<PAGE>

PRIVATE EQUITY LINE OF CREDIT AGREEMENT

                                  BY AND AMONG

                               CERTAIN INVESTORS

                                      AND

                           VIANET TECHNOLOGIES, INC.

        ----------------------------------------------------------------
                          DATED AS OF JANUARY 9, 2001
        ----------------------------------------------------------------



                                       74
<PAGE>


          This PRIVATE EQUITY LINE OF CREDIT AGREEMENT is entered into as of the
9th day of January, 2001 (this "Agreement"), by and between the various
investors identified on Schedule A hereto (each an "Investor" or "Investors"),
and Vianet Technologies, Inc., a corporation organized and existing under the
laws of the State of Delaware (the "Company").

         WHEREAS, the parties desire that, upon the terms and subject to the
conditions contained herein, the Company shall issue and sell to each Investor,
from time to time as provided herein, and each Investor shall purchase his
Proportionate Share of up to $10,000,000 of the Common Stock (as defined below).

         NOW, THEREFORE, the parties hereto agree as follows:

                                    ARTICLE I

                               CERTAIN DEFINITIONS

         Section 1.1 "Average Daily Price" shall be the price based on the VWAP.

         Section 1.2 "Bid Price"  shall mean the closing bid price (as  reported
by Bloomberg, L.P.) of the Common Stock on the Principal Market.

         Section 1.3 "Capital Shares" shall mean the Common Stock and any shares
of any other class of common stock whether now or hereafter authorized, having
the right to participate in the distribution of earnings and assets of the
Company.

         Section 1.4 "Closing"  shall mean one of the closings of a purchase and
sale of the Common Stock pursuant to Section 2.1.

         Section 1.5 "Closing Date" shall mean, with respect to a Closing the
thirteenth (13th) Trading Day following the Optional Purchase Date related to
such Closing and the second Trading Day following the Valuation Period, provided
all conditions to such Closing have been satisfied on or before such Trading
Days.

         Section 1.6 "Commitment  Amount" shall mean the $10,000,000 up to which
the  Investors  have agreed to provide to the  Company in order to purchase  Put
Shares pursuant to the terms and conditions of this Agreement.

         Section 1.7 "Commitment Period" shall mean the period commencing on the
earlier  to occur of (i) the  Effective  Date or (ii) such  earlier  date as the
Company and the  Investor  may  mutually  agree in writing,  and expiring on the
earliest to occur of (x) the date on which the  Investors  shall have  purchased
Put  Shares  pursuant  to this  Agreement  for an  aggregate  Purchase  Price of
$10,000,000,  (y) the date this Agreement is terminated pursuant to Section 2.5,
or (z) the date occurring  twenty-four (24) months from the date of commencement
of the Commitment Period.

         Section 1.8 "Common Stock" shall mean the Company's common stock, $.001
par value per share.


                                       75
<PAGE>

         Section 1.9 "Common Stock Equivalents" shall mean any securities that
are convertible into or exchangeable for Common Stock or any warrants, options
or other rights to subscribe for or purchase Common Stock or any such
convertible or exchangeable securities.

         Section 1.10 "Condition Satisfaction Date" See Section 7.2.

         Section 1.11 "Damages" shall mean any loss, claim,  damage,  liability,
costs and expenses (including,  without limitation,  reasonable  attorneys' fees
and disbursements and costs and expenses of expert witnesses and investigation).

         Section 1.12 "Effective  Date"  shall  mean the date on which the SEC
first declares  effective a  Registration  Statement  registering  resale of the
Registrable Securities as set forth in Section 7.2(a).

         Section 1.13 "Exchange  Act" shall mean the Securities  Exchange Act of
1934, as amended and the regulations promulgated thereunder.

         Section 1.14 "Finder" See Section 13.2.

         Section 1.15 "Floor  Price"  shall mean the lowest  price at which the
Company will issue Put Shares.

         Section 1.16 "Investment  Amount" shall mean the dollar amount (within
the range  specified  in Section 2.2) to be invested by the Investor to purchase
Put Shares with respect to any Optional Purchase Date as notified by the Company
to the Investor in accordance with Section 2.2 hereof.

         Section 1.17 "Legend" See Section 9.1.

         Section 1.18 "Material  Adverse  Effect"  shall mean any effect on the
business,  operations,  properties,  prospects,  or  financial  condition of the
Company  that is material  and adverse to the Company or to the Company and such
other  entities  controlling  or  controlled  by the Company,  taken as a whole,
and/or  any  condition,  circumstance,  or  situation  that  would  prohibit  or
otherwise  interfere  with the  ability of the Company to enter into and perform
its obligations under any of (a) this Agreement and (b) the Registration  Rights
Agreement.

         Section 1.19 "Maximum  Put  Amount"  shall mean One  Million  Dollars
($1,000,000). The Maximum Put Amount represents the aggregate of all
Proportionate Shares of all Investors.

         Section 1.20 "NASD" shall mean the National  Association  of Securities
Dealers, Inc.

         Section 1.21 "Optional Purchase Date" shall mean the Trading Day during
the Commitment Period that an Optional Purchase Notice to sell Common Stock to
the Investor is deemed delivered pursuant to Section 2.2(b) hereof.


                                       76
<PAGE>

         Section 1.22 "Optional Purchase Notice" shall mean a written notice to
the Investor setting forth the Investment Amount that the Company intends to
sell to the Investor.

         Section 1.23 "Outstanding" when used with reference to Common Shares or
Capital Shares (collectively the "Shares"), shall mean, at any date as of which
the number of such Shares is to be determined, all issued and outstanding
Shares, and shall include all such Shares issuable in respect of outstanding
scrip or any certificates representing fractional interests in such Shares;
provided, however, that "Outstanding" shall not mean any such Shares then
directly or indirectly owned or held by or for the account of the Company.

         Section 1.24 "Person" shall mean an individual, a corporation, a
partnership, an association, a trust or other entity or organization, including
a government or political subdivision or an agency or instrumentality thereof.

         Section 1.25 "Principal Market" shall mean the Nasdaq National Market,
the Nasdaq Small-Cap Market, the NASDAQ OTC Bulletin Board, the American Stock
Exchange or the New York Stock Exchange, whichever is at the time the principal
trading exchange or market for the Common Stock. As of the date of this
Agreement, the American Stock Exchange is the Principal Market.

         Section 1.26 "Proportionate Share" shall mean the proportion of the
Commitment Amount agreed to be purchased by each Investor as set forth on
Schedule A.

         Section 1.27 "Purchase Price" as used in this Agreement shall mean the
following: For each Trading Day during a Valuation Period (or such other date on
which the Purchase Price is calculated in accordance with the terms and
conditions of this Agreement) the Purchase Price shall be 85% of the VWAP.

         Section 1.28 "Put" shall mean each occasion the Company elects to
exercise its right to tender an Optional Purchase Notice requiring the Investor
to purchase a discretionary amount as determined by the Company and as limited
by this Agreement of the Company's Common Stock, subject to the terms of this
Agreement, which tender must be given to each Investor for such Investor's
Proportionate Share.

         Section 1.29 "Put Shares" shall mean all shares of Common Stock issued
or issuable pursuant to a Put that has occurred or may occur in accordance with
the terms and conditions of this Agreement.

         Section 1.30 "Registrable Securities" shall mean the Put Shares, the
Warrant Shares and the Commitment Shares described in Section 13.3 of this
Agreement, until (i) the Registration Statement has been declared effective by
the SEC and all Put Shares, Warrant Shares and Commitment Shares have been
disposed of pursuant to the Registration Statement.

         Section 1.31 "Registration Rights Agreement" shall mean the agreement
regarding the filing of the Registration Statement for the resale of the
Registrable Securities, entered into between the Company and the Investors as of
the Subscription Date.


                                       77
<PAGE>

         Section 1.32 "Registration Statement" shall mean a registration
statement on Form SB-2 (if use of such form is then available to the Company
pursuant to the rules of the SEC and, if not, on such other form promulgated by
the SEC for which the Company then qualifies and which counsel for the Company
shall deem appropriate and which form shall be available for the resale of the
Registrable Securities to be registered thereunder in accordance with the
provisions of this Agreement and the Registration Rights Agreement, and in
accordance with the intended method of distribution of such securities), for the
registration of the resale by the Investor and Finder of the Registrable
Securities under the Securities Act.

         Section 1.33 "Regulation D" shall mean Regulation D of the Securities
Act.

         Section 1.34 "SEC" shall mean the Securities and Exchange Commission.

         Section 1.35 "Section 4(2)" shall mean Section 4(2) of the Securities
Act.

         Section 1.36 "Securities Act" shall mean the United States Securities
Act of 1933, as amended, and the regulations promulgated thereunder.

         Section 1.37 "SEC Documents" shall mean the Company's latest Form
10-KSB as of the time in question, all Forms 10-QSB and 8-K filed thereafter,
and the Proxy Statement for its latest fiscal year as of the time in question
until such time the Company no longer has an obligation to maintain the
effectiveness of a Registration Statement as set forth in the Registration
Rights Agreement.

         Section 1.38 "Subscription  Date"  shall  mean the date on which this
Agreement is executed and delivered by the parties hereto.

         Section 1.39 "Trading Cushion" shall mean, at any time, the mandatory
thirty (30) calendar days between Optional Purchase Dates and seven (7) Trading
Days after the most recent Closing Date.

         Section 1.40 "Trading Day" shall mean any day during which the New York
Stock Exchange shall be open for business.

