1

                         GO ONLINE NETWORKS CORPORATION
                              INVESTMENT AGREEMENT

     THIS  INVESTMENT  AGREEMENT  DOES  NOT  CONSTITUTE  AN  OFFER TO SELL, OR A
SOLICITATION  OF AN OFFER TO PURCHASE, ANY OF THE SECURITIES DESCRIBED HEREIN BY
OR  TO  ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD
BE UNLAWFUL.  THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE
SECURITIES  AUTHORITIES,  NOR  HAVE  SUCH  AUTHORITIES CONFIRMED THE ACCURACY OR
DETERMINED THE ADEQUACY OF THIS DOCUMENT.  ANY REPRESENTATION TO THE CONTRARY IS
A  CRIMINAL  OFFENSE.

     AN  INVESTMENT  IN  THESE  SECURITIES  INVOLVES A HIGH DEGREE OF RISK.  THE
INVESTOR  MUST  RELY ON ITS OWN ANALYSIS OF THE INVESTMENT AND ASSESSMENT OF THE
RISKS  INVOLVED.  SEE  THE  RISK  FACTORS  SET  FORTH IN THE ATTACHED DISCLOSURE
DOCUMENTS  AS  EXHIBIT  J.



<PAGE>

                                       17


     THIS  INVESTMENT  AGREEMENT (this "Agreement") is made as of the ___ day of
,  1999,  by  and  between  Go  Online  Networks Corporation, a corporation duly
organized  and  validly  existing  under  the laws of the State of Delaware (the
"Company"),  and the undersigned Investor executing this Agreement ("Investor").

                                    RECITALS:

     WHEREAS,  the  parties  desire  that,  upon  the  terms  and subject to the
conditions  contained  herein,  the Company shall issue to the Investor, and the
Investor  shall purchase from the Company, from time to time as provided herein,
shares  of  the  Company's Common Stock, par value $0.001 per share (the "Common
Stock"),  as part of an offering of Common Stock by the Company to Investor, for
a  maximum  aggregate  offering amount of Ten Million Dollars ($10,000,000) (the
"Maximum  Offering  Amount");  and

     WHEREAS,  the solicitation of this Investment Agreement and, if accepted by
the  Company,  the offer and sale of the Common Stock are being made pursuant to
the  Company's  Registration Statement on Form SB-2, file number 333-88615 filed
on  October  7,  1999  under the Securities Act of 1933, as amended (the "Act").

                                     TERMS:

NOW,  THEREFORE,  the  parties  hereto  agree  as  follows:

1.     Certain Definitions.  As used in this Investment Agreement (including the
       -------------------
recitals  above),  the  following  terms shall have the following meanings (such
meanings  to  be equally applicable to both the singular and plural forms of the
terms  defined):

     "20%  Approval"  shall  have  the  meaning  set  forth  in  Section  5.26.

     "AAA"  shall  have  the  meaning  set  forth  in  Section  7.8.

     "Accredited  Investor"  shall  have  the  meaning set forth in Section 3.1.

     "Act"  shall  mean  the  Securities  Act  of  1933,  as  amended.

     "Advance  Put Notice" shall have the meaning set forth in Section 2.3.1(a),
the  form  of  which  is  attached  hereto  as  Exhibit  E.

     "Advance  Put  Notice  Confirmation"  shall  have  the meaning set forth in
Section  2.3.1(a),  the  form  of  which  is  attached  hereto  as  Exhibit  F.

     "Advance  Put  Notice  Date"  shall  have  the meaning set forth in Section
2.3.1(a).

     "Affiliate"  shall  have  the  meaning  as  set  forth  Section  6.5.

<PAGE>

     "Aggregate  Issued  Shares" equals the aggregate number of shares of Common
Stock  issued  to  Investor  pursuant  to  the  terms  of  this Agreement or the
Registration  Rights  Agreement  as  of  a  given date, including Put Shares and
Warrant  Shares.

     "Agreed Upon Procedures Report" shall have the meaning set forth in Section
2.6.3(b).

     "Agreement"  shall  mean  this  Investment  Agreement.

     "Annual Commitment Amount" shall have the meaning set forth in Section 2.7.

     "Automatic  Termination" shall have the meaning set forth in Section 2.3.2.

     "Bid  Price"  shall mean the bid price of the Common Stock on the Company's
Principal  Market.

     "Bring  Down  Cold  Comfort  Letters"  shall  have the meaning set forth in
Section  2.3.6(b).

     "Business Day" shall mean any day during which the Principal Market is open
for  business.

     "Calendar Month" shall mean the period of time beginning on the numeric day
in  question  in  a  calendar  month (the "Numeric Day") and for Calendar Months
thereafter,  beginning  on  the  earlier of (i) the same Numeric Day of the next
calendar  month  or  (ii) the last day of the next calendar month. Each Calendar
Month  shall  end  on  the  day  immediately preceding the beginning of the next
succeeding  Calendar  Month.

     "Cap  Amount"  shall  have  the  meaning  set  forth  in  Section  2.3.11.

     "Capital  Raising  Limitations" shall have the meaning set forth in Section
6.6.1.

     "Capitalization  Schedule"  shall  have  the  meaning  set forth in Section
3.2.4,  and  shall  be  attached  hereto  as  Exhibit  K.

     "Closing"  shall mean one of (i) the Investment Commitment Closing and (ii)
each  closing  of  a  purchase  and  sale of Common Stock pursuant to Section 2.


<PAGE>
     "Closing  Bid  Price"  means,  for  any  security  as of any date, the last
closing  bid  price  for  such security on the O.T.C. Bulletin Board, or, if the
O.T.C. Bulletin Board is not the principal securities exchange or trading market
for  such security, the last closing bid price of such security on the principal
securities exchange or trading market where such security is listed or traded as
reported  by  such  principal  securities  exchange or trading market, or if the
foregoing  do  not  apply,  the  last  closing bid price of such security in the
over-the-counter  market on the electronic bulletin board for such security, or,
if  no  closing  bid price is reported for such security, the average of the bid
prices  of  any market makers for such security as reported in the "pink sheets"
by  the  National  Quotation  Bureau,  Inc.  If  the Closing Bid Price cannot be
calculated  for  such  security  on such date on any of the foregoing bases, the
Closing  Bid  Price of such security on such date shall be the fair market value
as  mutually determined by the Company and the Investor in this Offering. If the
Company  and  the  Investor  in  this Offering are unable to agree upon the fair
market  value  of  the  Common  Stock, then such dispute shall be resolved by an
investment  banking  firm mutually acceptable to the Company and the Investor in
this  offering  and any fees and costs associated therewith shall be paid by the
Company.

     "Commitment  Evaluation Period" shall have the meaning set forth in Section
2.7.

     "Commitment  Warrant"  shall  have  the  meaning  set forth in Section 2.7.

     "Common  Shares"  shall  mean  the  shares  of Common Stock of the Company.

     "Common Stock" shall mean the common stock of the Company, par value $0.001
per  share.

     "Company"  shall  mean  Go  Online Networks Corporation, a corporation duly
organized  and  validly  existing  under  the  laws  of  the  State of Delaware.

     "Company  Termination"  shall have the meaning set forth in Section 2.3.14.

     "Conditions  to Investor's Obligations" shall have the meaning as set forth
in  Section  2.2.4.

     "Delisting  Event"  shall  mean any time during the term of this Investment
Agreement,  that  the  Company's  Common  Stock  is  not listed for and actively
trading  on  the  O.T.C. Bulletin Board, the Nasdaq Small Cap Market, the Nasdaq
National  Market, the American Stock Exchange, or the New York Stock Exchange or
is  suspended  or  delisted  with respect to the trading of the shares of Common
Stock  on  such  market  or  exchange.

     "Disclosure  Documents"  shall  have  the  meaning  as set forth in Section
3.2.4.

     "Due  Diligence Review" shall have the meaning as set forth in Section 2.6.

     "Effective  Date"  shall  have  the  meaning  set  forth  in Section 2.3.1.

     "Exchange  Act" shall mean the Securities Exchange Act of 1934, as amended.

     "Extended  Put  Period"  shall mean the period of time between the Advanced
Put  Notice  Date  until  the  Pricing  Period  End  Date.

<PAGE>

     "Gross  Discount  Amount," for each Purchase of Put Shares, shall equal the
product  of  (i)  the difference of one minus the quotient obtained when the Put
Share  Price for such Purchase is divided by the Market Price for such Purchase,
multiplied by (ii) the Put Dollar Amount paid to the Company by the Investor for
the  Put  Shares  in  that  Purchase.

     "Impermissible  Put  Cancellation"  shall  have  the  meaning  set forth in
Section  2.3.1(e).

     "Indemnified  Liabilities"  shall  have the meaning set forth in Section 9.

     "Indemnities"  shall  have  the  meaning  set  forth  in  Section  9.

     "Indemnitor"  shall  have  the  meaning  set  forth  in  Section  9.

     "Individual  Put  Limit"  shall have the meaning set forth in Section 2.3.1
(b).

     "Ineffective  Period"  shall  mean any period of time that the Registration
Statement  or  any  Supplemental Registration Statement (each as defined in this
Investment  Agreement and the Registration Rights Agreement) becomes ineffective
or  unavailable  for use for the sale or resale, as applicable, of any or all of
the  Registrable  Securities  (as  defined  in  the  Investment  Agreement  and
Registration  Rights  Agreement)  for any reason (or in the event the prospectus
under either of the above is not current and deliverable) during any time period
required  under this Investment Agreement and the Registration Rights Agreement.

     "Intended  Put  Share  Amount"  shall have the meaning set forth in Section
2.3.1(a).

     "Investment Commitment Closing" shall have the meaning set forth in Section
2.2.3.

     "Investment  Commitment  Opinion  of  Counsel"  shall  mean an opinion from
Company's  independent counsel, substantially in the form attached as Exhibit B,
or  such  other  form  as  agreed  upon  by  the  parties,  as to the Investment
Commitment  Closing.

     "Investment Date" shall mean the date of the Investment Commitment Closing.

     "Investor"  shall  have  the  meaning  set  forth  in  the preamble hereto.

     "Key  Employee"  shall  have  the meaning set forth in Section 5.18, as set
forth  in  Exhibit  N.

     "Late  Payment  Amount"  shall have the meaning set forth in Section 2.3.8.


<PAGE>
     "Look  Back  Period"  shall mean the period of ten (10) consecutive trading
days during the Pricing Period ending immediately prior to the Put Closing Date.

     "Major Transaction" shall mean and shall be deemed to have occurred at such
time  upon  any  of  the  following  events:

(i)     a  consolidation,  merger  or  other  business  combination  or event or
transaction  following  which  the  holders  of  Common  Stock  of  the  Company
immediately  preceding  such  consolidation, merger, combination or event either
(i)  no  longer  hold a majority of the shares of Common Stock of the Company or
(ii)  no  longer have the ability to elect the board of directors of the Company
(a "Change of Control"); provided, however, that if the other entity involved in
such  consolidation,  merger,  combination or event is a publicly traded company
with  "Substantially  Similar Trading Characteristics" (as defined below) as the
Company and the holders of Common Stock are to receive solely Common Stock or no
consideration (if the Company is the surviving entity) or solely common stock of
such  other  entity  (if  such  other  entity  is  the  surviving  entity), such
transaction  shall  not  be  deemed  to  be  a  Major  Transaction (provided the
surviving  entity,  if  other  than the Company, shall have agreed to assume all
obligations  of the Company under this Investment Agreement and the Registration
Rights  Agreement).  For  purposes  hereof,  an  entity shall have Substantially
Similar  Trading  Characteristics  as  the  Company  if the average daily dollar
trading  volume of the common stock of such entity is equal to or in excess of $
 for  the  90th  through  the  31st day prior to the public announcement of such
transaction;

(ii)     the  sale  or  transfer  of  all  or substantially all of the Company's
assets;  or

(iii)     a  purchase,  tender  or  exchange  offer  made  to  the  holders  of
outstanding shares of Common Stock, such that following such purchase, tender or
exchange  offer  a  Change  of  Control  shall  have  occurred.

     "Market  Price"  shall equal the average of the five (5) lowest Closing Bid
Prices  for the Common Stock on the Principal Market during the Look Back Period
for  the  applicable  Put.

     "Material  Facts"  shall  have  the  meaning set forth in Section 2.3.6(a).

     "Maximum  Offering  Amount"  shall  mean Ten Million Dollars ($10,000,000).

     "Nasdaq  20%  Rule"  shall  have  the  meaning set forth in Section 2.3.11.

     "NASD"  shall  have  the  meaning  set  forth  in  Section  6.10.

     "NYSE"  shall  have  the  meaning  set  forth  in  Section  6.10.

<PAGE>

     "Numeric  Day"  shall mean the numerical day of the month of the Investment
Date.

     "Offering"  shall  mean the Company's offering of Common Stock and Warrants
issued  under  this  Investment  Agreement.

     "Officer's  Certificate"  shall mean a certificate, signed by an officer of
the  Company,  to  the  effect  that  the  representations and warranties of the
Company  in  this  Agreement  required to be true for the applicable Closing are
true  and  correct  in  all  material  respects  and  all  of the conditions and
limitations  set  forth  in  this  Agreement  for  the  applicable  Closing  are
satisfied.

     "Opinion  of  Counsel" shall mean, as applicable, the Investment Commitment
Opinion  of Counsel, the Put Opinion of Counsel and the Purchase Warrant Opinion
of  Counsel.

     "Payment  Due  Date"  shall  have  the  meaning set forth in Section 2.3.8.

     "Pricing  Period"  shall  have  the  meaning set forth in Section 2.3.7(b).

     "Pricing  Period  End Date" shall mean the last Business Day of any Pricing
Period.

     "Pricing  Period  Extension"  shall  have  the meaning set forth in Section
2.3.7(b).

     "Principal  Market"  shall  mean  the  Nasdaq  Small Cap Market, the O.T.C.
Bulletin  Board,  the Nasdaq National Market, 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.

     "Proceeding"  shall  have  the  meaning  as  set  forth  Section  5.1.

     "Purchase"  shall  have  the  meaning  set  forth  in  Section  2.3.7(a).

