice and/or
cure  periods,  any  breach or  default  in  performance  by the  Company of any
covenant or undertaking to be performed by the Company  hereunder,  or any other
agreement entered into by the Company and Subscriber relating hereto.

                           (b)  Each  Subscriber   agrees  to  indemnify,   hold
harmless,  reimburse and defend the Company and each of the Company's  officers,
directors, agents, affiliates, control persons against any claim, cost, expense,
liability,  obligation,  loss or damage (including reasonable legal fees) of any
nature,  incurred  by or  imposed  upon the  Company  or any such  person  which
results,  arises out of or is based upon (i) any material  misrepresentation  by
such  Subscriber  in this  Agreement or in any  Exhibits or  Schedules  attached
hereto,  or  other  agreement  delivered  pursuant  hereto;  or (ii)  after  any


                                       10
<PAGE>

applicable  notice and/or cure periods,  any breach or default in performance by
such  Subscriber  of  any  covenant  or  undertaking  to be  performed  by  such
Subscriber  hereunder,  or any other  agreement  entered into by the Company and
Subscribes relating hereto.

                           (c) The  procedures  set forth in Section  11.6 shall
apply to the indemnifications set forth in Sections 10(a) and 10(b) above.

                  11.1.  Registration  Rights.  The  Company  hereby  grants the
following registration rights to holders of the Securities.

                           (i) On one occasion,  for a period commencing 91 days
after the Closing  Date,  but not later than three years after the Closing  Date
("Request Date"),  the Company,  upon a written request therefor from any record
holder or  holders  of more than 50% of the Shares  issued in the  Offering  and
Warrant Shares (collectively "Registrable  Securities"),  shall prepare and file
with the  Commission a  registration  statement  under the 1933 Act covering the
Shares and Warrant Shares which are the subject of such request. For purposes of
Sections  11.1(i)  and  11.1(ii),   Registrable  Securities  shall  not  include
Securities which are included in an effective registration statement or included
for  registration in a pending  registration  statement.  In addition,  upon the
receipt of such request,  the Company shall  promptly give written notice to all
other  record  holders  of the  Registrable  Securities  that such  registration
statement  is to be filed  and  shall  include  in such  registration  statement
Registrable Securities for which it has received written requests within 10 days
after the  Company  gives such  written  notice.  Such other  requesting  record
holders shall be deemed to have exercised their demand  registration right under
this Section 11.1(i).

                           (ii) If the Company at any time  proposes to register
any of its securities under the 1933 Act for sale to the public, whether for its
own account or for the account of other  security  holders or both,  except with
respect  to  registration  statements  on Forms  S-4,  S-8 or  another  form not
available for  registering  the  Registrable  Securities for sale to the public,
provided the Registrable  Securities are not otherwise  registered for resale by
the Subscribers or Holder pursuant to an effective registration statement,  each
such  time it will give at least 15 days'  prior  written  notice to the  record
holder of the Registrable Securities of its intention so to do. Upon the written
request of the holder,  received by the Company  within 10 days after the giving
of any such notice by the Company, to register any of the Registrable Securities
not previously registered, the Company will cause such Registrable Securities as
to which  registration  shall have been so  requested  to be  included  with the
securities to be covered by the registration  statement  proposed to be filed by
the Company,  all to the extent required to permit the sale or other disposition
of the  Registrable  Securities so registered by the holder of such  Registrable
Securities (the "Seller").  In the event that any registration  pursuant to this
Section 11.1(ii) shall be, in whole or in part, an underwritten  public offering
of common stock of the Company,  the number of shares of Registrable  Securities
to be  included  in  such  an  underwriting  may  be  reduced  by  the  managing
underwriter  if and to the extent  that the Company  and the  underwriter  shall
reasonably  be of the opinion that such  inclusion  would  adversely  affect the
marketing  of the  securities  to be  sold  by the  Company  therein;  provided,
however,  that the  Company  shall  notify  the  Seller in  writing  of any such
reduction. Notwithstanding the foregoing provisions, or Section 11.4 hereof, the
Company may  withdraw or delay or suffer a delay of any  registration  statement
referred to in this Section 11.1(ii) without thereby  incurring any liability to
the Seller.

                           (iii)  If,  at  the  time  any  written  request  for
registration is received by the Company pursuant to Section 11.1(i), the Company
has  determined  to  proceed  with  the  actual  preparation  and  filing  of  a
registration  statement under the 1933 Act in connection with the proposed offer
and sale for cash of any of its securities for the Company's own account and the
Company  actually  does file such other  registration  statement,  such  written
request shall be deemed to have been given pursuant to Section  11.1(ii)  rather
than Section  11.1(i),  and the rights of the holders of Registrable  Securities
covered by such written request shall be governed by Section 11.1(ii).



