EXHIBIT 10.6


                          SECURITIES PURCHASE AGREEMENT

     SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of May 15, 2002,
by  and  among  Torbay Holdings, Inc., a Delaware corporation, with headquarters
located at 4 Mulford Place, Suite 2G, Hempstead, New York 11550 (the "COMPANY"),
and  each  of  the  purchasers  set  forth  on  the  signature pages hereto (the
"BUYERS").

     WHEREAS:

          A.  The  Company  and  the  Buyers  are  executing and delivering this
     Agreement  in  reliance  upon  the  exemption  from securities registration
     afforded  by  the rules and regulations as promulgated by the United States
     Securities  and Exchange Commission (the "SEC") under the Securities Act of
     1933,  as  amended  (the  "1933  ACT");

          B.  Buyers  desire  to  purchase  and the Company desires to issue and
     sell,  upon  the  terms  and conditions set forth in this Agreement (i) 12%
     convertible  debentures  of  the  Company,  in  the form attached hereto as
     EXHIBIT  "A",  in  the  aggregate principal amount of Five Hundred Thousand
     Dollars  ($500,000)  (together  with any debenture(s) issued in replacement
     thereof  or  as  a  dividend  thereon  or otherwise with respect thereto in
     accordance  with  the  terms  thereof,  the "DEBENTURES"), convertible into
     shares  of  common  stock,  par value $.0001 per share, of the Company (the
     "COMMON  STOCK"),  upon  the  terms  and  subject  to  the  limitations and
     conditions  set  forth  in  such  Debentures and (ii) warrants, in the form
     attached  hereto  as  EXHIBIT  "B",  to  purchase  One Million Five Hundred
     Thousand  (1,500,000)  shares  of  Common  Stock  (the  "WARRANTS");

          C. Each Buyer wishes to purchase, upon the terms and conditions stated
     in  this  Agreement,  such  principal  amount  of  Debentures and number of
     Warrants  as is set forth immediately below its name on the signature pages
     hereto;  and

          D.  Contemporaneous with the execution and delivery of this Agreement,
     the  parties  hereto  are  executing  and  delivering a Registration Rights
     Agreement,  in  the  form attached hereto as EXHIBIT "C" (the "REGISTRATION
     RIGHTS  AGREEMENT"),  pursuant  to  which the Company has agreed to provide
     certain  registration  rights  under  the  1933  Act  and  the  rules  and
     regulations  promulgated  thereunder, and applicable state securities laws.

     NOW  THEREFORE,  the  Company  and  each  of  the Buyers severally (and not
jointly)  hereby  agree  as  follows:

     1.  PURCHASE  AND  SALE  OF  DEBENTURES  AND  WARRANTS.

               A.  PURCHASE  OF DEBENTURES AND WARRANTS. On the Closing Date (as
          defined  below),  the  Company  shall issue and sell to each Buyer and
          each  Buyer  severally  agrees  to  purchase  from  the  Company  such
          principal  amount of Debentures and number of Warrants as is set forth
          immediately  below  such  Buyer's  name on the signature pages hereto.
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               B.  FORM  OF PAYMENT. On the Closing Date (as defined below), (i)
          each  Buyer  shall  pay  the purchase price for the Debentures and the
          Warrants to be issued and sold to it at the Closing (as defined below)
          (the "PURCHASE PRICE") by wire transfer of immediately available funds
          to  the  Company,  in  accordance  with  the  Company's written wiring
          instructions,  against  delivery  of  the  Debentures in the principal
          amount  equal  to  the Purchase Price and the number of Warrants as is
          set  forth  immediately below such Buyer's name on the signature pages
          hereto,  and  (ii)  the  Company  shall  deliver  such  Debentures and
          Warrants  duly  executed  on  behalf  of  the  Company, to such Buyer,
          against  delivery  of  such  Purchase  Price.

               C.  CLOSING DATE. Subject to the satisfaction (or written waiver)
          of  the conditions thereto set forth in Section 6 and Section 7 below,
          the  date  and time of the issuance and sale of the Debentures and the
          Warrants  pursuant  to  this  Agreement  (the "CLOSING DATE") shall be
          12:00  noon,  Eastern  Standard  Time  on  May  15, 2002 or such other
          mutually  agreed  upon  time.  The  closing  of  the  transactions
          contemplated  by  this  Agreement  (the  "CLOSING") shall occur on the
          Closing  Date  at  such  location  as may be agreed to by the parties.

     2.  BUYERS'  REPRESENTATIONS  AND WARRANTIES. Each Buyer severally (and not
jointly)  represents  and  warrants to the Company solely as to such Buyer that:

               A.  INVESTMENT  PURPOSE.  As  of  the  date  hereof, the Buyer is
          purchasing the Debentures and the shares of Common
          Stock  issuable  upon  conversion  of  or  otherwise  pursuant  to the
          Debentures  (including,  without limitation, such additional shares of
          Common  Stock,  if  any, as are issuable (i) on account of interest on
          the  Debentures,  (ii) as a result of the events described in Sections
          1.3  and 1.4(g) of the Debentures and Section 2(c) of the Registration
          Rights  Agreement  or  (iii)  in  payment  of  the Standard Liquidated
          Damages  Amount  (as  defined  in Section 2(f) below) pursuant to this
          Agreement,  such shares of Common Stock being collectively referred to
          herein  as the "CONVERSION SHARES") and the Warrants and the shares of
          Common Stock issuable upon exercise thereof (the "WARRANT SHARES" and,
          collectively  with the Debentures, Warrants and Conversion Shares, the
          "SECURITIES")  for its own account and not with a present view towards
          the  public  sale  or  distribution  thereof, except pursuant to sales
          registered or exempted from registration under the 1933 Act; provided,
          however, that by making the representations herein, the Buyer does not
          agree  to hold any of the Securities for any minimum or other specific
          term  and  reserves the right to dispose of the Securities at any time
          in  accordance  with  or  pursuant  to  a registration statement or an
          exemption  under  the  1933  Act.

               B.  ACCREDITED  INVESTOR  STATUS.  The  Buyer  is  an "accredited
          investor"  as  that term is defined in Rule 501(a) of Regulation D (an
          "ACCREDITED  INVESTOR").

               C.  RELIANCE  ON  EXEMPTIONS.  The  Buyer  understands  that  the
          Securities  are being offered and sold to it in reliance upon 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 Buyer set forth herein in order to determine the
          availability  of  such  exemptions and the eligibility of the Buyer to
          acquire  the  Securities.
<PAGE>
               D.  INFORMATION.  The  Buyer and its advisors, if any, have been,
          and for so long as the Debentures and Warrants remain outstanding will
          continue to be, furnished with all materials relating to the business,
          finances  and  operations of the Company and materials relating to the
          offer  and  sale  of  the  Securities which have been requested by the
          Buyer  or its advisors. The Buyer and its advisors, if any, have been,
          and for so long as the Debentures and Warrants remain outstanding will
          continue  to  be,  afforded  the  opportunity  to ask questions of the
          Company.  Notwithstanding the foregoing, the Company has not disclosed
          to  the Buyer any material nonpublic information and will not disclose
          such  information  unless  such information is disclosed to the public
          prior  to  or promptly following such disclosure to the Buyer. Neither
          such  inquiries nor any other due diligence investigation conducted by
          Buyer or any of its advisors or representatives shall modify, amend or
          affect  Buyer's  right  to  rely  on the Company's representations and
          warranties  contained  in  Section 3 below. The Buyer understands that
          its  investment  in  the  Securities  involves a significant degree of
          risk.

               E.  GOVERNMENTAL  REVIEW.  The  Buyer  understands that no United
          States federal or state agency or any other government or governmental
          agency  has  passed  upon or made any recommendation or endorsement of
          the  Securities.

               F.  TRANSFER OR RE-SALE. The Buyer understands that (i) except as
          provided  in the Registration Rights Agreement, the sale or re-sale of
          the Securities has not been and is not being registered under the 1933
          Act  or  any  applicable state securities laws, and the Securities may
          not  be  transferred unless (a) the Securities are sold pursuant to an
          effective  registration  statement  under  the 1933 Act, (b) the Buyer
          shall  have  delivered to the Company an opinion of counsel that shall
          be  in  form, substance and scope customary for opinions of counsel in
          comparable  transactions  to the effect that the Securities to be sold
          or  transferred  may  be  sold or transferred pursuant to an exemption
          from  such  registration,  which  opinion  shall  be  accepted  by the
          Company,  (c) the Securities are sold or transferred to an "affiliate"
          (as defined in Rule 144 promulgated under the 1933 Act (or a successor
          rule)  ("RULE  144"))  of  the  Buyer  who agrees to sell or otherwise
          transfer  the Securities only in accordance with this Section 2(f) and
          who is an Accredited Investor, (d) the Securities are sold pursuant to
          Rule  144,  or  (e)  the  Securities are sold pursuant to Regulation S
          under  the  1933  Act  (or a successor rule) ("REGULATION S"), and the
          Buyer  shall  have delivered to the Company an opinion of counsel that
          shall  be  in  form,  substance  and  scope  customary for opinions of
          counsel  in corporate transactions, which opinion shall be accepted by
          the Company; (ii) any sale of such Securities made in reliance on Rule
          144  may  be  made  only in accordance with the terms of said Rule and
          further,  if  said  Rule  is  not  applicable,  any  re-sale  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 defined in the 1933 Act) may require compliance with some
          other exemption under the 1933 Act or the rules and regulations of the
          SEC  thereunder; and (iii) neither the Company nor any other person is
          under any obligation to register such Securities under the 1933 Act or
          any  state  securities laws or to comply with the terms and conditions
          of  any exemption thereunder (in each case, other than pursuant to the
          Registration  Rights  Agreement).  Notwithstanding  the  foregoing  or
          anything  else contained herein to the contrary, the Securities may be
          pledged as collateral in connection with a bona fide margin account or
          other  lending  arrangement.  In  the  event that the Company does not
          accept  the  opinion  of counsel provided by the Buyer with respect to
          the transfer of Securities pursuant to an exemption from registration,
          such  as  Rule  144 or Regulation S, within three (3)
<PAGE>
          business  days  of delivery of the opinion to the Company, the Company
          shall pay to the Buyer liquidated damages of three percent (3%) of the
          outstanding amount of the Debentures per month plus accrued and unpaid
          interest  on  the  Debentures, prorated for partial months, in cash or
          shares  at  the  option  of  the  Buyer  ("STANDARD LIQUIDATED DAMAGES
          AMOUNT").  If  the  Buyer  elects  to  be paid the Standard Liquidated
          Damages  Amount in shares of Common Stock, such shares shall be issued
          at  the  Conversion  Price  at  the  time  of  payment.

