Exhibit 10.3





                          SECURITIES PURCHASE AGREEMENT

     THIS SECURITIES  PURCHASE  AGREEMENT (this  "Agreement"),  dated as of July
___,  2002,  by and among  WHITEMARK  HOMES INC., a Colorado  corporation,  with
headquarters  located at 650 South Central  Avenue - Suite 1000 Oviedo,  Florida
32675 (the  "Company"),  and the  Buyers  listed on  Schedule I attached  hereto
(individually, a "Buyer" or collectively "Buyers").


                                   WITNESSETH:

     WHEREAS,  the Company and the Buyer(s) are  executing and  delivering  this
Agreement in reliance upon an exemption from securities registration pursuant to
Section 4(2) and/or Rule 506 of Regulation D ("Regulation  D") as promulgated by
the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act
of 1933, as amended (the "1933 Act");

     WHEREAS,  the  parties  desire  that,  upon the  terms and  subject  to the
conditions  contained herein,  the Company shall issue and sell to the Buyer(s),
as provided  herein,  and the Buyer(s)  shall  purchase up to Five Hundred Fifty
Thousand  Dollars   ($550,000)  of  convertible   debentures  (the  "Convertible
Debentures"),  which shall be  convertible  into shares of the Company's  common
stock,  par value $0.001 (the "Common  Stock") (as  converted,  the  "Conversion
Shares"),  for a total  purchase  price  of up to Five  Hundred  Fifty  Thousand
Dollars  ($550,000),  (the "Purchase Price") in the respective amounts set forth
opposite each Buyer(s) name on Schedule I ( the "Subscription Amount"); and

     WHEREAS,   contemporaneously  with  the  execution  and  delivery  of  this
Agreement, the parties hereto are executing and delivering a Registration Rights
Agreement  substantially in the form attached hereto as Exhibit A (the "Investor
Registration  Rights  Agreement")  pursuant  to which the  Company has agreed to
provide  certain  registration  rights  under  the  1933 Act and the  rules  and
regulations promulgated there under, and applicable state securities laws; and


     WHEREAS,  the aggregate proceeds of the sale of the Convertible  Debentures
contemplated  hereby shall be held in escrow  pursuant to the terms of an escrow
agreement  substantially in the form of the Escrow Agreement  attached hereto as
Exhibit B.

     NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  and  other
agreements  contained in this Agreement the Company and the Buyer(s)hereby agree
as follows:

1.       PURCHASE AND SALE OF CONVERTIBLE DEBENTURES.

     (a) Purchase of Convertible  Debentures.  Subject to the  satisfaction  (or
waiver)  of the terms and  conditions  of this  Agreement,  each  Buyer  agrees,
severally and not jointly,  to purchase at Closing (as defined herein below) and


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the Company  agrees to sell and issue to each Buyer,  severally and not jointly,
at  Closing,   Convertible   Debentures  in  amounts   corresponding   with  the
Subscription  Amount set forth  opposite each Buyer's name on Schedule I hereto.
Upon execution hereof by a Buyer, the Buyer shall wire transfer the Subscription
Amount set forth  opposite  his name on Schedule I in same-day  funds or a check
payable to Wachovia,  N.A.,  as Escrow  Agent for  Whitemark  Homes  Inc/Cornell
Capital  Partners,  LP ",  which  Subscription  Amount  shall be held in  escrow
pursuant  to the terms of the Escrow  Agreement  (as  hereinafter  defined)  and
disbursed in accordance  therewith.  Notwithstanding the foregoing,  a Buyer may
withdraw his  Subscription  Amount and terminate this Agreement as to such Buyer
at any time after the  execution  hereof and prior to  Closing  (as  hereinafter
defined).

     (b) Closing Date.  The closing of the purchase and sale of the  Convertible
Debentures (the "Closing")  shall take place at 10:00 a.m. Eastern Standard Time
on the fifth (5th)  business day  ("Closing  Date")  following  the date hereof,
subject to  notification  of  satisfaction  (or waiver) of the conditions to the
Closing  set forth in  Sections 6 and 7 below (or such later date as is mutually
agreed to by the Company and the Buyers). The Closing shall occur on the Closing
Date at the offices of Butler Gonzalez,  LLP, 1000 Stuyvesant  Avenue,  Suite 6,
Union, NJ 07083 (or such other place as is mutually agreed to by the Company and
the Buyers).

     (c) Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s)
and pending  Closing,  the  aggregate  proceeds  of the sale of the  Convertible
Debentures to Buyer(s) pursuant hereto,  plus the fees and expenses of the Buyer
and Butler  Gonzalez LLP,  shall be deposited in a  non-interest  bearing escrow
account with Wachovia,  N.A., as escrow agent ("Escrow Agent"),  pursuant to the
terms of an escrow  agreement  between the Company,  the Buyer(s) and the Escrow
Agent in the form attached hereto as Exhibit B (the "Escrow Agreement"). Subject
to the  satisfaction  of the  terms and  conditions  of this  Agreement,  on the
Closing  Date,  (i) the Escrow Agent shall  deliver to the Company in accordance
with  the  terms  of the  Escrow  Agreement  such  aggregate  proceeds  for  the
Convertible  Debentures  to be issued and sold to such  Buyer(s)  at the Closing
minus  the  fees and  expenses  of the  Buyer(s),  Butler  Gonzalez  LLP and the
retainer  of  Kirkpatrick  &  Lockhart  LLP,  by wire  transfer  of  immediately
available funds in accordance with the Company's written wire instructions,  and
(ii) the Company shall deliver to each Buyer,  Convertible Debentures which such
Buyer(s) is  purchasing  in amounts  indicated  opposite  such  Buyer's  name on
Schedule I, duly executed on behalf of the Company.

2.       BUYER'S REPRESENTATIONS AND WARRANTIES.

         Each Buyer represents and warrants, severally and not jointly, that:

     (a) Investment Purpose. Each Buyer is acquiring the Convertible  Debentures
and,  upon  conversion  of  Convertible  Debentures,  the Buyer will acquire the
Conversion Shares then issuable, for its own account for investment only and not
with a view  towards,  or for resale in  connection  with,  the  public  sale or
distribution thereof,  except pursuant to sales registered or exempted under the
1933 Act; provided,  however,  that by making the  representations  herein, such
Buyer  reserves  the right to  dispose of the  Conversion  Shares at any time in
accordance with or pursuant to an effective registration statement covering such
Conversion Shares or an available exemption under the 1933 Act.


