Exhibit 10.1

                                                               EXECUTION VERSION

                          SECURITIES PURCHASE AGREEMENT

     THIS SECURITIES  PURCHASE AGREEMENT (the "AGREEMENT") is made as of the 3rd
day of March,  2014 by and  between  Stevia  Corp.,  a Nevada  corporation  (the
"COMPANY"), and Nomis Bay Ltd., a Bermuda company (the "Investor").

     WHEREAS,  the Company and the Investor are  executing and  delivering  this
Agreement in reliance upon the exemption from securities  registration  afforded
by Section  4(a)(2) of the  Securities Act of 1933, as amended (the "1933 ACT"),
and Rule 506 of  Regulation  D  ("REGULATION  D") as  promulgated  by the United
States Securities and Exchange  Commission (the "COMMISSION") under the 1933 Act
(without  limiting any other such exemption which may apply to the  transactions
contemplated by this Agreement);

     WHEREAS,  the Company has  authorized  the  issuance of senior  convertible
notes, in the aggregate  original  principal  amount of $1,100,000,  in the form
attached  hereto as Exhibit A (the  "NOTES"),  which Notes shall be  convertible
into  shares of the  Company's  common  stock,  $0.001  par value per share (the
"COMMON STOCK"), in accordance with the terms of the Notes;

     WHEREAS, Investor wishes to purchase, and the Company wishes to sell at the
Initial Closing (as defined below), upon the terms and conditions stated in this
Agreement,  a Note in the aggregate  original  principal  amount as set forth in
column (3) on  Schedule I hereto  (the  "INITIAL  NOTE")  (and the Common  Stock
issuable  upon  conversion  thereof,   collectively,   the  "INITIAL  CONVERSION
SHARES");

     WHEREAS,  subject to the terms and conditions set forth in this  Agreement,
the Company may require the Investor to participate in an Additional Closing (as
defined below) for the purchase by the Investor, and the sale by the Company, of
a Note in an original  principal amount as set forth in column (4) on Schedule I
hereto (the  "ADDITIONAL  NOTE") (and the Common Stock issuable upon  conversion
thereof, collectively, the "ADDITIONAL CONVERSION SHARES" and, collectively with
the Initial Conversion Shares, the "CONVERSION SHARES");

     WHEREAS,  the Notes,  together with the Conversion  Shares, are referred to
herein as the "SECURITIES" and the offering  contemplated  hereby is referred to
herein as the "OFFERING";

     WHEREAS,  the parties  have agreed that the  obligation  to repay the Notes
shall be an unsecured obligation of the Company; and

     WHEREAS,  at the Initial  Closing,  the parties  hereto  shall  execute and
deliver a Registration Rights Agreement,  in the form attached hereto as Exhibit
B (the  "REGISTRATION  RIGHTS  AGREEMENT"),  pursuant  to which the  Company has
agreed to provide  certain  registration  rights with respect to the Registrable
Securities (as defined in the Registration Rights Agreement), under the 1933 Act
and the rules and  regulations  promulgated  thereunder,  and  applicable  state
securities laws.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of which  are  hereby  acknowledged,  and in  consideration  of the
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premises and the mutual agreements,  representations and warranties,  provisions
and covenants  contained  herein,  the parties  hereto,  intending to be legally
bound hereby, agree as follows:

     1. Purchase and Sale of Notes.

     1.1 Purchase and Sale of Initial Notes.  Subject to the  satisfaction  (or,
where legally  permissible,  the waiver) of the conditions set forth in Sections
4.1, the Company  shall issue and sell to the Investor,  and the Investor  shall
purchase  from the Company on the Initial  Closing Date (as defined  below),  an
Initial Note in the aggregate  original  principal amount as set forth in column
(3) on Schedule I hereto (the "INITIAL CLOSING").

     1.2 Purchase and Sale of Additional Notes. Subject to the satisfaction (or,
where legally  permissible,  the waiver) of the conditions set forth in Sections
3.2(b) and 4.1 below, the Company shall issue and sell to the Investor,  and the
Investor  shall  purchase  from the Company on the  Additional  Closing Date (as
defined below), an Additional Note in the aggregate original principal amount as
set forth in column (4) on Schedule I hereto (the "ADDITIONAL CLOSING").

     1.3 Form of Payment.

     (a) On the Initial  Closing  Date,  (i) the Investor  shall pay the Initial
Purchase Price (as defined below) (less the amounts withheld pursuant to Section
10.12) to the Company for the Initial Note to be issued and sold to the Investor
at the Initial  Closing,  by wire  transfer of  immediately  available  funds in
accordance  with the Company's  written wire  instructions  and (ii) the Company
shall  deliver  to the  Investor  an  Initial  Note  in the  aggregate  original
principal amount as set forth in column (3) on Schedule I hereto,  duly executed
on behalf of the  Company  and  registered  in the name of the  Investor  or its
designee.

     (b) On the  Additional  Closing  Date,  (i)  the  Investor  shall  pay  the
Additional Purchase Price (as defined below) (less the amounts withheld pursuant
to Section 10.12) to the Company for the  Additional  Note to be issued and sold
to the  Investor at the  Additional  Closing,  by wire  transfer of  immediately
available funds in accordance with the Company's  written wire  instructions and
(ii) the  Company  shall  deliver  to the  Investor  an  Additional  Note in the
aggregate  original  principal  amount as set forth in column (4) on  Schedule I
hereto, duly executed on behalf of the Company and registered in the name of the
Investor or its designee.

     (c) Rank.  The parties  hereto  acknowledge  that the Initial  Note and the
Additional  Note  shall be part of a single  series of notes and shall rank PARI
PASSU with each other.

     2. Purchase Price.  The purchase price for the Initial Note to be purchased
by the Investor (the "INITIAL  PURCHASE PRICE") shall be the amount as set forth
in column (5) on Schedule I hereto.  The purchase price for the Additional  Note
to be purchased by the Investor (the "ADDITIONAL  PURCHASE PRICE",  and together
with the Initial Purchase Price,  each, a "PURCHASE  PRICE") shall be the amount
as set forth in column (6) on Schedule I hereto. The Initial Note will be issued
with an original issue discount of approximately 32.0%.

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     3.  Closings.  The  Initial  Closing  and the  Additional  Closing are each
sometimes referred to in this Agreement as a "CLOSING". Each Closing shall occur
at the offices of Greenberg Traurig, LLP, MetLife Building, 200 Park Avenue, New
York, NY 10166.

     3.1 Initial Closing. The date and time of the Initial Closing (the "INITIAL
CLOSING  DATE")  shall be 10:00 a.m.  (New York City  time),  on the first (1st)
Trading Day (as defined  below) (and including the date hereof if a Trading Day)
on which the  conditions  to the Initial  Closing set forth in Section 4.1 below
are satisfied or waived.

     3.2 Additional Closing.

     (a) Additional  Closing Date. If the Company delivers an Additional Closing
Notice (as defined below),  the date and time of the Additional Closing shall be
10:00  a.m.  (New York  City  time),  on a date that is no later  than the tenth
(10th) Trading Day after the Effective Date (the "ADDITIONAL  CLOSING DATE," and
the Initial  Closing Date and the  Additional  Closing  Date are each  sometimes
referred to in this Agreement as a "CLOSING DATE").

     (b) Additional Closing  Mechanics.  Subject to the satisfaction (or waiver)
of the conditions  set forth in this Section  3.2(b) and Section 4.2 below,  the
Company shall have the right to require the Investor to purchase the  Additional
Note  on the  Additional  Closing  Date by  delivering  to the  Investor  on the
Effective  Date, by facsimile and overnight  courier at its address set forth in
Section  10.4  hereof,  an  irrevocable  written  notice  that the  Company  has
exercised its right to require the Investor to purchase the Additional Note (the
"ADDITIONAL  CLOSING  NOTICE",  and such date,  the  "ADDITIONAL  CLOSING NOTICE
DATE").  For the avoidance of doubt, the Company shall not be entitled to effect
an Additional Closing if there shall exist an Additional Note Conditions Failure
(as defined  below).  Notwithstanding  anything  herein to the contrary,  if the
Additional  Closing does not occur by August 31, 2014,  the  Company's  right to
effect an Additional Closing hereunder shall automatically terminate.

     4. Closing Conditions; Certain Covenants.

     4.1 Conditions to the Initial Closing.

     (a) Conditions of the Company to the Initial Closing. The obligation of the
Company  to sell and issue  the  Initial  Note to the  Investor  at the  Initial
Closing is subject to the fulfillment, to the Company's reasonable satisfaction,
prior to or at the Initial Closing, of each of the following conditions:

     (i) Representations  and Warranties.  The representations and warranties of
the  Investor  contained  in  this  Agreement  (x)  that  are not  qualified  by
"materiality"  shall have been true and correct in all  material  respects  when
made and shall be true and  correct in all  material  respects as of the Initial
Closing Date with the same force and effect as if made on such dates,  except to
the extent such  representations and warranties are as of another date, in which
case,  such  representations  and  warranties  shall be true and  correct in all
material  respects  as of  such  other  date  and  (y)  that  are  qualified  by
"materiality"  shall have been true and correct  when made and shall be true and
correct as of the Initial Closing Date with the same force and effect as if made
on such dates,  except to the extent such  representations and warranties are as

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of another date, in which case,  such  representations  and warranties  shall be
true and correct as of such other date.