               G.  LEGENDS.  The  Buyer  understands that the Debentures and the
          Warrants  and,  until  such  time as the Conversion Shares and Warrant
          Shares  have been registered under the 1933 Act as contemplated by the
          Registration  Rights  Agreement  or  otherwise may be sold pursuant to
          Rule  144  or Regulation S without any restriction as to the number of
          securities  as of a particular date that can then be immediately sold,
          the Conversion Shares and Warrant Shares may bear a restrictive legend
          in  substantially the following form (and a stop-transfer order may be
          placed against transfer of the certificates for such Securities): "The
          securities  represented  by  this certificate have not been registered
          under  the  Securities Act of 1933, as amended. The securities may not
          be  sold,  transferred  or  assigned  in  the  absence of an effective
          registration  statement  for  the  securities  under  said  Act, or an
          opinion  of  counsel,  in  form,  substance  and  scope  customary for
          opinions  of  counsel in comparable transactions, that registration is
          not  required  under  said  Act or unless sold pursuant to Rule 144 or
          Regulation  S  under  said  Act."  The legend set forth above shall be
          removed  and the Company shall issue a certificate without such legend
          to  the  holder  of  any Security upon which it is stamped, if, unless
          otherwise  required  by  applicable  state  securities  laws, (a) such
          Security  is  registered  for  sale  under  an  effective registration
          statement  filed  under the 1933 Act or otherwise may be sold pursuant
          to  Rule  144 or Regulation S without any restriction as to the number
          of  securities  as  of  a particular date that can then be immediately
          sold,  or  (b)  such  holder  provides  the Company with an opinion of
          counsel,  in  form,  substance  and  scope  customary  for opinions of
          counsel  in  comparable transactions, to the effect that a public sale
          or  transfer  of  such Security may be made without registration under
          the  1933  Act, which opinion shall be accepted by the Company so that
          the  sale  or  transfer  is  effected  or (c) such holder provides the
          Company  with  reasonable  assurances  that  such Security can be sold
          pursuant  to  Rule  144  or Regulation S. The Buyer agrees to sell all
          Securities, including those represented by a certificate(s) from which
          the  legend has been removed, in compliance with applicable prospectus
          delivery  requirements,  if  any.

               H.  AUTHORIZATION;  ENFORCEMENT.  This  Agreement  and  the
          Registration  Rights  Agreement have been duly and validly authorized.
          This  Agreement  has been duly executed and delivered on behalf of the
          Buyer, and this Agreement constitutes, and upon execution and delivery
          by the Buyer of the Registration Rights Agreement, such agreement will
          constitute,  valid  and binding agreements of the Buyer enforceable in
          accordance  with  their  terms.

               I.  RESIDENCY.  The  Buyer  is a resident of the jurisdiction set
          forth  immediately  below  such  Buyer's  name  on the signature pages
          hereto.
<PAGE>
     3.  REPRESENTATIONS  AND  WARRANTIES OF THE COMPANY. The Company represents
and  warrants  to  each  Buyer  that:

               A.  ORGANIZATION  AND  QUALIFICATION. The Company and each of its
          Subsidiaries  (as  defined  below),  if  any,  is  a  corporation duly
          organized, validly existing and in good standing under the laws of the
          jurisdiction  in  which  it  is  incorporated,  with  full  power  and
          authority  (corporate  and  other)  to own, lease, use and operate its
          properties  and  to  carry  on  its  business  as and where now owned,
          leased,  used, operated and conducted. SCHEDULE 3(A) sets forth a list
          of  all  of  the  Subsidiaries  of the Company and the jurisdiction in
          which  each  is incorporated. The Company and each of its Subsidiaries
          is  duly  qualified  as a foreign corporation to do business and is in
          good  standing  in every jurisdiction in which its ownership or use of
          property  or  the  nature  of  the business conducted by it makes such
          qualification necessary except where the failure to be so qualified or
          in  good  standing would not have a Material Adverse Effect. "MATERIAL
          ADVERSE  EFFECT"  means  any  material adverse effect on the business,
          operations, assets, financial condition or prospects of the Company or
          its  Subsidiaries,  if  any,  taken as a whole, or on the transactions
          contemplated  hereby or by the agreements or instruments to be entered
          into  in  connection herewith. "SUBSIDIARIES" means any corporation or
          other  organization,  whether incorporated or unincorporated, in which
          the  Company  owns,  directly  or  indirectly,  any  equity  or  other
          ownership  interest.

               B.  AUTHORIZATION; ENFORCEMENT. (i) The Company has all requisite
          corporate  power  and  authority  to  enter  into  and  perform  this
          Agreement,  the  Registration Rights Agreement, the Debentures and the
          Warrants  and  to  consummate the transactions contemplated hereby and
          thereby  and  to  issue  the  Securities, in accordance with the terms
          hereof and thereof, (ii) the execution and delivery of this Agreement,
          the  Registration Rights Agreement, the Debentures and the Warrants by
          the  Company  and  the  consummation  by  it  of  the  transactions
          contemplated  hereby  and  thereby  (including without limitation, the
          issuance  of  the  Debentures  and  the  Warrants and the issuance and
          reservation  for  issuance of the Conversion Shares and Warrant Shares
          issuable  upon  conversion  or  exercise  thereof)  have  been  duly
          authorized  by the Company's Board of Directors and no further consent
          or  authorization  of  the  Company,  its  Board  of Directors, or its
          stockholders  is required, (iii) this Agreement has been duly executed
          and  delivered  by  the  Company by its authorized representative, and
          such authorized representative is the true and official representative
          with authority to sign this Agreement and the other documents executed
          in connection herewith and bind the Company accordingly, and (iv) this
          Agreement  constitutes, and upon execution and delivery by the Company
          of the Registration Rights Agreement, the Debentures and the Warrants,
          each  of  such instruments will constitute, a legal, valid and binding
          obligation  of  the  Company  enforceable  against  the  Company  in
          accordance  with  its  terms.

               C.  CAPITALIZATION. As of the date hereof, the authorized capital
          stock  of  the  Company  consists  of (i) 100,000,000 shares of Common
          Stock,  of  which  16,461,000  shares  are  issued and outstanding and
          1,963,729  shares  have  been authorized for issuance by the Company's
          Board  of  Directors in connection with prior transactions and will be
          issued  by the Company after the date hereof and 28,000,000 shares are
          reserved  for  issuance  upon  conversion  of  the  Debentures and the
          Additional Debentures (as defined in Section 4(l)) and exercise of the
          Warrants  and  the  Additional  Warrants  (as defined in Section 4(l))
          (subject to adjustment pursuant to the Company's covenant set forth in
          Section  4(h)  below);  and (ii) 20,000,000 shares
<PAGE>
          of  preferred  stock,  $.0001  par  value, of which 420,000 shares are
          issued  and  outstanding, which convert 1:10 into Common Stock and the
          Company  has  reserved  4,200,000  shares of Common Stock for issuance
          upon  such conversion. All of such outstanding shares of capital stock
          are,  or upon issuance will be, duly authorized, validly issued, fully
          paid  and nonassessable. No shares of capital stock of the Company are
          subject  to  preemptive  rights  or  any  other  similar rights of the
          stockholders  of  the  Company  or  any  liens or encumbrances imposed
          through  the  actions  or  failure  to  act  of the Company. Except as
          disclosed  in  SCHEDULE  3(C),  as  of  the  effective  date  of  this
          Agreement,  (i)  there  are  no  outstanding options, warrants, scrip,
          rights  to  subscribe  for,  puts,  calls,  rights  of  first refusal,
          agreements,  understandings,  claims or other commitments or rights of
          any  character  whatsoever  relating  to,  or  securities  or  rights
          convertible  into  or  exchangeable for any shares of capital stock of
          the  Company  or any of its Subsidiaries, or arrangements by which the
          Company  or  any  of  its Subsidiaries is or may become bound to issue
          additional  shares  of  capital  stock  of  the  Company or any of its
          Subsidiaries, (ii) there are no agreements or arrangements under which
          the  Company  or  any of its Subsidiaries is obligated to register the
          sale  of any of its or their securities under the 1933 Act (except the
          Registration Rights Agreement) and (iii) there are no anti-dilution or
          price  adjustment  provisions  contained in any security issued by the
          Company  (or  in  any  agreement providing rights to security holders)
          that  will  be  triggered  by  the  issuance  of  the  Debentures, the
          Warrants,  the  Conversion  Shares  or Warrant Shares. The Company has
          furnished  to  the  Buyer  true  and  correct  copies of the Company's
          Certificate  of  Incorporation  as  in  effect  on  the  date  hereof
          ("CERTIFICATE  OF INCORPORATION"), the Company's By-laws, as in effect
          on  the  date  hereof (the "BY-LAWS"), and the terms of all securities
          convertible  into  or  exercisable for Common Stock of the Company and
          the  material  rights  of  the holders thereof in respect thereto. The
          Company  shall  provide  the  Buyer  with  a  written  update  of this
          representation  signed  by  the  Company's  Chief  Executive  or Chief
          Financial  Officer  on  behalf  of the Company as of the Closing Date.