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     (b) Accredited Investor Status.  Each Buyer is an "Accredited  Investor" as
that term is defined in Rule 501(a)(3) of Regulation D.

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

     (d) Information.  Each Buyer and its advisors (and his or, its counsel), if
any, have been furnished with all materials  relating to the business,  finances
and operations of the Company and  information  he deemed  material to making an
informed   investment   decision  regarding  his  purchase  of  the  Convertible
Debentures and the Conversion  Shares,  which have been requested by such Buyer.
Each Buyer and its advisors,  if any, have been afforded the  opportunity to ask
questions  of the Company and its  management.  Neither such  inquiries  nor any
other due diligence  investigations  conducted by such Buyer or its advisors, if
any, or its representatives  shall modify, amend or affect such Buyer's right to
rely on the  Company's  representations  and  warranties  contained in Section 3
below. Each Buyer understands that its investment in the Convertible  Debentures
and the  Conversion  Shares  involves a high degree of risk.  Each Buyer is in a
position   regarding  the  Company,   which,   based  upon  employment,   family
relationship  or economic  bargaining  power,  enabled and enables such Buyer to
obtain information from the Company in order to evaluate the merits and risks of
this investment. Each Buyer 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 Convertible Debentures and the Conversion Shares.

     (e) No Governmental  Review.  Each Buyer  understands that no United States
federal  or state  agency or any other  government  or  governmental  agency has
passed  on  or  made  any  recommendation  or  endorsement  of  the  Convertible
Debentures  or the  Conversion  Shares,  or the fairness or  suitability  of the
investment in the Convertible Debentures or the Conversion Shares, nor have such
authorities  passed  upon  or  endorsed  the  merits  of  the  offering  of  the
Convertible Debentures or the Conversion Shares.

     (f) Transfer or Resale.  Each Buyer  understands that except as provided in
the Investor Registration Rights Agreement:  (i) the Convertible Debentures have
not been and are not being registered under the 1933 Act or any state securities
laws, and may not be offered for sale, sold,  assigned or transferred unless (A)
subsequently  registered  thereunder,  or (B) such Buyer shall have delivered to
the Company an opinion of counsel, in a generally acceptable form, to the effect
that such securities to be sold,  assigned or transferred may be sold,  assigned
or  transferred  pursuant to an exemption from such  registration  requirements;
(ii) any sale of such securities made in reliance on Rule 144 under the 1933 Act
(or a successor rule thereto)  ("Rule 144") may be made only in accordance  with
the terms of Rule 144 and further, if Rule 144 is not applicable,  any resale of
such securities  under  circumstances in which the seller (or the person through
whom the sale is made)  may be  deemed  to be an  underwriter  (as that  term is
defined in the 1933 Act) may require  compliance with some other exemption under


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the 1933 Act or the rules and  regulations  of the SEC  there  under;  and (iii)
neither  the Company nor any other  person is under any  obligation  to register
such  securities  under the 1933 Act or any state  securities  laws or to comply
with the terms and conditions of any exemption there under. The Company reserves
the  right  to  place  stop  transfer   instructions   against  the  shares  and
certificates for the Conversion Shares.

     (g)  Legends.  Each  Buyer  understands  that  the  certificates  or  other
instruments representing the Convertible Debentures and or the Conversion Shares
shall bear a restrictive  legend in substantially the following form (and a stop
transfer order may be placed against transfer of such stock certificates):

          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  HAVE  BEEN
          ACQUIRED  SOLELY  FOR  INVESTMENT  PURPOSES  AND NOT  WITH A VIEW
          TOWARD RESALE AND MAY NOT BE OFFERED FOR SALE, SOLD,  TRANSFERRED
          OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
          FOR THE SECURITIES  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
          OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN
          A GENERALLY  ACCEPTABLE  FORM, THAT  REGISTRATION IS NOT REQUIRED
          UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.

The legend set forth above shall be removed and the Company  within two (2)
business days shall issue a certificate without such legend to the holder of the
Conversion  Shares upon which it is stamped,  if, unless  otherwise  required by
state securities laws, (i) in connection with a sale  transaction,  provided the
Conversion Shares are registered under the 1933 Act or (ii) in connection with a
sale  transaction,  after such holder  provides  the Company  with an opinion of
counsel,  in form reasonably  acceptable to the Company and its counsel,  to the
effect that a public sale,  assignment or transfer of the Conversion  Shares may
be made without registration under the 1933 Act.

     (h)  Authorization,  Enforcement.  This Agreement has been duly and validly
authorized,  executed  and  delivered on behalf of such Buyer and is a valid and
binding agreement of such Buyer enforceable in accordance with its terms, except
as such  enforceability  may be  limited  by  general  principles  of  equity or
applicable bankruptcy, insolvency,  reorganization,  moratorium, liquidation and
other  similar laws  relating to, or affecting  generally,  the  enforcement  of
applicable creditors' rights and remedies.

     (i) Receipt of  Documents.  Each Buyer and his or its counsel has  received
and read in their entirety: (i) this Agreement and each representation, warranty
and covenant set forth herein, the Investor  Registration Rights Agreement,  and
the Escrow Agreement;  (ii) all due diligence and other information necessary to
verify the accuracy and  completeness  of such  representations,  warranties and
covenants;  (iii) the Company's Form 10-K for the fiscal year ended December 31,


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2001;  (iv) the Company's  Form 10-Q for the fiscal quarter ended March 31, 2002
and (v) answers to all questions the Buyer submitted to the Company regarding an
investment in the Company; and the Buyer has relied on the information contained
therein and has not been furnished any other documents,  literature,  memorandum
or prospectus.

     (j) Due  Formation  of  Corporate  and Other  Buyers.  If the Buyer(s) is a
corporation,  trust,  partnership  or  other  entity  that is not an  individual
person, it has been formed and validly exists and has not been organized for the
specific purpose of purchasing the Convertible  Debentures and is not prohibited
from doing so.

