EXHIBIT 10.1


                         EQUITY LINE OF CREDIT AGREEMENT
AGREEMENT dated as of the 14th day of August 2001, (the "Agreement") between DRH
Investment Company, LLC, Dutchess Private Equities Fund, L.P. (collectively, the
"Investors"),  whose  addresses  are  listed  on Schedule I attached hereto, and
FLEXXTECH  CORPORATION,  a  corporation organized and existing under the laws of
the  State  of  Nevada  (the  "Company").

WHEREAS,  the  parties desire that, upon the terms and subject to the conditions
contained  herein, the Company may issue and sell to the Investors, from time to
time  as  provided  herein,  and  the  Investors  shall  purchase  shares of the
Company's  common  stock,  par  value  $0.001  (the "Common Stock"), for a total
purchase  price  of  up  to  Ten  Million  ($10,000,000.00)  Dollars;  and

WHEREAS,  such  investments  will  be  made  in  reliance upon the provisions of
Regulation  D  ("Regulation  D")  promulgated  under the Securities Act, and the
regulations  promulgated  thereunder,  and or upon such other exemption from the
registration requirements of the Securities Act as may be available with respect
to  any  or  all  of  the  investments  to  be  made  hereunder;  and

NOW,  THEREFORE,  the  parties  hereto  agree  as  follows:

ARTICLE  I.

CERTAIN  DEFINITIONS

Section  1.1     "Advance"  shall  mean  the  portion  of  the Commitment Amount
requested  by  the  Company  in  the  Advance  Notice.

Section  1.2     "Advance  Closing" shall mean one of the closings of a purchase
and  sale  of  Common  Stock  pursuant  to  Section  2.1.

Section 1.3     "Advance Closing Date" shall mean the date of an Advance Closing

Section  1.4     "Advance Notice Date" shall mean each date on which the Company
delivers  to  the Investors an Advance Notice requiring the Investors to advance
funds  to the Company subject to the terms of this Agreement.  An Advance Notice
shall  be deemed delivered on (i) the Trading Day if it is received by facsimile
or  otherwise  by  the  Investors  prior to 12:00 noon Eastern Time, or (ii) the
immediately  succeeding  Trading Day if it is received by facsimile or otherwise
after  12:00 noon Eastern Time on a Trading Day or at any time on a day which is
not a Trading Day.  No Advance Notice may be deemed delivered on any day that is
not  a  Trading  Day.  No  Advance  Notice Date shall be less than thirteen (13)
Trading  Days  after  the  prior  Advance  Notice  Date.

Section  1.5     "Advance  Date"  shall  mean  the  date  the Escrow Agent is in
receipt  of  the  funds  from the Investors and is in possession of free trading
shares  from  the Company and therefore funds can be released to the Company and
free  trading  shares can be released to the Investors. No Advance Date shall be
less  than  thirteen (13) Trading Days after an Advance Notice Date or less than
thirteen  (13)  Trading  Days  after  a  previous  Advance  Date.

Section  1.6     "Advance  Notice" shall mean a notice to the Investors from the
Company  setting  forth the Advance that the Company requests from the Investors
and  the  proposed  Advance Date, for such Advance, substantially in the form of
Exhibit  D  annexed  hereto.

Section  1.7     "Average  Daily  Volume" shall be computed using the forty (40)
Trading  Days  prior  to  the  respective  Advance  Date.

Section  1.8     "Bid  Price" shall mean, on any date, the closing bid price (as
reported  by  Bloomberg  L.P.) of the Common Stock on the Principal Market or if
the  Common  Stock is not traded on a Principal Market, the highest reported bid
price  for  the  Common  Stock,  as  furnished  by  the  National Association of
Securities  Dealers,  Inc.

Section  1.9     "Commitment  Amount"  shall  mean the aggregate amount of up to
$10,000,000.00,  which  the  Investors  have agreed to provide to the Company in
order  to  purchase  the  Company's  Common  Stock  pursuant  to  the  terms and
conditions  of  this  Agreement.

Section  1.10     "Commitment  Period"  shall  mean  the  period  commencing the
Effective Date and expiring on the earlier to occur of (x) the date on which the

     Investors  shall  have  made  Advances  pursuant  to  this Agreement in the
aggregate  amount  of  $10,000,000.00, (y) the date this Agreement is terminated
pursuant  to  Section 2.5, or (z) the date occurring thirty-six (36) months from
the  Effective  Date.

Section 1.11     "Common Stock" shall mean the Company's common stock, par value
                  $0.001.

Section  1.12     "Condition Satisfaction Date" shall have the meaning set forth
in  Section  7.2.

Section  1.13     "Damages" shall mean any loss, claim, damage, liability, costs
and  expenses  (including,  without  limitation,  reasonable attorney's fees and
disbursements  and  costs  and  expenses of expert witnesses and investigation).

Section  1.14     "Effective  Date"  shall  mean the date on which the SEC first
declares  the  Registration Statement, thereby effective, registering the resale
of  the  Registrable  Securities  as  set  forth  in  Section  7.2(a).

Section  1.15     "Escrow  Agent"  shall  mean  First  Union  National  Bank.

Section  1.16     "Escrow  Agreement" shall mean the Escrow Agreement, dated the
date  hereof,  among  the  Company,  the  Investors  and  the Escrow Agent named
therein,  substantially  in  the  form  of  Exhibit  B  annexed  hereto.

Section  1.17     "Exchange Act" shall mean the Securities Exchange Act of 1934,
as  amended,  and  the  rules  and  regulations  promulgated  thereunder.

Section  1.18     "Material  Adverse  Effect"  shall  mean  any  condition,
circumstance, or situation that would prohibit or otherwise materially interfere
with the ability of the Company to enter into and perform any of its obligations
under  this  Agreement  or  the  Registration  Rights  Agreement in any material
respect.

Section  1.19     "Market  Price" shall mean the lowest closing Bid Price of the
Common  Stock  reported  during  the  Pricing  Period.

Section  1.20     "Maximum Advance Amount" shall be equal to two hundred percent
     (200%)  of  the  Average Daily Volume of the Common Stock multiplied by the
lowest closing bid price for the Common Stock during the forty (40) Trading Days
prior  to  the  respective  Advance  Notice  Date,  but  in  no  event more than
$1,000,000.

Section  1.21     "NASD"shall  mean  the  National  Association  of  Securities
Dealers,  Inc.

Section  1.22     "Person"  shall  mean  an  individual,  a  corporation,  a
partnership,  an association, a trust or other entity or organization, including
a  government  or political subdivision or an agency or instrumentality thereof.

Section  1.23     "Placement  Agent"  shall  mean  May  Davis  Group,  Inc.

Section  1.24     "Pricing  Period"  shall mean the ten (10) consecutive Trading
Day  period  beginning  on  the first trading day after the Advance Notice Date.

Section  1.25     "Principal  Market" shall mean the Nasdaq National Market, the
Nasdaq  SmallCap Market, the Over-The-Counter Bulletin Board, the American Stock
Exchange  or the New York Stock Exchange, whichever is at the time the principal
trading  exchange  or  market  for  the  Common  Stock.

Section 1.26     "Purchase Price", as to any Pricing Period, shall be set at 91%
     of  the  Market  Price  for  the  same  Pricing  Period.

Section  1.27     "Registrable Securities" shall mean the shares of Common Stock
(i)  in  respect  of  which  the  Registration  Statement  has not been declared
effective,  or  if declared effective has thereafter been suspended, by the SEC,
(ii)  which have not been sold under circumstances meeting all of the applicable
conditions  of  Rule  144  (or  any  similar  provision then in force) under the
Securities  Act  ("Rule 144") or (iii) which have not been otherwise been resold
to  a  holder who may trade such shares without restriction under the Securities
Act,  and  the  Company  has  delivered  a  new certificate or other evidence of
ownership  for  such  securities  not  bearing  a  restrictive  legend.

Section  1.28     "Registration  Rights  Agreement"  shall mean the Registration
Rights  Agreement,  dated the date hereof, between the Investors and the Company
regarding  the  filing  of  the  Registration  Statement  for  the resale of the
Registrable  Securities,  entered  into  between  the Company and the Investors,
substantially  in  the  form  of  Exhibit  A  annexed  hereto.

Section 1.29     "Registration Statement" shall mean a registration statement on
     Form  SB-1, Form SB-2 or Form S-3 (if use of such form is then available to
the  Company  pursuant  to  the rules of the SEC and, if not, on such other form
promulgated  by  the  SEC for which the Company then qualifies and which counsel
for  the  Company  shall deem appropriate, and which form shall be available for
the  resale  of  the  Registrable  Securities  to  be  registered  thereunder in
accordance  with  the  provisions  of this Agreement and the Registration Rights
Agreement,  and  in  accordance with the intended method of distribution of such
securities),  for  the  registration  of  the  resale  by  the  Investors of the
Registrable  Securities  under  the  Securities  Act.

Section 1.30     "Regulation D" shall have the meaning set forth in the recitals
     of  this  Agreement.

Section  1.31     "SEC"  shall mean the U.S. Securities and Exchange Commission.

Section  1.32     "Securities  Act"  shall  mean  the Securities Act of 1933, as
amended.

Section  1.33     "Securities  Purchase  Agreement"  shall  mean  the Securities
Purchase  Agreement,  dated  the  date  hereof,  between  the  Company  and  the
Purchasers  named  therein.

Section  1.34     "SEC  Documents"  shall  mean  Annual  Reports on Form 10-KSB,
Quarterly  Reports  on  Form  10-QSB,  Current  Reports  on  Form  8-K and Proxy
Statements  of  the  Company  as  supplemented  to the date hereof, filed by the
Company  for  a  period of at least twelve (12) months immediately preceding the
date  hereof  or  the  Advance  Date, as the case may be, until such time as the
Company  no  longer  has  an  obligation  to  maintain  the effectiveness of the
Registration  Statement  as  set  forth  in  the  Registration Rights Agreement.

Section  1.35     "Trading  Day"  shall  mean any day during which the Principal
Market  for  the  Company's  Common  Stock  shall  be  open  for  trading.

ARTICLE  II.

ADVANCES

Section  2.1     Advances.
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     Upon  the  terms  and  conditions  set  forth  herein  (including  without
limitation,  the  provisions  of  Article  VII),  on any Advance Notice Date the
Company  may  request  an Advance by the Investors by the delivery of an Advance
Notice.  The  number  of  shares of Common Stock that the Company shall issue to
the  Investors  in  exchange  for  the respective Advance shall be determined by
dividing  the  amount  of  the  Advance  requested  by the Advance Notice by the
Purchase Price for the respective Pricing Period.  No fractional shares shall be
issued  in  response  to  any  Advance  Notice,  and fractional shares resulting
therefrom  shall  be  rounded  to  the  next  higher  whole  number  of  shares.

