<PAGE>

                          SECURITIES PURCHASE AGREEMENT

                                   DATED AS OF

                                  JUNE 1, 2000

                                 BY AND BETWEEN

                             EMISSIONS TESTING, INC.
                                 AS THE ISSUER,

                                       AND

                      GCA STRATEGIC INVESTMENT FUND LIMITED


<PAGE>

                                TABLE OF CONTENTS

ARTICLE I.  DEFINITIONS ....................................................   1
   SECTION 1.1  DEFINITIONS ................................................   1
   SECTION 1.2  ACCOUNTING TERMS AND DETERMINATIONS ........................   9

ARTICLE II.  PURCHASE AND SALE OF SECURITIES ...............................  10
   SECTION 2.1  PURCHASE AND SALE OF CONVERTIBLE DEBENTURES ................  10
   SECTION 2.2  PURCHASE PRICE .............................................  10
   SECTION 2.3  CLOSING AND MECHANICS OF PAYMENT ...........................  10
   SECTION 2.4  TERMS OF COMMITMENT AND SUBSEQUENT TAKEDOWNS ...............  10

ARTICLE III.  PAYMENT TERMS OF CONVERTIBLE DEBENTURES ......................  12
   SECTION 3.1 PAYMENT OF PRINCIPAL AND INTEREST; PAYMENT MECHANICS ........  12
   SECTION 3.2 PAYMENT OF INTEREST .........................................  13
   SECTION 3.3 VOLUNTARY PREPAYMENT ........................................  13
   SECTION 3.4 MANDATORY PREPAYMENTS .......................................  13
   SECTION 3.5 PREPAYMENT PROCEDURES .......................................  14
   SECTION 3.6 PAYMENT OF ADDITIONAL AMOUNTS ...............................  15

ARTICLE  IV. REPRESENTATIONS AND WARRANTIES ................................  16
   SECTION 4.1 ORGANIZATION AND QUALIFICATION ..............................  17
   SECTION 4.2 AUTHORIZATION AND EXECUTION .................................  17
   SECTION 4.3 CAPITALIZATION ..............................................  17
   SECTION 4.4 GOVERNMENTAL AUTHORIZATION ..................................  18
   SECTION 4.5 ISSUANCE OF SHARES ..........................................  18
   SECTION 4.6 NO CONFLICTS ................................................  18
   SECTION 4.7 FINANCIAL INFORMATION .......................................  19
   SECTION 4.8 LITIGATION ..................................................  19
   SECTION 4.9 COMPLIANCE WITH ERISA AND OTHER BENEFIT PLANS ...............  20
   SECTION 4.10 ENVIRONMENTAL MATTERS ......................................  20
   SECTION 4.11 TAXES ......................................................  20
   SECTION 4.12 INVESTMENTS, JOINT VENTURES ................................  21
   SECTION 4.13 NOT AN INVESTMENT COMPANY ..................................  21
   SECTION 4.14 FULL DISCLOSURE ............................................  21
   SECTION 4.15 NO SOLICITATION; NO INTEGRATION WITH OTHER OFFERINGS .......  21
   SECTION 4.16 PERMITS ....................................................  21
   SECTION 4.17 LEASES .....................................................  22
   SECTION 4.18 ABSENCE OF ANY UNDISCLOSED LIABILITIES OR CAPITAL CALLS ....  22
   SECTION 4.19 PUBLIC UTILITY HOLDING COMPANY .............................  22
   SECTION 4.20 INTELLECTUAL PROPERTY RIGHTS ...............................  22
   SECTION 4.21 INSURANCE ..................................................  22


                                        i
<PAGE>

   SECTION 4.22 TITLE TO PROPERTIES ........................................  22
   SECTION 4.23 INTERNAL ACCOUNTING CONTROLS ...............................  22
   SECTION 4.24 YEAR 2000 COMPLIANCE .......................................  23
   SECTION 4.25 FOREIGN PRACTICES ..........................................  23
   SECTION 4.26 TITLE TO CERTAIN ASSETS ....................................  23

ARTICLE V.  REPRESENTATIONS AND WARRANTIES OF PURCHASER ....................  24
   SECTION 5.1  PURCHASER ..................................................  24

ARTICLE VI.  CONDITIONS PRECEDENT TO PURCHASE OF SECURITIES ................  25
   SECTION 6.1  CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS TO
                    PURCHASE ...............................................  25
   SECTION 6.2  CONDITIONS TO THE COMPANY'S OBLIGATIONS ....................  27