                                       11
<PAGE>

                           (iv) The Company shall file with the  Commission  not
later than thirty (30) days after the Closing Date (the "Filing Date"),  and use
its  reasonable  commercial  efforts to cause to be  declared  effective  within
ninety  (90) days after the  Closing  Date (the  "Effective  Date"),  a Form S-3
registration  statement (the "Registration  Statement") (or such other form that
it is eligible  to use) in order to  register  the  Registrable  Securities  for
resale and  distribution  under the 1933 Act. The Company will register not less
than a number  of  shares of  common  stock in the  aforedescribed  registration
statement  that is equal to the  number of the Shares and  Warrant  Shares.  The
Registrable  Securities  shall be  reserved  and set aside  exclusively  for the
benefit of each  Subscriber,  and not issued,  employed  or reserved  for anyone
other than each  Subscriber.  Such  Registration  Statement will  immediately be
amended or additional  registration  statements will be immediately filed by the
Company as necessary to register  additional shares of Common Stock to allow the
public  resale of all Common  Stock  included  in and  issuable by virtue of the
Registrable Securities.  No securities of the Company other than the Registrable
Securities  will be included in the  registration  statement  described  in this
Section  11.1(iv)  except as  disclosed  on Schedule  11.1,  without the written
consent of Subscriber.

                  11.2. Registration Procedures.  If and whenever the Company is
required by the provisions of Section 11.1(i),  11.1(ii),  or (iv) to effect the
registration  of any shares of  Registrable  Securities  under the 1933 Act, the
Company will, as expeditiously as possible:

                           (a)  subject  to  the  timelines   provided  in  this
Agreement,  prepare  and  file  with the  Commission  a  registration  statement
required by Section 11, with respect to such securities and use its best efforts
to cause such  registration  statement  to become and remain  effective  for the
period of the distribution contemplated thereby (determined as herein provided),
and promptly  provide to the holders of Registrable  Securities  (the "Sellers")
copies of all filings and Commission letters of comment;

                           (b)  prepare  and  file  with  the  Commission   such
amendments  and  supplements to such  registration  statement and the prospectus
used in  connection  therewith  as may be  necessary  to keep such  registration
statement  effective until such registration  statement has been effective for a
period of two (2) years,  and comply  with the  provisions  of the 1933 Act with
respect to the disposition of all of the Registrable  Securities covered by such
registration  statement  in  accordance  with the  Seller's  intended  method of
disposition set forth in such registration statement for such period;

                           (c) furnish to the Seller, at the Company's  expense,
such number of copies of the registration  statement and the prospectus included
therein  (including each preliminary  prospectus) as such persons reasonably may
request in order to  facilitate  the  public  sale or their  disposition  of the
securities covered by such registration statement;

                           (d) use its best  efforts to  register or qualify the
Seller's Registrable Securities covered by such registration statement under the
securities  or "blue sky" laws of such  jurisdictions  as the Seller,  provided,
however,  that the Company shall not for any such purpose be required to qualify
generally  to transact  business as a foreign  corporation  in any  jurisdiction
where it is not so qualified or to consent to general  service of process in any
such jurisdiction;

                           (e) if applicable,  list the  Registrable  Securities
covered by such registration statement with any securities exchange on which the
Common Stock of the Company is then listed;



                                       12
<PAGE>

                           (f)  immediately  notify the Seller when a prospectus
relating  thereto  is  required  to be  delivered  under  the 1933  Act,  of the
happening  of any event of which the Company has  knowledge as a result of which
the  prospectus  contained 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 light of the circumstances then existing; and

                           (g)  provided  same would not be in  violation of the
provision of Regulation FD under the 1934 Act, make  available for inspection by
the Seller,  and any attorney,  accountant or other agent retained by the Seller
or underwriter,  all publicly  available,  non-confidential  financial and other
records,  pertinent corporate documents and properties of the Company, and cause
the  Company's  officers,   directors  and  employees  to  supply  all  publicly
available,  non-confidential  information  reasonably  requested  by the seller,
attorney, accountant or agent in connection with such registration statement.

                  11.3.   Provision  of  Documents.   In  connection  with  each
registration  described  in this  Section  11,  the Seller  will  furnish to the
Company in writing such information and  representation  letters with respect to
itself and the proposed  distribution by it as reasonably  shall be necessary in
order to assure compliance with federal and applicable state securities laws.