     (k) No Legal Advice From the Company. Each Buyer acknowledges,  that it had
the  opportunity to review this Agreement and the  transactions  contemplated by
this  Agreement  with  his or its  own  legal  counsel  and  investment  and tax
advisors.  Each Buyer is relying  solely on such counsel and advisors and not on
any statements or representations  of the Company or any of its  representatives
or agents for legal,  tax or investment  advice with respect to this investment,
the  transactions  contemplated  by this Agreement or the securities laws of any
jurisdiction.

3.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

     The Company  represents and warrants to each of the Buyers that,  except as
set forth in the SEC Documents (as defined herein):

     (a)  Organization and  Qualification.  The Company and its subsidiaries are
corporations duly organized and validly existing in good standing under the laws
of the  jurisdiction  in which  they are  incorporated,  and have the  requisite
corporate  power to own their  properties  and to carry on their business as now
being conducted. Each of the Company and its subsidiaries is duly qualified as a
foreign corporation to do business and is in good standing in every jurisdiction
in which the nature of the  business  conducted  by it makes such  qualification
necessary,  except to the extent  that the failure to be so  qualified  or be in
good standing  would not have a material  adverse  effect on the Company and its
subsidiaries taken as a whole.

     (b) Authorization,  Enforcement, Compliance with Other Instruments. (i) The
Company  has the  requisite  corporate  power and  authority  to enter  into and
perform this Agreement,  the Investor Registration Rights Agreement,  the Escrow
Agreement and any related  agreements,  and to issue the Convertible  Debentures
and the Conversion Shares in accordance with the terms hereof and thereof,  (ii)
the execution and delivery of this Agreement,  the Registration Rights Agreement
and any related  agreements  by the Company  and the  consummation  by it of the
transactions contemplated hereby and thereby, including, without limitation, the
issuance of the Convertible Debentures the Conversion Shares and the reservation
for issuance and the issuance of the Conversion  Shares issuable upon conversion
or  exercise  thereof,  have  been duly  authorized  by the  Company's  Board of
Directors and no further  consent or  authorization  is required by the Company,
its  Board of  Directors  or its  stockholders,  (iii)  this  Agreement  and the
Investor  Registration  Rights  Agreement,  the Escrow Agreement and any related
agreements  have been duly  executed and  delivered  by the  Company,  (iv) this
Agreement, the Investor Registration Rights Agreement and any related agreements
constitute the valid and binding  obligations of the Company enforceable against
the Company in accordance with their terms, except as such enforceability may be


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limited by general  principles of equity or applicable  bankruptcy,  insolvency,
reorganization,   moratorium,  liquidation  or  similar  laws  relating  to,  or
affecting generally, the enforcement of creditors' rights and remedies.

     (c) Capitalization. The authorized capital stock of the Company consists of
100,000,000  shares of Common Stock,  par value $0.001 per share. As of the date
hereof,   the  Company  had  14,695,188   shares  of  Common  Stock  issued  and
outstanding.  All of such  outstanding  shares have been validly  issued and are
fully paid and  nonassessable.  Except as  disclosed  in the SEC  Documents  (as
defined in Section  3(f)),  no shares of Common Stock are subject to  preemptive
rights or any other  similar  rights or any liens or  encumbrances  suffered  or
permitted by the Company.  Except as disclosed in the SEC  Documents,  as of the
date of this Agreement, (i) there are no outstanding options,  warrants,  scrip,
rights  to  subscribe  to,  calls or  commitments  of any  character  whatsoever
relating to, or securities  or rights  convertible  into,  any shares of capital
stock of the  Company or any of its  subsidiaries,  or  contracts,  commitments,
understandings  or arrangements by which the Company or any of its  subsidiaries
is or may  become  bound to issue  additional  shares  of  capital  stock of the
Company  or any of its  subsidiaries  or  options,  warrants,  scrip,  rights to
subscribe to, calls or commitments of any character  whatsoever  relating to, or
securities  or rights  convertible  into,  any  shares of  capital  stock of the
Company  or  any  of its  subsidiaries,  (ii)  there  are  no  outstanding  debt
securities  and (iii) there are no  agreements or  arrangements  under which the
Company or any of its  subsidiaries  is obligated to register the sale of any of
their securities under the 1933 Act (except pursuant to the Registration  Rights
Agreement).  There are no securities or instruments containing  anti-dilution or
similar  provisions  that will be triggered  by the issuance of the  Convertible
Debentures  as described  in this  Agreement.  The Company has  furnished to the
Buyer true and correct copies of the Company's Certificate of Incorporation,  as
amended   and  as  in  effect  on  the  date   hereof   (the   "Certificate   of
Incorporation"), and the Company's By-laws, as in effect on the date hereof (the
"By-laws"),  and the terms of all securities convertible into or exercisable for
Common Stock and the material  rights of the holders  thereof in respect thereto
other than stock options issued to employees and consultants.

     (d) Issuance of Securities.  The Convertible Debentures are duly authorized
and, upon issuance in  accordance  with the terms hereof,  shall be duly issued,
fully paid and  nonassessable,  are free from all taxes,  liens and charges with
respect to the issue thereof.  The Conversion Shares issuable upon conversion of
the Convertible  Debentures have been duly authorized and reserved for issuance.
Upon conversion or exercise in accordance  with the  Convertible  Debentures the
Conversion Shares will be duly issued, fully paid and nonassessable.