               D.  ISSUANCE  OF SHARES. The Conversion Shares and Warrant Shares
          are  duly authorized and reserved for issuance and, upon conversion of
          the  Debentures  and exercise of the Warrants in accordance with their
          respective  terms,  will  be  validly  issued,  fully  paid  and
          non-assessable,  and  free  from  all  taxes,  liens,  claims  and
          encumbrances  with  respect  to  the  issue  thereof  and shall not be
          subject  to  preemptive rights or other similar rights of stockholders
          of  the Company and will not impose personal liability upon the holder
          thereof.

               E.  ACKNOWLEDGMENT  OF  DILUTION.  The  Company  understands  and
          acknowledges  the potentially dilutive effect to the Common Stock upon
          the  issuance  of  the  Conversion  Shares  and  Warrant  Shares  upon
          conversion  of  the Debenture or exercise of the Warrants. The Company
          further  acknowledges  that  its obligation to issue Conversion Shares
          and  Warrant  Shares  upon conversion of the Debentures or exercise of
          the Warrants in accordance with this Agreement, the Debentures and the
          Warrants  is  absolute  and  unconditional  regardless of the dilutive
          effect that such issuance may have on the ownership interests of other
          stockholders  of  the  Company.

               F.  NO CONFLICTS. The execution, delivery and performance of this
          Agreement,  the  Registration Rights Agreement, the Debentures and the
          Warrants  by  the  Company  and the consummation by the Company of the
          transactions  contemplated  hereby  and  thereby  (including,  without
          limitation,  the  issuance  and  reservation  for  issuance  of  the
          Conversion  Shares  and  Warrant Shares) will not (i) conflict with or
          result  in  a  violation  of  any
<PAGE>
          provision  of  the  Certificate  of  Incorporation  or By-laws or (ii)
          violate  or  conflict with, or result in a breach of any provision of,
          or  constitute  a  default  (or an event which with notice or lapse of
          time  or  both  could  become  a default) under, or give to others any
          rights of termination, amendment, acceleration or cancellation of, any
          agreement,  indenture,  patent,  patent license or instrument to which
          the  Company or any of its Subsidiaries is a party, or (iii) result in
          a  violation  of  any law, rule, regulation, order, judgment or decree
          (including  federal  and  state  securities  laws  and regulations and
          regulations  of any self-regulatory organizations to which the Company
          or its securities are subject) applicable to the Company or any of its
          Subsidiaries  or  by which any property or asset of the Company or any
          of  its  Subsidiaries is bound or affected (except for such conflicts,
          defaults,  terminations,  amendments, accelerations, cancellations and
          violations  as  would  not,  individually  or in the aggregate, have a
          Material  Adverse  Effect).  Neither  the  Company  nor  any  of  its
          Subsidiaries  is  in  violation  of  its Certificate of Incorporation,
          By-laws  or other organizational documents and neither the Company nor
          any of its Subsidiaries is in default (and no event has occurred which
          with  notice  or lapse of time or both could put the Company or any of
          its Subsidiaries in default) under, and neither the Company nor any of
          its  Subsidiaries  has  taken  any action or failed to take any action
          that  would  give  to  others  any  rights  of termination, amendment,
          acceleration  or  cancellation  of,  any  agreement,  indenture  or
          instrument  to which the Company or any of its Subsidiaries is a party
          or  by  which  any  property  or  assets  of the Company or any of its
          Subsidiaries  is  bound  or  affected, except for possible defaults as
          would  not,  individually or in the aggregate, have a Material Adverse
          Effect.  The  businesses  of the Company and its Subsidiaries, if any,
          are not being conducted, and shall not be conducted so long as a Buyer
          owns  any  of  the  Securities,  in violation of any law, ordinance or
          regulation  of  any  governmental  entity.  Except  as  specifically
          contemplated  by this Agreement and as required under the 1933 Act and
          any  applicable  state securities laws, the Company is not required to
          obtain  any  consent, authorization or order of, or make any filing or
          registration  with, any court, governmental agency, regulatory agency,
          self-regulatory  organization  or  stock  market or any third party in
          order  for  it  to  execute, deliver or perform any of its obligations
          under  this  Agreement,  the  Registration  Rights  Agreement,  the
          Debentures  or  the  Warrants  in  accordance with the terms hereof or
          thereof or to issue and sell the Debentures and Warrants in accordance
          with  the  terms  hereof  and  to  issue  the  Conversion  Shares upon
          conversion  of  the Debentures and the Warrant Shares upon exercise of
          the  Warrants.  Except  as  disclosed  in SCHEDULE 3(F), all consents,
          authorizations, orders, filings and registrations which the Company is
          required  to  obtain  pursuant  to  the  preceding  sentence have been
          obtained  or  effected  on or prior to the date hereof. The Company is
          not  in  violation of the listing requirements of the Over-the-Counter
          Bulletin  Board  (the "OTCBB") and does not reasonably anticipate that
          the  Common  Stock  will  be  delisted by the OTCBB in the foreseeable
          future.  The  Company and its Subsidiaries are unaware of any facts or
          circumstances  which  might  give  rise  to  any  of  the  foregoing.

               G.  SEC  DOCUMENTS;  FINANCIAL STATEMENTS. Except as disclosed in
          SCHEDULE  3(G),  the  Company has timely filed all reports, schedules,
          forms,  statements and other documents required to be filed by it with
          the  SEC  pursuant  to  the  reporting  requirements of the Securities
          Exchange  Act  of  1934,  as  amended  (the  "1934  ACT")  (all of the
          foregoing  filed  prior  to  the date hereof and all exhibits included
          therein  and  financial statements and schedules thereto and documents
          (other  than  exhibits  to  such  documents) incorporated by reference
          therein, being hereinafter referred to herein as the "SEC DOCUMENTS").
          The  Company  has  delivered to each Buyer true and complete copies of
          the  SEC  Documents,  except  for  such  exhibits  and
<PAGE>
          incorporated  documents.  As  of  their  respective  dates,  the  SEC
          Documents  complied  in all material respects with the requirements of
          the  1934  Act  and  the  rules and regulations of the SEC promulgated
          thereunder  applicable  to  the  SEC  Documents,  and  none of the SEC
          Documents,  at  the  time  they were filed with the SEC, contained any
          untrue  statement  of  a  material fact or omitted to state a material
          fact  required  to be stated therein or necessary in order to make the
          statements  therein,  in  light  of the circumstances under which they
          were made, not misleading. None of the statements made in any such SEC
          Documents  is,  or  has  been, required to be amended or updated under
          applicable  law  (except  for  such statements as have been amended or
          updated  in  subsequent  filings  prior  the date hereof). As of their
          respective  dates, the financial statements of the Company included in
          the  SEC  Documents  complied as to form in all material respects with
          applicable  accounting  requirements  and  the  published  rules  and
          regulations of the SEC with respect thereto. Such financial statements
          have been prepared in accordance with United States generally accepted
          accounting  principles,  consistently  applied,  during  the  periods
          involved  (except  (i) as may be otherwise indicated in such financial
          statements  or  the  notes  thereto,  or (ii) in the case of unaudited
          interim  statements,  to  the extent they may not include footnotes or
          may  be  condensed  or  summary  statements) and fairly present in all
          material  respects  the consolidated financial position of the Company
          and  its  consolidated  Subsidiaries  as  of the dates thereof and the
          consolidated  results  of  their  operations  and  cash  flows for the
          periods  then  ended (subject, in the case of unaudited statements, to
          normal  year-end  audit  adjustments).  Except  as  set  forth  in the
          financial statements of the Company included in the SEC Documents, the
          Company  has  no  liabilities, contingent or otherwise, other than (i)
          liabilities  incurred in the ordinary course of business subsequent to
          December 31, 2001 and (ii) obligations under contracts and commitments
          incurred  in  the  ordinary  course of business and not required under
          generally  accepted  accounting  principles  to  be  reflected in such
          financial statements, which, individually or in the aggregate, are not
          material  to  the  financial  condition  or  operating  results of the
          Company.

               H. ABSENCE OF CERTAIN CHANGES. Since December 31, 2001, there has
          been no material adverse change and no material adverse development in
          the  assets,  liabilities, business, properties, operations, financial
          condition, results of operations or prospects of the Company or any of
          its  Subsidiaries.

               I.  ABSENCE  OF  LITIGATION.  There  is  no  action, suit, claim,
          proceeding,  inquiry  or  investigation before or by any court, public
          board, government agency, self-regulatory organization or body pending
          or,  to  the  knowledge  of  the  Company  or any of its Subsidiaries,
          threatened  against  or  affecting  the  Company  or  any  of  its
          Subsidiaries,  or  their  officers  or  directors in their capacity as
          such,  that  could  have  a  Material  Adverse  Effect.  SCHEDULE 3(I)
          contains  a  complete  list  and summary description of any pending or
          threatened  proceeding  against or affecting the Company or any of its
          Subsidiaries,  without  regard  to  whether  it  would have a Material
          Adverse  Effect.  The  Company and its Subsidiaries are unaware of any
          facts  or circumstances which might give rise to any of the foregoing.

               J.  PATENTS,  COPYRIGHTS,  ETC.

                    (I)  The  Company  and  each  of  its  Subsidiaries  owns or
               possesses  the  requisite  licenses or rights to use all patents,
               patent  applications,  patent rights, inventions, know-how, trade
               secrets,  trademarks,  trademark  applications,  service  marks,
               service
<PAGE>
               names,  trade  names  and  copyrights  ("INTELLECTUAL  PROPERTY")
               necessary  to  enable  it to conduct its business as now operated
               (and, except as set forth in SCHEDULE 3(J) hereof, to the best of
               the Company's knowledge, as presently contemplated to be operated
               in  the  future);  there  is  no  claim  or  action by any person
               pertaining  to,  or  proceeding  pending,  or  to  the  Company's
               knowledge  threatened,  which challenges the right of the Company
               or  of  a  Subsidiary  with  respect to any Intellectual Property
               necessary  to  enable  it to conduct its business as now operated
               (and, except as set forth in SCHEDULE 3(J) hereof, to the best of
               the Company's knowledge, as presently contemplated to be operated
               in  the  future);  to  the  best  of the Company's knowledge, the
               Company's  or  its  Subsidiaries'  current and intended products,
               services  and  processes  do  not  infringe  on  any Intellectual
               Property  or  other rights held by any person; and the Company is
               unaware  of  any  facts or circumstances which might give rise to
               any  of  the  foregoing. The Company and each of its Subsidiaries
               have  taken  reasonable security measures to protect the secrecy,
               confidentiality  and  value  of  their  Intellectual  Property.