         Section 1.41 "Valuation Event" shall mean an event in which the Company
at any time during a Valuation Period takes any of the following actions:

                           (a) subdivides or combines its Common Stock;

                           (b) pays a dividend in its Capital Stock or
                  makes any other distribution of its Capital Shares;

                           (c) issues any additional Capital Shares ("Additional
                  Capital Shares"), otherwise than as provided in the foregoing
                  Subsections (a) and (b) above, at a price per share less, or
                  for other consideration lower, than the Bid Price in effect
                  immediately prior to such issuance, or without consideration;

                                       78
<PAGE>

                           (d) issues any warrants, options or other rights to
                  subscribe for or purchase any Additional Capital Shares and
                  the price per share for which Additional Capital Shares may at
                  any time thereafter be issuable pursuant to such warrants,
                  options or other rights shall be less than the Bid Price in
                  effect immediately prior to such issuance;

                           (e) issues any securities convertible into or
                  exchangeable for Capital Shares and the consideration per
                  share for which Additional Capital Shares may at any time
                  thereafter be issuable pursuant to the terms of such
                  convertible or exchangeable securities shall be less than the
                  Bid Price in effect immediately prior to such issuance;

                           (f) makes a distribution of its assets or evidences
                  of indebtedness to the holders of its Capital Shares as a
                  dividend in liquidation or by way of return of capital or
                  other than as a dividend payable out of earnings or surplus
                  legally available for dividends under applicable law or any
                  distribution to such holders made in respect of the sale of
                  all or substantially all of the Company's assets (other than
                  under the circumstances provided for in the foregoing
                  subsections (a) through (e); or

                           (g) takes any action affecting the number of
                  Outstanding Capital Shares, other than an action described in
                  any of the foregoing Subsections (a) through (f) hereof,
                  inclusive, which in the opinion of the Company's Board of
                  Directors, determined in good faith, would have a materially
                  adverse effect upon the rights of the Investor at the time of
                  a Put or Closing Date.

         Section 1.42 "Valuation Period" shall mean the period of twenty-two
(22) Trading Days during which the Purchase Price of the Common Stock is
determined, which period shall be with respect to the Purchase Prices on any
Optional Purchase Date, the twenty-two (22) Trading Days following the day on
which an Optional Purchase Notice is deemed to be delivered; provided, however,
that if a Valuation Event occurs during any Valuation Period, a new Valuation
Period shall begin on the Trading Day immediately after the occurrence of such
Valuation Event and end on the fifth Trading Day thereafter.

         Section 1.43 "VWAP" shall mean the daily volume weighted average price
of the Common Stock on the Principal Market as reported by Bloomberg, L.P. using
the AQR function.

         Section 1.44 "Warrants" shall mean the common stock purchase warrants
of the Company described in Section 13.3, a form of which is annexed hereto as
Exhibit E.

         Section 1.45 "Warrant Shares" shall mean the Common Stock issuable upon
exercise of the Warrants.


                                       79
<PAGE>

                                   ARTICLE II

                        PURCHASE AND SALE OF COMMON STOCK

         Section 2.1 Puts. Upon the terms and conditions set forth herein
(including, without limitation, the provisions of Article III hereof), on any
Optional Purchase Date the Company may exercise a Put by the delivery of an
Optional Purchase Notice. The number of Put Shares that the Investor shall
receive pursuant to such Put shall be determined by dividing the relevant
portions of the Investment Amount specified in the Optional Purchase Notice by
the corresponding Purchase Prices for each Trading Day during the Valuation
Period.

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

                           (a)      Optional Purchase Notice. At any time
during the Commitment Period, the Company may deliver an Optional Purchase
Notice to the Investor, subject to the conditions set forth in Section 7.2;
provided, however, the Investment Amount for each Put as designated by the
Company in the applicable Optional Purchase Notices shall be neither less than
$250,000 in the aggregate to all Investors nor more than the Maximum Put Amount.
The Optional Purchase Notice shall state the commencement date of the Valuation
Period, and at the option of the Company, the Floor Price.

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

                           (c)      Determination  of Put Shares  Issuable.
The Purchase Price shall be based on the Average Daily Price on each separate
Trading Day during the Valuation Period. The number of Put Shares to be
purchased by each Investor with respect to such Investor's Proportionate Share
shall be determined on a daily basis during each Valuation Period and settled on
the Closing Date. The portion of Investment Amount for which Put Shares may be
issued for each Trading Day during the Valuation Period may not exceed
one-twenty-second (1/22nd) of the Investment Amount.

                           (d)      Maximum  Optional  Purchase  Notices/Amount.
There shall be a maximum of twenty-four (24) Optional Purchase Notices given
during the term of this Agreement. Subject to the terms and conditions of this
Agreement, the Company shall have the right to issue each Optional Purchase
Notice for an Investment Amount up to the Maximum Put Amount.

                           (e)      Floor Price and Trading Halt  Limitations.
If the Purchase Price on any Trading Day during the Valuation Period is less
than the Floor Price, the Company shall not sell and the Investor shall not
purchase the Put Shares otherwise to be purchased for such Trading Day. In such
case, one-twenty-second (1/22nd) of the Investment Amount shall be withdrawn
from the Investment Amount for each such Trading Day. The Investor (each for
himself only) may elect to purchase Put Shares at the Floor Price for one or
more days for which the Purchase Price is less than the Floor Price. The
Investor may elect to deem the Purchase Price to be below the Floor Price for
any Trading Day during which trading of the Common Stock is suspended or halted
for three or more hours. The Investor must notify the Company by facsimile or


                                       80
<PAGE>

otherwise, no later than 6:15 P.M., New York time, on the eleventh (11th) and
twenty-second (22nd) day of the Valuation Period of the days for which the
foregoing elections are made.

                           (f)      Volume Limitation. If the daily volume of
shares of Common Stock traded on any Trading Day during the Valuation Period is
fewer than 100,000 shares of Common Stock ("Low Volume Day), the Investor (each
for himself only) shall not be required to purchase the Put Shares otherwise to
be purchased for such Low Volume Day. In such case, one-twenty-second (1/22nd)
of the Investment Amount shall be withdrawn from the Investment Amount for each
such Low Volume Day, the Valuation Period will be extended one additional
Trading Day for each such Low Volume Day and the withdrawn Investment Amount
shall be applied to the corresponding extended day. Appropriate adjustments will
be made to the Closing Dates. The Investor (each for himself only) may elect not
to have such amount withdrawn from the Investment Amount and instead purchase
Put Shares corresponding to any Low Volume Day. The Investor's election must be
made in writing to the Company no later than the second business day after each
such Low Volume Day.

                           (g)      Investment Amount Increase. The Investor
(each for himself only) may elect at the Investor's sole discretion, to increase
the Investor's Proportionate Share of the Investment Amount by fifty percent
(50%). The Investor must notify the Company of the foregoing election by
facsimile or otherwise, no later than 6:15 P.M., New York time, on the eleventh
(11th) and twenty-second (22nd) day of the Valuation Period.

         Section 2.3 Closings. On each Closing Date for a Put the Company shall
deliver to the Investor or to escrow one or more certificates, at the Investor's
option, representing the Put Shares to be purchased by the Investor pursuant to
Section 2.1 herein, after the Optional Purchase Date and on or prior to such
Closing Date, registered in the name of the Investor or, at the Investor's
option, deposit such certificate(s) into such account or accounts previously
designated by the Investor. The Investor shall deliver to escrow the Investment
Amount specified in the Optional Purchase Notice by wire transfer of immediately
available funds to an account designated by the Company on or before the Closing
Date. In addition, on or prior to the Closing Date, each of the Company and the
Investor shall deliver all documents, instruments and writings required to be
delivered or reasonably requested by either of them pursuant to this Agreement
in order to implement and effect the transactions contemplated herein. Payment
of funds to the Company and delivery of the certificates to the Investor shall
occur out of escrow in accordance with the escrow agreement referred to in
Section 7.2(p) following (x) the Company's deposit into escrow of the
certificates representing the Put Shares and (y) the Investor's deposit into
escrow of the Investment Amount; provided, however, that to the extent the
Company has not paid the fees, expenses and disbursements of the Investor's
counsel in accordance with Section 13.1, the amount of such fees, expenses and
disbursements shall be paid in immediately available funds drawn out of the
deposited funds, at the direction of the Investor, to Investor's counsel with no
reduction in the number of Put Shares issuable to the Investor on such Closing
Date.

         Section 2.4 Liquidated Damages. In the event the Put Shares are not
delivered by the Company on a Closing Date, the Company will pay the Investor,
as liquidated damages for such failure to deliver, and not as a penalty, one
percent (1%) of the applicable Investment Amount for each seven (7) day period,
or part thereof following such failure, in cash, until such Put Shares have been
delivered. The Escrow Agent shall be directed to pay such liquidated damages to



                                       81
<PAGE>

the Investor out of the Investment Amount delivered by the Investor to the
Escrow Agent.

         Section 2.5 Termination of Investment Obligation. The obligation of the
Investor to purchase shares of Common Stock shall terminate permanently
(including with respect to a Closing Date that has not yet occurred) in the
event that (i) there shall occur any stop order or suspension of the
effectiveness of the Registration Statement for a consecutive ten day calendar
period or for an aggregate of thirty (30) Trading Days during the Commitment
Period, for any reason, or (ii) the Company shall at any time fail to comply
with the requirements of Section 6.2, 6.3, 6.4, 6.5 or 6.6.

                                   ARTICLE III

                   REPRESENTATIONS AND WARRANTIES OF INVESTOR

         Each Investor represents and warrants to the Company that:

         Section 3.1 Intent. The Investor is entering into this Agreement for
its own account and the Investor has no present arrangement (whether or not
legally binding) at any time to sell the Common Stock to or through any person
or entity; provided, however, that by making the representations herein, the
Investor does not agree to hold the Common Stock for any minimum or other
specific term and reserves the right to dispose of the Common Stock at any time
in accordance with federal and state securities laws applicable to such
disposition.

         Section 3.2 Sophisticated Investor. The Investor is a sophisticated
investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited
investor (as defined in Rule 501 of Regulation D), and Investor has such
experience in business and financial matters that it is capable of evaluating
the merits and risks of an investment in Common Stock. The Investor acknowledges
that an investment in the Common Stock is speculative and involves a high degree
of risk.

         Section 3.3 Authority. This Agreement has been duly authorized and
validly executed and delivered by the Investor and is a valid and binding
agreement of the Investor enforceable against it in accordance with its terms,
subject to applicable bankruptcy, insolvency, or similar laws relating to, or
affecting generally the enforcement of, creditors' rights and remedies or by
other equitable principles of general application.

         Section 3.4 Not an Affiliate. The Investor is not an officer, director
or to Investor's good faith belief, an "affiliate" (as that term is defined in
Rule 405 of the Securities Act) of the Company.

