ORYX TECHNOLOGY CORPORATION


                              ---------------------



                            COMMON STOCK AND WARRANT

                               PURCHASE AGREEMENT


                              ---------------------






                                October 31, 2001





<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                                             <C>
SECTION 1  Authorization and Sale of Common Stock and Warrants....................................................1

         1.1      Authorization...................................................................................1

         1.2      Sale of Common Stock and Warrants...............................................................1

SECTION 2  Closing Date; Delivery.................................................................................1

         2.1      Closing Date....................................................................................1

         2.2      Delivery........................................................................................1

SECTION 3  Representations and Warranties of the Company..........................................................2

         3.1      Organization and Standing.......................................................................2

         3.2      Corporate Power.................................................................................2

         3.3      Capitalization..................................................................................2

         3.4      Authorization...................................................................................3

         3.5      Financial Statements............................................................................3

         3.6      Litigation......................................................................................3

         3.7      Offering........................................................................................3

         3.8      Brokers or Finders..............................................................................4

SECTION 4  Representations and Warranties of the Purchasers.......................................................4

         4.1      Accredited Investor; Experience.................................................................4

         4.2      Investment......................................................................................4

         4.3      Rule 144........................................................................................4

         4.4      Further Limitations on Disposition..............................................................5

         4.5      Legends.........................................................................................5

         4.6      Access to Data..................................................................................5

         4.7      Authorization...................................................................................6

         4.8      Brokers or Finders..............................................................................6

         4.9      Tax Liability...................................................................................6

SECTION 5  Conditions of the Purchasers' Obligations at Closing...................................................6

         5.1      Representations and Warranties Correct..........................................................6

         5.2      Covenants.......................................................................................6

         5.3      Compliance Certificate..........................................................................6

         5.4      Blue Sky........................................................................................6

         5.5      Registration Rights Agreement...................................................................6

SECTION 6  Conditions of the Company's Obligations at Closing.....................................................7


                                                            2

<PAGE>

         6.1      Representations and Warranties Correct..........................................................7

         6.2      Covenants.......................................................................................7

         6.3      Blue Sky........................................................................................7

         6.4      Registration Rights Agreement...................................................................7

SECTION 7  Covenants of the Purchasers............................................................................7

SECTION 8  Miscellaneous..........................................................................................7

         8.1      Governing Law...................................................................................7

         8.2      Survival........................................................................................7

         8.3      Successors and Assigns..........................................................................8

         8.4      Entire Agreement; Amendment.....................................................................8

         8.5      Notices, Etc....................................................................................8

         8.6      California Corporate Securities Law.............................................................8

         8.7      Expenses........................................................................................8

         8.8      Counterparts....................................................................................8

         8.9      Severability....................................................................................9

         8.10     Titles and Subtitles............................................................................9



SCHEDULES AND EXHIBITS

Schedule I    Purchasers

     A     Form of Warrant
     B     Schedule of Exceptions
     C     Amended and Restated Certificate of Incorporation and Bylaws
     D     Form of Registration Rights Agreement
     E     Financial Statements

</TABLE>
                                                              3

<PAGE>
                           ORYX TECHNOLOGY CORPORATION

                   COMMON STOCK AND WARRANT PURCHASE AGREEMENT


         This Common Stock and Warrant Purchase  Agreement is made as of October
31, 2001 by and between Oryx Technology Corporation, a Delaware corporation (the
"Company"),  and the  purchasers  named on Schedule I attached  hereto (each,  a
"Purchaser" and, together, the "Purchasers").

                                   SECTION 1

               Authorization and Sale of Common Stock and Warrants

         1.1  Authorization.  On or before the  Closing (as defined in Section 2
below), the Company will authorize the sale and issuance of up to 162,338 shares
(the  "Shares")  of its  Common  Stock  (the  "Common  Stock")  and the sale and
issuance of  warrants in  substantially  the form  attached  hereto as Exhibit A
(collectively the "Warrants") to purchase up to an aggregate of 37,975 shares of
Common Stock.

         1.2 Sale of  Common  Stock  and  Warrants.  Subject  to the  terms  and
conditions  hereof,  the Company will issue and sell to each  Purchaser and each
Purchaser will buy from the Company (i) that number of shares of Common Stock at
a purchase  price of $3.08 per share and (ii) a Warrant to purchase  that number
of shares of Common Stock,  each as set forth next to such  Purchaser's  name on
Schedule I.

                                   SECTION 2

                             Closing Date; Delivery

         2.1 Closing  Date.  The closing of the  purchase and sale of the Common
Stock and the Warrants hereunder shall be held at the offices of Manatt,  Phelps
& Phillips, LLP, 1001 Page Mill Road, Building 2, Palo Alto, California at 10:00
a.m.,  local time, on October 31, 2001 (the "Closing") or at such other time and
place upon which the Company and  Purchasers  purchasing  fifty percent (50%) or
more of the shares of Common Stock to be sold pursuant to this  Agreement  shall
agree. The date of such Closing is referred to herein as the "Closing Date."

         2.2  Delivery.  At the  Closing,  the  Company  will  deliver  to  each
Purchaser (a) a certificate or certificates,  registered in the Purchaser's name
representing the number Shares purchased by such Purchaser at the Closing as set
forth on  Schedule  I and (b) a Warrant  to  purchase  that  number of shares of
Common Stock as set forth on Schedule I, against  payment of the purchase prices
therefor by (i) check payable to the Company or (ii) wire  transfer  pursuant to
the Company's instructions.


                                       1
<PAGE>

                                   SECTION 3

                  Representations and Warranties of the Company

         Except as set forth on the Company's  Schedule of  Exceptions  attached
hereto  as  Exhibit  B, the  Company  hereby  represents  and  warrants  to each
Purchaser as follows:

         3.1  Organization  and  Standing.  The  Company is a  corporation  duly
organized  and  existing  under,  and by  virtue  of,  the laws of the  State of
Delaware and is in good standing  under such laws. The Company has the requisite
corporate  power and authority to own and operate its  properties and assets and
to carry on its business as presently conducted and as proposed to be conducted.
The  Company is  presently  qualified  to do business in each state in which the
failure to be so qualified would have a material adverse effect on the Company's
business as now  conducted.  The Company has made  available  to each  Purchaser
copies of its Amended and Restated Certificate of Incorporation, as currently in
effect,  and its Bylaws, as amended to date,  attached hereto as Exhibit C. Said
copies are true,  correct,  and complete and contain all amendments  through the
Closing Date.

         3.2  Corporate  Power.  The Company  will have at the Closing  Date all
requisite  legal and  corporate  power and authority to execute and deliver this
Agreement  and the  Registration  Rights  Agreement  in  substantially  the form
attached hereto as Exhibit D (the "Registration Rights Agreement");  to sell and
issue the Shares and Warrants hereunder; to issue the Common Stock upon exercise
of the Warrants and to carry out and perform its obligations  under the terms of
this Agreement and the Registration Rights Agreement.

         3.3  Capitalization.  The  authorized  capital  stock  of  the  Company
consists of 25,000,000  shares of Common Stock,  of which  1,670,496  shares are
issued and outstanding as of the Closing Date; and 3,000,000 shares of Preferred
Stock, of which 45,000 shares have been designated  "Series A Preferred,"  3,750
of which are issued and outstanding.  The outstanding shares of capital stock of
the Company have been duly authorized and validly issued, and are fully paid and
nonassessable.  The Company has presently  reserved 342,000 shares of its Common
Stock for issuance to  employees,  consultants,  and  directors  under its stock
option plans. As of the date of this Agreement,  there were options  outstanding
under the  Company's  stock  option  plans to purchase an  aggregate  of 288,000
shares of Common  Stock and 54,000  remained  available  for future  grant.  The
Company has outstanding warrants to purchase a total of 111,000 shares of Common
Stock.  Except as otherwise  set forth in this  Agreement  and the  Registration
Rights Agreement, no options, warrants, subscriptions, or purchase rights of any
nature  (including  any  conversion  or  preemptive  rights) to acquire from the
Company shares of its capital stock or other securities are authorized,  issued,
or  outstanding,  nor is the Company  obligated  under its charter  documents or
under any agreement by which the Company is bound to issue shares of its capital
stock or other  securities  except as contemplated by this Agreement.  Except as
provided  in  the  Amended  and  Restated  Certificate  of  Incorporation,  this
Agreement  and the  Registration  Rights  Agreement,  there  are no  agreements,
understandings,  trusts, or other  collaborative  arrangements or understandings
between the Company or any stockholder or, to the Company's knowledge, among any
stockholders, concerning the voting of the capital stock of the Company.


                                       2
<PAGE>

         3.4 Authorization. All corporate action on the part of the Company, its
directors,  and its  stockholders  necessary for the  authorization,  execution,
delivery,  and  performance  of  this  Agreement  and  the  Registration  Rights
Agreement and the authorization,  sale, issuance, and delivery of the Shares and
the Warrants  (and the Common Stock  issuable upon exercise of the Warrants) has
been  taken  or will be taken  prior  to the  Closing.  This  Agreement  and the
Registration Rights Agreement, when executed and delivered by the Company, shall
constitute valid and binding obligations of the Company, enforceable against the
Company in  accordance  with their  terms,  subject  to  applicable  bankruptcy,
insolvency,  reorganization,  moratorium  or other laws of  general  application
relating to or affecting the  enforcement of creditors'  rights.  The Shares and
the shares of Common Stock issuable upon exercise of the Warrants when issued in
compliance with the provisions of this Agreement,  the Warrants, and the Amended
and Restated  Certificate of Incorporation,  will be validly issued, fully paid,
and  nonassessable  and free and clear of any liens or encumbrances,  other than
any liens or  encumbrances  created by or imposed  upon the  holders;  provided,
however,  that the  Shares and  Warrants  (and the Common  Stock  issuable  upon
exercise  thereof) may be subject to restrictions  on transfer under  applicable
state and/or federal securities laws.