     "Purchase  Warrants"  shall  have  the  meaning set forth in Section 2.4.2.

     "Purchase  Warrant  Exercise  Price"  shall  have  the meaning set forth in
Section  2.4.2.

     "Purchase  Warrant Opinion of Counsel" shall mean an opinion from Company's
independent  counsel,  substantially  in the form attached as Exhibit O, or such
other  form  as  agreed  upon  by  the  parties,  as to the issuance of Purchase
Warrants  to  the  Investor.

     "Put"  shall  have  the  meaning  set  forth  in  Section  2.3.1(d).


<PAGE>
     "Put  Cancellation"  shall have the meaning set forth in Section 2.3.13(a).

     "Put  Cancellation Notice Confirmation" shall have the meaning set forth in
Section  2.3.13(c),  the  form  of  which  is  attached  hereto  as  Exhibit  S.

     "Put  Cancellation  Date"  shall  have  the  meaning  set  forth in Section
2.3.13(a).

     "Put  Cancellation  Notice"  shall  have  the  meaning set forth in Section
2.3.13(a),  the  form  of  which  is  attached  hereto  as  Exhibit  Q.

     "Put  Closing"  shall  have  the  meaning  set  forth  in  Section  2.3.8.

     "Put  Closing  Date"  shall  have  the  meaning set forth in Section 2.3.8.

     "Put  Date" shall mean the date that is specified by the Company in any Put
Notice  for  which  the  Company  intends to exercise a Put under Section 2.3.1,
unless the Put Date is postponed pursuant to the terms hereof, in which case the
"Put  Date"  is  such  postponed  date.

     "Put Dollar Amount" shall be determined by multiplying the Put Share Amount
by the Put Share Price with respect to such Put Date, subject to the limitations
herein.

     "Put Notice" shall have the meaning set forth in Section 2.3.1(d), the form
of  which  is  attached  hereto  as  Exhibit  G.

     "Put  Notice  Confirmation"  shall  have  the  meaning set forth in Section
2.3.1(d),  the  form  of  which  is  attached  hereto  as  Exhibit  H.

     "Put  Opinion  of Counsel" shall mean an opinion from Company's independent
counsel, in the form attached as Exhibit I, or such other form as agreed upon by
the  parties,  as  to  any  Put  Closing.

     "Put  Share  Amount"  shall have the meaning as set forth Section 2.3.1(b).

     "Put  Share  Price"  shall  have the meaning set forth in Section 2.3.1(c).

     "Put  Shares"  shall  mean shares of Common Stock that are purchased by the
Investor  pursuant  to  a  Put.

     "Registrable Securities" shall mean those shares of the Common Stock of the
Company  together  with  any capital stock issued in replacement of, in exchange
for  or  otherwise  in  respect  of such Common Stock, that are: (i) issuable or
issued  to the Investor pursuant to this Investment Agreement, and (ii) issuable
or issued upon exercise of the Warrants; provided, however, that notwithstanding
the  above,  the  following  shall  not  be  considered  Registrable Securities:


<PAGE>
     (a)     any  Common Stock which would otherwise be deemed to be Registrable
Securities, if and to the extent that those shares of Common Stock may be resold
in  a  public  transaction  without  volume  limitations  or  other  material
restrictions  without  registration under the Act, including without limitation,
pursuant  to  Rule  144  under  the  Act;  and

     (b)     any  shares  of  Common  Stock  which  have  been sold in a private
transaction  in  which  the  transferor's  rights  under  this Agreement are not
assigned.

     "Registration  Opinion"  shall  have  the  meaning  set  forth  in  Section
2.3.6(a).

     "Registration Opinion Deadline" shall have the meaning set forth in Section
2.3.6(a).

     "Registration Rights Agreement" shall mean that certain registration rights
agreement entered into by the Company and Investor on even date herewith, in the
form  attached  hereto  as  Exhibit  A, or such other form as agreed upon by the
parties.

     "Registration Statement" shall mean the Registration Statement filed by the
Company  on  Form  SB-2  on  October  7, 1999 covering the offer and sale of the
Registrable  Securities  pursuant  to  this  Agreement.

     "Reporting  Issuer"  shall  have  the  meaning  set  forth  in Section 6.2.

     "Required Put Documents" shall have the meaning set forth in Section 2.3.5.

     "Risk  Factors" shall have the meaning set forth in Section 3.2.4, attached
hereto  as  Exhibit  J.

     "Schedule of Exceptions" shall have the meaning set forth in Section 5, and
is  attached  hereto  as  Exhibit  C.

     "SEC"  shall  mean  the  Securities  and  Exchange  Commission.

     "Securities" shall mean this Investment Agreement, together with the Common
Stock  of  the Company, the Warrants and the Warrant Shares issuable pursuant to
this  Investment  Agreement.

     "Share Authorization Increase Approval" shall have the meaning set forth in
Section  5.26.

     "Stockholder  20%  Approval"  shall  have  the meaning set forth in Section
6.12.

     "Supplemental  Registration  Statement" shall have the meaning set forth in
the  Registration  Rights  Agreement.


<PAGE>
     "Term"  shall  mean  the term of this Agreement, which shall be a period of
time  beginning  on  the  Effective  Date  of  this  Agreement and ending on the
Termination  Date.

     "Termination Date" shall mean the earlier of (i) the date that is three (3)
years  after  the  Effective  Date  of  this Agreement, or (ii) the date that is
thirty  (30)  Business Days after the later of (a) the Put Closing Date on which
the  sum  of the aggregate Put Share Price for all Put Shares equals the Maximum
Offering  Amount,  (b)  the  date  that  the Company has delivered a Termination
Notice  to  the  Investor,  and  (c) the date that all of the Warrants have been
exercised.

     "Termination Notice" shall have the meaning as set forth in Section 2.3.14.

     "Third  Party  Report"  shall  have the meaning set forth in Section 3.2.4.

     "Transaction  Documents"  shall  have  the  meaning set forth in Section 9.

     "Truncated  Pricing  Period"  shall  have  the meaning set forth in Section
2.3.7(b).

     "Truncated  Put  Share  Amount" shall have the meaning set forth in Section
2.3.13(b).

     "Twelve Month Anniversary" shall mean the date that is the same Numeric Day
of  the  twelfth  (12th)  calendar month after the Investment Date, and the date
that  is  the same Numeric Day of each twelfth (12th) calendar month thereafter,
provided  that  if  such  date  is  not  a  Business  Day, the next Business Day
thereafter.

     "Unlegended  Share  Certificates"  shall mean a certificate or certificates
(in  denominations  as instructed by Investor) representing the shares of Common
Stock  to which the Investor is then entitled to receive, registered in the name
of  Investor  or  its  nominee  (as instructed by Investor) and not containing a
restrictive  legend,  including  but  not  limited  to  the  Put  Shares for the
applicable  Put  and  Warrant  Shares.

     "Use  of  Proceeds Schedule" shall have the meaning as set forth in Section
3.2.4.

     "Variable  Priced  Securities"  shall have the meaning set forth in Section
6.6.1.

     "Warrant  Shares" shall mean the Common Stock issuable upon exercise of the
Warrants  and  the  Commitment  Warrants.

     "Warrants"  shall  mean  the Purchase Warrants and the Commitment Warrants.

<PAGE>
2.     Purchase  and  Sale  of  Common  Stock.

     2.1     Offer  to  Subscribe.

     Subject  to  the  terms  and  conditions herein and the satisfaction of the
conditions  to  closing set forth in Sections 2.2 and 2.3 below, Investor hereby
agrees to purchase such amounts of Common Stock and accompanying Warrants as the
Company  may,  in  its  sole and absolute discretion, from time to time elect to
issue and sell to Investor according to one or more Puts pursuant to Section 2.3
below.

     2.2     Investment  Commitment.

     2.2.1  [Intentionally  Left  Blank].

     2.2.2  [Intentionally  Left  Blank].

     2.2.3     Investment  Commitment  Closing.  The  closing of this Investment
Agreement  (the  "Investment  Commitment Closing") shall be deemed to occur when
this  Investment  Agreement  and  the  Registration  Rights  Agreement have been
executed  by  both  Investor  and  the  Company,  and  the  other  Conditions to
Investor's  Obligations  set  forth  in  Section  2.2.4  below  have  been  met.

     2.2.4     Conditions  to  Investor's  Obligations. As a prerequisite to the
Investment  Commitment  Closing and the Investor's obligations hereunder, all of
the  following  (the  "Conditions  to  Investor's  Obligations") shall have been
satisfied  prior to or concurrently with the Company's execution and delivery of
this  Agreement:

(a)     the  following  documents shall have been delivered to the Investor: (i)
the  Registration Rights Agreement, in the form attached hereto as Exhibit A, or
such  other  form  as  agreed  upon  by  the  parties, (the "Registration Rights
Agreement")  (executed  by  the  Company  and  Investor),  (ii)  the  Investment
Commitment  Opinion  of  Counsel  (signed by the Company's counsel), and (iii) a
Secretary's  Certificate  as  to  (A)  the resolutions of the Company's board of
directors  authorizing  this  transaction,  (B)  the  Company's  Certificate  of
Incorporation,  and  (C)  the  Company's  Bylaws;

(b)     this  Investment  Agreement,  accepted  by  the Company, shall have been
received  by  the  Investor;

(c)     the  Company's  Registration Statement on Form SB-2, File No. 333-88615,
shall  have  been  declared  effective  by  the  SEC;


<PAGE>
(d)     the  Company's  Common  Stock  shall  be listed for trading and actually
trading  on  the  O.T.C.  Bulletin  Board  or  the  Nasdaq  Small  Cap  Market;

(e)     other  than continuing losses described in the Risk Factors set forth in
the  Disclosure  Documents  (provided  for  in Section 3.2.4), as of the Closing
there  have been no material adverse changes in the Company's business prospects
or  financial condition since the date of the last balance sheet included in the
Disclosure  Documents,  including  but  not  limited  to  incurring  material
liabilities;  and

(f)     the  representations  and  warranties  of  the Company in this Agreement
shall  be  true  and  correct  in  all  material  respects and the conditions to
Investor's obligations set forth in this Section 2.2.4 shall have been satisfied
as  of  such  Closing;  and  the Company shall deliver an Officer's Certificate,
signed  by  an  officer  of  the  Company,  to  such  effect  to  the  Investor.

     2.3     Puts  of  Common  Shares  to  the  Investor.

     2.3.1     Procedure to Exercise a Put. Subject to the Individual Put Limit,
the  Maximum  Offering  Amount and the Cap Amount (if applicable), and the other
conditions and limitations set forth in this Agreement, at any time beginning on
the  date  on  which the Registration Statement is declared effective by the SEC
(the  "Effective  Date"),  the Company may, in its sole and absolute discretion,
elect  to  exercise  one  or  more  Puts  according  to the following procedure:

(a)     Delivery  of Advance Put Notice. At least ten (10) Business Days but not
more  than  twenty  (20)  Business  Days  prior to any intended Put Date (unless
otherwise  agreed in writing by the Investor), the Company shall deliver advance
written  notice  (the "Advance Put Notice," the form of which is attached hereto
as  Exhibit E, the date of such Advance Put Notice being the "Advance Put Notice
Date")  to Investor stating the Put Date for which the Company shall, subject to
the  limitations  and  restrictions contained herein, exercise a Put and stating
the  number  of  shares of Common Stock (subject to the Individual Put Limit and
the Maximum Put Dollar Amount) which the Company intends to sell to the Investor
(the  "Intended  Put  Share  Amount").


<PAGE>
     Notwithstanding the above, if more than two (2) Calendar Months have passed
since  the  date  of  the  previous  Put  Closing, the Company shall deliver the
Advance  Put Notice at least twenty (20) Business Days prior to any intended Put
Date,  unless  waived in writing by the Investor. In order to effect delivery of
the  Advance  Put  Notice,  the Company shall (i) send the Advance Put Notice by
facsimile  on  such date so that such notice is received by the Investor by 6:00
p.m.,  New  York  time, and (ii) surrender such notice on such date to a courier
for  overnight  delivery to the Investor (or two (2) day delivery in the case of
an  Investor  residing  outside  of the U.S.). Upon receipt by the Investor of a
facsimile  copy  of  the  Advance Put Notice, the Investor shall, within two (2)
Business  Days, send, via facsimile, a confirmation of receipt (the "Advance Put
Notice  Confirmation," the form of which is attached hereto as Exhibit F) of the
Advance  Put  Notice  to  the Company specifying that the Advance Put Notice has
been  received  and  affirming  the intended Put Date and the Intended Put Share
Amount.

(b)     Put  Share  Amount.  The  "Put  Share Amount" is the number of shares of
Common  Stock  that  the Investor shall be obligated to purchase in a given Put,
and  shall  equal  the lesser of (i) the Intended Put Share Amount, and (ii) the
Individual  Put  Limit. The "Individual Put Limit" shall equal 20% of the sum of
the  daily  reported  trading  volume  in  the  outstanding  Common Stock on the
Company's  Principal  Market during the Pricing Period, as extended or shortened
under  the  terms hereof.  Notwithstanding the above, the Company shall have the
right  to  seek  a  one-time  waiver of the "Put Share Amounts" and depending on
market conditions and business operations, such waiver shall not be unreasonably
withheld

(c)     Put  Share  Price. The purchase price for the Put Shares (the "Put Share
Price")  shall  equal  82.5%  of  the  Market  Price  for  such  Put.


<PAGE>
(d)     Delivery  of Put Notice. After delivery of an Advance Put Notice, on the
Put Date specified in the Advance Put Notice, or on the sixth (6th) Business Day
following  the  last day of the previous Pricing Period, whichever is later, the
Company  shall  deliver  written  notice (the "Put Notice," the form of which is
attached  hereto as Exhibit G) to Investor stating (i) the Put Date and (ii) the
Intended  Put Share Amount as specified in the Advance Put Notice (such exercise
a  "Put").  In order to effect delivery of the Put Notice, the Company shall (i)
send the Put Notice by facsimile on the Put Date so that such notice is received
by  the  Investor by 6:00 p.m., New York time, and (ii) surrender such notice on
the Put Date to a courier for overnight delivery to the Investor (or two (2) day
delivery  in  the case of a Investor residing outside of the U.S.). Upon receipt
by  the  Investor  of  a  facsimile  copy of the Put Notice, the Investor shall,
within  two  (2)  Business  Days, send, via facsimile, a confirmation of receipt
(the  "Put Notice Confirmation," the form of which is attached hereto as Exhibit
H) of the Put Notice to Company specifying that the Put Notice has been received
and  affirming  the  Put  Date  and  the  Intended  Put  Share  Amount.

