EXHIBIT 10.7


                          SECURITIES PURCHASE AGREEMENT

     THIS  SECURITIES  PURCHASE  AGREEMENT,  (the, "Agreement"), dated as of the
date  of  acceptance  set  forth  below,  is entered into by and among FLEXXTECH
CORPORATION,  a Nevada corporation, with headquarters located at 5777 W. Century
Boulevard,  Suite  767,  Los Angeles, California 94010 (the "Company"), and each
entity  named  on  the  signature  page  hereto  and  permitted assigns (each, a
"Buyer")  (each  agreement  with a Buyer being deemed a separate and independent
agreement  between  the  Company  and  such  Buyer,  except  that  each  Buyer
acknowledges  and  consents to the rights granted to each other Buyer under such
agreement  and  the  Transaction  Agreements  (as  defined  below).

                              W I T N E S S E T H:

     WHEREAS,  the  Company  and  the  Buyers  are executing and delivering this
Agreement  in accordance with and in reliance upon the exemption from securities
registration  afforded,  inter alia, by Rule 506 under Regulation D ("Regulation
                         ----------
D")  as promulgated by the United States Securities and Exchange Commission (the
"SEC")  under  the  Securities  Act of 1933, as amended (the "1933 Act"), and/or
Section  4(2)  of  the  1933  Act;  and

     WHEREAS,  the  Buyers  wish  to purchase, upon the terms and subject to the
conditions  of  this  Agreement,  $240,000  of  debentures  of  the Company (the
"Debentures"),  which will be convertible into shares of Common Stock, par value
$.001 per share, of the Company (the "Common Stock"), upon the terms and subject
to  the  conditions  of  such  Debentures,  and  subject  to  acceptance of this
Agreement  by  the  Company;

NOW  THEREFORE,  in  consideration  of  the  premises  and  the mutual covenants
contained  herein  and  other  good  and valuable consideration, the receipt and
sufficiency  of  which  are  hereby  acknowledged, the parties agree as follows:

1.     AGREEMENT  TO  PURCHASE;  PURCHASE  PRICE.
     PURCHASE.
     The undersigned Buyers hereby, severally and not jointly, agree to purchase
     from  the Company Debentures in the principal amount of $240,000, each such
Debenture  having the terms and conditions and being in the form attached hereto
as  Exhibit  B.
     Subject  to  the  terms  and  conditions  of  this  Agreement and the other
Transaction  Agreements  (as  defined  below),  the  Buyers  will  purchase  the
Debentures  at  a  closing  (the "Closing") held on the Closing Date (as defined
below).

     The  purchase price to be paid by each Buyer shall equal the face amount of
the  Debentures,  as  the  case  may be, being purchased on the Closing Date (as
defined  below)  by  such  Buyer  as  set  forth  on  the signature page to this
Agreement,  and  shall  be  payable  in  United  States  Dollars.

     CERTAIN  DEFINITIONS.     As  used  herein, each of the following terms has
the  meaning  set  forth  below,  unless  the  context  otherwise  requires:
(i)     "Affiliate"  means, with respect to a specific Person referred to in the
relevant  provision, another Person who or which controls or is controlled by or
is  under  common  control  with  such  specified  Person.
(ii)     "Certificates" means the relevant Debentures duly executed on behalf of
the  Company  and  issued  in  the  name  of  the  respective  Buyer.
(iii)     "Closing  Date"  means  the  date  of  the  Closing.
(iv)     "Conversion  Shares"  means  the  shares  of Common Stock issuable upon
conversion  of  the  Debentures.
(v)     "Debentures"  means  all  or  any  portion  of  the  Debentures.
(vi)     "Effective Date" means the effective date of the Registration Statement
covering  the  Registrable  Securities  (as  those  terms  are  defined  in  the
Registration  Rights  Agreement  defined below) for the Debentures issued on the
Closing  Date.
(vii)     "Person"  means  any  living  person  or  any entity, such as, but not
necessarily  limited  to,  a  corporation,  partnership  or  trust.
(viii)     "Purchase  Price"  means  the  purchase  price  for  the  Debentures.
(ix)     "Schedules"  means  the disclosure schedules attached hereto as Exhibit
"A".
(x)     Securities"  means  the  Debentures  and  the Common Stock issuable upon
conversion  of  the  Debentures.
(xi)     "Shares"  means  the  shares of Common Stock representing any or all of
the  Conversion  Shares.
     FORM  OF  PAYMENT;  DELIVERY  OF  CERTIFICATES.
     (i)     Each  Buyer  shall  pay the Purchase Price to be paid by such Buyer
for  the  relevant  Debentures by delivering immediately available good funds in
United States Dollars to the Company at the Closing on the Closing Date, subject
to  the  payment  of  fees  and expenses as provided in Section 12(a) and 12(b).
     No later than the Closing Date, but in any event promptly following payment
     by  each  Buyer  to  the  Company  of the Purchase Price to be paid by such
Buyer,  the  Company  shall  deliver  the  relevant  Certificates to such Buyer.
     METHOD  OF  PAYMENT.  Payment to the Company of the Purchase Price shall be
made  at  the  Closing  by  wire  transfer  of  funds  to:
Beneficiary  Account  Name:
     NORTH  TEXAS  CIRCUIT  BOARD  CO.,  INC.
     1501  W.  Shady  Grove  Road
     Grand  Prairie,  Texas  75050
Beneficiary  Account  No.:     867713
ABA/Transit  No:     111901234
Beneficiary  Bank:     Legacy  Bank  of  Texas
With  notice  to:     Steve  Young

2.     BUYERS  REPRESENTATIONS,  WARRANTIES,  ETC.;  ACCESS  TO  INFORMATION;
INDEPENDENT  INVESTIGATION.
     Each  Buyer,  severally  and  not  jointly, represents and warrants to, and
covenants  and  agrees  with,  the  Company  as  follows:

A.     Without  limiting  any Buyer's right to sell the Common Stock pursuant to
the  Registration Statement, each Buyer is purchasing the Debentures and will be
acquiring the Shares for its own account for investment only and not with a view
     towards  the  public sale or distribution thereof and not with a view to or
for  sale  in  connection  with  any  distribution  thereof.

B.     Each  Buyer  is  (i)  an "accredited investor" as that term is defined in
Rule  501  of  the General Rules and Regulations under the 1933 Act by reason of
Rule  501(a)(3), (ii) experienced in making investments of the kind described in
this  Agreement and the related documents, (iii) able, by reason of the business
and  financial  experience  of  its  officers  (if  an  entity) and professional
advisors  (who  are not affiliated with or compensated in any way by the Company
or  any  of  its  affiliates or selling agents), to protect its own interests in
connection  with  the  transactions described in this Agreement, and the related
documents,  and  (iv)  able  to  afford the entire loss of its investment in the
Securities.

C.     All  subsequent offers and sales of the Debentures and the Shares by each
Buyer shall be made pursuant to registration of the Shares under the 1933 Act or
pursuant  to  an  exemption  from  registration  and will comply with applicable
states'  securities  laws.

D.     Each  Buyer understands that the Debentures are being offered and sold to
it  in  reliance  on  specific  exemptions from the registration requirements of
United  States federal and state securities laws and that the Company is relying
upon  the  truth  and  accuracy  of,  and  the  Buyer's  compliance  with,  the
representations,  warranties,  agreements, acknowledgments and understandings of
the  Buyers  set  forth  herein  in  order to determine the availability of such
exemptions  and  the  eligibility  of  the  Buyers  to  acquire  the Debentures.

E.     Each  Buyer  and  its  advisors,  if  any,  have  been furnished with all
materials  relating  to the business, finances and operations of the Company and
materials  relating to the offer and sale of the Debentures and the offer of the
Shares  which have been requested by the Buyer.  Each Buyer and its advisors, if
any, have been afforded the opportunity to ask questions of the Company and have
     received  complete and satisfactory answers to any such inquiries.  Without
limiting  the  generality  of  the  foregoing,  each  Buyer  has  also  had  the
opportunity  to  obtain  and  to  review the Company's (1) Annual Report on Form
10-KSB for the fiscal year ended December 31, 2000, (2) Quarterly Report on Form
10-QSB  for  the  fiscal  quarter  ended  March  31,  2001  (the  "Company's SEC
Documents")  and  (3) all other filings made by the Company under the Securities
Exchange  Act  of  1934  (the  "Company's  SEC  Documents.").
F.     Each  Buyer  understands that its investment in the Securities involves a
high  degree  of  risk.

G.     Each  Buyer  understands that no United States federal or state agency or
any  other  government  or  governmental  agency  has  passed  on  or  made  any
recommendation  or  endorsement  of  the  Securities.

H.     Each Buyer is duly organized, validly existing and in good standing under
     the  laws  of the jurisdiction of its organization.  This Agreement and the
Transaction  Agreements  have  been  duly  and  validly authorized, executed and
delivered on behalf of the Buyer and create a valid and binding agreement of the
Buyer  enforceable in accordance with its terms, subject as to enforceability to
general principles of equity and to bankruptcy, insolvency, moratorium and other
similar  laws  affecting  the  enforcement  of  creditors'  rights  generally.
I.     Such  Buyer  has not employed any broker or finder in connection with the
transactions  contemplated  by  this  Agreement.
J.     The  state in which any offer to purchase shares hereunder was made to or
accepted  by  such Buyer in the state shown as the Buyer's address on Schedule I
hereto.
K.     Each  Buyer  was  not  formed  for the purpose of investing solely in the
Securities  which  may  be  acquired  hereunder.
L.     Each  Buyer  is able to bear the complete loss of such Buyer's investment
in  the  Securities.
M.     Each  Buyer's  execution,  delivery  and performance under this Agreement
will  not  breach the provisions of any agreement to which the Buyer is a party.
3.     COMPANY  REPRESENTATIONS,  ETC.   The  Company represents and warrants to
the  Buyers  that,  except  as  disclosed  in  the  Schedules:
N.     CONCERNING  THE  DEBENTURES  AND  THE  SHARES.   There  are no preemptive
rights  of  any  stockholder  of  the  Company  to acquire the Debentures or the
Shares.
O.     REPORTING  COMPANY  STATUS.  The Company is a corporation duly organized,
validly  existing and in good standing under the laws of the State of Nevada and
has  the  requisite  corporate  power  to own its properties and to carry on its
business  as  now  being  conducted.  The Company is duly qualified as a foreign
corporation  to  do  business and is in good standing in each jurisdiction where
the  nature  of  the  business  conducted  or  property  owned  by it makes such
qualification  necessary, other than those jurisdictions in which the failure to
so  qualify would not have a material adverse effect on the business, operations
or condition (financial or otherwise) or results of operation of the Company and
     its  subsidiaries  taken  as  a  whole  (a "Material Adverse Effect").  The
Company  has registered its Common Stock pursuant to Section 12 of the 1934 Act,
and  the  Common  Stock is listed and traded on the OTC Bulletin Board Market of
the  National  Association of Securities Dealers, Inc.  The Company has received
no  notice, either oral or written, with respect to the continued eligibility of
the  Common  Stock  for  such  listing,  and  the  Company  has  maintained  all
requirements  for  the  continuation  of  such  listing.
P.     AUTHORIZED  SHARES.  The authorized capital stock of the Company consists
of  100,000,000  shares  of  Common  Stock, par value $0.001 per share, of which
15,194,862  shares  are issued and outstanding as of the date of this Agreement.
All  issued and outstanding shares of Common Stock have been duly authorized and
validly issued and are fully paid and nonassessable.  The Company has sufficient
authorized and unissued shares of Common Stock as may be necessary to effect the
issuance  of  the  Shares. The Shares have been duly authorized and, when issued
upon  conversion  of, or as interest on, the Debentures will be duly and validly
issued, fully paid and non-assessable and will not subject the holder thereof to
personal  liability  by  reason  of being such holder.  At all times, the Issuer
shall  keep  available  Common  Stock  duly  authorized for issuance against the
Debentures.

Q.     SECURITIES  PURCHASE  AGREEMENT;  REGISTRATION  RIGHTS  AGREEMENT.  This
Agreement  and  the  Registration  Rights Agreement, between the Company and the
Buyers, substantially in the form of Exhibit C annexed hereto (the "Registration
Rights  Agreement"),  and  the transactions contemplated thereby, have been duly
and validly authorized by the Company, this Agreement has been duly executed and
delivered  by  the  Company.  Each  of  this  Agreement,  the Debentures and the
Registration  Rights  Agreement, when executed and delivered by the Company, are
and  will  be,  valid  and  binding  agreements  of  the  Company enforceable in
accordance  with their respective terms, subject as to enforceability to general
principles  of  equity  and  to  bankruptcy,  insolvency,  moratorium, and other
similar  laws  affecting  the  enforcement  of  creditors'  rights  generally.

R.     NON-CONTRAVENTION.  The  execution  and  delivery  of this Agreement, the
Debenture  and the Registration Rights Agreement by the Company, the issuance of
the  Securities,  and  the consummation by the Company of the other transactions
contemplated  by  this  Agreement,  the  Registration  Rights Agreement, and the
Debentures  do  not  and  will  not  conflict  with or result in a breach by the
Company  of any of the terms or provisions of, or constitute a default under (i)
the  articles  of  incorporation or by-laws of the Company, each as currently in
effect, (ii) to its actual knowledge, any indenture, mortgage, deed of trust, or
other  material  agreement  or  instrument to which the Company is a party or by
which  it  or  any  of its properties or assets are bound, including any listing
agreement  for the Common Stock, except as herein set forth, (iii) to its actual
knowledge,  any  existing  applicable law, rule, or regulation or any applicable
decree,  judgment,  or  order  of  any  court,  United  States  federal or state
regulatory  body,  administrative  agency,  or  other  governmental  body having
jurisdiction  over  the  Company or any of its properties or assets, or (iv) the
Company's  listing  agreement for its Common Stock, except such conflict, breach
or  default  which  would  not  have  a  Material  Adverse  Effect.

S.     APPROVALS.  No  authorization,  approval  or  consent  of  any  court,
governmental  body,  regulatory  agency,  self-regulatory organization, or stock
exchange or market or the stockholders of the Company is required to be obtained
by  the  Company  for  the  issuance and sale of the Securities to the Buyers as
contemplated  by  this  Agreement,  except  such  authorizations,  approvals and
consents  that  have  been  obtained,  or  such  authorizations,  approvals  and
consents,  the  failure  of  which  to  obtain would not have a Material Adverse
Effect.

T.     SEC  FILINGS.  None of the Company's SEC Documents contained, at the time
they were filed, any untrue statement of a material fact or omitted to state any
material  fact required to be stated therein or necessary to make the statements
made  therein  in  light  of  the  circumstances under which they were made, not
misleading.  The  Company has since December 31, 2000 timely filed all requisite
forms,  reports  and  exhibits  thereto  with  the  SEC.

U.     ABSENCE  OF  CERTAIN CHANGES.  Since December 31, 2000, there has been no
Material  Adverse  Effect,  except  as disclosed in the Company's SEC Documents.
Since  December  31,  2000,  except  as provided in the Company's SEC Documents,
neither  the  Company  nor  any  of  its subsidiaries has (i) incurred or become
subject  to any material liabilities (absolute or contingent) except liabilities
incurred in the ordinary course of business consistent with past practices; (ii)
discharged  or  satisfied  any material lien or encumbrance or paid any material
obligation or liability (absolute or contingent), other than current liabilities
paid  in  the  ordinary course of business consistent with past practices; (iii)
declared  or  made  any  payment  or  distribution  of cash or other property to
stockholders  with  respect  to  its capital stock, or purchased or redeemed, or
made any agreements to purchase or redeem, any shares of its capital stock; (iv)
sold,  assigned  or transferred any other tangible assets, or canceled any debts
or  claims,  except  in  the  ordinary  course  of business consistent with past
practices;  (v) suffered any substantial 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 existing business; (vi) made any changes in employee
compensation,  except  in  the  ordinary course of business consistent with past
practices;  or  (vii) experienced any material problems with labor or management
in  connection  with  the  terms  and  conditions  of  their  employment.
V.     FULL  DISCLOSURE.  There  is no fact actually known to the Company (other
than  general  economic conditions known to the public generally or as disclosed
in  the  Company's  SEC Documents) that has not been disclosed in writing to the
Buyers  that (i) would reasonably be expected to have a Material Adverse Effect,
(ii) would reasonably be expected to materially and adversely affect the ability
of  the  Company to perform its obligations pursuant to this Agreement or any of
the  agreements contemplated hereby (collectively, including this Agreement, the
"Transaction  Agreements"),  or (iii) would reasonably be expected to materially
and  adversely  affect  the  value  of  the  rights granted to the Buyers in the
Transaction  Agreements.