     (ii) Initial  Purchase  Price. At the Initial  Closing,  the Investor shall
have  tendered  to the  Company  the  Initial  Purchase  Price (less the amounts
withheld  pursuant to Section 10.12) by wire transfer of  immediately  available
funds to the  account  specified  in  writing by the  Company  prior to the date
hereof.

     (iii) Registration Rights Agreement.  The Investor shall have duly executed
and delivered the Registration Rights Agreement to the Company.

     (iv) No Injunction. No statute, regulation,  order, decree, writ, ruling or
injunction shall have been enacted, entered, promulgated, threatened or endorsed
by any court or governmental authority of competent jurisdiction which prohibits
the  consummation  of or which  would  materially  modify  or  delay  any of the
transactions contemplated by the Transaction Documents.

     (b)  Conditions to the Investor to the Initial  Closing.  The obligation of
the  Investor to purchase  the Initial  Note to be issued to the Investor at the
Initial Closing is subject to the satisfaction,  or (where legally  permissible)
the  waiver  by the  Investor,  on the  Initial  Closing  Date,  of  each of the
following conditions:

     (i) Representations  and Warranties.  The representations and warranties of
the  Company  contained  in  this  Agreement  (x)  that  are  not  qualified  by
"materiality"  or "Material  Adverse Effect" shall have been true and correct in
all  material  respects  when made and shall be true and correct in all material
respects  as of the  Initial  Closing  Date with the same force and effect as if
made on such dates, except to the extent such representations and warranties are
as of another date, in which case, such  representations and warranties shall be
true and correct in all material respects as of such other date and (y) that are
qualified by "materiality" or "Material Adverse Effect" shall have been true and
correct  when made and shall be true and correct as of the Initial  Closing Date
with the same  force and effect as if made on such  dates,  except to the extent
such  representations and warranties are as of another date, in which case, such
representations and warranties shall be true and correct as of such other date.

     (ii)  Performance  of  the  Company.  The  Company  shall  have  performed,
satisfied and complied in all material  respects with all covenants,  agreements
and conditions  required by this Agreement and the Registration Rights Agreement
to be  performed,  satisfied or complied  with by the Company at or prior to the
Initial  Closing Date.  The Company shall have  delivered to the Investor on the
Initial  Closing Date a written  certification  by an  executive  officer of the
Company to the foregoing substantially in the form attached hereto as Exhibit C.

     (iii) No  Suspension  of Trading in or Notice of Delisting of Common Stock.
Trading in the Common Stock shall not have been suspended by the Commission, the
Trading  Market or the FINRA (except for any  suspension of trading of less than
fourteen (14) days,  which  suspension  shall be terminated prior to the Initial
Closing  Notice  Date),  the  Company  shall  not have  received  any  final and

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non-appealable  notice that the listing or  quotation of the Common Stock on the
Trading Market shall be terminated on a date certain (unless, prior to such date
certain,  the  Common  Stock is listed or quoted on any other  Trading  Market),
trading in securities generally as reported on the Trading Market shall not have
been  suspended or limited,  nor shall a banking  moratorium  have been declared
either by the U.S. or New York State  authorities  (except  for any  suspension,
limitation or moratorium  which shall be terminated prior to the Initial Closing
Notice  Date),  there shall not have been imposed any  suspension  of electronic
trading or settlement  services by the  Depository  Trust  Company  ("DTC") with
respect  to the Common  Stock that is  continuing,  the  Company  shall not have
received  any notice  from DTC to the effect  that a  suspension  of  electronic
trading or settlement  services by DTC with respect to the Common Stock is being
imposed or is contemplated  (unless,  prior to such  suspension,  DTC shall have
notified the Company in writing that DTC has  determined  not to impose any such
suspension),  nor shall there have occurred any material  outbreak or escalation
of hostilities or other  national or  international  calamity or crisis that has
had or would  reasonably  be expected to have a material  adverse  change in any
U.S. financial, credit or securities market that is continuing.

     (iv)  Compliance  with  Laws.  The  Company  shall have  complied  with all
applicable  federal,  state and local governmental laws, rules,  regulations and
ordinances in connection  with the execution,  delivery and  performance of this
Agreement and the other Transaction  Documents (as defined below) to which it is
a  party  and the  consummation  of the  transactions  contemplated  hereby  and
thereby,  including,  without  limitation,  the Company  shall have obtained all
permits and qualifications  required by any applicable state securities or "Blue
Sky"  laws  for the  offer  and sale of the  Securities  by the  Company  to the
Investor).

     (v) No Injunction. No statute,  regulation,  order, decree, writ, ruling or
injunction shall have been enacted, entered, promulgated, threatened or endorsed
by any court or governmental authority of competent jurisdiction which prohibits
the  consummation  of or which  would  materially  modify  or  delay  any of the
transactions contemplated by the Transaction Documents.

     (vi) No Proceedings or Litigation. No action, suit or proceeding before any
arbitrator or any court or  governmental  authority shall have been commenced or
threatened,  and no inquiry or investigation by any governmental authority shall
have been commenced or threatened, against the Company or any Subsidiary, or any
of the  officers,  directors  or  affiliates  of the Company or any  Subsidiary,
seeking to  restrain,  prevent or change the  transactions  contemplated  by the
Transaction  Documents,  or seeking  material  damages in  connection  with such
transactions.

     (vii)  Listing of  Securities.  All of the  Conversion  Shares  that may be
issued  pursuant to the Notes shall have been  approved for listing or quotation
on the Trading Market as of the Initial Closing Date,  subject only to notice of
issuance.

     (viii) No Material Adverse Effect. No condition, occurrence, state of facts
or event  constituting  a Material  Adverse  Effect  shall have  occurred and be
continuing.

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     (ix) Initial Note. At the Initial Closing,  the Company shall have tendered
to the Investor the Initial Note.

     (x) Registration Rights Agreement. The Company shall have duly executed and
delivered the Registration Rights Agreement to the Investor.

     (xi) Current Public  Information.  All reports,  schedules,  registrations,
forms,  statements,  information and other documents required to have been filed
by the Company with the Commission pursuant to the reporting requirements of the
1934 Act, including all material required to have been filed pursuant to Section
13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission  under
the 1934 Act.

     4.2 Conditions to the Additional Closing.

     (a) Conditions of the Company to the Additional Closing.  The obligation of
the  Company  to sell and  issue  the  Additional  Note to the  Investor  at the
Additional  Closing is subject to the fulfillment,  to the Company's  reasonable
satisfaction,  prior to or at the Additional  Closing,  of each of the following
conditions:

     (i) Representations  and Warranties.  The representations and warranties of
the  Investor  contained  in  this  Agreement  (x)  that  are not  qualified  by
"materiality"  shall have been true and correct in all  material  respects  when
made and shall be true and correct in all material respects as of the Additional
Closing Date with the same force and effect as if made on such dates,  except to
the extent such  representations and warranties are as of another date, in which
case,  such  representations  and  warranties  shall be true and  correct in all
material  respects  as of  such  other  date  and  (y)  that  are  qualified  by
"materiality"  shall have been true and correct  when made and shall be true and
correct as of the  Additional  Closing Date with the same force and effect as if
made on such dates, except to the extent such representations and warranties are
as of another date, in which case, such  representations and warranties shall be
true and correct as of such other date.

     (ii) No Injunction. No statute, regulation,  order, decree, writ, ruling or
injunction shall have been enacted, entered, promulgated, threatened or endorsed
by any court or governmental authority of competent jurisdiction which prohibits
the  consummation  of or which  would  materially  modify  or  delay  any of the
transactions contemplated by the Transaction Documents.

     (b) Conditions of the Investor to the Additional Closing. The obligation of
the Investor to purchase the Additional Note to be issued to the Investor at the
Additional   Closing  is  subject  to  the   satisfaction,   or  (where  legally
permissible) the waiver by the Investor, on the Additional Closing Date, of each
of the following conditions:

     (i) Representations  and Warranties.  The representations and warranties of
the  Company  contained  in  this  Agreement  (x)  that  are  not  qualified  by
"materiality"  or "Material  Adverse Effect" shall have been true and correct in
all  material  respects  when made and shall be true and correct in all material
respects as of the Additional  Closing  Notice Date and the  Additional  Closing

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Date with the same  force and  effect  as if made on such  dates,  except to the
extent such  representations  and  warranties  are as of another  date, in which
case,  such  representations  and  warranties  shall be true and  correct in all
material  respects  as of  such  other  date  and  (y)  that  are  qualified  by
"materiality" or "Material Adverse Effect" shall have been true and correct when
made and shall be true and correct as of the Additional  Closing Notice Date and
the  Additional  Closing  Date with the same force and effect as if made on such
dates,  except to the  extent  such  representations  and  warranties  are as of
another date, in which case, such  representations  and warranties shall be true
and correct as of such other date.

     (ii)  Performance  of  the  Company.  The  Company  shall  have  performed,
satisfied and complied in all material  respects with all covenants,  agreements
and conditions required by this Agreement, the Initial Note and the Registration
Rights  Agreement to be performed,  satisfied or complied with by the Company at
or prior to the Additional  Closing Notice Date and the Additional  Closing Date
(as  applicable).  The  Company  shall have  delivered  to the  Investor  on the
Additional  Closing Date a written  certification by an executive officer of the
Company to the foregoing substantially in the form attached hereto as Exhibit C.

