This REGISTRATION RIGHTS AGREEMENT is made and entered into as
of March 28, 2001, by and among DIRECTRIX, INC., a Delaware corporation (the
"Company") and the person whose names and addresses appear on attached Schedule
A (collectively, the "Holders").

                  The Holders are the beneficial owner of certain Registrable
Securities (as defined below) issued by the Company. The Company and the Holders
deem it to be in their respective best interests to set forth the rights of the
Holders in connection with public offerings and sales of the Registrable
Securities.

                  NOW, THEREFORE, in consideration of the premises and mutual
covenants and obligations hereinafter set forth, the Company and the Holders,
intending legally to be bound, hereby agree as follows.

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

                  "Affiliate" of any person means any other person who either
directly or indirectly is in control of, is controlled by, or is under common
control with such person.

                  "Business Day" shall mean any Monday, Tuesday, Wednesday,
Thursday or Friday that is not a day on which banking institutions in the City
of New York are authorized by law, regulation or executive order to close.

                  "Common Stock" shall mean the common stock, par value $0.01
per share, of the Company.

                  "Debentures" shall mean the Subordinated Convertible
Debentures issued by the Company to the Holders.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended (or any similar successor federal statute), and the rules and
regulations thereunder, as the same are in effect from time to time.

                  "Hold-Back Election" shall have the meaning set forth in
Section 5(a) hereof.

                  "Holder" shall mean any Person that owns Registrable
Securities, including such successors and assigns as acquire Registrable
Securities, directly or indirectly, from such Person. For purposes of this
Agreement, the Company may deem the registered holder of a Registrable Security
as the Holder thereof.

                  "Person" shall mean an individual, partnership, corporation,
limited liability company, joint venture trust or unincorporated organization, a
government or agency or political subdivision thereof or any other entity.

                  "Piggyback Registration" shall have the meaning set forth in
Section 4 hereof.

                  "PIK Shares" shall mean the shares of Common Stock of the
Company issued at the Company's election in lieu of interest accrued on the
Debentures.

                  "Prospectus" shall mean the prospectus included in any
Registration Statement, as amended or supplemented by a prospectus supplement
with respect to the terms of the offering of any portion of the Registrable
Securities covered by such Registration Statement and by all other amendments
and supplements to the prospectus, including post-effective amendments and all
material incorporated by reference in such prospectus.

                  "Registrable Securities" shall mean the Common Stock issued to
the Holders upon conversion of the Debentures, the PIK Shares and any other
securities issued or issuable as a result of or in connection with any stock
dividend, stock split or reverse stock split, combination, recapitalization,
reclassification, merger or consolidation, exchange or distribution in respect
of such Common Stock.

                  "Registration Expenses" shall have the definition set forth in
Section 6 hereof.

                  "Registration Statement" shall mean any registration statement
which covers any of the Registrable Securities pursuant to the provisions of
this Agreement, including the Prospectus included therein, all amendments and
supplements to such Registration Statement, including post-effective amendments,
all exhibits and all material incorporated by reference in such Registration
Statement.

                  "Restricted Securities" shall have the meaning set forth in
Section 2 hereof.

                  "Rule 144" shall mean Rule 144 promulgated under the
Securities Act, as amended from time to time, or any similar successor rule
thereto that may be promulgated by the SEC.

                  "Rule 415" shall mean Rule 415 promulgated under the
Securities Act, as amended from time to time, or any similar successor rule
thereto that may be promulgated by the SEC.

                  "Rule 903" shall mean Rule 903 promulgated under the
Securities Act, as amended from time to time, or any similar successor rule
thereto that may be promulgated by the SEC.

                  "Rule 904" shall mean Rule 904 promulgated under the
Securities Act, as amended from time to time, or any similar successor rule
thereto that may be promulgated by the SEC.

                  "SEC" or the "Commission" shall mean the Securities and
Exchange Commission, or any other federal agency at the time administering the
Securities Act.

                  "Securities Act" shall mean the Securities Act of 1933, as
amended (or any similar successor federal statute), and the rules and
regulations thereunder, as the same are in effect from time to time.