ARTICLE VII.  AFFIRMATIVE COVENANTS ........................................  27
   SECTION 7.1 INFORMATION .................................................  28
   SECTION 7.2  PAYMENT OF OBLIGATIONS .....................................  28
   SECTION 7.3 MAINTENANCE OF PROPERTY; INSURANCE ..........................  29
   SECTION 7.4 MAINTENANCE OF EXISTENCE ....................................  29
   SECTION 7.5 COMPLIANCE WITH LAWS ........................................  29
   SECTION 7.6  INSPECTION OF PROPERTY, BOOKS AND RECORDS ..................  29
   SECTION 7.7  INVESTMENT COMPANY ACT .....................................  29
   SECTION 7.8 USE OF PROCEEDS .............................................  29
   SECTION 7.9  COMPLIANCE WITH TERMS AND CONDITIONS OF MATERIAL CONTRACTS..  30
   SECTION 7.10  RESERVED SHARES AND LISTINGS ..............................  30
   SECTION 7.11  TRANSFER AGENT INSTRUCTIONS ...............................  31
   SECTION 7.12  MAINTENANCE OF REPORTING STATUS; SUPPLEMENTAL INFORMATION .  31
   SECTION 7.13  FORM D; BLUE SKY LAWS .....................................  31

ARTICLE VIII.  NEGATIVE COVENANTS ..........................................  31
   SECTION 8.1  LIMITATIONS ON DEBT OR OTHER LIABILITIES ...................  32
   SECTION 8.2  TRANSACTIONS WITH AFFILIATES ...............................  32
   SECTION 8.3  MERGER OR CONSOLIDATION ....................................  32
   SECTION 8.4  LIMITATION ON ASSET SALES ..................................  32
   SECTION 8.5  RESTRICTIONS ON CERTAIN AMENDMENTS .........................  33
   SECTION 8.6  PROHIBITION ON DISCOUNTED EQUITY OFFERINGS; REGISTRATION
                   RIGHTS ..................................................  33
   SECTION 8.7  LIMITATION ON STOCK REPURCHASES ............................  34

ARTICLE IX.  RESTRICTIVE LEGENDS ...........................................  34
   SECTION 9.1  RESTRICTIONS ON TRANSFER ...................................  34
   SECTION 9.2  LEGENDS. ...................................................  34
   SECTION 9.3  NOTICE OF PROPOSED TRANSFERS ...............................  34

ARTICLE  X. ADDITIONAL AGREEMENTS AMONG THE PARTIES ........................  35


                                       ii
<PAGE>

   SECTION 10.1 LIQUIDATED DAMAGES .........................................  35
   SECTION 10.2 CONVERSION NOTICE ..........................................  35
   SECTION 10.3 CONVERSION LIMIT ...........................................  36
   SECTION 10.4 REGISTRATION RIGHTS ........................................  36
   SECTION 10.5 RESTRICTION ON ISSUANCE OF SECURITIES ......................  37

ARTICLE  XI. ADJUSTMENT OF FIXED PRICE .....................................  38
   SECTION 11.1 REORGANIZATION .............................................  38
   SECTION 11.2 SHARE REORGANIZATION .......................................  38
   SECTION 11.3 RIGHTS OFFERING ............................................  39
   SECTION 11.4 SPECIAL DISTRIBUTION .......................................  40
   SECTION 11.5 CAPITAL REORGANIZATION .....................................  41
   SECTION 11.6 PURCHASE PRICE ADJUSTMENTS .................................  41
   SECTION 11.7 ADJUSTMENT RULES ...........................................  42
   SECTION 11.8 CERTIFICATE AS TO ADJUSTMENT ...............................  42
   SECTION 11.9 NOTICE TO HOLDERS ..........................................  42

ARTICLE XII.  EVENTS OF DEFAULT ............................................  43
   SECTION 12.1  EVENTS OF DEFAULT. ........................................  43
   SECTION 12.2  POWERS AND REMEDIES CUMULATIVE ............................  45