     Section  2.2  Advance  Notice.
                   ---------------

     At  any  time  during  the  Commitment  Period,  the Company may deliver an
Advance  Notice to the Investors, subject to the conditions set forth in Section
2.7  and  Section 7.2; provided, that, the amount for each Advance as designated
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by  the  Company  in  the  applicable  Advance Notice shall not be more than the
Maximum  Advance  Amount  applicable to the respective Advance Notice Date.  The
aggregate amount of the Advances pursuant to this Agreement shall not exceed the
Commitment  Amount.  There  will  be  a  minimum  of  thirteen (13) Trading Days
between  any  two  Advance Notice Dates.  Subject to the conditions set forth in
this  Agreement, following the Investors' receipt of a validly delivered Advance
Notice,  the Investors shall be required to purchase from the Company during the
related  Pricing Period that number of shares having an aggregate Purchase Price
equal  to  the  lesser of (i) the dollar amount set forth in the Advance Notice,
and  (ii)  150%  of  the  total  Average  Daily Volume during the Pricing Period
multiplied  by  the  Purchase Price, but only if said shares bear no restrictive
legend,  are  not  subject  to  stop transfer instructions and are being held in
escrow  on  the  respective  Advance  Closing  Date.

Section  2.2     Mechanics
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(a)     Advance  Closings.  At  the  Advance  Closing held on each Advance Date,
        -----------------
which  shall be thirteen (13) Trading Days after an Advance Notice Date, (i) the
Company  shall  deliver to the Escrow Agent under the Escrow Agreement shares of
the  Company's  Common  Stock  representing  the  amount  of  the Advance by the
Investors pursuant to Section 2.1, registered in the name of the Investors which
     shall  be  delivered  to  the Investors or otherwise in accordance with the
Escrow  Agreement,  and (ii) the Investors shall deliver to the Escrow Agent the
amount  of  the  Advance  specified  in  the  Advance Notice by wire transfer of
immediately  available  funds  which  shall  be  delivered  to  the  Company, or
otherwise,  in  accordance  with  the  Escrow  Agreement.  In lieu of delivering
physical  certificates  representing  the  Common  Stock  and  provided that the
Transfer  Agent  then  is  participating in The Depository Trust Company ("DTC")
                                                                           ---
Fast  Automated  Securities  Transfer  ("FAST")  program,  upon  request  of the
                                         ----
Investors,  the  Company  shall use its commercially reasonable efforts to cause
the  Transfer  Agent  to  electronically  transmit the shares of Common Stock by
crediting  the  account  of  each of the Investors' prime broker (which shall be
specified  by  that  Investor  a reasonably sufficient time in advance) with DTC
through  its  Deposit  Withdrawal  Agent Commission ("DWAC") system, and provide
                                                      ----
proof  satisfactory  to  the  Escrow Agent of such delivery.  In addition, on or
prior  to  the Advance Closing Date, each of the Company and the Investors shall
deliver  to  the  other  through the Escrow Agent all documents, instruments and
writings  required  to  be  delivered  or reasonably requested by either of them
pursuant  to  this  Agreement  in order to implement and effect the transactions
contemplated  herein.  Payment  of  funds  to  the  Company  and delivery of the
Company's  Common  Stock  to  the  Investors  shall occur in accordance with the
conditions  set  forth  above  and  those  contained  in  the  Escrow Agreement;
provided,  that  to  the extent the Company has not paid the fees, expenses, and
disbursements  of  the  Investors' counsel and the Placement Agent in accordance
with  Sections  12.4  and  12.5,  the  amount  of  such  fees,  expenses,  and
disbursements  may  be  deducted  by  the  Investors  (and  shall be paid to the
relevant  party)  from the amount of the Advance with no reduction in the amount
of  shares  of  the Company's Common Stock to be delivered on such Advance Date.

     (b)  Partial  Release  of  Shares.       After  Investors'  receipt  of  an
Advance Notice, but prior to the related Advance Closing Date, the Investors may
authorize the Escrow Agent to release, every five (5) Trading Days, a portion of
the  dollar  amount  stated  in the Advance Notice from escrow to the Company in
exchange  for  a  fixed  number  of shares, subject to the following conditions:

(i)     The  Investors shall fill out and sign a form for the partial release of
the Advance Notice amount and shares (the "Partial Release Form" attached hereto
as  Exhibit E). The Partial Release Form shall set forth the number of shares to
be  released  to  Investors and the dollar amount the Escrow Agent shall wire to
the  Company.

(ii)     The  Partial  Release  Form  shall  be  filled  out  and  signed by the
appropriate  Investor  and  faxed to the Company and its attorney prior to 12:00
p.m.  New  York  City  time.

     The  number  of Shares stated in the Partial Release Form shall be equal to
the  dollar amount to be released divided by 91% of the lowest closing bid price
during  that  number  of  Trading  Days in the Pricing Period that have expired.

     The  Company  and  Investor  agree  that  on  the  related Closing Date, an
adjustment  shall  be  made  so  that  the terms set forth in the Private Equity
Subscription  Agreement  shall  be  honored  with  the balance of the Investment
Amount  being released to the Company and the balance of Shares owed to Investor
being  released  to  Investor.

Section  2.3     Suspension  of  Registration  Statement.  If  subsequent to any
                 ---------------------------------------
Advance Closing, the Registration Statement is suspended or becomes subject to a
     stop  order,  other  than due to the acts of the Investors or the Placement
Agent, for any period exceeding twenty Trading Days (20) days, the Company shall
pay  an  amount  equal  to  two percent (2%) of the Purchase Price of all Common
Stock held by the Investors purchased pursuant to this Agreement for each twenty
Trading Day (20) day period or portion thereof; provided, that the Company shall
not  be  required  to  pay  such  amount to the Investors in connection with any
period  commencing  upon  the  filing  of  a  post-effective  amendment  to such
Registration  Statement  and  ending  upon the date on which such post-effective
amendment  is  declared  effective  by  the  SEC.

Section  2.4     Termination  of  Investment.
                 ---------------------------
(a)     The  obligation  of  the  Investors  to  make  an Advance to the Company
pursuant  to  this Agreement shall terminate permanently (including with respect
to  an Advance Date that has not yet occurred) if (i) there shall occur any stop
order  or  suspension  of the effectiveness of the Registration Statement for an
aggregate  of  thirty  (30)  Trading  Days,  other  than  due to the acts of the
Investors  or  the  Placement  Agent,  during  the Commitment Period or (ii) the
Company  shall  at  any  time fail materially to comply with the requirements of
Section  6.3,  6.4  or  6.7; provided, that this termination provision shall not
                             --------
apply  to any period commencing upon the filing of a post-effective amendment to
such  Registration  Statement  and  ending  upon  the  date  on  which such post
effective  amendment  is  declared  effective  by  the  SEC.
(b)     Notwithstanding  the  provisions  of this Agreement, if the Company does
not  receive  an  Advance  from  the  Investors  pursuant  to  an Advance Notice
calculated  as  determined  herein,  within  the  time  prescribed  herein, this
Agreement  can  be terminated at the discretion of the Company, or if during any
ninety  (90)  calendar  day  period  after the Effective Date the Company cannot
supply  the  Investors  with  an  Advance  Notice  pursuant  to  this Agreement.

Section  2.5     Agreement  to  Advance  Funds.
                 -----------------------------
(a)     The Investors will advance the amount specified in the Advance Notice to
     the  Company  after  the completion of each of the following conditions and
the  other  conditions  set  forth  in  this  Agreement:

(i)     the  execution  and  delivery by the Company, and the Investors, of this
Agreement,  and  the  Exhibits  hereto;

(ii)     the  Escrow  Agent  shall  have  received  the  shares  of Common Stock
applicable  to  the  Advance;

(iii)     the Company's Registration Statement with respect to the resale of the
     Registrable  Securities  in  accordance  with the terms of the Registration
Rights Agreement shall have been declared effective by the SEC and no stop order
relating  thereto  shall  be  in  effect;

(iv)     the Company shall have obtained all permits and qualifications required
     by  any  applicable  state  for  the  offer  and  sale  of  the Registrable
Securities,  or  shall  have the availability of exemptions therefrom.  The sale
and  issuance  of  the  Registrable Securities shall be legally permitted by all
laws  and  regulations  to  which  the  Company  is  subject;

(v)     the  Company  shall  have  filed  with  the  SEC within the time periods
required  by  the  SEC's  regulations  all  reports, notices and other documents
required  under  the  Exchange  Act  and  applicable  SEC  regulations;  and

(vi)     the  conditions  set  forth  in  Section 7.2 shall have been satisfied.

(b)     Notwithstanding  any  other provision of this Agreement to the contrary,

(i)  unless  otherwise  permitted  by  the Principal Market, at no time will the
Company request an Advance that would result in the issuance to the Investors of
     an  aggregate  number  of shares of the Common Stock which exceeds 19.9% of
the  number  of shares of the Common Stock issued and outstanding on the initial
Advance  Closing  Date  without  obtaining  stockholder  approval of such excess
issuance,  and  (ii) the Company may not deliver an Advance Notice to the extent
that, after such purchase by either Investor, the sum of the number of shares of
the  Common Stock beneficially owned by either Investor and its affiliates would
result  in  beneficial  ownership  by either Investor and its affiliates of more
than  4.99%  of the then outstanding shares of the Common Stock. For purposes of
the  immediately preceding sentence, beneficial ownership shall be determined in
accordance  with  Section  13(d)  of  the  Exchange  Act.

Section 2.6     Registration Sales of Shares; Lock-Up Period.     (a)     During
                --------------------------------------------
     the  Commitment Period, the Company shall not, without the prior consent of
the  Investors,  issue  or  sell (i) any Common Stock, or (ii) issue or sell any
warrant, option, right, contract, call, or other security or instrument granting
the holder thereof the right to acquire Common Stock, other than those warrants,
options,  rights,  contracts, calls and other securities outstanding on the date
hereof  and  disclosed  on  Schedule  4.3.  Exceptions  to  this are (a) private
transactions  that  would not, in the written opinion of counsel to the Company,
be  integrated  with the sales made by the Investors and (b) shares issued under
stock  option  plans  authorized  by  the  Company  and  its  stockholders.
(b)     On  the  date  of  this  Agreement  the  Company  shall obtain from each
officer,  director  and  Affiliate,  as  defined  below, a lock-up agreement, as
defined  below,  in  the form annexed hereto as Schedule 2.7(a) agreeing to only
sell  in  compliance  with  the  volume  limitation of Rule 144. As used herein,
"Affiliate" shall have the meaning given it under Rule 405 promulgated under the
Securities  Act.

Section  2.7     Shareholder  Approval.     To  the  extent  that  the Company's
                 ---------------------
obligations  under this Agreement are subject to approval of the shareholders of
the  Company  pursuant to the Nevada General Corporation Law, such approval will
be  duly  obtained  prior  to  the  first  Advance  Date.

ARTICLE  III.