(e)     Delivery  of Required Put Documents.  On or before the Put Date for such
Put, the Company shall deliver the Required Put Documents (as defined in Section
2.3.5  below)  to  the  Investor  (or  to  an  agent of Investor, if Investor so
directs).  Unless  otherwise specified by the Investor, the Put Shares of Common
Stock  shall  be transmitted electronically pursuant to such electronic delivery
system  as  the  Investor shall request; otherwise delivery shall be by physical
certificates. If the Company has not delivered all of the Required Put Documents
to  the  Investor  on  or  before  the  Put Date, the Put shall be automatically
cancelled,  unless  the Investor agrees to delay the Put Date by up to three (3)
Business  Days,  in  which  case  the  Pricing Period begins on the Business Day
following  such  new  Put  Date.  If  the  Company  has not delivered all of the
Required  Put  Documents  to  the Investor on or before the Put Date (or new Put
Date,  if  applicable),  and the Investor has not agreed in writing to delay the
Put  Date,  the  Put  is  automatically  canceled  (an  "Impermissible  Put
Cancellation") and, unless the Put was otherwise canceled in accordance with the
terms  of  Section  2.3.13,  the  Company  shall pay the Investor reasonable due
diligence  expenses  up  $5,000 incurred in preparation for the canceled Put and
the  Company  may deliver an Advance Put Notice for the subsequent Put no sooner
than  ten  (10)  Business  Days  after  the  date  that  such  Put was canceled.

     2.3.2     Termination  of Right to Put.  The Company's right to require the
Investor  to  purchase any subsequent Put Shares shall terminate permanently (an
"Automatic  Termination"),  unless  waived  in writing by the Investor, upon the
occurrence  of  any  of  the  following:


<PAGE>
(a)     the  Company  shall  not exercise a Put or any Put thereafter if, at any
time, either the Company or any director or executive officer of the Company has
engaged  in  a  transaction or conduct related to the Company that gives rise to
(i)  a  Securities  and  Exchange Commission enforcement action, or (ii) a civil
judgment or criminal conviction for fraud or misrepresentation, or for any other
offense  that,  if  prosecuted  criminally,  would  constitute  a  felony  under
applicable  law;

(b)     the  Company shall not exercise a Put or any Put thereafter, on any date
after  (i)  any  Ineffective  Period  or Delisting Event, both as defined in the
Registration  Rights  Agreement,  that  last for four (4) consecutive months, or
(ii)  a cumulative time period, including both Ineffective Periods and Delisting
Events,  that  lasts  for  an  aggregate  of  four  (4)  months;

(c)     the  Company  shall  not  exercise a Put or any Put thereafter if at any
time  the Company has filed for and/or is subject to any bankruptcy, insolvency,
reorganization  or liquidation proceedings or other proceedings for relief under
any bankruptcy law or any law for the relief of debtors instituted by or against
the Company or any subsidiary of the Company; provided that in the event that an
involuntary  bankruptcy petition is filed against the Company, the Company shall
have  sixty  (60)  days  to  obtain  dismissal  of such petition before such Put
prohibition  shall  initiate;  and

(d)     the  Company  shall  not exercise a Put after the sooner of (i) the date
that  is three (3) years after the Effective Date of this Agreement, or (ii) the
Put  Closing  Date on which the aggregate of the Put Dollar Amounts for all Puts
equals  the  Maximum  Offering  Amount.

     2.3.3     Put  Limitations.  The Company's right to exercise a Put shall be
limited  as  follows,  unless  waived  in  writing  by  the  Investor:

(a)     [Intentionally  Left  Blank].

(2)     notwithstanding  the  amount  of  any  Put,  the  Investor  shall not be
obligated  to  purchase  any additional Put Shares once the aggregate Put Dollar
Amount  paid  by  Investor  equals  the  Maximum  Offering  Amount;


<PAGE>
(c)     the  Investor  shall  not  be  obligated  to acquire and pay for the Put
Shares with respect to any Put for which the Company has announced a subdivision
or combination, including a reverse split, of its Common Stock or has subdivided
or  combined  its  Common  Stock  during  the  Extended  Put  Period;

(d)     the  Investor  shall  not  be  obligated  to acquire and pay for the Put
Shares  with respect to any Put for which the Company has paid a dividend of its
Common  Stock  or has made any other distribution of its Common Stock during the
Extended  Put  Period;

(e)     the  Investor  shall  not  be  obligated  to acquire and pay for the Put
Shares  with  respect  to  any  Put  for  which the Company has made, during the
Extended  Put  Period,  a  distribution  of  all or any portion of its assets or
evidences  of  indebtedness  to  the  holders  of  its  Common  Stock;  or

(f)     the  Investor  shall  not  be  obligated  to acquire and pay for the Put
Shares with respect to any Put for which a Major Transaction has occurred during
the  Extended  Put  Period;

     2.3.4     Conditions  Precedent  to  the Right of the Company to Deliver an
Advance  Put  Notice  or  a  Put  Notice  and  the Obligation of the Investor to
Purchase  Put  Shares. The right of the Company to deliver an Advance Put Notice
or  a Put Notice and the obligation of the Investor hereunder to acquire and pay
for  the Put Shares incident to a Put Closing is subject to the satisfaction, on
(i)  the  date of delivery of such Advance Put Notice or Put Notice and (ii) the
applicable  Put Closing Date, of each of the following conditions, unless waived
in  writing  by  the  Investor:

(a)     the  Company's  Common Stock shall be listed for and actively trading on
the  O.T.C.  Bulletin  Board,  the  Nasdaq Small Cap Market, the Nasdaq National
Market or the New York Stock Exchange and the Put Shares shall be so listed, and
subject  to  NASD Rule 4820, to the Company's knowledge there shall be no notice
of  any  suspension  or  delisting  with respect to the trading of the shares of
Common  Stock  on  such  market  or  exchange;


<PAGE>
(b)     the  Registration  Statement  covering  the  sale  of  the  Registrable
Securities  to  the Investor shall be effective and, if so required, the Company
shall have satisfied any and all obligations pursuant to the Registration Rights
Agreement,  including,  but  not  limited  to,  the  filing  of the Supplemental
Registration  Statement  with  the  SEC  with  respect  to  the  resale  of  all
Registrable  Securities  and  the requirement that the Supplemental Registration
Statement  shall  have  been declared effective by the SEC for the resale of all
Registrable  Securities;  and  the  Company shall have satisfied and shall be in
compliance  with  any  and  all  obligations  pursuant to this Agreement and the
Warrants;

(c)     there  shall  have  been  no  material  adverse changes in the Company's
business  prospects  or  financial  condition,  including  but  not  limited  to
incurring  material  liabilities, except as disclosed in the SEC documents filed
by  the  Company  since  the  date  of  this  Investment  Agreement;

(d)     the  representations  and  warranties  of  the Company shall be true and
correct  in  all material respects as if made on such date and the conditions to
Investor's  obligations set forth in this Section 2.3.4 are satisfied as of such
Closing,  and  the  Company shall deliver a certificate, signed by an officer of
the  Company,  to  such  effect  to  the  Investor;

(e)     the  Company  shall  have  reserved  for issuance a sufficient number of
Common  Shares for the purpose of enabling the Company to satisfy any obligation
to  issue  Common  Shares  pursuant  to  any  Put  and to effect exercise of the
Warrants;

(f)     the Registration Statement or Supplemental Registration Statement is not
subject  to  an  Ineffective  Period  as  defined  in  the  Registration  Rights
Agreement,  the  prospectus  included therein is current and deliverable, and to
the  Company's  knowledge  there  is  no  notice of any investigation or inquiry
concerning  any  stop  order  with  respect  to  the  Registration  Statement or
Supplemental  Registration  Statement;  and

(g)     if the Aggregate Issued Shares after the Closing of the Put would exceed
the  Cap Amount, the Company shall have obtained the Stockholder 20% Approval as
specified  in  Section  6.12.

     2.3.5     Documents  Required to be Delivered on the Put Date as Conditions
to  Closing  of  any  Put.  The  Closing  of  any Put and Investor's obligations
hereunder shall additionally be conditioned upon the delivery to the Investor of
each of the following (the "Required Put Documents") on or before the applicable
Put  Date,  unless  waived  or  extended  in  writing  by  the  Investor:

(a)     a  number  of  Unlegended  Share  Certificates equal to the Intended Put
Share  Amount,  in  denominations of not more than 1,000 shares per certificate;

<PAGE>

<PAGE>
(b)     the  following documents: Put Opinion of Counsel, Officer's Certificate,
Put  Notice,  any  required  Registration  Opinion, and any report or disclosure
required  under  Section  2.3.6  or  Section  2.6;

(3)     current  Risk  Factors;  and

(d)     all  documents,  instruments and other writings required to be delivered
on  or  before the Put Date pursuant to any provision of this Agreement in order
to  implement  and  effect  the  transactions  contemplated  herein.

     2.3.6     Accountant's  Letter  and  Registration  Opinion.


<PAGE>
(a)     The  Company  shall  have  caused  to  be delivered to the Investor, (i)
whenever  required  by  Section 2.3.6(b) or by Section 2.6, and (ii) on the date
that  is  three  (3)  Business  Days  prior  to each Put Date (the "Registration
Opinion  Deadline"),  an  opinion  of  the  Company's  independent  counsel,  in
substantially  the  form of Exhibit R (the "Registration Opinion"), addressed to
the  Investor stating, inter alia, that no facts ("Material Facts") have come to
such  counsel's  attention  that have caused it to believe that the Registration
Statement  is  subject  to  an  Ineffective  Period  or  to  believe  that  the
Registration  Statement, any Supplemental Registration Statement (as each may be
amended,  if  applicable),  and  any  related  prospectuses,  contains an untrue
statement  of  material  fact  or  omits  a  material  fact required to make the
statements  contained  therein,  in  light of the circumstances under which they
were made, not misleading.  If a Registration Opinion cannot be delivered by the
Company's  independent  counsel  to  the  Investor  on  the Registration Opinion
Deadline  due  to  the existence of Material Facts or an Ineffective Period, the
Company  shall  promptly  notify  the Investor and as promptly as possible amend
each  of the Registration Statement and any Supplemental Registration Statement,
as  applicable,  and  any related prospectus or cause such Ineffective Period to
terminate, as the case may be, and deliver such Registration Opinion and updated
prospectus  as  soon  as  possible thereafter. If at any time after a Put Notice
shall  have been delivered to Investor but before the related Pricing Period End
Date,  the  Company acquires knowledge of such Material Facts or any Ineffective
Period  occurs, the Company shall promptly notify the Investor and shall deliver
a  Put  Cancellation  Notice  to  the  Investor  pursuant  to  Section 2.3.13 by
facsimile  and  overnight  courier  by  the  end  of  that  Business  Day.

(b)     (i)     the Company shall engage its independent auditors to perform the
procedures  in accordance with the provisions of Statement on Auditing Standards
No. 71, as amended, as agreed to by the parties hereto, and reports thereon (the
"Bring  Down  Cold  Comfort Letters") as shall have been reasonably requested by
the  Investor  with  respect  to  certain financial information contained in the
Registration  Statement  and  shall have delivered to the Investor such a report
addressed  to the Investor, on the date that is three (3) Business Days prior to
each  Put  Date.

(2)     in  the  event  that  the  Investor  shall have requested delivery of an
"Agreed  Upon  Procedures  Report"  pursuant  to  Section 2.6, the Company shall
engage  its  independent  auditors to perform certain agreed upon procedures and
report  thereon  as  shall  have  been reasonably requested by the Investor with
respect  to  certain  financial information of the Company and the Company shall
deliver  to the Investor a copy of such report addressed to the Investor. In the
event  that  the report required by this Section 2.3.6(b) cannot be delivered by
the  Company's  independent  auditors, the Company shall, if necessary, promptly
revise the Registration Statement and the Company shall not deliver a Put Notice
until  such  report  is  delivered.

     2.3.7  Mechanics  of  Purchase  of  Put  Shares.

(a)     Investor's  Obligation  and  Right  to  Purchase  Shares. Subject to the
conditions  set  forth  in this Agreement, following the Investor's receipt of a
validly delivered Put Notice, the Investor shall be required to purchase (each a
"Purchase")  from  the  Company  a  number  of Put Shares equal to the Put Share
Amount,  in  the  manner  described  below.


<PAGE>
(b)     Pricing  Period.  For purposes hereof, the "Pricing Period," shall mean,
unless  otherwise shortened or lengthened under the terms of this Agreement, the
period  beginning  on  the  Business  Day immediately following the Put Date and
ending  on  and including the date which is twenty (20) Business Days after such
Put  Date; provided that, if a Put Cancellation Notice has been delivered to the
Investor  after  the  Put Date, the Pricing Period for such Put shall end at the
close  of trading on the last full trading day on the Principal Market that ends
prior  to  the  moment  of  initial  delivery  of the Put Cancellation Notice (a
"Truncated  Pricing  Period")  to  the  Investor.

     2.3.8     Mechanics  of  Put Closing.  Each of the Company and the Investor
shall  deliver  all documents, instruments and writings required to be delivered
by  either  of  them  pursuant  to  this  Agreement at or prior to each Closing.
Subject  to  such  delivery  and the satisfaction of the conditions set forth in
Sections  2.3.4  and  2.3.5,  the closing of the purchase by the Investor of Put
Shares  shall  occur  by  5:00  PM, New York time, on the date which is five (5)
Business  Days  following  the applicable Pricing Period End Date (or such other
time  or  later  date  as is mutually agreed to by the Company and the Investor)
(the  "Payment  Due Date") at the offices of Investor. On each Closing Date, the
Investor  shall  deliver  to  the  Company, in the manner specified in Section 8
below,  the  Put  Dollar  Amount  to  be paid for such Put Shares, determined as
aforesaid.  The  closing  (each a "Put Closing") for each Put shall occur on the
date  that  both  (i) the Company has delivered to the Investor all Required Put
Documents,  and  (ii)  the Investor has delivered to the Company such Put Dollar
Amount  and  any Late Payment Amount, if applicable (each a "Put Closing Date").