         Section 3.5 Absence of Conflicts. The execution and delivery of this
Agreement and any other document or instrument executed in connection herewith,
and the consummation of the transactions contemplated thereby, and compliance
with the requirements thereof, will not violate any law, rule, regulation,
order, writ, judgment, injunction, decree or award binding on Investor, or, to
the Investor's knowledge, (a) violate any provision of any indenture, instrument
or agreement to which Investor is a party or is subject, or by which Investor or



                                       82
<PAGE>

any of its assets is bound, (b) conflict with or constitute a material default
thereunder, (c) result in the creation or imposition of any lien pursuant to the
terms of any such indenture, instrument or agreement, or constitute a breach of
any fiduciary duty owed by Investor to any third party, or (d) require the
approval of any third-party (which has not been obtained) pursuant to any
material contract, agreement, instrument, relationship or legal obligation to
which Investor is subject or to which any of its assets, operations or
management may be subject.

         Section 3.6 Disclosure; Access to Information. Investor has received
all documents, records, books and other information pertaining to Investor's
investment in the Company that have been requested by Investor. The Company is
subject to the periodic reporting requirements of the Exchange Act, and Investor
has had access to copies of any such reports that have been requested by it.

         Section 3.7 Manner of Sale. At no time was Investor presented with or
solicited by or through any leaflet, public promotional meeting, television
advertisement or any other form of general solicitation or advertising.

                                   ARTICLE IV

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         The Company represents and warrants to the Investor that:

         Section 4.1 Organization of the Company. The Company is a corporation
duly organized and existing in good standing under the laws of the State of
Delaware and has all requisite corporate authority to own its properties and to
carry on its business as now being conducted. Except as set forth in the SEC
Documents, the Company does not have any subsidiaries. The Company is duly
qualified as a foreign corporation to do business and is in good standing in
every jurisdiction in which the nature of the business conducted or property
owned by it makes such qualification necessary, other than those in which the
failure so to qualify would not have a Material Adverse Effect.

         Section 4.2 Authority. (i) The Company has the requisite corporate
power and authority to enter into and perform its obligations under this
Agreement and the Registration Rights Agreement and to issue the Put Shares;
(ii) the execution, issuance and delivery of this Agreement and the Registration
Rights Agreement and the consummation by it of the transactions contemplated
hereby have been duly authorized by all necessary corporate action and no
further consent or authorization of the Company or its Board of Directors or
stockholders is required; and (iii) this Agreement and the Registration Rights
Agreement have been duly executed and delivered by the Company and constitute
valid and binding obligations of the Company enforceable against the Company in
accordance with their terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, or similar laws relating to, or affecting
generally the enforcement of, creditors' rights and remedies or by other
equitable principles of general application.

         Section 4.3 Capitalization. As of the date hereof, the authorized
capital stock of the Company consists of 100,000,000 shares of Common Stock, of


                                       83
<PAGE>

which 24,901,988 shares of Common Stock were issued and outstanding as of
December 27, 2000. None of the authorized and issued capital stock of the
Company consists of preferred stock. Except as set forth in the SEC Documents,
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.

         Section 4.4 Common Stock. As of the commencement of the Commitment
Period, the Company will have registered its Common Stock pursuant to Section
12(b) or 12(g) of the Exchange Act and be in full compliance with all reporting
requirements of the Exchange Act, and the Company will have maintained all
requirements for the continued listing or quotation of its Common Stock, and
such Common Stock is then listed or quoted on the Principal Market. As of the
date hereof, the Common Stock is listed for trading on the NASD OTC Bulletin
Board.

         Section 4.5 SEC Documents. The Company has delivered or made available
to the Investor true and complete copies of the SEC Documents (including,
without limitation, proxy information and solicitation materials). The Company
has not provided to the Investor any information that, according to applicable
law, rule or regulation, should have been disclosed publicly prior to the date
hereof by the Company, but which has not been so disclosed. As of their
respective dates, the SEC Documents complied in all material respects with the
requirements of the Securities Act or the Exchange Act, as the case may be, and
rules and regulations of the SEC promulgated thereunder and other federal, state
and local laws, rules and regulations applicable to such SEC Documents, and none
of the SEC Documents contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading. The financial statements of the Company
described above and/or included in the SEC Documents comply as to form in all
material respects with applicable accounting requirements and the published
rules and regulations of the SEC or other applicable rules and regulations with
respect thereto. Such financial statements have been prepared in accordance with
generally accepted accounting principles applied on a consistent basis during
the periods involved (except (i) as may be otherwise indicated in such financial
statements or the notes thereto or (ii) in the case of unaudited interim
statements, to the extent they may not include footnotes or may be condensed or
summary statements) and fairly present in all material respects the financial
position of the Company as of the dates thereof and the results of operations
and cash flows for the periods then ended (subject, in the case of unaudited
statements, to normal year-end audit adjustments).

         Section 4.6 Valid Issuances. The sale and resale of the Put Shares may
and will be properly accomplished pursuant to Rule 4(2), Regulation D and/or any
applicable state law. When issued, the Put Shares shall be duly and validly
issued, fully paid, and nonassessable. Neither the sales of the Put Shares
pursuant to, nor the Company's performance of its obligations under, this
Agreement or the Registration Rights Agreement will (i) result in the creation
or imposition of any liens, charges, claims or other encumbrances upon the Put
Shares or any of the assets of the Company, or (ii) entitle the holders of
Outstanding Capital Shares to preemptive or other rights to subscribe to or
acquire the Capital Shares or other securities of the Company. The Put Shares
shall not subject the Investor to personal liability by reason of the possession
thereof.


                                       84
<PAGE>

         Section 4.7 No General Solicitation or Advertising in Regard to this
Transaction. Neither the Company nor any of its affiliates nor any distributor
or any person acting on its or their behalf (i) has conducted or will conduct
any general solicitation (as that term is used in Rule 502(c) of Regulation D)
or general advertising with respect to any of the Put Shares, or (ii) made any
offers or sales of any security or solicited any offers to buy any security
under any circumstances that would require registration of the Common Stock
under the Securities Act.

         Section 4.8 Corporate Documents. The Company has furnished or made
available to the Investor true and correct copies of the Company's Articles of
Incorporation, as amended and in effect on the date hereof (the "Certificate"),
and the Company's By-Laws, as amended and in effect on the date hereof (the
"By-Laws").

         Section 4.9 No Conflicts. The execution, delivery and performance of
this Agreement by the Company and the consummation by the Company of the
transactions contemplated hereby, including, without limitation, the issuance of
Common Stock do not and will not (i) result in a violation of the Company's
Articles of Incorporation or By-Laws or (ii) conflict with, or constitute a
default (or an event that with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any material agreement, indenture, instrument
or any "lock-up" or similar provision of any underwriting or similar agreement
to which the Company is a party, or (iii) result in a violation of any federal,
state, local or foreign law, rule, regulation, order, judgment or decree
(including federal and state securities laws and regulations) applicable to the
Company or by which any property or asset of the Company is bound or affected
(except for such conflicts, defaults, terminations, amendments, accelerations,
cancellations and violations as would not, individually or in the aggregate,
have a Material Adverse Effect) nor is the Company otherwise in violation of,
conflict with or in default under any of the foregoing; provided that, for
purposes of the Company's representations and warranties as to violations of
foreign law, rule or regulation referenced in clause (iv), such representations
and warranties are made only to the best of the Company's knowledge insofar as
the execution, delivery and performance of this Agreement by the Company and the
consummation by the Company of the transactions contemplated hereby are or may
be affected by the status of the Investor under or pursuant to any such foreign
law, rule or regulation. The business of the Company is not being conducted in
violation of any law, ordinance or regulation of any governmental entity, except
for possible violations that either singly or in the aggregate do not and will
not have a Material Adverse Effect. The Company is not required under federal,
state or local law, rule or regulation to obtain any consent, authorization or
order of, or make any filing or registration with, any court or governmental
agency in order for it to execute, deliver or perform any of its obligations
under this Agreement or issue and sell the Common Stock in accordance with the
terms hereof other than any SEC, NASD, Principal Market or state securities
filings that may be required to be made by the Company subsequent to any
Closing, any registration statement that may be filed pursuant hereto, and any
shareholder approval required by the rules applicable to companies whose common
stock trades on the NASD OTC Bulletin Board.

         Section 4.10 No Material Adverse Change. Since the date of the most
recent financial statements included in the SEC Documents, no Material Adverse
Effect has occurred or exists with respect to the Company, except as disclosed
in the SEC Documents.


                                       85
<PAGE>

         Section 4.11 No Undisclosed Liabilities. The Company has no liabilities
or obligations which are material, individually or in the aggregate, and are not
disclosed in the SEC Documents or otherwise publicly announced, other than those
incurred in the ordinary course of the Company's businesses since the date of
the most recent financial statements included in the SEC Documents and which,
individually or in the aggregate, do not or would not have a Material Adverse
Effect on the Company.

         Section 4.12 No Undisclosed Events or Circumstances. Since the date of
the most recent financial statements included in the SEC Documents, no event or
circumstance has occurred or exists with respect to the Company or its
businesses, properties, prospects, 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 SEC Documents.

         Section 4.13 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, other than pursuant to this Agreement, under circumstances
that would require registration of the Common Stock under the Securities Act.

         Section 4.14 Litigation and Other Proceedings. Except as may be set
forth in the SEC Documents, there are no lawsuits or proceedings pending or to
the best knowledge of the current management and Board of Directors of the
Company threatened, against the Company, nor has the Company received any
written or oral notice of any such action, suit, proceeding or investigation,
which might have a Material Adverse Effect. Except as set forth in the SEC
Documents, no judgment, order, writ, injunction or decree or award has been
issued by or, so far as is known by the Company, requested of any court,
arbitrator or governmental agency which might result in a Material Adverse
Effect.

         Section 4.15 No Misleading or Untrue Communication. The Company, any
Person representing the Company, in connection with the transactions
contemplated by this Agreement, have not made, at any time, any oral
communication in connection with same, which contained any untrue statement of a
material fact or omitted to state any material fact necessary in order to make
the statements, in the light of the circumstances under which they were made,
not misleading.

         Section 4.16 Material Non-Public Information. The Company is not in
possession of, nor has the Company or its agents disclosed to the Investor, any
material non-public information that (i) if disclosed, would, or could
reasonably be expected to have, an effect on the price of the Common Stock or
(ii) according to applicable law, rule or regulation, should have been disclosed
publicly by the Company prior to the date hereof but which has not been so
disclosed.