     (e) No Conflicts.  Except as disclosed in the SEC Documents, the execution,
delivery and performance of this Agreement,  the Investors  Registration  Rights
Agreement and the Escrow  Agreement by the Company and the  consummation  by the
Company  of the  transactions  contemplated  hereby  will  not (i)  result  in a
violation of the Certificate of  Incorporation,  any certificate of designations
of any  outstanding  series of preferred  stock of the Company or the By-laws or
(ii)  conflict  with or  constitute  a default (or an event which with notice or
lapse of time or both  would  become a  default)  under,  or give to others  any
rights  of  termination,   amendment,   acceleration  or  cancellation  of,  any
agreement,  indenture  or  instrument  to  which  the  Company  or  any  of  its
subsidiaries is a party, or result in a violation of any law, rule,  regulation,


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order,  judgment  or decree  (including  federal and state  securities  laws and
regulations  and the  rules  and  regulations  of The  National  Association  of
Securities  Dealers  OTC  Bulletin  Board on which the  Common  Stock is quoted)
applicable to the Company or any of its subsidiaries or by which any property or
asset of the Company or any of its subsidiaries is bound or affected.  Except as
disclosed in the SEC Documents,  neither the Company nor its  subsidiaries is in
violation of any term of or in default under its Certificate of Incorporation or
By-laws  or  their  organizational  charter  or  by-laws,  respectively,  or any
material contract, agreement,  mortgage,  indebtedness,  indenture,  instrument,
judgment,  decree or order or any statute,  rule or regulation applicable to the
Company or its subsidiaries. The business of the Company and its subsidiaries is
not being  conducted,  and shall not be  conducted  in violation of any material
law, ordinance, or regulation of any governmental entity. Except as specifically
contemplated  by this  Agreement  and as  required  under  the  1933 Act and any
applicable  state  securities  laws,  the Company is not  required to obtain any
consent, authorization or order of, or make any filing or registration with, any
court or governmental agency in order for it to execute,  deliver or perform any
of its obligations  under or contemplated by this Agreement or the  Registration
Rights  Agreement  in  accordance  with the terms  hereof or thereof.  Except as
disclosed in the SEC Documents,  all consents,  authorizations,  orders, filings
and  registrations  which the  Company is  required  to obtain  pursuant  to the
preceding  sentence  have  been  obtained  or  effected  on or prior to the date
hereof.   The  Company  and  its  subsidiaries  are  unaware  of  any  facts  or
circumstance, which might give rise to any of the foregoing.

     (f) SEC Documents: Financial Statements. Since January 1, 2001, the Company
has filed all reports, schedules, forms, statements and other documents required
to be filed by it with the SEC under of the Securities  Exchange Act of 1934, as
amended (the "1934 Act") (all of the foregoing filed prior to the date hereof or
amended  after the date hereof and all exhibits  included  therein and financial
statements  and  schedules  thereto  and  documents  incorporated  by  reference
therein, being hereinafter referred to as the "SEC Documents").  The Company has
delivered to the Buyers or their representatives,  or made available through the
SEC's  website  at  http://www.sec.gov.,  true and  complete  copies  of the SEC
Documents. As of their respective dates, the financial statements of the Company
disclosed in the SEC Documents (the "Financial  Statements") complied as to form
in all  material  respects  with  applicable  accounting  requirements  and  the
published rules and regulations of the SEC with respect thereto.  Such financial
statements have been prepared in accordance with generally  accepted  accounting
principles, consistently applied, during the periods involved (except (i) as may
be otherwise  indicated in such Financial  Statements or the notes  thereto,  or
(ii) in the case of unaudited interim statements, to the extent they may exclude
footnotes or may be condensed or summary  statements)  and fairly present in all
material respects the financial  position of the Company as of the dates thereof
and the  results of its  operations  and cash flows for the  periods  then ended
(subject,  in the  case  of  unaudited  statements,  to  normal  year-end  audit
adjustments).  No other  information  provided by or on behalf of the Company to
the  Buyer  which  is not  included  in the SEC  Documents,  including,  without
limitation,  information  referred  to in this  Agreement,  contains  any untrue
statement of a material  fact or omits to state any material  fact  necessary in
order to make the statements  therein,  in the light of the circumstances  under
which they were made, not misleading.

     (g)  10(b)-5.  The SEC  Documents do not include any untrue  statements  of
material fact, nor do they omit to state any material fact required to be stated
therein  necessary to make the  statements  made, in light of the  circumstances


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under which they were made, not misleading.

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

     (i)   Acknowledgment   Regarding   Buyer's   Purchase  of  the  Convertible
Debentures.  The Company  acknowledges  and agrees  that the  Buyer(s) is acting
solely  in the  capacity  of an arm's  length  purchaser  with  respect  to this
Agreement  and  the  transactions   contemplated  hereby.  The  Company  further
acknowledges that the Buyer(s) is not acting as a financial advisor or fiduciary
of the Company (or in any similar  capacity)  with respect to this Agreement and
the transactions contemplated hereby and any advice given by the Buyer(s) or any
of their respective  representatives or agents in connection with this Agreement
and the transactions  contemplated  hereby is merely  incidental to such Buyer's
purchase of the  Convertible  Debentures or the Conversion  Shares.  The Company
further  represents to the Buyer that the Company's  decision to enter into this
Agreement has been based solely on the independent evaluation by the Company and
its representatives.

     (j)  No  General  Solicitation.   Neither  the  Company,  nor  any  of  its
affiliates,  nor any person  acting on its or their  behalf,  has engaged in any
form of general  solicitation  or general  advertising  (within  the  meaning of
Regulation  D under  the 1933 Act) in  connection  with the offer or sale of the
Convertible Debentures or the Conversion Shares.

     (k) No Integrated Offering. Neither the Company, nor any of its affiliates,
nor any person acting on its or their behalf has,  directly or indirectly,  made
any offers or sales of any security or solicited any offers to buy any security,
under   circumstances  that  would  require   registration  of  the  Convertible
Debentures or the Conversion Shares under the 1933 Act or cause this offering of
the Convertible  Debentures or the Conversion Shares to be integrated with prior
offerings by the Company for purposes of the 1933 Act.

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

     (m) Intellectual  Property Rights.  The Company and its subsidiaries own or
possess adequate rights or licenses to use all trademarks,  trade names, service
marks,  service mark  registrations,  service  names,  patents,  patent  rights,
copyrights, inventions, licenses, approvals, governmental authorizations,  trade


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<PAGE>

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

     (n)  Environmental  Laws.  The  Company  and  its  subsidiaries  are (i) in
compliance with any and all applicable  foreign,  federal,  state and local laws
and  regulations  relating to the  protection  of human  health and safety,  the
environment  or  hazardous  or  toxic   substances  or  wastes,   pollutants  or
contaminants ("Environmental Laws"), (ii) have received all permits, licenses or
other approvals required of them under applicable  Environmental Laws to conduct
their  respective  businesses  and  (iii) are in  compliance  with all terms and
conditions of any such permit, license or approval.