                  11.4. Non-Registration Events. The Company and the Subscribers
agree that the Seller will suffer damages if any registration statement required
under  Section  11.1(iv)  above is not filed by the Filing Date and not declared
effective  by the  Commission  by  the  Effective  Date,  and  any  registration
statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days
after written request and declared  effective by the Commission  within 120 days
after such  request,  and  maintained  in the manner and within the time periods
contemplated by Section 11 hereof, and it would not be feasible to ascertain the
extent of such  damages with  precision.  Accordingly,  if (i) the  registration
statement on Form S-3 or such other form  described  in Section  11.1(iv) is not
filed on or before the Filing Date or is not declared effective on or before the
sooner of the Effective Date, or within ten (10) business days of receipt by the
Company  of a  written  or oral  communication  from  the  Commission  that  the
registration statement described in Section 11.1(iv) will not be reviewed,  (ii)
if the registration  statement  described in Sections 11.1(i) or 11.1(ii) is not
filed within 60 days after such written  request,  or is not declared  effective
within 120 days after such written request, or (iii) any registration  statement
described  in Sections  11.1(i),  11.1(ii)  or  11.1(iv)  is filed and  declared
effective but shall  thereafter  cease to be effective  (without being succeeded
immediately  by  an  additional   registration   statement  filed  and  declared
effective)  for a period of time which shall exceed 30 days in the aggregate per
year  or more  than  20  consecutive  days  (defined  as a  period  of 365  days
commencing on the date the Registration  Statement is declared  effective) (each
such event  referred to in clauses  (i),  (ii) and (iii) of this Section 11.4 is
referred  to herein  as a  "Non-Registration  Event"),  then the  Company  shall
deliver to the holder of  Registrable  Securities,  as  Liquidated  Damages,  an
amount  equal to two percent (2%) for each thirty days or part  thereof,  of the
greater of the (i) market value based on the average of the Closing  Prices,  or
(ii)  Purchase  Price of the Shares;  and  actually  paid  "Purchase  Price" (as
defined in the Warrants)  issued or issuable upon exercise of the Warrants,  for
each  thirty   (30)  days  or  part   thereof   during  the   pendency  of  such
Non-Registration  Event, for the Registrable  Securities owned of record by such
holder as of or subsequent  to the  occurrence  of such  Non-Registration  Event
during  each such thirty  (30) day period or part  thereof.  Payments to be made
pursuant  to this  Section  11.4 shall be  payable  in cash and due and  payable
within ten (10)  business  days after the end of each  thirty (30) day period or
part thereof.

                  11.5.  Expenses.  All  expenses  incurred  by the  Company  in
complying with Section 11, including,  without limitation,  all registration and
filing  fees,   printing  expenses,   fees  and  disbursements  of  counsel  and
independent  public  accountants for the Company,  fees and expenses  (including
reasonable  counsel  fees)  incurred in  connection  with  complying  with state
securities or "blue sky" laws,  fees of the



                                       13
<PAGE>

National  Association  of Securities  Dealers,  Inc.,  transfer  taxes,  fees of
transfer  agents and  registrars,  costs of insurance and fee of one counsel for
all Sellers are called "Registration  Expenses".  All underwriting discounts and
selling commissions applicable to the sale of Registrable Securities,  including
any fees and disbursements of any additional  counsel to the Seller,  are called
"Selling Expenses". The Company will pay all Registration Expenses in connection
with the registration statement under Section 11. Selling Expenses in connection
with each  registration  statement under Section 11 shall be borne by the Seller
and may be  apportioned  among the Sellers in proportion to the number of shares
sold by the Seller relative to the number of shares sold under such registration
statement or as all Sellers thereunder may agree.

                  11.6. Indemnification and Contribution.

                           (a) In the event of a registration of any Registrable
Securities  under the 1933 Act pursuant to Section 11, the Company  will, to the
extent permitted by law, indemnify and hold harmless the Seller, each officer of
the Seller,  each director of the Seller,  each  underwriter of such Registrable
Securities thereunder and each other person, if any, who controls such Seller or
underwriter  within the meaning of the 1933 Act,  against  any  losses,  claims,
damages  or  liabilities,  joint  or  several,  to  which  the  Seller,  or such
underwriter  or  controlling  person  may become  subject  under the 1933 Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect  thereof) arise out of or are based upon any untrue statement or alleged
untrue  statement of any material fact contained in any  registration  statement
under  which  such  Registrable  Securities  was  registered  under the 1933 Act
pursuant to Section 11, any preliminary prospectus or final prospectus contained
therein,  or any amendment or supplement  thereof,  or arise out of or are based
upon 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
in light of the  circumstances  when made, and will subject to the provisions of
Section  11.6(c)  reimburse  the  Seller,  each such  underwriter  and each such
controlling person for any legal or other expenses  reasonably  incurred by them
in connection  with  investigating  or defending any such loss,  claim,  damage,
liability or action; provided,  however, that the Company shall not be liable to
the Seller to the extent that any such damages arise out of or are based upon an
untrue  statement  or omission  made in any  preliminary  prospectus  if (i) the
Seller failed to send or deliver a copy of the final prospectus delivered by the
Company to the Seller with or prior to the delivery of written  confirmation  of
the sale by the Seller to the person asserting the claim from which such damages
arise,  (ii) the final  prospectus would have corrected such untrue statement or
alleged untrue statement or such omission or alleged  omission,  or (iii) to the
extent that any such loss, claim,  damage or liability arises out of or is based
upon an untrue  statement  or alleged  untrue  statement  or omission or alleged
omission so made in conformity with information furnished by any such Seller, or
any such controlling person in writing specifically for use in such registration
statement or prospectus.