     2.3.9     [Intentionally  Left  Blank].

     1.1.10     Limitation  on  Short  Sales.  The  Investor  and its Affiliates
shall  not  engage  in  short  sales  of  the  Company's Common Stock; provided,
however,  that  the  Investor  may enter into any short sale or other hedging or
similar  arrangement  it  deems  appropriate with respect to Put Shares after it
receives  a  Put Notice with respect to such Put Shares so long as such sales or
arrangements do not involve more than the number of such Put Shares specified in
the  Put  Notice.

     2.3.11     Cap  Amount.  If  the Company becomes listed on the Nasdaq Small
Cap  Market or the Nasdaq National Market, then, unless the Company has obtained
Stockholder  20%  Approval  as  set  forth  in  Section 6.12 or unless otherwise
permitted  by  Nasdaq,  in no event shall the Aggregate Issued Shares exceed the
maximum  number  of  shares  of Common Stock (the "Cap Amount") that the Company
can,  without  stockholder  approval,  so  issue  pursuant  to  Nasdaq  Rule
4460(i)(1)(d)(ii)  (or  any other applicable Nasdaq Rules or any successor rule)
(the  "Nasdaq  20%  Rule").


<PAGE>
     2.3.12     Investor's  Right to Defer Receipt.  If at any time the Investor
would  have the right to receive shares of Common Stock from the Company, and/or
the  right to receive a Warrant or Warrants by reason of Section 2.4 hereof, and
as a result of receiving such additional shares of Common Stock or such Warrants
the  Investor  would  be  deemed  to be, after taking into account Common Shares
previously  acquired  from the Company, Warrant Shares deemed to be beneficially
owned  pursuant  to  ownership  of  the Warrants, and any other shares of Common
Stock  of  the  Company  deemed  to  be  beneficially owned by the Investor, the
beneficial  owner  (within  the meaning of Section 13(d) of the Exchange Act) of
9.9% of the Common Stock of the Company, the Investor may elect to defer receipt
of  all  or  any  portion  of  such  Common Shares from the Company and/or defer
receipt  of  all or any portion of such Warrant or Warrants, by sending a notice
to  the Company of such election.  Such election shall not affect the Investor's
obligation  to  pay  for  Put Shares, as if such election had not been made, nor
shall  it  affect  (other  than  by  way  of  deferral, as set forth herein) the
Investor's  absolute  and  unconditional  right  to receive the shares of Common
Stock  and/or  Warrants  to  which  it was otherwise entitled.  In the event the
Investor  makes  such  election,  (i) it may waive such election, in whole or in
part,  at any time effective on sixty one (61) days' prior notice to the Company
and  (ii)  may  waive it effective immediately upon notice to the Company in the
event  of  the  announcement  by  the  Company  or  any  third  party of a Major
Transaction.  The  Company shall deliver the shares and/or Warrants to which the
Investor  is  entitled on the effective date of the waiver in the case of clause
(i)

     2.3.13     Put  Cancellation.

(4)     Mechanics of Put Cancellation.  Subject to the limitations below, at any
time  from  the  Advance  Put  Notice  Date  through the last day of the Pricing
Period,  the  Company  may  cancel  a Put (a "Put Cancellation"), in whole or in
part,  by  delivering  written  notice  to  the  Investor (the "Put Cancellation
Notice"),  attached  as Exhibit Q, by facsimile and overnight courier.  The "Put
Cancellation  Date"  shall be the date that the Put Cancellation Notice is first
received  by  the  Investor,  if such notice is received by the Investor by 6:00
p.m., New York time, and shall be the following date, if such notice is received
by  the Investor after 6:00 p.m., New York time.  The Investor shall, within one
(1)  Trading  Day  of  receipt  of  a  Put  Cancellation, send, via facsimile, a
confirmation  of receipt (the "Put Cancellation Confirmation," the form of which
is  attached  hereto  as  Exhibit  S)  of the Put Cancellation Notice to Company
specifying  that  the  Put  Cancellation  Notice  has  been  received;


<PAGE>
(b)     Limitations  of  Put  Cancellation.  The  Company  may not deliver a Put
Cancellation  Notice  unless (i) the Company discovers the existence of Material
Facts  or  any  Ineffective  Period  occurs  after a Put Date but before the Put
Closing  (in  which case Put Cancellation is mandatory), or (ii) the Closing Bid
Price  on  the  Put  Cancellation  Date is less than eighty percent (80%) of the
Closing  Bid  Price  on the applicable Advance Put Notice Date.  Notwithstanding
any  Put Cancellation Notice, the Put shall remain effective with respect to the
number  of  shares  of  Common  Stock  sold by the Investor from the Advance Put
Notice  Date  through  the close of trading on the Put Cancellation Date and the
Pricing  Period  shall  end  on  the  Put  Cancellation  Date.

(c)     Effect  of  Canceling  a  Put.  Once  the  Company  delivers a valid Put
Cancellation Notice, (i) the Pricing Period shall end on the close of trading on
the  Put  Cancellation  Date ("Truncated Pricing Period") and the Pricing Period
End  Date  shall  be  deemed  to  be  the  Put Cancellation Date for purposes of
calculating  the Put Share Price and (ii) the Investor shall not be obligated to
purchase  any  shares  of Common Stock for that Put.  Notwithstanding the above,
the Company shall be obligated, upon canceling any Put, to issue to the Investor
Unlegended  Share  Certificates  representing a number of shares of Common Stock
equal to the number of shares of Common Stock sold, if any, by the Investor from
the Advance Put Notice Date through the close of trading on the Put Cancellation
Date,  but  not  exceeding  the  Intended  Put  Share  Amount.

(d)     Put Cancellation Notice Confirmation.  Upon receipt by the Investor of a
facsimile copy of the Put Cancellation Notice, the Investor shall promptly send,
via  facsimile,  a  confirmation  of  receipt  (the  "Put  Cancellation  Notice
Confirmation") of the Put Cancellation Notice to Company specifying that the Put
Cancellation  Notice  has  been received and affirming the Put Cancellation Date
and  the  number  of  shares of Common Stock that have been sold by the Investor
from  the  Advance  Put  Notice  Date  through  the  close of trading on the Put
Cancellation  Date.

     2.3.14     Investment Agreement Cancellation.  The Company may terminate (a
"Company  Termination")  its  right to initiate future Puts by providing written
notice  ("Termination  Notice")  to  the  Investor,  by  facsimile and overnight
courier, at any time, provided that such termination shall have no effect on the
parties'  other  rights  and  obligations under this Agreement, the Registration
Rights  Agreement  or  the  Warrants.


<PAGE>
     2.3.15     Return of Excess Common Shares.  In the event that the number of
Shares  purchased  by the Investor pursuant to its obligations hereunder is less
than  the  Intended  Put Share Amount, the Investor shall promptly return to the
Company  any  shares  of  Common Stock in the Investor's possession that are not
being  purchased  by  the  Investor.

     2.4     Warrants.

     2.4.1     [Intentionally  Omitted].

     2.4.2     Purchase  Warrants.  Within  five (5) Business Days of the end of
each  Pricing  Period,  the  Company  shall  issue and deliver to the Investor a
warrant  ("Purchase Warrant"), in the form attached hereto as Exhibit D, or such
other  form  as  agreed  upon  by the parties, to purchase a number of shares of
Common Stock equal to 10% of the number of Put Shares issued to Investor in that
Put.  Each  Purchase  Warrant  shall  be  exercisable  at a price (the "Purchase
Warrant Exercise Price") which shall initially equal 100% of the Market Price on
the  Pricing  Period  End  Date.  Each  Purchase  Warrant  shall  be immediately
exercisable  at  the  Purchase  Warrant  Exercise  Price,  and shall have a term
beginning  on  the  date  of issuance and ending on date that is three (3) years
thereafter.  The  Warrant  Shares shall be covered by the Registration Statement
or,  if  necessary,  registered  for  resale pursuant to the Registration Rights
Agreement.  Concurrently  with the issuance and delivery of the Purchase Warrant
to  the  Investor,  the Company shall deliver to the Investor a Purchase Warrant
Opinion  of  Counsel  (signed  by  the  Company's  independent  counsel).

     2.5     [Intentionally  Left  Blank].

     2.6     Due  Diligence  Review.  The  Company  shall  make  available  for
inspection  and review by the Investor (the "Due Diligence Review"), 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  Common  Stock on behalf of the Investor
pursuant to the Registration Statement, any Supplemental Registration Statement,
or  amendments or supplements thereto or any blue sky, NASD 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.


<PAGE>
     2.6.1     Treatment  of  Nonpublic  Information.  The  Company  shall  not
disclose  nonpublic  information  to  the  Investor  or  to  its  advisors  or
representatives  unless  prior  to  disclosure  of  such information the Company
identifies  such  information  as  being  nonpublic information and provides the
Investor and such advisors and representatives with the opportunity to accept or
refuse  to  accept  such nonpublic information for review. The Company may, as a
condition  to  disclosing  any  nonpublic  information  hereunder,  require  the
Investor  and  its  advisors and representatives to enter into a confidentiality
agreement  (including  an  agreement  with  such  advisors  and  representatives
prohibiting them from trading in Common Stock during such period of time as they
are  in  possession of nonpublic information) in form reasonably satisfactory to
the  Company  and  the  Investor.

     Nothing  herein shall require the Company to disclose nonpublic information
to  the  Investor or its advisors or representatives, and the Company represents
that it does not disseminate nonpublic information to any investors who purchase
stock  in  the  Company in a public offering, to money managers or to securities
analysts,  provided,  however,  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
nonpublic  information  (whether or not requested of the Company specifically or
generally  during  the course of due diligence by and 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 2.6 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
nonpublic  information  in  the course of conducting due diligence in accordance
with  the terms of this Agreement; provided, however, that in no event shall the
Investor's  advisors  or  representatives disclose to the Investor the nature of
the  specific  event  or  circumstances  constituting  any nonpublic information
discovered  by  such  advisors  or  representatives  in  the course of their due
diligence  without  the  written  consent of the Investor prior to disclosure of
such  information.

     2.6.2     Disclosure  of  Misstatements  and  Omissions.  The  Investor's
advisors  or  representatives  shall  make complete disclosure to the Investor's
counsel  of  all  events  or  circumstances  constituting  nonpublic information
discovered  by  such  advisors  or  representatives  in  the course of their due
diligence  upon which such advisors or representatives form the opinion 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 the light of the circumstances in
which  they  were  made,  not  misleading.  Upon receipt of such disclosure, the
Investor's counsel shall consult with the Company's independent counsel in order
to  address the concern raised as to the existence of a material misstatement or
omission  and  to discuss appropriate disclosure with respect thereto; provided,
however, that such consultation shall not constitute the advice of the Company's
independent  counsel  to  the  Investor  as  to the accuracy of the Registration
Statement  and  related  Prospectus.

<PAGE>

     1.1.11     Procedure if Material Facts are Reasonably Believed to be Untrue
or  are  Omitted.  In  the  event  after  such  consultation the Investor or the
Investor's  counsel reasonably believes that the Registration Statement contains
an  untrue  statement or 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,

(a)     the  Company  shall  file  with the SEC an amendment to the Registration
Statement  responsive  to  such alleged untrue statement or omission and provide
the  Investor,  as  promptly  as  practicable,  with  copies of the Registration
Statement  and  related  Prospectus,  as  so  amended,  or

(b)     if  the Company disputes the existence of any such material misstatement
or  omission, (i) the Company's independent counsel shall provide the Investor's
counsel with a Registration Opinion and (ii) in the event the dispute relates to
the  adequacy of financial disclosure and the Investor shall reasonably request,
the  Company's  independent  auditors  shall  provide  to  the  Company a letter
("Agreed Upon Procedures Report") outlining the performance of such "agreed upon
procedures"  as  shall  be  reasonably requested by the Investor and the Company
shall  provide  the  Investor  with  a  copy  of  such  letter.

     2.7.     Commitment  Payments.  On  the  date  of the Investment Commitment
Closing,  the Company shall pay to the Investor an amount equal to $250,000 (the
"Initial  Commitment  Fee"),  representing  2_%  of the Maximum Offering Amount.
Such  amount  shall be payable in either cash or by delivering to the Investor a
number  of  unrestricted  shares  of  the  Company's  common  stock  which, when
multiplied  by  the  average Closing Bid Price of the Company's common stock for
the  five  (5)  trading  days  immediately  prior  to the date of the Investment
Commitment  Closing,  will  equal  the  Initial  Commitment  Fee.


<PAGE>
     On  each  anniversary of the Investment Commitment Closing, if the Investor
has  not  purchased a number of Put Shares for an aggregate Put Dollar Amount of
at least $1,000,000 (the "Annual Commitment Amount") during the preceding twelve
(12)  Calendar  Months  (each such period a "Commitment Evaluation Period"), the
Company,  in consideration of the Investor's commitment costs, including but not
limited  to,  due  diligence  expenses,  shall deliver to the Investor a warrant
(each  a  "Commitment  Warrant") to purchase a number of shares of the Company's
Common  Stock equal to 10% of the number of shares of the Company's Common Stock
determined by dividing (i) the Commitment Shortfall, which shall be equal to the
Annual  Commitment  Amount  less  the actual aggregate Put Dollar Amount for the
relevant  Commitment Evaluation Period, by (ii) the average Closing Bid Price of
the  Company's Common Stock for the five (5) Trading Days ending on the last day
of  the  relevant Commitment Evaluation Period.  The Commitment Warrant shall be
immediately exercisable, shall have an exercise price equal to 100% of the price
determined  in  clause (ii) above and shall be exercisable for a period of three
(3)  years.  The  Warrant  Shares shall be registered for resale pursuant to the
Registration  Rights  Agreement.