                                       86
<PAGE>

                                    ARTICLE V

                            COVENANTS OF THE INVESTOR

         Section 5.1 Compliance with Law. The Investor's trading activities with
respect to shares of the Company's Common Stock will be in compliance with all
applicable state and federal securities laws, rules and regulations and the
rules and regulations of the Principal Market on which the Company's Common
Stock is listed.

                                   ARTICLE VI

                            COVENANTS OF THE COMPANY

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

         Section 6.2 Reservation of Common Stock. As of the date hereof, the
Company has reserved and the Company shall continue to reserve and keep
available at all times, free of preemptive rights, shares of Common Stock for
the purpose of enabling the Company to satisfy any obligation to issue the Put
Shares and Warrant Shares; such amount of shares of Common Stock to be reserved
shall be calculated based upon the minimum Purchase Price therefor under the
terms of this Agreement and the amount of shares of Common Stock issuable upon
exercise of the Warrant.

         Section 6.3 Listing of Common Stock. The Company shall maintain the
listing of the Common Stock on a Principal Market, and as soon as practicable
(but in any event prior to the commencement of the Commitment Period) to list
the Put Shares and Warrant Shares. The Company further shall, if the Company
applies to have the Common Stock traded on any other Principal Market, include
in such application the Put Shares and Warrant Shares, and shall take such other
action as is necessary or desirable in the opinion of the Investor to cause the
Common Stock to be listed on such other Principal Market as promptly as
possible. The Company shall take all action necessary to continue the listing
and trading of its Common Stock on the Principal Market (including, without
limitation, maintaining sufficient net tangible assets) and will comply in all
respects with the Company's reporting, filing and other obligations under the
bylaws or rules of the Principal Market.

         Section 6.4 Exchange Act Registration. The Company shall cause its
Common Stock to continue to be registered under Section 12(g) or 12(b) of the
Exchange Act, will comply in all respects with its reporting and filing
obligations under said Act, and will not take any action or file any document
(whether or not permitted by said Act or the rules thereunder) to terminate or
suspend such registration or to terminate or suspend its reporting and filing
obligations under said Act. The Company will take all action to continue the
listing and trading of its 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.

         Section 6.5 Legends. The certificates evidencing the Common Stock to
be sold by the Investor pursuant to Section 9.1 shall be free of legends.

         Section 6.6  Corporate Existence. The Company will take all steps
necessary to preserve and continue the corporate existence of the Company.



                                       87
<PAGE>

         Section 6.7 Additional SEC Documents. The Company will deliver to the
Investor, as and when the originals thereof are submitted to the SEC for filing,
copies of all SEC Documents so furnished or submitted to the SEC.

         Section 6.8 Blackout Period. The Company will immediately notify the
Investor upon the occurrence of any of the following events in respect of a
Registration Statement or related prospectus in respect of an offering of
Registrable Securities; (i) receipt of any request for additional information by
the SEC or any other federal or state governmental authority during the period
of effectiveness of the Registration Statement for amendments or supplements to
the Registration Statement or related prospectus; (ii) the issuance by the SEC
or any other federal or state governmental authority of any stop order
suspending the effectiveness of the Registration Statement or the initiation of
any proceedings for that purpose; (iii) receipt of any notification with respect
to the suspension of the qualification or exemption from qualification of any of
the Registrable Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose; (iv) the happening of any event
that makes any statement made in such Registration Statement or related
prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires the making of any
changes in the Registration Statement, related prospectus or documents so that,
in the case of the Registration Statement, it will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, and
that in the case of the related prospectus, it will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and (v) the Company's
reasonable determination that a post-effective amendment to the Registration
Statement would be appropriate; and the Company will promptly make available to
the Investor any such supplement or amendment to the related prospectus. The
Company shall not deliver to the Investor any Optional Purchase Notice during
the continuation of any of the foregoing events.

         Section 6.9 Expectations Regarding Optional Purchase Notices. Within
ten (10) days after the commencement of each calendar quarter occurring
subsequent to the commencement of the Commitment Period, the Company undertakes
to notify the Investor as to its reasonable expectations as to the dollar amount
it intends to raise during such calendar quarter, if any, through the issuance
of Optional Purchase Notices. Such notification shall constitute only the
Company's good faith estimate and shall in no way obligate the Company to raise
such amount, or any amount, or otherwise limit its ability to deliver Optional
Purchase Notices. The failure by the Company to comply with this provision can
be cured by the Company's notifying the Investor at any time as to its
reasonable expectations with respect to the current calendar quarter.

         Section 6.10 Consolidation; Merger. The Company shall not, at any time
after the date hereof, effect any merger or consolidation of the Company with or
into, or a transfer of all or substantially all of the assets of the Company to,
another entity (a "Consolidation Event") unless the resulting successor or
acquiring entity (if not the Company) assumes by written instrument the
obligation to deliver to the Investor such shares of stock and/or securities as
the Investor is entitled to receive pursuant to this Agreement.


                                       88
<PAGE>

         Section 6.11 Issuance of Put Shares. The sale and issuance of the Put
Shares shall be made in accordance with the provisions and requirements of
applicable state law.

                                   ARTICLE VII

                       CONDITIONS TO DELIVERY OF OPTIONAL

                   PURCHASE NOTICES AND CONDITIONS TO CLOSING

         Section 7.1 Conditions Precedent to the Obligation of the Company to
Issue and Sell Common Stock. The obligation hereunder of the Company to issue
and sell the Put Shares to the Investor incident to each Closing is subject to
the satisfaction, at or before each such Closing, of each of the conditions set
forth below.

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

                           (b)      Performance by the Investor. The Investor
shall have performed, satisfied and complied in all respects with all covenants,
agreements and conditions required by this Agreement to be performed, satisfied
or complied with by the Investor at or prior to such Closing.

         Section 7.2 Conditions Precedent to the Right of the Company to Deliver
an Optional Purchase Notice and the Obligation of the Investor to Purchase Put
Shares. The right of the Company to deliver an Optional Purchase Notice and the
obligation of the Investor hereunder to acquire and pay for the Put Shares
incident to a Closing is subject to the satisfaction, on (i) the date of
delivery of such Optional Purchase Notice, (ii) for each day during the
Valuation Period; and (iii) the applicable Closing Date (each a "Condition
Satisfaction Date"), of each of the following conditions:

                           (a)      Registration of the Common Stock with the
SEC. As set forth in the Registration Rights Agreement, the Company shall have
filed with the SEC a Registration Statement with respect to the resale of the
Registrable Securities that shall have been declared effective by the SEC prior
to the first Optional Purchase Date, but in no event later than one hundred and
twenty (120) days after Subscription Date and shall have filed a prospectus
supplement on the first trading day after each Closing Date.

                           (b)      Effective Registration Statement. As set
forth in the Registration Rights Agreement, the Registration Statement shall
have previously become effective and shall remain effective on each Condition
Satisfaction Date and (i) neither the Company nor the Investor shall have
received notice that the SEC has issued or intends to issue a stop order with
respect to the Registration Statement or that the SEC otherwise has suspended or
withdrawn the effectiveness of the Registration Statement, either temporarily or
permanently, or intends or has threatened to do so, and (ii) no other suspension
of the use or withdrawal of the effectiveness of the Registration Statement or
related prospectus shall exist.


                                       89
<PAGE>

                           (c)      Accuracy of the Company's Representations
and Warranties. The representations and warranties of the Company shall be true
and correct in all material respects as of each Condition Satisfaction Date as
though made at each such time (except for representations and warranties
specifically made as of a particular date) with respect to all periods, and as
to all events and circumstances occurring or existing to and including each
Condition Satisfaction Date, except for any conditions which have temporarily
caused any representations or warranties herein to be incorrect and which have
been corrected with no continuing impairment to the Company or the Investor.

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

                           (e)      No Injunction. No statute, rule,
regulation, executive order, decree, ruling or injunction shall have been
enacted, entered, promulgated or endorsed by any court or governmental authority
of competent jurisdiction that prohibits or directly and adversely affects any
of the transactions contemplated by this Agreement, and no proceeding shall have
been commenced that may have the effect of prohibiting or adversely affecting
any of the transactions contemplated by this Agreement.

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

                           (g)      No Suspension of Trading In or
Delisting of Common Stock. The trading of the Common Stock (including without
limitation the Put Shares) shall not have been suspended by the SEC, the
Principal Market or the NASD and the Common Stock (including without limitation
the Put Shares) shall have been approved for listing or quotation on and shall
not have been delisted from the Principal Market. The issuance of shares of
Common Stock with respect to the applicable Closing, if any, shall not violate
the shareholder approval requirements of the Principal Market.

                           (h)      Legal Opinions. The Company shall have
caused to be delivered to the Investor and Finders, within five (5) Trading Days
of the effective date of the Registration Statement, an opinion of the Company's
independent counsel in the form of Exhibit B hereto, addressed to the Investor
and Finders; provided, however, that in the event that such an opinion cannot be
delivered by the Company's independent counsel to the Investor, the Company
shall promptly revise the Registration Statement and shall not deliver an
Optional Purchase Notice. If an Optional Purchase Notice shall have been
delivered in good faith without knowledge by the Company that an opinion of
independent counsel can not be delivered as required, at the option of the
Investor, either the applicable Closing Date shall automatically be postponed
for a period of up to five (5) Trading Days until such an opinion is delivered
to the Investor, or such Closing shall otherwise be canceled. Liquidated damages
determined pursuant to Section 2.4 shall be calculated and payable on the
Closing Date. The Company's independent counsel shall also deliver to the
Investor and Finders upon execution of this Agreement an opinion



                                       90
<PAGE>

in form and substance reasonably satisfactory to the Investor and Finders
addressing, among other things, corporate matters and the exemption from
registration under the Securities Act of the issuance of the Registrable
Securities by the Company to the Investor and Finders under this Agreement.

                           (i)      Due Diligence. No dispute between the
Company and the Investor shall exist pursuant to Section 8.2(c) as to the
adequacy of the disclosure contained in the Registration Statement.

                           (j)      Ten Percent Limitation. On each
Closing Date, the number of Put Shares then to be purchased by the Investor
shall not exceed the number of such shares that, when aggregated with all other
shares of Common Stock then owned by the Investor beneficially or deemed
beneficially owned by the Investor, would result in the Investor owning more
than 9.99% of all of such Common Stock as would be outstanding on such Closing
Date, as determined in accordance with Section 16 of the Exchange Act and the
regulations promulgated thereunder. For purposes of this Section 7.2(j), in the
event that the amount of Common Stock outstanding as determined in accordance
with Section 16 of the Exchange Act and the regulations promulgated thereunder
is greater on a Closing Date than on the date upon which the Optional Purchase
Notice associated with such Closing Date is given, the amount of Common Stock
outstanding on such Closing Date shall govern for purposes of determining
whether the Investor, when aggregating all purchases of Common Stock made
pursuant to this Agreement and, if any, Shares, would own more than 9.99% of the
Common Stock following such Closing Date.