         3.5  Financial  Statements.  Attached  hereto  as  Exhibit  E  are  the
Company's  unaudited  balance sheet as of and unaudited  statement of operations
and statement of cash flows for the  six-month  period ended August 31, 2001 and
the  Company's  audited  balance  sheet  as of  and  the  audited  statement  of
operations  and  statement  of cash  flows  for the  twelve-month  period  ended
February 28, 2001  (collectively,  the  "Financial  Statements").  The Financial
Statements  are complete  and correct,  have been  prepared in  accordance  with
generally  accepted   accounting   principles  applied  on  a  consistent  basis
throughout the periods  indicated,  and fairly present the financial position of
the Company and its results of operations as of the respective dates and for the
respective periods indicated.  Except as set forth in the Financial  Statements,
the Company has no material liabilities, contingent of otherwise, other than (i)
liabilities incurred in the ordinary course of business subsequent to August 31,
2001,  and (ii)  obligations  under  contracts and  commitments  incurred in the
ordinary course of business and not required under generally accepted accounting
principles to be reflected in the Financial  Statements,  which,  in both cases,
individually or in the aggregate, are not material to the financial condition or
operating  results  of  the  Company.  Except  as  disclosed  in  the  Financial
Statements,  the Company is not a guarantor of indemnitor of any indebtedness of
any other person, firm or corporation.

         3.6  Litigation.  There  is no  action,  suit,  proceeding  or,  to the
Company's  knowledge,  investigation  pending against the Company that questions
the validity of this Agreement,  the Registration Rights Agreement, or the right
of the Company to enter into such agreements,  or to consummate the transactions
contemplated hereby or thereby, or that might result,  either individually or in
the aggregate, in any material adverse changes in the assets, condition, affairs
or prospects of the Company,  financially or otherwise, nor is the Company aware
that there is any basis for the foregoing. The Company is not a party or subject
to the  provisions  of any order,  writ,  injunction,  judgment or decree of any
court  or  government  agency  or  instrumentality.  There is no  action,  suit,
proceeding or investigation by the Company currently pending or that the Company
intends to initiate.

         3.7   Offering.   Subject   to  the   accuracy   of   the   Purchasers'
representations  in Section 4 hereof and in written  response  to the  Company's
inquiries,  the offer,  sale and  issuance


                                       3
<PAGE>

of the Shares and the Warrants to be issued in conformity with the terms of this
Agreement  and the  issuance of the Common  Stock upon  exercise of the Warrants
constitute  transactions exempt from the registration  requirements of Section 5
of the  Securities  Act of 1933,  as  amended  (the  "Securities  Act")  and all
applicable state blue sky laws, and neither the Company nor any authorized agent
acting on its behalf will take any action hereafter that would cause the loss of
such exemption.

         3.8 Brokers or Finders.  The  Company  has not  incurred,  and will not
incur,  directly or indirectly,  as a result of any action taken by the Company,
any  liability  for  brokerage or finders'  fees or agents'  commissions  or any
similar charges in connection with this Agreement.

                                   SECTION 4

                Representations and Warranties of the Purchasers

         Each Purchaser hereby represent and warrant to the Company with respect
to the purchase of the Shares and the Warrants as follows:

         4.1 Accredited Investor;  Experience.  Such Purchaser is an "accredited
investor" as that term is defined in Rule 501 under the  Securities  Act. It has
substantial   experience  in  evaluating  and  investing  in  private  placement
transactions  of  securities  in companies  similar to the Company so that it is
capable of evaluating  the merits and risks of its investment in the Company and
has the  capacity  to  protect  its own  interests.  It is  capable of bearing a
complete loss of its investment in the Company.

         4.2  Investment.  Such Purchaser is acquiring the Shares,  Warrants and
the Common Stock issuable upon exercise of the Warrants as an investment for its
own account,  not as a nominee or agent, and not with the view to, or for resale
in connection  with, any distribution  thereof.  It understands that the Shares,
Warrants and the Common Stock  issuable  upon  exercise of the Warrants have not
been and will not be registered under the Securities Act by reason of a specific
exemption  from  the   registration   provisions  of  the  Securities  Act,  the
availability of which depends upon, among other things,  the bona fide nature of
the investment  intent and the accuracy of such Purchaser's  representations  as
expressed herein and in response to the Company's inquiries.

         4.3 Rule 144. Such Purchaser acknowledges that the Shares, Warrants and
the  Common  Stock   issuable  upon  exercise  of  the  Warrants  must  be  held
indefinitely unless  subsequently  registered under the Securities Act or unless
an exemption from such registration is available.  It is aware of the provisions
of Rule 144 promulgated under the Securities Act, which permit limited resale of
shares purchased in a private placement,  subject to the satisfaction of certain
conditions,  including, among other things, the existence of a public market for
the shares,  the  availability of certain current public  information  about the
Company, the resale occurring not less than one year after a party has purchased
and paid for the  security  to be sold,  the  sale's  being  effected  through a
"broker's transaction" or in transactions directly with a "market maker" and the
number  of shares  being  sold  during  any  three-month  period  not  exceeding
specified limitations.


                                       4
<PAGE>

         4.4 Further Limitations on Disposition. Without in any way limiting the
representations  set forth above,  such Purchaser further agrees not to make any
disposition  of all or any portion of the Shares,  the  Warranty  and the Common
Stock issuable upon exercise of the Warrants  except in compliance with Sections
2, 3 and 4 of the Registration Rights Agreement.

         4.5 Legends.  Such Purchaser  understands that the Shares, the Warrants
and the Common Stock issuable upon exercise of the Warrants,  and any securities
issued in respect thereof or exchange therefor,  may bear legends similar to one
or all of the following legends:

                  (a)  "THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  UNDER  THE
SECURITIES  ACT OF 1933,  AS  AMENDED.  THEY MAY NOT BE SOLD,  OFFERED FOR SALE,
PLEDGED OR  HYPOTHECATED  IN THE ABSENCE OF A  REGISTRATION  STATEMENT IN EFFECT
WITH  RESPECT  TO THE  SECURITIES  UNDER  SUCH  ACT  OR AN  OPINION  OF  COUNSEL
SATISFACTORY  TO THE COMPANY THAT SUCH  REGISTRATION  IS NOT  REQUIRED."

                  (b)  Any  legend   required  by  the  laws  of  the  State  of
California.

                  (c) Any  legend  required  by the Blue  Sky laws of any  other
state to the extent such laws are  applicable to the shares  represented  by the
certificate so legended.

         4.6 Access to Data.  Such  Purchaser has had an  opportunity to discuss
the Company's  business,  management,  and financial affairs with its management
and the  opportunity  to review  the  Company's  facilities.  It has also had an
opportunity  to ask questions of officers of the Company,  which  questions were
answered to its satisfaction.  It understands that such discussions,  as well as
any written information issued by the Company, were intended to describe certain
aspects of the  Company's  business  and  prospects  but were not a thorough  or
exhaustive description.

         4.7 Authorization. This Agreement and the Registration Rights Agreement
when executed and delivered by such Purchaser, will constitute valid and legally
binding  obligations of such  Purchaser,  enforceable  against such Purchaser in
accordance with their terms.

         4.8 Brokers or Finders.  Such  Purchaser has not, and will not,  incur,
directly or indirectly,  as a result of any action taken by such Purchaser,  any
liability for brokerage or finders' fees or agents'  commissions  or any similar
charges in connection with this Agreement.

         4.9  Tax  Liability.  Such  Purchaser  has  reviewed  with  its own tax
advisors  the  federal,  state,  local,  and  foreign tax  consequences  of this
investment and the  transactions  contemplated by this Agreement.  It has relied
solely on such  advisors and not on any  statements  or  representations  of the
Company or any of its agents. It understands that it (and not the Company) shall
be  responsible  for its own tax  liability  that may  arise as a result of this
investment or the transactions contemplated by this Agreement.


                                       5
<PAGE>

                                    SECTION 5

              Conditions of the Purchasers' Obligations at Closing

         The  obligations  of the  Purchasers  to  purchase  the  Shares and the
Warrants at the Closing  are,  at the option of the  Purchasers,  subject to the
fulfillment of the following conditions as of the Closing Date:

         5.1  Representations  and Warranties  Correct.  The representations and
warranties  made by the  Company  in  Section 3 hereof  shall have been true and
correct  when made and shall be true and  correct as of the  Closing  Date as if
made on the Closing Date  (subject in each case to the  exceptions  set forth in
the Schedule of Exceptions).

         5.2 Covenants. All covenants,  agreements,  and conditions contained in
this  Agreement  to be performed by the Company on or prior to such Closing Date
shall have been performed or complied with.