ARTICLE XIII.  MISCELLANEOUS ...............................................  45
   SECTION 13.1  NOTICES ...................................................  45
   SECTION 13.2  NO WAIVERS; AMENDMENTS ....................................  46
   SECTION 13.3  INDEMNIFICATION ...........................................  46
   SECTION 13.4  EXPENSES:  DOCUMENTARY TAXES ..............................  48
   SECTION 13.5  PAYMENT ...................................................  48
   SECTION 13.6  SUCCESSORS AND ASSIGNS ....................................  48
   SECTION 13.7  BROKERS ...................................................  49
   SECTION 13.8  GEORGIA LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL;
                 APPOINTMENT OF AGENT ......................................  49
   SECTION 13.9  ENTIRE AGREEMENT ..........................................  49
   SECTION 13.10 SURVIVAL; SEVERABILITY. ...................................  49
   SECTION 13.11 TITLE AND SUBTITLES .......................................  50
   SECTION 13.12 REPORTING ENTITY FOR THE COMMON STOCK. ....................  50
   SECTION 13.13 PUBLICITY. ................................................  50


                                       ii
<PAGE>

                                LIST OF SCHEDULES

Schedule 4.3      Capitalization
Schedule 4.7      Financial Information
Schedule 4.8      Litigation
Schedule 4.12     Investments, Joint Ventures
Schedule 7.8      Use of Proceeds
Schedule 8.2      Transactions with Affiliates


                                       iv
<PAGE>

                                LIST OF EXHIBITS

Exhibit A          Form of Convertible Debentures
Exhibit B          Form of Registration Rights Agreement
Exhibit C          Form of Solvency Certificate
Exhibit D          Form of Officer's Certificate
Exhibit E          Form of Common Stock Purchase Warrant
Exhibit F          Security Agreement


                                       v

<PAGE>

                                                                    EXHIBIT 10.1

                          SECURITIES PURCHASE AGREEMENT

      AGREEMENT, dated as of June 1, 2000, between eMissions Testing, Inc. (the
"Company") and GCA Strategic Investment Fund Limited ("Purchaser").

                                R E C I T A L S:

      WHEREAS, the Company desires to sell and issue to Purchaser, and Purchaser
desires to purchase from the Company, up to the greater of (i) $1,000,000
aggregate principal amount of or (ii) the total number of registered common
shares represented in the Company's registration statement relating to the
resale of the Company's 7% Convertible Debentures due June 1, 2002 (the
"Convertible Debentures") (the "Commitment Amount"), with terms and conditions
as set forth in the form of Convertible Debenture attached hereto as EXHIBIT A;

      WHEREAS, the Convertible Debentures will be convertible into shares of the
Company's common stock, no par value per share (the "Common Stock") and secured
by certain assets of the Company as set forth in the Security Agreement attached
hereto as EXHIBIT F ("Security Agreement");

      WHEREAS, in order to induce the Purchaser to enter into the transactions
described in this Agreement, the Company desires to issue to the Purchaser up to
an aggregate of 250,000 warrants to purchase shares of Common Stock upon the
Closing (as defined herein) and up to an aggregate of 250,000 additional
warrants in Subsequent Takedowns (as defined herein) on the terms and conditions
described in the form of the common stock purchase warrant attached hereto as
EXHIBIT E (the "Warrants"); and

      WHEREAS, Purchaser will have certain registration rights with respect to
such shares of Common Stock issuable as interest under, and upon conversion of,
the Convertible Debentures (the "Debenture Shares") and upon exercise of the
Warrants (the "Warrant Shares," the Debenture Shares and the Warrant Shares
being collectively referred to herein as the "Conversion Shares") as set forth
in the Registration Rights Agreement in the form attached hereto as EXHIBIT B;

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

                             ARTICLE 1. DEFINITIONS

      SECTION 1.1 DEFINITIONS. The following terms, as used herein, have the
following meanings:

      "Additional Shares of Common Stock" has the meaning set forth in Section
11.6.

<PAGE>

      "Affiliate" means, with respect to any Person (the "Subject Person"), (i)
any other Person (a "Controlling Person") that directly, or indirectly through
one or more intermediaries, Controls the Subject Person or (ii) any other Person
(other than the Subject Person or a Consolidated Subsidiary of the Subject
Person) which is Controlled by or is under common Control with a Controlling
Person.

      "Agreement" means this Securities Purchase Agreement, as amended,
supplemented or otherwise modified from time to time in accordance with its
terms.

      "Asset Sale" has the meaning set forth in Section 8.4.

      "Balance Sheet Date" has the meaning set forth in Section 4.7.