                           (k)       Cross Default. The Company shall not
be in default of a material term, covenant, warranty or undertaking of any other
agreement to which the Company and any Investor are parties, nor shall there
have occurred an event of default under any such other agreement

                           (l)      No Knowledge. The Company shall have
no knowledge of any event more likely than not to have the effect of causing
such Registration Statement to be suspended or otherwise ineffective (which
event is more likely than not to occur within the fifteen Trading Days following
the Trading Day on which such Notice is deemed delivered).

                           (m)      Trading Cushion. The Trading Cushion shall
have elapsed since the immediately preceding Optional Purchase Date and Closing
Date.

                           (n)      Shareholder Vote. The issuance of shares of
Common Stock with respect to the applicable Closing, if any, shall not violate
the shareholder approval requirements of the Principal Market or any
jurisdiction to which the Company is subject.

                           (o)      Escrow Agreement. The parties hereto shall
have entered into a mutually approved escrow agreement for the Purchase Price
due hereunder.

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


                                       91
<PAGE>

                                  ARTICLE VIII

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

         Section 8.1 Due Diligence Review. The Company shall make available for
inspection and review by the Investor, advisors to and representatives of the
Investor (who may or may not be affiliated with the Investor and who are
reasonably acceptable to the Company), any underwriter participating in any
disposition of the Registrable Securities on behalf of the Investor pursuant to
the Registration Statement, any such registration statement or amendment or
supplement thereto or any blue sky, NASD, Principal Market, or other filing, all
financial and other records, all SEC Documents and other filings with the SEC,
and all other corporate documents and properties of the Company as may be
reasonably necessary for the purpose of such review, and cause the Company's
officers, directors and employees to supply all such information reasonably
requested by the Investor or any such representative, advisor or underwriter in
connection with such Registration Statement (including, without limitation, in
response to all questions and other inquiries reasonably made or submitted by
any of them), prior to and from time to time after the filing and effectiveness
of the Registration Statement for the sole purpose of enabling the Investor and
such representatives, advisors and underwriters and their respective accountants
and attorneys to conduct initial and ongoing due diligence with respect to the
Company and the accuracy of the Registration Statement.

         Section 8.2       Non-Disclosure of Non-Public Information.

                           (a)      The Company represents and warrants that
the Company and its officers, directors, employees and agents have not disclosed
any non-public information to the Investor or advisors to or representatives of
the Investor. The Company covenants and agrees that it shall refrain from
disclosing, and shall cause its officers, directors, employees and agents to
refrain from disclosing, unless prior to disclosure of such information the
Company identifies such information as being non-public information and provides
the Investor, such advisors and representatives with the opportunity to accept
or refuse to accept such non-public information for review. The Company may, as
a condition to disclosing any non-public information hereunder, require the
Investor's advisors and representatives to enter into a confidentiality
agreement in form reasonably satisfactory to the Company and the Investor.

                            (b)     The Company  acknowledges  and
understands that the Investor is entering into this Agreement and the
Registration Rights Agreement at the request of the Company and in good faith
reliance on the Company's representation set forth in Section 4.16 that neither
it nor its agents have disclosed to the Investor any material non-public
information.

                           (c)      Nothing herein shall require the Company
to disclose non-public information to the Investor or its advisors or
representatives, and the Company represents that it does not disseminate
non-public information to any investors who purchase stock in the Company in a
public offering, to money managers or to securities analysts, provided, however,


                                       92
<PAGE>

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

                                   ARTICLE IX

                                     LEGENDS

         Section 9.1 Legends. Unless otherwise provided below, each certificate
representing Registrable Securities will bear the following legend (the
"Legend"):

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH
OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED,
HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION
THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS
CERTIFICATE IS THE BENEFICIARY OF CERTAIN OBLIGATIONS OF THE COMPANY SET FORTH
IN A PRIVATE EQUITY LINE OF CREDIT AGREEMENT AMONG VIANET TECHNOLOGIES, INC. AND
CERTAIN INVESTORS DATED JANUARY 9, 2001. A COPY OF THE PORTION OF THE AFORESAID
AGREEMENT EVIDENCING SUCH OBLIGATIONS MAY BE OBTAINED FROM THE COMPANY'S
EXECUTIVE OFFICES.

                  Upon the execution and delivery hereof, the Company is issuing
to the transfer agent for its Common Stock (and to any substitute or replacement
transfer agent for its Common Stock upon the Company's appointment of any such
substitute or replacement transfer agent) instructions in substantially the form
of Exhibit D hereto. Such instructions shall be irrevocable by the Company from
and after the date hereof or from and after the issuance thereof to any such
substitute or replacement transfer agent, as the case may be, except as
otherwise expressly provided in the Registration Rights Agreement. It is the



                                       93
<PAGE>

intent and purpose of such instructions, as provided therein, to require the
transfer agent for the Common Stock from time to time upon transfer of
Registrable Securities by the Investor to issue certificates evidencing such
Registrable Securities free of the Legend during the following periods and under
the following circumstances and without consultation by the transfer agent with
the Company or its counsel and without the need for any further advice or
instruction or documentation to the transfer agent by or from the Company or its
counsel or the Investor:

                           (a)      at any time after the Effective
Date, upon surrender of one or more certificates evidencing Common Stock that
bear the Legend, to the extent accompanied by a notice requesting the issuance
of new certificates free of the Legend to replace those surrendered, or prior to
issuance of a certificate; provided that (i) the Registration Statement shall
then be effective; (ii) the Investor confirms to the transfer agent that it has
sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise
transfer such Common Stock in a bona fide transaction to a third party that is
not an affiliate of the Company; and (iii) the Investor or sales agent confirms
to the transfer agent that the Investor or sales agent has complied with the
prospectus delivery requirement; and

                           (b)      at any time upon any surrender of one
or more certificates evidencing Registrable Securities that bear the Legend, to
the extent accompanied by a notice requesting the issuance of new certificates
free of the Legend to replace those surrendered and containing representations
that (i) the Investor is permitted to dispose of such Registrable Securities
without limitation as to amount or manner of sale pursuant to Rule 144(k) under
the Securities Act or (ii) the Investor has sold, pledged or otherwise
transferred or agreed to sell, pledge or otherwise transfer such Registrable
Securities in a manner other than pursuant to an effective registration
statement, to a transferee who will upon such transfer be entitled to freely
tradeable securities. Any of the notices referred to above in this Section 9.1
may be sent by facsimile to the Company's transfer agent.

         Section 9.2 No Other Legend or Stock Transfer Restrictions. No legend
other than the one specified in Section 9.1 has been or shall be placed on the
share certificates representing the Common Stock and no instructions or "stop
transfers orders," so called, "stock transfer restrictions," or other
restrictions have been or shall be given to the Company's transfer agent with
respect thereto other than as expressly set forth in this Article IX.

         Section 9.3 Investor's Compliance. Nothing in this Article IX shall
affect in any way the Investor's obligations under any agreement to comply with
all applicable securities laws upon resale of the Common Stock.

                                    ARTICLE X

                               CHOICE OF LAW/VENUE

         Section 10.1 Choice of Law/Venue. This Agreement and the Registration
Rights 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 or the Registration Rights Agreement shall be



                                       94
<PAGE>

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.

                                   ARTICLE XI

              ASSIGNMENT; ENTIRE AGREEMENT, AMENDMENT; TERMINATION

         Section 11.1 Assignment. Neither this Agreement nor any rights of the
Investor or the Company hereunder may be assigned by either party to any other
person. Notwithstanding the foregoing, (a) the provisions of this Agreement
shall inure to the benefit of, and be enforceable by, and be binding upon, any
transferee of any of the Common Stock purchased or acquired by the Investor
hereunder with respect to the Common Stock held by such person unless such
Common Stock is free from restrictions on further transfer of such Common Stock,
and (b) the Investor's obligations and corresponding rights set forth in this
Agreement may be assigned at any time, in whole or in part, to any other person
or entity (including any affiliate of the Investor) effective upon written
notice to the Company. The Company shall have the right to require any assignee
to execute a counterpart of this Agreement.

         Section 11.2 Termination. This Agreement shall terminate thirty-six
(36) months after the commencement of the Commitment Period; provided, however,
that the provisions of Articles VI, VIII, IX, X, XI, and XII shall survive the
termination of this Agreement.

         Section 11.3 Entire Agreement, Amendment. This Agreement and the
Registration Rights Agreement constitute the full and entire understanding and
agreement between the parties with regard to the subjects hereof and thereof,
and no party shall be liable or bound to any other party in any manner by any
warranties, representations or covenants except as specifically set forth in
this Agreement or therein. Except as expressly provided in this Agreement,
neither this Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by both parties hereto.

                                   ARTICLE XII

                            NOTICES; INDEMNIFICATION

         Section 12.1 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



                                       95
<PAGE>

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 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:

         If to Vianet Technologies, Inc.:

         Vianet Technologies, Inc.
         6509 Windcrest Drive, Suite 160
         Plano, Texas 75024
         Telecopier: (972) 608-0780

         with a copy by telecopier only to (which communication shall
         not constitute notice):

         Sichenzia, Ross & Friedman, LLP
         Attn: Richard Friedman, Esq.
         135 West 50th Street, 20th Floor
         New York, New York 10020
         Telecopier: (212) 664-7329

         If to the Investor:

         To the address and telecopier number set forth on Schedule A hereto

         with a copy to (which communication shall not constitute notice):

         Grushko & Mittman, P.C.
         551 Fifth Avenue, Suite 1601
         New York, New York 10176
         Telecopier: (212) 697-3575

Either party hereto may from time to time change its address or facsimile number
for notices under this Section 12.1 by giving at least ten (10) days' prior
written notice of such changed address or facsimile number to the other party
hereto.