W.     ABSENCE  OF  LITIGATION.  Except  as  set  forth  in  the  Company's  SEC
Documents, there is no action, suit, proceeding, inquiry or investigation before
or  by  any  court,  public  board  or  body pending or, to the knowledge of the
Company, threatened against or affecting the Company or any of its subsidiaries,
wherein an unfavorable decision, ruling or finding would have a Material Adverse
Effect or which would adversely affect the validity or enforceability of, or the
authority  or  ability  of  the Company and its subsidiaries taken as a whole to
perform  its  obligations  under,  any  of  the  Transaction  Agreements.

X.     ABSENCE  OF  EVENTS  OF  DEFAULT.  Except  as  set  forth in Section 3(e)
hereof,  no  Event  of  Default  (or  its  equivalent  term),  as defined in the
respective agreement to which the Company or any of its subsidiaries 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 (or its equivalent term) (as so defined in such
agreement),  has occurred and is continuing, which would have a Material Adverse
Effect.

Y.     PRIOR  ISSUES. Except as set forth in the Company's SEC Documents, during
the twelve (12) months preceding the date hereof, the Company has not issued any
convertible  securities or any shares of  Common Stock that was not disclosed in
the  SEC  Documents.

Z.     NO  UNDISCLOSED LIABILITIES OR EVENTS.  The Company has no liabilities or
obligations  other  than those disclosed in the Company's SEC Documents or those
incurred  in  the  ordinary  course of the Company's business since December 31,
1999,  and  which  individually  or in the aggregate, do not or would not have a
Material  Adverse Effect.  No event or circumstances has occurred or exists with
respect  to  the  Company  or  its properties, business, condition (financial or
otherwise),  or  results  of  operations,  which,  under applicable law, rule or
regulation,  requires public disclosure or announcement prior to the date hereof
by the Company but which has not been so publicly announced or disclosed.  There
are  no  proposals  currently under consideration or currently anticipated to be
under  consideration  by the Board of Directors or the executive officers of the
Company  which  proposal would (x) change the articles of incorporation or other
charter document or by-laws of the Company, each as currently in effect, with or
without  shareholder  approval, which change would reduce or otherwise adversely
affect  the  rights  and  powers  of the shareholders of the Common Stock or (y)
materially  or  substantially  change  the  business,  assets  or capital of the
Company,  including  its  interests  in  subsidiaries.
AA.     NO  DEFAULT.  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 material indenture, mortgage, deed of
trust  or  other  material  instrument or agreement to which it is a party or by
which  it  or  its  property  is  bound.
BB.     NO  INTEGRATED  OFFERING.  Neither the Company nor any of its affiliates
nor any person acting on its or their behalf has, directly or indirectly, at any
time  since  December  31,  2000,  made  any  offer  or sales of any security or
solicited  any  offers  to  buy  any  security  under  circumstances  that would
eliminate  the availability of the exemption from registration under Rule 506 of
Regulation  D  in  connection  with  the  offer  and  sale  of the Securities as
contemplated  hereby.

CC.     DILUTION.  The  number  of  Shares  issuable  upon  conversion  of  the
Debentures  may  increase substantially in certain circumstances, including, but
not  necessarily  limited  to,  the circumstance wherein the market price of the
Common  Stock declines prior to the conversion of the Debentures.  The Company's
executive officers and directors have studied and fully understand the nature of
the  securities  being  sold  hereby  and  recognize  that they have a potential
dilutive  effect and further that the conversion of the Debenture and/or sale of
the  Conversion  Shares  may  have  an adverse effect on the market price of the
Common  Stock.  The  board  of  directors  of  the Company has concluded, in its
business  judgment,  that such issuance is in the best interests of the Company.
The  Company  specifically  acknowledges that its obligation to issue the Shares
upon  conversion  of  the Debentures is binding upon the Company and enforceable
regardless  of the dilution such issuance may have on the ownership interests of
other  shareholders  of  the  Company.
4.     CERTAIN  COVENANTS  AND  ACKNOWLEDGMENTS.
DD.     TRANSFER  RESTRICTIONS.  The  Buyers acknowledge that (1) the Debentures
have  not been and are not being registered under the provisions of the 1933 Act
and,  except  as  provided in the Registration Rights Agreement, the Shares have
not  been  and  are  not  being  registered  under  the 1933 Act, and may not be
transferred  unless  (A)  subsequently  registered  thereunder or (B) the Buyers
shall  have  delivered  to  the  Company  an  opinion  of  counsel,  reasonably
satisfactory in form, scope and substance to the Company, to the effect that the
     Securities to be sold or transferred may be sold or transferred pursuant to
an  exemption  from  such  registration;  (2) any sale of the Securities made in
reliance  on  Rule  144  promulgated  under  the  1933  Act  may be made only in
accordance  with  the  terms  of  said  Rule  and  further,  if said Rule is not
applicable,  any  resale  of  such  Securities  under circumstances in which the
seller,  or  the  person  through  whom the sale is made, may be deemed to be an
underwriter,  as  that term is used in the 1933 Act, may require compliance with
some  other exemption under the 1933 Act or the rules and regulations of the SEC
thereunder;  (3)  the  Buyers may not sell or transfer the Debentures unless the
amount  sold  or transferred exceeds twenty percent (20%) of the Debentures; and
(4) neither the Company nor any other person is under any obligation to register
the  Securities (other than pursuant to the Registration Rights Agreement) under
the  1933  Act  or  to  comply  with  the  terms and conditions of any exemption
thereunder.

EE.     RESTRICTIVE  LEGEND.  The  Buyers  acknowledge  and  agree  that  the
Debentures,  and,  until  such time as the Shares have been registered under the
1933  Act  as  contemplated  by  the  Registration  Rights Agreement and sold in
accordance  with  an  effective  Registration  Statement, certificates and other
instruments  representing  any of the Securities shall bear a restrictive legend
in  substantially  the  following  form (and a stop-transfer order may be placed
against  transfer  of  any  such  Securities):
THESE  SECURITIES  (THE  "SECURITIES")  HAVE  NOT  BEEN  REGISTERED  UNDER  THE
SECURITIES  ACT  OF  1933,  AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS  OF  ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN
EFFECTIVE  REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR
OTHER  EVIDENCE  ACCEPTABLE  TO  THE  CORPORATION  THAT SUCH REGISTRATION IS NOT
REQUIRED.

FF.     REGISTRATION  RIGHTS  AGREEMENT.  The parties hereto agree to enter into
the  Registration  Rights  Agreement  on  or  before  the  Closing  Date.
GG.     FILINGS.  The  Company  undertakes  and  agrees  to  make  all necessary
filings  in  connection  with  the sale of the Securities to the Buyers required
under  any  United  States laws and regulations applicable to the Company, or by
any  domestic  securities  exchange or trading market, and to promptly provide a
copy  thereof  to  the  Buyers  after  written  request.
HH.     REPORTING STATUS.  So long as the any of the Buyers beneficially own any
     of  the Securities, the Company shall file all reports required to be filed
with  the  SEC  pursuant to Section 13 or 15(d) of the 1934 Act, and the Company
shall  not  terminate its status as an issuer required to file reports under the
1934  Act  even  if  the  1934 Act or the rules and regulations thereunder would
permit  such  termination.  Except  as otherwise set forth in this Agreement and
the  Transaction  Agreements,  the Company will take all reasonable action under
its  control  to  obtain  and  to continue the listing and trading of its Common
Stock  (including,  without  limitation,  all Registrable Securities) on the OTC
Bulletin  Board  Market  of the National Association of Securities Dealers, Inc.
and  will  comply  in all material respects with the Company's reporting, filing
and  other obligations under the by-laws or rules of the National Association of
Securities  Dealers,  Inc.  ("NASD").
II.     USE  OF PROCEEDS.   The Company shall have the proceeds from the sale of
the  Debentures  (excluding amounts paid by the Company for fees as set forth in
the  Transaction  Documents)  in the net amount of $213,800, wired to its wholly
owned  subsidiary  North  Texas  Circuit Board Co., Inc. to purchase a Giga 8800
Automatic CNC Drilling Machine and any remaining funds shall be used for working
capital.
JJ.     CERTAIN  AGREEMENTS.  (i)  The Company covenants and agrees that it will
not,  without the prior written consent of the Buyers, enter into any subsequent
or  further  offer or sale of Common Stock or securities convertible into Common
Stock  (collectively,  "New  Common  Stock")  with any third party pursuant to a
transaction  which in any manner permits the sale of the New Common Stock on any
date  which  is  earlier than ninety (90) days from the last day of the calendar
month  in  which  the  Effective  Date occurs. The limitations described in this
section  shall  not  apply  to  (w) any underwritten offering of securities made
pursuant  to  a  written  underwriting  agreement  with  a  nationally-  or
regionally-recognized  investment  bank,  (x)  any  issuance  of  securities  or
assumption  of debt made in connection with a merger, acquisition of or purchase
of  the  assets  of  another entity where the purpose of such issuance is not to
raise  equity  capital,  or (y) any issuance of warrants made to a bank or other
commercial  lending institution in connection with a loan made to the Company by
such  bank  or  institution.

KK.     AVAILABLE  SHARES.  The  Company  shall have at all times authorized and
reserved  for  issuance,  free  from  preemptive  rights, shares of Common Stock
sufficient to yield two hundred percent (200%) of the number of shares of Common
Stock issuable at conversion as may be required to satisfy the conversion rights
of  the Buyers pursuant to the terms and conditions of the Debentures which have
been  issued  and  not  yet converted. If at any time, the Company does not have
available  an  amount  of  authorized and non-issued Shares necessary to satisfy
full  Conversion  of  the then outstanding amount of the Debentures, the Company
shall call and hold a special meeting within 30 days of such occurrence, for the
sole  purpose  of increasing the number of shares authorized.  Management of the
Company  shall  recommend  to  shareholders  to  vote in favor of increasing the
number of Common Stock authorized.  Management shall also vote all of its shares
in  favor  of  increasing  the  number  of  Common  Stock  authorized.
LL.     REIMBURSEMENT.  If  (i)  any  Buyer,  other  than by reason of its gross
negligence,  willful  misconduct  or  breach  of  law or this Agreement, becomes
involved  in  any capacity in any action, proceeding or investigation brought by
any  stockholder  of  the  Company,  in  connection  with  or as a result of the
consummation  of the transactions contemplated by the Transaction Agreements, or
if  such  Buyer  is impleaded in any such action, proceeding or investigation by
any  Person,  or  (ii)  any Buyer, other than by reason of its gross negligence,
willful  misconduct  or  breach  of law, becomes involved in any capacity in any
action,  proceeding or investigation brought by the SEC against or involving the
Company  or  in  connection  with  or  as  a  result  of the consummation of the
transactions  contemplated  by  the  Transaction Agreements, or if such Buyer is
impleaded in any such action, proceeding or investigation by any Person, then in
     any  such  case,  the  Company will reimburse such Buyer for its reasonable
legal  and  other  expenses  (including  the  cost  of  any  investigation  and
preparation)  incurred  in  connection therewith, as such expenses are incurred.
The  reimbursement  obligations  of the Company under this paragraph shall be in
addition  to  any  liability  which the Company may otherwise have, shall extend
upon  the  same  terms  and  conditions  to any affiliates of the Buyers who are
actually  named  in  such  action,  proceeding  or  investigation, and partners,
directors,  agents,  employees and controlling persons (if any), as the case may
be, of the Buyers and any such Affiliate, and shall be binding upon and inure to
the  benefit  of  any successors, assigns, heirs and personal representatives of
the  Company,  the Buyers and any such Affiliate and any such Person.  Except as
otherwise  set forth in the Transaction Agreements, the Company also agrees that
neither any Buyer nor any such Affiliate, partners, directors, agents, employees
or  controlling  persons  shall  have any liability to the Company or any person
asserting  claims  on behalf of or in right of the Company in connection with or
as  a  result  of  the  consummation of the Transaction Agreements except to the
extent that any losses, claims, damages, liabilities or expenses incurred by the
Company  result from the gross negligence or willful misconduct of such Buyer or
from  a breach of the representations, covenants and conditions contained herein
or  from  a  breach  of  law.