     (iii) Registration Statement Effective.  The Initial Registration Statement
(as defined in the  Registration  Rights  Agreement)  covering the resale by the
Investor of the Registrable  Securities covered thereby shall have been declared
effective under the Securities Act by the Commission and shall remain effective,
and the Investor shall be permitted to utilize the Prospectus  therein to resell
such Registrable Securities.

     (iv) No Material Notices.  None of the following events shall have occurred
and be  continuing:  (a) receipt of any request by the  Commission  or any other
federal or state governmental  authority for any additional information relating
to the  Registration  Statement,  the Prospectus (as defined in the Registration
Rights  Agreement) or any  supplement  to the  Prospectus  (each,  a "PROSPECTUS
SUPPLEMENT"),  or  for  any  amendment  of or  supplement  to  the  Registration
Statement, the Prospectus, or any Prospectus Supplement; (b) the issuance by the
Commission  or any other  federal or state  governmental  authority  of any stop
order suspending the effectiveness of the Registration  Statement or prohibiting
or suspending the use of the Prospectus or any Prospectus Supplement,  or of the
suspension of  qualification  or exemption from  qualification of the Securities
for offering or sale in any  jurisdiction,  or the  initiation  or  contemplated
initiation  of any  proceeding  for such purpose;  or (c) the  occurrence of any
event or the  existence  of any  condition  or state of facts,  which  makes any
statement of a material fact made in the Registration Statement,  the Prospectus
or any  Prospectus  Supplement  untrue  or  which  requires  the  making  of any
additions  to or  changes  to the  statements  then  made  in  the  Registration
Statement,  the  Prospectus  or any  Prospectus  Supplement  in order to state a
material fact required by the  Securities  Act to be stated therein or necessary
in order to make the statements then made therein (in the case of the Prospectus
or any Prospectus  Supplement,  in light of the  circumstances  under which they
were made) not  misleading,  or which requires an amendment to the  Registration
Statement or a supplement  to the  Prospectus  or any  Prospectus  Supplement to
comply with the  Securities  Act or any other law (other  than the  transactions
contemplated by the Additional Closing Notice and the settlement  thereof).  The

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Company  shall have no knowledge of any event that could  reasonably be expected
to have the  effect  of  causing  the  suspension  of the  effectiveness  of the
Registration  Statement  or the  prohibition  or  suspension  of the  use of the
Prospectus or any  Prospectus  Supplement  in connection  with the resale of the
Registrable Securities by the Investor.

     (v) No  Suspension  of Trading in or Notice of Delisting  of Common  Stock.
Trading in the Common Stock shall not have been suspended by the Commission, the
Trading  Market or the FINRA (except for any  suspension of trading of less than
fourteen (14) days, which suspension shall be terminated prior to the Additional
Closing  Notice  Date),  the  Company  shall  not have  received  any  final and
non-appealable  notice that the listing or  quotation of the Common Stock on the
Trading Market shall be terminated on a date certain (unless, prior to such date
certain,  the  Common  Stock is listed or quoted on any other  Trading  Market),
trading in securities generally as reported on the Trading Market shall not have
been  suspended or limited,  nor shall a banking  moratorium  have been declared
either by the U.S. or New York State  authorities  (except  for any  suspension,
limitation  or  moratorium  which shall be  terminated  prior to the  Additional
Closing  Notice  Date),  there  shall not have been  imposed any  suspension  of
electronic  trading or  settlement  services  by DTC with  respect to the Common
Stock that is  continuing,  the Company  shall not have received any notice from
DTC to the effect that a suspension of electronic trading or settlement services
by DTC with  respect to the  Common  Stock is being  imposed or is  contemplated
(unless,  prior to such  suspension,  DTC shall  have  notified  the  Company in
writing that DTC has  determined not to impose any such  suspension),  nor shall
there have occurred any material  outbreak or escalation of hostilities or other
national or international calamity or crisis that has had or would reasonably be
expected  to have a material  adverse  change in any U.S.  financial,  credit or
securities market that is continuing.

     (vi)  Compliance  with  Laws.  The  Company  shall have  complied  with all
applicable  federal,  state and local governmental laws, rules,  regulations and
ordinances in connection  with the execution,  delivery and  performance of this
Agreement  and the other  Transaction  Documents  to which it is a party and the
consummation of the  transactions  contemplated  hereby and thereby,  including,
without   limitation,   the  Company   shall  have   obtained  all  permits  and
qualifications  required by any applicable  state  securities or "Blue Sky" laws
for the offer and sale of the  Securities by the Company to the Investor and the
subsequent  resale of the Registrable  Securities by the Investor (or shall have
the availability of exemptions therefrom).

     (vii) No Injunction. No statute, regulation, order, decree, writ, ruling or
injunction shall have been enacted, entered, promulgated, threatened or endorsed
by any court or governmental authority of competent jurisdiction which prohibits
the  consummation  of or which  would  materially  modify  or  delay  any of the
transactions contemplated by the Transaction Documents.

     (viii) No Proceedings or Litigation.  No action,  suit or proceeding before
any arbitrator or any court or governmental  authority shall have been commenced
or threatened,  and no inquiry or investigation  by any  governmental  authority
shall have been commenced or threatened,  against the Company or any Subsidiary,
or  any  of  the  officers,  directors  or  affiliates  of  the  Company  or any

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Subsidiary, seeking to restrain, prevent or change the transactions contemplated
by the Transaction  Documents,  or seeking  material  damages in connection with
such transactions.

     (ix) Listing of Securities. All of the Conversion Shares that may be issued
pursuant to the Notes shall have been  approved  for listing or quotation on the
Trading Market as of the Closing Date, subject only to notice of issuance.

     (x) No Material Adverse Effect. No condition, occurrence, state of facts or
event  constituting  a  Material  Adverse  Effect  shall  have  occurred  and be
continuing.

     (xi)  Delivery  of  Initial  Conversion  Shares.  The  Company  shall  have
delivered on a timely basis all of the Initial  Conversion  Shares issuable upon
any conversion of the Initial Note by the Investor, as applicable.

     (xii) Opinion of Counsel.  On the  Additional  Closing  Date,  the Investor
shall have  received an opinion from outside  counsel to the Company,  dated the
Additional  Closing Date, in the form mutually  agreed to by the parties  hereto
prior to the date hereof.

     (xiii) Additional Note. At the Additional  Closing,  the Company shall have
tendered to the Investor the Additional Note.

     (xiv) Current  Public  Information.  The Current  Report (as defined below)
shall have been filed with the  Commission as required  pursuant to Section 4.3,
and the Initial Press Release and the Additional  Press Release (each as defined
below) shall have been issued by the Company in accordance with Section 4.3. All
reports,  schedules,  registrations,  forms,  statements,  information and other
documents  required  to have  been  filed by the  Company  with  the  Commission
pursuant to the reporting  requirements of the 1934 Act,  including all material
required to have been filed  pursuant to Section 13(a) or 15(d) of the 1934 Act,
shall have been filed with the Commission under the 1934 Act.

     (xv) No Additional Note Conditions  Failure.  No Additional Note Conditions
Failure shall exist.

     4.3 Securities  Law  Disclosure;  Publicity.  The Company shall (a) by 9:00
a.m. (New York City time) on the Trading Day  immediately  following the Initial
Closing Date, issue a press release in form and substance reasonably  acceptable
to the Investor  disclosing the material terms of the transactions  contemplated
hereby (the "INITIAL PRESS  RELEASE") and (b) issue a Current Report on Form 8-K
(the  "CURRENT  REPORT")  disclosing  the  material  terms  of the  transactions
contemplated  hereby,  and  including  the  Transaction  Documents  as  exhibits
thereto,  within the time  required by the 1934 Act. From and after the issuance
of the Initial Press  Release,  the Company  represents to the Investor that the
Company shall have  publicly  disclosed  all  material,  non-public  information
delivered  to  the  Investor  as of  such  time  by  the  Company  or any of its
subsidiaries,  or any of their  respective  officers,  directors,  employees  or
agents in  connection  with the  transactions  contemplated  by the  Transaction
Documents. The Company shall, on or before 9:00 a.m. (New York City time) on the
Trading Day immediately  following the Additional  Closing Notice Date,  issue a
press  release  in form and  substance  reasonably  acceptable  to the  Investor

                                       9
<PAGE>
disclosing that the Company has elected to deliver an Additional  Closing Notice
to the Investor (the "ADDITIONAL PRESS RELEASE"). From and after the issuance of
the Additional  Press Release,  the Company  represents to the Investor that the
Company shall have  publicly  disclosed  all  material,  non-public  information
delivered  to  the  Investor  as of  such  time  by  the  Company  or any of its
subsidiaries,  or any of their  respective  officers,  directors,  employees  or
agents in  connection  with the  transactions  contemplated  by the  Transaction
Documents.  The  Company  shall  afford  the  Investor  and its  counsel  with a
reasonable  opportunity  to review and  comment  upon,  shall  consult  with the
Investor  and its  counsel  on the form and  substance  of,  and shall  give due
consideration  to all such  comments  from the  Investor  or its counsel on, any
press release,  Commission  filing or any other public  disclosure made by or on
behalf of the Company relating to the Investor,  its purchases  hereunder or any
aspect of the Transaction  Documents or the transactions  contemplated  thereby,
prior to the  issuance,  filing or public  disclosure  thereof,  and the Company
shall not issue,  file or publicly  disclose any such  information  to which the
Investor  shall  object.  For the  avoidance of doubt,  the Company shall not be
required to submit for review any such disclosure  contained in periodic reports
filed with the  Commission  under the Exchange  Act if it shall have  previously
provided the same disclosure for review in connection with a previous filing.