     (o) Title. Any real property and facilities held under lease by the Company
and its  subsidiaries  are held by them under valid,  subsisting and enforceable
leases with such  exceptions as are not material and do not  interfere  with the
use made and proposed to be made of such  property and  buildings by the Company
and its subsidiaries.

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

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

     (r) Internal Accounting Controls.  The Company and each of its subsidiaries
maintain  a  system  of  internal  accounting  controls  sufficient  to  provide
reasonable  assurance  that (i)  transactions  are executed in  accordance  with
management's general or specific authorizations,  (ii) transactions are recorded
as necessary to permit  preparation of financial  statements in conformity  with
generally accepted accounting  principles and to maintain asset  accountability,


                                       9
<PAGE>

and (iii) the recorded  amounts for assets is compared with the existing  assets
at  reasonable  intervals  and  appropriate  action is taken with respect to any
differences.

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

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

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

     (v) Fees and Rights of First Refusal. The Company is not obligated to offer
the securities  offered hereunder on a right of first refusal basis or otherwise
to  any  third  parties  including,  but  not  limited  to,  current  or  former
shareholders  of the  Company,  underwriters,  brokers,  agents  or other  third
parties.

4.       COVENANTS.

     (a) Best Efforts.  Each party shall use its best efforts  timely to satisfy
each of the  conditions to be satisfied by it as provided in Sections 6 and 7 of
this Agreement.


                                       10
<PAGE>


     (b)  Form  D.  The  Company  agrees  to file a Form D with  respect  to the
Conversion  Shares as required under  Regulation D and to provide a copy thereof
to each Buyer  promptly after such filing.  The Company shall,  on or before the
Closing  Date,  take such action as the Company  shall  reasonably  determine is
necessary  to qualify the  Conversion  Shares,  or obtain an  exemption  for the
Conversion  Shares  for  sale to the  Buyers  at the  Closing  pursuant  to this
Agreement  under  applicable  securities or "Blue Sky" laws of the states of the
United  States,  and shall  provide  evidence of any such action so taken to the
Buyers on or prior to the Closing Date.

     (c)  Reporting  Status.  Until the  earlier of (i) the date as of which the
Buyer(s) may sell all of the Conversion Shares without  restriction  pursuant to
Rule 144(k) promulgated under the 1933 Act (or successor  thereto),  or (ii) the
date on which (A) the Buyer(s) shall have sold all the Conversion Shares and (B)
none of the Convertible Debentures are outstanding (the "Registration  Period"),
the Company shall file in a timely manner all reports  required to be filed with
the SEC pursuant to the 1934 Act and the regulations of the SEC there under, and
the Company shall not terminate its status as an issuer required to file reports
under the 1934 Act even if the 1934 Act or the rules and regulations there under
would otherwise permit such termination.

     (d) Use of Proceeds. The Company will use the proceeds from the sale of the
Convertible Debentures for general corporate and working capital purposes.

     (e)  Reservation  of Shares.  The Company shall take all action  reasonably
necessary  to at all times have  authorized,  and  reserved  for the  purpose of
issuance,  such number of shares of Common Stock as shall be necessary to effect
the issuance of the Conversion  Shares. If at any time the Company does not have
available  such shares of Common Stock as shall from time to time be  sufficient
to effect the  conversion of all of the  Conversion  Shares of the Company shall
call and hold a special  meeting of the  shareholders  within sixty (60) days of
such  occurrence,  for the sole  purpose  of  increasing  the  number  of shares
authorized. The Company's management shall recommend to the shareholders to vote
in favor of  increasing  the  number  of  shares  of  Common  Stock  authorized.
Management  shall also vote all of its shares in favor of increasing  the number
of authorized shares of Common Stock.

     (f) Listings or Quotation. The Company shall promptly secure the listing or
quotation  of the  Conversion  Shares upon each  national  securities  exchange,
automated  quotation  system or The National  Association of Securities  Dealers
Inc.'s  Over-The-Counter  Bulletin  Board or other  market,  if any,  upon which
shares of Common Stock are then listed or quoted  (subject to official notice of
issuance)  and  shall use its best  efforts  to  maintain,  so long as any other
shares of Common Stock shall be so listed, such listing of all Conversion Shares
from time to time issuable under the terms of this Agreement.  The Company shall
maintain the Common Stock's  authorization for quotation in the over-the counter
market.

     (g) Fees and Expenses.  Each of the Company and the Buyer(s)  shall pay all
costs and expenses  incurred by such party in connection  with the  negotiation,
investigation, preparation, execution and delivery of this Agreement, the Escrow
Agreement, and the Investor Registration Rights Agreement. The Buyer(s) shall be
entitled to a eight percent (8%) discount on the Purchase Price.


                                       11
<PAGE>

     The costs and expenses of the Buyers, Five Thousand Dollars ($5,000) of the
fees of Butler Gonzalez,  LLP, which shall be Ten Thousand Dollars ($10,000) and
the  retainer  of  Kirkpatrick  & Lockhart  shall be paid for by the  Company at
Closing directly from the gross proceeds held in escrow.

     (h)  Corporate  Existence.  So  long as any of the  Convertible  Debentures
remain outstanding,  the Company shall not directly or indirectly consummate any
merger,   reorganization,   restructuring,   consolidation,   sale   of  all  or
substantially all of the Company's assets or any similar  transaction or related
transactions (each such transaction,  a "Sale of the Company") unless,  prior to
the  consummation  of a Sale  of the  Company,  the  Company  makes  appropriate
provision to insure  that,  upon the  consummation  of such Sale of the Company,
each of the holders of the Convertible Debentures will thereafter have the right
to acquire and  receive  such  shares of stock,  securities  or assets as may be
issued or payable  with  respect to or in  exchange  for the number of shares of
Common  Stock  immediately   theretofore  acquirable  and  receivable  upon  the
conversion of such holder's Convertible  Debentures had such Sale of the Company
not taken place. In any such case, the Company will make  appropriate  provision
with respect to such holders' rights and interests to insure that the provisions
of  this  Section  4(h)  will   thereafter  be  applicable  to  the  Convertible
Debentures.