5.     TRANSFER  AGENT  INSTRUCTIONS.
MM.     Promptly  following  the  purchase  by  the  Buyers of the Debentures in
accordance  with  Section 1(c) hereof, the Company will irrevocably instruct its
transfer  agent  to  issue Common Stock from time to time upon conversion of the
Debentures  in such amounts as specified from time to time by the Company to the
transfer agent, bearing the restrictive legend specified in Section 4(b) of this
     Agreement  prior  to  registration  of  the  Shares  under  the  1933  Act,
registered  in  the name of the respective Buyer or its permitted assigns and in
such  denominations  to  be  specified  by  such  Buyer  in connection with each
conversion  of the Debentures.  The Company warrants that if the Buyer is not in
breach  of  the  representations  and warranties contained in this Agreement, no
instruction  other than such instructions referred to in this Section 5 and stop
transfer  instructions  to  give  effect  to  Section  4(a)  hereof  prior  to
registration  and  sale  of  the  Shares under the 1933 Act will be given by the
Company  to  the  transfer  agent  and that the Shares shall otherwise be freely
transferable  on  the  books  and  records  of  the Company as and to the extent
provided  in  this  Agreement, the Registration Rights Agreement, and applicable
law.  Nothing  in  this  Section shall affect in any way the Buyers' obligations
and  agreement  to comply with all applicable securities laws upon resale of the
Securities.  If  any  Buyer  provides  the  Company  with  an opinion of counsel
reasonably  satisfactory  to  the  Company that registration of a resale by such
Buyer  of any of the Securities in accordance with clause (1)(B) of Section 4(a)
of  this Agreement is not required under the 1933 Act, the Company shall (except
as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer
of  the  Securities  and,  in  the  case  of the Converted Shares or the Warrant
Shares,  as  the  case may be, promptly instruct the Company's transfer agent to
issue  one or more certificates for Common Stock without legend in such name and
in  such  denominations  as  specified  by  the  Buyer.
NN.     (i)  The  Company  will  permit  the  Buyers to exercise their rights to
convert  the  Debentures  by telecopying or delivering an executed and completed
Notice  of  Conversion  to  the Company and delivering, within five (5) business
days  thereafter,  the  original  Debentures  being  converted to the Company by
express  courier.
     The term "Conversion Date" means, with respect to any conversion elected by
the  holder  of  the Debentures, the date specified in the Notice of Conversion,
provided  the  copy  of  the  Notice  of  Conversion is given either via mail or
facsimile  to  or  otherwise  delivered  to  the  Company in accordance with the
provisions  hereof  so  that  it  is  received  by the Company on or before such
specified  date.
     The  Company  will  transmit  the  certificates  representing the Converted
Shares  issuable  upon  conversion of any Debentures (together, unless otherwise
instructed by the Buyer, with Debentures not being so converted) to the Buyer at
the  address  specified  in  the  Notice of Conversion (which may be the Buyer's
address for notices as contemplated by Section 11 hereof or a different address)
via  express  courier,  by  electronic  transfer  or  otherwise, within five (5)
business  days  if  the  address for delivery is in the United States and within
seven (7) business days if the address for delivery is outside the United States
(such  fifth  business  day  or  seventh  business  day, as the case may be, the
"Delivery  Date")  after  (A) the business day on which the Company has received
both  of  the  Notice  of  Conversion  (by  facsimile or other delivery) and the
original  Debentures  being  converted (and if the same are not delivered to the
Company  on  the same date, the date of delivery of the second of such items) or
(B) the date an interest payment on the Debenture, which the Company has elected
to  pay  by the issuance of Common Stock, as contemplated by the Debentures, was
due.
OO.     From  and  after the date on which the Shares have been registered under
the  1933  Act as contemplated by the Registration Rights Agreement, the failure
to  issue  unrestricted,  freely  tradable  Shares to the Buyers upon Conversion
shall  be considered an Event of Default, which if not cured after ten (10) days
prior  written  notice, shall entitle the Buyers to accelerate full repayment of
the  Debentures  then outstanding.  The Company acknowledges that the failure to
honor  a  Notice  of  Conversion shall cause definable financial hardship on the
Buyers.
PP.     The  Company  will authorize its transfer agent to give information to a
Buyer  or  such Buyer's representative relating to the transfer of the Company's
shares of Common Stock to the Buyer, upon the reasonable request of the Buyer or
     any  such  representative.  The Company will provide such Buyer with a copy
of  the  authorization  so  given  to  the  transfer  agent.
     Each  Buyer  shall  be  entitled  to exercise its conversion privilege with
respect  to the Debentures notwithstanding the commencement of any case under 11
U.S.C.  101  et  seq.(the  "Bankruptcy  Code").  In  the  event the Company is a
             --------
debtor  under  the  Bankruptcy  Code,  the Company hereby waives, to the fullest
extent  permitted,  any  rights  to  relief  it may have under 11 U.S.C.  362 in
respect of such Buyer's conversion privilege.  The Company hereby waives, to the
     fullest  extent permitted, any rights to relief it may have under 11 U.S.C.
362 in respect of the conversion of the Debentures.  The Company agrees, without
cost  or  expense  to  such  Buyer,  to take or to consent to any and all action
necessary  to  effectuate  relief  under  11  U.S.C.  362.
6.     CLOSING  DATE.
A.     The  Closing  Date  shall occur on the date that the Company receives the
net  proceeds  of  this  offering.
B.     The Closing of the purchase and issuance of Debentures shall occur on the
     Closing  Date  at the offices of Joseph B. LaRocco, Esq., 49 Locust Avenue,
New  Canaan,  CT  06840  and  shall take place no later than 3:00 P.M., New York
time,  on  such day or such other time as is mutually agreed upon by the Company
and  the  Buyers.
7.     CONDITIONS  TO  THE  COMPANY'S  OBLIGATION  TO  SELL.
     Each Buyer understands that the Company's obligation to sell the Debentures
to the Buyer pursuant to this Agreement on the Closing Date is conditioned upon:
C.     The  execution  and  delivery  of  this Agreement by those Buyers who are
purchasing,  in  the  aggregate,  at  least  $240,000.00  in principal amount of
Debentures;
D.     Delivery by the Buyers to the Company of good funds as payment in full of
     an amount equal to the Purchase Price for the Debentures in accordance with
this  Agreement;
E.     The accuracy on the Closing Date of the representations and warranties of
     the  Buyers  contained in this Agreement, each as if made on such date, and
the  performance  by  the  Buyers  on  or  before such date of all covenants and
agreements  of  the  Buyers required to be performed on or before such date; and
F.     There  shall  not be in effect any law, rule or regulation prohibiting or
restricting  the  transactions  contemplated hereby, or requiring any consent or
approval  which  shall  not  have  been  obtained.
8.     CONDITIONS  TO  THE  BUYERS'  OBLIGATION  TO  PURCHASE.
     The  Company  understands  that  the  Buyers'  obligation  to  purchase the
Debentures  on  the  Closing  Date  is  conditioned  upon:
G.     The  execution and delivery of this Agreement and the Registration Rights
Agreement  by  the  Company;
H.     Delivery  by  the  Company  to  the  Escrow  Agent of the Certificates in
accordance  with  this  Agreement;
I.     The  accuracy  in  all  material  respects  on  the  Closing  Date of the
representations  and warranties of the Company contained in this Agreement, each
as  if  made  on such date, and the performance by the Company on or before such
date  of all covenants and agreements of the Company required to be performed on
or  before  such  date;
J.     On  or before the Closing Date, the Buyers shall have received an opinion
of  counsel  for  the  Company, dated as of the Closing Date, in form, scope and
substance reasonably satisfactory to the Buyers, substantially to the effect set
forth in EXHIBIT D annexed hereto and a copy of the Board Resolution authorizing
this  offering  which  will  be  attached  as  EXHIBIT  E;
K.     On  or  before  the Closing Date the Buyers shall have received a copy of
the  Purchase  Order  for one (1) Giga 8800 Automatic CNC Drilling Machine which
will  be  attached  hereto  as  EXHIBIT  F;
L.     On  or before the Closing Date the Buyers shall have received a copy of a
lock-up  agreement  signed  by John K. Freeland and Ardemis Freeland in favor of
the  Company and Buyers, whereby John K. Freeland and Ardemis Freeland agree not
to  sell  any  shares  of  the Company's common stock during a specified lock-up
period,  which  lock-up  agreement  is  attached  hereto  as  EXHIBIT  G;
M.     On or before the Closing Date, the Buyers shall have received a copy of a
Security Agreement signed by the Company in favor of the Buyers, a copy of which
shall  be  attached  hereto  as  EXHIBIT  H;
N.     On or before the Closing Date, the Buyers shall have received a copy of a
UCC-1  Financing  Statement signed by the Company in favor of the Buyers, a copy
of  which  shall  be  attached  hereto  as  EXHIBIT  I;
O.     There  shall  not be in effect any law, rule or regulation prohibiting or
restricting  the  transactions  contemplated hereby, or requiring any consent or
approval  which  shall  not  have  been  obtained;  and
P.     From  and  after  the  date hereof to and including the Closing Date, the
trading of the Common Stock shall not have been suspended by the SEC or the NASD
     and  trading  in securities generally on the New York Stock Exchange or The
NASDAQ/National  Market  System  shall  not  have been suspended or limited, nor
shall  minimum  prices  been  established  for  securities  traded  on  The
NASDAQ/National  Market System, nor shall there be any outbreak or escalation of
hostilities  involving  the  United States or any material adverse change in any
financial  market  that  in either case in the reasonable judgment of the Buyers
makes  it  impracticable  or  inadvisable  to  purchase  the  Debentures.
9.     GOVERNING  LAW:  MISCELLANEOUS.
Q.     This  Agreement  shall  be governed by and interpreted in accordance with
the  laws  of the State of New York for contracts to be wholly performed in such
state and without giving effect to the principles thereof regarding the conflict
     of  laws.  Each  of the parties consents to the jurisdiction of the federal
courts  whose  districts encompass any part of the City of New York or the state
courts  of  the  State of New York sitting in the City of New York in connection
with  any dispute arising under this Agreement and hereby waives, to the maximum
extent  permitted  by law, any objection, including any objection based on forum
non conveniens, to the bringing of any such proceeding in such jurisdictions. To
the  extent determined by such court, the Company shall reimburse the Buyers for
any  reasonable  legal  fees  and  disbursements  incurred  by  the  Buyers  in
enforcement  of  or protection of any of its rights under any of the Transaction
Agreements.
R.     Failure of any party to exercise any right or remedy under this Agreement
     or otherwise, or delay by a party in exercising such right or remedy, shall
not  operate  as  a  waiver  thereof.
S.     This  Agreement  shall  inure  to  the benefit of and be binding upon the
successors  and  assigns  of  each  of  the  parties  hereto.
T.     All  pronouns and any variations thereof refer to the masculine, feminine
or  neuter,  singular  or  plural,  as  the  context  may  require.
U.     A  facsimile  transmission  of  this  signed Agreement shall be legal and
binding  on  all  parties  hereto.
V.     This  Agreement  may be signed in one or more counterparts, each of which
shall  be  deemed  an  original.
W.     The headings of this Agreement are for convenience of reference and shall
     not  form  part  of,  or  affect  the  interpretation  of,  this Agreement.
X.     If  any  provision of this Agreement shall be invalid or unenforceable in
any  jurisdiction,  such  invalidity  or  unenforceability  shall not affect the
validity or enforceability of the remainder of this Agreement or the validity or
     enforceability  of  this  Agreement  in  any  other  jurisdiction.
Y.     This  Agreement  may be amended only by the written consent of a majority
in interest of the holders of the Debentures and an instrument in writing signed
     by  the  Company.
Z.     This  Agreement  supersedes all prior agreements and understandings among
the  parties  hereto  with  respect  to  the  subject  matter  hereof.
10.     NOTICES.  Any  notice  required or permitted hereunder shall be given in
writing  (unless  otherwise  specified  herein)  and shall be deemed effectively
given  on  the  earliest  of
(a)  the  date  delivered,  if delivered by personal delivery as against written
receipt  therefor  or  by  confirmed  facsimile  transmission,
(b)  the  seventh  business  day  after  deposit, postage prepaid, in the United
States  Postal  Service  by  registered  or  certified  mail,  or
(c)  the  third  business  day  after  mailing by next-day express courier, with
delivery  costs  and  fees  prepaid,
in  each  case, addressed to each of the other parties thereunto entitled at the
following  addresses  (or at such other addresses as such party may designate by
ten  (10)  days'  advance  written  notice  similarly given to each of the other
parties  hereto):
COMPANY:     FLEXXTECH  CORPORATION
     5777  W.  Century  Boulevard,  Suite  767
     Los  Angeles,  California  94010
     ATTN:  Greg  Mardock
     Telephone  No.:  (310)  342-0794
     Telecopier  No.:  (310)  342-0791
     with  a  copy  to:
     Bell,  Nunnally  &  Martin  LLP
     3232  McKinney  Avenue
     Suite  1400
     Dallas,  TX  75204-2429
     ATTN:  William  E.  Swart,  Esq.
     Telephone  No.:  (214)  740-1400
     Telecopier  No.:  (214)  740-1499

BUYERS:     At  the  address  set forth on the signature page of this Agreement.
     with  copies  to:
     Joseph  B.  LaRocco,  Esq.
     49  Locust  Avenue
     Suite  107
     New  Canaan,  CT  06840
     Telephone  No.:  (203)  966-0566
     Telecopier  No.:  (203)  966-0363

11.     SURVIVAL  OF  REPRESENTATIONS  AND  WARRANTIES.  The  Company's  and the
Buyers'  representations  and  warranties  herein  shall survive for a period of
twelve  (12) months after the execution and delivery of this Agreement and shall
inure  to  the  benefit  of  the  Buyers  and  the  Company and their respective
successors  and  assigns.

12.     FEES;  EXPENSES.
AA.     In respect of the debt financing being made by the Buyers to the Company
     which  is  being  recommended  and  advised by Dutchess Advisors, Ltd. as a
consultant,  the  Company shall pay Dutchess Advisors, Ltd. the sum of 8% of the
principal amount of the Debentures purchased by the Buyers under this Agreement.
The  cash fee shall be deducted from the proceeds of the sale of the Debentures.
BB.     At the Closing, the Company shall pay Joseph B. LaRocco, Esq. the sum of
     $3,000  for legal fees and expenses incurred in the transaction consummated
hereunder,  and  the  Company shall pay the law firm of Bell, Nunnally & Martin,
LLP  the  sum  of $3,000 for legal fees and expenses incurred in the transaction
consummated  hereunder  which fees may be deducted from the proceeds of the sale
of  the  Debentures.
                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK.]

<PAGE>
     IN WITNESS WHEREOF, this Agreement has been duly executed by the Buyers and
the  Company  as  of  the  date  set  forth  below.
Date:     as  of  October  _____,  2001
COMPANY:
FLEXXTECH  CORPORATION
By:
Title:
BUYERS:
Name  of  Buyer:          Name  of  Buyer:
By:          By:
   (Signature of Authorized Person)          (Signature of Authorized Person)

Printed  Name  and  Title          Printed  Name  and  Title
Address:          Address:
Telephone:          Telephone:
Facsimile:          Facsimile:
Jurisdiction  of  Incorporation:          Jurisdiction  of  Incorporation:
Principal  Amount  of  Debentures          Principal  Amount  of  Debentures
 to  be  Purchased:          to  be  Purchased:
Name  of  Buyer:          Name  of  Buyer:
By:          By:
   (Signature of Authorized Person)          (Signature of Authorized Person)

Printed  Name  and  Title          Printed  Name  and  Title
Address:          Address:
Telephone:          Telephone:
Facsimile:          Facsimile:
Jurisdiction  of  Incorporation:          Jurisdiction  of  Incorporation:
Principal  Amount  of  Debentures          Principal  Amount  of  Debentures
 to  be  Purchased:          to  be  Purchased:

<PAGE>

Name  of  Buyer:          Name  of  Buyer:
By:          By:
   (Signature of Authorized Person)          (Signature of Authorized Person)

Printed  Name  and  Title          Printed  Name  and  Title
Address:          Address:
Telephone:          Telephone:
Facsimile:          Facsimile:
Jurisdiction  of  Incorporation:          Jurisdiction  of  Incorporation:
Principal  Amount  of  Debentures          Principal  Amount  of  Debentures
 to  be  Purchased:          to  be  Purchased:
Name  of  Buyer:          Name  of  Buyer:
By:          By:
   (Signature of Authorized Person)          (Signature of Authorized Person)

Printed  Name  and  Title          Printed  Name  and  Title
Address:          Address:
Telephone:          Telephone:
Facsimile:          Facsimile:
Jurisdiction  of  Incorporation:          Jurisdiction  of  Incorporation:
Principal  Amount  of  Debentures          Principal  Amount  of  Debentures
 to  be  Purchased:          to  be  Purchased:
Name  of  Buyer:
By:
                        (Signature of Authorized Person)

Printed  Name  and  Title
Address:
Telephone:
Facsimile:
Jurisdiction  of  Incorporation:
Principal  Amount  of  Debentures
to  be  Purchased:

<PAGE>

Name  of  Buyer:
By:
                        (Signature of Authorized Person)

Printed  Name  and  Title
Address:
Telephone:
Facsimile:
Jurisdiction  of  Incorporation:
Principal  Amount  of  Debentures
to  be  Purchased:


<PAGE>
Schedule  I     SCHEDULE  OF  BUYERS
Exhibit  A     DISCLOSURE  SCHEDULES
Exhibit  B     FORM  OF  DEBENTURE
Exhibit  C     REGISTRATION  RIGHTS  AGREEMENT
Exhibit  D     OPINION  OF  COUNSEL

Exhibit  E     BOARD  RESOLUTION

Exhibit  F     PURCHASE  ORDER

Exhibit  G     LOCK-UP  AGREEMENT

Exhibit  H     SECURITY  AGREEMENT

Exhibit  I     UCC-1  FINANCING  STATEMENT

<PAGE>
                            SCHEDULE I-LIST OF BUYERS
NAME                                        AMOUNT
----                                        ------

Dutchess  Private  Equities  Fund,  L.P.                    $60,000
100  Mill  Plain  Road,  3rd  Floor
Danbury,  CT  06811

David  Wykoff                                        $180,000
c/o  Dutchess  Private  Equities  Fund,  L.P.
100  Mill  Plain  Road,  3rd  Floor
Danbury,  CT  06811




<PAGE>
                         EXHIBIT A-DISCLOSURE SCHEDULES

                                  SCHEDULE 3(B)
                                  -------------

                            Reporting Company Status
                            ------------------------

     The  Company  is  not  qualified as a foreign corporation to do business in
California.


<PAGE>
                                     ------
                                  SCHEDULE 3(G)
                                  -------------

                                   SEC Filings
                                   -----------

a)     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
refer  erroneously  to  Edward  Fearon  as  a  Director.

b)     The  Company's  10-KSB  for the period ending December 31, 2000 was filed
late.

c)     The Company's 10-QSB for the period ending March 31, 2001 was filed late.



<PAGE>
                                  SCHEDULE 3(H)
                                  -------------

                           Absence of Certain Changes
                           --------------------------

     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.


<PAGE>
                                  SCHEDULE 3(J)
                                  -------------

                                   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 3(K)
                                  -------------

                                Events of Default
                                -----------------


                                      None.



<PAGE>
                                  SCHEDULE 3(L)
                                  -------------

                                  Prior Issues
                                  ------------


     Since  April  1,  2001,  the  Company has issued 6,761,794 shares of Common
Stock.  Please  see  attached  shareholder  list  for  details  of  issuance.

     An  additional  2,000,000 shares of Common Stock were issued to VLK Capital
Corp.  on  August 13, 2001.  Additionally, the Company continues to raise equity
capital  at  $1.00  per  share  on  an  open  Reg  D  506.