REPRESENTATIONS  AND  WARRANTIES  OF  INVESTORS
     Investors hereby represent and warrant to, and agree with, the Company that
the  following are true and as of the date hereof and as of each Advance Closing
Date:

Section 3.1     Organization and Authorization.  Investors are duly incorporated
                ------------------------------
     or  organized and validly existing in the jurisdiction of its incorporation
or  organization  and has all requisite power and authority to purchase and hold
the securities issuable hereunder.  The decision to invest and the execution and
delivery of this Agreement by the Investors, the performance by each Investor of
its  obligations  hereunder  and  the  consummation  by  the  Investors  of  the
transactions contemplated hereby have been duly authorized and requires no other
proceedings  on  the part of the Investors.  The Investors have the right, power
and  authority to execute and deliver this Agreement and the Registration Rights
Agreement.  This Agreement has been duly executed and delivered by the Investors
and,  assuming  the  execution and delivery hereof and acceptance thereof by the
Company,  will  constitute  the  legal,  valid  and  binding  obligations of the
Investors,  enforceable  against  the  Investors  in  accordance with its terms,
except  as such enforceability may be limited by general principles of equity or
by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or
similar  laws relating to, or affecting generally, the enforcement of creditors'
rights  and  remedies.

Section  3.2     Evaluation  of  Risks.  The  Investors  have such knowledge and
                 ---------------------
experience  in financial tax and business matters as to be capable of evaluating
the  merits  and  risks  of,  and  bearing  the  economic  risks entailed by, an
investment  in  the  Company  and of protecting its interests in connection with
this  transaction.  It  recognizes that its investment in the Company involves a
high  degree  of  risk.

Section  3.3     No  Legal  Advice  from the Company.  The Investors acknowledge
                 -----------------------------------
that  it  had  the  opportunity  to  review  this Agreement and the transactions
contemplated  by  this  Agreement  with its own legal counsel and investment and
tax advisors.  The Investors are relying solely on such counsel and advisors and
not  on  any  statements  or  representations  of  the  Company  or  any  of its
representatives  or  agents  for legal, tax or investment advice with respect to
this  investment,  the  transactions  contemplated  by  this  Agreement  or  the
securities  laws  of  any  jurisdiction.

Section  3.4     Investment  Purpose.  The securities are being purchased by the
                 -------------------
Investors  for  their  own  account,  for investment and without any view to the
distribution, assignment or resale to others or fractionalization in whole or in
part.  No other person has or will have a direct or indirect beneficial interest
in  the  securities.  The  Investors agree not to sell, hypothecate or otherwise
transfer  the  Investors'  securities unless the securities are registered under
Federal  and  applicable  state  securities  laws  or  unless, in the opinion of
counsel  satisfactory  to the Company, an exemption from such laws is available.

Section  3.5     Accredited  Investor.  Investors  are "accredited investors" as
                 --------------------
that  term  is  defined  in  Regulation  D.

Section  3.6     Information.  The  Investors and their advisors (and his or its
                 -----------
counsel),  if  any,  have  been  furnished  with  all  materials relating to the
business,  finances  and  operations  of  the  Company and information it deemed
material  to  making  an  informed investment decision.  The Investors and their
advisors,  if  any,  have  been afforded the opportunity to ask questions of the
Company  and its management.  Neither such inquiries nor any other due diligence
investigations  conducted  by  such  Investor  or  its  advisors, if any, or its
representatives  shall  modify,  amend or affect the Investors' right to rely on
the  Company's  representations and warranties contained in this Agreement. Each
Investor  understands  that  its  investment  involves  a  high  degree of risk.

Section 3.7     Receipt of Documents. Each Investor and its counsel has received
                --------------------
     and  read  in  their entirety:  (i) this Agreement and the Exhibits annexed
hereto;  (ii)  all  due  diligence and other information necessary to verify the
accuracy  and  completeness  of  such representations, warranties and covenants;
(iii)  the  Company's  Form 10-KSB for the year ended December 31, 2000 and Form
10-QSB  for  the  period ended March 31, 2001; and (iv) answers to all questions
the  Investors  submitted to the Company regarding an investment in the Company.
The  Investors have relied on the information contained therein and has not been
furnished  any  other  documents,  literature,  memorandum  or  prospectus.

Section  3.8     Registration  Rights  Agreement.  The Investors and the Company
                 -------------------------------
have  duly  executed  and  delivered  the  Registration  Rights  Agreement.

Section  3.9     No  General  Solicitation.  Neither the Company, nor any of its
                 -------------------------
affiliates,  nor  any  person  acting on its or their behalf, has engaged in any
form  of  general  solicitation  or  general  advertising (within the meaning of
Regulation D) in connection with the offer or sale of the shares of Common Stock
     offered  hereby.

Section  3.10     Not  an  Affiliate.  The Investors are not an Affiliate of the
                  ------------------
company.

ARTICLE  IV.

REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY
     Except  as stated below or on the disclosure schedules attached hereto, the
Company  hereby  represents  and  warrants to, and covenants with, the Investors
that  the  following  are  true and correct as of the date hereof and as of each
Advance  Closing  Date:

Section  4.1     Organization  and  Qualification.  The  Company  is  duly
                 --------------------------------
incorporated  or  organized  and  validly  existing  in  the jurisdiction of its
incorporation  or  organization  and  has  all  requisite  power  and  authority
corporate  power  to  own their properties and to carry on their business as now
being  conducted.  Each of the Company and its subsidiaries is duly qualified as
a  foreign  corporation  to  do  business  and  is  in  good  standing  in every
jurisdiction  in  which  the  nature  of the business conducted by it makes such
qualification  necessary,  except  to  the  extent  that  the  failure  to be so
qualified or be in good standing would not have a Material Adverse Effect on the
     Company  and  its  subsidiaries  taken  as  a  whole.

Section  4.2     Authorization,  Enforcement, Compliance with Other Instruments.
                 --------------------------------------------------------------
     (i)  The  Company  has the requisite corporate power and authority to enter
into  and  perform  this  Agreement,  the  Registration Rights Agreement and any
related  agreements,  in  accordance with the terms hereof and thereof; (ii) the
execution and delivery of this Agreement, the Registration Rights Agreement, the
Escrow  Agreement and any related agreements by the Company and the consummation
by  it  of  the  transactions  contemplated  hereby  and thereby, have been duly
authorized  by  the  Company's  Board  of  Directors  and  no further consent or
authorization  is  required  by  the  Company,  its  Board  of  Directors or its
stockholders;  (iii)  except  as  disclosed  in Section 4.3, this Agreement, the
Registration  Rights  Agreement, the Escrow Agreement and any related agreements
have  been  duly executed and delivered by the Company; and (iv) this Agreement,
the  Registration  Rights Agreement, Escrow Agreement and any related agreements
constitute  the valid and binding obligations of the Company enforceable against
the Company in accordance with their terms, except as such enforceability may be
limited by general principles of equity or by applicable bankruptcy, insolvency,
reorganization,  moratorium,  liquidation  or  similar  laws  relating  to,  or
affecting  generally,  the  enforcement  of  creditors'  rights  and  remedies.

Section  4.3     Capitalization.  As  of the date hereof, the authorized capital
                 --------------
stock  of  the Company consists of 100,000,000 shares of Common Stock, par value
$.001,  of  which  15,194,862  shares  are  issued and outstanding.  All of such
outstanding  shares  of  the Common Stock have been validly issued and are fully
paid  and  nonassessable.  Except  as  disclosed  on  Schedule 4.3, no shares of
Common Stock are subject to preemptive rights or any other similar rights or any
liens or encumbrances suffered or permitted by the Company.  Except as disclosed
on  Schedule  4.3,  as of the date hereof, (i) there are no outstanding options,
warrants,  scrip,  rights to subscribe to, calls or commitments of any character
whatsoever  relating to, or securities or rights convertible into, any shares of
capital  stock  of  the  Company  or  any  of  its  subsidiaries,  or contracts,
commitments,  understandings  or arrangements by which the Company or any of its
subsidiaries  is or may become bound to issue additional shares of capital stock
of the Company or any of its subsidiaries or options, warrants, scrip, rights to
subscribe  to,  calls or commitments of any character whatsoever relating to, or
securities  or  rights  convertible  into,  any  shares  of capital stock of the
Company  or  any  of  its  subsidiaries,  (ii)  there  are  no  outstanding debt
securities  and  (iii)  there  are no agreements or arrangements under which the
Company  or  any of its subsidiaries is obligated to register the sale of any of
their  securities  under the Securities Act (except pursuant to the Registration
Rights  Agreement).  There  are  no  securities  or  instruments  containing
anti-dilution  or similar provisions that will be triggered in this Agreement or
any  related  agreement or the consummation of the transactions described herein
or  therein.  The Company has furnished to the Investors true and correct copies
of  the  Company's Articles of Incorporation, as amended and as in effect on the
date  hereof  (the "Articles of Incorporation"), and the Company's Bylaws, as in
effect  on  the  date  hereof  (the  "Bylaws"),  and the terms of all securities
convertible  into or exercisable for Common Stock and the material rights of the
holders  thereof  in  respect  thereto.

Section  4.4     No  Conflict.  Subject  to Sections 2.8 and 7.2, the execution,
                 ------------
delivery  and  performance of this Agreement by the Company and the consummation
by  the Company of the transactions contemplated hereby will not (i) result in a
violation  of  the Articles of Incorporation, any certificate of designations of
any  outstanding  series  of  preferred  stock  of the Company or Bylaws or (ii)
conflict with or constitute a default (or an event which with notice or lapse of
time  or  both  would  become  a default) under, or give to others any rights of
termination,  amendment,  acceleration  or  cancellation  of,  any  agreement,
indenture  or  instrument  to  which the Company or any of its subsidiaries is a
party, or result in a violation of any law, rule, regulation, order, judgment or
decree  (including  federal  and  state  securities laws and regulations and the
rules  and regulations of the Principal Market) applicable to the Company or any
of  its  subsidiaries or by which any property or asset of the Company or any of
its  subsidiaries  is  bound  or  affected,  which would have a Material Adverse
Effect on the Company.  Except as set forth in Schedule 4.4, neither the Company
nor  its  subsidiaries  is  in  violation of any term of or in default under its
Articles  of  Incorporation or Bylaws or their organizational charter or bylaws,
respectively,  or  any  contract,  agreement, mortgage, indebtedness, indenture,
instrument,  judgment,  decree  or  order  or  any  statute,  rule or regulation
applicable  to the Company or its subsidiaries.  The business of the Company and
its subsidiaries is not being conducted, and shall not be conducted in violation
of  any  material law, ordinance, regulation of any governmental entity.  Except
as  specifically  contemplated  by  this  Agreement  and  as  required under the
Securities  Act  and  any  applicable  state securities laws, the Company is not
required to obtain any consent, authorization or order of, or make any filing or
registration  with, any court or governmental agency in order for it to execute,
deliver  or  perform  any  of  its  obligations  under  or  contemplated by this
Agreement  or  the  Registration  Rights  Agreement in accordance with the terms
hereof  or  thereof.  All  consents,  authorizations,  orders,  filings  and
registrations  which the Company is required to obtain pursuant to the preceding
sentence  have  been  obtained  or effected on or prior to the date hereof.  The
Company  and  its  subsidiaries  are  unaware of any facts or circumstance which
might  give  rise  to  any  of  the  foregoing.