3.     Representations,  Warranties  and  Covenants of Investor. Investor hereby
represents  and  warrants  to  and  agrees  with  the  Company  as  follows:

     1.3     Accredited  Investor.  Investor  is  an  accredited  investor
("Accredited Investor"), as defined in Rule 501 of Regulation D, and has checked
the  applicable  box  set  forth  in  Section  12  of  this  Agreement.

     3.2     Investment  Experience;  Access  to  Information;  Independent
Investigation.

     3.2.1     Access  to  Information.  Investor  or  Investor's  professional
advisor has been granted the opportunity to ask questions of and receive answers
from  representatives  of  the  Company,  its officers, directors, employees and
agents concerning the terms and conditions of this Offering, the Company and its
business  and prospects, and to obtain any additional information which Investor
or  Investor's  professional  advisor deems necessary to verify the accuracy and
completeness  of  the  information  received.

     1.3.10     Reliance  on Own Advisors. Investor has relied completely on the
advice of, or has consulted with, Investor's own personal tax, investment, legal
or  other  advisors  and has not relied on the Company or any of its affiliates,
officers, directors, attorneys, accountants or any affiliates of any thereof and
each other person, if any, who controls any of the foregoing, within the meaning
of  Section  15  of  the Act for any tax or legal advice (other than reliance on
information in the Disclosure Documents as defined in Section 3.2.4 below and on
the  Opinion  of  Counsel).  The  foregoing,  however,  does not limit or modify
Investor's  right  to rely upon covenants, representations and warranties of the
Company  in  this  Agreement.

     3.2.3     Capability  to  Evaluate.  Investor  has  such  knowledge  and
experience  in  financial  and business matters so as to enable such Investor to
utilize  the information made available to it in connection with the Offering in
order  to evaluate the merits and risks of the prospective investment, which are
substantial,  including  without  limitation  those  set forth in the Disclosure
Documents  (as  defined  in  Section  3.2.4  below).


<PAGE>
     3.2.4     Disclosure  Documents.  Investor, in making Investor's investment
decision  to  subscribe  for the Investment Agreement hereunder, represents that
(a)  Investor  has  received  and had an opportunity to review (i) the Company's
preliminary  Registration  Statement  on Form SB-2, together with all amendments
thereto  and  comments from the SEC thereon (ii) the Company's audited financial
statements  for  the years ended December 31, 1998 and 1997, (iii) the Company's
unaudited  financial  statements  for the six (6) months ended June 30, 1999 and
1998,  (iv)  the  Risk Factors, attached as Exhibit J, (the "Risk Factors"), (v)
the  Capitalization  Schedule,  attached  as  Exhibit  K,  (the  "Capitalization
Schedule"),  and  (vi) the Use of Proceeds Schedule, attached as Exhibit L, (the
"Use  of Proceeds Schedule"); (b) Investor has read, reviewed, and relied solely
on  the  documents  described  in  (a)  above, the Company's representations and
warranties  and  other  information  in  this Agreement, including the exhibits,
documents  prepared  by  the  Company  which  have been specifically provided to
Investor  in  connection  with  this  Offering  (the documents described in this
Section  3.2.4  (a)  and  (b)  are  collectively  referred to as the "Disclosure
Documents"),  and  an  independent investigation made by Investor and Investor's
representatives,  if any; (c) Investor has, prior to the date of this Agreement,
been  given  an  opportunity  to  review material contracts and documents of the
Company  which  have  been  filed  as  exhibits  to  the  Company's Registration
Statement  and  has  had  an opportunity to ask questions of and receive answers
from  the  Company's  officers and directors; and (d) is not relying on any oral
representation  of  the  Company  or  any  other  person,  nor  any  written
representation  or  assurance from the Company other than those contained in the
Disclosure  Documents or incorporated herein or therein. The foregoing, however,
does  not  limit  or  modify  Investor's  right  to  rely  upon  covenants,
representations  and  warranties  of  the  Company  in  Sections 5 and 6 of this
Agreement.  Investor  acknowledges  and  agrees  that  the  Company  has  no
responsibility  for,  does not ratify, and is under no responsibility whatsoever
to  comment  upon  or correct any reports, analyses or other comments made about
the  Company  by  any  third  parties,  including, but not limited to, analysts'
research reports or comments (collectively, "Third Party Reports"), and Investor
has  not  relied  upon any Third Party Reports in making the decision to invest.

     3.2.5  Investment  Experience;  Fend  for  Self.  Investor  has substantial
experience  in investing in securities and it has made investments in securities
other  than those of the Company. Investor acknowledges that Investor is able to
fend for Investor's self in the transaction contemplated by this Agreement, that
Investor  has  the  ability  to  bear the economic risk of Investor's investment
pursuant  to  this  Agreement  and  that Investor is an "Accredited Investor" by
virtue  of the fact that Investor meets the investor qualification standards set
forth  in  Section 3.1 above. Investor has not been organized for the purpose of
investing  in  securities of the Company, although such investment is consistent
with  Investor's  purposes.

3.3     Registered  Securities;  Investment  Intent;  Resale  Restrictions.


<PAGE>
     3.3.1     Registered Securities.  The Investor understands that the Company
has  filed  a  Registration Statement on Form SB-2 covering the shares of Common
Stock,  and  Warrants  and  Warrant  Shares to be issued to Investor at each Put
Closing,  and  as  such,  such  securities  shall  be  registered  under the Act
(collectively,  the  "Registered  Securities").

     3.3.2     Investment  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,  except as required by Section 3.3.3 below, 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.

     3.4  Due  Authorization.

     3.4.1     Authority.  The  person  executing  this Investment Agreement, if
executing  this  Agreement  in  a representative or fiduciary capacity, has full
power  and  authority  to  execute  and  deliver  this  Agreement and each other
document  included herein for which a signature is required in such capacity and
on behalf of the subscribing individual, partnership, trust, estate, corporation
or other entity for whom or which Investor is executing this Agreement. Investor
has  reached the age of majority (if an individual) according to the laws of the
state  in  which  he  or  she  resides.

     3.4.2     Due Authorization. If Investor is a corporation, Investor is duly
and  validly  organized, validly existing and in good tax and corporate standing
as  a  corporation  under the laws of the jurisdiction of its incorporation with
full  power and authority to purchase the Securities to be purchased by Investor
and  to  execute  and  deliver  this  Agreement.

     3.4.3     Partnerships.  If Investor is a partnership, the representations,
warranties,  agreements and understandings set forth above are true with respect
to  all  partners  of Investor (and if any such partner is itself a partnership,
all  persons  holding  an  interest in such partnership, directly or indirectly,
including  through  one  or  more  partnerships),  and the person executing this
Agreement  has  made  due  inquiry  to  determine  the  truthfulness  of  the
representations  and  warranties  made  hereby.

     3.4.4  Representatives.  If  Investor  is purchasing in a representative or
fiduciary  capacity,  the representations and warranties shall be deemed to have
been made on behalf of the person or persons for whom Investor is so purchasing.

4.     Acknowledgments.  Investor  is  aware  that:


<PAGE>
     4.1     Risks of Investment.  Investor recognizes that an investment in the
Company  involves  substantial risks, including the potential loss of Investor's
entire  investment  herein.  Investor  recognizes that the Disclosure Documents,
this  Agreement  and  the  exhibits  hereto  do  not  purport to contain all the
information, which would be contained in a registration statement under the Act;

     4.2     No Government Approval.  No federal or state agency has passed upon
the  Securities,  recommended  or  endorsed the Offering, or made any finding or
determination  as  to  the  fairness  of  this  transaction;

     4.3     [Intentionally  Left  Blank.]

     4.4     Restrictions  on  Transfer.  Unless  the  Investor  has  otherwise
satisfied  the  requirements of Section 3.3.3 above, Investor may not attempt to
sell, transfer, assign, pledge or otherwise dispose of all or any portion of the
Securities  or  any  component  thereof.

     4.5     [Intentionally  Left  Blank.]

     4.6     [Intentionally  Left  Blank.]

     4.7     Legends.  Neither  the certificates representing the Put Shares nor
the  certificates  representing  the  Warrant  Shares  shall  bear a restrictive
legend.

5.     Representations  and Warranties of the Company.  The Company hereby makes
the following representations and warranties to Investor (which shall be true at
the  signing  of  this  Agreement, and as of any such later date as contemplated
hereunder) and agrees with Investor that, except as set forth in the Schedule of
Exceptions  attached  hereto  as  Exhibit  C:

     5.1     Organization,  Good  Standing, and Qualification.  The Company is a
corporation duly organized, validly existing and in good standing under the laws
of  the  State  of  Delaware,  USA  and  has  all  requisite corporate power and
authority  to  carry  on  its  business  as  now conducted and as proposed to be
conducted.  The  Company  is  duly qualified to transact business and is in good
standing  in  each  jurisdiction in which the failure to so qualify would have a
material  adverse  effect  on  the business or properties of the Company and its
subsidiaries  taken  as a whole.  The Company is not the subject of any pending,
threatened or, to its knowledge, contemplated investigation or administrative or
legal  proceeding  (a  "Proceeding") by the Internal Revenue Service, the taxing
authorities  of  any state or local jurisdiction, or the Securities and Exchange
Commission,  The  National  Association  of  Securities Dealer, Inc.  The Nasdaq
Stock Market, Inc. or any state securities commission, or any other governmental
entity,  which  have not been disclosed in the Disclosure Documents. None of the
disclosed  Proceedings,  if  any,  will  have a material adverse effect upon the
Company  or  the  market  for  the  Common  Stock.  Except  as  set forth in the
Disclosure  documents,  the  Company  has  no  subsidiaries.


<PAGE>
     5.2     Corporate  Condition.  The  Company's condition is, in all material
respects,  as described in the Disclosure Documents (as further set forth in any
subsequently  filed  Disclosure Documents, if applicable), except for changes in
the ordinary course of business and normal year-end adjustments that are not, in
the aggregate, materially adverse to the Company.  Except for continuing losses,
there have been no material adverse changes to the Company's business, financial
condition,  or  prospects  since  the  dates  of such Disclosure Documents.  The
financial  statements  as  contained  in  the  Form  SB-2  have been prepared in
accordance  with  generally accepted accounting principles, consistently applied
(except  as otherwise permitted by Regulation S-X of the Exchange Act), subject,
in  the  case  of  the  unaudited  financial  statements,  to customary year-end
adjustments  and  the  absence  of  certain  footnotes,  and  fairly present the
financial  condition  of  the  Company  as  of  the  dates of the balance sheets
included  therein  and  the  results  of  its  operations and cash flows for the
periods  then  ended.  Without  limiting  the  foregoing,  there are no material
liabilities,  contingent  or  actual,  that  are not disclosed in the Disclosure
Documents (other than liabilities incurred by the Company in the ordinary course
of  its business, consistent with its past practice, after the period covered by
the  Disclosure  Documents).  The  Company  has paid all material taxes that are
due,  except for taxes that it reasonably disputes.  There is no material claim,
litigation,  or  administrative  proceeding  pending  or,  to  the  best  of the
Company's  knowledge, threatened against the Company, except as disclosed in the
Disclosure Documents. This Agreement and the Disclosure Documents do not contain
any  untrue  statement  of a material fact and do not omit to state any material
fact  required  to  be stated therein or herein necessary to make the statements
contained  therein  or  herein  not misleading in the light of the circumstances
under  which  they  were  made.  No event or circumstance exists relating to the
Company  which,  under  applicable law, requires public disclosure but which has
not  been  so  publicly  announced  or  disclosed.

     5.3     Authorization.  All  corporate action on the part of the Company by
its  officers,  directors  and  stockholders  necessary  for  the authorization,
execution  and delivery of this Agreement, the performance of all obligations of
the Company hereunder and the authorization, issuance and delivery of the Common
Stock  being  sold  hereunder  and  the  issuance  (and/or  the  reservation for
issuance)  of  the  Warrants  and  the  Warrant Shares have been taken, and this
Agreement  and  the  Registration  Rights Agreement constitute valid and legally
binding  obligations of the Company, enforceable in accordance with their terms,
except  insofar  as  the enforceability may be limited by applicable bankruptcy,
insolvency,  reorganization,  or  other similar laws affecting creditors' rights
generally  or  by  principles  governing the availability of equitable remedies.
The  Company has obtained all consents and approvals required for it to execute,
deliver  and  perform  each  agreement  referenced  in  the  previous  sentence.


<PAGE>
     5.4     Valid Issuance of Common Stock.  The Common Stock and the Warrants,
when  issued,  sold  and  delivered in accordance with the terms hereof, for the
consideration  expressed  herein,  will  be  validly  issued,  fully  paid  and
nonassessable  and,  based  in part upon the representations of Investor in this
Agreement,  will  be  issued  in compliance with all applicable U.S. federal and
state  securities  laws.  The Warrant Shares, when issued in accordance with the
terms  of  the Warrants, shall be duly and validly issued and outstanding, fully
paid  and nonassessable, and based in part on the representations and warranties
of  Investor,  will be issued in compliance with all applicable U.S. federal and
state securities laws.  The Put Shares, the Warrants and the Warrant Shares will
be  issued  free  of  any  preemptive  rights.

     5.5     Compliance with Other Instruments.  The Company is not in violation
or default of any provisions of its Certificate of Incorporation or Bylaws, each
as  amended  and  in  effect  on  and as of the date of the Agreement, or of any
material  provision  of any material instrument or material contract to which it
is  a  party or by which it is bound or of any provision of any federal or state
judgment,  writ,  decree,  order,  statute,  rule  or  governmental  regulation
applicable  to  the  Company,  which would have a material adverse effect on the
Company's  business or prospects, or on the performance of its obligations under
this  Agreement  or  the Registration Rights Agreement.  The execution, delivery
and  performance  of  this  Agreement  and  the other agreements entered into in
conjunction  with  the  Offering  and  the  consummation  of  the  transactions
contemplated  hereby and thereby will not (a) result in any such violation or be
in  conflict  with or constitute, with or without the passage of time and giving
of  notice, either a default under any such provision, instrument or contract or
an  event  which results in the creation of any lien, charge or encumbrance upon
any  assets  of  the  Company, which would have a material adverse effect on the
Company's  business or prospects, or on the performance of its obligations under
this  Agreement  or the Registration Rights Agreement, (b) violate the Company's
Certificate  of  Incorporation  or  By-Laws, or (c) violate any statute, rule or
governmental  regulation  applicable to the Company which violation would have a
material  adverse  effect  on  the  Company's  business  or  prospects.