         5.3  Compliance  Certificate.  The Company shall have  delivered to the
Purchasers a certificate of the Company,  executed by the President, or any Vice
President of the Company,  dated the Closing Date, and  certifying,  among other
things,  to the fulfillment of the conditions  specified in Sections 5.1 and 5.2
of this Agreement.

         5.4 Blue Sky. The Company shall have  obtained all  necessary  Blue Sky
law  permits  and  qualifications,   or  have  the  availability  of  exemptions
therefrom,  required  by any state for the offer and sale of the  Shares and the
Warrants  and the  issuance  of the  Common  Stock  issuable  upon  exercise  of
Warrants.

         5.5 Registration Rights Agreement.  The Company shall have executed and
delivered the Registration Rights Agreement.

                                   SECTION 6

               Conditions of the Company's Obligations at Closing

         The Company's  obligation to sell and issue the Shares and Warrants is,
at the  option of the  Company,  subject  to the  fulfillment  of the  following
conditions as of each Closing Date:

         6.1  Representations  and Warranties  Correct.  The representations and
warranties  made by the  Purchasers in Section 4 hereof shall have been true and
correct in all material  respects when made and shall be true and correct in all
material respects on the Closing Date as if made on the Closing Date.

         6.2 Covenants. All covenants,  agreements,  and conditions contained in
this Agreement to be performed by the Purchasers on or prior to the Closing Date
shall have been performed or complied with in all material respects.


                                       6
<PAGE>

         6.3 Blue Sky. The Company shall have  obtained all  necessary  Blue Sky
law  permits  and  qualifications,   or  have  the  availability  of  exemptions
therefrom,  required  by any state for the offer and sale of the  Shares and the
Warrants  and the  issuance of the Common Stock  issuable  upon  exercise of the
Warrants.

         6.4 Registration  Rights Agreement.  The Purchasers shall have executed
and delivered the Registration Rights Agreement.

                                   SECTION 7

                           Covenants of the Purchasers

         Except as may be  required  by any law or  regulation,  each  Purchaser
agrees that it will maintain the confidentiality of any information  obtained by
it pursuant to this Agreement or by virtue of its  relationship as a stockholder
of the Company,  which is not otherwise  lawfully  available from other sources,
subject to the disclosure of information of a  non-technical  nature,  including
summary financial information,  which such Purchaser is obligated to disclose to
its partners and/or stockholders.

                                    SECTION 8

                                  Miscellaneous

         8.1 Governing Law. This Agreement  shall be governed in all respects by
the internal laws of the State of  California,  without  regard to the choice of
law provisions thereof.

         8.2 Survival. The representations, warranties, covenants and agreements
made herein  shall  survive any  investigation  made by the  Purchasers  and the
closing of the transactions contemplated hereby.

         8.3 Successors and Assigns.  Except as otherwise  provided herein,  the
provisions  hereof  shall  inure to the  benefit  of, and be binding  upon,  the
successors,  assigns, heirs, executors and administrators of the parties hereto;
provided,  however, that the rights of the Purchasers to the purchase the Common
Stock shall not be assignable without the prior written consent of the Company.

         8.4 Entire  Agreement;  Amendment.  This  Agreement,  the  Registration
Rights  Agreement,  and the other  documents  delivered  pursuant  hereto at the
Closing  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.


                                       7
<PAGE>

         8.5  Notices,  Etc.  All notices and other  communications  required or
permitted  hereunder  shall be in writing and shall be mailed by  registered  or
certified mail, postage prepaid, or otherwise delivered by hand or by messenger,
addressed  (i) if to a Purchaser,  to the  Purchaser's  address set forth on the
signature  page hereof,  or to such other address as such  Purchaser  shall have
furnished to the Company in writing,  (ii) if to any other holder of any Shares,
to such address as such holder shall have furnished the Company in writing,  or,
until any such  holder so  furnishes  an  address  to the  Company,  then to the
address of the last holder of such Shares who has so furnished an address to the
Company, (iii) if to the Company, to its principal executive offices, located at
4340 Almaden Expressway, Suite 220, San Jose, California 95118, and addressed to
the attention of the Chief  Executive  Officer,  or to such other address as the
Company  shall  have  furnished  to the  Purchasers.  Each such  notice or other
communication  shall for all purposes of this  Agreement be treated as effective
or having been given when  delivered  if  delivered  personally,  or, if sent by
mail,  at the  earlier  of its  receipt  or 72  hours  after  the  same has been
deposited  in a regularly  maintained  receptacle  for the deposit of the United
States mail, addressed and mailed as aforesaid.

         8.6  California  Corporate  Securities  Law. THE SALE OF THE SECURITIES
WHICH  ARE THE  SUBJECT  OF THIS  AGREEMENT  HAS NOT  BEEN  QUALIFIED  WITH  THE
COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH
SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE  CONSIDERATION  THEREFOR
PRIOR TO SUCH  QUALIFICATION IS UNLAWFUL UNLESS THE SALE OF SECURITIES IS EXEMPT
FROM   QUALIFICATION  BY  SECTION  25100,  25102  OR  25105  OF  THE  CALIFORNIA
CORPORATIONS  CODE.  THE RIGHTS OF ALL PARTIES TO THIS  AGREEMENT  ARE EXPRESSLY
CONDITIONED  UPON  SUCH  QUALIFICATION  BEING  OBTAINED,  UNLESS  THE SALE IS SO
EXEMPT.

         8.7 Expenses.  The Company and the Purchasers shall each bear their own
legal fees and other expenses with respect to this transaction.

         8.8  Counterparts.  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
instrument.

         8.9  Severability.  In the  case  any  one or  more  of the  provisions
contained in this Agreement  shall for any reason be held invalid,  illegal,  or
unenforceable in any respect, such invalidity,  illegality,  or unenforceability
shall not  affect  any  other  provision  of this  Agreement  and such  invalid,
illegal,  or unenforceable  provision shall be reformed and construed so that it
will be valid, legal, and enforceable to the maximum extent permitted by law.

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


                                       8
<PAGE>

         IN WITNESS WHEREOF, this Common Stock and Warrant Purchase Agreement is
hereby executed as of the date first written above.


"COMPANY"                           ORYX TECHNOLOGY CORPORATION
                                    a Delaware corporation




                                     By:  /s/ Philip J. Micciche
                                          ----------------------
                                          Philip J. Micciche
                                          President and Chief Executive Officer

                                        Address:    4340 Almaden Expressway
                                                    Suite 220
                                                    San Jose, California 95118

"PURCHASERS"                            CRENSHAW INVESTMENTS


                                        By:  /s/ Peter Brigham
                                             ------------------
                                        Name:       Peter Brigham
                                        Title:      Company Secretary

                                        Address:
                                                    C/o Moore Stephens Services
                                                    L'Estoril, Bloc C
                                                    31 Avenue Princesse Grace
                                                    MC 98000 MONACO


                                        VMR HIGH OCTANE FUND


                                        By:  /s/ Richard Hubbard
                                             -------------------
                                        Name:       Richard Hubbard
                                        Title:      Director

                                        Address:  c/o Meespeirson Fund Services
                                                    19-20 North Quay
                                                    Douglas, Isle of Man
                                                    1M991M



                                       9
<PAGE>



                                        NORTHLEA PARTNERS LTD.


                                        By:  /s/ John H. Abeles MD
                                             ---------------------
                                        Name:       John H. Abeles MD
                                        Title:      General Partner

                                        Address:    c/o 2365 NW 41st St.
                                                    Boca Raton, FL 33431



                                       10
<PAGE>

<TABLE>
<CAPTION>
                                   SCHEDULE I


                                                                  Number of Shares
Name and Address                                                  of Common Stock               Number of
of Purchaser                           Purchase Price             Purchased                     Warrant Shares
<S>                                            <C>                       <C>                    <C>
Crenshaw Investments                           $319,999.68               103,896                24,304
c/o Moore Stephens Services SAM
L'Estoil, Bloc C, 31 Avenue Princes
Grace
MC98000, Monaco

VMR High Octane                                $150,002.16                48,702                11,393
Fund
c/o Meespeirson Fund Services
19-20 North Quay
Douglas, Isle of Man
1M991M

Northlea Partners Ltd.                         $ 29,999.20                 9,740                 2,278
2365 N.W. 41st St
Boca Raton, FL 33431
</TABLE>


<PAGE>


                                    EXHIBIT A

                                 Form of Warrant



<PAGE>





                                    EXHIBIT A

                                 Form of Warrant


         THIS WARRANT AND THE SECURITIES  PURCHASABLE UPON ITS EXERCISE HAVE NOT
BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THEY MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION
STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES  UNDER SUCH ACT OR AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


                               WARRANT TO PURCHASE

                                 COMMON STOCK OF

                           ORYX TECHNOLOGY CORPORATION

                                 WARRANT #C -__

         FOR VALUE  RECEIVED,  subject  to the terms and  conditions  herein set
forth, _________________ ("Holder") is entitled to purchase from Oryx Technology
Corporation,  a Delaware  corporation (the "Company"),  at any time prior to the
Expiration Date (as defined below), at a price per share as set forth in Section
1 hereof  (the  "Warrant  Price"),  the number of fully paid and  non-assessable
shares of common stock of the  Company,  no par value,  ("Common  Stock") as set
forth in Section 2 hereof (the "Shares").