Section  4.5     SEC  Documents; Financial Statements. The Company has filed all
                 ------------------------------------
reports,  schedules,  forms, statements and other documents required to be filed
by  it  with the SEC under the Exchange Act (all of the foregoing filed prior to
the  date  hereof and all exhibits included therein and financial statements and
schedules  thereto  and  documents  incorporated  by  reference  therein,  being
hereinafter  referred  to as the "SEC Documents").  The Company has delivered to
the  Investors  or  its  representatives,  or  made  available through the SEC's
website  at  http://www.sec.gov,  true and complete copies of the SEC Documents.
As  of  their  respective  dates, all of the financial statements of the Company
disclosed  in the SEC Documents (the "Financial Statements") complied as to form
in  all  material respects with applicable accounting requirements and the rules
and  regulations  of the SEC applicable thereto.  Such financial statements have
been  prepared  in  accordance  with  generally  accepted accounting principles,
consistently  applied,  during  the  periods  involved  (except  (i)  as  may be
otherwise  indicated  in such financial statements or the notes thereto, or (ii)
in  the  case  of  unaudited  interim statements, to the extent they may exclude
footnotes  or  may be condensed or summary statements) and fairly present in all
material  respects the financial position of the Company as of the dates thereof
and  the  results  of  its  operations and cash flows for the periods then ended
(subject,  in  the  case  of  unaudited  statements,  to  normal  year-end audit
adjustments).  No  other  information provided by or on behalf of the Company to
the  Investors  which  is  not included in the SEC Documents contains any untrue
statement  of  a  material fact or omits to state any material fact necessary in
order  to  make  the statements therein, in the light of the circumstances under
which  they  were  made,  not  misleading.

Section  4.6     Disclosure.     None  of  the SEC Documents contains any untrue
                 ----------
statements  of  material fact or omits to state any material fact required to be
stated  therein  necessary  to  make  the  statements  made,  in  light  of  the
circumstances  under  which  they  were  made,  not  misleading.

Section  4.7     No  Default.  Except  as  disclosed  in  Schedule  4.7,  to the
                 -----------
Company's  actual  knowledge, neither the Company nor any of its subsidiaries is
in  default  in  the  performance  or  observance  of  any  material obligation,
agreement,  covenant  or condition contained in any indenture, mortgage, deed of
trust  or  other  material  instrument or agreement to which it is a party or by
which  it  is  or  its  property is bound.  Except as set forth in Schedule 4.7,
neither  the  execution, the delivery by the Company, nor the performance by the
Company  of  its  obligations  under  this  Agreement  or any of the exhibits or
attachments  hereto  will  conflict with or result in the breach or violation of
any  of  the  terms  or  provisions of, or constitute a default or result in the
creation  or imposition of any lien or charge on any assets or properties of the
Company  under  its  Articles  of Incorporation, Bylaws, any material indenture,
mortgage, deed of trust or other material agreement applicable to the Company or
any  of  its  subsidiaries  or  instrument  to  which  the Company or any of its
subsidiaries  is a party or by which it is bound, or any statute, or any decree,
judgment, order, rules or regulation of any court or governmental agency or body
having  jurisdiction  over  the  Company  or  its properties, in each case which
default,  lien  or  charge  is  likely to cause a Material Adverse Effect on the
Company's  business  or financial condition of the Company and its subsidiaries,
taken  as  a  whole.

Section  4.8     Absence  of Events of Default.  Except as set forth in Schedule
                 -----------------------------
4.7,  no  event  of default, as defined in the respective agreement to which the
Company is a party, and no event which, with the giving of notice or the passage
of  time or both, would become an event of default (as so defined), has occurred
and  is  continuing,  which  could  or  would  have  a  Material Adverse Effect.

Section 4.9     Intellectual Property Rights.   The Company and its subsidiaries
                ----------------------------
own  or  possess adequate rights or licenses to use all trademarks, trade names,
service  marks,  service  mark  registrations,  service  names,  patents, patent
rights,  copyrights,  inventions,  licenses,  approvals,  governmental
authorizations,  trade  secrets and rights necessary to conduct their respective
businesses  as now conducted.   The Company and its subsidiaries do not have any
actual  knowledge  of  any  infringement  by  the Company or its subsidiaries of
trademark,  trade  name  rights, patents, patent rights, copyrights, inventions,
licenses, service names, service marks, service mark registrations, trade secret
or  other  similar rights of others, and, to the knowledge of the Company, there
is  no  claim,  action  or  proceeding  being made or brought against, or to the
Company's  knowledge,  being threatened against, the Company or its subsidiaries
regarding  trademark,  trade name, patents, patent rights, invention, copyright,
license,  service names, service marks, service mark registrations, trade secret
or  other  infringement; and the Company and its subsidiaries are unaware of any
facts  or  circumstances  which  might  give  rise  to  any  of  the  foregoing.

Section  4.10     Employee  Relations.  Neither  the  Company  nor  any  of  its
                  -------------------
subsidiaries  is  involved  in any labor dispute nor, to the actual knowledge of
the Company or any of its subsidiaries, is any such dispute threatened.  None of
the  Company's  or  its  subsidiaries'  employees is a member of a union and the
Company  and  its subsidiaries believe that their relations with their employees
are  good.

Section  4.11     Environmental Laws.   The Company and its subsidiaries are (i)
                  ------------------
in compliance with any and all applicable foreign, federal, state and local laws
and  regulations  relating  to  the  protection  of human health and safety, the
environment  or  hazardous  or  toxic  substances  or  wastes,  pollutants  or
contaminants ("Environmental Laws"), (ii) have received all permits, licenses or
other  approvals required of them under applicable Environmental Laws to conduct
their  respective  businesses  and  (iii)  are  in compliance with all terms and
conditions  of  any  such  permit,  license  or  approval.
Section  4.12     Title.  Except  as  set  forth  in  Schedule 4.12, each of the
                  -----
Company and its subsidiaries has good and marketable title to its properties and
material  assets  owned  by  it,  free  and  clear of any pledge, lien, security
interest,  encumbrance,  claim  or equitable interest other than such as are not
material  to the business of the Company.  Any real property and facilities held
under  lease  by  the  Company or its subsidiaries are held by them under valid,
subsisting  and  enforceable leases with such exceptions as are not material and
do  not interfere with the use made and proposed to be made of such property and
buildings  by  the  Company  and  its  subsidiaries.

Section  4.13     Insurance.   The  Company  and  each  of  its subsidiaries are
                  ---------
insured  by  insurers of recognized financial responsibility against such losses
and  risks  and  in  such  amounts  as  management of the Company believes to be
prudent  and  customary  in  the  businesses  in  which  the  Company  and  its
subsidiaries  are engaged.  Neither the Company nor any such subsidiary has been
refused any insurance coverage sought or applied for and neither the Company nor
any  such subsidiary has any reason to believe that it will not be able to renew
its  existing  insurance coverage as and when such coverage expires or to obtain
similar  coverage  from  similar  insurers  as  may be necessary to continue its
business at a cost that would not materially and adversely affect the condition,
financial  or  otherwise, or the earnings, business or operations of the Company
and  its  subsidiaries,  taken  as  a  whole.

Section  4.14     Regulatory  Permits.  The Company and its subsidiaries possess
                  -------------------
all  certificates, authorizations and permits issued by the appropriate federal,
state  or  foreign  regulatory authorities necessary to conduct their respective
businesses,  and  neither  the  Company nor any such subsidiary has received any
notice  of  proceedings  relating  to the revocation or modification of any such
certificate,  authorization  or  permit.

Section  4.15     Internal  Accounting  Controls.  The  Company  and each of its
                  ------------------------------
subsidiaries  maintains  a  system of internal accounting controls sufficient to
provide  reasonable  assurance  that (i) transactions are executed in accordance
with  management's  general  or  specific  authorizations, (ii) transactions are
recorded  as  necessary  to  permit  preparation  of  financial  statements  in
conformity  with  generally accepted accounting principles and to maintain asset
accountability,  (iii)  access  to  assets  is permitted only in accordance with
management's  general  or  specific  authorization  and  (iv)  the  recorded
accountability  for  assets  is  compared with the existing assets at reasonable
intervals  and  appropriate  action  is  taken  with respect to any differences.

Section  4.16     No Material Adverse Breaches, etc.  Except as set forth in the
                  ---------------------------------
SEC Documents, neither the Company nor any of its subsidiaries is subject to any
     charter,  corporate  or  other  legal restriction, or any judgment, decree,
order, rule or regulation which in the judgment of the Company's officers has or
is  expected  in  the  future to have a material adverse effect on the business,
properties,  operations, financial condition, results of operations or prospects
of  the  Company  or  its  subsidiaries.  Neither  the  Company  nor  any of its
subsidiaries  is  in  breach  of  any contract or agreement which breach, in the
judgment  of  the  Company's  officers,  has  or  is expected to have a material
adverse  effect  on  the  business, properties, operations, financial condition,
results  of  operations  or  prospects  of  the  Company  or  its  subsidiaries.

Section  4.17     Absence  of  Litigation.  Except  as  set  forth  in  the  SEC
                  -----------------------
Documents, there is no action, suit, proceeding, inquiry or investigation before
     or  by  any  court,  public  board,  government  agency,  self-regulatory
organization  or body pending against or affecting the Company, the Common Stock
or any of the Company's subsidiaries, wherein an unfavorable decision, ruling or
finding  would  (i)  have  a  material  adverse  effect  on  the  transactions
contemplated  hereby (ii) adversely affect the validity or enforceability of, or
the  authority  or ability of the Company to perform its obligations under, this
Agreement  or  any  of  the  documents  contemplated  herein, or (iii) except as
expressly  disclosed in the SEC Documents, have a material adverse effect on the
business, operations, properties, financial condition or results of operation of
the  Company  and  its  subsidiaries  taken  as  a  whole.

Section  4.18     Subsidiaries.  Except  as  disclosed in the SEC Documents, the
                  ------------
Company  does not presently own or control, directly or indirectly, any interest
in  any  other  corporation,  partnership, association or other business entity.

Section  4.19     Other  Outstanding  Securities/Financing  Restrictions.  Other
                  ------------------------------------------------------
than  warrants  and  options  to  acquire shares of Common Stock as disclosed in
Schedule  4.3,  there are no other warrants and options registered with the SEC,
which  are  available  for  sale  as  unrestricted  ("free  trading")  stock.