                           (b)  In the  event  of a  registration  of any of the
Registrable  Securities  under the 1933 Act  pursuant  to Section 11, the Seller
will, to the extent  permitted by law,  indemnify and hold harmless the Company,
and each person, if any, who controls the Company within the meaning of the 1933
Act,  each  officer of the Company who signs the  registration  statement,  each
director of the  Company,  each  underwriter  and each person who  controls  any
underwriter  within the meaning of the 1933 Act,  against  all  losses,  claims,
damages or liabilities,  joint or several, to which the Company or such officer,
director,  underwriter or  controlling  person may become subject under the 1933
Act or otherwise,  insofar as such losses,  claims,  damages or liabilities  (or
actions in respect  thereof) arise out of or are based upon any untrue statement
or alleged untrue  statement of any material fact contained in the  registration
statement under which such Registrable Securities were registered under the 1933
Act  pursuant  to Section 11, any  preliminary  prospectus  or final  prospectus
contained therein,  or any amendment or supplement  thereof,  or arise out of or
are based upon 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,  and will  reimburse  the Company and each such  officer,  director,
underwriter  and controlling  person for any legal or other



                                       14
<PAGE>

expenses  reasonably  incurred  by  them in  connection  with  investigating  or
defending any such loss, claim, damage, liability or action, provided,  however,
that the  Seller  will be liable  hereunder  in any such case if and only to the
extent that any such loss, claim,  damage or liability arises out of or is based
upon an untrue  statement  or alleged  untrue  statement  or omission or alleged
omission made in reliance upon and in conformity with information  pertaining to
such  Seller,  as such,  furnished  in  writing to the  Company  by such  Seller
specifically for use in such registration statement or prospectus, and provided,
further, however, that the liability of the Seller hereunder shall be limited to
the  gross  proceeds  received  by the  Seller  from  the  sale  of  Registrable
Securities covered by such registration statement.

                           (c) Promptly  after receipt by an  indemnified  party
hereunder of notice of the commencement of any action,  such  indemnified  party
shall,  if a claim in respect  thereof is to be made  against  the  indemnifying
party  hereunder,  notify the  indemnifying  party in writing  thereof,  but the
omission  so to notify  the  indemnifying  party  shall not  relieve it from any
liability  which it may have to such  indemnified  party  other  than under this
Section  11.6(c) and shall only relieve it from any liability  which it may have
to such indemnified party under this Section 11.6(c),  except and only if and to
the extent the  indemnifying  party is prejudiced by such omission.  In case any
such action shall be brought against any  indemnified  party and it shall notify
the indemnifying party of the commencement thereof, the indemnifying party shall
be entitled to  participate  in and, to the extent it shall wish,  to assume and
undertake  the defense  thereof with counsel  satisfactory  to such  indemnified
party,  and, after notice from the indemnifying  party to such indemnified party
of its election so to assume and undertake the defense thereof, the indemnifying
party shall not be liable to such  indemnified  party under this Section 11.6(c)
for any  legal  expenses  subsequently  incurred  by such  indemnified  party in
connection with the defense thereof other than reasonable costs of investigation
and of liaison  with  counsel  so  selected,  provided,  however,  that,  if the
defendants  in any such  action  include  both  the  indemnified  party  and the
indemnifying  party and the indemnified  party shall have  reasonably  concluded
that there may be reasonable  defenses  available to it which are different from
or additional to those available to the  indemnifying  party or if the interests
of the indemnified party reasonably may be deemed to conflict with the interests
of the indemnifying  party, the indemnified  parties, as a group, shall have the
right to select one  separate  counsel  and to assume  such legal  defenses  and
otherwise  to  participate  in the defense of such action,  with the  reasonable
expenses and fees of such separate  counsel and other  expenses  related to such
participation to be reimbursed by the indemnifying party as incurred.