         1. Warrant Price. The Warrant Price for each of the Shares  purchasable
hereunder  shall   be___________________________   ($__________)  (the  "Warrant
Price"), subject to adjustment as provided in Section 11.


         2. Number of Shares.  The number of Shares  issuable  upon  exercise of
this  Warrant  shall be  ______________,  subject to  adjustment  as provided in
Section 11.


         3. Expiration of Warrant.  Subject to earlier termination in accordance
with  Section  8 below,  this  Warrant  shall  expire  and  shall no  longer  be
exercisable  after  October  31,  2006  (the  "Expiration  Date").  Prior to the
Expiration  Date,  the Company  may not call or  otherwise  redeem this  Warrant
without the prior written consent of Holder.


         4. No  Fractional  Shares.  This  Warrant  may not be  exercised  as to
fractional Shares.


                                       1
<PAGE>

         5. No Stockholder  Rights. This Warrant shall not entitle Holder to any
of the  rights  of a  stockholder  of the  Company  until  such  time as  Holder
exercises this Warrant.


         6. Reservation of Shares.  The Company covenants that during the period
this Warrant is  exercisable  it will reserve from its  authorized  and unissued
shares of Common Stock a sufficient number of shares to provide for the issuance
of the maximum  number of shares of Common Stock  issuable  upon the exercise of
this  Warrant.  The Company  agrees  that its  issuance  of this  Warrant  shall
constitute  full  authority to its officers to instruct the  Company's  transfer
agent to issue the  necessary  certificates  for shares of Common Stock upon the
exercise of this Warrant.


                                       2
<PAGE>

         7. Exercise of Warrant.


                 (a) This  Warrant may be  exercised  by Holder,  in whole or in
part, by the  surrender of this Warrant at the principal  office of the Company,
together with the Subscription Form attached hereto duly completed and executed,
accompanied  by payment in full of the  aggregate  Warrant  Price for the Shares
being purchased upon such exercise.  In the event of exercise of this Warrant in
compliance with the provisions hereof,  certificates for the Shares so purchased
shall be delivered to Holder  promptly  and,  unless this Warrant has been fully
exercised or expired, a new Warrant  representing that portion of the Shares, if
any, with respect to which this Warrant will not then have been exercised, shall
be issued  to  Holder.  The  Warrant  shall be  deemed  to have  been  exercised
immediately  prior to the close of  business  on the date of its  surrender  for
exercise as provided above,  and Holder shall be treated for all purposes as the
holder of record of such shares as of the close of business on such date.



                  (b) As  promptly  as  practicable  on or after such date,  the
Company  shall  cause to be issued  and  delivered  to Holder a  certificate  or
certificates  for the  number  of  full  Shares  issuable  upon  such  exercise.
Notwithstanding  the  foregoing  or any other  provision of this  Warrant,  this
Warrant  can be  exercised  in whole  or in part,  provided  that  each  partial
exercise  shall not be for less  than one  thousand  (1,000)  Shares at any time
unless at such time less than one  thousand  (1,000)  such Shares are subject to
such exercise.


                  (c) Issuance of certificates  for the Shares upon the exercise
of this Warrant shall be made without charge to the registered holder hereof for
any issue or  transfer  tax or other  incidental  expense  with  respect  to the
issuance of such certificates,  all of which taxes and expenses shall be paid by
the Company, and such certificates shall be issued in the name of the registered
holder  of this  Warrant  or in such  name or  names as may be  directed  by the
registered  holder  of  this  Warrant;  provided,  however,  that  in the  event
certificates  for the  Shares  are to be issued in a name other than the name of
the  registered  holder of this Warrant,  this  Warrant,  when  surrendered  for
exercise,  shall be  accompanied  by the  Assignment  Form attached  hereto duly
executed by Holder hereof,  and provided  further,  that any such transfer shall
comply with Section 9 hereof.


         8.  Automatic  Termination.  In  the  event  of  the  sale  of  all  or
substantially  all the capital stock, or  substantially  all the assets,  of the
Company in a merger, business combination, or other form of business transaction
with or into an entity whose  securities  are  registered  under the  Securities
Exchange Act of 1934, as amended, in which the Company's stockholders do not own
at least a  majority  of the  outstanding  voting  securities  of the  surviving
corporation  or business  entity after such  transaction  (based  solely on such
Company stockholders' holdings of the Company prior to the transaction) then the
Company  shall  give  Holder at least  twenty  (20) days  written  notice of the
proposed  effective date and terms of such offering,  transaction or


                                       3
<PAGE>

agreements, and if this Warrant has not been exercised before the effective date
set forth in such  notice,  then this  Warrant  and the rights  hereunder  shall
automatically terminate in its entirety.


         9.  Registration  Rights.  Shares  issued upon exercise of this Warrant
shall have registration rights as set forth in that certain  Registration Rights
Agreement dated as of October __, 2001.


         10. Transfer or Assignment of Warrant.


                  (a)  This  Warrant,  and  any  rights  hereunder,  may  not be
assigned or  transferred,  except as provided  herein and in accordance with and
subject to the provisions of (i) applicable  state securities laws, and (ii) the
Securities Act of 1933, as amended,  and the rules and  regulations  promulgated
thereunder  (such  Act  and  such  rules  and  regulations   being   hereinafter
collectively  referred to as the "Act").  Any  purported  transfer or assignment
made other than in accordance with this Section 10 shall be null and void and of
no force and effect.


                  (b) This Warrant, and any rights hereunder, may be transferred
or assigned only with the prior written  consent of the Company,  which shall be
granted only upon receipt by the Company of (i) notice of the proposed  transfer
or assignment  and a detailed  statement of the  circumstances  surrounding  the
proposed  transfer  or  assignment  and (ii) an opinion  of  counsel  reasonably
satisfactory  to the Company  that (i) the  transferee  is a person to whom this
Warrant may be legally transferred without  registration under the Act, and (ii)
such  transfer  will not  violate any  applicable  law or  governmental  rule or
regulation,  including,  without  limitation,  any  applicable  federal or state
securities law.


                  (c)  Any  assignment  permitted  hereunder  shall  be  made by
surrender  of this  Warrant to the  Company  at its  principal  office  with the
Assignment  Form annexed  hereto duly  executed and funds  sufficient to pay any
transfer tax, if any. In such event, the Company shall, without charge,  execute
and deliver a new warrant in the name of the assignee  named in such  instrument
of  assignment  in the amount so  assigned  and this  Warrant  shall be promptly
canceled,  provided,  however, that in the event that Holder hereof shall assign
or transfer less than the full amount of this Warrant,  a new warrant evidencing
the remaining  portion of this Warrant not so assigned or  transferred  shall be
issued in the name of Holder.


         11.      Adjustments to Shares.


                  (a) If outstanding  shares of the Company's Common Stock shall
be  subdivided  into a greater  number of shares or a dividend  in Common  Stock
shall  be paid  in  respect  of  Common  Stock,  the  Warrant  Price  in  effect
immediately  prior to such  subdivision  or at the record date of such  dividend
shall  simultaneously  with the effectiveness of such subdivision or immediately
after  the  record  date  of  such  dividend  be  proportionately   reduced.  If
outstanding  shares of Common Stock shall be combined  into a smaller  number of
shares, the Warrant Price


                                       4
<PAGE>

in effect immediately prior to such combination shall,  simultaneously  with the
effectiveness  of such  combination,  be  proportionately  increased.  When  any
adjustment is required to be made in the Warrant Price,  the number of shares of
Common Stock  purchasable  upon the exercise of this Warrant shall be changed to
the number  determined  by dividing  (i) an amount equal to the number of shares
issuable upon the exercise of this Warrant immediately prior to such adjustment,
multiplied by the Warrant Price in effect  immediately prior to such adjustment,
by (ii) the Warrant Price in effect immediately after such adjustment.


                  (b)  In  case  of  any   reclassification  or  change  of  the
outstanding  securities of the Company or of any  reorganization  of the Company
(or any  other  corporation  the  stock or  securities  of which are at the time
receivable  upon  the  exercise  of  this  Warrant)  or  any  similar  corporate
reorganization  on or after  the date  hereof,  then and in each  such  case the
holder  of this  Warrant,  upon  the  exercise  hereof  at any  time  after  the
consummation  of  such  reclassification,   change,  reorganization,  merger  or
conveyance,  shall  be  entitled  to  receive,  in lieu of the  stock  or  other
securities  and  property  receivable  upon the  exercise  hereof  prior to such
consummation,  the stock or other  securities  or  property to which such holder
would have been  entitled  upon such  consummation  if such holder had exercised
this Warrant  immediately  prior thereto,  all subject to further  adjustment as
provided in Section  11(a);  and in each such case, the terms of this Section 11
shall  be  applicable  to the  shares  of stock  or  other  securities  properly
receivable upon the exercise of this Warrant after such consummation.

                  (c) When any  adjustment  is required to be made in the number
of shares of Common Stock purchasable hereunder or the Warrant Price pursuant to
this Section 11, the Company shall promptly mail to Holder a certificate setting
forth (i) a brief  statement of the facts  requiring such  adjustment,  (ii) the
Warrant  Price after such  adjustment  and (iii) the kind and amount of stock or
other securities or property into which this Warrant shall be exercisable  after
such adjustment.