<PAGE>
                                    EXHIBIT B
                                FORM OF DEBENTURE
                                -----------------

<PAGE>
                                    EXHIBIT C
                 FORM OF DEBENTURE REGISTRATION RIGHTS AGREEMENT
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<PAGE>
                                    EXHIBIT D
                 FORM OF OPINION OF BELL, NUNNALLY & MARTIN LLP
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EXHIBIT B

                                                                       Exhibit B
                                                               to the Securities
                                                              Purchase Agreement
                                                              ------------------
                                FORM OF DEBENTURE
NEITHER  THESE  SECURITIES  NOR  THE SECURITIES ISSUABLE UPON CONVERSION  HEREOF
HAVE  BEEN  REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
OR  THE  SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933,
AS  AMENDED.  THE  SECURITIES  ARE  RESTRICTED  AND  MAY NOT BE OFFERED, RESOLD,
PLEDGED  OR  TRANSFERRED  EXCEPT  AS  PERMITTED  UNDER  THE  ACT  PURSUANT  TO
REGISTRATION  REQUIREMENTS  THEREOF  OR  EXEMPTION  THEREFROM.
     NO.  ____________     $_______________
     ISSUANCE  DATE     OCTOBER  23,  2001
                              FLEXXTECH CORPORATION
                   CONVERTIBLE DEBENTURE DUE OCTOBER 23, 2003
FOR  VALUE RECEIVED, FLEXXTECH CORPORATION, a corporation organized and existing
under the laws of the State of Nevada (the "Company"), hereby promises to pay to
___________________,  a  __________________,  having  its  address  at
______________________  or  its  assigns  (the  "Holder"),  the principal sum of
________  and  00/100 Dollars ($____________) on October 23, 2003 (the "Maturity
Date")  and to pay simple interest on the principal sum outstanding from time to
time  in  arrears (i) upon conversion as provided herein or (ii) on the Maturity
Date,  at  the  rate of 6% per annum.  Interest shall commence to accrue on this
Debenture  on  the  first  such  business day to occur after the date hereof and
shall  continue  on a daily basis until payment in full of the principal sum has
been  made  or  duly  provided  for or until the full outstanding amount of this
Debenture  has been converted in accordance with the provisions hereof. Interest
shall  be  payable in cash or stock, at the Company's option. This Debenture and
the  interest  thereon  shall  be  secured  by  a  UCC Financing Statement and a
Security  Agreement in favor of the Holder for the amount of the Debenture being
purchased  herein.

     This  Debenture  is  the  Debenture  referred to in the Securities Purchase
Agreement  (the  "Securities Purchase Agreement") dated October of 2001, between
the  Company  and  the  Holder,  is  subject to the provisions of the Securities
Purchase  Agreement  and  further  is  subject  to  the  following  additional
provisions:
1.     This  Debenture  has been issued subject to investment representations of
the  original  purchaser  hereof  and  may  be  transferred or exchanged only in
compliance  with  the  Securities  Act  and  other  applicable state and foreign
securities  laws.  In  the event of any proposed transfer of this Debenture, the
Company  may  require,  prior to issuance of a new Debenture in the name of such
other  person, that it receive reasonable transfer documentation including legal
opinions that the issuance of the Debenture in such other name does not and will
     not  cause  a  violation  of  the Securities Act or any applicable state or
foreign  securities  laws.  Prior  to  due  presentment  for  transfer  of  this
Debenture,  the  Company  and  any  agent of the Company may treat the person in
whose name this Debenture is duly registered on the Company's Debenture Register
as  the owner hereof for the purpose of receiving payment as herein provided and
for  all  other  purposes, whether or not this Debenture be overdue, and neither
the  Company  nor  any  such  agent shall be affected by notice to the contrary.
2.     A.     The  Holder  is  entitled  to,  at  any time or from time to time,
convert  the  Conversion  Amount into shares of Common Stock of the Company, par
value  $.001 per share ("Common Stock"), at a conversion price for each share of
Common  Stock  (the  "Conversion  Price")  equal to the lower of (x) 120% of the
closing  bid price per share (as reported by Bloomberg, LP) on the Closing Date,
and (y) 80% of the lowest closing bid price per share (as reported by Bloomberg,
     LP) of the Company's Common Stock for the five (5) Trading Days immediately
preceding  the  date  of  conversion.  The  Conversion Price will be adjusted as
provided  in  Section  6.
B.     For  purposes  of  this  Debenture, the following terms have the meanings
indicated  below:
(i)     "Conversion  Amount" shall mean the sum of (A) all or any portion of the
outstanding principal amount of this Debenture, as designated by the Holder upon
     exercise  of  its right of conversion and (B) all interest that has accrued
on  the  portion  of  the  principal amount that has been designated for payment
pursuant  to  (A).
(ii)     "Market  Price  of the Common Stock" means (x) the closing bid price of
the  Common  Stock  for  the  period  indicated in the relevant provision hereof
(unless  a different relevant period is specified in the relevant provision), as
reported  by  Bloomberg,  LP  or,  if  not  so  reported,  as  reported  on  the
over-the-counter  market  or  (y)  if  the  Common  Stock  is  listed on a stock
exchange,  the  closing  price  on such exchange, as reported in The Wall Street
Journal.
(iii)     "Trading  Day" shall mean any day on which the New York Stock Exchange
is  open  for  business.

C.     Conversion  shall  be  effectuated  by  surrendering the Debentures to be
converted to the Company's transfer agent, Pacific Stock Transfer Co. located at
     5844  South  Pecos,  Suite  D,  Las  Vegas, Nevada 89120, accompanied by or
preceded by facsimile or other delivery to the Company of the form of conversion
notice  attached  hereto  as  Exhibit A, executed by the Holder of the Debenture
evidencing  such  Holder's  intention  to  convert this Debenture or a specified
portion  hereof,  and  accompanied,  if  required  by  the  Company,  by  proper
assignment  hereof  in  blank.  No  fractional  shares  of Common Stock or scrip
representing fractions of shares will be issued on conversion, but the number of
shares  issuable shall be rounded to the nearest whole share.  The date on which
notice  of conversion is given (the "Conversion Date") shall be deemed to be the
date  on  which  the  Company  receives  by fax or by mail the conversion notice
("Notice of Conversion"), substantially in the form annexed hereto as Exhibit A,
duly  executed,  to  the  Company;  providedthat the Holder shall deliver to the
                                    --------
Company's  transfer agent or the Company the original Debentures being converted
within  seven  (7) business days thereafter (and if not so delivered within such
time,  the Conversion Date shall be the date on which the later of the Notice of
Conversion  and  the  original  Debentures  being  converted  is received by the
Company).  Facsimile  delivery  of the Notice of Conversion shall be accepted by
the Company at facsimile number (310) 342-0791 ATTN: Corporate Secretary. Except
as  otherwise  provided,  certificates representing Common Stock upon conversion
will  be  delivered  within seven (7) business days from the date of delivery of
the  Notice  of  Conversion.

          D.  Within  seven  (7)  business  days  after the Conversion Date, the
Company shall deliver to Holder a certificate for the number of shares of Common
Stock  issuable  upon  the  conversion.  In  the event the Company does not make
delivery of the Common Stock, as instructed by Holder, within seven (7) business
days  after  the  Conversion  Date,  then in such event the Company shall pay to
Holder  one  percent  (1%)  in cash, of the dollar value of the Debentures being
converted  per  each  day  after  the  seventh  (7th) business day following the
Conversion  Date  that  the Common Stock is not delivered to the Holder.     The
Company  shall  make  any payments incurred under this subsection in immediately
available funds within seven (7) business days from the date the Common Stock is
fully  delivered.  Nothing  herein shall limit a Holder's right to pursue actual
damages  or cancel the conversion for the Company's failure to issue and deliver
Common  Stock  to the Holder within seven (7) business days after the Conversion
Date.
     The  Company  acknowledges  that  its  failure  to deliver the Common Stock
within  seven  (7) business days after the Conversion Date will cause the Holder
to  suffer  damages  in  an  amount  that  will  be  difficult  to  ascertain.
Accordingly,  the  parties  agree  that  it  is  appropriate  to include in this
Debenture a provision for liquidated damages.  The parties acknowledge and agree
that  the  liquidated damages provision set forth in this section represents the
parties' good faith effort to quantify such damages and, as such, agree that the
form  and  amount  of  such  liquidated  damages  are  reasonable  and  will not
constitute  a  penalty.  The payment of liquidated damages shall not relieve the
Company  from  its obligations to deliver the Common Stock pursuant to the terms
of  this  Debenture.
     To  the  extent  that  the failure of the Company to issue the Common Stock
pursuant  to  this  subsection  is  due  to the unavailability of authorized but
unissued  shares  of  Common  Stock, the provisions of this subsection shall not
apply  but  instead  the  provisions  of  subsection  2.G  shall  apply.

          E.  It  shall  be  the  Company's responsibility to take all necessary
actions and to bear all such costs to issue the Common Stock as provided herein,
including  the  responsibility and cost for delivery of an opinion letter to the
transfer  agent,  if  so  required.  The person in whose name the certificate of
Common  Stock is to be registered shall be treated as a shareholder of record on
and  after  the Conversion Date. Upon surrender of any Debentures that are to be
converted  in  part, the Company shall issue to the Holder a new Debenture equal
to  the  unconverted  amount,  if  so  requested  in  writing  by  Holder.

          F. Nothing contained in this Debenture shall be deemed to establish or
require the payment of interest to the Holder at a rate in excess of the maximum
rate  permitted  by  governing  law.  In  the  event  that  the rate of interest
required  to  be  paid  exceeds the maximum rate permitted by governing law, the
rate  of  interest required to be paid thereunder shall be automatically reduced
to  the  maximum rate permitted under the governing law and such excess shall be
returned  with  reasonable  promptness  by  the  Holder  to  the  Company.

     G.  The  Company  shall  at  all times reserve (or make alternative written
arrangements  for  reservation or contribution of shares) and have available all
Common  Stock  necessary  to meet conversion of the Debentures by all Holders of
the entire amount of Debentures then outstanding. If, at any time Holder submits
a  Notice  of Conversion and the Company does not have sufficient authorized but
unissued shares of Common Stock (or alternative shares of Common Stock as may be
contributed  by  Stockholders) available to effect, in full, a conversion of the
Debentures  (a  "Conversion Default", the date of such default being referred to
herein  as the "Conversion Default Date"), the Company shall issue to the Holder
all  of  the  shares  of  Common  Stock  which  are available, and the Notice of
Conversion as to any Debentures requested to be converted but not converted (the
"Unconverted  Debentures"), may be deemed null and void upon written notice sent
by  the  Holder  to  the  Company.  The  Company  shall  provide  notice of such
Conversion  Default  ("Notice of Conversion Default") to all existing Holders of
outstanding  Debentures,  by  facsimile,  within  three (3) business day of such
default  (with  the original delivered by overnight or two day courier), and the
Holder  shall  give notice to the Company by facsimile within five business days
of  receipt  of  the  original  Notice  of Conversion Default (with the original
delivered  by overnight or two day courier) of its election to either nullify or
confirm  the  Notice  of  Conversion.
     The Company agrees to pay to all Holders of outstanding Debentures payments
for  a  Conversion  Default  ("Conversion  Default  Payments")  in the amount of
(N/365)  x (.24) x the initial issuance price of the outstanding and/or tendered
but  not  converted  Debentures held by each Holder where N = the number of days
from the Conversion Default Date to the date (the "Authorization Date") that the
Company  authorizes  a  sufficient  number  of  shares of Common Stock to effect
conversion  of  all  remaining  Debentures.  The  Company  shall  send  notice
("Authorization  Notice")  to  each  Holder  of  outstanding  Debentures  that
additional  shares  of Common Stock have been authorized, the Authorization Date
and  the  amount  of Holder's accrued  Conversion Default Payments.  The accrued
Conversion  Default  shall  be  paid in cash or shall be convertible into Common
Stock  at  the  Conversion  Rate,  upon written notice sent by the Holder to the
Company, which Conversion Default shall be payable as follows:  (i) in the event
Holder  elects to take such payment in cash, cash payments shall be made to such
Holder  of  outstanding  Debentures  by  the fifth day of the following calendar
month,  or  (ii)  in  the event Holder elects to take such payment in stock, the
Holder  may  convert  such  payment amount into Common Stock  at  the conversion
rate  set  forth  in section 3.2(d) at anytime after the 5th day of the calendar
month  following the month in which the Authorization Notice was received, until
the  expiration  of  the  mandatory  two  (2)  year  conversion  period.

     The  Company  acknowledges that its failure to maintain a sufficient number
of authorized but unissued shares of Common Stock to effect in full a conversion
of the Debentures will cause the Holder to suffer damages in an amount that will
be  difficult  to  ascertain.  Accordingly,  the  parties  agree  that  it  is
appropriate  to  include  in  this Agreement a provision for liquidated damages.
The  parties  acknowledge  and  agree  that the liquidated damages provision set
forth in this section represents the parties' good faith effort to quantify such
damages  and, as such, agree that the form and amount of such liquidated damages
are  reasonable  and  will  not constitute a penalty.  The payment of liquidated
damages shall not relieve the Company from its obligations to deliver the Common
Stock  pursuant  to the terms of this Debenture.  Nothing herein shall limit the
Holder's  right to pursue actual damages for the Company's failure to maintain a
sufficient  number  of  authorized  shares  of  Common  Stock.

          H.  If, by the seventh (7th) business day after the Conversion Date of
any  portion  of  the  Debentures  to  be  converted  (the "Delivery Date"), the
transfer  agent fails for any reason to deliver the Common Stock upon conversion
by  the  Holder  and  after such Delivery Date, the Holder purchases, in an open
market  transaction or otherwise, shares of Common Stock (the "Covering Shares")
solely  in  order  to make delivery in satisfaction of a sale of Common Stock by
the  Holder  (the "Sold Shares"), which delivery such Holder anticipated to make
using  the Common Stock issuable upon conversion (a "Buy-In"), the Company shall
pay  to  the  Holder, in addition to any other amounts due to Holder pursuant to
this  Debenture,  and  not  in  lieu  thereof,  the Buy-In Adjustment Amount (as
defined  below).  The  "Buy  In  Adjustment  Amount"  is the amount equal to the
excess,  if  any,  of (x) the Holder's total purchase price (including brokerage
commissions,  if  any)  for the Covering Shares over (y) the net proceeds (after
brokerage  commissions, if any) received by the Holder from the sale of the Sold
Shares.  The  Company  shall  pay  the Buy-In Adjustment Amount to the Holder in
immediately  available  funds within five (5) business days of written demand by
the  Holder.  By  way of illustration and not in limitation of the foregoing, if
the  Holder  purchases  shares  of  Common  Stock  having a total purchase price
(including  brokerage  commissions) of $11,000 to cover a Buy-In with respect to
shares  of  Common  Stock  it  sold  for  net  proceeds  of  $10,000, the Buy-In
Adjustment  Amount  which the Company will be required to pay to the Holder will
be  $1,000.

     I.  Limitation on Issuance of Shares. If the Company's Common Stock becomes
listed  on  the Nasdaq SmallCap Market after the issuance of the Debentures, the
Company  may  be limited in the number of shares of Common Stock it may issue by
virtue  of  (X)  the number of authorized shares or (Y) the applicable rules and
regulations  of  the  principal  securities  market on which the Common Stock is
listed  or  traded,  including,  but  not  necessarily  limited  to, NASDAQ Rule
4310(c)(25)(H)(i)  or  Rule  4460(i)(1), as may be applicable (collectively, the
"Cap  Regulations").  Without  limiting  the  other  provisions  thereof,  the
Debentures  shall  provide  that  (i) the Company will take all steps reasonably
necessary  to  be in a position to issue shares of Common Stock on conversion of
the Debentures without violating the Cap Regulations and (ii) if, despite taking
such  steps,  the Company still cannot issue such shares of Common Stock without
violating  the  Cap  Regulations,  the  holder  of  a  Debenture which cannot be
converted as result of the Cap Regulations (each such Debenture, an "Unconverted
Debenture")  shall  have  the  right  to elect either of the following remedies:

     (x)  if  permitted  by  the  Cap  Regulations, require the Company to issue
shares  of Common Stock in accordance with such holder's Notice of Conversion at
a  conversion  purchase  price equal to the average of the closing bid price per
share  of  Common  Stock  for  any five (5) consecutive trading days (subject to
certain  equitable  adjustments for certain events occurring during such period)
during the sixty (60) trading days immediately preceding the Conversion Date; or

     (y)  require the Company to redeem each Unconverted Debenture for an amount
(the  "Redemption Amount"), payable in cash, equal to the sum of (i) one hundred
thirty-three  percent  (133%) of the principal of an Unconverted Debenture, plus
(ii) any accrued but unpaid interest thereon through and including the date (the
"Redemption  Date")  on  which  the  Redemption  Amount  is  paid to the holder.