                  "Underwritten Offering" shall mean a registered offering in
which securities of the Company are sold to an underwriter for reoffering to the
public.

                  Section 2.  Securities Subject to this Agreement. The
securities entitled to the benefits of this Agreement are the Registrable
Securities but, with respect to any particular Registrable Security, only so
long as such security continues to be a Restricted Security. A Registrable
Security that has ceased to be a Registrable Security cannot thereafter become a
Registrable Security. As used herein, a "Restricted Security" is a Registrable
Security which has not been effectively registered under the Securities Act and
distributed in accordance with an effective Registration Statement and which has
not been distributed by a Holder pursuant to Rule 144, Rule 903 or Rule 904,
unless, in the case of a Registrable Security distributed pursuant to Rule 903
or 904, any applicable restricted period has not expired or the SEC or its staff
has taken the position in a published release, ruling or no-action letter that
securities distributed under Rule 903 or 904 are ineligible for resale in the
United States under Section 4(1) of the Securities Act notwithstanding
expiration of the applicable restricted period.

                  Section 3.  Registration following Fiscal Year End March 31,
2001 Audit.

                  (a) Automatic Registration. Promptly following the completion
of the audit of the Company's financial statements for the fiscal year ended
March 31, 2001, the Company will use its best efforts to effect, as
expeditiously as possible, the registration (the "Automatic Registration") under
the Securities Act of the Registrable Securities.

                  (b) Effectiveness of Registration Statement.  The Company
agrees to use its best efforts to cause the Registration Statement relating to
the Automatic Registration to become effective as promptly as practicable
following the demand therefor and keep thereafter such Registration Statements
effective continuously for the period specified in the next succeeding sentence.
The Company will use its best efforts pursuant to this Section to keep a
Registration Statement continuously effective (except as otherwise permitted
under this Agreement) for a period ending on the earliest of (A) the date which
is 180 days after, or, as to a Shelf Registration Statement, the second
anniversary of, the effective date of such Registration Statement, (B) the date
on which all Registrable Securities covered by such Registration Statement have
been sold and the distribution contemplated thereby has been completed and (C)
the date on which the Holders may sell all of the Registrable Securities covered
by such Registration Statement without restriction pursuant to Rule 144
promulgated under the Securities Act, unless the Registration Statement relates
to an underwritten public offering of not less than 50% of the original number
of shares of Common Stock issuable upon conversion of the Debentures (calculated
as if the Debentures had been converted on the date hereof).

                  (c) Inclusion of Other Securities. The Company and any other
holder of the Company's securities who has registration rights may include its
securities in any registration effected pursuant to Section 3; provided,
however, that if the managing underwriter or underwriters of a proposed
Underwritten Offering contemplated thereby advise the holder or holders of
securities to be included in such offering in writing that the total amount or
kind of securities which the Company or any such other holder intends to include
in such proposed public offering is such as would, in the judgment of the
managing underwriter or underwriters, materially adversely affect the success of
the proposed public offering requested by the Holders, then the amount or kind
of securities to be offered for the account of the Company or any such other
holder shall be reduced to the extent necessary to reduce the total amount or
kind of securities to be included in such proposed public offering to the amount
or kind recommended by such managing underwriter or underwriters.

                  (d) Deferral of Filing. The Company may defer the filing (but
not the preparation) of a Registration Statement required by Section 3(a) until
a date not later than 90 days after the proposed filing date (or, if longer, 120
days after the effective date of the registration statement contemplated by
clause (ii) below) if (i) the Company or any of its subsidiaries is engaged in
confidential negotiations or other confidential business activities, disclosure
of which would be required in such Registration Statement (but would not be
required if such Registration Statement were not filed) and the Board of
Directors of the Company determines in good faith that such disclosure would be
materially detrimental to the Company and its stockholders or (ii) the Board of
Directors of the Company had determined to effect a registered underwritten
public offering of the Company's securities for the Company's account and the
Company had taken substantial steps (including, but not limited to, selecting a
managing underwriter for such offering) and is proceeding with reasonable
diligence to effect such offering and the Board of Directors of the Company
determines in good faith that the filing of a Registration Statement pursuant to
Section 3(a), in light of the intended method of distribution, would materially
adversely affect such offering. A deferral of the filing of a Registration
Statement pursuant to this Section 3(d) shall be lifted and the requested
Registration Statement shall be filed forthwith if, in the case of a deferral
pursuant to clause (i) of the preceding sentence, the negotiations or other
activities are disclosed or terminated, or, in the case of a deferral pursuant
to clause (ii) of the preceding sentence, the proposed registration for the
Company's account is abandoned. In order to defer the filing of a Registration
Statement pursuant to this Section 3(d), the Company shall promptly (but in any
event within ten days), upon determining to seek such deferral, deliver to the
Holders, written notice stating that the Company is deferring such filing
pursuant to this Section 3(e) and a general statement of the reason for such
deferral and an approximation of the anticipated delay.