     4.4 Legends.  The  Securities  may only be disposed of in  compliance  with
state and federal securities laws. In connection with any transfer of Securities
other than  pursuant  to an  effective  registration  statement  or Rule 144 (as
defined  below),  to  the  Company  or to an  affiliate  of the  Investor  or in
connection  with a pledge,  the Company may  require the  transferor  thereof to
provide to the  Company an opinion of counsel  selected  by the  transferor  and
reasonably  acceptable  to the Company,  the form and substance of which opinion
shall be  reasonably  satisfactory  to the  Company,  to the  effect  that  such
transfer does not require registration of such transferred  Securities under the
1933 Act. The Investor  understands  that the  certificate  or other  instrument
representing  the Notes and the stock  certificates  representing the Conversion
Shares,  except as set forth  below,  shall  bear any  legends  as  required  by
applicable  state  securities  or "Blue Sky" laws in addition  to a  restrictive
legend in  substantially  the following form (and a  stop-transfer  order may be
placed against transfer of such stock certificates):

          [NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED
     BY  THIS   CERTIFICATE   NOR  THE  SECURITIES  INTO  WHICH  THESE
     SECURITIES ARE CONVERTIBLE HAVE BEEN] [THE SECURITIES REPRESENTED
     BY  THIS   CERTIFICATE   HAVE  NOT  BEEN]  REGISTERED  UNDER  THE
     SECURITIES  ACT  OF  1933,  AS  AMENDED,   OR  APPLICABLE   STATE
     SECURITIES  LAWS.  THE  SECURITIES  MAY NOT BE OFFERED  FOR SALE,
     SOLD,  TRANSFERRED  OR  ASSIGNED  (I)  IN THE  ABSENCE  OF (A) AN
     EFFECTIVE  REGISTRATION  STATEMENT FOR THE  SECURITIES  UNDER THE
     SECURITIES ACT OF 1933, AS AMENDED,  OR (B) AN OPINION OF COUNSEL
     TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY
     ACCEPTABLE  TO THE  COMPANY,  THAT  REGISTRATION  IS NOT REQUIRED
     UNDER  SAID  ACT OR  (II)  UNLESS  SOLD  OR  ELIGIBLE  TO BE SOLD
     PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING
     THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A

                                       10
<PAGE>
     BONA FIDE MARGIN  ACCOUNT OR OTHER LOAN OR FINANCING  ARRANGEMENT
     SECURED BY THE SECURITIES.

     The Company  shall use its  reasonable  best  efforts to cause its transfer
agent to remove the legend set forth  above and to issue a  certificate  without
such  legend to the holder of the  Securities  upon which it is  stamped,  or to
issue to such holder by electronic delivery at the applicable balance account at
DTC, unless  otherwise  required by state securities or "blue sky" laws, at such
time as (i) such  Securities  are registered for resale under the 1933 Act, (ii)
in connection with a sale,  assignment or other  transfer,  such holder provides
the Company with an opinion of counsel,  in a form  generally  acceptable to the
Company's legal counsel, to the effect that such sale, assignment or transfer of
the  Securities  may be made without  registration  under the 1933 Act, or (iii)
such holder provides the Company and its legal counsel with reasonable assurance
in writing that the Securities can be sold, assigned or transferred  pursuant to
Rule 144 or Rule 144A. In furtherance of the foregoing, the Company agrees that,
following  the  Effective  Date or at such time as such  legend is not  required
pursuant to this  Section 4.4, the Company  shall,  no later than three  Trading
Days following the delivery by the Investor to the Company or the Transfer Agent
of a certificate representing Conversion Shares issued with a restrictive legend
(such third  Trading  Day, the "LEGEND  REMOVAL  DATE"),  either:  (A) issue and
deliver  (or cause to be issued and  delivered)  to the  Investor a  certificate
representing  such  Conversion  Shares,  as  applicable,  that is free  from all
restrictive  and other  legends  or (B) cause the  Transfer  Agent to credit the
Investor's or its designee's  account at DTC through its  Deposit/Withdrawal  at
Custodian  (DWAC)  system  with a number of shares of Common  Stock equal to the
number of Conversion  Shares,  as applicable,  represented by the certificate so
delivered  by the  Investor.  If the  Company  fails on or  prior to the  Legend
Removal  Date to  either  (i)  issue and  deliver  (or  cause to be  issued  and
delivered) to the Investor a certificate  representing the Conversion Shares, as
applicable,  that is free from all  restrictive  and other legends or (ii) cause
the Transfer Agent to credit the balance account of the Investor or its designee
at DTC through its  Deposit/Withdrawal  at Custodian (DWAC) system with a number
of shares of Common  Stock  equal to the  number of the  Conversion  Shares,  as
applicable,  represented by the certificate  delivered by the Investor  pursuant
hereto, and if on or after the Legend Removal Date the Investor purchases (in an
open  market  transaction  or  otherwise)  shares of Common  Stock to deliver in
satisfaction  of a sale by the  Investor  of  shares of  Common  Stock  that the
Investor anticipated  receiving from the Company without any restrictive legend,
then the Company shall,  within three Trading Days after the Investor's request,
pay cash to the Investor in an amount  equal to the  Investor's  total  purchase
price (including brokerage  commissions,  if any) for the shares of Common Stock
so purchased,  at which point the Company's  obligation to deliver a certificate
or credit the  Investor's  or its  designee's  account at DTC for such shares of
Common Stock shall terminate and such shares shall be cancelled.

     4.5 Short  Sales.  So long as the Notes  remain  outstanding,  neither  the
Investor nor any of its  affiliates  nor any entity managed or controlled by the
Investor  (collectively,  the "RESTRICTED  PERSONS" and each of the foregoing is
referred to herein as a  "RESTRICTED  PERSON")  shall,  directly or  indirectly,
engage in any Short Sales  involving the Company's  securities.  Notwithstanding
the  foregoing,  it is expressly  understood  and agreed that nothing  contained
herein shall (without  implication  that the contrary  would  otherwise be true)
prohibit any  Restricted  Person from: (1) selling "long" (as defined under Rule
200 promulgated under Regulation SHO) the Securities; or (2) selling a number of
shares of  Common  Stock  equal to the  number of  Conversion  Shares  that such

                                       11
<PAGE>
Restricted  Person is entitled to receive under a pending  Conversion Notice (as
defined  in the  Notes)  but  has not yet  taken  possession  of so long as such
Restricted  Person  delivers the Conversion  Shares  purchased  pursuant to such
Conversion Notice to the purchaser thereof;  provided,  however, such Restricted
Person shall not be required to so deliver any such Conversion Shares subject to
such  Conversion  Notice if the  Company  fails for any reason to  deliver  such
Conversion  Shares to the Investor on the  applicable  settlement  date upon the
terms and subject to the provisions of the Notes.

     5.  Representations  and Warranties of the Company.  Except as set forth in
the Disclosure  Schedules,  which  Disclosure  Schedules  shall be deemed a part
hereof and shall  qualify any  representation  or  otherwise  made herein to the
extent  of  the  disclosure  contained  in  the  corresponding  section  of  the
Disclosure Schedules, the Company hereby makes the following representations and
warranties  to the  Investors as of the Initial  Closing  Date,  the  Additional
Closing  Notice Date and the  Additional  Closing  Date (each a  "REPRESENTATION
DATE"):

     5.1  Organization,  Good  Standing  and  Qualification.  The  Company  is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Nevada.  The Company is duly qualified to transact  business and
is in good  standing  in each  jurisdiction  in which the  failure to so qualify
would have a Material Adverse Effect.

     5.2  Capitalization  and Voting Rights. The authorized capital stock of the
Company and the shares thereof issued and  outstanding  were as set forth in the
Public Reports as of the dates reflected therein.  All of the outstanding shares
of Common Stock have been duly authorized and validly issued, and are fully paid
and nonassessable. Except as set forth in the Public Reports, this Agreement and
the Registration Rights Agreement, there are no agreements or arrangements under
which the Company is obligated to register the sale of any securities  under the
Securities Act.  Except as set forth in the Public Reports,  no shares of Common
Stock are  entitled  to  preemptive  rights  and there are no  outstanding  debt
securities and no contracts,  commitments,  understandings,  or  arrangements by
which the  Company  is or may  become  bound to issue  additional  shares of the
capital stock of the Company or options,  warrants,  scrip,  rights to subscribe
to, calls or commitments of any character  whatsoever relating to, or securities
or rights  convertible into or exchangeable  for, any shares of capital stock of
the  Company  other than  those  issued or  granted  in the  ordinary  course of
business pursuant to the Company's equity incentive and/or compensatory plans or
arrangements. Except for customary transfer restrictions contained in agreements
entered into by the Company to sell restricted securities or as set forth in the
Public  Reports,  the Company is not a party to, and it has no knowledge of, any
agreement  restricting the voting or transfer of any shares of the capital stock
of the Company. Except as set forth in the Public Reports, the offer and sale of
all capital stock, convertible or exchangeable  securities,  rights, warrants or
options  of the  Company  issued  prior to the  applicable  Representation  Date
complied  with  all  applicable  federal  and  state  securities  laws,  and  no
stockholder has any right of rescission or damages or any "put" or similar right
with respect thereto that would have a Material  Adverse  Effect.  Except as set
forth in the Public Reports,  there are no securities or instruments  containing
anti-dilution  or similar  provisions that will be triggered by the Notes,  this
Agreement  or the  Registration  Rights  Agreement  or the  consummation  of the
transactions described herein or therein.