                           (d) In  order  to  provide  for  just  and  equitable
contribution  in the event of joint  liability under the 1933 Act in any case in
which either (i) the Seller,  or any controlling  person of the Seller,  makes a
claim for  indemnification  pursuant to this Section  11.6 but it is  judicially
determined  (by the entry of a final  judgment or decree by a court of competent
jurisdiction  and the  expiration  of time to appeal  or the  denial of the last
right of appeal)  that such  indemnification  may not be  enforced  in such case
notwithstanding  the fact that this Section 11.6 provides for indemnification in
such case, or (ii)  contribution  under the 1933 Act may be required on the part
of the Seller or  controlling  person of the Seller in  circumstances  for which
indemnification  is not provided under this Section 11.6; then, and in each such
case,  the Company  and the Seller  will  contribute  to the  aggregate  losses,
claims,  damages or liabilities to which they may be subject (after contribution
from others) in such  proportion so that the Seller is responsible  only for the
portion  represented  by the  percentage  that the public  offering price of its
securities  offered by the  registration  statement bears to the public offering
price  of all  securities  offered  by such  registration  statement,  provided,
however,  that,  in any  such  case,  (y) the  Seller  will not be  required  to
contribute  any  amount  in  excess  of the  public  offering  price of all such
securities  offered by it pursuant to such  registration  statement;  and (z) no
person or entity guilty of fraudulent  misrepresentation  (within the meaning of
Section 10(f) of the 1933 Act) will be entitled to contribution  from any person
or entity who was not guilty of such fraudulent misrepresentation.



                                       15
<PAGE>

                  11.7. Delivery of Unlegended Shares.

                           (a)  Within  three  (3)  business  days  (such  third
business day, the  "Delivery  Date") after the business day on which the Company
has received (i) a notice that  Registrable  Securities  have been sold,  (ii) a
representation that the prospectus delivery  requirements,  if applicable,  have
been  satisfied,  and (iii) the original  share  certificates  representing  the
shares of Common  Stock that have been sold,  the  Company at its  expense,  (i)
shall deliver, and shall cause legal counsel selected by the Company to deliver,
to its transfer agent (with copies to Subscriber) an appropriate instruction and
opinion of such counsel,  for the delivery of unlegended  shares of Common Stock
issuable pursuant to any effective and current registration  statement described
in Section 11 of this Agreement (the  "Unlegended  Shares");  and (ii) cause the
transmission of the  certificates  representing  the Unlegended  Shares together
with a legended  certificate  representing  the balance of the unsold  shares of
Common Stock,  if any, to the Subscriber at the address  specified in the notice
of sale, via express courier,  by electronic  transfer or otherwise on or before
the Delivery Date.

                           (b)  In  lieu  of  delivering  physical  certificates
representing  the  Unlegended   Shares,  if  the  Company's  transfer  agent  is
participating in the Depository Trust Company ("DTC") Fast Automated  Securities
Transfer  program,  upon request of a  Subscriber  and its  compliance  with the
provisions contained in this paragraph, so long as the certificates therefore do
not bear a legend and the Subscriber is not obligated to return such certificate
for the  placement  of a legend  thereon,  the Company  shall cause its transfer
agent to electronically  transmit the Unlegended Shares by crediting the account
of  Subscriber's  prime  Broker with DTC through  its Deposit  Withdrawal  Agent
Commission system.

                           (c)  The  Company  understands  that a  delay  in the
delivery  of the  Unlegended  Shares  pursuant  to Section 11 hereof  beyond the
Delivery Date could result in economic loss to a Subscriber.  As compensation to
a  Subscriber  for such loss,  the Company  agrees to pay late  payment fees (as
liquidated  damages and not as a penalty) to the Subscriber for late delivery of
Unlegended Shares in the amount of $100 per business day after the Delivery Date
for each $10,000 of purchase  price of the shares of Common  Stock  delivered to
the Company for  reissuance  as  Unlegended  Shares.  The Company  shall pay any
payments incurred under this Section in immediately available funds upon demand.

                           (d) In addition to any other  rights  available  to a
Subscriber,  if the Company fails to deliver to a Subscriber  Unlegended  Shares
within  ten (10)  calendar  days  after  the  Delivery  Date and the  Subscriber
purchases (in an open market transaction or otherwise) shares of common stock to
deliver in  satisfaction  of a sale by such  Subscriber  of the shares of Common
Stock which the Subscriber  anticipated receiving from the Company (a "Buy-In"),
then  the  Company  shall  pay in cash to the  Subscriber  (in  addition  to any
remedies  available to or elected by the Subscriber) the amount by which (A) the
Subscriber's total purchase price (including brokerage commissions,  if any) for
the shares of common stock so purchased exceeds (B) the aggregate purchase price
of the  shares of Common  Stock  delivered  to the  Company  for  reissuance  as
Unlegended  Shares,  together with interest  thereon at a rate of 15% per annum,
accruing  until such  amount and any  accrued  interest  thereon is paid in full
(which  amount shall be paid as  liquidated  damages and not as a penalty).  For
example,  if a  Subscriber  purchases  shares  of  Common  Stock  having a total
purchase  price of $11,000 to cover a Buy-In with respect to $10,000 of purchase
price of shares of Common  Stock  delivered  to the  Company for  reissuance  as
Unlegended  Shares,  the Company shall be required to pay the Subscriber $1,000,
plus  interest.   The  Subscriber  shall  provide  the  Company  written  notice
indicating the amounts payable to the Subscriber in respect of the Buy-In.