     A  holder  of  an Unconverted Debenture may elect one of the above remedies
with  respect  to  a  portion of such Unconverted Debenture and the other remedy
with  respect  to  other  portions of the Unconverted Debenture.  The Debentures
shall  contain  provisions  substantially  consistent with the above terms, with
such additional provisions as may be consented to by the Holder.  The provisions
of  this section are not intended to limit the scope of the provisions otherwise
included  in  the  Debentures.

     J.  Limitation  on  Amount  of  Conversion  and  Ownership. Notwithstanding
anything  to  the  contrary  in  this Debenture, in no event shall the Holder be
entitled  to convert that amount of Debenture, and in no event shall the Company
permit  that  amount of conversion, into that number of shares, which when added
to  the sum of the number of shares of Common Stock beneficially owned, (as such
term  is  defined  under Section 13(d) and Rule 13d-3 of the Securities Exchange
Act  of  1934, as may be amended, (the "1934 Act")), by the Holder, would exceed
4.99%  of  the  number  of  shares of Common Stock outstanding on the Conversion
Date,  as  determined  in  accordance with Rule 13d-1(j) of the 1934 Act. In the
event  that  the  number  of shares of Common Stock outstanding as determined in
accordance  with  Section  13(d)  of the 1934 Act is different on any Conversion
Date  than it was on the Closing Date, then the number of shares of Common Stock
outstanding  on  such  Conversion  Date shall govern for purposes of determining
whether the Holder would be acquiring beneficial ownership of more than 4.99% of
the  number  of  shares  of  Common  Stock  outstanding on such Conversion Date.

     K.  Prior to conversion of all the Debentures, if at anytime the conversion
of  all  the  Debentures  outstanding  would result in an insufficient number of
authorized  shares of Common Stock being available to cover all the conversions,
then  in  such  event,  the  Company  will move to call and hold a shareholder's
meeting  or have shareholder action with written consent of the proper number of
shareholders  within  thirty  (30) days of such event, or such greater period of
time  if  statutorily  required  or  reasonably  necessary  as  regards standard
brokerage  house  and/or  SEC requirements and/or procedures, for the purpose of
authorizing  additional  shares  of  Common Stock to facilitate the conversions.
In  such  an event management of the Company shall recommend to all shareholders
to  vote  their shares in favor of increasing the authorized number of shares of
Common  Stock.  Management of the Company shall vote all of its shares of Common
Stock  in  favor  of increasing the number of shares of authorized Common Stock.
Company  represents  and  warrants  that  under no circumstances will it deny or
prevent Holder's right to convert the Debentures as permitted under the terms of
the Securities Purchase Agreement or the Registration Rights Agreement.  Nothing
in  this  Section shall limit the obligation of the Company to make the payments
set forth in Section 2.G.  In the event the Company's shareholder's meeting does
not  result  in  the  necessary  authorization,  the  Company  shall  redeem the
outstanding  Debentures  for  an amount equal to (x) the sum of the principal of
the outstanding Debentures plus accrued interest thereon multiplied by (y) 133%.

3.     Unless  demand  has otherwise been made in writing for payment in cash by
the  Holder,  any  Debentures  not  previously received for conversion as of the
Maturity  Date  shall be deemed to have been surrendered for conversion, without
further  action  of  any  kind by the Company or any of its agents, employees or
representatives,  as  of the Maturity Date at the Conversion Price applicable on
the  Maturity  Date  ("Mandatory  Conversion").

4.     No  provision  of  this Debenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to Convert this Debenture into
     Common  Stock,  at  the  time,  place,  and  rate  herein prescribed.  This
Debenture  is  a  direct  obligation  of  the  Company.

5.     If  the  Company  (a)  merges or consolidates with another corporation or
after  business  entity and the Company is not the surviving entity or (b) sells
or  transfers  all  or substantially all of its assets to another person and the
holders  of  the  Common  Stock  are  entitled  to  receive stock, securities or
property  in  respect of or in exchange for Common Stock, then as a condition of
such  merger,  consolidation,  sale  or  transfer,  the  Company  and  any  such
successor, purchaser or transferee will agree that this Debenture may thereafter
be converted on the terms and subject to the conditions set forth above into the
kind  and  amount  of stock, securities or property receivable upon such merger,
consolidation,  sale  or  transfer by a holder of the number of shares of Common
Stock  into  which  this  Debenture might have been converted immediately before
such merger, consolidation, sale or transfer, subject to adjustments which shall
be as nearly equivalent as may be practicable.  In the event of any (i) proposed
merger  or  consolidation  where the Company is not the surviving entity or (ii)
sale  or  transfer  of all or substantially all of the assets of the Company (in
either  such  case,  a  "Sale"),  the  Holder shall have the right to convert by
delivering  a  Notice  of  Conversion to the Company within fifteen (15) days of
receipt  of  notice  of  such  Sale  from  the  Company.


6.     If,  at any time while any portion of this Debenture remains outstanding,
the Company effectuates a stock split or reverse stock split of its Common Stock
     or  issues  a  dividend  on its Common Stock consisting of shares of Common
Stock or otherwise recapitalizes its Common Stock, the Conversion Price shall be
equitably  adjusted  to reflect such action.  By way of illustration, and not in
limitation,  of  the foregoing (i) if the Company effectuates a 2:1 split of its
Common  Stock,  thereafter, with respect to any conversion for which the Company
issues  the  shares  after  the  record date of such split, the Conversion Price
shall  be deemed to be one-half of what it had been calculated to be immediately
prior to such split; (ii) if the Company effectuates a 1:10 reverse split of its
Common  Stock,  thereafter, with respect to any conversion for which the Company
issues  the  shares  after the record date of such reverse split, the Conversion
Price  shall  be  deemed  to  be  the amount of such Conversion Price calculated
immediately  prior to the record date multiplied by 10; and (iii) if the Company
declares  a  stock  dividend  of  one  share of Common Stock for every 10 shares
outstanding,  thereafter,  with  respect to any conversion for which the Company
issues  the  shares after the record date of such dividend, the Conversion Price
shall be deemed to be the amount of such Conversion Price calculated immediately
prior  to  such  record date multiplied by a fraction, of which the numerator is
the  number  of  shares  (10)  for which a dividend share will be issued and the
denominator  is  such  number  of  shares plus the dividend share(s) issuable or
issued  thereon  (11).

7.     All  payments  contemplated  hereby to be made "in cash" shall be made by
wire  transfer  of  immediately  available funds in such coin or currency of the
United  States  of America as at the time of payment is legal tender for payment
of  public  and private debts.  All payments of cash and each delivery of shares
of  Common  Stock issuable to the Holder as contemplated hereby shall be made to
the  Holder  to  an  account  designated by the Holder to the Company and if the
Holder has not designated any such accounts at the address last appearing on the
     Debenture  Register  of  the Company as designated in writing by the Holder
from  time  to  time;  except  that  the  Holder may designate, by notice to the
Company,  a  different delivery address for any one or more specific payments or
deliveries.

8.     The  Holder  of  the  Debenture,  by  acceptance hereof, agrees that this
Debenture  is being acquired for investment and that such Holder will not offer,
sell  or  otherwise  dispose  of  this  Debenture  or the Shares of Common Stock
issuable  upon  conversion  thereof  except  in compliance with the terms of the
Securities  Purchase  Agreement  and the Registration Rights Agreement and under
circumstances  which will not result in a violation of the Securities Act or any
applicable  state  Blue Sky or foreign laws or similar laws relating to the sale
of  securities.

9.     This  Debenture shall be governed by and construed in accordance with the
laws  of the State of New York. Each of the parties consents to the jurisdiction
of the federal courts whose districts encompass any part of the City of New York
     or  the  state  courts  of the State of New York sitting in the City of New
York  in  connection  with  any  dispute arising under this Agreement and hereby
waives,  to  the  maximum  extent permitted by law, any objection, including any
objection  based  on forum non coveniens, to the bringing of any such proceeding
in  such  jurisdictions.  To  the  extent  determined by such court, the Company
shall  reimburse  the  Holder  for  any  reasonable legal fees and disbursements
incurred  by  the  Holder  in  enforcement of or protection of any of its rights
under  this  Debenture  or  the  Securities  Purchase  Agreement.

10.     The  following  shall  constitute  an  "Event  of  Default":
a.     The  Company  fails  in  the  payment  of  principal  or interest on this
Debenture  as  required  hereunder  and  the same shall continue for a period of
three  (3)  days;  or
b.     Any  of  the representations or warranties made by the Company herein, in
the  Securities  Purchase  Agreement,  the  Registration Rights Agreement, dated
October of 2001 between the Company and the Investors therein (the "Registration
Rights  Agreement"),  or  in  any  certificate  or  financial  or  other written
statements  heretofore  or hereafter furnished by the Company in connection with
the  execution  and  delivery  of  this  Debenture  or  the  Securities Purchase
Agreement shall be false or misleading in any material respect at the time made;
or
c.     The  Company  fails  to  issue shares of Common Stock to the Holder or to
cause  its  Transfer  Agent to issue shares of Common Stock upon exercise by the
Holder  of  the  conversion rights of the Holder in accordance with the terms of
this Debenture, fails to transfer or to cause its Transfer Agent to transfer any
certificate  for  shares of Common Stock issued to the Holder upon conversion of
this  Debenture  and  when required by this Debenture or the Registration Rights
Agreement,  and  such  transfer  is  otherwise  lawful,  or  fails to remove any
restrictive legend or to cause its Transfer Agent to transfer any certificate or
any  shares  of  Common  Stock  issued  to  the  Holder  upon conversion of this
Debenture  as  and  when  required  by  this  Debenture,  the  Agreement  or the
Registration  Rights  Agreement and such legend removal is otherwise lawful, and
any such failure shall continue uncured for five (5) business days after written
notice  from  the  Holder  of  such  failure;  or
d.     The  Company  shall  fail to perform or observe, in any material respect,
any  other  covenant, term, provision, condition, agreement or obligation of the
Debenture and, except the case of Section 5, such failure shall continue uncured
for  a  period  of thirty (30) days after written notice from the holder of such
failure.  The Company shall fail to perform or observe, in any material respect,
any covenant, term, provision, condition, agreement or obligation of the Company
under the Securities Purchase Agreement or the Registration Rights Agreement and
such  failure  shall  continue  uncured  for  a period of thirty (30) days after
written  notice  from  the  Holder  of  such  failure;  or
e.     The  Company  shall  (1)  admit in writing its inability to pay its debts
generally as they mature; (2) make an assignment for the benefit of creditors or
commence  proceedings  for  its  dissolution; or (3) apply for or consent to the
appointment  of  a  trustee, liquidator or receiver for its or for a substantial
part  of  its  property  or  business;  or
f.     A  trustee,  liquidator or receiver shall be appointed for the Company or
for a substantial part of its property or business without its consent and shall
not  be  discharged  within  sixty  (60)  days  after  such  appointment;  or
g.     Any  governmental  agency  or  any court of competent jurisdiction at the
instance of any governmental agency shall assume custody or control of the whole
or  any substantial portion of the properties or assets of the Company and shall
not  be  dismissed  within  sixty  (60)  days  thereafter;  or
h.     Any  final  money  judgment,  writ  or  warrant of attachment, or similar
process,  not  subject  to  appeal, in excess of One-Hundred Thousand ($100,000)
Dollars in the aggregate shall be entered or filed against the Company or any of
its  properties  or other assets and shall remain unpaid, unvacated, unbonded or
unstayed  for  a  period  of sixty (60) days or in any event later than five (5)
days  prior  to  the  date  of  any  proposed  sale  thereunder;  or
i.     Bankruptcy,  reorganization,  insolvency  or  liquidation  proceedings or
other  proceedings for relief under any bankruptcy law or any law for the relief
of  debtors  shall  be  instituted  by or against the Company and, if instituted
against  the  Company,  shall not be dismissed within sixty (60) days after such
institution or the Company shall by any action or answer approve of, consent to,
or  acquiesce  in  any such proceedings or admit the material allegations of, or
default  in  answering  a  petition  filed  in  any  such  proceeding;  or

j.     The  Company  shall  have  its Common Stock suspended or delisted from an
exchange  for  a  period  in  excess  of  five  (5)  trading  days.
Then,  or  at  any time thereafter, and in each and every such case, unless such
Event  of Default shall have been waived in writing by a majority in interest of
the  Holders  of the Debentures (which waiver shall not be deemed to be a waiver
of  any  subsequent  default)  at  the  option  of a majority in interest of the
Holders  and  in  the  discretion  of a majority in interest of the Holders, the
Holder  may  at  its option and discretion declare this Debenture, together with
all  accrued  and  unpaid  interest  herein,  to be immediately due and payable,
without  presentment,  demand,  protest or notice of any kinds, all of which are
hereby  expressly  waived,  anything  herein or in any note or other instruments
contained  to  the  contrary  notwithstanding, and a majority in interest of the
Holders  may immediately enforce any and all of the Holder's rights and remedies
provided  herein  or  any  other  rights  or  remedies  afforded  by  law.


     11.     The  Company  agrees  to  have  its  wholly owned subsidiary, North
Texas  Circuit  Board  Co.,  Inc. execute a Security Agreement and UCC Financing
Statement  in  favor  of  Holder  for the amount of this Debenture.  The Company
agrees  that  the  collateral  for  this loan shall be a Giga 8800 Automatic CNC
Drilling Machine. The Company agrees it will use its best efforts to redeem 110%
of  the  unconverted principal amount of this Debenture, plus accrued but unpaid
interest,  through  a purchase leaseback financing on the Pluritec GIGA 8800 CNC
Drilling  Machine it is purchase with proceeds of the Debentures.  An additional
one  percent  (1%)  per  month, accrued monthly on the principal amount shall be
paid  by  the  Company  to  the  Holder in the event the Company does not redeem
within  thirty  (30)  calendar days from the date of issuance of this Debenture.
The  Holder  shall  have  the  right to decline redemption, in Holder's absolute
discretion,  but  in such event those liquidated damages of one percent (1%) per
month  applicable  to  the  redemption  shall not be payable, however, all other
accrued  but  unpaid  liquidated  damages  shall be payable. However, the Holder
shall  waive  such  right only if (a) the price of the Common Stock is less than
200% (two hundred percent) of the Closing Bid Price ("Qualifying Price") and (b)
the  registration  statement  has  been  declared  effective by the SEC prior to
December  31,  2001 ("Forced Redemption Condition"). After December 31, 2001 the
Forced  Redemption  Condition  shall  be  deemed expired and terminated, and the
ability  to decline redemption becomes the Holder's sole and exclusive right. If
at  anytime  during  the  Forced  Redemption  Condition period, the price of the
Common  Stock  fluctuates  above  or below the Qualifying Price, the Company may
force redemption on the balance of the unconverted Debentures, during such times
the  price  of  the  Common  Stock  is  below the Qualifying Price.  The Company
acknowledges that its failure to redeem the unconverted principal amount of this
Debenture,  plus  accrued  but unpaid interest, within thirty (30) calendar days
after  the  Issuance  Date  of  this  Debenture  will cause the Holder to suffer
damages  in  an  amount  that  will be difficult to ascertain.  Accordingly, the
parties  agree  that  it is appropriate to include in this Debenture a provision
for  liquidated  damages.  The parties acknowledge and agree that the liquidated
damages  provision  set forth in this section represents the parties' good faith
effort  to quantify such damages and, as such, agree that the form and amount of
such  liquidated  damages are reasonable and will not constitute a penalty.  The
payment of liquidated damages shall not relieve the Company from its obligations
to  deliver  the  Common  Stock  pursuant  to  the  terms  of  this  Debenture.

     12.  Nothing  contained  in this Debenture shall be construed as conferring
upon  the  Holder  the  right  to  vote or to receive dividends or to consent or
receive notice as a shareholder in respect of any meeting of shareholders or any
rights  whatsoever  as  a  shareholder  of the Company, unless and to the extent
converted  in  accordance  with  the  terms  hereof.
13.     This Debenture may be amended only by the written consent of the parties
     hereto.
14.      No waivers or consents in regard to any provision of this Debenture may
     be  given  other  than  by  an  instrument in writing signed by the Holder.
                   [Balance of this page intentionally left blank.]
<PAGE>

IN WITNESS WHEREOF, the Company has caused this Debenture to be duly executed by
an  officer  thereunto  duly  authorized.
Dated:  October  ___,  2001
FLEXXTECH  CORPORATION
By:_______________________________________
__________________________________________
(Print  Name)
__________________________________________
(Title)


<PAGE>

                                    EXHIBIT A
                              NOTICE OF CONVERSION
   (To be Executed by the Registered Holder in order to Convert the Debenture)
     The  undersigned hereby irrevocably elects to convert $ ________________ of
the  principal
amount  of  the above Debenture No. ___ into Shares of Common Stock of FLEXXTECH
CORPORATION  (the  "Company") according to the conditions hereof, as of the date
written  below.
Conversion  Date*

Applicable  Conversion  Price

Signature

[Name]
Address:

     _____________________________________________________________________
*  This original Debenture must be received by the Company or its transfer agent
by  the  fifth  business  date  following  the  Conversion  Date.