     5.3  Authorization;  Enforcement.  All corporate  action on the part of the
Company,   its   officers,   directors  and   stockholders   necessary  for  the

                                       12
<PAGE>
authorization,  execution  and  delivery  of  this  Agreement,  the  Notes,  the
Registration Rights Agreement (the "TRANSACTION  DOCUMENTS") and the performance
of  all  obligations  of  the  Company   hereunder  and   thereunder,   and  the
authorization (or reservation for issuance), sale and issuance of the Notes, and
the Common Stock into which the Notes is convertible or  exercisable,  have been
taken on or prior to the date hereof. Each of the Transaction Documents has been
duly  executed by the Company and, when  delivered in accordance  with the terms
hereof and thereof,  will  constitute  the valid and binding  obligation  of the
Company  enforceable  against the Company in accordance with its terms,  except:
(i) as  limited by  general  equitable  principles  and  applicable  bankruptcy,
insolvency,  reorganization,  moratorium  and other laws of general  application
affecting  enforcement of creditors' rights  generally,  (ii) as limited by laws
relating to the availability of specific performance, injunctive relief or other
equitable  remedies  and  (iii)  insofar  as  indemnification  and  contribution
provisions may be limited by applicable law.

     5.4 Valid Issuance of the Conversion Shares; Reservation of Shares. Each of
the Notes has been duly  authorized  and, when issued and paid for in accordance
with  this  Agreement,   will  be  duly  and  validly  issued,  fully  paid  and
nonassessable, and free and clear of all Liens imposed by the Company other than
restrictions  on transfer  under this Agreement and under  applicable  state and
federal  securities  laws.  The  Conversion  Shares when issued and delivered in
accordance  with the terms of this Agreement and the Notes,  as applicable,  for
the consideration expressed herein and therein, will be duly and validly issued,
fully  paid and  non-assessable  and free and clear of all Liens  imposed by the
Company  other than  restrictions  on transfer  under this  Agreement  and under
applicable state and federal  securities laws. The Company has reserved from its
duly authorized  capital stock a sufficient number of shares of Common Stock for
issuance of the Conversion Shares as required by Section 8 of the Notes.

     5.5  Offering.  Subject  to  the  truth  and  accuracy  of  the  Investor's
representations set forth in Section 6 of this Agreement, the offer and issuance
of the  Securities  as  contemplated  by this  Agreement  are  exempt  from  the
registration  requirements  of the Securities Act of 1933, as amended (the "1933
ACT"), and the  qualification  or registration  requirements of state securities
laws or other  applicable blue sky laws.  Neither the Company nor any authorized
agent acting on its behalf will take any action  hereafter  that would cause the
loss of such exemptions.

     5.6 Public Reports.  The Company is current in its filing obligations under
the 1934 Act,  including without  limitation as to its filings of Annual Reports
on Form 10-K,  Quarterly  Reports on Form 10-Q and  Current  Reports on Form 8-K
(collectively,  the  "PUBLIC  REPORTS").  The Public  Reports do not contain any
untrue  statement of a material fact or omit to state any fact necessary to make
any statement therein not misleading.  The financial  statements included within
the  Public  Reports  for the  fiscal  year  ended  March 31,  2013 and for each
quarterly period  thereafter (the "FINANCIAL  STATEMENTS") have been prepared in
accordance with generally accepted  accounting  principles ("GAAP") applied on a
consistent  basis throughout the periods  indicated and with each other,  except
that unaudited  Financial  Statements  may not contain all footnote  required by
generally  accepted  accounting  principles.  The  Financial  Statements  fairly
present, in all material respects, the financial condition and operating results
of the Company as of the dates, and for the periods,  indicated therein, subject
in  the  case  of  unaudited  Financial  Statements  to  normal  year-end  audit
adjustments.

                                       13
<PAGE>
     5.7  Compliance  With Laws.  The  Company has not  violated  any law or any
governmental  regulation  or  requirement  which  violation  has  had  or  would
reasonably be expected to have a Material Adverse Effect on its business and the
Company has not received written notice of any such violation.

     5.8 Violations.  The consummation of the  transactions  contemplated by the
Transaction  Documents and all other  documents and  instruments  required to be
delivered in connection  therewith  will not result in or constitute  any of the
following: (a) a violation of any provision of the certificate of incorporation,
bylaws or other  governing  documents  of the  Company;  (b) a violation  of any
provisions  of any  applicable  law or of any  writ or  decree  of any  court or
governmental  instrumentality;  (c) a default or an event  that,  with notice or
lapse of time or both,  would be a default,  breach,  or  violation  of a lease,
license,  promissory note,  conditional sales contract,  commitment,  indenture,
mortgage, deed of trust, or other agreement, instrument, or arrangement to which
the Company is a party or by which the Company or its property is bound;  (d) an
event that would permit any party to terminate  any  agreement or to  accelerate
the maturity of any indebtedness or other obligation of the Company;  or (e) the
creation or imposition of any lien, pledge, option, security agreement,  equity,
claim,  charge,  encumbrance  or other  restriction or limitation on the capital
stock or on any of the properties or assets of the Company.

     5.9 Consents;  Waivers.  No consent,  waiver,  approval or authority of any
nature,  or other formal  action,  by any person,  firm or  corporation,  or any
agency,  bureau or department of any government or any subdivision  thereof, not
already  obtained,  is required in connection with the execution and delivery of
the Transaction  Documents by the Company or the  consummation by the Company of
the transactions provided for herein and therein.

     5.10  Sarbanes-Oxley  Act.  The Company is in  compliance  with any and all
applicable  requirements of the Sarbanes-Oxley Act of 2002 that are effective as
of the date hereof, and any and all applicable rules and regulations promulgated
by the Commission thereunder that are effective as of the date hereof.

     5.11 Absence of Litigation.  There is no action, suit, 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, threatened against or affecting the Company, the Common Stock or any of
the Company's officers or directors in their capacities as such.

     5.12 Material  Changes;  Undisclosed  Events,  Liabilities or Developments.
Since the date of the latest audited  financial  statements  included within the
Public Reports,  except as specifically  disclosed in a subsequent Public Report
filed  prior to the date  hereof:  (i) there has been no  event,  occurrence  or
development  that has had or that could  reasonably  be  expected to result in a
Material  Adverse  Effect,  (ii) the Company has not  incurred  any  liabilities
(contingent  or otherwise)  other than (A) trade  payables and accrued  expenses
incurred in the ordinary  course of business  consistent  with past practice and
(B)  liabilities  not  required  to be  reflected  in  the  Company's  financial
statements  pursuant to GAAP or disclosed  in filings made with the  Commission,
(iii) the Company has not altered its method of accounting, (iv) the Company has
not declared or made any dividend or  distribution  of cash or other property to
its  stockholders  or purchased,  redeemed or made any agreements to purchase or

                                       14
<PAGE>
redeem any shares of its  capital  stock and (v) the  Company has not issued any
equity  securities  to any officer,  director or affiliate,  except  pursuant to
existing  Company stock option plans.  The Company does not have pending  before
the Commission any request for confidential treatment of information. Except for
the  issuance  of the  Securities  contemplated  by this  Agreement,  no  event,
liability, fact, circumstance,  occurrence or development has occurred or exists
or is  reasonably  expected to occur or exist with respect to the Company or its
Subsidiaries or their respective businesses,  properties,  operations, assets or
financial condition, that would be required to be disclosed by the Company under
applicable  securities  laws at the time this  representation  is made or deemed
made that has not been publicly  disclosed at least one Trading Day prior to the
date that this representation is made.

     5.13  Intellectual  Property.  The Company  has, or has rights to use,  all
patents, patent applications, trademarks, trademark applications, service marks,
trade  names,  trade  secrets,  inventions,   copyrights,   licenses  and  other
intellectual  property  rights and  similar  rights as  described  in the Public
Reports as  necessary or required for use in  connection  with their  respective
businesses and which the failure to so have could have a Material Adverse Effect
(collectively, the "INTELLECTUAL PROPERTY RIGHTS"). None of, and the Company has
not  received a notice  (written  or  otherwise)  that any of, the  Intellectual
Property  Rights has expired,  terminated or been  abandoned,  or is expected to
expire or terminate or be abandoned,  within two (2) years from the date of this
Agreement.  The Company has not received,  since the date of the latest  audited
financial  statements  included within the Public Reports, a written notice of a
claim or otherwise  has any  knowledge  that the  Intellectual  Property  Rights
violate or infringe  upon the rights of any Person,  except as could not have or
reasonably be expected to not have a Material  Adverse Effect.  To the knowledge
of the Company, all such Intellectual  Property Rights are enforceable and there
is no  existing  infringement  by  another  Person  of any  of the  Intellectual
Property Rights.  The Company has taken reasonable  security measures to protect
the secrecy,  confidentiality and value of all of their intellectual properties,
except  where  failure to do so could  not,  individually  or in the  aggregate,
reasonably be expected to have a Material Adverse Effect.