     5.6     [Intentionally  Left  Blank.].

     5.7     Capitalization.  The  capitalization  of the Company as of June 30,
1999  is,  and  the capitalization as of the Closing, subject to exercise of any
outstanding  warrants  and/or  exercise  of any outstanding stock options, after
taking  into  account  the  offering  of  the  Securities  contemplated  by this
Agreement  and  all other share issuances occurring prior to this Offering, will
be,  as  set  forth  in  the  Capitalization Schedule as set forth in Exhibit K.
There  are  no  securities  or  instruments  containing anti-dilution or similar
provisions  that  will be triggered by the issuance of the Securities. Except as
disclosed  in the Capitalization Schedule, as of the date of this Agreement, (i)
there  are  no  outstanding  options,  warrants, scrip, rights to subscribe for,
calls  or  commitments of any character whatsoever relating to, or securities or
rights  convertible  into  or  exercisable  or  exchangeable  for, any shares of
capital  stock  of  the  Company, or arrangements by which the Company is or may
become  bound  to  issue  additional shares of capital stock of the Company, and
(ii)  there  are  no  agreements  or  arrangements  under  which  the Company is
obligated  to  register  the sale of any of its securities under the Act (except
the  Registration  Rights  Agreement).


<PAGE>
     5.8     Intellectual  Property.  The  Company  has  valid, unrestricted and
exclusive  ownership  of  or  rights  to  use the patents, trademarks, trademark
registrations,  trade  names,  copyrights,  know-how,  technology  and  other
intellectual property necessary to the conduct of its business.  Exhibit M lists
all  patents, trademarks, trademark registrations, trade names and copyrights of
the Company.  The Company has granted such licenses or has assigned or otherwise
transferred  a  portion  of  (or  all of) such valid, unrestricted and exclusive
patents, trademarks, trademark registrations, trade names, copyrights, know-how,
technology  and  other  intellectual  property  necessary  to the conduct of its
business  as  set  forth  in  Exhibit  M. The Company has been granted licenses,
know-how, technology and/or other intellectual property necessary to the conduct
of  its  business  as  set  forth  in  Exhibit  M.  To the best of the Company's
knowledge  after  due inquiry, the Company is not infringing on the intellectual
property  rights  of  any  third party, nor is any third party infringing on the
Company's  intellectual  property  rights.  There  are  no  restrictions  in any
agreements, licenses, franchises, or other instruments that preclude the Company
from  engaging  in  its  business  as  presently  conducted.

     5.9     Use  of Proceeds. As of the date hereof, the Company expects to use
the proceeds from this Offering (less fees and expenses) for the purposes and in
the  approximate  amounts set forth on the Use of Proceeds Schedule set forth as
Exhibit  L  hereto.  These purposes and amounts are estimates and are subject to
change  without  notice  to  any  Investor.

     1.4     No  Rights  of  Participation.  No person or entity, including, but
not  limited  to,  current  or former stockholders of the Company, underwriters,
brokers,  agents  or  other  third  parties,  has  any  right  of first refusal,
preemptive right, right of participation, or any similar right to participate in
the  financing  contemplated  by  this  Agreement  which  has  not  been waived.

     5.11     Company  Acknowledgment.  The  Company  hereby  acknowledges that,
subject  to Section 3.3.3, Investor may elect to hold the Securities for various
periods  of time, as permitted by the terms of this Agreement, the Warrants, and
other  agreements contemplated hereby, and the Company further acknowledges that
Investor  has  made no representations or warranties, either written or oral, as
to  how  long  the  Securities  will be held by Investor or regarding Investor's
trading  history  or  investment  strategies.

     5.12     [Intentionally  Left  Blank].

     5.13     Underwriter's  Fees and Rights of First Refusal. The Company shall
be obligated to pay 10% of the proceeds received pursuant to the Offering to any
underwriter,  broker,  agent  or other representative other than the Investor in
connection  with  this  Offering.

     5.14     [Intentionally  Left  Blank.]

     5.15     [Intentionally  Left  Blank.]

     5.16     [Intentionally  Left  Blank].


<PAGE>
     5.17     Foreign  Corrupt Practices. Neither the Company, nor any director,
officer, agent, employee or other person acting on behalf of the Company has, in
the  course of its actions for, or on behalf of, the Company, used any corporate
funds  for  any  unlawful  contribution,  gift,  entertainment or other unlawful
expenses  relating  to  political activity; made any direct or indirect unlawful
payment  to  any  foreign  or  domestic  government  official  or  employee from
corporate  funds;  violated  or  is  in  violation  of any provision of the U.S.
Foreign  Corrupt  Practices  Act of 1977, as amended; or made any bribe, rebate,
payoff,  influence payment, kickback or other unlawful payment to any foreign or
domestic  government  official  or  employee.

     1.5     Key  Employees.  Each  "Key  Employee" (as defined in Exhibit N) is
currently  serving  the  Company  in the capacity disclosed in Exhibit N. No Key
Employee,  to  the best knowledge of the Company and its subsidiaries, is, or is
now  expected  to  be,  in  violation  of  any  material  term of any employment
contract,  confidentiality,  disclosure  or  proprietary  information agreement,
non-competition agreement, or any other contract or agreement or any restrictive
covenant, and the continued employment of each Key Employee does not subject the
Company  or  any of its subsidiaries to any liability with respect to any of the
foregoing  matters.  No  Key Employee has, to the best knowledge of the Company,
any  intention  to  terminate  his employment with, or services to, the Company.

     5.19     Representations Correct. The foregoing representations, warranties
and  agreements  are  true,  correct  and complete in all material respects, and
shall  survive  any  Put  Closing and the issuance of the shares of Common Stock
thereby.

     5.20     Tax  Status.  The  Company has made or filed all federal and state
income  and  all  other  tax  returns,  reports and declarations required by any
jurisdiction  to  which  it  is  subject (unless and only to the extent that the
Company  has  set  aside  on  its  books  provisions reasonably adequate for the
payment  of  all  unpaid  and unreported taxes) and has paid all taxes and other
governmental  assessments  and  charges  that  are  material in amount, shown or
determined  to  be  due  on such returns, reports and declarations, except those
being contested in good faith and as set aside on its books provision reasonably
adequate  for  the payment of all taxes for periods subsequent to the periods to
which  such returns, reports or declarations apply. There are no unpaid taxes in
any  material  amount  claimed  to  be  due  by  the  taxing  authority  of  any
jurisdiction,  and  the  officers  of  the Company know of no basis for any such
claim.

<PAGE>
     5.21     Transactions  With  Affiliates.  Except  as  set  forth  in  the
Disclosure  Documents,  none  of  the  officers,  directors, or employees of the
Company is presently a party to any transaction with the Company (other than for
services  as  employees,  officers  and  directors),  including  any  contract,
agreement  or  other  arrangement providing for the furnishing of services to or
by,  providing  for rental of real or personal property to or from, or otherwise
requiring  payments to or from any officer, director or such employee or, to the
knowledge of the Company, any corporation, partnership, trust or other entity in
which  any officer, director, or any such employee has a substantial interest or
is  an  officer,  director,  trustee  or  partner.

     5.22     Application  of Takeover Protections. The Company and its board of
directors  have  taken  all  necessary  action,  if  any,  in  order  to  render
inapplicable  any  control  share  acquisition,  business  combination  or other
similar  anti-takeover  provision  under  Delaware  law which is or could become
applicable  to the Investor as a result of the transactions contemplated by this
Agreement,  including, without limitation, the issuance of the Common Stock, any
exercise  of the Warrants and ownership of the Common Shares and Warrant Shares.
The  Company has not adopted and will not adopt any "poison pill" provision that
will  be applicable to Investor as a result of transactions contemplated by this
Agreement.

     5.23     Other  Agreements.  The  Company  has not, directly or indirectly,
made  any  agreements with the Investor under a subscription in the form of this
Agreement  for the purchase of Common Stock, relating to the terms or conditions
of the transactions contemplated hereby or thereby except as expressly set forth
herein,  respectively,  or  in  exhibits  hereto  or  thereto.

     5.24     Major  Transactions.  There  are  no  other  Major  Transactions
currently  pending  or  contemplated  by  the  Company.

     5.25     Financings.  Except  as  set  forth  in Exhibit     , there are no
other  financings  currently  pending  or  contemplated  by  the  Company.


<PAGE>
     5.26     Shareholder  Authorization.  The Company shall, at its next annual
shareholder  meeting following its listing on either the Nasdaq Small Cap Market
or  the  Nasdaq  National  Market, or at a special meeting to be held as soon as
practicable  thereafter,  use  its  best  efforts  to  obtain  approval  of  its
shareholders  to  (i)  authorize  the  issuance  of the full number of shares of
Common  Stock  which  would  be  issuable under this Agreement and eliminate any
prohibitions  under  applicable  law  or  the  rules or regulations of any stock
exchange,  interdealer  quotation  system  or other self-regulatory organization
with  jurisdiction over the Company or any of its securities with respect to the
Company's  ability  to  issue shares of Common Stock in excess of the Cap Amount
(such approvals being the "20% Approval") and (ii) the increase in the number of
authorized  shares  of  Common  Stock  of  the Company (the "Share Authorization
Increase  Approval")  such that at least [27,027,027] shares can be reserved for
this  Offering.  In connection with such shareholder vote, the Company shall use
its  best efforts to cause all officers and directors of the Company to promptly
enter  into  irrevocable  agreements  to  vote  all  of their shares in favor of
eliminating such prohibitions. As soon as practicable after the 20% Approval and
the  Share  Authorization  Increase Approval, the Company agrees to use its best
efforts  to  reserve [27,027,027] shares of Common Stock for issuance under this
Agreement.

6.     Covenants  of  the  Company.

     6.1     Independent  Auditors.  The  Company  shall,  until  at  least  the
Termination  Date,  maintain  as  its  independent  auditors  an accounting firm
authorized  to  practice  before  the  SEC.

     6.2     Corporate  Existence  and Taxes.  The Company shall, until at least
the  Termination  Date,  maintain  its corporate existence in good standing and,
concurrent with the Effective Date of its Registration Statement file a Form 8-A
under  the  Securities  Exchange  Act  of 1934 (the "Exchange Act") and remain a
"Reporting  Issuer" (defined as a Company which files periodic reports under the
Exchange  Act) (provided, however, that the foregoing covenant shall not prevent
the Company from entering into any merger or corporate reorganization as long as
the  surviving  entity  in  such  transaction,  if  not the Company, assumes the
Company's  obligations  with  respect  to  the Common Stock and has Common Stock
listed  for  trading on a stock exchange or on Nasdaq and is a Reporting Issuer)
and  shall  pay  all  its  taxes  when  due  except  for taxes which the Company
disputes.

     6.3     Registration  Rights.  The  Company  will enter into a registration
rights  agreement  covering  the  resale  of  the  Common Shares and the Warrant
Shares,  if  necessary,  substantially  in  the  form of the Registration Rights
Agreement  attached  as  Exhibit  A.

     6.4     [Intentionally  Omitted].

     6.5     Asset  Transfers.  The Company shall not (i) transfer, sell, convey
or  otherwise dispose of any of its material assets to any subsidiary except for
a  cash  or  cash  equivalent consideration and for a proper business purpose or
(ii)  transfer,  sell, convey or otherwise dispose of any of its material assets
to  any  Affiliate,  as  defined  below,  during the Term of this Agreement. For
purposes  hereof, "Affiliate" shall mean any officer of the Company, director of
the  Company  or  owner  of  twenty percent (20%) or more of the Common Stock or
other  securities  of  the  Company.

     6.6     Capital  Raising  Limitations;  Rights  of  First  Refusal.


<PAGE>
     6.6.1     Capital  Raising  Limitations.  During  the  period from the date
of  this Agreement until the earlier of (i) the Termination Date, or (ii) (a) in
the  case of a Company Termination, the date of such Company Termination, or (b)
in  the case of an Automatic Termination that is not waived by the Investor, the
date  of  such  Automatic  Termination,  the Company shall not issue or sell, or
agree  to  issue  or sell, for cash in private capital raising transactions (the
following  to  be  collectively  referred  to  herein  as,  the "Variable Priced
Securities"),  any  debt  or  equity  securities  which  are  convertible  into,
exercisable or exchangeable for, or carry the right to receive additional shares
of Common Stock either (i) at any conversion, exercise or exchange rate or other
price  that is based upon and/or varies with the trading prices of or quotations
for  Common  Stock at any time after the initial issuance of such debt or equity
security,  or  (ii)  with a fixed conversion, exercise or exchange price that is
subject  to  being  reset  at  some  future  date  at any time after the initial
issuance  of  such  debt  or equity security or upon the occurrence of specified
contingent  events directly or indirectly related to the business of the Company
or  the  market  for  the  Common Stock. During the period from the date of this
Agreement  until  the  Termination Date, the Company shall not issue or sell, or
agree  to  issue  or  sell, for cash in private capital raising transactions any
securities of the Company pursuant to an equity line structure or format similar
in  nature  to this Offering without obtaining the prior written approval of the
Investor  of  the  Offering  (the  limitations  referred to in this sentence are
collectively  referred  to  as  the  "Capital  Raising  Limitations").

     6.6.2     Investor's  Right  of  First  Refusal.  For  any  private capital
raising  transactions  of  Variable  Priced Securities or equity line structured
investments  which  close  after the Capital Raising Deadline and on or prior to
the  date  that  is six (6) months after the Termination Date of this Agreement,
not including any warrants issued in conjunction with this Investment Agreement,
the  Company  agrees to deliver to Investor, at least ten (10) days prior to the
closing of such transaction, written notice describing the proposed transaction,
including  the  terms and conditions thereof, and providing the Investor and its
affiliates  an  option during the ten (10) day period following delivery of such
notice  to purchase the securities being offered in such transaction on the same
terms  as  contemplated  by  such  transaction.