                                                                       EXHIBIT C
                                                               To the Securities
                                                              Purchase Agreement
                                                              ------------------

                          REGISTRATION RIGHTS AGREEMENT
                            (CONVERTIBLE DEBENTURES)

     THIS  REGISTRATION  RIGHTS  AGREEMENT,  dated  as of October 16, 2001 (this
"Agreement"),  is  made  by  and  between  FLEXXTECH  CORPORATION,  a  Nevada
corporation,  with headquarters located at 5777 W. Century Boulevard, Suite 767,
Los  Angeles,  CA  94010 (the "Company"), and each entity named on the signature
page  hereto  as  "Investors"  (each,  an  "Investor").


                              W I T N E S S E T H:

     WHEREAS,  upon  the  terms  and subject to the conditions of the Securities
Purchase  Agreement,  dated  as  of  August  14, 2001, between the Buyers listed
therein  and  the  Company  (the  "Securities  Purchase  Agreement";  terms  not
otherwise  defined  herein  shall  have  the  meanings  ascribed  to them in the
Securities  Purchase Agreement), the Company has agreed to issue and sell to the
Investors  one  or  more  debentures  of the Company, in the aggregate principal
amount  of  $240,000.00  (the  "Debentures");  and

     WHEREAS,  the  Debentures  are convertible into shares of Common Stock (the
"Conversion  Shares"; which term, for purposes of this Agreement, shall include,
without  limitation,  shares  of Common Stock of the Company issuable in lieu of
accrued interest on conversion as contemplated by the Debentures) upon the terms
and  subject  to  the  conditions  contained  in  the  Debentures.
WHEREAS,  to induce the Investors to execute and deliver the Securities Purchase
Agreement,  the  Company has agreed to provide certain registration rights under
the  Securities  Act  of  1933,  as  amended,  and  the  rules  and  regulations
thereunder,  or  any  similar  successor  statute (collectively, the "Securities
Act"),  with  respect  to  the  Conversion  Shares;


NOW,  THEREFORE,  in  consideration  of  the  premises  and the mutual covenants
contained  herein  and  other  good  and valuable consideration, the receipt and
sufficiency  of  which  are  hereby  acknowledged, the Company and the Investors
hereby  agree  as  follows:

1.     DEFINITIONS.     As  used  in  this  Agreement, the following terms shall
have  the  following  meanings:

(a)     "Investor"  means  an  Investor  who  agrees  to  become  bound  by  the
provisions  of  this  Agreement.

(b)     "Potential  Material  Event"  means  any  of  the  following:  (i)  the
possession  by  the Company of material information not ripe for disclosure in a
registration statement, which shall be evidenced by determinations in good faith
     by  the  Board  of  Directors  of  the  Company  that  disclosure  of  such
information  in  the registration statement would be detrimental to the business
and  affairs  of the Company; or (ii) any material engagement or activity by the
Company  which  would, in the good faith determination of the Board of Directors
of  the Company, be adversely affected by disclosure in a registration statement
at  such  time,  which  determination  shall  be  accompanied  by  a  good faith
determination  by  the  Board  of Directors of the Company that the registration
statement  would  be  materially  misleading  absent  the  inclusion  of  such
information.

(c)     "Register,"  "Registered,"  and  "Registration"  refer to a registration
effected  by  preparing  and  filing  a  Registration Statement or Statements in
compliance with the Securities Act and pursuant to Rule 415 under the Securities
     Act or any successor rule providing for offering securities on a continuous
basis  ("Rule  415"),  and  the declaration or ordering of effectiveness of such
Registration  Statement  by  the  SEC.

(d)     "Registrable  Securities"  means  the  Conversion  Shares.

(e)     "Registration  Statement"  means a registration statement of the Company
under  the  Securities  Act.

(f)     "SEC"  means  the  United  States  Securities  and  Exchange Commission.
Capitalized  terms  not otherwise defined herein shall have the meaning ascribed
to  them  in  the  Securities  Purchase  Agreement.

2.     REGISTRATION.


(A)     Mandatory  Registration.

(i)     The  Company  shall  prepare  and file with the SEC, as soon as possible
after  the Closing Date and no later than thirty (30) days following the Closing
Date  (the  "Required  Filing  Date"),  either  a  Registration  Statement or an
amendment to an existing Registration Statement, in either event registering for
     resale  by  the Investors a sufficient number of shares of Common Stock for
the  Investors  to sell the Registrable Securities (or such lesser number as may
be  required  by the SEC, but in no event less than three hundred percent (300%)
of  that number of shares of the Company's Common Stock  into which the relevant
Debentures  and  all  interest  thereon  through their respective Maturity Dates
would  be  convertible  at  the  time  of  filing of such Registration Statement
(assuming  for  such  purposes  that all such Debentures had been eligible to be
converted,  and  had  been  converted, into Conversion Shares in accordance with
their  terms, whether or not such accrual of interest, eligibility or conversion
had  in  fact  occurred as of such date) .  The Registration Statement (W) shall
include  the Registrable Securities and (X) shall also state that, in accordance
with  Rule  416  and  457  under  the  Securities  Act,  it  also  covers  such
indeterminate number of additional shares of Common Stock as may become issuable
upon  conversion  of  the  Debentures  to  prevent dilution resulting from stock
splits  or  stock dividends. The Company will use its reasonable best efforts to
cause  such  Registration  Statement to be declared effective on a date no later
than  ninety  (90)  days after the Closing Date (the "Required Effective Date").
(ii)     If  at  any time (an "Increased Registered Shares Date"), the number of
shares  of  Common Stock represented by the Registrable Securities, issued or to
be  issued  as contemplated by the Transaction Agreements, exceeds the aggregate
number  of shares of Common Stock then registered, the Company shall, within ten
(10)  business  days after receipt of a written notice from any Investor, either
(X)  amend  the relevant Registration Statement filed by the Company pursuant to
the  preceding  provisions of this Section 2, if such Registration Statement has
not been declared effective by the SEC at that time, to register one hundred ten
     percent  (110%) of such Registrable Shares, computed as contemplated by the
immediately  preceding  subparagraph  (i), or (Y) if such Registration Statement
has  been  declared  effective  by  the  SEC  at that time, file with the SEC an
additional  Registration  Statement  (an "Additional Registration Statement") to
register  one  hundred  ten  percent  (110%)  of  the  shares  of  Common  Stock
represented  by  the  Registrable  Shares,  computed  as  contemplated  by  the
immediately  preceding  subparagraph  (i),  that  exceed the aggregate number of
shares  of Common Stock already registered.  The Company will use its reasonable
best  efforts  to  cause  the  amended  Registration Statement or the Additional
Registration Statement, as the case may be, to be declared effective as promptly
as  possible and in no event later than (90) days after the Increased Registered
Shares  Date.

(B)     PAYMENTS  BY  THE  COMPANY.
(i)     If the Registration Statement covering the Registrable Securities is not
     filed  with  the  SEC  by  the  Required Filing Date, the Company will make
payment  to  the  Investors  in  such  amounts  and  at  such  times as shall be
determined  pursuant  to  this  Section  2(b).
(ii)     If  the  Registration  Statement covering the Registrable Securities is
not  declared  effective  by the SEC by the Required Effective Date, the Company
will make payment to the Investors in such amounts and at such times as shall be
determined  pursuant  to  this  Section  2(b).
(iii)     If  the  Company does not respond to comments issued by the SEC within
five  (5)  business days of first receipt thereof by the Company or its counsel,
then the Company will make payments to the Investors in such amounts and at such
     times  as  shall  be  determined  pursuant  to  this  Section  2(b).
(iv)     If  either  the  conditions  set forth in Sections 2(b)(i), 2(b)(ii) or
2(b)(iii)  are  not  satisfied  as  required thereby, then within three (3) days
after  the  end  of the time periods referenced in Sections 2(b)(i), 2(b)(ii) or
2(b)(iii)  (the third such day being referred to as the "Set Date"), as the case
may  be,  the  Company  shall  immediately  pay  to the Investors without demand
therefore  a  cash  amount  equal  to  2% per month of the outstanding principal
amount  of  the  Debentures  and,  until  such  time  as the actions required by
Sections  2(b)(i),  2(b)(ii)  or  2(b)(iii), as the case may be, shall have been
taken,  the  same amount shall accrue and become payable to the Investors within
three  (3)  days  on the same day as the Set Date of each subsequent month until
such  Sections shall have been complied with (the "Periodic Amounts").  In light
of  the  difficulty of ascertaining the amount of damage that the Investors will
suffer  as  a  result  of the Company's failure to comply therewith, all amounts
payable  under this Section shall be payable as liquidated damages, and not as a
penalty.  The Company shall keep the registration statement effective throughout
     the  period  during which the life of the Registrable Securities are issued
and  outstanding.
          (v)     It is the intention of the parties that interest payable under
any of the terms of this Agreement shall not exceed the maximum amount permitted
under  any  applicable law. If a law, which applies to this Agreement which sets
the  maximum  interest  amount,  is  finally interpreted so that the interest in
connection  with this Agreement exceeds the permitted limits, then: (1) any such
interest  shall be reduced by the amount necessary to reduce the interest to the
permitted  limit;  and  (2) any sums already collected (if any) from the Company
which exceed the permitted limits will be refunded to the Company.  The Investor
may  choose  to  make  this  refund by reducing the amount that the Company owes
under  this Agreement or by making a direct payment to the Company.  If a refund
reduces  the  amount  that  the Company owes the Investor, the reduction will be
treated  as  a partial payment.  In case any provision of this Agreement is held
by  a  court  of  competent  jurisdiction  to be excessive in scope or otherwise
invalid  or  unenforceable, such provision shall be adjusted rather than voided,
if  possible,  so that it is enforceable to the maximum extent possible, and the
validity  and  enforceability of the remaining provisions of this Agreement will
not  in  any  way  be  affected  or  impaired  thereby.

     (vi)     The  parties acknowledge that the damages which may be incurred by
the  Investors if the Registration Statement is not filed by the Required Filing
Date,  declared  effective  by  the SEC by the Required Effective Date or if the
Registration  Statement  has not been declared effective as promptly as possible
may  be  difficult  to  ascertain.  The  parties agree that the Periodic Amounts
represent  a  reasonable  estimate on the part of the parties, as of the date of
this  Agreement,  of  the  amount  of  such  damages, and shall be the exclusive
remedy.

     (vii)     Notwithstanding the foregoing, the amounts payable by the Company
pursuant  to  this provision shall not be payable to the extent any delay in the
effectiveness  of  the  Registration Statement occurs because of an act of, or a
failure to act or to act timely by the Investors or its counsel, or in the event
all  of  the  Registrable Securities may be sold pursuant to Rule 144 or another
available  exemption  under  the  Act.


3.     OBLIGATIONS  OF  THE COMPANY.  In connection with the registration of the
Registrable  Securities,  the  Company  shall  do  each  of  the  following:
(a)     Prepare  promptly,  and  file with the SEC by the Required Filing Date a
Registration  Statement  with respect to not less than the number of Registrable
Securities  provided  in  Section  2(a) above, and thereafter use its reasonable
efforts  to cause such Registration Statement relating to Registrable Securities
to  become effective as promptly as possible and keep the Registration Statement
effective  at all times during the period (the "Registration Period") continuing
until  the earliest of (i) the date that is five (5) years after the last day of
the  calendar  month  following the month in which the Registration Statement is
declared  effective,  (ii) the date when the Investorss may sell all Registrable
Securities under Rule 144, or (iii) the date the Investorss no longer own any of
     the  Registrable  Securities,  which  Registration Statement (including any
amendments  or supplements thereto and prospectuses contained therein) shall not
contain any untrue statement of a material fact or omit to state a material fact
required  to  be  stated therein or necessary to make the statements therein, in
light  of  the  circumstances  in  which  they  were  made,  not  misleading;
(b)     Prepare  and file with the SEC such amendments (including post-effective
amendments)  and  supplements  to  the Registration Statement and the prospectus
used  in  connection with the Registration Statement as may be necessary to keep
the  Registration  Statement  effective  at  all  times  during the Registration
Period,  and,  during the Registration Period, comply with the provisions of the
Securities  Act with respect to the disposition of all Registrable Securities of
the Company covered by the Registration Statement until such time as all of such
     Registrable  Securities  have  been  disposed  of  in  accordance  with the
intended methods of disposition by the seller or sellers thereof as set forth in
the  Registration  Statement;
(c)     The  Company  shall  permit  a  single firm of counsel designated by the
Investors  to  review  the  Registration  Statement  and  all  amendments  and
supplements  thereto  a  reasonable  period of time (but not less than three (3)
business  days) prior to their filing with the SEC, and not file any document in
a  form  to which such counsel reasonably objects.  If such counsel objects, the
Required  Filing  Date shall be extended by the number of days from the date the
Registration Statement was delivered to such counsel to the date such counsel no
longer  objects;

(d)     Notify  each  Investor,  such Investor's legal counsel identified to the
Company  (which,  until  further written notice, shall be deemed to be Joseph B.
LaRocco,  Esq.  49  Locust  Avenue,  Suite  107,  New  Canaan,  CT  06840;  (the
"Investor's  Counsel")),  and any managing underwriters immediately (and, in the
case  of (i)(A) below, not less than five (5) days prior to such filing) and (if
requested  by  any such Person) confirm such notice in writing no later than one
(1)  business  day  following the day (i)(A) when a Prospectus or any Prospectus
supplement or post-effective amendment to the Registration Statement is proposed
     to  be  filed; (B) whenever the SEC notifies the Company whether there will
be  a "review" of  Registration Statement; (C) whenever the Company receives (or
a  representative  of  the  Company  receives on its behalf) any oral or written
comments  from  the  SEC relating to a Registration Statement (copies or, in the
case of oral comments, summaries of such comments shall be promptly furnished by
the  Company  to  the  Investors);  and  (D)  with  respect  to the Registration
Statement  or  any post-effective amendment, when the same has become effective;
(ii)  of  any  request  by  the  SEC  or any other Federal or state governmental
authority  for  amendments  or  supplements  to  the  Registration  Statement or
Prospectus  or  for  additional information; (iii) of the issuance by the SEC of
any  stop  order  suspending  the  effectiveness  of  the Registration Statement
covering  any  or  all  of  the  Registrable Securities or the initiation of any
Proceedings  for that purpose; (iv) if at any time any of the representations or
warranties of the Company contained in any agreement (including any underwriting
agreement)  contemplated  hereby  ceases  to be true and correct in all material
respects;  (v) of the receipt by the Company 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; and (vi) of the occurrence of
any  event that to the best knowledge of the Company makes any statement made in
the  Registration Statement or Prospectus or any document incorporated or deemed
to  be  incorporated therein by reference untrue in any material respect or that
requires  any  revisions  to  the  Registration  Statement,  Prospectus or other
documents  so that, in the case of the Registration Statement or the Prospectus,
as  the case may be, 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  light of the circumstances under which they
were made, not misleading.  In addition, the Company shall furnish the Investors
with  copies  of  all intended written responses to the comments contemplated in
clause  (C)  of this Section 3(d) not later than one (1) business day in advance
of  the  filing  of such responses with the SEC so that the Investors shall have
the  opportunity  to  comment  thereon;

     (e)     Furnish  to  each Investor and such Investor's Counsel (i) promptly
after  the  same  is  prepared  and publicly distributed, filed with the SEC, or
received  by  the  Company,  one  (1)  copy  of the Registration Statement, each
preliminary prospectus and prospectus, and each amendment or supplement thereto,
and  (ii)  such  number  of  copies  of  a  prospectus,  and  all amendments and
supplements  thereto  and  such other documents, as such Investor may reasonably
request  in  order  to  facilitate the disposition of the Registrable Securities
owned  by  such  Investor;