      "Benefit Arrangement" means at any time an employee benefit plan within
the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan
and which is maintained or otherwise contributed to by the Company.

      "Benefit Plans" has the meaning set forth in Section 4.9(b).

      "Business Day" means any day except a Saturday, Sunday or other day on
which commercial banks in the City of New York are authorized or required by law
to close.

      "Capital Reorganization" has the meaning set forth in Section 11.5.

      "Change in Control" means (i) after the date of this Agreement, any person
or group of persons (within the meaning of Sections 13 and 14 of the Exchange
Act and the rules and regulations of the Commission relating to such sections)
other than Purchaser shall have acquired beneficial ownership (within the
meaning of Rules 13d-3 and 13d-5 promulgated by the Commission pursuant to the
Exchange Act) of 331/3% or more of the outstanding shares of Common Stock of the
Company without the prior written consent of Purchaser; (ii) any sale or other
disposition (other than by reason of death or disability) to any Person of more
than 75,000 shares of Common Stock of the Company by any executive officers
and/or employee directors of the Company without the prior written consent of
Purchaser; (iii) individuals constituting the Board of Directors of the Company
on the date hereof (together with any new Directors whose election by such Board
of Directors or whose nomination for election by the stockholders of the Company
was approved by a vote of at least 50.1% of the Directors still in office who
are either Directors as of the date hereof or whose election or nomination for
election was previously so approved), cease for any reason to constitute at
least two-thirds of the Board of Directors of the Company then in office.

      "Closing Bid Price" shall mean for any security as of any date, the lowest
closing bid price as reported by Bloomberg, L.P. ("Bloomberg") on the principal
securities exchange or trading market where such security is listed or traded
or, if the foregoing does not apply, the lowest closing bid price of such
security in the over-the-counter market on the electronic bulletin board for
such security as


                                       2
<PAGE>

reported by Bloomberg, or, if no lowest trading price is reported for such
security by Bloomberg, then the average of the bid prices of any market makers
for such securities as reported in the "Pink Sheets" by the National Quotation
Bureau, Inc. If the lowest closing bid price cannot be calculated for such
security on such date on any of the foregoing bases, the lowest closing bid
price of such security on such date shall be the fair market value as mutually
determined by Purchaser and the Company for which the calculation of the closing
bid price requires, and in the absence of such mutual determination, as
determined by the Board of Directors of the Company in good faith.

      "Closing Date" means the date on which all of the conditions set forth in
Sections 6.1 and 6.2 shall have been satisfied and Convertible Debentures in the
aggregate principal amount of $525,000 are issued by the Company to Purchaser.

      "Code" means the Internal Revenue Code of 1986, as amended.

      "Commission" means the Securities and Exchange Commission or any entity
succeeding to all of its material functions.

      "Common Stock" means common stock, no par value per share, of the Company.

      "Company" means eMissions Testing, Inc., a Georgia corporation, and its
successors.

      "Company Corporate Documents" means the certificate of incorporation and
bylaws of the Company.

      "Consolidated Net Worth" means at any date the total shareholder's equity
which would appear on a consolidated balance sheet of the Company prepared as of
such date.

      "Consolidated Subsidiary" means at any date with respect to any Person or
Subsidiary or other entity, the accounts of which would be consolidated with
those of such Person in its consolidated financial statements if such statements
were prepared as of such date.

      "Control" (including, with correlative meanings, the terms "Controlling,"
"Controlled by" and under "common Control with"), as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of that Person, whether
through the ownership of voting securities, by contract or otherwise.

      "Conversion Date" shall mean the date of delivery (including delivery via
telecopy) of a Notice of Conversion for all or a portion of a Convertible
Debenture by the holder thereof to the Company as specified in each Convertible
Debenture.

      "Conversion Price" has the meaning set forth in the Convertible
Debentures.

      "Conversion Shares" has the meaning set forth in the Recitals.


                                       3
<PAGE>

      "Convertible Debentures" means the Company's 7% Convertible Debentures
substantially in the form set forth as EXHIBIT A hereto.

      "Deadline" has the meaning set forth in Section 10.1.

      "Debt" of any Person means at any date, without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes, or other similar instruments
issued by such Person, (iii) all obligations of such Person as lessee which (y)
are capitalized in accordance with GAAP or (z) arise pursuant to sale-leaseback
transactions, (iv) all reimbursement obligations of such Person in respect of
letters of credit or other similar instruments, (v) all Debt of others secured
by a Lien on any asset of such Person, whether or not such Debt is otherwise an
obligation of such Person and (vi) all Debt of others Guaranteed by such Person.