                  (d) The Company shall not, by amendment of its  Certificate of
Incorporation,  as  amended  from time to time,  or  through  a  reorganization,
transfer  of  assets,  consolidation,  merger,  dissolution,  issue  or  sale of
securities or any other voluntary action,  avoid or seek to avoid the observance
or  performance  of any of its terms to be  observed  or  performed  under  this
Warrant by the Company,  but shall at all times in good faith assist in carrying
out of all the  provisions  of this  Section 11 and in taking all such action as
may be necessary or appropriate to protect Holder's rights under this Section 11
against impairment.


         13.  Registration  Rights.  The Shares  issuable  upon exercise of this
Warrant  shall  be  registrable  and  subject  to  the  terms  of  that  certain
Registration  Rights  Agreement  dated as of October  31,  2001 by and among the
Company and the other parties named therein.


         14. Loss, Theft,  Destruction or Mutilation of Warrant. Upon receipt by
the  Company  of  evidence  reasonably  satisfactory  to it of the loss,  theft,
destruction  or  mutilation  of this  Warrant,  and in case of  loss,  theft  or
destruction,  of indemnity or security  reasonably  satisfactory to it, and upon
reimbursement to the Company of all reasonable expenses incidental thereto,  and
upon surrender and cancellation of this Warrant, if mutilated,  the Company will
make and  deliver  a new  warrant  identical  in tenor  and date in lieu of this
Warrant.


                                       5
<PAGE>

         15.  General.  This  Warrant  shall be governed by and  interpreted  in
accordance  with the laws of the State of California,  except for its principles
of  conflicts  of  laws.  The  headings  in this  Warrant  are for  purposes  of
convenience  and  reference  only and shall not be deemed to  constitute  a part
hereof.  Neither  this  Warrant  nor any term  hereof  may be  changed,  waived,
discharged  or  terminated  orally but rather only by an  instrument  in writing
signed by the Company and Holder.  This Warrant shall be binding on and inure to
the benefit of the parties hereto and their  respective  successors and assigns.
In case any one or more of the  provisions  of this Warrant  shall be invalid or
unenforceable in any respect,  the validity and  enforceability of the remaining
terms  and  provisions  of this  Warrant  shall  not in any way be  affected  or
impaired  thereby  and the  parties  will  attempt in good faith to agree upon a
valid  and  enforceable  provision  which  shall  be a  commercially  reasonable
substitute therefor, and upon so agreeing,  shall incorporate such substitute in
this Warrant.  All notices and other  communications  from the Company to Holder
shall be mailed by prepaid courier or first-class  registered or certified mail,
postage pre-paid, to the address furnished to the Company in writing by the last
holder who shall have furnished an address to the Company in writing.


         Issued this 31st day of October 2001.


                                         ORYX TECHNOLOGY CORPORATION



                                         By:  __________________________________

                                               Philip J. Micciche, President and

                                               Chief Executive Officer




                                       6
<PAGE>

                                SUBSCRIPTION FORM



         The undersigned  registered owner of the Warrant which accompanies this
Subscription Form hereby  irrevocably  exercises such warrant for, and purchases
______  shares Common Stock (the  "Shares") of Oryx  Technology  Corporation,  a
Delaware  corporation  (the  "Company"),  purchasable  upon the exercise of such
Warrant, and herewith makes payment therefor.

         1.01  Authorization.  This  exercise  constitutes  a valid and  legally
binding obligation of the undersigned, enforceable in accordance with its terms.

         1.02   Investment   Representation.   The   undersigned   acknowledges,
represents,  and  warrants  that it (a) has a  preexisting  personal or business
relationship  with the  Company,  and/or by reason of its  business or financial
experience has the capacity to protect its own interests in connection  with the
transaction,  and (b) is an  "accredited  investor"  under  Regulation  D of the
Securities  Act of  1933,  as  amended  (the  "Act").  The  undersigned  further
acknowledges that it is aware that the Shares have not been registered under the
Act,  or  qualified  under any  state's  securities  laws.  The Shares are being
acquired  for  investment  purposes  only  and  not  for  sale or with a view to
distribution of all or any part thereof.

         1.03 Access to Information.  The undersigned  represents that it has or
will have had upon  exercise of the Warrant an  opportunity  to ask questions of
and receive  answers from the Company  regarding the terms and conditions of its
purchase of the Shares  concerning  the  business,  financial  affairs and other
aspects of the  Company,  and it has further had the  opportunity  to obtain any
information (to the extent the Company possesses or can acquire such information
without unreasonable effort or expense) which it deems necessary to evaluate its
investment or to verify the accuracy of  information  otherwise  provided to it.
The  undersigned  acknowledges  that it is not relying upon any person,  firm or
corporation  (other than the Company and its officers and  directors)  in making
its  investment  or  decision  to invest  in the  Company,  and the  undersigned
represents  that it has been  solely  responsible  for its own  "due  diligence"
investigation  of the  Company  and its  management  and  business,  for its own
analysis of the merits and risks of this investment.

         1.04 Investment  Experience.  The  undersigned  represents and warrants
that by reason of its financial and business experience,  it has the capacity to
protect its interests in connection with these transactions.

         1.05 Restricted Securities. The undersigned understands that the Shares
will be characterized as "restricted  securities"  under the federal  securities
laws inasmuch as they are being  acquired from the Company in a transaction  not
involving a public offering, and that under such laws and applicable regulations
such securities may be resold without registration under the Act only in certain
limited   circumstances   and  that  otherwise  such  securities  must  be  held
indefinitely. In this connection, the undersigned represents that it is familiar
with SEC Rule 144, as presently in effect,  and the conditions which must be met
in order for that Rule to be available  for resale of  "restricted  securities,"
and understands the resale limitations imposed by the Act.


                                       7
<PAGE>

         1.06 Further  Limitations on  Disposition.  Without in any way limiting
the  representations set forth above, the undersigned further agrees not to make
any disposition of all or any portion of the Shares unless and until:

                  (a) There is then in effect a "Registration  Statement"  under
the Act covering  such  proposed  disposition  and such  disposition  is made in
accordance with such Registration  Statement and any applicable  requirements of
state securities laws; or

                  (b) (i) the undersigned shall have notified the Company of the
proposed  disposition  and shall  have  furnished  the  Company  with a detailed
statement of the circumstances surrounding the proposed disposition, and (ii) if
reasonably  requested by the Company,  shall have  furnished the Company with an
opinion of counsel at undersigned's expense (except for dispositions pursuant to
Rule 144 of the Rules and Regulations under the Act which dispositions shall not
so require an opinion of counsel) reasonably  satisfactory to the Company,  that
such  disposition  will not require  registration of the Shares under the Act or
the consent of or permit from appropriate authorities under any applicable state
securities law.


                  (c)  Notwithstanding  the provisions of paragraphs (a) and (b)
above, no such  Registration  Statement or opinion of counsel shall be necessary
for a transfer by the  undersigned  to a constituent  stockholder or constituent
partner (including any constituent of a constituent) of the undersigned,  if the
transferee or transferees  agree in writing to be subject to the terms hereof to
the same extent as if they were the undersigned hereunder.


         2. RESTRICTIONS ON THE TRANSFER OF SECURITIES.

         2.01 Corporate  Securities Law. The Shares shall be transferred only in
compliance with the conditions  specified in Section 1.06,  which conditions are
intended  to  ensure  compliance  with  the  provisions  of the  Act  and  state
securities  laws with  respect  to the  transfer  of any such  securities.  Each
certificate  representing the Shares shall bear at least a legend  substantially
in the following form until such time as the conditions of such legend have been
met:

         THE SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED  UNDER THE
SECURITIES  ACT OF 1933, AS AMENDED  ("ACT"),  NOR HAVE THEY BEEN  REGISTERED OR
QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES
WILL BE PERMITTED UNLESS A REGISTRATION  STATEMENT UNDER THE ACT IS IN EFFECT AS
TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT
OR AS  OTHERWISE  PERMITTED  BY  THE  COMPANY,  OR IN  THE  OPINION  OF  COUNSEL
SATISFACTORY TO THE COMPANY AND AT HOLDER'S EXPENSE,  REGISTRATION UNDER THE ACT
IS  UNNECESSARY  IN ORDER  FOR SUCH  TRANSFER  TO  COMPLY  WITH THE ACT AND WITH
APPLICABLE STATE SECURITIES LAWS.


                                       8
<PAGE>

         The Company shall, within ten (10) days of the request of any holder of
a  certificate   bearing  the  foregoing   legend  and  the  surrender  of  such
certificate,  issue  a new  stock  certificate  in the  name  of the  transferee
provided that there has been  compliance  with the provisions of subsection 1.06
above.



         2.02  Additional  Legends.  The Company may also impose any  additional
legend required under  applicable  federal or state securities laws or permitted
under its bylaws and shall be  entitled  to issue stop  transfer  notices on its
books with respect to any securities  purchased  hereunder  until the conditions
set forth in the applicable legends have been met.