                  Section 4.  Piggyback Registration.  If, on or prior to
March    , 2003, the Company at any time proposes to file a registration
statement with respect to any class of equity securities, whether for its own
account (other than in connection with a registration statement on Form S-4 or
S-8 (or any successor or substantially similar form), or (A) an employee stock
option, stock purchase or compensation plan or of securities issued or issuable
pursuant to any such plan, or (B) a dividend reinvestment plan) or for the
account of a holder of securities of the Company pursuant to demand registration
rights granted by the Company (a "Requesting Securityholder"), other than for
the registration of securities for sale on a continuous or delayed basis
pursuant to Rule 415, then the Company shall in each case give written notice of
such proposed filing to all Holders of Registrable Securities at least fifteen
(15) days before the anticipated filing date of any such registration statement
by the Company, and such notice shall offer to all Holders the opportunity to
have any or all of the Registrable Securities held by such Holders included in
such registration statement (each, a "Piggyback Registration"). Each Holder of
Registrable Securities desiring to have its Registrable Securities registered
under this Section 4 shall so advise the Company in writing within ten (10) days
after the date of receipt of such notice (which request shall set forth the
amount of Registrable Securities for which registration is requested), and the
Company shall use its best reasonable efforts to include in such Registration
Statement all such Registrable Securities so requested to be included therein.
Notwithstanding the foregoing, if the managing underwriter or underwriters of
any such proposed public offering advises the Company in writing that the total
amount or kind of securities which the Holders of Registrable Securities, the
Company and any other persons or entities intended to be included in such
proposed public offering is sufficiently large to adversely affect the success
of such proposed public offering, then the amount or kind of securities to be
offered for the accounts of Holders of Registrable Securities shall be reduced
pro rata, together with the amount or kind of securities to be offered for the
accounts of any other persons requesting registration of securities pursuant to
rights similar to the rights of Holders under this Section 4, to the extent
necessary to reduce the total amount or kind of securities to be included in
such proposed public offering to the amount or kind recommended by such managing
underwriter or underwriters before the securities offered by the Company or any
Requesting Securityholder are so reduced. Anything to the contrary in this
Agreement notwithstanding, the Company may withdraw or postpone a Registration
Statement referred to herein at any time before it becomes effective or
withdraw, postpone or terminate the offering after it becomes effective without
obligation to the Holder or Holders of the Registrable Securities.

                  Section 5.  Holdback Agreements.

                  (a)  Hold-Back Election. In the case of the registration of
any underwritten primary offering initiated by the Company (other than any
registration by the Company on Form S-4 or Form S-8 (or any successor or
substantially similar form), or of (A) an employee stock option, stock purchase
or compensation plan or of securities issued or issuable pursuant to any such
plan, or (B) a dividend reinvestment plan or any underwritten secondary offering
initiated at the request of a holder of securities of the Company pursuant to
registration rights granted by the Company, each Holder agrees not to effect any
public sale or distribution of securities of the Company except as part of such
underwritten registration, during the period beginning fifteen (15) days prior
to the closing date of such underwritten offering and during the period ending
on ninety (90) days after such closing date (or such longer period as may be
reasonably requested by the Company or by the managing underwriter or
underwriters).