                  12.  (a)  Right of First  Refusal.  Until  180 days  after the
registration  statement  to be filed  with the  Commission  pursuant  to Section
11.1(iv) hereof is actually declared effective by the Commission (the "Exclusion
Period"),  the Subscribers  shall be given not less than seven (7) business days


                                       16
<PAGE>

prior written  notice of any proposed sale by the Company of its common stock or
other  securities or debt  obligations,  except in connection  with (i) employee
stock options or compensation  plans,  (ii) as full or partial  consideration in
connection with any merger,  consolidation or purchase of  substantially  all of
the  securities or assets of any  corporation  or other entity,  or (iii) as may
have been  described in the Reports or Other  Written  Information  prior to the
Closing Date or on Schedule 12(a) hereto  (collectively  "Excepted  Issuances").
The Subscriber shall have the right during the seven (7) business days following
the  notice  to agree to  purchase  such  offered  common  stock,  debt or other
securities in accordance  with the terms and  conditions set forth in the notice
of sale. In the event such terms and conditions  are modified  during the notice
period,  the Subscribers  shall be given prompt notice of such  modification and
shall have the right during the original  notice period or for a period of seven
(7) business days following the notice of modification,  whichever is longer, to
exercise such right.

                           (b) Offering Restrictions. Except as disclosed in the
Reports or Other Written Information filed with the Commission or made available
to the  Subscriber  prior to the Closing Date,  or in  connection  with Excepted
Issuances,  the  Company  will not issue any equity,  convertible  debt or other
securities  convertible  into common  stock on any terms more  favorable to such
other investor than any of the terms of the Offering,  until after the Exclusion
Period without the prior written consent of the Subscriber, which consent may be
withheld for any reason.

                           (c)  Favored   Nations   Provision.   If  during  the
Exclusion Period,  except for the Excepted  Issuances,  the Company shall offer,
issue or agree to issue  any  Common  Stock or  securities  convertible  into or
exercisable  for shares of Common Stock to any person,  firm or corporation at a
price per share or  conversion  or exercise  price per share which shall be less
than the per  share  purchase  price  of the  Shares,  without  the  consent  of
Subscriber  still holding  Shares,  then the Company shall issue,  for each such
occasion,  additional  shares  of  Common  Stock to the  Subscriber  so that the
average per share  purchase  price of the shares of Common  Stock  issued to the
Subscriber  is equal to such other  lower price per share.  The  delivery to the
Subscriber of the additional  shares of Common Stock shall be not later than the
closing  date  of the  transaction  giving  rise  to the  requirement  to  issue
additional  shares of Common Stock.  The Subscriber is granted the  registration
rights  described in Section 11 hereof in relation to such additional  shares of
Common  Stock  except that the Filing Date and  Effective  Date  vis-a-vis  such
additional  common shares shall be,  respectively,  the sixtieth  (60th) and one
hundred and  twentieth  (120th)  date after the closing  date giving rise to the
requirement to issue the additional  shares of Common Stock. For purposes of the
issuance  and  adjustment  described  in this  paragraph,  the  issuance  of any
security of the Company  carrying the right to convert such security into shares
of Common  Stock or of any  warrant,  right or option to purchase  Common  Stock
shall result in the issuance of the  additional  shares of Common Stock upon the
issuance of such convertible security,  warrant,  right or option and again upon
any  subsequent  issuances  of shares  of Common  Stock  upon  exercise  of such
conversion or purchase rights if such issuance is at a price lower than the then
purchase price per share of the shares of Company Stock.