         Dated: _______________



                                    --------------------------------------------

                                    (Signature of Registered Owner)


                                    --------------------------------------------
                                    (Name)


                                    --------------------------------------------
                                    (Street Address)


                                    --------------------------------------------
                                    (City, State, Zip Code)



                                    --------------------------------------------
                                    Social Security or Tax Identification Number



                                       9
<PAGE>

                  If the number of Shares  issuable upon this exercise shall not
be all of the Shares which the undersigned is entitled to purchase in accordance
with  the  enclosed  Warrant,  the  undersigned  requests  that  a  new  warrant
evidencing  the right to  purchase  the  Shares  not  issuable  pursuant  to the
exercise evidenced hereby be issued in the name of and delivered to:



  ------------------------------------------------------------------------------

                         (Please print name and address)

  ------------------------------------------------------------------------------

  ------------------------------------------------------------------------------



         Date:  _______________    Name of Holder:

                                            (Print)_____________________________



                                            (By)________________________________

                                            (Name:)

                                            (Title:)



                                   (Signature  must  conform in  all respects to
                                   name of  holder  as  specified on the face of
                                   the Warrant)



                                       10
<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE

                               FORM OF ASSIGNMENT


                 (To be signed only upon assignment of Warrant)



  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:


                       ----------------------------------

                       ----------------------------------

                       ----------------------------------


          (Name and address of assignee must be printed or typewritten)


         ___________   shares  of  Oryx  Technology   Corporation  Common  Stock
purchasable  under the  within  Warrant,  hereby  irrevocably  constituting  and
appointing ______________________ Attorney to transfer said Warrant on the books
of the Company, with full power of substitution in the premises.


         Dated: ___________



                                                -------------------------------

                                                (Signature of Registered Owner)






                                       11
<PAGE>


                                    EXHIBIT B

                             Schedule of Exceptions


                                      None.


<PAGE>


                                    EXHIBIT C

                     Certificate of Incorporation and Bylaws




<PAGE>


                                    EXHIBIT D

                          Registration Rights Agreement



<PAGE>

                           ORYX TECHNOLOGY CORPORATION

                          REGISTRATION RIGHTS AGREEMENT


         This  Registration  Rights  Agreement (the  "Agreement")  is made as of
October  31,  2001  by  and  among  Oryx  Technology  Corporation,   a  Delaware
corporation (the "Company"),  having its principal  executive offices located at
4340 Almaden Expressway,  Suite 220, San Jose,  California 95118 and the persons
listed on the signature  page hereto as  Purchasers  (each,  a "Purchaser"  and,
together, the "Purchasers").

                                    RECITALS

         A.       The  Company and the  Purchasers  have  entered  into a Common
Stock and Warrant Purchase Agreement dated as of October 31, 2001 (the "Purchase
Agreement").

         B.       It is a condition to closing under the Purchase Agreement that
the Company and the Purchasers enter into this Registration Rights Agreement.

         NOW, THEREFORE, in consideration of the foregoing, the parties agree as
follows:

                                    AGREEMENT

         1.       Certain Definitions.  As used in this Agreement, the following
terms shall have the following respective meanings:

                  "Commission"  shall  mean the  United  States  Securities  and
Exchange Commission or any successor agency.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, or any successor law thereto.

                  "Holder"  shall  mean each  Purchaser  and any  transferee  of
Registrable  Securities  who  pursuant  to  Section  13  below  is  entitled  to
registration rights hereunder.

                  "Common" shall mean shares of the Company's  authorized Common
Stock issued and sold by the Company pursuant to the Purchase Agreement.

                  "Purchaser"  shall mean each person or entity who has acquired
shares of Common and any related  securities  pursuant to the Purchase Agreement
and who is a signatory to this Agreement.

                  "Registrable Securities" shall mean (i) shares of Common; (ii)
any Common  Stock of the Company  issued upon  exercise of the  Warrants;  (iii)
shares of the Company's Common Stock or other securities issued or issuable upon
any stock split, stock dividend, recapitalization, or similar event with respect
to or in  replacement of the shares  referenced in (i) or (ii) above;  provided,


<PAGE>

however,  that  Registrable  Securities  shall not  include (a) shares of Common
Stock that have been sold to or through a broker or dealer or  underwriter  in a
public distribution or public securities transaction, (b) shares of Common Stock
sold in a  transaction  exempt from the  registration  and  prospectus  delivery
requirements  of the  Securities  Act under  Section  4(1)  thereof  so that all
transfer  restrictions and restrictive legends with respect thereto, if any, are
removed upon the  consummation of such sale, or (c) Registrable  Securities sold
by a person in a  transaction  in which  rights  under  this  Agreement  are not
assigned.

         The  terms  "register,"  "registered,"  and  "registration"  refer to a
registration  effected  by  preparing  and filing a  registration  statement  in
compliance  with the  Securities  Act,  and the  declaration  or ordering of the
effectiveness of such registration statement.

                  "Registration  Expenses"  shall mean all expenses  incurred by
the  Company  in  complying  with  Sections 5 and 6 hereof,  including,  without
limitation, all registration,  qualification and filing fees, printing expenses,
escrow fees, fees and disbursements of counsel for the Company, accounting fees,
blue sky fees and expenses, and the expense of any special audits incident to or
required by any such registration but excluding all Selling Expenses.

                  "Restricted  Securities"  shall  mean  the  securities  of the
Company  required  to bear the  legend  set forth in  Section  3 hereof  (or any
similar legend).

                  "Securities  Act" shall mean the  Securities  Act of 1933,  as
amended, or any successor law thereto.

                  "Selling Expenses" shall mean all underwriting discounts, fees
and  disbursements  of counsel to the Holders,  selling  commissions,  and stock
transfer taxes applicable to the securities registered by the Holders.

                  "Warrants"  shall mean the  warrants to purchase  Common Stock
issued pursuant to the Purchase  Agreement.

         2.       Restrictions  on  Transferability.  The Restricted  Securities
shall  not  be  transferable  except  upon  the  conditions  specified  in  this
Agreement,   which  conditions  are  intended  to  ensure  compliance  with  the
provisions of the  Securities  Act. In no event shall  Restricted  Securities be
transferred, without the prior written consent of the Company, to any entity (or
any affiliate  thereof) whose principal business is competitive with that of the
Company (as  determined by the Board of Directors of the Company  acting in good
faith)  and any  such  attempted  transfer  shall be void ab  initio;  provided,
however,  that no affiliate of a holder of Restricted Securities shall be deemed
to be a competitor  of the Company.  Each holder of Restricted  Securities  will
cause any proposed  transferee of the Restricted  Securities held by such holder
to agree to take and hold such Restricted  Securities  subject to the provisions
and upon the conditions specified in this Agreement.

         3.       Restrictive  Legend.  Each  certificate  representing  (i) the
Common,  (ii) the Warrants,  (iii) shares of the  Company's  Common Stock issued
upon exercise of the Warrants,  and (iv) any other securities  issued in respect
of the Common  Stock upon any stock  split,  stock  dividend,


                                       -2-

<PAGE>

recapitalization,   merger,   consolidation  or  similar  event,  shall  (unless
otherwise  permitted  by the  provisions  of  Section  4 below)  be  stamped  or
otherwise  imprinted  with a legend  in  substantially  the  following  form (in
addition to any legend required under applicable state securities laws):

         THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF
         1933, AS AMENDED.  THEY MAY NOT BE SOLD,  OFFERED FOR SALE,  PLEDGED OR
         HYPOTHECATED IN THE ABSENCE OF A REGISTRATION  STATEMENT IN EFFECT WITH
         RESPECT  TO THE  SECURITIES  UNDER  SUCH ACT OR AN  OPINION  OF COUNSEL
         SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

         The  Purchasers  and any  Holder  consent  to the  Company's  making  a
notation on its records and giving  instructions  to any  transfer  agent of the
Common and the Warrants  (including  any Common Stock  issuable upon exercise of
the Warrants) in order to implement the restrictions on transfer  established in
this Section.


         4.       Notice of Proposed  Transfers.  The holder of each certificate
representing Restricted Securities by acceptance thereof agrees to comply in all
respects with the provisions of this Section.  Prior to any proposed transfer of
any Restricted  Securities,  unless there is in effect a registration  statement
under the  Securities  Act covering the proposed  transfer,  the holder  thereof
shall give written  notice to the Company of such  Holder's  intention to effect
such transfer.  Each such notice shall describe the manner and  circumstances of
the  proposed  transfer  in  sufficient  detail,  and shall,  if the  Company so
requests,  be accompanied by either (i) a written opinion of legal counsel,  who
shall be reasonably  satisfactory  to the Company,  addressed to the Company and
reasonably  satisfactory in form and substance to the Company's counsel,  to the
effect that the proposed  transfer of the Restricted  Securities may be effected
without  registration under the Securities Act or (ii) a "No Action" letter from
the  Commission  to the effect  that the  transfer  of such  securities  without
registration  will not result in a recommendation by the staff of the Commission
that  action  be taken  with  respect  thereto,  whereupon  the  holder  of such
Restricted  Securities shall be entitled to transfer such Restricted  Securities
in  accordance  with the  terms of the  notice  delivered  by the  holder to the
Company. Each certificate  evidencing the Restricted  Securities  transferred as
above provided shall bear the appropriate  restrictive  legends described above,
except that such certificate  shall not bear any such restrictive  legend if, in
the  opinion  of  counsel  for  the  Company,   such  legend  is  not  required.
Notwithstanding  the  foregoing,  no  opinion  or "no  action"  letter  shall be
required  for a transfer by a Holder to (i) a partner,  active or retired,  of a
Holder of Restricted Securities;  (ii) the estate of any such partner; (iii) any
spouse,  lineal  descendant or ancestor,  or spouse of any lineal  descendant or
ancestor  of any Holder or to any trust for the  benefit of such  Holder or such
persons;  or (iv) any  affiliate  of a Holder as  defined  in Rule  12b-2 of the
Exchange  Act.