     5.14  Registration  Rights.  Other than the Investor or as set forth in the
Public  Reports,  no person  has any right to cause the  Company  to effect  the
registration under the 1933 Act of any securities of the Company.

     5.15  Disclosure.  Except with respect to the material terms and conditions
of the  transactions  contemplated  by the  Transaction  Documents,  the Company
confirms  that neither it nor any other Person acting on its behalf has provided
the  Investor  or its agents or counsel  with any  information  that it believes
constitutes or might constitute material,  non-public  information.  The Company
understands   and  confirms  that  the  Investor  will  rely  on  the  foregoing
representation  in effecting  transactions in securities of the Company.  All of
the  disclosure  furnished  by or on  behalf  of the  Company  to  the  Investor
regarding the Company and its Subsidiaries,  their respective businesses and the
transactions  contemplated  hereby,  including the Disclosure  Schedules to this
Agreement, is true and correct in all material respects and does not contain any
untrue statement of a material fact or omit to state any material fact necessary
in order to make the  statements  made  therein,  in light of the  circumstances
under which they were made, not misleading.  The press releases  disseminated by
the Company during the twelve months  preceding the date of this Agreement taken
as a whole do not contain  any untrue  statement  of a material  fact or omit to
state a material  fact  required to be stated  therein or  necessary in order to

                                       15
<PAGE>
make the statements therein, in light of the circumstances under which they were
made and when made, not misleading. The Company acknowledges and agrees that the
Investor  does not make nor has made  any  representations  or  warranties  with
respect to the transactions  contemplated  hereby other than those  specifically
set forth in Section 6 hereof.

     5.16 No  Integrated  Offering.  Assuming  the  accuracy  of the  Investor's
representations and warranties set forth in Section 6, neither the Company,  nor
any of its  affiliates,  nor any  Person  acting  on its or  their  behalf  has,
directly or  indirectly,  made any offers or sales of any  security or solicited
any  offers to buy any  security,  under  circumstances  that  would  cause this
offering of the Securities to be integrated  with prior offerings by the Company
for  purposes of (i) the 1933 Act which would  require the  registration  of any
such securities under the 1933 Act, or (ii) any applicable  shareholder approval
provisions of any Trading  Market on which any of the  securities of the Company
are listed or designated.

     5.17 Seniority.  As of the applicable  Representation Date, no Indebtedness
or other  claim  against the Company is senior to the Notes in right of payment,
whether  with  respect  to  interest  or upon  liquidation  or  dissolution,  or
otherwise,  other than indebtedness secured by purchase money security interests
(which is senior only as to underlying assets covered thereby) and capital lease
obligations (which is senior only as to the property covered thereby).

     5.18 Bankruptcy Status; Indebtedness.  The Company has no current intention
or expectation to file for reorganization or liquidation under the bankruptcy or
reorganization  laws of any  jurisdiction  within  one year from the  applicable
Representation  Date.  Schedule  5.18  sets  forth  as of the  date  hereof  all
outstanding secured and unsecured Indebtedness (as defined below) of the Company
or any Subsidiary,  or for which the Company or any Subsidiary has  commitments.
For the purposes of this Agreement, "INDEBTEDNESS" means (x) any liabilities for
borrowed money or amounts owed in excess of $100,000  (other than trade accounts
payable  incurred  in the  ordinary  course of  business),  (y) all  guaranties,
endorsements  and other  contingent  obligations in respect of  indebtedness  of
others,  whether  or not the same are or should be  reflected  in the  Company's
consolidated  balance  sheet  (or  the  notes  thereto),  except  guaranties  by
endorsement  of  negotiable  instruments  for deposit or  collection  or similar
transactions  in the ordinary  course of business;  and (z) the present value of
any lease  payments  in excess of  $100,000  due  under  leases  required  to be
capitalized in accordance  with GAAP. The Company is not in default with respect
to any Indebtedness, except the convertible notes set forth in Schedule 5.18.

     5.19 Regulation M Compliance.  The Company has not, and to its knowledge no
one acting on its behalf  has,  (i) taken,  directly or  indirectly,  any action
designed to cause or to result in the stabilization or manipulation of the price
of any  security of the Company to  facilitate  the sale or resale of any of the
Securities,  (ii)  sold,  bid  for,  purchased,  or paid  any  compensation  for
soliciting  purchases of, any of the Securities,  or (iii) paid or agreed to pay
to any Person any  compensation  for  soliciting  another to purchase  any other
securities  of the Company,  other than,  in the case of clauses (ii) and (iii),
compensation paid to Garden State Securities in connection with the placement of
the Securities.

     5.20  No  Disqualification   Events.  None  of  the  Company,  any  of  its
predecessors,  any affiliated  issuer, any director,  executive  officer,  other
officer of the Company  participating in the offering  contemplated  hereby, any
beneficial  owner  of 20% or more of the  Company's  outstanding  voting  equity

                                       16
<PAGE>
securities,  calculated on the basis of voting power,  nor any promoter (as that
term is defined in Rule 405 under the 1933 Act)  connected  with the  Company in
any capacity at the time of sale (each, an "ISSUER  COVERED  PERSON") is subject
to any of the "Bad Actor"  disqualifications  described in Rule  506(d)(1)(i) to
(viii)  under  the  1933  Act  (a  "DISQUALIFICATION   EVENT"),   except  for  a
Disqualification  Event  covered by Rule  506(d)(2)  or (d)(3).  The Company has
exercised  reasonable  care to determine  whether any Issuer  Covered  Person is
subject to a Disqualification Event.

     6.  Representations  and  Warranties of the Investor.  The Investor  hereby
represents, warrants and covenants that:

     6.1 Authorization.  The Investor has full power and authority to enter into
this  Agreement,  to perform its  obligations  hereunder and to  consummate  the
transactions contemplated hereby and has taken all action necessary to authorize
the  execution  and  delivery  of this  Agreement  and the  Registration  Rights
Agreement,  the performance of its obligations  hereunder and thereunder and the
consummation of the transactions contemplated hereby and thereby.

     6.2 No Public Sale or Distribution. The Investor is (i) acquiring the Notes
and (ii) upon conversion of the Notes will acquire the Conversion Shares for its
own  account,  not as a nominee or agent,  and not with a view  towards,  or for
resale in connection  with, the public sale or distribution of any part thereof,
except pursuant to sales registered or exempted under the 1933 Act. The Investor
is acquiring the  Securities  hereunder in the ordinary  course of its business.
The Investor  does not  presently  have any  contract,  agreement,  undertaking,
arrangement or  understanding,  directly or indirectly,  with any individual,  a
limited liability  company,  a partnership,  a joint venture,  a corporation,  a
trust,  an  unincorporated  organization  and a government or any  department or
agency  thereof (a  "PERSON")  to sell,  transfer,  pledge,  assign or otherwise
distribute any of the Securities.

     6.3 Accredited Investor Status;  Investment Experience.  The Investor is an
"accredited  investor" as that term is defined in Rule 501(a) of  Regulation  D.
The Investor can bear the economic risk of its investment in the Securities, and
has such knowledge and  experience in financial and business  matters that it is
capable of evaluating the merits and risks of an investment in the Securities.

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

     6.5 Information. The Investor and its advisors, if any, have been furnished
with all  materials  relating to the  business,  finances and  operations of the
Company and  materials  relating to the offer and sale of the  Securities  which
have been requested by the Investor. The Investor and its advisors, if any, have
been  afforded the  opportunity  to ask  questions of the Company.  Neither such
inquiries nor any other due diligence  investigations  conducted by the Investor

                                       17
<PAGE>
or its advisors,  if any, or its representatives  shall modify,  amend or affect
the  Investor's  right to rely on the Company's  representations  and warranties
contained herein. The Investor understands that its investment in the Securities
involves a high degree of risk. The Investor has sought such  accounting,  legal
and tax advice as it has  considered  necessary  to make an informed  investment
decision  with respect to its  acquisition  of the  Securities.  The Investor is
relying  solely on its own  accounting,  legal and tax advisors,  and not on any
statements  of the  Company  or any of its agents or  representatives,  for such
accounting,  legal  and  tax  advice  with  respect  to its  acquisition  of the
Securities and the transactions contemplated by this Agreement.

     6.6 No Governmental  Review. The Investor understands that no United States
federal  or state  agency or any other  government  or  governmental  agency has
passed on or made any  recommendation  or  endorsement  of the Securities or the
fairness  or  suitability  of the  investment  in the  Securities  nor have such
authorities  passed  upon  or  endorsed  the  merits  of  the  offering  of  the
Securities.

     6.7  Validity;   Enforcement;   No  Conflicts.   This  Agreement  and  each
Transaction Document to which the Investor is a party have been duly and validly
authorized,  executed  and  delivered  on  behalf  of  the  Investor  and  shall
constitute the legal, valid and binding obligations of the Investor  enforceable
against the Investor in accordance with their respective  terms,  except as such
enforceability  may be limited by general  principles of equity or to applicable
bankruptcy,  insolvency,  reorganization,   moratorium,  liquidation  and  other
similar laws relating to, or affecting generally,  the enforcement of applicable
creditors' rights and remedies.  The execution,  delivery and performance by the
Investor of this Agreement and each  Transaction  Document to which the Investor
is a party and the consummation by the Investor of the transactions contemplated
hereby and  thereby  will not (i) result in a  violation  of the  organizational
documents of the Investor or (ii) conflict  with, or constitute a default (or an
event which with notice or lapse of time or both would become a default)  under,
or  give to  others  any  rights  of  termination,  amendment,  acceleration  or
cancellation of, any agreement, indenture or instrument to which the Investor is
a party,  or (iii) result in a violation of any law,  rule,  regulation,  order,
judgment or decree  (including  federal and state securities or "Blue Sky" laws)
applicable  to the Investor,  except in the case of clause (ii) above,  for such
conflicts, defaults or rights which would not, individually or in the aggregate,
reasonably be expected to have a material  adverse  effect on the ability of the
Investor to perform its obligations hereunder.