                    (II)  All  of  the  Company's computer software and computer
               hardware,  and  other  similar  or  related  items  of automated,
               computerized  or  software  systems that are used or relied on by
               the  Company  in  the  conduct  of  its business or that were, or
               currently are being, sold or licensed by the Company to customers
               (collectively,  "INFORMATION  TECHNOLOGY"),  are  Year  2000
               Compliant.  For  purposes  of this Agreement, the term "YEAR 2000
               COMPLIANT"  means,  with  respect  to  the  Company's Information
               Technology,  that  the  Information  Technology is designed to be
               used  prior  to, during and after the calendar Year 2000, and the
               Information  Technology  used  during  each such time period will
               accurately  receive,  provide  and  process  date  and  time data
               (including,  but  not  limited  to,  calculating,  comparing  and
               sequencing)  from,  into and between the 20th and 21st centuries,
               including  the  years  1999 and 2000, and leap-year calculations,
               and  will  not malfunction, cease to function, or provide invalid
               or incorrect results as a result of the date or time data, to the
               extent  that  other  information  technology, used in combination
               with the Information Technology, properly exchanges date and time
               data  with  it.  The Company has delivered to the Buyers true and
               correct  copies  of  all  analyses,  reports, studies and similar
               written  information,  whether prepared by the Company or another
               party,  relating  to  whether  the Information Technology is Year
               2000  Compliant,  if  any.

               K.  NO MATERIALLY ADVERSE CONTRACTS, ETC. Neither the Company nor
          any  of its Subsidiaries is subject to any charter, corporate or other
          legal  restriction, or any judgment, decree, order, rule or regulation
          which  in the judgment of the Company's officers has or is expected in
          the  future to have a Material Adverse Effect. Neither the Company nor
          any  of its Subsidiaries is a party to any contract or agreement which
          in the judgment of the Company's officers has or is expected to have a
          Material  Adverse  Effect.

               L.  TAX STATUS. Except as set forth on SCHEDULE 3(L), the Company
          and  each of its Subsidiaries has made or filed all federal, state and
          foreign  income  and  all  other tax returns, reports and declarations
          required  by  any jurisdiction to which it is subject (unless and only
          to  the  extent  that the Company and each of its Subsidiaries has set
          aside  on  its books provisions reasonably adequate for the payment of
          all  unpaid  and  unreported  taxes)  and has paid all taxes and other
          governmental  assessments  and  charges  that  are material in amount,
          shown  or  determined  to  be  due  on  such  returns,  reports  and
          declarations,  except  those being contested in good faith and has set
          aside  on  its books provisions reasonably adequate for the payment of
          all taxes for periods subsequent to the periods to which such returns,
          reports  or  declarations  apply.
<PAGE>
          There  are no unpaid taxes in any material amount claimed to be due by
          the  taxing  authority  of  any  jurisdiction, and the officers of the
          Company  know  of  no  basis  for  any such claim. The Company has not
          executed  a waiver with respect to the statute of limitations relating
          to  the  assessment  or  collection  of any foreign, federal, state or
          local tax. Except as set forth on SCHEDULE 3(L), none of the Company's
          tax  returns  is  presently  being  audited  by  any taxing authority.

               M. CERTAIN TRANSACTIONS. Except as set forth on SCHEDULE 3(M) and
          except  for arm's length transactions pursuant to which the Company or
          any  of  its  Subsidiaries  makes  payments  in the ordinary course of
          business  upon  terms no less favorable than the Company or any of its
          Subsidiaries  could obtain from third parties and other than the grant
          of  stock  options  disclosed  on SCHEDULE 3(C), none of the officers,
          directors,  or  employees  of  the Company is presently a party to any
          transaction  with  the  Company or any of its Subsidiaries (other than
          for  services  as  employees,  officers  and directors), including any
          contract,  agreement or other arrangement providing for the furnishing
          of  services  to  or  by,  providing  for  rental  of real or personal
          property  to  or  from, or otherwise requiring payments to or from any
          officer,  director  or  such  employee  or,  to  the  knowledge of the
          Company,  any corporation, partnership, trust or other entity in which
          any officer, director, or any such employee has a substantial interest
          or  is  an  officer,  director,  trustee  or  partner.

               N.  DISCLOSURE.  All  information  relating  to or concerning the
          Company  or  any  of  its Subsidiaries set forth in this Agreement and
          provided  to  the Buyers pursuant to Section 2(d) hereof and otherwise
          in  connection  with  the transactions contemplated hereby is true and
          correct  in  all  material respects and the Company has not omitted to
          state any material fact necessary in order to make the statements made
          herein or therein, in light of the circumstances under which they were
          made,  not misleading. No event or circumstance has occurred or exists
          with respect to the Company or any of its Subsidiaries or its or their
          business,  properties,  prospects, operations or financial conditions,
          which,  under  applicable  law,  rule  or  regulation, requires public
          disclosure  or  announcement  by the Company but which has not been so
          publicly  announced  or  disclosed (assuming for this purpose that the
          Company's reports filed under the 1934 Act are being incorporated into
          an  effective  registration  statement  filed by the Company under the
          1933  Act).

               O.  ACKNOWLEDGMENT  REGARDING BUYERS' PURCHASE OF SECURITIES. The
          Company  acknowledges  and agrees that the Buyers are acting solely in
          the capacity of arm's length purchasers with respect to this Agreement
          and  the  transactions  contemplated  hereby.  The  Company  further
          acknowledges  that  no  Buyer  is  acting  as  a  financial advisor or
          fiduciary  of the Company (or in any similar capacity) with respect to
          this  Agreement  and  the  transactions  contemplated  hereby  and any
          statement made by any Buyer or any of their respective representatives
          or  agents  in  connection  with  this  Agreement and the transactions
          contemplated  hereby  is  not advice or a recommendation and is merely
          incidental  to  the  Buyers'  purchase  of the Securities. The Company
          further  represents to each Buyer that the Company's decision to enter
          into  this  Agreement  has  been  based  solely  on  the  independent
          evaluation  of  the  Company  and  its  representatives.

               P.  NO  INTEGRATED  OFFERING. Neither the Company, nor any of its
          affiliates, nor any person acting on its or their behalf, has directly
          or  indirectly  made  any offers
<PAGE>
          or  sales  in any security or solicited any offers to buy any security
          under circumstances that would require registration under the 1933 Act
          of  the  issuance of the Securities to the Buyers. The issuance of the
          Securities  to  the  Buyers  will  not  be  integrated  with any other
          issuance  of  the  Company's  securities (past, current or future) for
          purposes  of  any  stockholder  approval  provisions applicable to the
          Company  or  its  securities.

               Q.  NO  BROKERS. The Company has taken no action which would give
          rise to any claim by any person for brokerage commissions, transaction
          fees  or  similar  payments  relating  to  this  Agreement  or  the
          transactions  contemplated  hereby.

               R.  PERMITS; COMPLIANCE. The Company and each of its Subsidiaries
          is  in possession of all franchises, grants, authorizations, licenses,
          permits,  easements,  variances,  exemptions,  consents, certificates,
          approvals  and  orders  necessary  to  own,  lease  and  operate  its
          properties  and  to carry on its business as it is now being conducted
          (collectively,  the "COMPANY PERMITS"), and there is no action pending
          or,  to  the knowledge of the Company, threatened regarding suspension
          or cancellation of any of the Company Permits. Neither the Company nor
          any  of  its  Subsidiaries  is  in  conflict  with,  or  in default or
          violation  of,  any  of  the  Company  Permits,  except  for  any such
          conflicts,  defaults  or  violations  which,  individually  or  in the
          aggregate, would not reasonably be expected to have a Material Adverse
          Effect.  Since  December  31, 2001, neither the Company nor any of its
          Subsidiaries  has  received  any notification with respect to possible
          conflicts,  defaults  or  violations  of  applicable  laws, except for
          notices  relating to possible conflicts, defaults or violations, which
          conflicts,  defaults  or  violations would not have a Material Adverse
          Effect.

               S.  ENVIRONMENTAL  MATTERS.

                    (I)  Except as set forth in SCHEDULE 3(S), there are, to the
               Company's  knowledge,  with  respect to the Company or any of its
               Subsidiaries  or  any  predecessor  of  the  Company,  no past or
               present  violations  of  Environmental  Laws  (as defined below),
               releases  of  any  material  into  the  environment,  actions,
               activities,  circumstances,  conditions,  events,  incidents,  or
               contractual  obligations  which  may  give rise to any common law
               environmental  liability or any liability under the Comprehensive
               Environmental Response, Compensation and Liability Act of 1980 or
               similar  federal,  state,  local  or foreign laws and neither the
               Company  nor any of its Subsidiaries has received any notice with
               respect to any of the foregoing, nor is any action pending or, to
               the Company's knowledge, threatened in connection with any of the
               foregoing.  The  term  "ENVIRONMENTAL  LAWS"  means  all federal,
               state,  local or foreign laws relating to pollution or protection
               of  human  health  or  the  environment  (including,  without
               limitation, ambient air, surface water, groundwater, land surface
               or  subsurface  strata),  including,  without  limitation,  laws
               relating  to  emissions,  discharges,  releases  or  threatened
               releases  of  chemicals,  pollutants  contaminants,  or  toxic or
               hazardous  substances  or  wastes  (collectively,  "HAZARDOUS
               MATERIALS")  into  the  environment, or otherwise relating to the
               manufacture,  processing,  distribution, use, treatment, storage,
               disposal,  transport  or handling of Hazardous Materials, as well
               as all authorizations, codes, decrees, demands or demand letters,
               injunctions,  judgments,  licenses,  notices  or  notice letters,
               orders,  permits,  plans  or  regulations  issued,  entered,
               promulgated  or  approved  thereunder.
<PAGE>
                    (II)  Other  than  those  that  are  or were stored, used or
               disposed  of  in  compliance  with  applicable  law, no Hazardous
               Materials  are  contained on or about any real property currently
               owned,  leased or used by the Company or any of its Subsidiaries,
               and  no  Hazardous  Materials  were released on or about any real
               property  previously  owned, leased or used by the Company or any
               of  its  Subsidiaries  during  the period the property was owned,
               leased  or used by the Company or any of its Subsidiaries, except
               in the normal course of the Company's or any of its Subsidiaries'
               business.