         5.       Company  Registration.


                  (a) Notice of Registration.  If the Company shall determine to
register any of its  securities,  either for its own account or the account of a
security  holder or holders  exercising  their  respective  demand  registration
rights, other than: (i) a registration relating solely to employee benefit


                                       -3-

<PAGE>

plans or (ii) a registration  relating solely to a transaction  pursuant to Rule
145 promulgated under the Securities Act, the Company will:

                           (x)  promptly  give to  each  Holder  written  notice
thereof; and

                           (y)  include in such  registration  (and any  related
qualification under blue sky laws or other compliance),  and in any underwriting
involved therein, all the Registrable  Securities specified in a written request
or requests,  made within 20 days after receipt of such written  notice from the
Company, by any Holder or Holders.

                  (b) Underwriting.  Notwithstanding any other provision of this
Section, if the managing underwriter determines that marketing factors require a
limitation of the number of shares to be underwritten,  the managing underwriter
may  limit  the  number  of  Registrable   Securities  to  be  included  in  the
registration  and  underwriting.  In such event, the Company shall so advise all
Holders of  Registrable  Securities  which would  otherwise  be  registered  and
underwritten pursuant hereto, and the number of shares of Registrable Securities
that may be included in the  registration  and  underwriting  shall be allocated
among the Holders in  proportion,  as nearly as  practicable,  to the respective
amounts of Registrable Securities held by such Holders; provided,  however, that
no other selling  securityholder  of the Company may include  securities in such
registration  if  any  Registrable   Securities  of  the  Holders  are  excluded
hereunder. If any Holder disapproves of the terms of any such underwriting, such
Holder may elect to withdraw  therefrom by written notice to the Company and the
managing underwriter. Any Registrable Securities excluded or withdrawn from such
underwriting shall be withdrawn from such registration.

                  (c) Right to Terminate  Registration.  The Company  shall have
the right to terminate or withdraw any  registration  initiated by it under this
Section  prior to the  effectiveness  of such  registration  whether  or not any
Holder has elected to include securities in such registration.

         6.       Registration  on Form S-3. At any time after October 31, 2002,
each  Holder or any group of Holders  shall  have the right to request  that the
Company register such Registrable Securities on Form S-3 (such requests to be in
writing  and to state  the  number of shares  of  Registrable  Securities  to be
disposed of and the intended  method of  disposition of such shares by each such
Holder), subject to the following limitations:

                           (i) the Company shall not be obligated to effect such
registration  if Form S-3 is not available  for such offering of the  requesting
Holders;

                           (ii) the Company  shall not be  obligated  to cause a
registration  on Form S-3 to become  effective  prior to 90 days  following  the
effective date of a  Company-initiated  registration  (other than a registration
effected  solely to qualify  an  employee  benefit  plan or to effect a business
combination pursuant to Rule 145);


                           (iii) the Company  shall not be obligated to take any
action to effect any such  registration  (i) in any particular  jurisdiction  in
which the Company  would be required to execute a general  consent to service of
process in effecting such registration  unless the Company is


                                      -4-

<PAGE>

already subject to jurisdiction  and except as may be required by the Securities
Act,  and (ii) to the extent  that the  Company  would be required to qualify or
exempt  such  sale of  securities  under  applicable  blue  sky or  other  state
securities laws in more than ten (10) states;

                           (iv) the  Company  shall not be  required to effect a
registration  on Form S-3 unless the Holder or Holders  requesting  registration
propose to  dispose  of shares of  Registrable  Securities  having an  aggregate
disposition  price (before  deduction of underwriting  discounts and expenses of
sale) of at least $250,000;

                           (v) the Company  shall not be required to effect more
than one (1) registration on Form S-3 in any six (6)-month period;

                           (vi) the Company shall not be required to effect more
than two (2)  registrations on Form S-3 for the Holders pursuant to this Section
6;

                           (vii) the  Company  shall not be required to maintain
and keep any such  registration  on Form S-3 effective for a period greater than
the  period  equal  to the  shorter  of (x) 45  days  or (y)  such  date  as the
disposition of the Registrable  Securities subject to such registration has been
completed; and

                           (viii)  the  Company  may  defer  the  filing of such
registration  statement  for a period  of up to 120 days  after  receipt  of the
request of the Holder or Holders  requesting such  registration,  if in the good
faith judgment of the Company's  Board of Directors,  it would be detrimental to
the Company  and its  stockholders  if the  registration  statement  were filed;
provided, however, that the Company may not utilize this right more than once in
any 12-month period.

         The  Company  shall  give  notice to all  Holders  of the  receipt of a
request for registration pursuant to this Section and shall provide a reasonable
opportunity  for all such other  Holders  to  participate  in the  registration.
Subject to the  foregoing,  the  Company  will use its  commercially  reasonable
efforts  to effect  promptly  the  registration  of all  shares  of  Registrable
Securities on Form S-3 to the extent  requested by the Holder or Holders thereof
for purposes of disposition.

         7.       Expenses of Registration.  All Registration  Expenses incurred
in connection with any registration,  qualification,  or compliance  pursuant to
Sections  5 and 6 shall  be  borne  by the  Company.  All  Selling  Expenses  in
connection with any registration,  qualification,  or compliance hereunder shall
be borne by the Holders  pro-rata based on the number of Registrable  Securities
so registered.

         8.       Registration  Procedures.  In the  case of each  registration,
qualification or compliance  effected by the Company pursuant to this Agreement,
the Company  will keep each Holder  advised in writing as to the  initiation  of
each  registration,  qualification  and  compliance  and  as to  the  completion
thereof.  In  connection  with  any  registration   effected  pursuant  to  this
Agreement,  the Company will prepare and file such amendments and supplements to
its registration  statement as may be necessary to comply with the provisions of
the Securities Act with respect to the disposition of all securities  covered by
such  registration  statement.  At its  expense,  the Company  will furnish such
number of


                                      -5-

<PAGE>

prospectuses and other documents  incident thereto as a Holder from time to time
may reasonably request.

         9.       Termination of Registration  Rights.  The registration  rights
granted  pursuant to this Agreement shall terminate with respect to a particular
Holder,  such  time as such  Holder  is  eligible  to sell all of such  Holder's
Registrable  Securities  under  Rule  144 or  other  applicable  exemption  from
registration under the Securities Act within a three month period.

         10.      Indemnification.

                  (a) To the extent permitted by law, the Company will indemnify
each Holder,  each of its  officers,  directors  and partners and such  Holder's
legal counsel and  independent  accountants,  and each person  controlling  such
Holder within the meaning of Section 15 of the  Securities  Act, with respect to
which  registration,  qualification or compliance has been effected  pursuant to
this Agreement,  and each underwriter,  if any, and each person who controls any
underwriter  within the meaning of Section 15 of the Securities Act, against all
expenses,  claims,  losses,  damages  and  liabilities  (or  actions  in respect
thereof),  including  any  of  the  foregoing  incurred  in  settlement  of  any
litigation,  commenced  or  threatened,  arising  out of or based on any  untrue
statement (or alleged  untrue  statement)  of a material  fact  contained in any
registration statement,  prospectus, offering circular or other document, or any
amendment   or   supplement   thereto,   incident  to  any  such   registration,
qualification or compliance,  or based on any omission (or alleged  omission) to
state therein a material fact required to be stated therein or necessary to make
the statements  therein,  in light of the circumstances in which they were made,
not  misleading,  or any violation by the Company of the  Securities  Act or the
Exchange  Act or the  securities  laws of any  state or any  rule or  regulation
thereunder,  and  relating  to action or  inaction  required  of the  Company in
connection with any such  registration,  qualification  or compliance,  and will
reimburse  each such Holder,  each of its  officers,  directors and partners and
such  Holder's  legal  counsel  and  independent  accountants,  and each  person
controlling such Holder,  each such underwriter and each person who controls any
such underwriter,  for any legal and any other expenses  reasonably  incurred in
connection  with  investigating,  preparing or defending  any such claim,  loss,
damage, liability or action, provided that the Company will not be liable in any
such case to the extent that any such claim, loss, damage,  liability or expense
arises out of or is based on any untrue  statement or omission or alleged untrue
statement  or omission,  made in reliance  upon and in  conformity  with written
information  furnished  to the Company by an  instrument  duly  executed by such
Holder  or  underwriter  and  stated to be  specifically  for use  therein;  and
provided,  further,  that the  Company  will not be liable to any such person or
entity with respect to any such untrue  statement or omission or alleged  untrue
statement or omission made in any  preliminary  prospectus  that is corrected in
the  final  prospectus  filed  with  the  Commission  pursuant  to  Rule  424(b)
promulgated  under the  Securities  Act (or any  amendment or supplement to such
prospectus) if the person  asserting any such loss,  claim,  damage or liability
purchased  securities  but was not  sent or given a copy of the  prospectus  (as
amended or supplemented) at or prior to the written  confirmation of the sale of
such securities to such person in any case where such delivery of the prospectus
(as amended or  supplemented)  is required by the  Securities  Act,  unless such
failure to deliver the prospectus (as amended or  supplemented)  was a result of
the Company's  failure to provide such prospectus (as amended or  supplemented).