                  (b)  Limitation on Registration Rights. Anything to the
contrary contained in this Agreement notwithstanding, when in the reasonable
opinion of counsel for the Company (which counsel shall be experienced in
securities law matters), registration of the Registrable Securities is not
required by the Securities Act and other applicable securities laws, in
connection with a proposed sale of such Registrable Securities, the Company
shall have no obligation to pursue the Automatic Registration pursuant to
Section 3 and/or the Holder shall have no rights to request a Piggyback
Registration pursuant to Section 4 in connection with such proposed sale and the
Company shall promptly provide to the transfer agent and the Holder's broker in
connection with any sale transaction an opinion to the effect set forth above.

                  Section 6.  Registration Expenses. All expenses incident to
the Company's performance of or compliance with this Agreement, including
without limitation all registration and filing fees, fees and expenses of
compliance with securities or blue sky laws (including reasonable fees and
disbursements of counsel in connection with blue sky qualifications or
registrations (or the obtaining of exemptions therefrom) of the Registrable
Securities), printing expenses (including expenses of printing Prospectuses),
messenger and delivery expenses, internal expenses (including, without
limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), fees and disbursements of its counsel and its
independent certified public accountants, securities acts liability insurance
(if the Company elects to obtain such insurance), fees and expenses of any
special experts retained by the Company in connection with any registration
hereunder and fees and expenses of other Persons retained by the Company (all
such expenses being referred to as "Registration Expenses"), shall be borne by
the Company); provided, that Registration Expenses shall not include any fees
and expenses of counsel for the Holders, the expenses of any special audit or
accounting review (other than a review or audit of the Company's year-end
financial statements), out-of-pocket expenses incurred by the Holders and
underwriting discounts, commissions or fees attributable to the sale of the
Registrable Securities.

                  Section 7.  Indemnification.

                  (a)  Indemnification by the Company. The Company agrees to
indemnify and hold harmless, to the full extent permitted by law, but without
duplication, each Holder of Registrable Securities, its officers, directors,
employees, partners, principals, equity holders, managed or advised accounts,
advisors and agents, and each Person who controls such Holder (within the
meaning of the Securities Act), against all losses, claims, damages, liabilities
and expenses (including reasonable costs of investigation and reasonable legal
fees and expenses) resulting from any untrue statement of a material fact in, or
any omission of a material fact required to be stated in, any Registration
Statement or Prospectus or necessary to make the statements therein (in the case
of a Prospectus in light of the circumstances under which they were made) not
misleading, except insofar as the same are caused by or contained in any
information furnished in writing to the Company by any Holder or any
underwriters expressly for use therein. The Company will also indemnify
underwriters participating in the distribution, their officers, directors,
employees, partners and agents, and each Person who controls such underwriters
(within the meaning of the Securities Act), to the same extent as provided above
with respect to the indemnification of the Holders of Registrable Securities, if
so requested.

                  (b)  Indemnification by Holders of Registrable Securities. In
connection with any Registration Statement in which a Holder of Registrable
Securities is participating, each such Holder will furnish to the Company in
writing such information and affidavits as the Company reasonably requests for
use in connection with any such Registration Statement or Prospectus and agrees
to indemnify and hold harmless, to the full extent permitted by law, but without
duplication, the Company, its officers, directors, shareholders, employees,
advisors and agents, and each Person who controls the Company (within the
meaning of the Securities Act) against any losses, claims, damages, liabilities
and expenses resulting from any untrue statement of material fact in, or any
omission of a material fact required to be stated in, the Registration Statement
or Prospectus or necessary to make the statements therein (in the case of a
Prospectus in light of the circumstances under which they were made) not
misleading, to the extent, but only to the extent, that such untrue statement or
omission is contained in any information or affidavit so furnished in writing by
such Holder to the Company specifically for inclusion therein. The liability of
each Holder under this Section 7(b) shall be limited to an amount equal to the
proceeds received by such Holder from the sale of any Registrable Securities
covered by such Registration Statement or Prospectus. The Company and the other
persons described above shall be entitled to receive indemnities from
underwriters participating in the distribution, to the same extent as provided
above with respect to information so furnished in writing by such Persons
specifically for inclusion in any Prospectus or Registration Statement.