     (i) Transactions With Affiliates. So long as any Convertible Debentures are
outstanding, the Company shall not, and shall cause each of its subsidiaries not
to, enter into, amend,  modify or supplement,  or permit any subsidiary to enter
into, amend,  modify or supplement any agreement,  transaction,  commitment,  or
arrangement with any of its or any subsidiary's officers,  directors, person who
were  officers  or  directors  at any time  during the  previous  two (2) years,
stockholders who beneficially own five percent (5%) or more of the Common Stock,
or  Affiliates  (as  defined  below) or with any  individual  related  by blood,
marriage,  or  adoption to any such  individual  or with any entity in which any
such entity or individual owns a five percent (5%) or more  beneficial  interest
(each a "Related Party"),  except for (a) customary employment  arrangements and
benefit programs on reasonable  terms, (b) any investment in an Affiliate of the
Company,  (c) any  agreement,  transaction,  commitment,  or  arrangement  on an
arms-length  basis on terms no less  favorable  than terms which would have been
obtainable  from a person  other  than such  Related  Party,  (d) any  agreement
transaction,  commitment,  or arrangement which is approved by a majority of the
disinterested directors of the Company, for purposes hereof, any director who is
also an officer of the Company or any  subsidiary  of the Company shall not be a
disinterested  director  with  respect  to  any  such  agreement,   transaction,
commitment, or arrangement.  "Affiliate" for purposes hereof means, with respect
to any person or entity,  another person or entity that, directly or indirectly,
(i) has a ten percent  (10%) or more  equity  interest in that person or entity,
(ii) has ten percent (10%) or more common  ownership with that person or entity,
(iii)  controls that person or entity,  or (iv) shares common  control with that
person or entity.  "Control"  or  "controls"  for  purposes  hereof means that a
person or entity has the  power,  direct or  indirect,  to conduct or govern the
policies of another person or entity.

     (j) Transfer  Agent.  The Company  covenants  and agrees that, in the event
that the  Company's  agency  relationship  with the  transfer  agent  should  be
terminated  for any  reason  prior to a date  which is two (2)  years  after the
Closing Date,  the Company shall  immediately  appoint a new transfer  agent and
shall require that the transfer agent execute and agree to be bound by the terms


                                       12
<PAGE>

of the Irrevocable  Transfer Agent  Instructions (as defined herein) to Transfer
Agent.

     (k) Restriction on Issuance of the Common Stock. So long as any Convertible
Debentures  are  outstanding,  the Company shall not,  without the prior written
consent  of the  Buyer(s),  issue or sell  shares  of Common  Stock (i)  without
consideration  or for a  consideration  per share less than the Bid Price of the
Common Stock  determined  immediately  prior to its issuance,  (ii) any warrant,
option, right, contract,  call, or other security instrument granting the holder
thereof,  the right to  acquire  Common  Stock  without  consideration  or for a
consideration   less  than  such  Common  Stock's  Bid  Price  value  determined
immediately prior to it's issuance, or (iii) file any registration  statement on
Form S-8.

5.       TRANSFER AGENT INSTRUCTIONS.

     The  Company  shall issue  irrevocable  instructions  in the form  attached
hereto as Exhibit C to its transfer agent irrevocably appointing Butler Gonzalez
LLP as its agent for purpose of having  certificates  issued,  registered in the
name of the Buyer(s) or its respective  nominee(s),  for the  Conversion  Shares
representing  such amounts of  Convertible  Debentures as specified from time to
time  by the  Buyer(s)  to  the  Company  upon  conversion  of  the  Convertible
Debentures (the "Irrevocable Transfer Agent Instructions").  Butler Gonzalez LLP
shall be paid a cash fee of Fifty  Dollars  ($50)  for every  occasion  they act
pursuant to the Irrevocable  Transfer Agent Instructions.  The Company shall not
change its transfer agent without the express  written  consent of the Buyer(s),
which  may be  withheld  by  the  Buyer(s)  in its  sole  discretion.  Prior  to
registration of the Conversion  Shares under the 1933 Act, all such certificates
shall bear the restrictive  legend  specified in Section 2(g) of this Agreement.
The Company  warrants that no instruction  other than the  Irrevocable  Transfer
Agent Instructions referred to in this Section 5, and stop transfer instructions
to give  effect to Section  2(f)  hereof (in the case of the  Conversion  Shares
prior to  registration  of such shares  under the 1933 Act) will be given by the
Company to its transfer agent and that the Conversion  Shares shall otherwise be
freely transferable on the books and records of the Company as and to the extent
provided in this  Agreement  and the  Investor  Registration  Rights  Agreement.
Nothing in this  Section 5 shall affect in any way the Buyer's  obligations  and
agreement  to  comply  with  all  applicable  securities  laws  upon  resale  of
Conversion  Shares.  If the  Buyer(s)  provides  the Company  with an opinion of
counsel,  reasonably  satisfactory  in form, and substance to the Company,  that
registration of a resale by the Buyer(s) of any of the Conversion  Shares is not
required  under the 1933 Act, the Company  shall  within two (2)  business  days
instruct its transfer agent to issue one or more  certificates  in such name and
in such denominations as specified by the Buyer. The Company acknowledges that a
breach by it of its  obligations  hereunder will cause  irreparable  harm to the
Buyer by  vitiating  the intent  and  purpose  of the  transaction  contemplated
hereby.  Accordingly,  the  Company  acknowledges  that the  remedy at law for a
breach of its obligations under this Section 5 will be inadequate and agrees, in
the event of a breach or threatened  breach by the Company of the  provisions of
this  Section 5, that the Buyer(s)  shall be entitled,  in addition to all other
available  remedies,  to an  injunction  restraining  any breach  and  requiring
immediate issuance and transfer,  without the necessity of showing economic loss
and without any bond or other security being required.