     6.8 Organization and Standing.  The Investor is a limited liability company
duly  organized,  validly  existing and in good  standing  under the laws of the
State of New York.

     6.9 Brokers or Finders.  The Investor represents and warrants,  to the best
of its knowledge,  that no finder,  broker,  agent,  financial  advisor or other
intermediary,  nor any purchaser representative or any broker-dealer acting as a
broker,  is entitled to any  compensation  in connection  with the  transactions
contemplated by this Agreement or the transactions contemplated hereby.

     6.10  Ability to  Perform.  There are no  actions,  suits,  proceedings  or
investigations pending against Investor or Investor's assets before any court or
governmental  agency (nor is there any threat thereof) which would impair in any
way  Investor's  ability to enter into and fully  perform  its  commitments  and
obligations under this Agreement or the transactions contemplated hereby.

                                       18
<PAGE>
     7. Use of Proceeds. The Investor acknowledges that the Company will use the
proceeds  received from the purchase of the Notes for,  among other things,  (i)
costs and  expenses  relating to the sale of the Notes to the  Investor and (ii)
general working capital purposes.

     8. Rule 144  Availability;  Public  Information.  At all times  during  the
period  commencing on the six (6) month  anniversary of the Initial Closing Date
and  ending at such  time that all of the  Securities  can be sold  without  the
requirement  to be in  compliance  with  Rule  144(c)(1)  under the 1933 Act and
otherwise without  restriction or limitation pursuant to Rule 144 under the 1933
Act,  the  Company  shall  use  its  reasonable   best  efforts  to  ensure  the
availability  of Rule 144 under the 1933 Act to the Investor  with regard to the
Conversion Shares,  including compliance with Rule 144(c)(1) under the 1933 Act.
If,  (i) at any  time  during  the  period  commencing  from  the six (6)  month
anniversary of the Initial  Closing Date and ending on the first  anniversary of
the  Additional  Closing Date,  the Company shall fail for any reason to satisfy
the current public information  requirement under Rule 144(c) under the 1933 Act
(a "PUBLIC  INFORMATION  FAILURE"),  or (ii) the Company shall fail to take such
action as is reasonably requested by the Investor to enable the Investor to sell
the  Conversion  Shares  pursuant  to Rule 144  under  the 1933 Act  (including,
without limitation,  delivering all such legal opinions, consents, certificates,
resolutions  and  instructions  to  the  Company's  transfer  agent  as  may  be
reasonably  requested  from time to time by the  Investor  and  otherwise  fully
cooperate with Investor and Investor's  broker to effect such sale of securities
pursuant to Rule 144 under the 1933 Act),  then,  in either case, in addition to
the Investor's other available remedies, the Company shall pay to a Investor, in
cash, as liquidated damages and not as a penalty, by reason of any such delay in
or reduction of its ability to sell the  Securities,  an amount in cash equal to
two percent (2.0%) of the aggregate Purchase Price of the Investor's  Securities
on the day of a Public  Information  Failure or Process Failure,  as applicable,
and on every  thirtieth  (30th) day (pro rated for  periods  totaling  less than
thirty days)  thereafter  until (a) in the case of a Process  Failure,  the date
such  Process  Failure  is  cured,  or (b) in the case of a  Public  Information
Failure,  the earlier of (1) the date such Public  Information  Failure is cured
and (b) such time that such public  information  is no longer  required  for the
Investor to transfer the Conversion  Shares  pursuant to Rule 144 under the 1933
Act.  The  payments to which the  Investor  shall be  entitled  pursuant to this
Section  8 are  referred  to herein as "RULE  144  FAILURE  PAYMENTS."  Rule 144
Failure  Payments  shall  be paid on the  earlier  of (i)  the  last  day of the
calendar month during which such Rule 144 Failure Payments are incurred and (ii)
the third (3rd)  Trading Day after the event or failure  giving rise to the Rule
144 Failure Payments is cured.

     9.  Indemnification.  The  Company  agrees  to  indemnify,  hold  harmless,
reimburse  and  defend  the  Investor,  and  its  officers,  directors,  agents,
affiliates,  members,  managers,  control persons,  and principal  shareholders,
against  any  claim,  cost,  expense,  liability,  obligation,  loss  or  damage
(including reasonable legal fees) of any nature, incurred by or imposed upon the
Investor or any such person  which  results,  arises out of or is based upon (i)
any material  misrepresentation  by Company or breach of any  representation  or
warranty by Company in this  Agreement or in any exhibits or schedules  attached
hereto,  or  other  agreement  delivered  pursuant  hereto;  or (ii)  after  any
applicable  notice and/or cure periods,  any breach or default in performance by
the  Company of any  covenant  or  undertaking  to be  performed  by the Company
hereunder,  or any other agreement  entered into by the Company and the Investor
relating hereto.  Notwithstanding  anything herein to the contrary,  in no event
shall the Company be liable to the Investor (in the aggregate) for more than the
Purchase Price paid by the Investor.

                                       19
<PAGE>
     10. Miscellaneous

     10.1 Successors and Assigns. Except as otherwise provided herein, the terms
and  conditions of this  Agreement  shall inure to the benefit of and be binding
upon the respective successors and assigns of the parties (including transferees
of the Securities).  Nothing in this Agreement,  express or implied, is intended
to confer  upon any party,  other than the  parties  hereto or their  respective
successors and assigns, any rights,  remedies,  obligations or liabilities under
or by reason of this Agreement, except as expressly provided in this Agreement.

     10.2 Governing Law; Jurisdiction;  Jury Trial. All questions concerning the
construction,  validity,  enforcement and interpretation of this Agreement shall
be governed by the internal laws of the State of Illinois, without giving effect
to any choice of law or conflict of law  provision or rule (whether of the State
of Illinois or any other  jurisdictions) that would cause the application of the
laws of any jurisdictions  other than the State of Illinois.  The Company hereby
irrevocably  submits  to the  exclusive  jurisdiction  of the state and  federal
courts  sitting  in  Chicago,  Illinois,  for the  adjudication  of any  dispute
hereunder or in connection herewith or with any transaction  contemplated hereby
or discussed herein, and hereby irrevocably  waives, and agrees not to assert in
any suit, action or proceeding,  any claim that it is not personally  subject to
the  jurisdiction  of any such court,  that such suit,  action or  proceeding is
brought  in an  inconvenient  forum or that the  venue of such  suit,  action or
proceeding is improper. Each party hereby irrevocably waives personal service of
process  and  consents  to  process  being  served in any such  suit,  action or
proceeding  by  mailing a copy  thereof to such  party at the  address  for such
notices to it under this Agreement and agrees that such service shall constitute
good and sufficient  service of process and notice  thereof.  Nothing  contained
herein  shall be deemed to limit in any way any  right to serve  process  in any
manner permitted by law. EACH PARTY HEREBY  IRREVOCABLY  WAIVES ANY RIGHT IT MAY
HAVE,  AND  AGREES NOT TO  REQUEST,  A JURY  TRIAL FOR THE  ADJUDICATION  OF ANY
DISPUTE  HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY
TRANSACTION CONTEMPLATED HEREBY.

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

     10.4  Notices.  All notices  required or  permitted  hereunder  shall be in
writing and shall be deemed effectively given: (a) upon personal delivery to the
party to be  notified,  (b) when sent by  confirmed  telex or  facsimile if sent
during normal business hours of the recipient;  if not, then on the next Trading
Day, (c) five (5) Trading Days after having been sent by registered or certified
mail,  return  receipt  requested,  postage  prepaid,  or (d) one (1) day  after
deposit with a nationally  recognized  overnight  courier,  specifying  next day
delivery, with written verification of receipt. All communications shall be sent
to (a) in the case of the Company,  to Stevia Corp., 7117 US 31 S, Indianapolis,
Indiana 46227, Telephone Number (888) 250-2566, Fax: (317) 536-3222,  Attention:
George Blankenbaker, President, or (b) in the case of the Investor, to Nomis Bay
Ltd., a Bermuda company,  Pennboss Building, 50 Parliament Street, Hamilton HM12
Bermuda,  Telephone Number: (441) 295-3200,  Attention: James Keyes, with a copy
(which  shall not  constitute  notice) to  Greenberg  Traurig,  LLP, The MetLife
Building,  200 Park Avenue,  New York,  New York 10166,  Telephone  Number (212)
801-9200, Fax: (212) 801-6400, Attention: Anthony J. Marsico, Esq.