                  (c)  Conduct of Indemnification Proceedings. Any Person
entitled to indemnification hereunder will (i) give prompt notice to the
indemnifying party of any claim with respect to which it seeks indemnification
and (ii) permit such indemnifying party to assume the defense of such claim with
counsel of such indemnifying party's choice; provided, however, that any Person
entitled to indemnification hereunder shall have the right to employ separate
counsel and to participate in the defense of such claim, but the fees and
expenses of such counsel shall be at the expense of such indemnified Person
unless (A) the indemnifying party shall have failed to assume the defense of
such claim and employ counsel reasonably satisfactory to the indemnified party
in a timely manner or (B) in the reasonable judgment of any such Person, based
upon a written opinion of its counsel, a conflict of interest may exist between
such person and the indemnifying party with respect to such claims (in which
case, if the Person notifies the indemnifying party in writing that such Person
elects to employ separate counsel at the expense of the indemnifying party, the
indemnifying party shall not have the right to assume the defense of such claim
on behalf of such person). The indemnifying party will not be subject to any
liability for any settlement made without its consent. No indemnified party will
be required to consent to entry of any judgment or enter into any settlement
which does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such indemnified party of a release from all liability
in respect of such claim or litigation. An indemnifying party who is not
entitled to, or elects not to, assume the defense of the claim will not be
obligated to pay the fees and expenses of more than one counsel for all parties
indemnified by such indemnifying party with respect to such claim.

                  (d)  Contribution. If for any reason the indemnification
provided for in Section 7(a) or Section 7(b) is unavailable to an indemnified
party or insufficient to hold it harmless as contemplated by Section 7(a) and
Section 7(b), then the indemnifying party shall contribute to the amount paid or
payable by the indemnified party as a result of such loss, claim, damage or
liability in such proportion as is appropriate to reflect not only the relative
benefits received by the indemnifying party and the indemnified party, but also
the relative fault of the indemnifying party and the indemnified party, as well
as any other relevant equitable considerations. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentations.

                  Section 8.  Participation in Underwritten Registrations. No
Person may participate in any Underwritten Offering hereunder unless such Person
(i) agrees to sell such Person's Registrable Securities on the basis provided in
any underwriting arrangements approved by the Persons entitled hereunder to
approve such arrangements and (ii) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
required under the terms of such underwriting arrangements. Nothing in this
Section 8 shall be construed to create any additional rights regarding the
registration of Registrable Securities in any Person otherwise than as set forth
herein.

                  Section 9.  Amendments and Waivers. The provisions of this
Agreement, including the provisions of this Section 9, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given unless the Company has obtained the written
consent of Holders of a majority of the Registrable Securities (on a Common
Stock equivalent basis) then outstanding. Whenever the consent or approval of
Holders of a specified number of Registrable Securities is required hereunder,
Registrable Securities held by the Company or any of its controlled affiliates
(other than Holders of Registrable Securities if such subsequent Holders are
deemed to be affiliates solely by reason of their holdings of such Registrable
Securities) shall not be counted in determining whether such consent or approval
was given by the Holders of such required number.

                  Section 10.  Rule 144 Reporting. With a view to making
available the benefits of certain rules and regulations of the Commission which
may at any time permit the sale of the Registrable Securities to the public
without registration, during such time as a public market exists for the Common
Stock of the Company, the Company agrees to use its best reasonable efforts to:

                  (a)  Make and keep public information available, as those
terms are understood and defined in Rule 144;

                  (b)  File with the Commission in a timely manner all reports
and other documents required of the Company under the Securities Act and the
Exchange Act (so long as it is subject to such reporting requirements); and

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

                  Section 11. Notices. All notices and other communications
provided for or permitted hereunder shall be made in writing by hand-delivery,
registered first-class mail, telecopier, or air-courier guaranteeing overnight
delivery:

                  (a)  If to a Holder of Registrable Securities, at addresses
set forth on attached Schedule A or such other address given by such Holder to
the Company, in accordance with the provisions of this Section 11.