6.       CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.


                                       13
<PAGE>

     The obligation of the Company  hereunder to issue and sell the  Convertible
Debentures to the Buyer(s) at the Closing is subject to the satisfaction,  at or
before the Closing  Date,  of each of the  following  conditions,  provided that
these  conditions  are for the  Company's  sole benefit and may be waived by the
Company at any time in its sole discretion:

     (a) Each Buyer shall have executed this Agreement, the Escrow Agreement and
the  Investor  Registration  Rights  Agreement  and  delivered  the  same to the
Company.

     (b) The  Buyer(s)  shall have  delivered  to the Escrow  Agent the Purchase
Price for Convertible Debentures in respective amounts as set forth next to each
Buyer as outlined on Schedule I attached  hereto and the Escrow Agent shall have
delivered  such funds to the Company by wire transfer of  immediately  available
U.S. funds pursuant to the wire instructions provided by the Company.

     (c) The  representations  and  warranties of the Buyer(s) shall be true and
correct in all material  respects as of the date when made and as of the Closing
Date as though made at that time (except for representations and warranties that
speak as of a specific date),  and the Buyer(s) shall have performed,  satisfied
and  complied  in all  material  respects  with the  covenants,  agreements  and
conditions  required by this  Agreement to be  performed,  satisfied or complied
with by the Buyer(s) at or prior to the Closing Date.

7.       CONDITIONS TO THE BUYER'S OBLIGATION TO PURCHASE.

     The  obligation  of the  Buyer(s)  hereunder  to  urchase  the  Convertible
Debentures  at the  Closing  is subject  to the  satisfaction,  at or before the
Closing  Date,  of  each  of  the  following  conditions,  provided  that  these
conditions are for the Buyer's sole benefit and may be waived by the Buyer(s) at
any time in its sole discretion:

     (a) The Company shall have executed this Agreement,  the Escrow  Agreement,
the  Irrevocable  Transfer  Instructions  and the Investor  Registration  Rights
Agreement, and delivered the same to the Buyer(s).

     (b) The Common  Stock shall be  authorized  for  quotation  on The National
Association  of  Securities  Dealers,  Inc. OTC Bulletin  Board,  trading in the
Common  Stock  shall  not have  been  suspended  for any  reason  and all of the
Conversion  Shares issuable upon conversion of the Convertible  Debentures shall
be approved for listing or quotation on The National  Association  of Securities
Dealers, Inc. OTC Bulletin Board.

     (c) The  representations  and  warranties  of the Company shall be true and
correct  in all  material  respects  (except  to the  extent  that  any of  such
representations and warranties is already qualified as to materiality in Section
3 above, in which case, such  representations  and warranties  shall be true and
correct  without further  qualification)  as of the date when made and as of the
Closing  Date as  though  made at that  time  (except  for  representations  and
warranties  that  speak  as of a  specific  date)  and the  Company  shall  have
performed,  satisfied and complied in all material  respects with the covenants,
agreements and conditions required by this Agreement to be performed,  satisfied
or complied with by the Company at or prior to the Closing Date. The Buyer shall


                                       14
<PAGE>

have received a certificate,  executed by the President of the Company, dated as
of the Closing Date, to the foregoing effect and as to such other matters as may
be reasonably requested by the Buyer including,  without limitation an update as
of the Closing  Date  regarding  the  representation  contained  in Section 3(c)
above.

     (d) The Company  shall have  executed  and  delivered  to the  Buyer(s) the
Convertible  Debentures  in the  respective  amounts  set  forth  opposite  each
Buyer(s) name on Schedule I attached hereto.

     (e) As of the Closing  Date,  the Company  shall have  reserved  out of its
authorized  and unissued  Common Stock,  solely for the purpose of effecting the
conversion of the Convertible  Debentures,  shares of Common Stock to effect the
conversion of all of the Conversion Shares then outstanding.

     (f) The  Irrevocable  Transfer  Agent  Instructions,  in form and substance
satisfactory  to the Buyer,  shall have been  delivered to and  acknowledged  in
writing by the Company's transfer agent.

     (g) The Company shall have provided to the Investor an acknowledgement,  to
the satisfaction of the Investor, from Beemer, Pricher,  Kuehnhackl & Heidbrink,
P.A. as to the accountant's  ability to provided all consents  required in order
to file a registration statement in connection with this transaction.

8.       INDEMNIFICATION.

     (a)  In  consideration  of the  Buyer's  execution  and  delivery  of  this
Agreement and acquiring the  Convertible  Debentures and the  Conversion  Shares
hereunder,  and in addition to all of the Company's other obligations under this
Agreement,  the Company shall defend,  protect,  indemnify and hold harmless the
Buyer(s) and each other holder of the Convertible  Debentures and the Conversion
Shares, and all of their officers,  directors,  employees and agents (including,
without   limitation,   those  retained  in  connection  with  the  transactions
contemplated by this Agreement) (collectively, the "Buyer Indemnitees") from and
against any and all actions,  causes of action,  suits, claims,  losses,  costs,
penalties,  fees,  liabilities and damages, and expenses in connection therewith
(irrespective  of whether any such Buyer Indemnitee is a party to the action for
which indemnification  hereunder is sought), and including reasonable attorneys'
fees and disbursements  (the "Indemnified  Liabilities"),  incurred by the Buyer
Indemnitees or any of them as a result of, or arising out of, or relating to (a)
any  misrepresentation  or breach of any  representation or warranty made by the
Company  in  this  Agreement,   the  Convertible   Debentures  or  the  Investor
Registration  Rights Agreement or any other certificate,  instrument or document
contemplated  hereby or thereby,  (b) any breach of any  covenant,  agreement or
obligation  of  the  Company  contained  in  this  Agreement,  or  the  Investor
Registration  Rights Agreement or any other certificate,  instrument or document
contemplated  hereby  or  thereby,  or (c) any  cause of  action,  suit or claim
brought or made against such Indemnitee and arising out of or resulting from the
execution,  delivery,  performance or enforcement of this Agreement or any other
instrument,  document  or  agreement  executed  pursuant  hereto  by  any of the
Indemnities,  any  transaction  financed  or to be financed in whole or in part,


                                       15
<PAGE>

directly or  indirectly,  with the proceeds of the  issuance of the  Convertible
Debentures  or the status of the Buyer or holder of the  Convertible  Debentures
the Conversion Shares, as a Buyer of Convertible  Debentures in the Company.  To
the extent that the foregoing  undertaking  by the Company may be  unenforceable
for any reason,  the Company shall make the maximum  contribution to the payment
and  satisfaction of each of the Indemnified  Liabilities,  which is permissible
under applicable law.