Section  4.20     Tax Status.  Except as disclosed in Schedule 4.20, the Company
                  ----------
and each of its subsidiaries have made or filed all federal and state income and
all  other tax returns, reports and declarations required by any jurisdiction to
which it is subject and (unless and only to the extent that the Company and each
of  its  subsidiaries  has set aside on its books provisions reasonably adequate
for the payment of all unpaid and unreported taxes) has paid all taxes and other
governmental  assessments  and  charges  that  are  material in amount, shown or
determined  to  be  due  on such returns, reports and declarations, except those
being  contested  in  good  faith  and  has  set  aside  on  its books provision
reasonably  adequate  for the payment of all taxes for periods subsequent to the
periods  to  which  such  returns,  reports or declarations apply.  There are no
unpaid taxes in any material amount claimed to be due by the taxing authority of
any  jurisdiction, and the officers of the Company know of no basis for any such
claim.

Section  4.21     Absence of Certain Developments. Except as provided in the SEC
                  -------------------------------
Documents  or  on  Schedule  4.21,  since  the  date  of the financial statement
contained  in  the  most recently filed Form 10-KSB or 10-QSB, whichever is most
current,  neither  the  Company  nor  any  subsidiary  has:
(i)     issued  any  stock,  bonds  or other corporate securities or any rights,
options  or  warrants  with  respect  thereto;
(ii)     borrowed  any  amount  or incurred or become subject to any liabilities
(absolute  or  contingent)  except  current liabilities incurred in the ordinary
course  of  business  which  are  comparable in nature and amount to the current
liabilities  incurred  in  the ordinary course of business during the comparable
portion  of its prior fiscal year, as adjusted to reflect the current nature and
volume  of  the  Company's  or  such  subsidiary's  business;
(iii)     discharged or satisfied any lien or encumbrance or paid any obligation
or  liability  (absolute  or contingent), other than current liabilities paid in
the  ordinary  course  of  business;
(iv)     declared  or made any payment or distribution of cash or other property
to stockholders with respect to its stock, or purchased or redeemed, or made any
     agreements  so  to  purchase  or  redeem,  any shares of its capital stock;
(v)     sold, assigned or transferred any other tangible assets, or canceled any
     debts  or  claims,  except  in  the  ordinary  course  of  business;
(vi)     sold,  assigned  or  transferred  any  patent rights, trademarks, trade
names,  copyrights,  trade  secrets  or  other intangible assets or intellectual
property  rights,  or  disclosed any proprietary confidential information to any
person  except  to  customers  in  the  ordinary  course  of  business or to the
Investors  or  their  representatives;
(vii)     suffered  any  material losses or waived any rights of material value,
whether  or  not in the ordinary course of business, or suffered the loss of any
material  amount  of  prospective  business;
(viii)     made  any  changes  in  employee  compensation except in the ordinary
course  of  business  and  consistent  with  past  practices;
(vii)     made  capital  expenditures  or commitments therefor that aggregate in
excess  of  $50,000.00;
(viii)     entered  into  any  other material transaction, whether or not in the
ordinary  course  of  business;
(ix)     suffered  any material damage, destruction or casualty loss, whether or
not  covered  by  insurance;
(x)     experienced any material problems with labor or management in connection
     with  the  terms  and  conditions  of  their  employment;  or
(xi)     effected  any  two  or  more  events of the foregoing kind which in the
aggregate  would  be  material  to  the  Company  or  its  subsidiaries.

Section 4.22     Certain Transactions.  Except as set forth in the SEC Documents
                 --------------------
     or  Schedule  4.22,  none  of  the officers, directors, or employees of the
Company is presently a party to any transaction with the Company (other than for
services  as  employees,  officers  and  directors),  including  any  contract,
agreement  or  other  arrangement providing for the furnishing of services to or
by,  providing  for rental of real or personal property to or from, or otherwise
requiring  payments to or from any officer, director or such employee or, to the
knowledge of the Company, any corporation, partnership, trust or other entity in
which  any officer, director, or any such employee has a substantial interest or
is  an  officer,  director,  trustee  or  partner.

Section  4.23     Fees  and Rights of First Refusal.  Except as set forth in the
                  ---------------------------------
SEC  Documents,  the  Company  is  not obligated to offer the securities offered
hereunder or under the Securities Purchase Agreement on a right of first refusal
     basis  or  otherwise  to  any  third parties including, but not limited to,
current  or former shareholders of the Company, underwriters, brokers, agents or
other  third  parties.

Section  4.24     Use of Proceeds.  The Company represents that the net proceeds
                  ---------------
from this offering will be used as provided on Schedule 4.24.  In no event shall
the net proceeds from this offering be used by the Company for the payment   (or
loaned  to any such person for the payment) of any judgment, or other liability,
incurred  by  any  executive  officer,  officer,  director,  or  employee of the
Company.

Section 4.25     Further Representation and Warranties of the Company.  (a)  For
                 ----------------------------------------------------
so  long  as  any  securities  issuable  hereunder  held by the Investors remain
outstanding,  the  Company acknowledges, represents, warrants and agrees that it
will  use  commercially reasonable efforts to maintain the listing of its Common
Stock on NASD Bulletin Board and/or the NASDAQ Small Cap Stock Market and/or the
Over-The-Counter  Bulletin  Board  and/or  the  American  Stock  Exchange.
(b)     The Company acknowledges and agrees that the Investors are acting solely
     in the capacity of arm's length investor with respect to this Agreement and
the  transactions  contemplated hereunder. The Company further acknowledges that
the  Investors are not acting as a financial advisor or fiduciary of the Company
(or in any similar capacity) with respect to this Agreement and the transactions
contemplated  hereunder  and  any  advice  given  by each Investor or any of its
representatives or agents in connection with this Agreement and the transactions
contemplated  hereunder  is  merely incidental to the Investors' purchase of the
shares  of  the  Common  Stock to be purchased under this Agreement. The Company
further  represents  to  the Investors that the Company's decision to enter into
this  Agreement  has  been  based  solely  on  the independent evaluation by the
Company  and  its  own  representatives  and  counsel.

Section  4.26     Opinion  of  Counsel.  The  Investors shall receive an opinion
                  --------------------
letter  from  counsel  to  the Company (updated where applicable) on the date of
this  Agreement  and  on  each Advance Closing Date substantially in the form of
Exhibit  C.

Section  4.27     Dilution.  The Company is aware and acknowledges that issuance
                  --------
of  shares  of  the  Company's  Common Stock could cause substantial dilution to
existing  shareholders  and  could  significantly  increase  its  issued  and
outstanding  shares  of  Common Stock, thereby exerting a negative effect on the
trading  price  of  the  Common  Stock.

ARTICLE  V.

INDEMNIFICATION

Section  5.1     Indemnification.  (a)  In  consideration  of  the  Investors'
                 ---------------
execution  and  delivery  of  this  Agreement,  and  in  addition  to all of the
Company's  other  obligations  under  this  Agreement, the Company shall defend,
protect,  indemnify  and hold harmless the Investors, and all of their officers,
directors,  employees  and agents (including, without limitation, those retained
in  connection  with  the  transactions  contemplated  by  this  Agreement)
(collectively, the "Investor Indemnitees") from and against any and all actions,
     causes  of  action,  suits,  claims,  losses,  costs,  penalties,  fees,
liabilities  and  damages, and expenses in connection therewith (irrespective of
whether  any  such  Investor  Indemnitee  is  a  party  to  the action for which
indemnification  hereunder  is sought), and including reasonable attorneys' fees
and  disbursements  (the  "Indemnified  Liabilities"),  incurred by the Investor
Indemnitees or any of them as a result of, or arising out of, or relating to (a)
any  misrepresentation  or  breach of any representation or warranty made by the
Company  in  this  Agreement  or  the Registration Rights Agreement or any other
certificate,  instrument  or  document  contemplated  hereby or thereby, (b) any
breach of any covenant, agreement or obligation of the Company contained in this
Agreement  or  the  Registration  Rights  Agreement  or  any  other certificate,
instrument  or  document  contemplated  hereby  or  thereby, or (c) any cause of
action,  suit  or  claim  brought  or  made against such Investor Indemnitee not
arising out of any action or inaction of an Investor Indemnitee, and arising out
of or resulting from the execution, delivery, performance or enforcement of this
Agreement  or  any  other  instrument,  document  or agreement executed pursuant
hereto  by any of the Indemnitees.  To the extent that the foregoing undertaking
by  the  Company may be unenforceable for any reason, the Company shall make the
maximum  contribution to the payment and satisfaction of each of the Indemnified
Liabilities,  which  is  permissible  under  applicable  law.

(a)     In  consideration  of  the  Company's  execution  and  delivery  of this
Agreement, and in addition to all of the Investors' other obligations under this
     Agreement, the Investors shall defend, protect, indemnify and hold harmless
the Company and all of its officers, directors, employees and agents (including,
without  limitation,  those  retained  in  connection  with  the  transactions
contemplated  by  this Agreement) (collectively, the "Company Indemnitees") from
and  against  any and all Indemnified Liabilities incurred by the Indemnitees or
any  of  them  as  a  result  of,  or  arising  out  of,  or relating to (a) any
misrepresentation  or  breach  of  any  representation  or  warranty made by the
Investors in this Agreement or any instrument or document contemplated hereby or
thereby  executed by the Investors, (b) any breach of any covenant, agreement or
obligation  of  the  Investors  contained  in  this Agreement,  the Registration
Rights  Agreement  or any other certificate, instrument or document contemplated
hereby or thereby executed by the Investors, or (c) any cause of action, suit or
claim  brought  or  made  against  such  Company  Indemnitee  based  on material
misrepresentations  or due to a material breach by the Investors and arising out
of or resulting from the execution, delivery, performance or enforcement of this
Agreement  or  any  other  instrument,  document  or agreement executed pursuant
hereto  by  any  of  the  Company Indemnitees.  To the extent that the foregoing
undertaking  by  the  Company  may  be unenforceable for any reason, the Company
shall  make  the maximum contribution to the payment and satisfaction of each of
the  Indemnified  Liabilities,  which  is  permissible  under  applicable  law.

ARTICLE  VI.

COVENANTS  OF  THE  COMPANY

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

Section  6.2     Listing of Common Stock.  The Company shall maintain the Common
                 -----------------------
Stock's  authorization  for  quotation  on  the Over-The-Counter Bulletin Board.

Section  6.3     Exchange  Act  Registration.  The Company will cause its Common
                 ---------------------------
Stock to continue to be registered under Section 12(g) of the Exchange Act, will
     file in a timely manner all reports and other documents required of it as a
reporting  company  under  the Exchange Act and will not take any action or file
any  document (whether or not permitted by Exchange Act or the rules thereunder,
to  terminate  or  suspend  such  registration  or  to  terminate or suspend its
reporting  and  filing  obligations  under  said  Exchange  Act.

Section  6.4     Transfer  Agent Instructions.     Upon each Advance Closing and
                 ----------------------------
the  effectiveness  of  the  Registration  Statement  the  Company  will deliver
instructions  to its transfer agent to issue to the Investors and deliver to the
Escrow  Agent  shares  of  Common  Stock  free  of  legends.