                  (b)  If to the Company, initially at 236 West 26th Street,
Suite 12W, New York, New York 10001, attention: Chief Executive Officer;
telecopier no. (212) 633-7414; and thereafter at such other address as may be
designated from time to time by notice given in accordance with the provisions
of this Section 11.

                  (c)  All such notices and other communications shall be deemed
to have been delivered and received (i) in the case of personal delivery,
telecopier or telegram, on the date of such delivery, (ii) in the case of air
courier, on the Business Day after the date when sent and (iii) in the case of
mailing, on the third Business Day following such mailing.

                  Section 12.  Successors and Assigns.  This Agreement shall
inure to the benefit of and be binding upon the successors and assigns of each
of the parties hereto, including without limitation and without the need for an
express assignment to subsequent Holders of the Registrable Securities who
cannot freely transfer their shares in the absence of registration under the
Securities Act.

                  Section 13.  Counterparts. This Agreement may be executed in
any number of counterparts and by the parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.

                  Section 14.  Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  Section 15.  Governing Law. THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO THE PRINCIPLES OF THE CONFLICT OF LAWS THEREOF.

                  Section 16.  Jurisdiction; Forum. Each party hereto consents
and submits to the jurisdiction of any state court sitting in the County of New
York or federal court sitting in the Southern District of the State of New York
in connection with any dispute arising out of or relating to this Agreement.
Each party hereto waives any objection to the laying of venue in such courts and
any claim that any such action has been brought in an inconvenient forum. To the
extent permitted by law, any judgment in respect of a dispute arising out of or
relating to this Agreement may be enforced in any other jurisdiction within or
outside the United States by suit on the judgment, a certified copy of such
judgment being conclusive evidence of the fact and amount of such judgment. Each
party hereto agrees that personal service of process may be effected by any of
the means specified in Section 11, addressed to such party. The foregoing shall
not limit the rights of any party to serve process in any other manner permitted
by law.

                  Section 17.  Severability.  In the event that any one or more
of the provisions contained herein, or the application thereof in any
circumstance, is held invalid, illegal or unenforceable, the validity, legality
and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.

                  Section 18.  Entire Agreement.  This Agreement is intended by
the parties as a final expression of their agreement and is intended to be a
complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein. This Agreement
supersedes all prior agreements and understandings between the parties with
respect to such subject matter.

                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.

                                             DIRECTRIX, INC.



                                             By:
                                                --------------------------------
                                                J. Roger Faherty, Chairman & CEO

<PAGE>

                                             HOLDERS



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

                                             Name:------------------------------


                                             If entity


                                             Title:-----------------------------


                                             Entity Name:-----------------------

<PAGE>

                                   Schedule A



                                                               Face Amount of
Name                           Address                          Subordinated
                                                              Convertible Note
-----------------------------  ---------------------------  --------------------
Alberto Antebi                 4900 Woodway, Suite 650,
                               Houston TX                      $  100,000.00
-----------------------------  ---------------------------  --------------------
Eileen A. Kaplan               4 Spinning Wheel Lane,
                               Dix Hills, NY                   $   25,000.00
-----------------------------  ---------------------------  --------------------
Lawrence Kaplan                17 Riverview Terrace,
                               Smithtown, NY 11782             $   50,000.00
-----------------------------  ---------------------------  --------------------
L.B. Partners, L.P.            960 Park Ave., Apt. 10E,
                               New York, NY 10028              $   75,000.00
-----------------------------  ---------------------------  --------------------
Lebow Family Revocable Trust   808 San Ysidro Lane,
                               Santa Barbara, CA 93108         $  100,000.00
-----------------------------  ---------------------------  --------------------
Phil Lifschitz                 7 Tulane drive,
                               Livingston, NJ 07039            $   50,000.00
-----------------------------  ---------------------------  --------------------
Marlin Capital Corp.           11 South LaSalle,
                               Suite 3310,
                               Chicago, IL 60603               $   75,000.00
-----------------------------  ---------------------------  --------------------
Jeffrey A. Schnipper           530 East 76th Street,
                               Apt. 25A,
                               New York, NY 10021              $   25,000.00
-----------------------------  ---------------------------  --------------------