                                      -6-

<PAGE>

                  (b)  To  the  extent  permitted  by  law,  each  Holder  will,
severally and not jointly,  if  Registrable  Securities  held by such Holder are
included  in the  securities  as to which such  registration,  qualification  or
compliance is being effected,  indemnify the Company,  each of its directors and
officers and its legal counsel and independent accountants, each underwriter, if
any, of the Company's securities covered by such a registration statement,  each
person who  controls  the  Company  or such  underwriter  within the  meaning of
Section  15 of the  Securities  Act,  and each other  such  Holder,  each of its
officers,  directors and partners and each person controlling such Holder within
the meaning of Section 15 of the  Securities  Act,  against all claims,  losses,
damages and liabilities (or actions in respect  thereof) arising out of or based
on any untrue  statement  (or  alleged  untrue  statement)  of a  material  fact
contained in any such registration statement,  prospectus,  offering circular or
other  document,  or any  omission  (or  alleged  omission)  to state  therein a
material fact required to be stated  therein or necessary to make the statements
therein,  in light of the circumstances in which they were made, not misleading,
and will reimburse the Company,  such Holders, such directors,  officers,  legal
counsel, independent accountants,  underwriters or control persons for any legal
or any other expenses  reasonably  incurred in connection with  investigating or
defending any such claim, loss, damage, liability or action, in each case to the
extent,  but only to the extent,  that such untrue  statement (or alleged untrue
statement)  or  omission  (or  alleged  omission)  is made in such  registration
statement,  prospectus, offering circular or other document in reliance upon and
in conformity with written information furnished to the Company by an instrument
duly  executed by such  Holder and stated to be  specifically  for use  therein;
provided,  however,  that the  obligations  of such Holders  hereunder  shall be
limited to an amount equal to the proceeds,  net of  underwriting  discounts and
commissions but not expenses, to each such Holder of Registrable Securities sold
as contemplated herein.

                  (c) Each party entitled to indemnification  under this Section
(the  "Indemnified  Party")  shall give notice to the party  required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the  Indemnifying  Party to assume  the  defense of any such claim or any
litigation  resulting  therefrom,  provided  that  counsel for the  Indemnifying
Party,  who shall  conduct  the  defense of such claim or  litigation,  shall be
approved by the  Indemnified  Party (whose  approval  shall not be  unreasonably
withheld),  and the  Indemnified  Party may  participate in such defense at such
party's expense,  and provided further that the failure of any Indemnified Party
to give notice as provided  herein shall not relieve the  Indemnifying  Party of
its  obligations  under this  Agreement,  except to the extent,  but only to the
extent,  that the  Indemnifying  Party's ability to defend against such claim or
litigation  is  impaired  as a  result  of  such  failure  to  give  notice.  No
Indemnifying  Party,  in the  defense  of any such claim or  litigation,  shall,
except  with the  consent  of each  Indemnified  Party,  consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such  Indemnified  Party
of a release from all liability in respect to such claim or litigation.


                  (d) If the indemnification  provided for in this Section 10 is
held by a court of competent  jurisdiction  to be  unavailable to an Indemnified
Party with respect to any loss, liability, claim, damage, or expense referred to
therein,  then the Indemnifying  Party, in lieu of indemnifying such Indemnified
Party hereunder, shall contribute to the amount paid or payable by such


                                      -7-

<PAGE>

indemnified party as a result of such loss, liability, claim, damage, or expense
in such  proportion  as is  appropriate  to reflect  the  relative  fault of the
Indemnifying  Party on the one hand and of the Indemnified Party on the other in
connection  with  the  statements  or  omissions  that  resulted  in such  loss,
liability,  claim,  damage,  or expense as well as any other relevant  equitable
considerations.  The  relative  fault  of  the  Indemnifying  Party  and  of the
Indemnified  Party shall be  determined  by reference  to,  among other  things,
whether  the  untrue or  alleged  untrue  statement  of a  material  fact or the
omission  to state a  material  fact  relates  to  information  supplied  by the
Indemnifying Party or by the Indemnified Party and the parties' relative intent,
knowledge,  access to  information,  and  opportunity to correct or prevent such
statement or omission. In no event shall any contribution by a Holder under this
Section  10(d)  combined  with any amounts paid pursuant to Section 10(b) above,
exceed the  proceeds,  net of  underwriting  discounts and  commissions  but not
expenses,  from the offering received by such Holder.


         11.      Information  by Holder.  The Holder or Holders of  Registrable
Securities  included  in any  registration  shall  furnish to the  Company  such
information  regarding such Holder or Holders and the  distribution  proposed by
such  Holder or Holders as the  Company  may  request in writing and as shall be
required  in  connection  with any  registration,  qualification  or  compliance
referred to in this Agreement.

         12.      Rule  144  Reporting.  With a view  to  making  available  the
benefits of certain rules and  regulations  of the  Commission  which may at any
time  permit  the  sale  of the  Restricted  Securities  to the  public  without
registration, the Company agrees to use its best efforts to:

                  (a) make and keep public information available, as those terms
are understood and defined in Rule 144 promulgated under the Securities Act;

                  (b) file with the  Commission  in a timely  manner all reports
and other  documents  required of the Company under the  Securities  Act and the
Exchange Act; and

                  (c) furnish to Holders upon request a written  statement as to
its compliance with the reporting requirements of Rule 144 and of the Securities
Act and the Exchange Act, a copy of the most recent  annual or quarterly  report
of the Company,  and such other reports and documents of the Company as a Holder
may  reasonably  request in  availing  itself of any rule or  regulation  of the
Commission   allowing   such  Holder  to  sell  any  such   securities   without
registration.

         13.      Transfer of Rights.  Provided  that the Company is given prior
written notice of such  assignment,  the rights  granted  hereunder to cause the
Company to register  securities  may be assigned to (i) a transferee or assignee
who  acquires at least 5,000  shares of  Registrable  Securities  (appropriately
adjusted for any stock split, stock dividend, recapitalization, or similar event
after the date hereof) and who agrees to be bound by the terms and conditions of
this Agreement or (ii) any affiliate or constituent partner of a Holder.

         14.      Governing  Law.  This  Agreement  shall  be  governed  by  and
interpreted  in  accordance  with the laws of the State of  California,  without
regard to the conflicts of laws provisions thereof.  The parties hereto agree to
submit to the  jurisdiction  of the  federal  and  state  courts of the State of


                                      -8-

<PAGE>

California with respect to the breach or interpretation of this Agreement or the
enforcement of any and all rights, duties, liabilities,  obligations, powers and
other relations between the parties arising under this Agreement.

         15.      Notices, etc. All notices and other communications required or
permitted  hereunder shall be in writing and shall be deemed  effectively  given
upon  delivery to the party to be  notified  in person or by courier  service or
five (5) days after  deposit  with the United  States  mail,  by  registered  or
certified mail, postage prepaid, addressed (a) if to a Holder of any Registrable
Securities,  to such address as such Holder shall have  furnished the Company in
writing, or, until any such Holder so furnishes an address to the Company,  then
to and at the address of the last holder of such securities who has so furnished
an address  to the  Company,  or (b) if to the  Company,  to the  address of its
principle  executive  offices  and  addressed  to the  attention  of  the  Chief
Executive Officer,  or at such other address as the Company shall have furnished
to the Holders in writing.

         16.      Amendment.  Any  provision of this  Agreement  may be amended,
waived or modified upon the written  consent of (i) the Company and (ii) Holders
of a majority of the then  outstanding  Registrable  Securities.  Any Holder may
waive any of his or her rights or the Company's  obligations  hereunder  without
obtaining the consent of any other person.

         17.      Entire  Agreement.  This  Agreement  constitutes  the full and
entire  understanding  among the parties  regarding the subject  matter  herein.
Except as otherwise expressly provided herein, the provisions hereof shall inure
to the  benefit  of,  and be  binding  upon,  the  successors,  assigns,  heirs,
executors and  administrators  of the parties  hereto.

         18.      Counterparts.  This Agreement may be executed in any number of
counterparts, each of which shall be an original and all of which together shall
constitute one instrument.


                                      -9-

<PAGE>


         IN WITNESS  WHEREOF,  the undersigned  have executed this  Registration
Rights Agreement as of the date set forth above.

"COMPANY"                             ORYX TECHNOLOGY CORPORATION
                                      a Delaware corporation


                                      By:_______________________________________
                                         Philip J. Micciche
                                         President and Chief Executive Officer



"PURCHASERS"                          CRENSHAW INVESTMENTS


                                      By:      _________________________________
                                      Name:    Peter Brigham
                                      Title:   Company Secretary


                                      VMR HIGH OCTANE FUND


                                      By:      _________________________________
                                      Name:    Richard Hubbard
                                      Title:   Director


                                      NORTHLEA PARTNERS LTD.


                                      By:      _________________________________
                                      Name:    John H Abeles BD
                                      Title:   General Partner


                                      -10-

<PAGE>
                                    EXHIBIT E

                              Financial Statements