Section  6.5     Corporate Existence.  The Company will take all steps necessary
                 -------------------
to  preserve  and  continue  the  corporate  existence  of  the  Company.

Section  6.6     Notice  of Certain Events Affecting Registration; Suspension of
                 ---------------------------------------------------------------
Right  to  Make  an  Advance.  The Company will immediately notify the Investors
 ---------------------------
upon  its  becoming  aware  of  the occurrence of any of the following events in
respect  of  a  registration  statement  or  related  prospectus  relating to an
offering  of  Registrable  Securities: (i) receipt of any request for additional
information  by  the  SEC  or  any other Federal or state governmental authority
during  the period of effectiveness of the Registration Statement for amendments
or  supplements  to  the  registration statement or related prospectus; (ii) the
issuance by the SEC or any other Federal or state governmental authority of  any
stop  order  suspending  the  effectiveness of the Registration Statement or the
initiation  of  any  proceedings  for  that  purpose;  (iii)  receipt  of  any
notification  with  respect  to the suspension of the qualification or exemption
from  qualification  of  any  of  the  Registrable  Securities  for  sale in any
jurisdiction  or  the  initiation  or  threatening  of  any  proceeding for such
purpose;  (iv)  the  happening of any event that makes any statement made in the
Registration  Statement  or  related  prospectus of any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect or
that  requires  the making of any changes in the Registration Statement, related
prospectus  or  documents so that, in the case of the Registration Statement, it
will  not  contain  any untrue statement of a material fact or omit to state any
material  fact required to be stated therein or necessary to make the statements
therein  not misleading, and that in the case of the related prospectus, it will
not  contain  any  untrue  statement  of  a  material  fact or omit to state any
material  fact required to be stated therein or necessary to make the statements
therein,  in  the  light  of  the  circumstances under which they were made, not
misleading; and (v) the Company's reasonable determination that a post-effective
amendment  to  the  Registration Statement would be appropriate; and the Company
will  promptly  make available to the Investors any such supplement or amendment
to  the  related prospectus.  The Company shall not deliver to the Investors any
Advance  Notice  during  the  continuation  of  any  of  the  foregoing  events.

Section  6.7     Expectations  Regarding  Advance Notices.  Within ten (10) days
                 ----------------------------------------
after  the  commencement  of  each  calendar quarter occurring subsequent to the
commencement of the Commitment Period, the Company must notify the Investors, in
writing, as to its reasonable expectations as to the dollar amount it intends to
raise  during  such  calendar  quarter,  if any, through the issuance of Advance
Notices.  Such  notification  shall  constitute  only  the  Company's good faith
estimate  and  shall in no way obligate the Company to raise such amount, or any
amount,  or otherwise limit its ability to deliver Advance Notices.  The failure
by  the  Company  to  comply  with  this provision can be cured by the Company's
notifying  the  Investors,  in  writing,  at  any  time  as  to  its  reasonable
expectations  with  respect  to  the  current  calendar  quarter.

Section 6.8     Consolidation; Merger.  The Company shall not, at any time after
                ---------------------
the date hereof, effect any merger or consolidation of the Company with or into,
or  a  transfer of all or substantially all the assets of the Company to another
entity  (a  "Consolidation  Event")  unless the resulting successor or acquiring
entity  (if not the Company) assumes all of the obligations of the Company under
this  Agreement  by written instrument satisfactory in form and substance to the
Investors,  including  the obligation to deliver to the Investors such shares of
stock  and/or  securities  as  the Investors are entitled to receive pursuant to
this  Agreement.

Section  6.9     Issuance of the Company's Common Stock.  The sale of the shares
                 ---------------------------------------
of Common Stock shall be made in accordance with the provisions and requirements
of  Regulation  D  and  any  applicable  state  securities  law.

Section  6.10     Qualification as a Foreign Corporation.   Prior to the initial
                  ---------------------------------------
Advance  Closing,  the  Company shall have qualified to do business as a foreign
corporation  in  California  and  Texas.

Section  6.11     Certain  Indebtedness.   Prior to the initial Advance Closing,
                  ----------------------
the Company shall have used its best efforts to convert the existing demand note
     payable  to  Comerica  Bank  into  a  note with a scheduled maturity of not
sooner  than  July  31,  2002.

ARTICLE  VII.

CONDITIONS  FOR  ADVANCE  AND  CONDITIONS  TO  ADVANCE  CLOSING

Section  7.1     Conditions  Precedent  to  the  Obligations  of the Company.The
                 ------------------------------------------------------------
obligation  hereunder  of  the  Company  to  issue and sell the shares of Common
Stock  to  the  Investors  incident  to  each  Advance Closing is subject to the
satisfaction,  or waiver by the Company, at or before each such Advance Closing,
of  each  of  the  conditions  set  forth  below.
(a)     Accuracy  of  the  Investors'  Representation  and  Warranties.  The
        --------------------------------------------------------------
representations and warranties of the Investors shall be true and correct in all
        -
     material  respects  as  of the date of this Agreement and as of the date of
each  such  Advance  Closing  as  though  made  at  each  such  time.
(b)     Performance  by  the  Investors.  The  Investors  shall  have performed,
        -------------------------------
satisfied  and  complied  in  all  respects  with  all covenants, agreements and
conditions  required  by  this  Agreement to be performed, satisfied or complied
with  by  the  Investors  at  or  prior  to  such  Advance  Closing.

Section  7.2     Conditions  Precedent to the Right of the Company to Deliver an
                 ---------------------------------------------------------------
Advance  Notice and the Obligation of the Investors to Purchase Shares of Common
 -------------------------------------------------------------------------------
Stock.  The right of the Company to deliver an Advance Notice and the obligation
-----
     of  the  Investors hereunder to acquire and pay for shares of the Company's
Common  Stock  incident  to  an  Advance  Closing  is subject on (i) the date of
delivery  of  such  Advance  Notice and (ii) the applicable Advance Closing Date
(each  a  "Condition  Satisfaction  Date"), to each of the following conditions:
(a)     Registration  of  the Common Stock with the SEC.  The Company shall have
        -----------------------------------------------
filed  the  Registration Statement with the SEC and, subject to the requirements
of  the  Registration  Rights  Agreement,  the Registration Statement shall have
previously  become  effective  and  shall  remain  effective  on  each Condition
Satisfaction  Date  and  (i)  neither  the  Company nor the Investors shall have
received  notice  that  the SEC has issued or intends to issue a stop order with
respect to the Registration Statement or that the SEC otherwise has suspended or
     withdrawn  the  effectiveness  of  the  Registration  Statement,  either
temporarily  or  permanently,  or intends or has threatened to do so (unless the
SEC's  concerns  have  been addressed and the Investors are reasonably satisfied
that  the SEC no longer is considering or intends to take such action), and (ii)
no  other  suspension  of  the  use  or  withdrawal  of the effectiveness of the
Registration  Statement  or  related  prospectus  shall exist.  The Registration
Statement  shall  have  been  declared  effective  by the SEC prior to the first
Advance  Notice  Date.

(b)     Authority.  The  Company  shall  have  obtained  all  permits  and
        ---------
qualifications  required  by  any  applicable  state  in  accordance  with  the
Registration  Rights  Agreement  for  the offer and sale of the shares of Common
Stock,  or  shall  have  the availability of exemptions there from. The sale and
issuance  of  the  shares of Common Stock shall be legally permitted by all laws
and  regulations  to  which  the  Company  is  subject.

(c)     Accuracy  of  the  Company's  Representations  and  Warranties.  The
        --------------------------------------------------------------
representations  and  warranties  of the Company shall be true and correct as of
each  Condition  Satisfaction  Date as though made at each such time (except for
representations  and  warranties specifically made as of a particular date) with
respect  to  all  periods,  and  as to all events and circumstances occurring or
existing  to  and  including  each  Condition  Satisfaction  Date.

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

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

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

(g)     No  Suspension  of Trading in or Delisting of Common Stock.  The trading
        ----------------------------------------------------------
of  the Common Stock is not suspended by the SEC or the Principal Market (if the
Common Stock is traded on a Principal Market).  The issuance of shares of Common
Stock  with respect to the applicable Advance Closing, if any, shall not violate
the  shareholder  approval  requirements  of the Principal Market (if the Common
Stock is traded on a Principal market).  The Company shall not have received any
notice  threatening  the  continued listing of the Common Stock on the Principal
Market  (if  the  Common  Stock  is  traded  on  a  Principal  Market).

(h)     Maximum  Advance  Amount.  The  amount  of  the advance requested by the
        ------------------------
Company  does  not  exceed  the  Maximum  Advance  Amount.

(i)     No  Knowledge.  The  Company  has  no knowledge of any event more likely
        -------------
than  not  to  have  the  effect  of  causing  such Registration Statement to be
suspended  or  otherwise  ineffective.

(j)     Other.  On  each  Condition  Satisfaction Date, the Investors shall have
        -----
received a certificate executed by an executive officer of the Company contained
     in the Advance Notice/Compliance Certificate in the form attached hereto as
Exhibit  D.

ARTICLE  VIII.

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

Section  8.1     Due  Diligence Review.  Prior to the filing of the Registration
                 ---------------------
Statement  the  Company  shall  make  available for inspection and review by the
Investors,  their advisors and representatives, any underwriter participating in
any  disposition  of  the  Registrable  Securities  on  behalf  of the Investors
pursuant  to  the  Registration  Statement,  any  such registration statement or
amendment  or  supplement  thereto  or  any  blue sky, NASD or other filing, all
financial  and  other records, all SEC Documents and other filings with the SEC,
and  all  other  corporate  documents  and  properties  of the Company as may be
reasonably  necessary  for  the  purpose of such review, and cause the Company's
officers,  directors  and  employees  to  supply all such information reasonably
requested by the Investors or any such representative, advisor or underwriter in
     connection with such Registration Statement (including, without limitation,
in response to all questions and other inquiries reasonably made or submitted by
any  of them), prior to and from time to time after the filing and effectiveness
of the Registration Statement for the sole purpose of enabling the Investors and
such representatives, advisors and underwriters and their respective accountants
and  attorneys  to conduct initial and ongoing due diligence with respect to the
Company  and  the  accuracy  of  the  Registration  Statement.

Section  8.2     Non-Disclosure  of  Non-Public  Information.
                 -------------------------------------------
(a)     The  Company shall not disclose non-public information to the Investors,
advisors  to  or  representatives of the Investors unless prior to disclosure of
such  information  the  Company  identifies such information as being non-public
information  and  provides the Investors, such advisors and representatives with
the  opportunity  to  accept or refuse to accept such non-public information for
review.  The  Company  may,  as  a  condition  to  disclosing  any  non-public
information  hereunder,  require  the Investors' advisors and representatives to
enter  into  a  confidentiality agreement in form reasonably satisfactory to the
Company  and  the  Investors.