                  13.      Miscellaneous.

                           (a)   Notices.   All  notices,   demands,   requests,
consents,  approvals,  and other communications  required or permitted hereunder
shall  be in  writing  and,  unless  otherwise  specified  herein,  shall be (i)
personally served, (ii) deposited in the mail,  registered or certified,  return
receipt  requested,  postage  prepaid,  (iii) delivered by reputable air courier
service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or
facsimile,  addressed as set forth below or to such other  address as such party
shall  have  specified  most  recently  by written  notice.  Any notice or other
communication  required  or  permitted  to be given  hereunder  shall be  deemed
effective  (a) upon hand  delivery  or  delivery  by  facsimile,  with  accurate
confirmation  generated by the transmitting facsimile machine, at the address or
number  designated  below (if delivered on a business day during normal business
hours where such notice is to be



                                       17
<PAGE>

received), or the first business day following such delivery (if delivered other
than on a business day during normal  business  hours where such notice is to be
received)  or (b) on the second  business day  following  the date of mailing by
express  courier  service,  fully  prepaid,  addressed to such address,  or upon
actual receipt of such mailing,  whichever shall first occur.  The addresses for
such communications  shall be: (i) if to the Company, to: New Dragon Asia Corp.,
Room 1304, 13th Floor, Wing On Centre,  111 Connaught Road Central,  Sheung Wan,
Hong Kong, Attn: Willie Lai, CFO, telecopier:  011-852-2815-9839, with a copy by
telecopier only to: Loeb & Loeb, 10100 Santa Monica  Boulevard,  Suite 2200, Los
Angeles,  CA  90067-4164,  Attn:  David L.  Ficksman,  Esq.,  telecopier:  (310)
282-2200,  (ii) if to the  Subscribers,  to: the address and  telecopier  number
indicated on the  signature  page  hereto,  with a copy by  telecopier  only to:
Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601, New York, New York 10176,
telecopier number:  (212) 697-3575,  and (iii) if to the Broker, to: Berry-Shino
Securities, Inc., 45 Broadway, 9th Floor, New York, NY 10006, Attn: Asher Brand,
telecopier: (212) 344-2383.

                           (b) Closing.  The  consummation  of the  transactions
contemplated herein shall take place at the offices of Grushko & Mittman,  P.C.,
551 Fifth Avenue, Suite 1601, New York, New York 10176, upon the satisfaction of
all conditions to Closing set forth in this Agreement. The closing date shall be
the date that subscriber funds  representing the net amount due the Company from
the Purchase  Price of the Offering is transmitted by wire transfer or otherwise
to the Company (the "Closing Date").

                           (c) Entire Agreement;  Assignment. This Agreement and
other documents  delivered in connection herewith represent the entire agreement
between the parties  hereto with respect to the subject matter hereof and may be
amended only by a writing executed by both parties.  Neither the Company nor the
Subscribers have relied on any  representations  not contained or referred to in
this Agreement and the documents delivered  herewith.  No right or obligation of
either  party shall be assigned by that party  without  prior  notice to and the
written consent of the other party.

                           (d)  Execution.  This  Agreement  may be  executed by
facsimile  transmission,  and in  counterparts,  each of which will be deemed an
original.

                           (e) Law  Governing  this  Agreement.  This  Agreement
shall be governed by and construed in  accordance  with the laws of the State of
New York without  regard to principles of conflicts of laws.  Any action brought
by either party against the other  concerning the  transactions  contemplated by
this  Agreement  shall be brought only in the state courts of New York or in the
federal  courts  located  in the  state  of  New  York.  Both  parties  and  the
individuals  executing  this  Agreement  and other  agreements  on behalf of the
Company  agree to submit to the  jurisdiction  of such courts and waive trial by
jury. The prevailing party shall be entitled to recover from the other party its
reasonable  attorney's  fees and costs.  In the event that any provision of this
Agreement or any other agreement  delivered in connection herewith is invalid or
unenforceable  under any applicable  statute or rule of law, then such provision
shall be deemed  inoperative  to the extent that it may conflict  therewith  and
shall be deemed  modified to conform  with such statute or rule of law. Any such
provision  which  may prove  invalid  or  unenforceable  under any law shall not
affect the validity or enforceability of any other provision of any agreement.



                                       18
<PAGE>

                           (f) Specific  Enforcement,  Consent to  Jurisdiction.
The Company and Subscriber  acknowledge and agree that irreparable  damage would
occur  in the  event  that  any of the  provisions  of this  Agreement  were not
performed in accordance with their specific terms or were otherwise breached. It
is  accordingly  agreed that the parties  shall be entitled to an  injunction or
injunctions  to prevent or cure breaches of the provisions of this Agreement and
to enforce  specifically the terms and provisions hereof or thereof,  this being
in addition  to any other  remedy to which any of them may be entitled by law or
equity.  Subject to Section  13(e)  hereof,  each of the Company and  Subscriber
hereby waives,  and agrees not to assert in any such suit, action or proceeding,
any claim that it is not personally  subject to the  jurisdiction of such court,
that the suit, action or proceeding is brought in an inconvenient  forum or that
the venue of the suit, action or proceeding is improper. Nothing in this Section
shall affect or limit any right to serve  process in any other manner  permitted
by law.