(g)     As  promptly  as  practicable  after becoming aware thereof, notify each
Investor  of  the  happening  of  any  event  of  which  the  Company has actual
knowledge,  as  a  result  of  which the prospectus included in the Registration
Statement, as then in effect, includes an untrue statement of a material fact or
     omits  to  state a material fact required to be stated therein or necessary
to  make  the statements therein, in light of the circumstances under which they
were  made,  not  misleading,  and  use  its  best efforts promptly to prepare a
supplement  or  amendment  to  the  Registration  Statement or other appropriate
filing  with the SEC to correct such untrue statement or omission, and deliver a
number  of  copies  of  such  supplement  or  amendment to each Investor as such
Investor  may  reasonably  request;

(h)     As  promptly  as  practicable  after becoming aware thereof, notify each
Investor  who  holds  Registrable  Securities being sold (or, in the event of an
underwritten  offering, the managing underwriters) of the issuance by the SEC of
a  Notice  of  Effectiveness or any notice of effectiveness or any stop order or
other  suspension  of  the  effectiveness  of  the Registration Statement at the
earliest  possible  time;

(i)     Notwithstanding the foregoing, if at any time or from time to time after
the  date  of  effectiveness of the Registration Statement, the Company notifies
the  Investors  in  writing  of the existence of a Potential Material Event, the
Investors  shall  not offer or sell any Registrable Securities, or engage in any
other  transaction involving or relating to the Registrable Securities, from the
time  of  the  giving of notice with respect to a Potential Material Event until
such  Investor  receives  written  notice  from  the Company that such Potential
Material  Event either has been disclosed to the public or no longer constitutes
a  Potential  Material  Event;  provided,  however,that  the  Company may not so
                                -------------------
suspend  the  right  to such holders of Registrable Securities for more than two
twenty  (20)  business  day  periods in the aggregate during any 12-month period
("Suspension  Period")  with  at  least a ten (10) business day interval between
such periods, during the periods the Registration Statement is required to be in
effect;
(j)     Use  its  reasonable  efforts  to secure and maintain the designation of
all  the  Registrable  Securities  covered  by the Registration Statement on the
NASDAQ/National Market System or the "OTC Bulletin Board Market" of the National
Association  of Securities Dealers Automated Quotations System ("NASDAQ") within
the  meaning  of  Rule  11Aa2-1  of the SEC under the Securities Exchange Act of
1934,  as  amended  (the  "Exchange  Act"), and the quotation of the Registrable
Securities  on The NASDAQ National Market System; and further use its efforts to
arrange  for  at  least  two  (2)  market  makers  to register with the National
Association  of  Securities  Dealers, Inc. ("NASD") as such with respect to such
Registrable  Securities;

(k)     Provide  a  transfer  agent and registrar, which may be a single entity,
for  the Registrable Securities not later than three (3) business days after the
effective  date  of  the  Registration  Statement;

(l)     Cooperate  with  the  Investors to facilitate the timely preparation and
delivery  of  certificates for the Registrable Securities to be offered pursuant
to  the  Registration Statement and enable such certificates for the Registrable
Securities  to  be  in  such denominations or amounts as the case may be, as the
Investors  may  reasonably  request, and, within three (3) business days after a
Registration  Statement  which  includes  Registrable  Securities  is  ordered
effective  by  the SEC, the Company shall deliver, and shall cause legal counsel
selected  by  the  Company to deliver, to the transfer agent for the Registrable
Securities  (with  copies  to  the  Investors  whose  Registrable Securities are
included  in such Registration Statement) an appropriate instruction and opinion
of  such  counsel;

(m)     Take  all  other reasonable actions necessary to expedite and facilitate
disposition  by  the  Investor  of  the  Registrable  Securities pursuant to the
Registration  Statement;  and
(n)     Not take, or omit to take, any actions that would preclude the filing or
     effectiveness  of  the  Registration Statement or require the withdrawal of
the  Registration  Statement.


4.     OBLIGATIONS OF THE INVESTORS.  In connection with the registration of the
     Registrable Securities, the Investors shall have the following obligations:
(a)     It  shall  be a condition precedent to the obligations of the Company to
complete  the  registration  pursuant  to  this  Agreement  with  respect to the
Registrable Securities of a particular Investor that such Investor shall furnish
     to  the  Company  such  information  regarding  itself,  the  Registrable
Securities held by it, and the intended method of disposition of the Registrable
Securities  held  by  it,  as  shall  be  reasonably  required  to  effect  the
registration  of such Registrable Securities and shall execute such documents in
connection  with  such  registration  as the Company may reasonably request.  At
least  ten  (10) business days prior to the first anticipated filing date of the
Registration  Statement,  the  Company  shall  notify  each  Investor  of  the
information  the  Company  requires  from  each  such  Investor  (the "Requested
Information") if such Investor elects to have any of such Investor's Registrable
Securities included in the Registration Statement.  If at least two (2) business
days  prior  to  the  filing  date  the  Company  has not received the Requested
Information from an Investor (a "Non-Responsive Investor"), then the Company may
file the Registration Statement without including Registrable Securities of such
Non-Responsive  Investor;

(b)     Each  Investor,  by  such  Investor's  acceptance  of  the  Registrable
Securities,  agrees to cooperate with the Company as reasonably requested by the
Company  in  connection  with  the  preparation  and  filing of the Registration
Statement hereunder, unless such Investor has notified the Company in writing of
     such  Investor's  election  to  exclude  all of such Investor's Registrable
Securities  from  the  Registration  Statement;  and

(c)     Each  Investor  agrees that, upon receipt of any notice from the Company
of  the  happening  of  any event of the kind described in Section 3(e) or 3(f),
above,  such  Investor  will  immediately discontinue disposition of Registrable
Securities  pursuant  to  the  Registration  Statement covering such Registrable
Securities  until  such  Investor's receipt of the copies of the supplemented or
amended  prospectus  contemplated by Section 3(e) or 3(f) and, if so directed by
the  Company,  such Investor shall deliver to the Company (at the expense of the
Company)  or  destroy  (and deliver to the Company a certificate of destruction)
all  copies  in  such  Investor's  possession,  of  the prospectus covering such
Registrable  Securities  current  at  the  time  of  receipt  of  such  notice.

(d)     Each  holder of Registrable Securities that sells Registrable Securities
pursuant  to  a registration under this Agreement agrees that in connection with
registration  as  follows:

(i)     Such  seller shall cooperate as reasonably requested by the Company with
the  Company  in  connection with the preparation of the registration statement,
and  for  as  long  as  the  Company is obligated to file and keep effective the
registration statement, shall provide to the Company, in writing, for use in the
registration  statement, all such information regarding such seller and its plan
of  distribution of the Registrable Securities as may reasonably be necessary to
enable the Company to prepare the registration statement and prospectus covering
the  Registrable  Securities, to maintain the currency and effectiveness thereof
and  otherwise  to  comply with all applicable requirements of law in connection
therewith;  and

(ii)     During such time as such seller may be engaged in a distribution of the
Registrable  Securities,  such  seller  shall  comply with Rules 10b-6 and 10b-7
promulgated  under  the  Securities  Exchange Act and pursuant thereto it shall,
among  other  things; (x) not engage in any stabilization activity in connection
with  the  securities  of  the  Company  in  contravention  of  such  rules; (y)
distribute the Registrable Securities under the registration statement solely in
the  manner  described in the registration statement; and (z) cease distribution
of  such  Registrable  Securities  pursuant  to such registration statement upon
written  notice  from  the  Company that the prospectus covering the Registrable
Securites contains any untrue statement of a material fact required to be stated
therein  or  necessary  to  make  the  statements  therein  not  misleading.

5.     EXPENSES  OF  REGISTRATION.  (a)  All  reasonable  expenses  (other  than
underwriting  discounts and commissions of the Investors) incurred in connection
with  registrations, filings or qualifications pursuant to Sections 2 and 3, but
including,  without  limitation,  all  registration, listing, and qualifications
fees, printers, legal and accounting fees, the fees and disbursements of counsel
     for  the  Company  and  a  fee for a single counsel for the Investors (as a
group and not individually) not exceeding $10,000 for the Registration Statement
covering  the  Registrable Securities applicable to the Debentures issued on the
Closing  Date  shall  be  borne  by  the  Company.
(b)     Neither  the  Company  nor  any  of its subsidiaries has, as of the date
hereof,  nor shall the Company nor any of its subsidiaries, on or after the date
of  this  Agreement,  entered  into any agreement with respect to its securities
that  is inconsistent with the rights granted to the Investors in this Agreement
or  otherwise  conflicts with the provisions hereof.  Except as disclosed in the
Securities Purchase Agreement or the other documents entered into simultaneously
     therewith,  neither  the Company nor any of its subsidiaries has previously
entered  into any agreement granting any registration rights with respect to any
of  its  securities  to  any  Person.  Without  limiting  the  generality of the
foregoing,  without  the  written consent of the Investors holding a majority of
the  Registrable Securities, the Company shall not grant to any person the right
to  request  the  Company  to  register  any securities of the Company under the
Securities  Act  unless the rights so granted are subject in all respects to the
prior rights in full of the Investors set forth herein, and are not otherwise in
conflict  or  inconsistent  with  the provisions of this Agreement and the other
Transaction  Agreements.


6.     INDEMNIFICATION.  In the event any Registrable Securities are included in
     a  Registration  Statement  under  this  Agreement:
(a)     To  the  extent  permitted  by  law, the Company will indemnify and hold
harmless  each  Investor  who  holds such Registrable Securities, the directors,
managers  and  members,  if any, of such Investor, the officers, if any, of such
Investor,  and each person, if any, who controls any Investor within the meaning
of  the  Securities  Act  or  the Exchange Act (each, an "Indemnified Person" or
"Indemnified  Party"),  against  any  losses,  claims,  damages,  liabilities or
expenses  (joint  or  several) incurred (collectively, "Claims") to which any of
them may become subject under the Securities Act, the Exchange Act or otherwise,
     insofar  as  such  Claims  (or actions or proceedings, whether commenced or
threatened,  in  respect  thereof)  arise  out  of  or are based upon any of the
following  statements, omissions or violations in the Registration Statement, or
any  post-effective  amendment  thereof, or any prospectus included therein: (i)
any untrue statement or alleged untrue statement of a material fact contained in
the  Registration  Statement  or  any  post-effective  amendment  thereof or the
omission  or  alleged  omission  to state therein a material fact required to be
stated  therein or necessary to make the statements therein not misleading, (ii)
any untrue statement or alleged untrue statement of a material fact contained in
the  final  prospectus  (as  amended  or  supplemented, if the Company files any
amendment thereof or supplement thereto with the SEC) or the omission or alleged
omission  to  state  therein  any material fact necessary to make the statements
made  therein,  in light of the circumstances under which the statements therein
were  made,  not  misleading  or (iii) any violation or alleged violation by the
Company of the Securities Act, the Exchange Act, any state securities law or any
rule  or  regulation  under  the  Securities  Act, the Exchange Act or any state
securities  law  (the  matters in the foregoing clauses (i) through (iii) being,
collectively,  "Violations").  Subject  to  clause  (b)  of  this Section 6, the
Company  shall  reimburse  the Investors, promptly as such expenses are incurred
and  are  due  and  payable,  for  any  legal  fees or other reasonable expenses
incurred  by  them in connection with investigating or defending any such Claim.
Notwithstanding  anything  to the contrary contained herein, the indemnification
agreement  contained in this Section 6(a) shall not (I) apply to a Claim arising
out of or based upon a Violation which occurs in reliance upon and in conformity
with  information  furnished  in  writing  to the Company by or on behalf of any
Indemnified  Person  expressly for use in connection with the preparation of the
Registration  Statement  or any such amendment thereof or supplement thereto, if
such  prospectus  was  timely  made available by the Company pursuant to Section
3(c)  hereof;  (II)  be available to the extent such Claim is based on a failure
of  the  Investor  to  deliver  or  cause  to  be  delivered the prospectus made
available  by  the  Company;  (III)  apply  to amounts paid in settlement of any
Claim  if  such  settlement is effected without the prior written consent of the
Company,  which consent shall not be unreasonably withheld; or (IV) apply to any
violation  or  alleged violation by an Indemnified Person of the Securities Act,
the  Exchange Act, any state securities laws or any rule or regulation under the
Securities  Act, the Exchange Act, or any state securities laws.   Each Investor
will  indemnify  the  Company  and  its officers, directors and agents (each, an
"Indemnified  Person"  or "Indemnified Party") against any claims arising out of
or  based  upon a Violation which occurs in reliance upon and in conformity with
information  furnished  in  writing  to  the  Company,  by  or on behalf of such
Investor,  expressly  for  use  in  connection  with  the  preparation  of  the
Registration  Statement,  subject  to  such  limitations  and  conditions as are
applicable  to  the  Indemnification  provided by the Company to this Section 6.
Such  indemnity  shall  remain  in  full  force  and  effect  regardless  of any
investigation  made  by  or  on  behalf  of  the  Indemnified  Person.

(b)     Promptly  after  receipt  by  an Indemnified Person or Indemnified Party
under  this Section 6 of notice of the commencement of any action (including any
governmental  action),  such Indemnified Person or Indemnified Party shall, if a
Claim in respect thereof is to be made against any indemnifying party under this
     Section  6,  deliver  to  the  indemnifying  party  a written notice of the
commencement  thereof  and  the  indemnifying  party  shall  have  the  right to
participate  in,  and,  to the extent the indemnifying party so desires, jointly
with  any  other  indemnifying party similarly noticed, to assume control of the
defense thereof with counsel mutually satisfactory to the indemnifying party and
the  Indemnified  Person  or the Indemnified Party, as the case may be.  In case
any  such action is brought against any Indemnified Person or Indemnified Party,
and  it  notifies  the  indemnifying  party  of  the  commencement  thereof, the
indemnifying  party  will be entitled to participate in, and, to the extent that
it  may  wish,  jointly  with  any  other indemnifying party similarly notified,
assume  the  defense  thereof, subject to the provisions herein stated and after
notice  from  the  indemnifying  party to such Indemnified Person or Indemnified
Party  of  its election so to assume the defense thereof, the indemnifying party
will  not  be  liable to such Indemnified Person or Indemnified Party under this
Section  6 for any legal or other reasonable out-of-pocket expenses subsequently
incurred  by such Indemnified Person or Indemnified Party in connection with the
defense  thereof  other  than  reasonable  costs  of  investigation,  unless the
indemnifying  party  shall  not  pursue the action to its final conclusion.  The
Indemnified  Person or Indemnified Party shall have the right to employ separate
counsel  in  any  such action and to participate in the defense thereof, but the
fees  and  reasonable out-of-pocket expenses of such counsel shall not be at the
expense  of  the  indemnifying  party  if the indemnifying party has assumed the
defense  of  the  action with counsel reasonably satisfactory to the Indemnified
Person  or  Indemnified  Party.  The  failure  to  deliver written notice to the
indemnifying  party  within  a  reasonable  time of the commencement of any such
action  shall  not  relieve  such  indemnifying  party  of  any liability to the
Indemnified  Person  or  Indemnified  Party  under this Section 6, except to the
extent  that  the indemnifying party is prejudiced in its ability to defend such
action.  The  indemnification  required  by  this  Section  6  shall  be made by
periodic  payments  of the amount thereof during the course of the investigation
or  defense,  as  such expense, loss, damage or liability is incurred and is due
and  payable.