     6.6.3     Exceptions  to the Capital Raising Limitation and Rights of First
Refusal.  Notwithstanding  the  above,  the  Capital Raising Limitations and the
Rights  of  First Refusal shall not apply to any transaction involving issuances
of securities in connection with a merger, consolidation, acquisition or sale of
assets,  or  in  connection with any strategic partnership or joint venture (the
primary  purpose of which is not to raise equity capital), or in connection with
the  disposition or acquisition of a business, product or license by the Company
or  exercise  of  options  by  employees,  consultants  or
directors.  The  Capital  Raising  Limitations  also  shall not apply to (a) the
issuance  of  securities  upon  exercise or conversion of the Company's options,
warrants  or other convertible securities outstanding as of the date hereof, (b)
the  grant  of  additional  options  or  warrants, or the issuance of additional
securities,  under  any  Company  stock  option or restricted stock plan for the
benefit  of  the  Company's  employees,  directors  or  consultants,  or (c) the
issuance of debt securities, with no equity feature, incurred solely for working
capital  purposes.

     6.7     Financial  10-KSB Statements, Etc. and Current Reports on Form 8-K.
The  Company  shall deliver to the Investor copies of its annual reports on Form
10-KSB,  and  quarterly reports on Form 10-QSB and shall deliver to the Investor
current  reports  on Form 8-K within two (2) days of filing for the Term of this
Agreement.

<PAGE>

     6.8     Opinion of Counsel. Investor shall, concurrent with the purchase of
the  Common  Stock and accompanying Warrants pursuant to this Agreement, receive
an  opinion  letter  from  the  Company's legal counsel, in the form attached as
Exhibit  B  or  in such form as agreed upon by the parties, as to the Investment
Commitment  Closing  and  in  the  form attached as Exhibit I or in such form as
agreed  upon  by  the  parties,  as  to  any  Put  Closing.

     [6.9     Removal of Legend. If the certificates representing any Securities
are  issued  with  a  restrictive  Legend  in  accordance with the terms of this
Agreement, the Legend shall be removed and the Company shall issue a certificate
without  such Legend to the holder of any Security upon which it is stamped, and
a  certificate  for a security shall be originally issued without the Legend, if
(a)  the  sale  of such Security is registered under the Act, or (b) such holder
provides  the  Company  with an opinion of counsel, in form, substance and scope
customary  for  opinions  of  counsel in comparable transactions (the reasonable
cost  of which shall be borne by the Investor), to the effect that a public sale
or  transfer of such Security may be made without registration under the Act, or
(c)  such  holder  provides  the  Company  with  reasonable assurances that such
Security  can  be  sold  pursuant to Rule 144.  Each Investor agrees to sell all
Securities,  including  those  represented  by  a  certificate(s) from which the
Legend  has  been  removed,  or which were originally issued without the Legend,
pursuant  to  an effective registration statement and to deliver a prospectus in
connection  with  such  sale  or  in  compliance  with  an  exemption  from  the
registration  requirements  of  the  Act.]

     6.10     Listing.  Subject  to  the  remainder  of  this  Section 6.10, the
Company  shall  ensure  that  its  shares of Common Stock (including all Warrant
Shares)  are  listed  and  available  for  trading on the O.T.C. Bulletin Board.
Thereafter,  the  Company shall (i) use its best efforts to continue the listing
and  trading  of  its  Common  Stock  on  the O.T.C. Bulletin Board or to become
eligible  for  and  listed  and  available  for  trading on the Nasdaq Small Cap
Market, the NMS, or the New York Stock Exchange ("NYSE"); and (ii) comply in all
material  respects  with  the  Company's reporting, filing and other obligations
under  the  By-Laws  or  rules of the National Association of Securities Dealers
("NASD")  and  such  exchanges,  as  applicable.


<PAGE>
     6.11     The  Company's  Instructions  to Transfer Agent.  The Company will
instruct  the  Transfer Agent of the Common Stock, by delivering instructions in
the  form  of Exhibit T hereto, to issue certificates, registered in the name of
each  Investor  or  its  nominee,  for the Put Shares and Warrant Shares in such
amounts  as  specified from time to time by the Company upon any exercise by the
Company  of  a  Put  and/or exercise of the Warrants by the holder thereof. Such
certificates  shall not bear a Legend unless issuance with a Legend is permitted
by  the  terms  of this Agreement and Legend removal is not permitted by Section
6.9  hereof  and  the  Company  shall  cause  the  Transfer  Agent to issue such
certificates  without  a Legend. Nothing in this Section shall affect in any way
Investor's  obligations  and  agreement  set forth in Sections 3.3.3 hereof with
respect to any resale of the Securities.  The Company acknowledges that a breach
by  it of its obligations hereunder will cause irreparable harm to a Investor by
vitiating  the  intent  and  purpose  of  the  transaction  contemplated hereby.
Accordingly, the Company acknowledges that the remedy at law for a breach of its
obligations  under this Section 6.11 will be inadequate and agrees, in the event
of  a  breach  or  threatened  breach  by  the Company of the provisions of this
Section  6.11,  that  a  Investor  shall  be  entitled, in addition to all other
available  remedies,  to  an  injunction  restraining  any  breach and requiring
immediate  issuance and transfer, without the necessity of showing economic loss
and  without  any  bond  or  other  security  being  required.

     6.12     Stockholder  20%  Approval.  Prior  to the closing of any Put that
would  cause  the  Aggregate Issued Shares to exceed the Cap Amount, the Company
shall  obtain  approval of its stockholders to authorize (i) the issuance of the
full  number  of shares of Common Stock which would be issuable pursuant to this
Agreement but for the Cap Amount and eliminate any prohibitions under applicable
law  or  the  rules  or regulations of any stock exchange, interdealer quotation
system  or other self-regulatory organization with jurisdiction over the Company
or  any  of its securities with respect to the Company's ability to issue shares
of  Common  Stock  in  excess  of  the  Cap  Amount  (such  approvals  being the
"Stockholder  20%  Approval").

     6.13     Press Release. The Company agrees that the Investor shall have the
right  to  review  and  comment  upon any press release issued by the Company in
connection  with  the Offering which approval shall not be unreasonably withheld
by  Investor.

     6.14     Change  in  Law  or  Policy.  In  the event of a change in law, or
policy  of  the  SEC,  as  evidenced  by  a  No-Action  letter  or other written
statements  of  the  SEC  or  the NASD which causes the Investor to be unable to
perform  its  obligations  hereunder,  this  Agreement  shall  be  automatically
terminated  and  no  further  Commitment  Warrants  shall  be  due.

7.     Investor  Covenant/Miscellaneous.

     7.1     Representations  and  Warranties Survive the Closing; Severability.
Investor's  and  the  Company's representations and warranties shall survive the
Investment  Date  and  any  Put  Closing  contemplated  by  this  Agreement
notwithstanding  any  due  diligence  investigation  made by or on behalf of the
party seeking to rely thereon. 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,  or  is  altered  by  a term required by the Securities
Exchange Commission to be included in the Registration Statement, this Agreement
shall continue in full force and effect without said provision; provided that if
the  removal  of  such provision materially changes the economic benefit of this
Agreement  to  the  Investor,  the  Investor,  at its option, may terminate this
Agreement  or require that other terms of the Agreement be amended to compensate
for  such  material  economic  changes.


<PAGE>
     7.2     Successors  and  Assigns.  This  Agreement  shall not be assignable
without the Company's written consent.  If assigned, the terms and conditions of
this  Agreement shall inure to the benefit of and be binding upon the respective
successors  and  assigns  of  the parties. Nothing in this Agreement, express or
implied,  is  intended to confer upon any party other than the parties hereto or
their  respective  successors  and assigns any rights, remedies, obligations, or
liabilities  under  or by reason of this Agreement, except as expressly provided
in  this  Agreement.  Investor  may  assign  Investor's  rights  hereunder,  in
connection  with  any private sale of the Common Stock of such Investor, so long
as,  as  a  condition  precedent  to  such  transfer, the transferee executes an
acknowledgment  agreeing  to  be  bound  by  the  applicable  provisions of this
Agreement  in  a form acceptable to the Company and provides an original copy of
such  acknowledgment  to  the  Company.

     7.3     Execution in Counterparts Permitted. This Agreement may be executed
in  any  number  of counterparts, each of which shall be enforceable against the
parties  actually  executing  such counterparts, and all of which together shall
constitute  one  (1)  instrument.

     7.4     Titles and Subtitles; Gender. 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.  The  use  in this Agreement of a
masculine, feminine or neither pronoun shall be deemed to include a reference to
the  others.

     7.5     Written  Notices,  Etc.  Any  notice, demand or request required or
permitted  to  be given by the Company or Investor pursuant to the terms of this
Agreement  shall  be  in  writing  and  shall  be  deemed  given  when delivered
personally,  or  by  facsimile  or  upon  receipt if by overnight or two (2) day
courier,  addressed  to  the parties at the addresses and/or facsimile telephone
number  of  the  parties  set  forth  at the end of this Agreement or such other
address  as  a  party  may  request by notifying the other in writing; provided,
however,  that  in  order for any notice to be effective as to the Investor such
notice  shall  be  delivered and sent, as specified herein, to all the addresses
and  facsimile  telephone  numbers  of the Investor set forth at the end of this
Agreement  or  such  other address and/or facsimile telephone number as Investor
may  request  in  writing.

     7.6     Expenses. Except as set forth in the Registration Rights Agreement,
each  of  the  Company  and  Investor  shall  pay all costs and expenses that it
respectively  incurs,  with  respect to the negotiation, execution, delivery and
performance  of  this  Agreement.

     7.7     Entire  Agreement;  Written  Amendments  Required.  This Agreement,
including  the  Exhibits  attached  hereto,  the  Common Stock certificates, the
Warrants,  the  Registration Rights Agreement, and the other documents delivered
pursuant  hereto  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 herein or therein.
Except  as expressly provided herein, neither this Agreement nor any term hereof
may  be  amended,  waived,  discharged  or  terminated  other  than by a written
instrument  signed  by the party against whom enforcement of any such amendment,
waiver,  discharge  or  termination  is  sought.

<PAGE>

     7.8     Arbitration.  Except  as otherwise provided in Section 6.11 of this
Agreement, any controversy or claim arising out of or related to the Transaction
Documents  or  the  breach  thereof,  shall be settled by binding arbitration in
Wilmington,  Delaware  in accordance with the Expedited Procedures (Rules 53-57)
of  the  Commercial  Arbitration  Rules  of the American Arbitration Association
("AAA").  A  proceeding shall be commenced upon written demand by Company or any
Investor  to  the  other.  The  arbitrator(s)  shall enter a judgment by default
against  any  party,  which  fails  or refuses to appear in any properly noticed
arbitration proceeding. The proceeding shall be conducted by one (1) arbitrator,
unless  the  amount  alleged to be in dispute exceeds two hundred fifty thousand
dollars  ($250,000),  in  which  case  three (3) arbitrators shall preside.  The
arbitrator(s) will be chosen by the parties from a list provided by the AAA, and
if  they  are  unable  to  agree  within ten (10) days, the AAA shall select the
arbitrator(s).  The  arbitrators must be experts in securities law and financial
transactions.  The  arbitrators  shall  assess  costs  and  expenses  of  the
arbitration,  including  all  attorneys'  and  experts' fees, as the arbitrators
believe  is  appropriate  in  light  of  the  merits  of the parties' respective
positions  in  the  issues  in  dispute.  Each  party submits irrevocably to the
jurisdiction of any state court sitting in Wilmington, Delaware or to the United
States  District  Court  sitting  in Delaware for purposes of enforcement of any
discovery  order,  judgment  or  award  in connection with such arbitration. The
award  of  the arbitrator(s) shall be final and binding upon the parties and may
be  enforced  in any court having jurisdiction. The arbitration shall be held in
such  place  as  set  by  the  arbitrator(s)  in  accordance  with  Rule  55.

     Although  the parties, as expressed above, agree that all claims, including
claims  that  are  equitable  in nature, for example specific performance, shall
initially  be prosecuted in the binding arbitration procedure outlined above, if
the  arbitration  panel  dismisses or otherwise fails to entertain any or all of
the  equitable claims asserted by reason of the fact that it lacks jurisdiction,
power  and/or  authority  to  consider  such  claims  and/or  direct  the remedy
requested, then, in only that event, will the parties have the right to initiate
litigation  respecting  such  equitable  claims  or remedies. The forum for such
equitable  relief  shall  be  in  either  a  state  or  federal court sitting in
Wilmington,  Delaware.  Each party waives any right to a trial by jury, assuming
such  right  exists  in  an equitable proceeding, and irrevocably submits to the
jurisdiction  of  said  Delaware  court.  Delaware  law  shall  govern  both the
proceeding  as  well  as  the interpretation and construction of the Transaction
Documents  and  the  transaction  as  a  whole.

<PAGE>
8.     Subscription  and  Wiring  Instructions;  Irrevocability.

     8.1     Subscription

     (a)     Wire  transfer  of  Subscription  Funds. Investor shall deliver Put
Dollar  Amounts  (as  payment towards any Put Share Price)  by wire transfer, to
the Company pursuant to a wire instruction letter to be provided by the Company,
and  signed  by  the  Company.

     (b)     Irrevocable  Subscription. Investor hereby acknowledges and agrees,
subject  to  the  provisions  of any applicable laws providing for the refund of
subscription  amounts  submitted by Investor, that this Agreement is irrevocable
and  that Investor is not entitled to cancel, terminate or revoke this Agreement
or any other agreements executed by such Investor and delivered pursuant hereto,
and  that  this  Agreement  and such other agreements shall survive the death or
disability  of  such Investor and shall be binding upon and inure to the benefit
of  the  parties  and  their heirs, executors, administrators, successors, legal
representatives and assigns. If the Securities subscribed for are to be owned by
more  than  one  person, the obligations of all such owners under this Agreement
shall  be joint and several, and the agreements, representations, warranties and
acknowledgments  herein  contained  shall be deemed to be made by and be binding
upon  each  such  person  and  his heirs, executors, administrators, successors,
legal  representatives  and  assigns.