      "Default" means any event or condition which constitutes an Event of
Default or which with the giving of notice or lapse of time or both would,
unless cured or waived, become an Event of Default.

      "Default Fee" has the meaning set forth in Section 10.4.

      "Derivative Securities" has the meaning set forth in Section 8.6.

      "Discounted Equity Offerings" has the meaning set forth in Section 8.6.

      "Directors" means the individuals then serving on the Board of Directors
or similar such management council of the Company.

      "Environmental Laws" means any and all federal, state, local and foreign
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,
permits, concessions, grants, franchises, licenses, agreements or other
governmental restrictions relating to the environment or to emissions,
discharges or releases of pollutants, contaminants, petroleum or petroleum
products, chemicals or industrial, toxic or hazardous substances or wastes into
the environment, including, without limitation, ambient air, surface water,
ground water, or land, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of
pollutants, contaminants, petroleum or petroleum products, chemicals or
industrial, toxic or hazardous substances or wastes or the cleanup or other
remediation thereof.

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor statute.

      "ERISA Group" means the Company and each Subsidiary and all members of a
controlled group of corporation and all trades or businesses (whether or not
incorporated) under common


                                       4
<PAGE>

control which, together with the Company or any Subsidiary, are treated as a
single employer under the Code.

      "Event of Default" has the meaning set forth in Article XII hereof.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      "Expense Reimbursement Fee" has the meaning set forth in Section 13.4.

      "Financing" means a public or private financing consummated (meaning
closing and funding) through the issuance of debt or equity securities (or
securities convertible into or exchangeable for debt or equity securities) of
the Company, other than Permitted Financings.

      "Fixed Price(s)" has the meaning set forth in Section 11.1.

      "GAAP" has the meaning set forth in Section 1.2.

      "Guarantee" by any Person means any obligation, contingent or otherwise,
of such Person directly or indirectly guaranteeing (whether by virtue of
partnership arrangements, by agreement to keep well, to purchase assets, goods,
securities or services, to take-or-pay, or to maintain a minimum net worth,
financial ratio or similar requirements, or otherwise) any Debt of any other
Person and, without limiting the generality of the foregoing, any obligation,
direct or indirect, contingent or otherwise, of such Person (i) to purchase or
pay (or advance or supply funds for the purchase or payment of) such Debt or
(ii) entered into for the purpose of assuring in any other manner the holder of
such Debt of the payment thereof or to protect such holder against loss in
respect thereof (in whole or in part); PROVIDED that the term Guarantee shall
not include endorsements for collection or deposit in the ordinary course of
business. The term Guarantee used as a verb has a corresponding meaning.

      "Hazardous Materials" means any hazardous materials, hazardous wastes,
hazardous constituents, hazardous or toxic substances or petroleum products
(including crude oil or any derivative or fraction thereof), defined or
regulated as such in or under any Environmental Laws.

      `Intellectual Property" has the meaning set forth in Section 4.20.

      "Investment" means any investment in any Person, whether by means of share
purchase, partnership interest, capital contribution, loan, time deposit or
otherwise.

      "Lien" means any lien, mechanic's lien, materialmen's lien, lease,
easement, charge, encumbrance, mortgage, conditional sale agreement, title
retention agreement, agreement to sell or convey, option, claim, title
imperfection, encroachment or other survey defect, pledge, restriction, security
interest or other adverse claim, whether arising by contract or under law or
otherwise (including, without limitation, any financing lease having
substantially the same economic effect as


                                       5
<PAGE>

any of the foregoing, and the filing of any financing statement under the
Uniform Commercial Code or comparable law of any jurisdiction in respect of any
of the foregoing).

      "Listing Applications" has the meaning set forth in Section 4.4.

      "Majority Holders" means (i) as of the Closing Date, Purchaser and (ii) at
any time thereafter, the holders of more than 50% in aggregate principal amount
of the 7% Convertible Debentures dated June 1, 2000 outstanding at such time.

      "Market Price" shall mean the Closing Bid Price of the Common Stock
preceding the date of determination.

      "Material Plan" means at any time a Plan or Plans having aggregate
Unfunded Liabilities in excess of $500,000.

      "Maturity Date" shall mean the date of maturity of the Convertible
Debentures.