                    (III)  Except  as  set  forth in SCHEDULE 3(S), there are no
               underground  storage  tanks  on or under any real property owned,
               leased or used by the Company or any of its Subsidiaries that are
               not  in  compliance  with  applicable  law.

               T.  TITLE TO PROPERTY. The Company and its Subsidiaries have good
          and  marketable  title in fee simple to all real property and good and
          marketable  title  to  all  personal  property  owned by them which is
          material  to the business of the Company and its Subsidiaries, in each
          case free and clear of all liens, encumbrances and defects except such
          as are described in SCHEDULE 3(T) or such as would not have a Material
          Adverse  Effect.  Any real property and facilities held under lease by
          the  Company  and  its  Subsidiaries  are  held  by  them under valid,
          subsisting  and  enforceable  leases with such exceptions as would not
          have  a  Material  Adverse  Effect.

               U.  INSURANCE.  The  Company  and  each  of  its Subsidiaries are
          insured  by  insurers  of  recognized financial responsibility against
          such losses and risks and in such amounts as management of the Company
          believes  to  be  prudent and customary in the businesses in which the
          Company  and its Subsidiaries are engaged. Neither the Company nor any
          such  Subsidiary has any reason to believe that it will not be able to
          renew  its  existing  insurance  coverage  as  and  when such coverage
          expires  or to obtain similar coverage from similar insurers as may be
          necessary  to  continue  its  business at a cost that would not have a
          Material  Adverse  Effect.  The Company has provided to Buyer true and
          correct  copies  of  all policies relating to directors' and officers'
          liability  coverage,  errors  and  omissions  coverage, and commercial
          general  liability  coverage.

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

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

               X. SOLVENCY. The Company (after giving effect to the transactions
          contemplated  by  this  Agreement) is solvent (i.e., its assets have a
          fair market value in excess of the amount required to pay its probable
          liabilities on its existing debts as they become absolute and matured)
          and  currently  the  Company  has no information that would lead it to
          reasonably conclude that the Company would not, after giving effect to
          the  transaction  contemplated by this Agreement, have the ability to,
          nor  does  it  intend to take any action that would impair its ability
          to,  pay  its debts from time to time incurred in connection therewith
          as  such debts mature. The Company did not receive a qualified opinion
          from its auditors with respect to its most recent fiscal year end and,
          after  giving  effect  to  the  transactions  contemplated  by  this
          Agreement,  does  not  anticipate  or know of any basis upon which its
          auditors  might  issue  a  qualified opinion in respect of its current
          fiscal  year.

               Y.  NO  INVESTMENT  COMPANY.  The  Company  is  not, and upon the
          issuance  and sale of the Securities as contemplated by this Agreement
          will  not  be  an "investment company" required to be registered under
          the  Investment  Company  Act  of  1940 (an "INVESTMENT COMPANY"). The
          Company  is  not  controlled  by  an  Investment  Company.

               Z.  BREACH  OF  REPRESENTATIONS AND WARRANTIES BY THE COMPANY. If
          the  Company  breaches  any  of  the representations or warranties set
          forth  in  this  Section  3,  and  in  addition  to any other remedies
          available  to the Buyers pursuant to this Agreement, the Company shall
          pay  to the Buyer the Standard Liquidated Damages Amount in cash or in
          shares  of  Common Stock at the option of the Buyer, until such breach
          is  cured.  If  the  Buyers  elect  to be paid the Standard Liquidated
          Damages Amounts in shares of Common Stock, such shares shall be issued
          at  the  Conversion  Price  at  the  time  of  payment.

         4.  COVENANTS.

             A.  BEST  EFFORTS.  The  parties  shall use their best efforts to
          satisfy  timely each of the conditions described in Section 6 and 7 of
          this  Agreement.

               B.  FORM  D;  BLUE  SKY LAWS. The Company agrees to file a Form D
          with  respect  to the Securities as required under Regulation D and to
          provide  a  copy thereof to each Buyer promptly after such filing. The
          Company  shall, on or before the Closing Date, take such action as the
          Company  shall  reasonably  determine  is  necessary  to  qualify  the
          Securities  for  sale to the Buyers at the applicable closing pursuant
          to  this  Agreement  under applicable securities or "blue sky" laws of
          the  states  of the United States (or to obtain an exemption from such
          qualification), and shall provide evidence of any such action so taken
          to  each  Buyer  on  or  prior  to  the  Closing  Date.

               C.  REPORTING  STATUS;  ELIGIBILITY TO USE FORM S-3, SB-2 OR FORM
          S-1.  The  Company's Common Stock is registered under Section 12(g) of
          the  1934  Act.  The Company represents and warrants that it meets the
          requirements  for  the  use  of  Form  S-3  (or  if the
<PAGE>
          Company  is not eligible for the use of Form S-3 as of the Filing Date
          (as defined in the Registration Rights Agreement), the Company may use
          the  form  of  registration for which it is eligible at that time) for
          registration  of  the  sale by the Buyer of the Registrable Securities
          (as  defined  in  the  Registration  Rights Agreement). So long as the
          Buyer  beneficially  owns  any  of  the  Securities, the Company shall
          timely  file all reports required to be filed with the SEC pursuant to
          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.  The  Company further agrees to file all reports required
          to  be  filed  by the Company with the SEC in a timely manner so as to
          become  eligible,  and thereafter to maintain its eligibility, for the
          use  of  Form  S-3. The Company shall issue a press release describing
          the  materials terms of the transaction contemplated hereby as soon as
          practicable  following  the Closing Date but in no event more than two
          (2)  business  days  of the Closing Date, which press release shall be
          subject  to  prior  review by the Buyers. The Company agrees that such
          press  release  shall  not  disclose  the  name  of  the Buyers unless
          expressly  consented to in writing by the Buyers or unless required by
          applicable  law  or  regulation,  and  then only to the extent of such
          requirement.

               D.  USE  OF PROCEEDS. The Company shall use the proceeds from the
          sale  of  the  Debentures  and the Warrants in the manner set forth in
          SCHEDULE  4(D)  attached  hereto and made a part hereof and shall not,
          directly  or  indirectly,  use  such  proceeds  for  any  loan  to  or
          investment  in any other corporation, partnership, enterprise or other
          person  (except  in  connection  with its currently existing direct or
          indirect  Subsidiaries)

               E.  FUTURE  OFFERINGS. Subject to the exceptions described below,
          the  Company  will  not,  without  the  prior  written  consent  of  a
          majority-in-interest  of  the Buyers, not to be unreasonably withheld,
          negotiate  or  contract  with  any  party  to obtain additional equity
          financing  (including  debt  financing  with an equity component) that
          involves  (A) the issuance of Common Stock at a discount to the market
          price of the Common Stock on the date of issuance (taking into account
          the value of any warrants or options to acquire Common Stock issued in
          connection  therewith)  or  (B) the issuance of convertible securities
          that  are convertible into an indeterminate number of shares of Common
          Stock  or (C) the issuance of warrants during the period (the "LOCK-UP
          PERIOD")  beginning on the Closing Date and ending on the later of (i)
          two  hundred  seventy  (270)  days  from the Closing Date and (ii) one
          hundred eighty (180) days from the date the Registration Statement (as
          defined  in  the  Registration Rights Agreement) is declared effective
          (plus any days in which sales cannot be made thereunder). In addition,
          subject  to  the  exceptions  described  below,  the  Company will not
          conduct any equity financing (including debt with an equity component)
          ("FUTURE  OFFERINGS")  during the period beginning on the Closing Date
          and ending two (2) years after the end of the Lock-up Period unless it
          shall  have  first  delivered  to  each  Buyer,  at  least twenty (20)
          business  days  prior  to the closing of such Future Offering, written
          notice  describing  the  proposed Future Offering, including the terms
          and  conditions  thereof  and  proposed definitive documentation to be
          entered  into  in  connection  therewith,  and providing each Buyer an
          option  during  the fifteen (15) day period following delivery of such
          notice  to  purchase  its  pro rata share (based on the ratio that the
          aggregate  principal  amount  of  Debentures purchased by it hereunder
          bears  to  the  aggregate  principal  amount  of  Debentures purchased
          hereunder)  of  the securities being offered in the Future Offering on
          the  same  terms  as  contemplated  by  such  Future  Offering  (the
          limitations  referred  to
<PAGE>
          in  this sentence and the preceding sentence are collectively referred
          to  as  the "CAPITAL RAISING LIMITATIONS"). In the event the terms and
          conditions  of  a  proposed Future Offering are amended in any respect
          after  delivery  of  the  notice to the Buyers concerning the proposed
          Future  Offering, the Company shall deliver a new notice to each Buyer
          describing  the  amended  terms  and conditions of the proposed Future
          Offering  and  each  Buyer  thereafter shall have an option during the
          fifteen  (15)  day  period  following  delivery  of such new notice to
          purchase  its  pro  rata  share of the securities being offered on the
          same  terms  as  contemplated  by  such  proposed  Future Offering, as
          amended.  The  foregoing sentence shall apply to successive amendments
          to  the  terms  and  conditions  of  any proposed Future Offering. The
          Capital  Raising  Limitations  shall  not  apply  to  any  transaction
          involving  (i)  issuances  of  securities  in  a  firm  commitment
          underwritten public offering (excluding a continuous offering pursuant
          to  Rule  415  under  the 1933 Act) or (ii) issuances of securities as
          consideration for a merger, consolidation or purchase of assets, or in
          connection  with  any  strategic  partnership  or  joint  venture (the
          primary  purpose  of  which  is  not  to  raise equity capital), or in
          connection  with the disposition or acquisition of a business, product
          or  license by the Company. The Capital Raising Limitations also shall
          not apply to the issuance of securities upon exercise or conversion of
          the  Company's  options,  warrants  or  other  convertible  securities
          outstanding  as  of  the  date  hereof  or  to the grant of additional
          options  or  warrants, or the issuance of additional securities, under
          any  Company  stock  option  or  restricted stock plan approved by the
          stockholders  of  the  Company.