     8.2     Acceptance  of  Subscription. Ownership of the number of securities
purchased  hereby  will  pass  to  Investor  upon the Warrant Closing or any Put
Closing.

     8.3     [Intentionally  Omitted]

9.     Indemnification.


<PAGE>
     In consideration of the Investor's execution and delivery of the Investment
Agreement,  the Registration Rights Agreement and the Warrants (the "Transaction
Documents")  and  acquiring  the Securities thereunder and in addition to all of
the  Company's  other  obligations  under the Transaction Documents, the Company
shall  defend,  protect,  indemnify  and  hold  harmless Investor and all of its
stockholders,  officers,  directors,  employees and direct or indirect investors
and  any  of  the  foregoing  person's  agents,  members,  partners  or  other
representatives  (including,  without  limitation,  those retained in connection
with  the  transactions  contemplated  by  this  Agreement)  (collectively,  the
"Indemnitees")  from  and  against any and all actions, causes of action, suits,
claims, losses, costs, penalties, fees, liabilities and damages, and expenses in
connection  therewith (irrespective of whether any such Indemnitee is a party to
the  action  for  which  indemnification  hereunder  is  sought),  and including
reasonable  attorney's  fees  and disbursements (the "Indemnified Liabilities"),
incurred by any Indemnitee as a result of, or arising out of, or relating to (a)
any  misrepresentation  or  breach of any representation or warranty made by the
Company  in  the  Transaction  Documents or any other certificate, instrument or
documents  contemplated  hereby  or  thereby,  (b)  any  breach of any covenant,
agreement or obligation of the Company contained in the Transaction Documents or
any other certificate, instrument or document contemplated hereby or thereby, or
(c)  any  cause  of  action,  suit  or  claim,  derivative  or otherwise, by any
stockholder of the Company based on a breach or alleged breach by the Company or
any  of its officers or directors of their fiduciary or other obligations to the
stockholders  of  the  Company.

     To  the  extent  that  the  foregoing  undertaking  by  the  Company may be
unenforceable for any reason, the Company shall make the maximum contribution to
the  payment  and  satisfaction  of each of the Indemnified Liabilities which it
would be required to make if such foregoing undertaking was enforceable which is
permissible  under  applicable  law.

     Promptly  after  receipt  by  an  Indemnified  Party  of  notice  of  the
commencement of any action pursuant to which indemnification may be sought, such
Indemnified  Party will, if a claim in respect thereof is to be made against the
other  party  (hereinafter  "Indemnitor")  under  this Section 9, deliver to the
Indemnitor a written notice of the commencement thereof and the Indemnitor shall
have  the right to participate in and to assume the defense thereof with counsel
reasonably  selected  by  the Indemnitor, provided, however, that an Indemnified
Party  shall  have  the  right  to  retain  its own counsel, with the reasonably
incurred  fees  and  expenses  of  such counsel to be paid by the Indemnitor, if
representation  of  such  Indemnified  Party  by  the  counsel  retained  by the
Indemnitor  would  be  inappropriate  due  to  actual  or potential conflicts of
interest  between such Indemnified Party and any other party represented by such
counsel  in  such  proceeding.  The  failure  to  deliver  written notice to the
Indemnitor  within  a reasonable time of the commencement of any such action, if
prejudicial to the Indemnitor's ability to defend such action, shall relieve the
Indemnitor  of  any liability to the Indemnified Party under this Section 9, but
the  omission to so deliver written notice to the Indemnitor will not relieve it
of any liability that it may have to any Indemnified Party other than under this
Section  9  to  the  extent  it  is  prejudicial.

10.     [Intentionally  Left  Blank].

11.     [Intentionally  Left  Blank].

12.     Accredited Investor. Investor is an "accredited investor" because (check
all  applicable  boxes):

(a)          it  is  an  organization  described  in  Section  501(c)(3)  of the
Internal  Revenue  Code,  or  a  corporation,  limited duration company, limited
liability  company,  business  trust, or partnership not formed for the specific
purpose  of  acquiring  the  securities  offered, with total assets in excess of
$5,000,000.


<PAGE>
(b)          any  trust,  with  total assets in excess of $5,000,000, not formed
for  the specific purpose of acquiring the securities offered, whose purchase is
directed  by  a  sophisticated  person  who has such knowledge and experience in
financial  and  business matters that he is capable of evaluating the merits and
risks  of  the  prospective  investment.

(c)          a  natural  person,  who

is  a  director,  executive  officer  or  general  partner  of the issuer of the
securities  being  offered  or  sold or a director, executive officer or general
partner  of  a  general  partner  of  that  issuer.

has  an  individual  net worth, or joint net worth with that person's spouse, at
the  time  of  his  purchase  exceeding  $1,000,000.

had  an  individual  income in excess of $200,000 in each of the two most recent
years or joint income with that person's spouse in excess of $300,000 in each of
those  years  and has a reasonable expectation of reaching the same income level
in  the  current  year.

(d)          an  entity each equity owner of which is an entity described in a -
b  above or is an individual who could check one (1) of the last three (3) boxes
under  subparagraph  (c)  above.

(e)          other                    [specify]
     _________________________________________________________

<PAGE>
     The  undersigned hereby subscribes for ___________% of the Maximum Offering
Amount  and  acknowledges  that  this Agreement and the subscription represented
hereby shall not be effective unless accepted by the Company as indicated below.

     IN  WITNESS  WHEREOF,  the  undersigned Investor does represent and certify
under  penalty of perjury that the foregoing statements are true and correct and
that  Investor  by  the  following  signature(s)  executed  this  Agreement.

Dated  this  __  day  of  ___________,  1999.



Your  Signature                    PRINT  EXACT  NAME  IN  WHICH
     YOU  WANT  THE  SECURITIES  TO
BE  REGISTERED

SECURITY  DELIVERY  INSTRUCTIONS:


Your  Signature

Please  type  or  print  address  where  delivered  your  security  is  to  be:


ATTN:


_____________________________
Title/Representative  Capacity
(if  applicable)


Name  of  Company  You  Represent          Street  Address
(if  applicable)


Place  of  Execution  of  this  Agreement     City,  State or Province, Country,
     Offshore  Postal  Code

<PAGE>

NOTICE  DELIVERY  INSTRUCTIONS:     WITH  A  COPY  DELIVERED  TO:


Please  print  address  where  any Notice     Please print address where Copy is
     is  to  be  delivered  to  be  delivered

ATTN:  ___________________________     ATTN:  ____________________________


Street  Address                         Street  Address


City,  State  or  Province,  Country,          City, State or Province, Country,
Offshore  Postal  Code                    Offshore  Postal  Code
Telephone:  _____________________     Telephone:  ______________________
Facsimile:  ______________________     Facsimile:  _______________________
Facsimile:  ______________________     Facsimile:  _______________________

THIS  AGREEMENT  IS ACCEPTED BY THE COMPANY IN THE AMOUNT OF 100% OF THE MAXIMUM
OFFERING  AMOUNT  ON  THE  ____  DAY  OF  _______________,  1999.

GO  ONLINE  NETWORKS  CORPORATION


By:  ______________________
     Joseph  M.  Naughton

Address:     GO  ONLINE  NETWORKS  CORPORATION

     5681  Beach  Boulevard,  Suite  101/100
     Buena  Park,  California  90621
Telephone  No.:  (714)  736-9888
Fax  No.:  (714)  ___________

<PAGE>
                                    EXHIBIT E


                               ADVANCE PUT NOTICE


     GO  ONLINE  NETWORKS CORPORATION (the "Company") hereby intends, subject to
the  Individual  Put Limit (as defined in the Investment Agreement), to elect to
exercise  a  Put  to  sell  the  number of shares of Common Stock of the Company
specified  below,  to  _____________________________,  the  Investor,  as of the
Intended  Put  Date  written  below,  all  pursuant  to  that certain Investment
Agreement  (the  "Investment  Agreement")  by and between the Company and Triton
Private  Equities  Fund,  L.P.  dated  on  or  about  _________,  1999.

     Date  of  Advance  Put  Notice:  ___________________

Intended  Put  Date  :____________________________

Intended  Put  Share  Amount:  ____________________



GO  ONLINE  NETWORKS  CORPORATION


By:  _____________________


Address:     GO  ONLINE  NETWORKS  CORPORATION

     5681  Beach  Boulevard,  Suite  101/100
     Buena  Park,  California  90621
Telephone  No.:  (714)  736-9888
Fax  No.:  (714)  ___________



<PAGE>
                                    EXHIBIT F


                       CONFIRMATION OF ADVANCE PUT NOTICE



     _________________________,  the  Investor,  hereby  confirms  receipt of GO
ONLINE  NETWORKS CORPORATION's (the "Company") Advance Put Notice on the Advance
Put  Date  written  below,  and its intention to elect to exercise a Put to sell
shares  of  common  stock  ("Intended  Put  Share Amount") of the Company to the
Investor,  as  of  the  intended  Put  Date  written below, all pursuant to that
certain  Investment  Agreement  (the  "Investment Agreement") by and between the
Company  and  Triton Private Equities Fund, L.P. dated on or about ____________,
1999.


Date  of  Confirmation:  _____________________

Date  of  Advance  Put  Notice:  _______________

Intended  Put  Date:  ________________________

Intended  Put  Share  Amount:  ________________


     INVESTOR(S)

     ___________________________________
Investor's  Name

     By:  _______________________________
      (Signature)

     Address:  _____________________________
        _____________________________
   _____________________________

Telephone  No.:  _________________
Facsimile  No.:  __________________

<PAGE>
                                    EXHIBIT G


                                   PUT NOTICE


     GO  ONLINE NETWORKS CORPORATION (the "Company") hereby elects to exercise a
Put  to  sell  shares  of  common  stock  ("Common  Stock")  of  the  Company to
_____________________________,  the  Investor,  as  of  the Put Date, at the Put
Share Price and for the number of Put Shares written below, all pursuant to that
certain  Investment  Agreement  (the  "Investment Agreement") by and between the
Company  and  Triton Private Equities Fund, L.P. dated on or about ____________,
1999.

     Put  Date  :

     Intended  Put  Share  Amount  (from  Advance  Put  Notice):
Common  Shares


Note:  Capitalized  terms  shall  have  the  meanings  ascribed  to them in this
Investment  Agreement.


GO  ONLINE  NETWORKS  CORPORATION

By:  _____________________
       Joseph  M.  Naughton

Address:     GO  ONLINE  NETWORKS  CORPORATION

     5681  Beach  Boulevard,  Suite  101/100
     Buena  Park,  California  90621
Telephone  No.:  (714)  736-9888
Fax  No.:  (714)  ___________





<PAGE>
                                    EXHIBIT H


                           CONFIRMATION OF PUT NOTICE



     _________________________________, the Investor, hereby confirms receipt of
GO  ONLINE  NETWORKS  CORPORATION  (the  "Company")  Put  Notice and election to
exercise  a  Put  to  sell  ___________________________  shares  of common stock
("Common Stock") of the Company to Investor, as of the Put Date, all pursuant to
that  certain  Investment  Agreement (the "Investment Agreement") by and between
the  Company  and  Triton  Private  Equities  Fund,  L.P.  dated  on  or  about
____________,  1999.

Date  of  this  Confirmation:  ________________

Put  Date:  ______________

Number  of  Put  Shares  of  Common  Stock  to  be  Issued:  _________

Volume  Evaluation  Period:  _____  Business  Days

Pricing  Period:  _____  Business  Days


INVESTOR(S)

___________________________________
Investor's  Name

By:  _______________________________
           (Signature)

Address:  _________________________________
         _________________________________
    _________________________________
Telephone  No.:  _________________
Facsimile  No.:  __________________



<PAGE>
                                    EXHIBIT Q


                             PUT CANCELLATION NOTICE


     GO  ONLINE  NETWORKS  CORPORATION  (the  "Company")  hereby cancels the Put
specified  below, pursuant to that certain Investment Agreement (the "Investment
Agreement")  by  and  between the Company and Triton Private Equities Fund, L.P.
dated  on  or  about  _____________, 1999 as of the close of trading on the date
specified  below  (the  "Cancellation  Date," which date must be on or after the
date  that  this  notice  is  delivered  to  the  Investor),  provided that such
cancellation  shall  not  apply to the number of shares of Common Stock equal to
the  Truncated  Put  Share  Amount  (as  defined  in  the Investment Agreement).

Cancellation  Date:  _____________________

Put  Date  of  Put  Being  Canceled:  __________

Number  of  Shares  Put  on  Put  Date:  _________

Reason  for  Cancellation  (check  one):

     [   ]  Material  Facts,  Ineffective  Registration  Period.

     [   ]  Delisting  Event

     The  Company  understands  that, by canceling this Put, it must give twenty
(20)  Business  Days advance written notice to the Investor before effecting the
next  Put.

GO  ONLINE  NETWORKS  CORPORATION

By:  _____________________
        Joseph  M.  Naughton

Address:     GO  ONLINE  NETWORKS  CORPORATION

     5681  Beach  Boulevard,  Suite  101/100
     Buena  Park,  California  90621
Telephone  No.:  (714)  736-9888
Fax  No.:  (714)  ___________

<PAGE>

                                    EXHIBIT S


                      PUT CANCELLATION NOTICE CONFIRMATION



     The  undersigned  Investor  to  that  certain  Investment  Agreement  (the
"Investment  Agreement") by and between the Company, and Triton Private Equities
Fund,  L.P. dated on or about _____________, 1999, hereby confirms receipt of Go
Online  Networks  Corporation's  (the  "Company")  Put  Cancellation Notice, and
confirms  the  following:


DATE  OF  THIS  CONFIRMATION:

PUT  CANCELLATION  DATE:


INVESTOR(S)

___________________________________
Investor's  Name

By:  _______________________________
           (Signature)

Address:  _________________________________
         _________________________________
    _________________________________
Telephone  No.:  _________________
Facsimile  No.:  __________________




F:\LAW\JNE\triton2\Investment  Agreement.wpd