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<PAGE>
     10.5 Finder's Fees.  Except for the Placement Agent Fees (as defined below)
payable to Garden State Securities, each party represents that it neither is nor
will be obligated for any finders' fee or  commission  in  connection  with this
transaction.  The Company  shall  indemnify and hold harmless each Investor from
any liability for any commission or compensation in the nature of a finders' fee
(and the costs and  expenses of  defending  against  such  liability or asserted
liability)  for  which  the  Company  or  any  of  its  officers,  employees  or
representatives is responsible.

     10.6 Amendments and Waivers.  No provision of this Agreement may be amended
other than by a written  instrument  signed by both parties hereto. No provision
of this Agreement may be waived other than in a written instrument signed by the
party against whom enforcement of such waiver is sought.  No failure or delay in
the  exercise of any power,  right or  privilege  hereunder  shall  operate as a
waiver  thereof,  nor shall any single or partial  exercise  of any such  power,
right or privilege  preclude other or further  exercises thereof or of any other
right, power or privilege.

     10.7 Severability.  If one or more provisions of this Agreement are held to
be  unenforceable  under  applicable  law, such provision shall be excluded from
this Agreement and the balance of the Agreement  shall be interpreted as if such
provision  were so excluded  and shall be  enforceable  in  accordance  with its
terms.

     10.8 Entire Agreement.  This Agreement and the documents referred to herein
constitute the entire  agreement  among the parties and no party shall be liable
or bound to any other party in any manner by any warranties,  representations or
covenants except as specifically set forth herein or therein.

     10.9  Counterparts.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

     10.10 Interpretation. Unless the context of this Agreement clearly requires
otherwise,  (a) references to the plural include the singular,  the singular the
plural,  the part the whole,  (b)  references to any gender include all genders,
(c) "including" has the inclusive meaning frequently  identified with the phrase
"but not limited to" and (d)  references to  "hereunder"  or "herein"  relate to
this Agreement.

     10.11  Remedies.  In  addition to being  entitled  to  exercise  all rights
provided herein or granted by law, including  recovery of damages,  the Investor
and the Company will be entitled to specific  performance  under the Transaction
Documents.  The  parties  agree  that  monetary  damages  may  not  be  adequate
compensation  for any loss  incurred  by  reason of any  breach  of  obligations
contained  in the  Transaction  Documents  and hereby  agree to waive and not to
assert in any action for specific performance of any such obligation the defense
that a remedy at law would be adequate.

     10.12 Fees and  Expenses.  Each party shall bear its own fees and  expenses
related to the transactions contemplated by the Transaction Documents; provided,
however,  that (i) $40,000 shall be withheld by the Investor from its applicable
Initial  Purchase  Price  at  the  Initial  Closing  as  a  non-accountable  and
non-refundable  document  preparation  fee (the "DOCUMENT  PREPARATION  FEE") in

                                       21
<PAGE>
connection  with the  preparation,  negotiation,  execution  and delivery of the
Transaction  Documents and legal due diligence of the Company, and shall be paid
directly to the Investor's  counsel on the Initial Closing Date by wire transfer
of immediately  available funds;  (ii) $20,400 shall be withheld by the Investor
from its applicable  Initial  Purchase Price at the Initial Closing and shall be
paid  directly  to Garden  State  Securities  by wire  transfer  of  immediately
available  funds on the  Initial  Closing  Date for its  services  in  acting as
placement agent in connection with the  transaction;  and (iii) $36,000 shall be
withheld by the Investor from its  applicable  Additional  Purchase Price at the
Additional Closing and shall be paid directly to Garden State Securities by wire
transfer of immediately  available funds on the Additional  Closing Date for its
services in acting as placement agent in connection  with the  transaction  (all
such  fees paid to  Garden  State  Securities  collectively  referred  to as the
"PLACEMENT AGENT FEES").  For the avoidance of doubt,  the Document  Preparation
Fee  and  the  Placement   Agent  Fees  (and  any  portion   thereof)  shall  be
non-refundable  when  paid.  The  Company  shall  pay all  transfer  agent  fees
(including, without limitation, any fees required for same-day processing of any
instruction  letter  delivered  by the  Company and any  conversion  or exercise
notice  delivered by a Investor),  stamp taxes and other taxes and duties levied
in connection with the delivery of any Securities to the Investor.

     11. Additional Defined Terms. In addition to the terms defined elsewhere in
this  Agreement,  the Notes,  the following terms have the meanings set forth in
this Section 11:

     11.1 "1934 ACT" means the Securities Exchange Act of 1934, as amended,  and
the rules and regulations promulgated thereunder.

     11.2   "COMMISSION"   means  the  United  States  Securities  and  Exchange
Commission.

     11.3 "COMMON STOCK  EQUIVALENTS" means any securities of the Company or the
Subsidiaries  which  would  entitle  the  holder  thereof to acquire at any time
Common Stock, including, without limitation, any Convertible Security, Option or
other  instrument  that  is at any  time  convertible  into  or  exercisable  or
exchangeable  for, or otherwise  entitles the holder thereof to receive,  Common
Stock.

     11.4  "EFFECTIVE  DATE"  means  the  date  that  the  Initial  Registration
Statement (as defined in the  Registration  Rights  Agreement) filed pursuant to
the Registration Rights Agreement has been declared effective by the Commission.

     11.5 "ADDITIONAL NOTE CONDITIONS"  means: (i) all the Conversion Shares may
be issued in full  without  violating  the rules or  regulations  of the Trading
Market on which the Common Stock is then listed or designated  for quotation (as
applicable);  (ii) no public  announcement  of a pending,  proposed  or intended
Fundamental  Transaction  shall  have  occurred  which  has not been  abandoned,
terminated or consummated; (iii) the Company shall have no knowledge of any fact
that would reasonably be expected to cause any Registration  Statement  required
to be filed pursuant to the Registration Rights Agreement to not be effective or
the  prospectus  contained  therein to not be available for the resale of all of
the  Registrable  Securities  in accordance  with the terms of the  Registration
Rights Agreement;  (iv) the Investor shall not be in possession of any material,
non-public  information  provided  to any of  them  by the  Company,  any of its
affiliates  or any of their  respective  employees,  officers,  representatives,

                                       22
<PAGE>
agents or the like;  and (v) there  shall not have  occurred an Event of Default
(as  defined in the  Initial  Note) or an event that with the passage of time or
giving of notice would constitute an Event of Default (as defined in the Initial
Note).

     11.6 "EQUITY  CONDITIONS  FAILURE"  means that on any day during the period
commencing on the Additional  Closing Notice Date through the Additional Closing
Date, the Equity Conditions have not been satisfied (or waived in writing by the
Investor).

     11.7 "LIENS" means a lien, charge pledge,  security interest,  encumbrance,
right of first refusal, preemptive right or other restriction.

     11.8 "MATERIAL  ADVERSE EFFECT" means (i) a material  adverse effect on the
legality,  validity  or  enforceability  of  any  Transaction  Document,  (ii) a
material  adverse  effect  on  the  results  of  operations,  assets,  business,
prospects  or  condition  (financial  or  otherwise)  of  the  Company  and  the
Subsidiaries,  taken  as a whole,  or (iii) a  material  adverse  effect  on the
Company's  ability  to  perform in any  material  respect on a timely  basis its
obligations under any Transaction Document.

     11.9  "REGISTRABLE  SECURITIES"  shall  have the  meaning  set forth in the
Registration Rights Agreement.

     11.10  "SHORT  SALES"  shall  mean  "short  sales" as  defined  in Rule 200
promulgated under Regulation SHO under the 1934 Act.

     11.11  "TRADING  DAY" means any day on which the Common  Stock is traded on
the Trading  Market,  provided  that  "TRADING DAY" shall not include any day on
which the Common Stock is scheduled to trade on the Trading Market for less than
4.5 hours or any day that the Common Stock is suspended  from trading during the
final hour of trading on the Trading  Market (or if the Trading  Market does not
designate  in advance the closing  time of trading on the Trading  Market,  then
during the hour ending at 4:00:00  p.m.,  New York City time) unless such day is
otherwise designated as a Trading Day in writing by the Investor.

     11.12 "TRADING  MARKET" means any of the following  markets or exchanges on
which the Common  Stock is listed or quoted for trading on the date in question:
the OTC Bulletin  Board,  The NASDAQ  Global  Market,  The NASDAQ  Global Select
Market, The NASDAQ Capital Market,  the New York Stock Exchange,  NYSE Arca, the
NYSE MKT,  or the OTCQX  Marketplace  or the OTCQB  Marketplace  operated by OTC
Markets Group Inc. (or any successor to any of the foregoing).

     11.13 "VWAP" means the volume  weighted  average price (the aggregate sales
price of all trades of Common  Stock  during a Trading  Day divided by the total
number of shares of Common Stock  traded  during such Trading Day) of the Common
Stock during a Trading Day as reported by Bloomberg L.P. using the AQR function.


                       [SIGNATURES ON THE FOLLOWING PAGE]

                                       23
<PAGE>
     IN WITNESS  WHEREOF,  the parties  have caused  this  Agreement  to be duly
executed and delivered as of the date provided above.

                                 THE COMPANY

                                 STEVIA CORP.

                                 By:
                                    --------------------------------------------
                                    Name:
                                    Title:

                                       24
<PAGE>
     IN WITNESS  WHEREOF,  the parties  have caused  this  Agreement  to be duly
executed and delivered as of the date provided above.

                                 THE INVESTOR:

                                 NOMIS BAY LTD.

                                 By:
                                    --------------------------------------------
                                    Name:
                                    Title:


                                       25