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

9.       GOVERNING LAW: MISCELLANEOUS.

     (a) Governing Law. This Agreement  shall be governed by and  interpreted in
accordance  with  the  laws of the  State  of  Colorado  without  regard  to the
principles  of  conflict  of laws.  The  parties  further  agree that any action
between them shall be heard in Hudson County,  New Jersey, and expressly consent
to the  jurisdiction  and venue of the Superior Court of New Jersey,  sitting in
Hudson  County and the United  States  District  Court for the  District  of New
Jersey sitting in Newark,  New Jersey for the  adjudication  of any civil action
asserted pursuant to this Paragraph.

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

     (c)  Headings.  The  headings  of this  Agreement  are for  convenience  of
reference  and shall not form part of, or affect  the  interpretation  of,  this
Agreement.


                                       16
<PAGE>

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

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

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

If to the Company, to:   Whitemark Homes Inc.
                         650 South Central Avenue - Suite 1000
                         Oviedo, Florida 32765
                         Attention:  Mitchell Gordon, Chief Financial Officer
                         Telephone:        (407) 366-9668
                         Facsimile:        (407) 366-9688

With a copy to:          Kirkpatrick & Lockhart LLP
                         201 South Biscayne Boulevard - Suite 2000
                         Miami, FL  33131-2399
                         Attention:        Clayton E. Parker, Esq.
                         Telephone:        (305) 539-3300
                         Facsimile:        (305) 358-7095

If to the Transfer Agent, to:          Whitemark Homes, Inc.
                                       Transfer Agent Department
                                       104 Fossil Court
                                       Springtown, Texas 76082
                                       Telephone:        (800) 940-4484
                                       Facsimile:  (817) 523-3188
                                       Attention:  Karen Lee

If to the Investor:                    At the address listed on Schedule A.

With Copy to:                          Butler Gonzalez LLP


                                       17
<PAGE>

                                       1000 Stuyvesant Avenue - Suite 6
                                       Union, NJ 07083
                                       Attention: David Gonzalez, Esq.
                                       Telephone: (908) 810-8588
                                       Facsimile: (908) 810-0973

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

     (g) Successors and Assigns.  This Agreement shall be binding upon and inure
to the benefit of the  parties  and their  respective  successors  and  assigns.
Neither the Company nor any Buyer shall  assign this  Agreement or any rights or
obligations  hereunder  without  the prior  written  consent of the other  party
hereto.

     (h) No Third  Party  Beneficiaries.  This  Agreement  is  intended  for the
benefit of the parties  hereto and their  respective  permitted  successors  and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.

     (i) Survival.  Unless this Agreement is terminated  under Section 9(l), the
representations  and  warranties  of the  Company  and the Buyers  contained  in
Sections 2 and 3, the agreements and covenants set forth in Sections 4, 5 and 9,
and the  indemnification  provisions  set forth in Section 8, shall  survive the
Closing for a period of one (1) year following the date on which the Convertible
Debentures are converted in full. The Buyer(s) shall be responsible only for its
own representations, warranties, agreements and covenants hereunder.

     (j)  Publicity.  The  Company  and the  Buyer(s)  shall  have the  right to
approve,  before  issuance any press release or any other public  statement with
respect to the  transactions  contemplated  hereby made by any party;  provided,
however,  that the Company shall be entitled,  without the prior approval of the
Buyer(s),  to issue any press release or other public disclosure with respect to
such  transactions  required  under  applicable  securities  or  other  laws  or
regulations  (the Company  shall use its best efforts to consult the Buyer(s) in
connection with any such press release or other public  disclosure  prior to its
release  and  Buyer(s)  shall  be  provided  with a copy  thereof  upon  release
thereof).

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

     (l) Termination. In the event that the Closing shall not have occurred with
respect to the Buyers on or before five (5)  business  days from the date hereof
due to the Company's or the Buyer's  failure to satisfy the conditions set forth
in Sections 6 and 7 above (and the  non-breaching  party's failure to waive such
unsatisfied  condition(s)),  the  non-breaching  party  shall have the option to
terminate this  Agreement  with respect to such breaching  party at the close of
business  on such  date  without  liability  of any  party to any  other  party;
provided, however, that if this Agreement is terminated pursuant to this Section


                                       18
<PAGE>

9(l),  the Company  shall remain  obligated  to  reimburse  the Buyer(s) for the
expenses described in Section 4(g) above.

     (m) No Strict  Construction.  The language used in this  Agreement will be
deemed to be the language  chosen by the parties to express their mutual intent,
and no rules of strict construction will be applied against any party.


                    [REMAINDER PAGE INTENTIONALLY LEFT BLANK]


                                       19
<PAGE>

     IN WITNESS WHEREOF,  the Buyers and the Company have caused this Securities
Purchase Agreement to be duly executed as of the date first written above.


                                    COMPANY:
                                    WHITEMARK HOMES INC.

                                    By:
                                    Name:    Mitchell Gordon
                                    Title:   Chief Financial Officer


                                    INVESTOR:


                                    By: ________________________
                                    Name:
                                    Title:




                                       20
<PAGE>

                                                                      EXHIBIT A


                                FORM OF INVESTOR


                          REGISTRATION RIGHTS AGREEMENT


                                       21
<PAGE>



                                                                      EXHIBIT B


                            FORM OF ESCROW AGREEMENT





                                       22
<PAGE>


                                                                       EXHIBIT C

                           TRANSFER AGENT INSTRUCTIONS



                                       23
<PAGE>


                                   SCHEDULE I


                               SCHEDULE OF BUYERS



                                                                      Amount of
Name     Address/Facsimile Number of Buyer                         Subscription
-------------------------------------------------------------------------------


                                       24
<PAGE>