               F.  EXPENSES.  At the Closing, the Company shall reimburse Buyers
          for  expenses  incurred  by  them  in connection with the negotiation,
          preparation, execution, delivery and performance of this Agreement and
          the  other  agreements  to  be  executed  in  connection  herewith
          ("Documents"),  including,  without  limitation,  attorneys'  and
          consultants'  fees  and  expenses, transfer agent fees, fees for stock
          quotation  services,  fees relating to any amendments or modifications
          of  the  Documents  or  any  consents  or waivers of provisions in the
          Documents,  fees  for  the  preparation of opinions of counsel, escrow
          fees,  and costs of restructuring the transactions contemplated by the
          Documents.  When  possible,  the Company must pay these fees directly,
          otherwise the Company must make immediate payment for reimbursement to
          the  Buyers  for all fees and expenses immediately upon written notice
          by  the  Buyer  or  the  submission of an invoice by the Buyer. If the
          Company fails to reimburse the Buyer in full within three (3) business
          days  of the written notice or submission of invoice by the Buyer, the
          Company  shall  pay  interest  on  the  total  amount  of  fees  to be
          reimbursed  at  a  rate  of  15%  per  annum.

               G.  FINANCIAL  INFORMATION.  The  Company  agrees  to  send  the
          following  reports  to each Buyer until such Buyer transfers, assigns,
          or  sells  all  of  the Securities: (i) within ten (10) days after the
          filing  with  the SEC, a copy of its Annual Report on Form 10-KSB, its
          Quarterly  Reports on Form 10-QSB and any Current Reports on Form 8-K;
          (ii)  within  one  (1) day after release, copies of all press releases
          issued  by  the  Company  or  any  of  its  Subsidiaries;  and  (iii)
          contemporaneously  with  the  making  available  or  giving  to  the
          stockholders  of  the  Company,  copies  of  any  notices  or  other
          information the Company makes available or gives to such stockholders.

               H.  AUTHORIZATION AND RESERVATION OF SHARES. The Company shall at
          all times have authorized, and reserved for the purpose of issuance, a
          sufficient  number  of  shares of Common Stock to provide for the full
          conversion  or exercise of the outstanding Debentures
<PAGE>
          and  Warrants and issuance of the Conversion Shares and Warrant Shares
          in  connection  therewith  (based  on  the  Conversion  Price  of  the
          Debentures  or  Exercise  Price of the Warrants in effect from time to
          time)  and  as otherwise required by the Debentures. The Company shall
          not  reduce the number of shares of Common Stock reserved for issuance
          upon conversion of Debentures and exercise of the Warrants without the
          consent  of  each  Buyer.  The Company shall at all times maintain the
          number of shares of Common Stock so reserved for issuance at an amount
          ("RESERVED  AMOUNT")  equal  to  no less than two (2) times the number
          that  is then actually issuable upon full conversion of the Debentures
          and  Additional  Debentures  and upon exercise of the Warrants and the
          Additional  Warrants  (based on the Conversion Price of the Debentures
          or the Exercise Price of the Warrants in effect from time to time). If
          at  any  time  the  number  of  shares  of Common Stock authorized and
          reserved  for issuance ("AUTHORIZED AND RESERVED SHARES") is below the
          Reserved  Amount,  the Company will promptly take all corporate action
          necessary  to  authorize  and  reserve  a sufficient number of shares,
          including,  without  limitation,  calling  a  special  meeting  of
          stockholders  to  authorize  additional  shares  to meet the Company's
          obligations  under  this  Section 4(h), in the case of an insufficient
          number  of  authorized  shares,  obtain  stockholder  approval  of  an
          increase  in  such  authorized  number  of  shares,  and  voting  the
          management  shares  of  the  Company  in  favor  of an increase in the
          authorized  shares  of  the  Company  to  ensure  that  the  number of
          authorized  shares  is  sufficient to meet the Reserved Amount. If the
          Company  fails  to obtain such stockholder approval within thirty (30)
          days following the date on which the number of Authorized and Reserved
          Shares  exceeds  the  Reserved  Amount,  the  Company shall pay to the
          Borrower  the Standard Liquidated Damages Amount, in cash or in shares
          of  Common Stock at the option of the Buyer. If the Buyer elects to be
          paid the Standard Liquidated Damages Amount in shares of Common Stock,
          such  shares  shall  be  issued at the Conversion Price at the time of
          payment.  In  order  to  ensure  that  the  Company  has  authorized a
          sufficient  amount of shares to meet the Reserved Amount at all times,
          the Company must deliver to the Buyer at the end of every month a list
          detailing  (1)  the current amount of shares authorized by the Company
          and  reserved  for  the  Buyer; and (2) amount of shares issuable upon
          conversion  of the Debentures and upon exercise of the Warrants and as
          payment  of  interest  accrued  on the Debentures for one year. If the
          Company  fails  to  provide such list within five (5) business days of
          the  end  of each month, the Company shall pay the Standard Liquidated
          Damages  Amount, in cash or in shares of Common Stock at the option of
          the Buyer, until the list is delivered. If the Buyer elects to be paid
          the Standard Liquidated Damages Amount in shares of Common Stock, such
          shares shall be issued at the Conversion Price at the time of payment.

               I.  LISTING. The Company shall promptly secure the listing of the
          Conversion  Shares  and  Warrant  Shares upon each national securities
          exchange  or  automated quotation system, if any, upon which shares of
          Common  Stock are then listed (subject to official notice of issuance)
          and,  so long as any Buyer owns any of the Securities, shall maintain,
          so  long  as any other shares of Common Stock shall be so listed, such
          listing  of all Conversion Shares and Warrant Shares from time to time
          issuable  upon  conversion  of  the  Debentures  or  exercise  of  the
          Warrants.  The  Company will obtain and, so long as any Buyer owns any
          of  the  Securities,  maintain  the  listing and trading of its Common
          Stock  on the OTCBB, the Nasdaq National Market ("NASDAQ"), the Nasdaq
          SmallCap  Market  ("NASDAQ  SMALLCAP"),  the  New  York Stock Exchange
          ("NYSE"),  or  the American Stock Exchange ("AMEX") and will comply in
          all  respects  with  the  Company's  reporting,  filing  and  other
          obligations  under  the bylaws or rules of
<PAGE>
          the  National  Association  of  Securities  Dealers  ("NASD") and such
          exchanges,  as  applicable. The Company shall promptly provide to each
          Buyer  copies  of any notices it receives from the OTCBB and any other
          exchanges  or  quotation  systems  on  which  the Common Stock is then
          listed  regarding  the  continued  eligibility of the Common Stock for
          listing  on  such  exchanges  and  quotation  systems.

               J.  CORPORATE EXISTENCE. So long as a Buyer beneficially owns any
          Debentures  or  Warrants,  the  Company  shall  maintain its corporate
          existence and shall not sell all or substantially all of the Company's
          assets,  except  in  the event of a merger or consolidation or sale of
          all  or substantially all of the Company's assets, where the surviving
          or  successor  entity  in  such  transaction (i) assumes the Company's
          obligations hereunder and under the agreements and instruments entered
          into  in connection herewith and (ii) is a publicly traded corporation
          whose  Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq
          SmallCap,  NYSE  or  AMEX.

               K. NO INTEGRATION. The Company shall not make any offers or sales
          of  any  security (other than the Securities) under circumstances that
          would  require  registration  of  the Securities being offered or sold
          hereunder  under  the 1933 Act or cause the offering of the Securities
          to  be integrated with any other offering of securities by the Company
          for  the  purpose  of any stockholder approval provision applicable to
          the  Company  or  its  securities.

               L.  SUBSEQUENT INVESTMENT. The Company and the Buyers agree that,
          upon the declaration of effectiveness of the Registration Statement to
          be filed pursuant to the Registration Rights Agreement (the "EFFECTIVE
          DATE"),  the  Buyers shall purchase additional debentures ("ADDITIONAL
          DEBENTURES")  in  the  aggregate principal amount of Two Hundred Fifty
          Thousand  Dollars  ($250,000) and additional warrants (the "ADDITIONAL
          WARRANTS") to purchase an aggregate of 750,000 shares of Common Stock,
          for  an aggregate purchase price of Two Hundred Fifty Thousand Dollars
          ($250,000), with the closing of such purchase to occur within five (5)
          business  days  of  the  Effective  Date;  provided, however, that the
          obligation of each Buyer to purchase the Additional Debentures and the
          Additional  Warrants  is subject to the satisfaction, at or before the
          closing  of  such  purchase  and  sale, of the conditions set forth in
          Section  7;  and,  provided, further, that there shall not have been a
          Material  Adverse  Effect  as of such effective date. The terms of the
          Additional  Debentures  and the Additional Warrants shall be identical
          to the terms of the Debentures and Warrants, as the case may be, to be
          issued on the Closing Date. The Common Stock underlying the Additional
          Debentures and the Additional Warrants shall be Registrable Securities
          (as  defined  in  the  Registration  Rights  Agreement)  and  shall be
          included  in  the  Registration  Statement to be filed pursuant to the
          Registration  Rights  Agreement.