         Section 12.2      Indemnification.
                           ---------------

                           (a)      The Company  agrees to indemnify  and hold
harmless the Investor, its partners, Affiliates, officers, directors, employees,
and duly authorized agents, and each Person or entity, if any, who controls the
Investor within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act, together with the Controlling Persons (as defined in the
Registration Rights Agreement) from and against any Damages, joint or several,



                                       96
<PAGE>

and any action in respect thereof to which the Investor, its partners,
Affiliates, officers, directors, employees, and duly authorized agents, and any
such Controlling Person becomes subject to, resulting from, arising out of or
relating to any misrepresentation, breach of warranty or nonfulfillment of or
failure to perform any covenant or agreement on the part of Company contained in
this Agreement in any event as such Damages are incurred.

                           (b)      The Investor  agrees to indemnify  and
hold harmless the Company, its partners, Affiliates, officers, directors,
employees, and duly authorized agents, and each Person or entity, if any, who
controls the Investor within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act, together with the Controlling Persons (as
defined in the Registration Rights Agreement) from and against any Damages,
joint or several, and any action in respect thereof to which the Company, its
partners, Affiliates, officers, directors, employees, and duly authorized
agents, and any such Controlling Person becomes subject to, resulting from,
arising out of or relating to any misrepresentation, breach of warranty or
nonfulfillment of or failure to perform any covenant or agreement on the part of
Investor contained in this Agreement in an aggregate amount not to exceed each
such Investor's Proportionate Share.

         Section 12.3 Method of Asserting Indemnification Claims. All claims for
indemnification by any Indemnified Party (as defined below) under Section 12.2
will be asserted and resolved as follows:

                           (a)      In the event any claim or demand in
respect of which any person claiming indemnification under any provision of
Section 12.2 (an "Indemnified Party") might seek indemnity under Section 12.2 is
asserted against or sought to be collected from such Indemnified Party by a
person other than the Company, the Investor or any affiliate of the Company or
(a "Third Party Claim"), the Indemnified Party shall deliver a written
notification, enclosing a copy of all papers served, if any, and specifying the
nature of and basis for such Third Party Claim and for the Indemnified Party's
claim for indemnification that is being asserted under any provision of Section
12.2 against any person (the "Indemnifying Party"), together with the amount or,
if not then reasonably ascertainable, the estimated amount, determined in good
faith, of such Third Party Claim (a "Claim Notice") with reasonable promptness
to the Indemnifying Party. If the Indemnified Party fails to provide the Claim
Notice with reasonable promptness after the Indemnified Party receives notice of
such Third Party Claim, the Indemnifying Party will not be obligated to
indemnify the Indemnified Party with respect to such Third Party Claim to the
extent that the Indemnifying Party's ability to defend has been irreparably
prejudiced by such failure of the Indemnified Party. The Indemnifying Party will
notify the Indemnified Party as soon as practicable within the period ending
thirty (30) calendar days following receipt by the Indemnifying Party of either
a Claim Notice or an Indemnity Notice (as defined below) (the "Dispute Period")
whether the Indemnifying Party disputes its liability or the amount of its
liability to the Indemnified Party under Section 12.2 and whether the
Indemnifying Party desires, at its sole cost and expense, to defend the
Indemnified Party against such Third Party Claim.

                                    1.     If the Indemnifying  Party notifies
the Indemnified Party within the Dispute Period that the Indemnifying Party
desires to defend the Indemnified Party with respect to the Third Party Claim
pursuant to this Section 12.3(a), then the Indemnifying Party will have the



                                       97
<PAGE>

right to defend, with counsel reasonably satisfactory to the Indemnified Party,
at the sole cost and expense of the Indemnifying Party, such Third Party Claim
by all appropriate proceedings, which proceedings will be vigorously and
diligently prosecuted by the Indemnifying Party to a final conclusion or will be
settled at the discretion of the Indemnifying Party (but only with the consent
of the Indemnified Party in the case of any settlement that provides for any
relief which affects the Indemnified Party, other than the payment of monetary
damages or that provides for the payment of monetary damages as to which the
Indemnified Party will not be indemnified in full pursuant to Section 12.2). The
Indemnifying Party will have full control of such defense and proceedings,
including any compromise or settlement thereof; provided, however, that the
Indemnified Party may, at the sole cost and expense of the Indemnified Party, at
any time prior to the Indemnifying Party's delivery of the notice referred to in
the first sentence of this clause 1, file any motion, answer or other pleadings
or take any other action that the Indemnified Party reasonably believes to be
necessary or appropriate to protect its interests; and provided further, that if
requested by the Indemnifying Party, the Indemnified Party will, at the sole
cost and expense of the Indemnifying Party, provide reasonable cooperation to
the Indemnifying Party in contesting any Third Party Claim that the Indemnifying
Party elects to contest. The Indemnified Party may participate in, but not
control, any defense or settlement of any Third Party Claim controlled by the
Indemnifying Party pursuant to this clause 1, and except as provided in the
preceding sentence, the Indemnified Party will bear its own costs and expenses
with respect to such participation. Notwithstanding the foregoing, the
Indemnified Party may take over the control of the defense or settlement of a
Third Party Claim at any time if it irrevocably waives its right to indemnity
under Section 12.2 with respect to such Third Party Claim.

                                    2.     If the  Indemnifying  Party
fails to notify the Indemnified Party within the Dispute Period that the
Indemnifying Party desires to defend the Third Party Claim pursuant to Section
12.3(a), or if the Indemnifying Party gives such notice but fails to prosecute
vigorously and diligently or settle the Third Party Claim, or if the
Indemnifying Party fails to give any notice whatsoever within the Dispute
Period, then the Indemnified Party will have the right to defend, at the sole
cost and expense of the Indemnifying Party, the Third Party Claim by all
appropriate proceedings, which proceedings will be prosecuted by the Indemnified
Party in a reasonable manner and in good faith or will be settled at the
discretion of the Indemnified Party (with the consent of the Indemnifying Party,
which consent will not be unreasonably withheld). The Indemnified Party will
have full control of such defense and proceedings, including any compromise or
settlement thereof; provided, however, that if requested by the Indemnified
Party, the Indemnifying Party will, at the sole cost and expense of the
Indemnifying Party, provide reasonable cooperation to the Indemnified Party and
its counsel in contesting any Third Party Claim which the Indemnified Party is
contesting. Notwithstanding the foregoing provisions of this clause 2, if the
Indemnifying Party has notified the Indemnified Party within the Dispute Period
that the Indemnifying Party disputes its liability or the amount of its
liability hereunder to the Indemnified Party with respect to such Third Party
Claim and if such dispute is resolved in favor of the Indemnifying Party in the
manner provided in clause 3 below, the Indemnifying Party will not be required
to bear the costs and expenses of the Indemnified Party's defense pursuant to
this clause 2 or of the Indemnifying Party's participation therein at the
Indemnified Party's request, and the Indemnified Party will reimburse the
Indemnifying Party in full for all reasonable costs and expenses incurred by the
Indemnifying Party in connection with such litigation. The Indemnifying Party
may participate in, but not control, any defense or settlement controlled by the
Indemnified Party pursuant to this clause 2, and the Indemnifying Party will
bear its own costs and expenses with respect to such participation.


                                       98
<PAGE>

                  3. If the Indemnifying Party notifies the Indemnified Party
that it does not dispute its liability or the amount of its liability to the
Indemnified Party with respect to the Third Party Claim under Section 12.2 or
fails to notify the Indemnified Party within the Dispute Period whether the
Indemnifying Party disputes its liability or the amount of its liability to the
Indemnified Party with respect to such Third Party Claim, the Loss in the amount
specified in the Claim Notice will be conclusively deemed a liability of the
Indemnifying Party under Section 12.2 and the Indemnifying Party shall pay the
amount of such Loss to the Indemnified Party on demand. If the Indemnifying
Party has timely disputed its liability or the amount of its liability with
respect to such claim, the Indemnifying Party and the Indemnified Party will
proceed in good faith to negotiate a resolution of such dispute, and if not
resolved through negotiations within the Resolution Period, such dispute shall
be resolved by arbitration in accordance with paragraph (c) of this Section
12.3.

                           (b)      In the  event  any  Indemnified  Party
should have a claim under Section 12.2 against the Indemnifying Party that does
not involve a Third Party Claim, the Indemnified Party shall deliver a written
notification of a claim for indemnity under Section 12.2 specifying the nature
of and basis for such claim, together with the amount or, if not then reasonably
ascertainable, the estimated amount, determined in good faith, of such claim (an
"Indemnity Notice") with reasonable promptness to the Indemnifying Party. The
failure by any Indemnified Party to give the Indemnity Notice shall not impair
such party's rights hereunder except to the extent that the Indemnifying Party
demonstrates that it has been irreparably prejudiced thereby. If the
Indemnifying Party notifies the Indemnified Party that it does not dispute the
claim or the amount of the claim described in such Indemnity Notice or fails to
notify the Indemnified Party within the Dispute Period whether the Indemnifying
Party disputes the claim or the amount of the claim described in such Indemnity
Notice, the Loss in the amount specified in the Indemnity Notice will be
conclusively deemed a liability of the Indemnifying Party under Section 12.2 and
the Indemnifying Party shall pay the amount of such Loss to the Indemnified
Party on demand. If the Indemnifying Party has timely disputed its liability or
the amount of its liability with respect to such claim, the Indemnifying Party
and the Indemnified Party will proceed in good faith to negotiate a resolution
of such dispute, and if not resolved through negotiations within the Resolution
Period, such dispute shall be resolved by arbitration in accordance with
paragraph (c) of this Section 12.3.

                                  ARTICLE XIII

                                  MISCELLANEOUS

         Section 13.1 Fees and Expenses. Each of the Company and the Investor
agrees to pay its own expenses incident to the performance of its obligations
hereunder, except that the Company shall pay the reasonable fees, expenses and
disbursements of the Investor's counsel in an amount of $15,000 which shall be
payable upon the execution of this Agreement and not less than $2,500 per
Closing.