7.     CONTRIBUTION.  To the extent any indemnification by an indemnifying party
     is  prohibited or limited by law, the indemnifying party agrees to make the
maximum contribution with respect to any amounts for which it would otherwise be
liable  under  Section  6  to  the  fullest  extent  permitted by law; provided,
                                                                       --------
however,  that  (a)  no contribution shall be made under circumstances where the
maker  would  not have been liable for indemnification under the fault standards
set  forth  in  Section  6;  (b)  no  seller of Registrable Securities guilty of
fraudulent  misrepresentation  (within  the  meaning  of  Section  11(f)  of the
Securities Act) shall be entitled to contribution from any seller of Registrable
Securities  who  was  not  guilty  of such fraudulent misrepresentation; and (c)
contribution  by any seller of Registrable Securities shall be limited in amount
to  the  net  amount  of  proceeds received by such seller from the sale of such
Registrable  Securities.
8.     REPORTS  UNDER  EXCHANGE  ACT.  With  a  view  to making available to the
Investors  the  benefits of Rule 144 promulgated under the Securities Act or any
other  similar  rule  or  regulation  of the SEC that may at any time permit the
Investors  to  sell securities of the Company to the public without registration
("Rule  144"),  the  Company  agrees  to:
(c)     make  and  keep  public  information  available,  as  those  terms  are
understood  and  defined  in  Rule  144;
(d)     file  with  the  SEC  in a timely manner all reports and other documents
required  of  the  Company  under  the  Securities  Act  and  the  Exchange Act;
(e)     furnish  to  each  Investor  so  long  as such Investor owns Registrable
Securities,  promptly  upon request, (i) a written statement by the Company that
it  has complied with the reporting requirements of Rule 144, the Securities Act
and  the Exchange Act, (ii) a copy of the most recent annual or quarterly report
of  the Company and such other reports and documents so filed by the Company and
(iii)  such  other  information  as  may  be  reasonably requested to permit the
Investors to sell such securities pursuant to Rule 144 without registration; and
     (d)     cause its counsel to deliver to its transfer agent such opinions of
law as shall be required to remove restrictive legends on the shares to be sold.


9.     ASSIGNMENT  OF  THE  REGISTRATION  RIGHTS.  This  Agreement  shall not be
assignable.


10.     AMENDMENT  OF  REGISTRATION RIGHTS.  Any provision of this Agreement may
be  amended  and  the observance thereof may be waived (either generally or in a
particular  instance  and  either retroactively or prospectively), only with the
written  consent  of  the  Company  and Investors who hold a fifty (50%) percent
interest  of  the  Registrable  Securities.  Any amendment or waiver effected in
accordance  with  this  Section  10  shall be binding upon each Investor and the
Company.


11.     MISCELLANEOUS.
(f)     A  person  or  entity is deemed to be a holder of Registrable Securities
whenever  such  person or entity owns of record such Registrable Securities.  If
the  Company receives conflicting instructions, notices or elections from two or
more  persons  or  entities with respect to the same Registrable Securities, the
Company  shall  act  upon the basis of instructions, notice or election received
from  the  registered  owner  of  such  Registrable  Securities.
(g)     Notices  required  or  permitted to be given hereunder shall be given in
the  manner  contemplated  by  the  Securities Purchase Agreement, (i) if to the
Company  or  to  the  Investors, to their respective address contemplated by the
Securities  Purchase  Agreement,  and  (iii)  if  to any other Investor, at such
address  as  such  Investor shall have provided in writing to the Company, or at
such  other  address  as each such party furnishes by notice given in accordance
with  this  Section  11(b).
(h)     Failure  of  any  party  to  exercise  any  right  or  remedy under this
Agreement  or otherwise, or delay by a party in exercising such right or remedy,
shall  not  operate  as  a  waiver  thereof.
(i)     This  Agreement  shall be governed by and interpreted in accordance with
the  laws  of the State of New York for contracts to be wholly performed in such
state and without giving effect to the principles thereof regarding the conflict
     of  laws.  Each  of the parties consents to the jurisdiction of the federal
courts  whose  districts encompass any part of the City of New York or the state
courts  of  the  State of New York sitting in the City of New York in connection
with  any dispute arising under this Agreement and hereby waives, to the maximum
extent  permitted  by law, any objection, including any objection based on forum
non coveniens, to the bringing of any such proceeding in such jurisdictions.  To
the  extent  determined by such court, the Company shall reimburse the Buyer for
any reasonable legal fees and disbursements incurred by the Buyer in enforcement
of  or  protection  of  any  of  its  rights  under  this  Agreement.
(j)     If  any provision of this Agreement shall be invalid or unenforceable in
any  jurisdiction,  such  invalidity  or  unenforceability  shall not affect the
validity or enforceability of the remainder of this Agreement or the validity or
     enforceability  of  this  Agreement  in  any  other  jurisdiction.
(k)     All pronouns and any variations thereof refer to the masculine, feminine
     or  neuter,  singular  or  plural,  as  the  context  may  require.
(l)     The headings in this Agreement are for convenience of reference only and
     shall  not  limit  or  otherwise  affect  the  meaning  thereof.
(m)     This  Agreement  may  be  executed  in one or more counterparts, each of
which  shall be deemed an original but all of which shall constitute one and the
same  agreement.  This  Agreement, once executed by a party, may be delivered to
the  other  party  hereto  by telephone line facsimile transmission of a copy of
this  Agreement bearing the signature of the party so delivering this Agreement.
(n)     The  Company acknowledges that any failure by the Company to perform its
obligations  under  Section  3(a) hereof, or any delay in such performance could
result in loss to the Investors, and the Company agrees that, in addition to any
other  liability  the  Company  may have by reason of such failure or delay, the
Company  shall  be  liable  for all direct damages caused by any such failure or
delay,  unless  the same is the result of force majeure.  Neither party shall be
liable  for  consequential  damages.
(o)     This Agreement constitutes the entire agreement among the parties hereto
     with  respect  to  the  subject  matter hereof.  There are no restrictions,
promises,  warranties or undertakings, other than those set forth or referred to
herein.  This Agreement supersedes all prior agreements and understandings among
the parties hereto with respect to the subject matter hereof. This Agreement may
be  amended  only  by an instrument in writing signed by the party to be charged
with  enforcement  thereof.


                [Balance of this page intentionally left blank.]

<PAGE>


     IN  WITNESS  WHEREOF,  the  parties  have  caused this Agreement to be duly
executed  by  their  respective officers thereunto duly authorized as of the day
and  year  first  above  written.
COMPANY:



FLEXXTECH  CORPORATION
By:
Name:
Title:
INVESTORS:

                                Name of Investor
By:
Name:
Title:

                                Name of Investor
By:
Name:
Title:

                                Name of Investor
By:
Name:
Title:

                                Name of Investor
By:
Name:
Title:

                                Name of Investor

<PAGE>

By:
Name:
Title:

                                Name of Investor
By:
Name:
Title:

                                Name of Investor
By:
Name:
Title:

                                Name of Investor
By:
Name:
Title:

                                Name of Investor
By:
Name:
Title:

                                Name of Investor
By:
Name:
Title:

                                Name of Investor


EXHIBIT G


                                    EXHIBIT G

                                LOCK-UP AGREEMENT
                                -----------------

This Lock-up Agreement (the "Agreement") is made AS OF October __, 2001, between
Flexxstech  Corporation,  a  Nevada  corporation  ("Company"),  Ardemis Freeland
("Shareholder")  and  Dutchess  Private  Equities  Fund,  L.P.  and David Wykoff
(Dutchess  Private  Equities  Fund,  L.P.  and  David  Wykoff being cumulatively
referred  to  as  the  "Investors").

                              W I T N E S S E T H:

     WHEREAS,  Shareholder  currently owns __________ shares of the Common Stock
of  Company  (the  "Shares");

     WHEREAS  Investors  are  considering  purchasing  $240,000  of  secured
convertible  debentures  from  the  Company  (the  "Debentures"),  pursuant to a
Securities  Purchase Agreement and related documents entered into by the Company
and  the  Investors;  and

     WHEREAS,  Company  and  Investors have requested that the Shareholder enter
into  an  Agreement  whereby  Shareholder agrees not to sell any of Shareholders
shares.

     NOW,  THEREFORE,  in  consideration  of  the  covenants and mutual promises
contained  herein  and  other  good  and valuable consideration, the receipt and
legal  sufficiency  of which are hereby acknowledged and intending to be legally
bound  hereby,  the  parties  agree  as  follows:

1.     Shareholder covenants and agrees that's its right to offer, pledge, sell,
contract  to  sell,  grant  any option for the sale of, or otherwise dispose of,
directly  or indirectly, any of the Shares in a private or public sale, shall be
suspended during the lock-up period ("Lock-up Period"). The Lock-up Period shall
be  defined  as the earlier of (a) the ninety (90) calendar day period following
the  date  the  registration  statement  covering  the  Debentures  is  declared
effective  ("Effective  Date")  or  (b)  the  ninety  (90)  calendar  day period
immediately  following  the  one  (1)  year  anniversary  of the issuance of the
Debentures.  Shareholder  covenants  and agrees that it shall not offer, pledge,
sell,  contract  to sell, grant any option for the sale of, or otherwise dispose
of, directly or indirectly, any of the Shares in a private or public sale during
the  Lock-up  Period.

2.     Shareholder  agrees  to the issuance of stop transfer instructions on the
Shares  and  Company  agrees  to  instruct  its  transfer  agent to place a stop
transfer order on the Shares during the Lock-up Period. Such stop transfer order
shall  not  be  required  during  any  period,  other  than  the Lock-up Period.

3.     The Company and Shareholder each agree that the Investors are third party
beneficiaries  to  this Agreement and are relying on the terms of this Agreement
in  making  their  investment  decision  to  purchase  the  Debentures.


4.     Shareholder  agrees  that  should  it decide to offer or pledge to, sell,
contract  to  sell,  grant  any option for the sale of, or otherwise dispose of,
directly or indirectly, any of the Shares in a private or public sale during any
period, other than the Lock-up Period, that it shall grant to Dutchess Advisors,
Ltd.  and May Davis Group, Inc. a right of first refusal to accept such offer or
pledge.

5.     This  Agreement  shall  only  be  effective  in  the  event the Investors
purchase  the  Debentures  on  or  before  October  26,  2001.

6.     In  the  event  of  any  breach  of  the  terms  of this Agreement by the
Shareholder  or the Company, and Investors shale file a lawsuit to enforce their
rights  under  this  Agreement,  Investors  shall be entitled to an award of any
costs,  expenses, reasonable attorneys' fees incurred in protecting or enforcing
their  rights  under  this Agreement.  In the interest of a speedy resolution of
any  lawsuit  which  may arise hereunder, the Company, Shareholder and Investors
waive a trial by jury in any action with respect to this Agreement and as to any
issues  arising  relating  to  this  Agreement.

7.     This  Agreement  constitutes  the  entire  agreement  between the parties
hereto  as to the subject matter hereof and may not be altered or amended except
by written agreement signed by all the parties hereto. This Agreement supersedes
all prior agreements and understandings among the parties hereto with respect to
the  subject  matter  hereof.

8.     If  any  provision of this Agreement shall be invalid or unenforceable in
any  jurisdiction,  such  invalidity  or  unenforceability  shall not affect the
validity or enforceability of the remainder of this Agreement or the validity or
enforceability  of  this  Agreement  in  any  other  jurisdiction.

9.     This  Agreement  may be signed in one or more counterparts, each of which
shall  be deemed an original.  A facsimile transmission of this signed Agreement
shall  be  legal  and  binding  on  all  parties  hereto.
                [Balance of this page intentionally left blank.]






     DUTCHESS  PRIVATE  EQUITIES  FUND,  L.P.
     BY  ITS  GENERAL  PARTNER  DUTCHESS
     CAPITAL  MANAGEMENT,  LLC


                         By:_______________________________________
                            Name:  Michael  A.  Novielli,  a  Managing  Member


                         DAVID  WYKOFF


                         By:_______________________________________
                               Name:  David  Wykoff


                         FLEXXTECH  CORPORATION

                          By:_______________________________________
                               Name:  Greg  Mardock,  its  President


                          SHAREHOLDER


                         By:
                               Name:  Ardemis  Freeland



                                    EXHIBIT G

                                LOCK-UP AGREEMENT
                                -----------------

This Lock-up Agreement (the "Agreement") is made AS OF October __, 2001, between
Flexxstech  Corporation,  a  Nevada  corporation  ("Company"),  John K. Freeland
Freeland  ("Shareholder")  and  Dutchess  Private  Equities Fund, L.P. and David
Wykoff (Dutchess Private Equities Fund, L.P. and David Wykoff being cumulatively
referred  to  as  the  "Investors").

                              W I T N E S S E T H:

     WHEREAS,  Shareholder  currently owns __________ shares of the Common Stock
of  Company  (the  "Shares");

     WHEREAS  Investors  are  considering  purchasing  $240,000  of  secured
convertible  debentures  from  the  Company  (the  "Debentures"),  pursuant to a
Securities  Purchase Agreement and related documents entered into by the Company
and  the  Investors;  and

     WHEREAS,  Company  and  Investors have requested that the Shareholder enter
into  an  Agreement  whereby  Shareholder agrees not to sell any of Shareholders
shares.

     NOW,  THEREFORE,  in  consideration  of  the  covenants and mutual promises
contained  herein  and  other  good  and valuable consideration, the receipt and
legal  sufficiency  of which are hereby acknowledged and intending to be legally
bound  hereby,  the  parties  agree  as  follows:

1.     Shareholder covenants and agrees that's its right to offer, pledge, sell,
contract  to  sell,  grant  any option for the sale of, or otherwise dispose of,
directly  or indirectly, any of the Shares in a private or public sale, shall be
suspended during the lock-up period ("Lock-up Period"). The Lock-up Period shall
be  defined  as the earlier of (a) the ninety (90) calendar day period following
the  date  the  registration  statement  covering  the  Debentures  is  declared
effective  ("Effective  Date")  or  (b)  the  ninety  (90)  calendar  day period
immediately  following  the  one  (1)  year  anniversary  of the issuance of the
Debentures.  Shareholder  covenants  and agrees that it shall not offer, pledge,
sell,  contract  to sell, grant any option for the sale of, or otherwise dispose
of, directly or indirectly, any of the Shares in a private or public sale during
the  Lock-up  Period.

2.     Shareholder  agrees  to the issuance of stop transfer instructions on the
Shares  and  Company  agrees  to  instruct  its  transfer  agent to place a stop
transfer order on the Shares during the Lock-up Period. Such stop transfer order
shall  not  be  required  during  any  period,  other  than  the Lock-up Period.

3.     The Company and Shareholder each agree that the Investors are third party
beneficiaries  to  this Agreement and are relying on the terms of this Agreement
in  making  their  investment  decision  to  purchase  the  Debentures.


4.     Shareholder  agrees  that  should  it decide to offer or pledge to, sell,
contract  to  sell,  grant  any option for the sale of, or otherwise dispose of,
directly or indirectly, any of the Shares in a private or public sale during any
period, other than the Lock-up Period, that it shall grant to Dutchess Advisors,
Ltd.  and May Davis Group, Inc. a right of first refusal to accept such offer or
pledge.

5.     This  Agreement  shall  only  be  effective  in  the  event the Investors
purchase  the  Debentures  on  or  before  October  26,  2001.

6.     In  the  event  of  any  breach  of  the  terms  of this Agreement by the
Shareholder  or the Company, and Investors shale file a lawsuit to enforce their
rights  under  this  Agreement,  Investors  shall be entitled to an award of any
costs,  expenses, reasonable attorneys' fees incurred in protecting or enforcing
their  rights  under  this Agreement.  In the interest of a speedy resolution of
any  lawsuit  which  may arise hereunder, the Company, Shareholder and Investors
waive a trial by jury in any action with respect to this Agreement and as to any
issues  arising  relating  to  this  Agreement.

7.     This  Agreement  constitutes  the  entire  agreement  between the parties
hereto  as to the subject matter hereof and may not be altered or amended except
by written agreement signed by all the parties hereto. This Agreement supersedes
all prior agreements and understandings among the parties hereto with respect to
the  subject  matter  hereof.

8.     If  any  provision of this Agreement shall be invalid or unenforceable in
any  jurisdiction,  such  invalidity  or  unenforceability  shall not affect the
validity or enforceability of the remainder of this Agreement or the validity or
enforceability  of  this  Agreement  in  any  other  jurisdiction.

9.     This  Agreement  may be signed in one or more counterparts, each of which
shall  be deemed an original.  A facsimile transmission of this signed Agreement
shall  be  legal  and  binding  on  all  parties  hereto.
                [Balance of this page intentionally left blank.]





     DUTCHESS  PRIVATE  EQUITIES  FUND,  L.P.
     BY  ITS  GENERAL  PARTNER  DUTCHESS
     CAPITAL  MANAGEMENT,  LLC


                         By:_______________________________________
                            Name:  Michael  A.  Novielli,  a  Managing  Member


                         DAVID  WYKOFF


                         By:_______________________________________
                               Name:  David  Wykoff


                         FLEXXTECH  CORPORATION

                        By:_______________________________________
                               Name:  Greg  Mardock,  its  President


                          SHAREHOLDER


                         By:
                               Name:  John  K.  Freeland