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

ARTICLE  IX.

CHOICE  OF  LAW/JURISDICTION

Section  9.1     Governing  Law.  This  Agreement  shall  be  governed  by  and
                 --------------
interpreted  in accordance with the laws of the State of New York without regard
to  the  principles  of  conflict  of  laws.  The parties further agree that any
action  between  them  shall  be heard in New York City, New York, and expressly
consent  to  the jurisdiction and venue of the Supreme Court of New York and the
United  States  District  Court  for  the  Southern District of New York for the
adjudication  of  any  civil  action  asserted  pursuant  to  this  paragraph.

ARTICLE  X.

ASSIGNMENT

Section  10.1     No  Assignment.  This  Agreement  shall  not  be  assignable.
                  --------------
ARTICLE  XI.

NOTICES

Section  11.1     Notices.   Any  notices,  consents,  waivers,  or  other
                  -------
communications  required  or  permitted  to  be  given  under  the terms of this
Agreement  must be in writing and will be deemed to have been delivered (i) upon
receipt,  when  delivered personally; (ii) upon receipt, when sent by facsimile,
provided  confirmation  of  transmission  is  mechanically  or  electronically
generated  and  kept  on  file  by the sending party; (iii) three (3) days after
being sent by U.S. certified mail, return receipt requested, or (iv) one (1) day
     after  deposit  with a nationally recognized overnight delivery service, in
each  case  properly  addressed to the party to receive the same.  The addresses
and  facsimile  numbers  for  such  communications  shall  be:
If  to  the  Company,  to:


FLEXXTECH  CORPORATION,
5777  W.  Century  Boulevard,  Suite  767
Los  Angeles,  CA  94010
Attention:  Greg  Mardock
Telephone:  (310)  342-0794
Facsimile:  (310)  342-0791

with  a  copy  to:
     Bell,  Nunnally  &  Martin  LLP
     3232  McKinney  Avenue
     Suite  1400

Dallas,  TX  75204-2429
     Attention:  William  E.  Swart,  Esq.
     Telephone:  (214)  740-1400
     Telecopier:  (214)  740-1499

If  to  the  Investors,  to its address and facsimile number on Schedule I, with
copies  to  the Investors' counsel as set forth on Schedule I.  Each party shall
provide  five (5) days' prior written notice to the other party of any change in
address  or  facsimile  number.

ARTICLE  XII.

MISCELLANEOUS

Section  12.1     Counterparts.   This  Agreement may be executed in two or more
                  ------------
identical  counterparts,  all  of  which  shall  be  considered one and the same
agreement  and shall become effective when counterparts have been signed by each
party  and  delivered  to  the  other party.  In the event any signature page is
delivered  by  facsimile  transmission,  the  party using such means of delivery
shall  cause  four  (4)  additional  original  executed  signature  pages  to be
physically  delivered  to  the other party within five (5) days of the execution
and  delivery  hereof.

Section  12.2     Entire  Agreement;  Amendments.  This Agreement supersedes all
                  ------------------------------
other prior oral or written agreements between the Investors, the Company, their
     affiliates  and  persons acting on their behalf with respect to the matters
discussed  herein,  and  this  Agreement  and  the instruments referenced herein
contain  the  entire  understanding  of  the parties with respect to the matters
covered  herein  and  therein  and,  except  as specifically set forth herein or
therein,  neither  the  Company  nor  any  Investor  makes  any  representation,
warranty, covenant or undertaking with respect to such matters.  No provision of
this  Agreement  may be amended other than by an instrument in writing signed by
the  party  to  be  charged  with  enforcement.

Section  12.3     Reporting  Entity  for the Common Stock.  The reporting entity
                  ---------------------------------------
relied  upon for the determination of the trading price or trading volume of the
Common  Stock  on any given Trading Day for the purposes of this Agreement shall
be  Bloomberg,  L.P.  or  any  successor  thereto.

Section  12.4     Fees  and  Expenses.
                  -------------------
     (a)  The  Company  and May Davis Group, Inc. have entered into that certain
Placement  Agent  Agreement  (the  "Placement  Agent Agreement"), dated the date
hereof,  pursuant  to which the Company as agreed to pay certain fees all as set
forth  therein.
     (b)  The  Company  acknowledges  that  Dutchess Advisors, Ltd.  ("DAL") has
acted  and  is acting in an advisory capacity to Dutchess Private Equities Fund,
L.P.  in connection with this Agreement and the transactions contemplated hereby
and  accordingly  the  Company has agreed to pay the advisory fees of DAL as set
forth  in  this  Section.  Upon  execution  of this Agreement, the Company shall
issue  to  DAL  that  number  of  shares  of  Common  Stock as shall be equal to
$96,000.00 divided by the closing bid price of the Company's Common Stock on the
date  this  Agreement  is  executed by the Investors and the Company.  DAL shall
also  receive 2.8% of the gross proceeds of each dollar amount to be paid to the
Company  on  a  respective  Advance  Closing  Date,  which  amount shall be paid
directly  out  of  escrow.  Upon  execution of this Agreement, the Company shall
issue  to Duthcess Private Equities Fund, L.P., as a commitment fee, that number
of shares of Common Stock as shall be equal to $24,000.00 divided by the closing
bid  price  of the Company's Common Stock on the date this Agreement is executed
by  the  Investors  and  the  Company.

Section  12.5     Legal Fees.     Each of the parties shall pay its own fees and
                  ----------
expenses (including the fees of any attorneys, accountants, appraisers or others
     engaged  by  such  party)  in  connection  with  this  Agreement  and  the
transactions  contemplated  hereby,  except that the Company will pay the sum of
Fifteen  Thousand  and  No/100  Dollars ($15,000), to McGuireWoods LLP for legal
fees  and  will  further  pay the disbursements of such law firm incurred in the
preparation  and negotiation of this Agreement.  The Company hereby directs such
amount  to  be  paid  directly  from  the  proceeds  of  the  Initial  Advance.
Section  12.6     Brokerage.  Each  of the parties hereto represents that it has
                  ---------
had  no  dealings  in connection with this transaction with any finder or broker
who  will  demand  payment  of any fee or commission from the other party, other
than  as  set  forth  in  the Placement Agency Agreement. The Company on the one
hand, and the Investors, on the other hand, agree to indemnify the other against
     and  hold  the  other  harmless  from any and all liabilities to any person
claiming brokerage commissions or finder's fees on account of services purported
to  have  been  rendered  on behalf of the indemnifying party in connection with
this  Agreement  or  the  transactions  contemplated  hereby.

Section  12.7     Confidentiality.  If  for  any  reason  the  transactions
                  ---------------
contemplated  by  this Agreement are not consummated, each of the parties hereto
shall  keep  confidential  any information obtained from any other party (except
information  publicly  available  or  in  such  party's domain prior to the date
hereof,  and except as required by court order) and shall promptly return to the
other  parties  all  schedules,  documents,  instruments,  work  papers or other
written information without retaining copies thereof, previously furnished by it
as  a  result  of  this  Agreement  or  in  connection  herein.

<PAGE>

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

COMPANY:
FLEXXTECH  CORPORATION
By:  ________________________________
Name:
Title:

INVESTOR:
DRH  INVESTMENT  COMPANY,  LLC

By:  ________________________________
Name:  Alfred  Hahnfeldt
Title:   Managing  Member


<PAGE>

INVESTOR:

By:  ________________________________
Name:
Title:

<PAGE>
                                   SCHEDULE I
                              SCHEDULE OF INVESTORS
<TABLE>
<CAPTION>

<S>                            <C>                                 <C>                              <C>
                          INVESTOR ADDRESS           INVESTOR'S REPRESENTATIVES'  ADDRESS  INVESTOR'S COUNSEL ADDRESS
  INVESTOR NAME          AND FACSIMILE NUMBER               AND FACSIMILE NUMBER             AND FACSIMILE NUMBER
  -------------          --------------------               --------------------            ------------------------
    DRH  Investment    57 Post Road East, Suite 750,     May  Davis  Group,  Inc.             McGuire  Woods LLP
    Company LLC        Westport,CT  06880                c/o National Securities,             9 West 57th Street
                       203-899-1322                      28th  Floor                          Suite  1620
                                                         120  Broadway                        New  York,  NY  10019
                                                         New  York,  NY  10271               (212)  548-2150
                                                         May  Davis  Group,  Inc.             Joseph  B. LaRocco
   Dutchess Private    100  Mill  Plain  Rd.             c/o  National  Securities,           49  Locust  Avenue
   Equities Fund, LP   3rd  Floor                        28th  Floor                          Suite  107
                       Danbury,  CT  06811               120  Broadway                        New Canaan,  CT  06840
                       203-791-3839                      New  York,  NY  10271                (203)  966-0363


</TABLE>






<PAGE>


                                    EXHIBIT A
                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------

<PAGE>
                                    EXHIBIT B
                                ESCROW AGREEMENT
                                ----------------

<PAGE>
                                    EXHIBIT C
                  LEGAL OPINION OF BELL, NUNNALLY & MARTIN LLP
                  --------------------------------------------
<PAGE>
                                    EXHIBIT D
                      ADVANCE NOTICE/COMPLIANCE CERTIFICATE
                      -------------------------------------
                              FLEXXTECH CORPORATION
     The  undersigned,  ________________________________  hereby certifies, with
respect  to  the sale of shares of the Common Stock of Flexxtech Corporation,  (
the  "Company")  issuable  in connection with this Advance Notice and Compliance
Certificate  dated ___________________ (the "Notice"), delivered pursuant to the
Equity  Line  Of  Credit  Agreement  (the  "Agreement"),  as  follows:
1.     The  undersigned  is  the  duly  elected  Chief  Executive Officer of the
Company.
2.     The  representations  and  warranties  of  the  Company  set forth in the
Agreement  dated  as of ___________________ are true and correct in all material
respects  as  though  made  on  and  as  of  the  date  hereof.
3.     The  Company  has  performed  in  all material respects all covenants and
agreements  to  be  performed  by  the  Company  on or prior to the Advance Date
related  to  the  Notice  and  has  complied  in  all material respects with all
obligations  and  conditions  contained  in  the  Agreement.
4.     The  Advance  requested  is  _____________________.
The  undersigned  has  executed  this  Certificate  this  ____  day  of
_________________.