                      [THIS SPACE INTENTIONALLY LEFT BLANK]




                                       19
<PAGE>

                  SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (A)



         Please  acknowledge  your  acceptance  of  the  foregoing  Subscription
Agreement by signing and returning a copy to the undersigned  whereupon it shall
become a binding agreement between us.

                                    NEW DRAGON ASIA CORP.
                                    A Florida Corporation



                                    By:_________________________________
                                            Name:
                                            Title:

                                    Dated: October _____, 2003



<TABLE>
<CAPTION>
--------------------------------------------------------------- ---------------------- -------------------- ---------------------
SUBSCRIBER                                                      PURCHASE PRICE         SHARES               WARRANTS
--------------------------------------------------------------- ---------------------- -------------------- ---------------------
<S>                                                             <C>                    <C>                  <C>
                                                                $100,000.00            200,000              100,000




----------------------------------------
(Signature)
CONGREGATION MISHKAN SHOLOM INCORPORATED
9612 Van Nuys Boulevard, Suite 108
Panorama City, CA 91403
Fax: 818-892-9844
--------------------------------------------------------------- ---------------------- -------------------- ---------------------
</TABLE>





                                       20
<PAGE>

                  SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (B)



         Please  acknowledge  your  acceptance  of  the  foregoing  Subscription
Agreement by signing and returning a copy to the undersigned  whereupon it shall
become a binding agreement between us.

                                      NEW DRAGON ASIA CORP.
                                      A Florida Corporation



                                      By:_________________________________
                                              Name:
                                              Title:

                                      Dated: October _____, 2003



<TABLE>
<CAPTION>
--------------------------------------------------------------- ---------------------- -------------------- ---------------------
SUBSCRIBER                                                      PURCHASE PRICE         SHARES               WARRANTS
--------------------------------------------------------------- ---------------------- -------------------- ---------------------
<S>                                                             <C>                    <C>                  <C>
                                                                $25,000.00             50,000               25,000




----------------------------------------
(Signature) STERN AGEE & LEACH
IRA Custodian for Joel L. Gold
874 East 9th Street
Brooklyn, New York 11230
Fax: 212-344-2383
--------------------------------------------------------------- ---------------------- -------------------- ---------------------
</TABLE>





                                       21
<PAGE>

                  SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (C)



         Please  acknowledge  your  acceptance  of  the  foregoing  Subscription
Agreement by signing and returning a copy to the undersigned  whereupon it shall
become a binding agreement between us.

                                         NEW DRAGON ASIA CORP.
                                         A Florida Corporation



                                         By:_________________________________
                                                 Name:
                                                 Title:

                                         Dated: October _____, 2003



<TABLE>
<CAPTION>
--------------------------------------------------------------- ---------------------- -------------------- ---------------------
SUBSCRIBER                                                      PURCHASE PRICE         SHARES               WARRANTS
--------------------------------------------------------------- ---------------------- -------------------- ---------------------
<S>                                                             <C>                    <C>                  <C>
                                                                $100,000.00            200,000              100,000




----------------------------------------
(Signature)  SILVERLAKE HOLDINGS INC. 1040 First Avenue, Suite 190 New York, New
York 10022 Attn: Vannessa Andrade Fax: 212-317-9026
--------------------------------------------------------------- ---------------------- -------------------- ---------------------
</TABLE>




                                       22
<PAGE>

                         LIST OF EXHIBITS AND SCHEDULES

         Exhibit A                  Form of Warrant

         Exhibit B                  Escrow Agreement

         Exhibit C                  Form of Legal Opinion

         Schedule 5(d)              Additional Issuances

         Schedule 5(q)              Undisclosed Liabilities

         Schedule 5(s)              Capitalization

         Schedule 11.1              Other Securities to be Registered

         Schedule 12(a)             Other Excepted Issuances




                                       23
<PAGE>

EXHIBIT A to the SUBSCRIPTION AGREEMENT - FORM OF WARRANT



EXHIBIT B to the SUBSCRIPTION AGREEMENT - ESCROW AGREEMENT



EXHIBIT C to the SUBSCRIPTION AGREEMENT - FORM OF LEGAL OPINION



SCHEDULE 5(d) to the SUBSCRIPTION AGREEMENT - ADDITIONAL ISSUANCES



SCHEDULE 5(q) to the SUBSCRIPTION AGREEMENT - UNDISCLOSED LIABILITIES



SCHEDULE 5(s) to the SUBSCRIPTION AGREEMENT - CAPITALIZATION



SCHEDULE 11.1 to the SUBSCRIPTION AGREEMENT - OTHER SECURITIES TO BE REGISTERED



SCHEDULE 12(a) to the SUBSCRIPTION AGREEMENT - OTHER EXCEPTED ISSUANCES