               M.  BREACH  OF  COVENANTS.  If  the  Company  breaches any of the
          covenants  set  forth  in this Section 4, and in addition to any other
          remedies  available  to  the  Buyers  pursuant  to this Agreement, the
          Company  shall  pay  to  the  Buyers  the  Standard Liquidated Damages
          Amount,  in  cash  or  in  shares of Common Stock at the option of the
          Buyer,  until such breach is cured. If the Buyers elect to be paid the
          Standard  Liquidated  Damages  Amount  in shares, such shares shall be
          issued  at  the  Conversion  Price  at  the  time  of  payment.

     5.  TRANSFER  AGENT  INSTRUCTIONS.  The  Company  shall  issue  irrevocable
instructions to its transfer agent to issue certificates, registered in the name
of
<PAGE>
each  Buyer or its nominee, for the Conversion Shares and Warrant Shares in such
amounts  as  specified  from  time  to  time  by  each Buyer to the Company upon
conversion  of the Debentures or exercise of the Warrants in accordance with the
terms  thereof  (the  "IRREVOCABLE  TRANSFER  AGENT  INSTRUCTIONS").  Prior  to
registration  of  the Conversion Shares and Warrant Shares under the 1933 Act or
the  date on which the Conversion Shares and Warrant Shares may be sold pursuant
to  Rule  144  without  any  restriction  as to the number of Securities as of a
particular  date  that can then be immediately sold, all such certificates shall
bear  the  restrictive  legend  specified in Section 2(g) of this Agreement. The
Company  warrants  that no instruction other than the Irrevocable Transfer Agent
Instructions  referred  to  in this Section 5, and stop transfer instructions to
give  effect  to  Section  2(f) hereof (in the case of the Conversion Shares and
Warrant  Shares,  prior  to  registration  of  the Conversion Shares and Warrant
Shares under the 1933 Act or the date on which the Conversion Shares and Warrant
Shares may be sold pursuant to Rule 144 without any restriction as to the number
of  Securities  as of a particular date that can then be immediately sold), will
be  given  by  the  Company  to its transfer agent and that the Securities shall
otherwise  be freely transferable on the books and records of the Company as and
to  the extent provided in this Agreement and the Registration Rights Agreement.
Nothing  in  this  Section  shall  affect in any way the Buyer's obligations and
agreement  set  forth  in  Section  2(g)  hereof  to  comply with all applicable
prospectus  delivery  requirements, if any, upon re-sale of the Securities. If a
Buyer provides the Company with (i) an opinion of counsel in form, substance and
scope  customary  for  opinions in comparable transactions, to the effect that a
public  sale  or  transfer  of  such Securities may be made without registration
under  the  1933  Act  and  such  sale or transfer is effected or (ii) the Buyer
provides  reasonable assurances that the Securities can be sold pursuant to Rule
144,  the  Company shall permit the transfer, and, in the case of the Conversion
Shares  and Warrant Shares, promptly instruct its transfer agent to issue one or
more  certificates,  free  from  restrictive  legend,  in  such name and in such
denominations as specified by such Buyer. The Company acknowledges that a breach
by it of its obligations hereunder will cause irreparable harm to the Buyers, by
vitiating  the  intent  and  purpose  of  the  transactions contemplated hereby.
Accordingly, the Company acknowledges that the remedy at law for a breach of its
obligations under this Section 5 may be inadequate and agrees, in the event of a
breach  or  threatened  breach by the Company of the provisions of this Section,
that  the Buyers shall be entitled, in addition to all other available remedies,
to  an  injunction  restraining  any  breach  and  requiring immediate transfer,
without  the  necessity  of  showing economic loss and without any bond or other
security  being  required.

     6.     CONDITIONS  TO  THE COMPANY'S OBLIGATION TO SELL.  The obligation of
the  Company  hereunder to issue and sell the Debentures and Warrants to a Buyer
at  the Closing is subject to the satisfaction, at or before the Closing Date of
each of the following conditions thereto, provided that these conditions are for
the  Company's  sole benefit and may be waived by the Company at any time in its
sole  discretion:

               a.  The  applicable  Buyer shall have executed this Agreement and
          the  Registration  Rights  Agreement,  and  delivered  the same to the
          Company.

               b.  The  applicable Buyer shall have delivered the Purchase Price
          in  accordance  with  Section  1(b)  above.
<PAGE>
               c.  The  representations  and  warranties of the applicable Buyer
          shall be true and correct in all material respects as of the date when
          made  and  as  of the Closing Date as though made at that time (except
          for  representations and warranties that speak as of a specific date),
          and  the applicable Buyer shall have performed, satisfied and complied
          in all material respects with the covenants, agreements and conditions
          required by this Agreement to be performed, satisfied or complied with
          by  the  applicable  Buyer  at  or  prior  to  the  Closing  Date.

               d.  No  litigation,  statute,  rule, regulation, executive order,
          decree,  ruling  or  injunction  shall  have  been  enacted,  entered,
          promulgated  or  endorsed by or in any court or governmental authority
          of  competent  jurisdiction or any self-regulatory organization having
          authority  over  the  matters  contemplated hereby which prohibits the
          consummation  of  any  of  the  transactions  contemplated  by  this
          Agreement.

     7.     CONDITIONS  TO  EACH BUYER'S OBLIGATION TO PURCHASE.  The obligation
of  each  Buyer hereunder to purchase the Debentures and Warrants at the Closing
is  subject  to  the  satisfaction, at or before the Closing Date of each of the
following  conditions,  provided that these conditions are for such Buyer's sole
benefit  and  may  be  waived  by such Buyer at any time in its sole discretion:

              a.  The  Company  shall  have  executed  this  Agreement  and the
          Registration  Rights  Agreement,  and delivered the same to the Buyer.

               b.  The  Company shall have delivered to such Buyer duly executed
          Debentures  (in  such  denominations  as  the Buyer shall request) and
          Warrants  in  accordance  with  Section  1(b)  above.

               c.  The  Irrevocable  Transfer  Agent  Instructions,  in form and
          substance  satisfactory to a majority-in-interest of the Buyers, shall
          have  been  delivered  to and acknowledged in writing by the Company's
          Transfer  Agent.

               d.  The  representations  and  warranties of the Company shall be
          true and correct in all material respects as of the date when made and
          as  of  the  Closing  Date  as  though  made  at such time (except for
          representations  and  warranties that speak as of a specific date) and
          the  Company  shall  have  performed,  satisfied  and  complied in all
          material  respects  with  the  covenants,  agreements  and  conditions
          required by this Agreement to be performed, satisfied or complied with
          by  the  Company at or prior to the Closing Date. The Buyer shall have
          received  a  certificate  or  certificates,  executed  by  the  chief
          executive officer of the Company, dated as of the Closing Date, to the
          foregoing  effect  and  as  to such other matters as may be reasonably
          requested  by  such  Buyer  including, but not limited to certificates
          with  respect  to  the Company's Certificate of Incorporation, By-laws
          and  Board  of  Directors'  resolutions  relating  to the transactions
          contemplated  hereby.

               e.  No  litigation,  statute,  rule, regulation, executive order,
          decree,  ruling  or  injunction  shall  have  been  enacted,  entered,
          promulgated  or  endorsed by or in any court or governmental authority
          of  competent  jurisdiction or any self-regulatory organization having
<PAGE>
          authority  over  the  matters  contemplated hereby which prohibits the
          consummation  of  any  of  the  transactions  contemplated  by  this
          Agreement.

               f.  No  event  shall  have  occurred  which  could  reasonably be
          expected  to  have  a  Material  Adverse  Effect  on  the  Company.

               g.  The  Conversion  Shares  and  Warrant  Shares shall have been
          authorized  for quotation on the OTCBB and trading in the Common Stock
          on  the  OTCBB  shall not have been suspended by the SEC or the OTCBB.

               h.  The  Buyer  shall  have  received an opinion of the Company's
          counsel,  dated  as  of the Closing Date, in form, scope and substance
          reasonably  satisfactory  to  the  Buyer and in substantially the same
          form  as  EXHIBIT  "D"  attached  hereto.

               i.  The  Buyer  shall  have  received  an  officer's  certificate
          described  in  Section  3(c)  above,  dated  as  of  the Closing Date.

     8.     GOVERNING  LAW;  MISCELLANEOUS.

               A.  GOVERNING  LAW. THIS AGREEMENT SHALL BE ENFORCED, GOVERNED BY
          AND  CONSTRUED  IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK
          APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH
          STATE,  WITHOUT  REGARD  TO  THE  PRINCIPLES  OF CONFLICT OF LAWS. THE
          PARTIES  HERETO  HEREBY  SUBMIT  TO  THE EXCLUSIVE JURISDICTION OF THE
          UNITED  STATES  FEDERAL  COURTS  LOCATED  IN  NEW  YORK, NEW YORK WITH
          RESPECT  TO  ANY  DISPUTE ARISING UNDER THIS AGREEMENT, THE AGREEMENTS
          ENTERED  INTO  IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED
          HEREBY  OR  THEREBY.  BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN
          INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING. BOTH
          PARTIES  FURTHER  AGREE THAT SERVICE OF PROCESS UPON A PARTY MAILED BY
          FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF
          PROCESS  UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING. NOTHING HEREIN
          SHALL AFFECT EITHER PARTY'S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER
          PERMITTED  BY  LAW.  BOTH  PARTIES  AGREE  THAT A FINAL NON-APPEALABLE
          JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
          ENFORCED  IN  OTHER  JURISDICTIONS  BY SUIT ON SUCH JUDGMENT OR IN ANY
          OTHER  LAWFUL  MANNER. THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE
          ARISING  UNDER  THIS  AGREEMENT  SHALL BE RESPONSIBLE FOR ALL FEES AND
          EXPENSES,  INCLUDING ATTORNEYS' FEES, INCURRED BY THE PREVAILING PARTY
          IN  CONNECTION  WITH  SUCH  DISPUTE.