FLEXXTECH  CORPORATION
By:  ________________________________
Name:
Title:








                                    EXHIBIT E
                              PARTIAL RELEASE FORM

To:     FLEXXTECH  CORPORATION,
5777  W.  Century  Boulevard,  Suite  767
Los  Angeles,  CA  94010
Attention:  Greg  Mardock
Telephone:  (310)  342-0794
Facsimile:  (310)  342-0791
     Bell,  Nunnally  &  Martin  LLP
     3232  McKinney  Avenue
     Suite  1400
     Dallas,  TX  75204-2429
     Attention:  William  E.  Swart,  Esq.
     Telephone:  (214)  740-1400
     Telecopier:  (214)  740-1499

     First  Union  National  Bank
     Corporate  Trust  Department
     12  E.  49th  Street
     37th  Floor
     New  York,  New  York  10017
     Tel:  (212)  451-2531
     Fax:  (212)  451-2537

Pursuant  to  the  terms  of  the  Equity  Line of Credit Agreement the Investor
requests  the  release  from  the  Company of __________ shares of the Company's
Common Stock by overnight delivery or DWAC, if available, and the Investor, upon
confirmation  of  receipt  of  the  shares  by  the  Escrow  Agent  shall  wire
$____________ to the Company within two (2) Trading Days of said confirmation at
which  time  Escrow  Agent  shall  wire the funds to the Company and deliver the
shares  to  the  Investor pursuant to the joint instructions given to the Escrow
Agent  by  May  Davis  Group,  Inc.  and  the  Company.
                            INVESTOR


                            By:

Note: The number of Shares stated in this PARTIAL RELEASE FORM shall be equal to
----
the  dollar amount to be released divided by 91% of the lowest closing bid price
during  that  number  of  Trading  Days in the Pricing Period that have expired.


                                 SCHEDULE 2.7(A)
                              FLEXXTECH CORPORATION
     The  undersigned  hereby  agrees  that  for a period commencing on the date
hereof  and  expiring  on the termination of the Agreement dated August 14, 2001
between  Flexxtech  Corporation (the "Company") and  DRH Investment Company, LLC
and  Dutchess  Private  Equities  Fund,  L.P.  (the  "Investors")  (the "Lock-Up
Period"),  he,  she  or  it  will not, directly or indirectly, without the prior
written  consent  of  the Investors, issue, offer, agree or offer to sell, sell,
grant  an  option  for  the  purchase  or  sale  of,  transfer,  pledge, assign,
hypothecate,  distribute  or otherwise encumber or dispose of except pursuant to
Rule  144 of the General Rules and Regulations under the Securities Act of 1933,
any  securities  of  the  Company,  including  common  stock or options, rights,
warrants  or  other  securities  underlying,  convertible  into, exchangeable or
exercisable  for or evidencing any right to purchase or subscribe for any common
stock  (whether or not beneficially owned by the undersigned), or any beneficial
interest  therein  (collectively,  the  "Securities").
     In  order to enable the aforesaid covenants to be enforced, the undersigned
hereby  consents  to the placing of legends and/or stop-transfer orders with the
transfer agent of the Company's securities with respect to any of the Securities
registered  in  the  name  of  the  undersigned  or  beneficially  owned  by the
undersigned, and the undersigned hereby confirms the undersigned's investment in
the  Company.
Dated:  _______________,  2001
Signature:


Address:
City,  State,  Zip  Code:

Print  Social  Security  Number
or  Taxpayer  I.D.  Number
--------------------------

<PAGE>
                                  SCHEDULE 4.1
                       FLEXXTECH CORPORATION SUBSIDIARIES
                       ----------------------------------

a.

     Name     Percent  Owned
     ----     --------------
1.     Flexxtech  Holdings,  Inc.     100%
--     --------------------------     ----
2.     Primavera  Corporation  (owned  by  Flexxtech  Holdings,  Inc.)     100%
--     ---------------------------------------------------------------     ----
3.     North  Texas  Circuit  Board  Co.,  Inc.     100%
--     ----------------------------------------     ----

b.     The  Company  is not qualified as a foreign corporation to do business in
California.  North  Texas  Circuit  Board  Co.,  Inc.  is  currently not in good
standing  for  failure  to  pay  $84.98  in  franchise  taxes.

<PAGE>
                                  SCHEDULE 4.3
                                 CAPITALIZATION
                                 --------------
                  FLEXXTECH CORPORATION CAPITALIZATION SCHEDULE
                                             Authorized - Common     100,000,000
                                             -------------------     -----------
                                                      Free Trading     4,818,482
                                                       Restricted     10,376,380
                                           Issued and outstanding     15,194,862
                                              Outstanding options     100,000
                          Preferred stock convertible into common     0
                                                            Total     15,294,862
                                                                      ----------
                                                        Available     84,705,138
                                                                      ==========

                     Outstanding Stock          Convertible
       Held by Directors     Common Stock     Preferred Stock     Options
                                              ---------------     -------
       Greg Mardock           783,333                  ----     ----
      -----------------       -------                  ----     ----
       Mardock.com, Inc.*     650,000                  ----     ----
      ------------------      -------                  ----     ----
       VLK Capital Corp.*     4,025,000                ----     ----
      ------------------      ---------                ----     ----

*Greg  Mardock is the principal owner of Mardock.com, Inc. and VLK Capital Corp.

<PAGE>
                                  SCHEDULE 4.4
                                   NO CONFLICT
                                   -----------
     There  is  no  material  violation  or default of any term of the Company's
organizational  documents,  any material contract to which it is a party, or any
judgment,  decree or order, any statute, rule or regulation to which the Company
is  subject.

<PAGE>
                                  SCHEDULE 4.6
                                   DISCLOSURE
                                   ----------
     The  Balance  Sheets  contained  in  the  10-KSB and 10-QSB for the periods
ending  December  31,  2000  and  March  31,  2001  respectively, state that the
Company's  authorized common stock is 25,000,000 shares, however on December 29,
2000  the Company amended its Articles of Incorporation to reflect the amount of
authorized  common  stock  as  100,000,000.  Additionally, the 10-KSB appears to
erroneously  refer  to  Edward  Fearon  as  a  Director.



<PAGE>
                                  SCHEDULE 4.7
                                   NO DEFAULT
                                   ----------
     The  Company  is  not  in  default  in the performance or observance of any
material obligation, agreement, covenant or condition contained in any agreement
to  which  it  is  a  party  or  by  which  it  is  or  its  property  is bound.

<PAGE>
                                  SCHEDULE 4.8

                          ABSENCE OF EVENTS OF DEFAULT
                          ----------------------------

     The Company and each of its subsidiaries, with the exception of North Texas
Circuit  Board  Co.,  Inc., have not filed Federal or state (where required) tax
returns  since  the  formation  of  the  Company.


<PAGE>
                                  SCHEDULE 4.12
                                      TITLE
                                      -----
a)     The  Company's  assets  and accounts receivable are subject to a security
interest  of  Comerica  Bank  pursuant to that certain Variable Rate Demand Note
dated  June  23,  2000  in  the principal amount of $823,130.09 and that certain
Master  Note  dated  December 18, 1998 in the principal amount of $1,750,000.00.

b)   Primavera  Corporation  -  UCC  Debtor
     Texas  -  Secretary  of  State
     File  No.  -  0000527079
     File  Date  -  6/22/00
     Secured  Party:  Legacy  Bank  of  Texas
     Collateral:  All  of  Debtor's  accounts  receivable,  whether owned now or
acquired  later,  together  with  all  accessions,  additions,  replacements and
substitutions,  all  records  of  any  kind  relating  thereto, and all proceeds
thereof  (including  cash  or  other  payment  or  consideration  and  insurance
proceeds).

c)     North  Texas  Circuit  Board  Co.,  Inc.  -  UCC  Debtor
     Texas  -  Dallas  County  Clerk
     File  No.  -  200000400723
     File  Date  -  9/12/00
     Secured  Party:  TACONIC
     Security:  Equipment

d)     Please  see  Attachment 1 to Schedule 4.12 for a list of liens filed with
the Texas Secretary of State with North Texas Circuit Board Co., Inc. as Debtor.

<PAGE>
                                  SCHEDULE 4.17

                              ABSENCE OF LITIGATION
                              ---------------------

     Default  Judgment  entered  by  Triad  Ad Valorem Group against North Texas
Circuit  Board  Co.,  Inc.  on  July 18, 2001, in the County Court at Law No. 3,
Dallas  County,  Texas, in the amount of $5,665.01 in actual damages, $736.45 in
pre-judgment  interest,  attorneys'  fees,  post-judgment  interest and costs of
court.

     Merriwether  Circuits  is  claiming that it has obtained a judgment against
North  Texas  Circuit  Board Co., Inc. by and through its attorneys.  As of yet,
the  opposing  counsel has failed to provide North Texas Circuit Board Co., Inc.
with  a  copy of the petition, evidence of service of process or evidence of any
judgment.

     Neltec  of  Arizona  threatened  to  bring suit against North Texas Circuit
Board  Co.,  Inc.  for  alleged  nonpayment of contractual debt.  The matter has
settled  and,  as  of the Closing Date, North Texas Circuit Board Co., Inc. only
has  one  (1)  payment  of  $4,683.28 remaining to be paid to Neltec of Arizona.

     Robert  Eubanks  a/k/a  Bob  Eubanks, Larry Dorizetti and Luminary Ventures
brought  suit against Flexxtech Corporation on April 26, 2001 for alleged breach
of  contract.  Such  matter  is  currently  in  settlement  negotiations.

     Multilayer Technology International, Inc. v. North Texas Circuit Board Co.,
Inc.;  Cause No. CC-01-02724-B; County Court at Law No. 2, Dallas County, Texas.

     Affiliated Distributors, Inc. v. North Texas Circuit Board Co., Inc.; Cause
No.  CC-01-02259-E; County Court at Law No. 5, Dallas County, Texas.  Settlement
terms  call  for  payment,  in  the  aggregate,  of  $11,700.00  with  interest.


<PAGE>
                                  SCHEDULE 4.20
                                   TAX STATUS
                                   ----------

     The Company and each of its subsidiaries, with the exception of North Texas
Circuit  Board  Co.,  Inc., have not filed Federal or state (where required) tax
returns  since  the  formation  of  the  Company.


<PAGE>
                                  SCHEDULE 4.21

                              CERTAIN DEVELOPMENTS
                              --------------------

a)     New  Stock  Issuances:  Please  see  attached  active  shareholder  list,
attached  hereto  as  Exhibit 1 to Schedule 4.21.  Also, an additional 2,000,000
shares of Common Stock were issued to VLK Capital Corp. on August 13, 2001.  The
Company  continues  to raise equity capital at $1.00 per share on an open Reg D.
506.

b)     On  July  1,  2001, Flexxtech Holdings sold one hundred percent (100%) of
the  stock of Mardock, Inc. and OpiTV.com, Inc. to Mardock.com, Inc. in exchange
for,  in  the  aggregate,  250,000  shares  of  Common  Stock  of  the  Company.

c)     New  Obligations:  Commitments to purchase a Giga 8800 Automatic Drilling
Machine  at  a cost of $325,000.00 to be delivered in the second quarter of 2002
(Purchase  Order generated 7/31/01) and a Flying Probe System with the Alpha O1L
Fully  Automatic  Drilling  Machine  for $160,000.00 (no purchase order has been
generated).



<PAGE>
                                  SCHEDULE 4.24
                                 USE OF PROCEEDS
                                 ---------------
     The  Company  will  use  the  proceeds from the line of credit for internal
working  capital  purposes.