         Section 13.2 Brokerage. Each of the parties hereto represents that it
has had no dealings in connection with this transaction with any finder or
broker who will demand payment of any fee or commission from the other party



                                       99
<PAGE>

except as described on Schedule 13.2("Finder"). The Company agrees to pay to the
Finder a fee equal to ten percent (10%) ("Finder's Fee") of the Investment
Amount received by the Company as set forth on Schedule 13.2 hereto. Said sum
shall be paid out of the escrow account established for deposit of Investment
Amounts. The Company's obligations to the Finders is binding even if the
Registration Rights Agreement is not signed by the Finders. A default by the
Company of the Company's obligations to the Finders shall be deemed a default
under the Agreement and shall terminate the Investment Obligation. Provided such
default is not due to a failure by an escrow agent to comply with his
obligations, the Investment Obligation shall terminate if the Finder does not
receive the Finder's Fee on or before a Closing Date. The Company on the one
hand, and the Investor, on the other hand, agree to indemnify the other against
and hold the other harmless from any and all liabilities to any other persons
claiming brokerage commissions or finder's fees on account of services purported
to have been rendered on behalf of the indemnifying party in connection with
this Agreement or the transactions contemplated hereby.

         Section 13.3 Warrants. The Investors shall also receive the Warrants in
the aggregate amount set forth on Schedule A hereto. A form of Warrant is
annexed hereto as Exhibit E. The number of shares of Common Stock issuable upon
exercise of the Warrants shall be equal to one-tenth (1/10th) of the Commitment
Amount divided by the Purchase Price (as defined in the Warrant) which shall be
equal to one hundred and ten percent (110%) of the Bid Price on the last Trading
Day preceding the Subscription Date. The Warrants will be exercisable for three
years from the Subscription Date. The Investors are granted the registration
rights set forth in the Registration Rights Agreement with respect to the
Warrant Shares.

         Section 13.4 Commitment Shares. In consideration of Investors entering
into this Agreement, each Investor will receive upon execution of this Agreement
the number of shares of Common Stock designated on Schedule A hereto
("Commitment Shares"). The Investors are granted the rights set forth in the
Registration Rights Agreement in relation to the Commitment Shares.

         Section 13.5 Counterparts. This Agreement may be executed in multiple
counterparts, each of which may be executed by less than all of the parties and
shall be deemed to be an original instrument which shall be enforceable against
the parties actually executing such counterparts and all of which together shall
constitute one and the same instrument.

         Section 13.6 Entire Agreement. This Agreement, the Exhibits hereto and
the Registration Rights Agreement set forth the entire agreement and
understanding of the parties relating to the subject matter hereof and
supersedes all prior and contemporaneous agreements, negotiations and
understandings between the parties, both oral and written relating to the
subject matter hereof. The terms and conditions of all Exhibits to this
Agreement are incorporated herein by this reference and shall constitute part of
this Agreement as if fully set forth herein.

         Section 13.7 Survival; Severability. The representations, warranties,
covenants and agreements of the parties hereto shall survive each Closing
hereunder. In the event that any provision of this Agreement becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Agreement shall continue in full force and effect without said
provision; provided that such severability shall be ineffective if it materially
changes the economic benefit of this Agreement to any party.


                                      100
<PAGE>

         Section 13.8 Title and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.

         Section 13.9 Reporting Entity for the Common Stock. The reporting
entity relied upon for the determination of the Bid Price, VWAP, trading price
or trading volume of the Common Stock on any given Trading Day for the purposes
of this Agreement shall be Bloomberg, L.P. or any successor thereto. The written
mutual consent of the Investor and the Company shall be required to employ any
other reporting entity.



                                      101
<PAGE>


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


                                   VIANET TECHNOLOGIES, INC.


                                   By:
                                   -------------------------------------



                                   -------------------------------------
                                   GRENVILLE FINANCIAL LTD. - Investor







                                      102
<PAGE>


                                   SCHEDULE A
<TABLE>
<CAPTION>

------------------------------ -------------------------- ------------------------ -------------------------
INVESTOR                       PROPORTIONATE SHARE        COMMITMENT SHARES        WARRANTS
------------------------------ -------------------------- ------------------------ -------------------------
<S>                            <C>                       <C>                       <C>
GRENVILLE FINANCIAL LTD.       $10,000,000.00 (100%)      1,000,000                4,392,004
Trident Chambers
P.O. Box 146
Road Town, Tortola, B.V.I.
Fax: 011-411-201-4800
------------------------------ -------------------------- ------------------------ -------------------------
</TABLE>



                                      103
<PAGE>


                                    EXHIBIT B

              FORM OF OPINION OF THE COMPANY'S INDEPENDENT COUNSEL
                WITHIN 5 TRADING DAYS FOLLOWING EFFECTIVE DATE OF
                             REGISTRATION STATEMENT

TO:

         We have acted as counsel to Vianet Technologies, Inc., a Delaware
corporation (the "Company"), in connection with the Private Equity Line of
Credit Agreement between the Company and you, dated as of January 9, 2001 (the
"Line of Credit Agreement"), pursuant to which the Company will issue to you
from time to time shares of Common Stock, $.001 par value (the "Put Shares") and
the Registration Rights Agreement between you and the Company, dated January 9,
2001 (the "Registration Rights Agreement," and together with the Line of Credit
Agreement, the "Agreements"). This opinion is rendered to you pursuant to
Section 7.2(h) of the Line of Credit Agreement. Capitalized terms used without
definition in this opinion have the meanings given to them in the Line of Credit
Agreement.

In connection with this opinion, we have assumed the authenticity of all
records, documents, and instruments submitted to us as originals, the
genuineness of all signatures, the legal capacity of natural persons and the
conformity to the originals of all records, documents, and instruments submitted
to us as copies. We have also assumed that there are no facts or circumstances
relating to you that might prevent you from enforcing any of the rights to which
our opinion relates. We have based our opinion upon our review of the following
records, documents and instruments:

         (a)      The Articles of Incorporation of the Company, as amended to
date (the "Articles"), certified by the Delaware Secretary of State as of
____________, 2001 and certified to us by an officer of the Company as being
complete and in full force and effect as of the date of this opinion;

         (b)      The Bylaws of the Company certified to us by an officer of
the Company as being complete and in full force and effect as of the date of
this opinion (the "Bylaws");

         (c)      Records certified to us by an officer of the Company as
constituting all records of proceedings and actions of the Board of Directors
and the shareholders of the Company relating to the transactions contemplated by
the Agreement;

         (d)      The Agreements;

         (e)      A certificate related to the good standing of the Company
issued by the Secretary of State of the State of Delaware dated __________,
2001;

         (f)      A Certificate of the Chief Executive Officer of the Company
as to certain factual matters (the "Officer's Certificate");


                                      104
<PAGE>

         (g)      The SEC Documents.

         With your consent, we have based our opinion expressed in paragraph 1
below as to the good standing of the Company solely upon the documents
enumerated in (e) and (f) above.

         Where our opinion relates to our "knowledge," such knowledge is based
upon our examination of the records, documents, instruments, and certificates
enumerated or described above and the actual knowledge of attorneys in this firm
who are currently involved in substantive legal representation of the Company on
matters related to the Agreements. With your consent, we have not examined any
records of any court, administrative tribunal or other similar entity in
connection with our opinion expressed in paragraph 2 of Part III below. We have
assumed for purposes of our opinion to the effect that the Put Shares are fully
paid and nonassessable that the consideration for such Put Shares will be
received by the Company in accordance with the Line of Credit Agreement.

         We express no opinion as to any anti-fraud provisions of applicable
federal or state securities laws, any tax, anti-trust, land use, export, safety,
environmental or hazardous materials laws, rules or regulations.

         This opinion is limited to the federal laws of the United States of
America and the laws of the States of Delaware and New York. We disclaim any
opinion as to the laws of any other jurisdiction and we further disclaim any
opinion as to any statute, rule, regulation, ordinance, order or other
promulgation of any regional or local governmental body.

         Based upon the foregoing and our examination of such questions of law
as we have deemed necessary or appropriate for the purpose of this opinion, and
subject to the limitations and qualifications expressed below, it is our opinion
that:

         1. The Company has been duly incorporated and is validly existing and
in good standing under the laws of the State of Delaware and has all requisite
power and authority to carry on its business and to own, lease and operate its
properties and assets as described in the SEC Documents. To our knowledge the
Company does not have any subsidiaries other than as set forth in the SEC
Documents.

         2. To our knowledge, except as described in the SEC Documents, there
are no claims, actions, suits, proceedings or investigations that are pending
against the Company or its properties, or to our knowledge, any officer or
director of the Company in his or her capacity as such, nor to our knowledge has
the Company received any written threat of any such claims, actions, suits,
proceedings or investigations.

         3. To our knowledge, except as described in the Company's
representations and warranties contained in Article IV of the Line of Credit
Agreement, there are no outstanding options, warrants, calls or commitments of
any character whatsoever relating to, or securities, rights or obligations
convertible into or exchangeable for, or giving any right to subscribe for or
acquire, any shares of Common Stock, or contracts, commitments, understanding,
or arrangements by which the Company is or may become bound to issue additional
shares of Common Stock, or securities or rights convertible or exchangeable into
shares of Common Stock.


                                      105
<PAGE>

         4. Subject to the accuracy of your representations in Article III of
the Line of Credit Agreement on the date hereof and on the date of issuance of
any Put Shares, Warrant Shares, and the statement in the Officer's Certificate
that the Company has not offered or sold, and will not offer or sell, any Put
Shares by means of advertising or public solicitation, the issuance of the Put
Shares and Warrant Shares in conformity with the terms of the Line of Credit
Agreement constitutes transactions exempt from the registration requirements of
Section 5 of the Securities Act of 1933, as amended. The Put Shares when issued
in compliance with the Line of Credit Agreement, and the Warrant Shares when
issued in compliance with the Line of Credit Agreement and Registration Rights
Agreement, will be duly authorized, validly issued, fully paid, and
non-assessable and free of preemptive rights set forth in the Articles, Bylaws
and any agreement filed as an exhibit to the SEC Documents, provided, however,
that the Put Shares and Warrant Shares may be subject to restrictions on
transfer under state and federal securities laws, but only to the extent set
forth in the Line of Credit Agreement.

         5. The Company has the requisite corporate power and authority to enter
into and perform its obligations under the Agreements and to issue the Put
Shares, Warrants and Warrant Shares.