               B.  COUNTERPARTS;  SIGNATURES BY FACSIMILE. 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
          and  shall become effective when counterparts have been signed by each
          party  and delivered to the other party. This Agreement, once executed
          by
<PAGE>
          a  party,  may  be  delivered  to  the other party hereto by facsimile
          transmission  of a copy of this Agreement bearing the signature of the
          party  so  delivering  this  Agreement.

               C.  HEADINGS.  The headings of this Agreement are for convenience
          of  reference  only  and  shall  not  form  part  of,  or  affect  the
          interpretation  of,  this  Agreement.

               D.  SEVERABILITY.  In  the  event  that  any  provision  of  this
          Agreement  is invalid or unenforceable under any applicable statute or
          rule  of  law,  then such provision shall be deemed inoperative to the
          extent  that it may conflict therewith and shall be deemed modified to
          conform  with  such statute or rule of law. Any provision hereof which
          may  prove invalid or unenforceable under any law shall not affect the
          validity  or  enforceability  of  any  other  provision  hereof.

               E.  ENTIRE  AGREEMENT;  AMENDMENTS.  This  Agreement  and  the
          instruments  referenced herein contain the entire understanding of the
          parties  with  respect  to the matters covered herein and therein and,
          except  as  specifically  set  forth  herein  or  therein, neither the
          Company  nor the Buyer makes any representation, warranty, covenant or
          undertaking  with  respect  to  such  matters.  No  provision  of this
          Agreement  may  be  waived  or  amended other than by an instrument in
          writing  signed  by  the  party  to  be  charged  with  enforcement.

               F.  NOTICES.  Any notices required or permitted to be given under
          the  terms  of this Agreement shall be sent by certified or registered
          mail  (return receipt requested) or delivered personally or by courier
          (including  a  recognized  overnight delivery service) or by facsimile
          and  shall  be  effective five days after being placed in the mail, if
          mailed  by  regular  United States mail, or upon receipt, if delivered
          personally  or  by  courier (including a recognized overnight delivery
          service)  or  by  facsimile,  in  each  case addressed to a party. The
          addresses  for  such  communications  shall  be:

                 If  to  the  Company:

                           Torbay  Holdings,  Inc.
                           4  Mulford  Place,  Suite  2G
                           Hempstead,  NY  11550
                           Attention:  Thomas  Large
                           Telephone:  516-292-2023
                           Facsimile:   509-472-4654
                           Email:  Thomas_Large@msn.com
<PAGE>

                With  copy  to:

                           Seth  A.  Farbman,  PC
                           301  Eastwood  Road
                           Woodmere,  NY  11598
                           Attention:  Seth  A.  Farbman,  Esq.
                           Telephone:  516-569-6089
                           Facsimile:   516-569-6084
                           Email:  zsfarbman@aol.com

     If  to  a  Buyer:  To  the address set forth immediately below such Buyer's
name  on  the  signature  pages  hereto.

               With  copy  to:

                           Ballard  Spahr  Andrews  &  Ingersoll,  LLP
                           1735  Market  Street
                           51st  Floor
                                      Philadelphia,  Pennsylvania  19103
                           Attention:  Gerald  J.  Guarcini,  Esq.
                           Telephone:  215-864-8625
                           Facsimile:  215-864-8999
                           Email:  guarcini@ballardspahr.com

     Each  party  shall  provide  notice  to  the  other  party of any change in
address.

               G.  SUCCESSORS  AND ASSIGNS. This Agreement shall be binding upon
          and  inure  to  the  benefit  of  the parties and their successors and
          assigns. Neither the Company nor any Buyer shall assign this Agreement
          or  any  rights  or  obligations  hereunder  without the prior written
          consent  of  the  other.  Notwithstanding  the  foregoing,  subject to
          Section  2(f), any Buyer may assign its rights hereunder to any person
          that  purchases Securities in a private transaction from a Buyer or to
          any  of  its "affiliates," as that term is defined under the 1934 Act,
          without  the  consent  of  the  Company.

               H.  THIRD PARTY BENEFICIARIES. This Agreement is intended for the
          benefit  of  the  parties  hereto  and  their  respective  permitted
          successors  and  assigns,  and  is not for the benefit of, nor may any
          provision  hereof  be  enforced  by,  any  other  person.

               I.  SURVIVAL.  The  representations and warranties of the Company
          and  the  agreements and covenants set forth in Sections 3, 4, 5 and 8
          shall  survive the closing hereunder notwithstanding any due diligence
          investigation  conducted  by  or  on behalf of the Buyers. The Company
          agrees to indemnify and hold harmless each of the Buyers and all their
          officers,  directors,  employees and agents for loss or damage arising
          as  a  result  of  or  related  to any breach or alleged breach by the
          Company  of  any  of its representations, warranties and covenants set
          forth  in  Sections  3  and  4  hereof  or  any  of  its covenants and
          obligations under this Agreement or the Registration Rights Agreement,
          including  advancement  of  expenses  as  they  are  incurred.
<PAGE>
               J.  PUBLICITY.  The Company and each of the Buyers shall have the
          right  to  review  a  reasonable period of time before issuance of any
          press  releases,  SEC,  OTCBB  or  NASD  filings,  or any other public
          statements  with  respect  to  the  transactions  contemplated hereby;
          provided,  however,  that  the  Company shall be entitled, without the
          prior  approval  of  each  of the Buyers, to make any press release or
          SEC,  OTCBB  (or other applicable trading market) or NASD filings with
          respect  to  such  transactions  as  is required by applicable law and
          regulations  (although  each  of  the Buyers shall be consulted by the
          Company in connection with any such press release prior to its release
          and  shall be provided with a copy thereof and be given an opportunity
          to  comment  thereon).

               K.  FURTHER ASSURANCES. Each party shall do and perform, or cause
          to  be done and performed, all such further acts and things, and shall
          execute  and  deliver  all  such  other  agreements,  certificates,
          instruments  and  documents, as the other party may reasonably request
          in  order  to carry out the intent and accomplish the purposes of this
          Agreement  and  the  consummation  of  the  transactions  contemplated
          hereby.

               L.  NO  STRICT  CONSTRUCTION. The language used in this Agreement
          will  be  deemed  to  be the language chosen by the parties to express
          their  mutual  intent,  and  no  rules  of strict construction will be
          applied  against  any  party.

               M.  REMEDIES. The Company acknowledges that a breach by it of its
          obligations  hereunder  will  cause  irreparable harm to the Buyers by
          vitiating  the  intent  and  purpose  of  the transaction contemplated
          hereby.  Accordingly,  the Company acknowledges that the remedy at law
          for  a  breach  of  its  obligations  under  this  Agreement  will  be
          inadequate  and  agrees, in the event of a breach or threatened breach
          by  the  Company  of the provisions of this Agreement, that the Buyers
          shall  be entitled, in addition to all other available remedies at law
          or  in  equity, and in addition to the penalties assessable herein, to
          an  injunction  or  injunctions  restraining, preventing or curing any
          breach  of  this  Agreement  and to enforce specifically the terms and
          provisions  hereof, without the necessity of showing economic loss and
          without  any  bond  or  other  security  being  required.




                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>
IN  WITNESS  WHEREOF,  the  undersigned  Buyers and the Company have caused this
Agreement  to  be  duly  executed  as  of  the  date  first  above  written.


TORBAY  HOLDINGS,  INC.


________________________________
William  Thomas  Large
President  and  Chief  Executive  Officer


AJW  PARTNERS,  LLC
By:  SMS  Group,  LLC


______________________________________
Corey  S.  Ribotsky
Manager


RESIDENCE:  Delaware

ADDRESS:     155  First  Street,  Suite  B
             Mineola,  New  York  11501
             Facsimile:  (516)  739-7115
             Telephone:  (516)  739-7110

AGGREGATE  SUBSCRIPTION  AMOUNT:

     Aggregate  Principal  Amount  of  Debentures:     $  50,000
     Number  of  Warrants:                               150,000
     Aggregate  Purchase  Price:                       $  50,000

<PAGE>


NEW  MILLENNIUM  CAPITAL  PARTNERS  II,  LLC
By:  First  Street  Manager  II,  LLC


______________________________________
Corey  S.  Ribotsky
Manager


RESIDENCE:  New  York

ADDRESS:     155  First  Street,  Suite  B
             Mineola,  New  York  11501
             Facsimile:  (516)  739-7115
             Telephone:  (516)  739-7110



AGGREGATE  SUBSCRIPTION  AMOUNT:

     Aggregate  Principal  Amount  of  Debentures:     $  50,000
     Number  of  Warrants:                               150,000
     Aggregate  Purchase  Price:                       $  50,000

<PAGE>


AJW/NEW  MILLENNIUM  OFFSHORE,  LTD.
By:  First  Street  Manager  II,  LLC


______________________________________
Corey  S.  Ribotsky
Manager


RESIDENCE:         Cayman  Islands

ADDRESS:     AJW/New  Millennium  Offshore,  Ltd.
             P.O.  Box  32021  SMB
             Grand  Cayman,  Cayman  Island,  B.W.I.

AGGREGATE  SUBSCRIPTION  AMOUNT:

      Aggregate  Principal  Amount  of  Debentures:   $  75,000
      Number  of  Warrants:                             225,000
      Aggregate  Purchase  Price:                     $  75,000

<PAGE>

PEGASUS  CAPITAL  PARTNERS,  LLC
By:  Pegasus  Manager,  LLC

____________________________________
Corey  S.  Ribotsky
Manager


RESIDENCE:         New  York

ADDRESS:     Pegasus  Capital  Partners,  LLC
             155  First  Street,  Suite  B
             Mineola,  New  York  11501
                  Facsimile:     (516)  739-7115
             Telephone:     (516)  739-7110


AGGREGATE  SUBSCRIPTION  AMOUNT:

      Aggregate  Principal  Amount  of  Debentures:  $  75,000
      Number  of  Warrants:                            225,000
      Aggregate  Purchase  Price:                    $  75,000