         Each of the Agreements has been duly authorized, executed and delivered
by the Company and the consummation by it of the transactions contemplated
thereby has been duly authorized by all necessary corporate action and no
further consent or authorization of the Company's board of directors or
shareholders is required. Each of the Agreements has been duly executed and
delivered on the part of the Company and is a valid and binding obligation of
the Company, enforceable against the Company in accordance with its terms,
subject, as to enforcement, (i) to bankruptcy, insolvency, reorganization,
arrangement, moratorium, and other laws of general applicability relating to or
affecting creditors' rights, (ii) to general principles of equity, whether such
enforcement is considered in a proceeding in equity or at law, and (iii) to
limitations imposed by applicable law or public policy on the enforceability of
the indemnification provisions contained in the Agreements.

         6. The execution, delivery and performance of and compliance with the
respective terms of each of the Agreements, and issuance of the Put Shares and
Warrant Shares in accordance with the Line of Credit Agreement, will not violate
any provision of the Articles or Bylaws or any law applicable to the Company.

         7. The holders of the Common Stock and Warrant Shares will not be
subject to the provisions of the State of Delaware anti-takeover statutes.

         In connection with the registration of the Put Shares and Warrant
Shares, we advised the Company as to the requirements of the Securities Act and
the applicable Rules and Regulations and rendered other legal advice and
assistance in the course of preparation of the Registration Statement and



                                      106
<PAGE>

Prospectus, including review and discussion of the contents thereof. On the
basis of the information that was developed in the course of the performance of
such services considered in the light of our understanding of the Securities
Act, including the requirements of Forms S-3 and SB-2, we have no reason to
believe that (i) the Registration Statement (other than the financial statements
and related statements and schedules, as to which we express no belief) as of
its Effective Date contained any untrue statement of a material fact or omitted
to state any material fact required to be stated therein or necessary in order
to make the statements therein not misleading, or (ii) the Prospectus (other
than the financial statements and related statements and schedules, as to which
we express no belief) as of the Effective Date of the Registration Statement
contained any untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading. The limitations inherent in the independent verification of
factual matters and the character of determinations involved in the registration
process are such, however, that except as set forth in this opinion letter we do
not assume any responsibility for the accuracy, completeness or fairness of the
statements contained in the Registration Statement or the Prospectus.

         Our opinions expressed above are specifically subject to the following
limitations, exceptions, qualifications and assumptions:

         A. The effect of bankruptcy, insolvency, reorganization, moratorium and
other similar laws relating to or affecting the relief of debtors or the rights
and remedies of creditors generally, including without limitation the effect of
statutory or other law regarding fraudulent conveyances and preferential
transfers.

         B. Limitations imposed by state law, federal law or general equitable
principles upon the specific enforceability of any of the remedies, covenants or
other provisions of any applicable agreement and upon the availability of
injunctive relief or other equitable remedies, regardless of whether enforcement
of any such agreement is considered in a proceeding in equity or at law.

         C. This opinion letter is governed by, and shall be interpreted in
accordance with, the Legal Opinion Accord (the "Accord") of the ABA Section of
Business Law (1991). As a consequence, it is subject to a number of
qualifications, exceptions, definitions, limitations on coverage and other
limitations, all as more particularly described in the Accord, including the
General Qualifications and the Equitable Principles Limitation, and this opinion
letter should be read in conjunction therewith.

         This opinion is rendered as of the date first written above, is solely
for your benefit in connection with the Agreement and may not be relief upon or
used by, circulated, quoted, or referred to nor may any copies hereof by
delivered to any other person without our prior written consent. We disclaim any
obligation to update this opinion letter or to advise you of facts,
circumstances, events or developments which hereafter may be brought to our
attention and which may alter, affect or modify the opinions expressed herein.

                                                     Very truly yours,





                                      107
<PAGE>

                                    EXHIBIT C

                             COMPLIANCE CERTIFICATE

                            VIANET TECHNOLOGIES, INC.

         The undersigned, _______________, hereby certifies, with respect to
shares of common stock of the Vianet Technologies, Inc. (the "Company") issuable
in connection with the Optional Purchase Notice, dated (the "Notice"), delivered
pursuant to Article II of the Private Equity Line of Credit Agreement, dated
January 9, 2001, by and among the Company and certain Investors (the
"Agreement"), as follows:

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

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

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

         The undersigned has executed this Certificate this ____ day of
________, 2001.

                                          VIANET TECHNOLOGIES, INC.


                                          By:________________________________
                                              Name:
                                              Chief Executive Officer


                                      108
<PAGE>


                                    EXHIBIT D

                         INSTRUCTIONS TO TRANSFER AGENT
                            VIANET TECHNOLOGIES, INC.

Continental Stock Transfer & Trust Company
2 Broadway, 19th Floor
New York, NY 10004
Telecopier: (212) ______________



Dear Sirs:

         Reference is made to the Private Equity Line of Credit Agreement (the
"Agreement"), dated as of January 9, 2001 among certain Investors (the
"Investor") and Vianet Technologies, Inc. (the "Company"). Pursuant to the
Agreement, subject to the terms and conditions set forth in the Agreement the
Investor has agreed to purchase from the Company and the Company has agreed to
sell to the Investor from time to time during the term of the Agreement shares
of Common Stock of the Company, $.001 par value (the "Common Stock"). As a
condition to the effectiveness of the Agreement, the Company has agreed to issue
to you, as the transfer agent for the Common Stock (the "Transfer Agent"), these
instructions relating to the Common Stock to be issued to the Investor (or a
permitted assignee) pursuant to the Agreement. All terms used herein and not
otherwise defined shall have the meaning set forth in the Agreement.

         1.       ISSUANCE OF COMMON STOCK WITHOUT THE LEGEND

Pursuant to the Agreement, the Company is required to prepare and file with the
Commission, and maintain the effectiveness of, a registration statement or
registration statements registering the resale of the Common Stock to be
acquired by the Investor under the Agreement. The Company will advise the
Transfer Agent in writing of the effectiveness of any such registration
statement promptly upon its being declared effective. The Transfer Agent shall
be entitled to rely on such advice and shall assume that the effectiveness of
such registration statement remains in effect unless the Transfer Agent is
otherwise advised in writing by the Company and shall not be required to
independently confirm the continued effectiveness of such registration
statement. In the circumstances set forth in the following two paragraphs, the
Transfer Agent shall deliver to the Investor certificates representing Common
Stock not bearing the Legend without requiring further advice or instruction or
additional documentation from the Company or its counsel or the Investor or its
counsel or any other party (other than as described in such paragraphs).

         At any time after the effective date of the applicable registration
statement (provided that the Company has not informed the Transfer Agent in
writing that such registration statement is not effective) upon any surrender of
one or more certificates evidencing Common Stock which bear the Legend, to the
extent accompanied by a notice requesting the issuance of new certificates free



                                      109
<PAGE>

of the Legend to replace those surrendered, the Transfer Agent shall deliver to
the Investor the certificates representing the Common Stock not bearing the
Legend, in such names and denominations as the Investor shall request, provided
that:

         (a) in connection with such event, the Investor (or its permitted
assignee) shall confirm in writing to the Transfer Agent that (i) the Investor
confirms to the transfer agent that it has sold, pledged or otherwise
transferred or agreed to sell, pledge or otherwise transfer such Common Stock in
a bona fide transaction to a transferee that is not an affiliate of the Company;
and (ii) the Investor confirms to the transfer agent that the Investor has
complied with the prospectus delivery requirement;

         (b) the Investor (or its permitted assignee) shall represent that it is
permitted to dispose thereof with limitation as to amount of manner of sale
pursuant to Rule 144(k) under the Securities Act; or

         (c) the Investor, its permitted assignee, or either of their brokers
confirms to the transfer agent that (i) the Investor has held the shares of
Common Stock for at least one year, (ii) counting the shares surrendered as
being sold upon the date the unlegended Certificates would be delivered to the
Investor (or the Trading Day immediately following if such date is not a Trading
Day), the Investor will not have sold more than the greater of (a) one percent
(1%) of the total number of outstanding shares of Common Stock or (b) the
average weekly trading volume of the Common Stock for the preceding four weeks
during the three months ending upon such delivery date (or the Trading Day
immediately following if such date is not a Trading Day), and (iii) the Investor
has complied with the manner of sale and notice requirements of Rule 144 under
the Securities Act.

         Any advice, notice or instructions to the Transfer Agent required or
permitted to be given hereunder may be transmitted via facsimile to the Transfer
Agent's facsimile number of __________.

         2.       MECHANICS OF DELIVERY OF CERTIFICATES REPRESENTING COMMON
                  STOCK

                  In connection with any Closing pursuant to which the Investor
acquires Common Stock under the Agreement, the Transfer Agent shall deliver
certificates representing Common Stock (with or without the Legend, as
appropriate) as promptly as practicable, but in no event later than three
business days, after such Closing.

         3.       FEES OF TRANSFER AGENT; INDEMNIFICATION

                  The Company agrees to pay the Transfer Agent for all fees
incurred in connection with these Irrevocable Instructions. The Company agrees
to indemnify the Transfer Agent and its officers, employees and agents, against
any losses, claims, damages or liabilities, joint or several, to which it or
they become subject based upon the performance by the Transfer Agent of its
duties in accordance with the Irrevocable Instructions.



                                      110
<PAGE>


         4.       THIRD PARTY BENEFICIARY

                  The Company and the Transfer Agent acknowledge and agree that
the Investor is an express third party beneficiary of these Irrevocable
Instructions and shall be entitled to rely upon, and enforce, the provisions
hereof.

                                      VIANET TECHNOLOGIES, INC.


                                      By:_________________________________
                                          Name:
                                          Chief Executive Officer

AGREED:

CONTINENTAL STOCK TRANSFER
  & TRUST COMPANY


By:_______________________________



                                      111
<PAGE>


                                  SCHEDULE 13.2

---------------------------------------- -----------------------------
FINDERS                                  CASH FINDERS FEE (1)
---------------------------------------- -----------------------------
---------------------------------------- -----------------------------
LIBRA FINANCE, S.A.                      Up to $500,000.00 (50%)
P.O. Box 4602
Zurich, Switzerland
Fax: 011-411-201-6262
---------------------------------------- -----------------------------
---------------------------------------- -----------------------------
VERTICAL VENTURES LLC                    Up to $500,000.00 (50%)
160 Central Park South, Suite 3212
New York, NY 10019
Fax: 212-586-8244
---------------------------------------- -----------------------------
---------------------------------------- -----------------------------
TOTAL                                    Up to $1,000,000.00 (10%)
---------------------------------------- -----------------------------


(1)      Total finder's fee represents 10% of the Commitment Amount.



                                      112