      "Maximum Number of Shares" shall mean that percentage that the Company may
issue without shareholder approval under the applicable rules of the National
Market or the applicable OTC Bulletin Board or equivalent entity, of the then
issued and outstanding shares of Common Stock of the Company as of the
applicable date of determination, or such greater number of shares as the
stockholders of the Company may have previously approved.

      "NASD" has the meaning set forth in Section 7.10.

      "Nasdaq Market" means the Nasdaq Stock Market's National Market System.

      "National Market" means the Nasdaq Market, the Nasdaq Small Cap Market,
the New York Stock Exchange, Inc. or the American Stock Exchange, Inc..

      "Net Cash Proceeds" means, with respect to any transaction, the total
amount of cash proceeds received by the Company or any Subsidiary less (i)
reasonable underwriters' fees, brokerage commissions, reasonable professional
fees and other customary out-of-pocket expenses payable in connection with such
transaction, and (ii) in the case of dispositions of assets, (A) actual transfer
taxes (but not income taxes) payable with respect to such dispositions, and (B)
the amount of Debt, if any, secured by a Lien on the asset or assets disposed of
and required to be, and actually repaid by the Company or any Subsidiary in
connection therewith, and any trade payables specifically relating to such asset
or assets sold by the Company or any Subsidiary that are not assumed by the
purchaser of such asset or assets.

      "Notice of Conversion" means the form to be delivered by a holder of a
Convertible Debenture upon conversion of all or a portion thereof to the Company
substantially in the form of EXHIBIT A to the form of Convertible Debenture.


                                       6
<PAGE>

      "Notice of Exercise" means the form to be delivered by a holder of a
Warrant upon exercise of all or a portion thereof to the Company substantially
in the form of EXHIBIT A to the Warrant.

      "Officer's Certificate" shall mean a certificate executed by the
President, chief executive officer or chief financial officer of the Company in
the form of EXHIBIT D attached hereto.

      "OTC Bulletin Board" means the over-the-counter bulletin board operated by
the NASD.

      "Other Taxes" has the meaning set forth in Section 3.6(b).

      "PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

      "Permits" means all domestic and foreign licenses, franchises, grants,
authorizations, permits, easements, variances, exemptions, consents,
certificates, orders and approvals necessary to own, lease and operate the
properties of, and to carry on the business of the Company and the Subsidiaries.

      "Permitted Financings" has the meaning set forth in Section 10.5.

      "Person" means an individual, corporation, partnership, trust,
incorporated or unincorporated association, joint venture, joint stock Company,
government (or any agency or political subdivision thereof) or other entity of
any kind.

      "Plan" means at any time an employee pension benefit plan which is covered
by Title IV of ERISA or subject to the minimum funding standards under the Code
and either (i) is maintained, or contributed to, by any member of the ERISA
group for employees of any member of the ERISA group or (ii) has at any time
within the preceding five years been maintained, or contributed to, by any
Person which was at such time a member of the ERISA group for employees of the
Person which was at such time a member of the ERISA Group.

      "Purchase Price" means the purchase price for the Securities set forth in
Section 2.2 hereof.

      "Purchaser" means the entity listed on the signature page hereto and its
successors and assigns, including holders from time to time of the Convertible
Debentures.

      "Recourse Financing" means Debt of the Company or any Subsidiary which, by
its terms, does not bar the lender thereof from action against the Company or
any Subsidiary, as borrower or guarantor, if the security value of the project
or asset pledged in respect thereof falls below the amount required to repay
such Debt.

      "Redemption Event" has the meaning set forth in Section 3.4.

      "Registrable Securities" has the meaning set forth in Section 10.4(a).


                                       7
<PAGE>

      "Registration Default" has the meaning set forth in Section 10.4(e).

      "Registration Maintenance Period" has the meaning set forth in Section
10.4(c).

      "Registration Statement" has the meaning set forth in Section 10.4(b).

      "Registration Rights Agreement" means the agreement between the Company
and Purchaser dated the date hereof substantially in the form set forth in
EXHIBIT B attached hereto.

      "Required Effectiveness Date" has the meaning set forth in Section
10.4(b).

      "Reserved Amount" has the meaning set forth in Section 7.10(a).

      "Restricted Payment" means, with respect to any Person, (i) any dividend
or other distribution on any shares of capital stock of such Person (except
dividends payable solely in shares of capital stock of the same or junior class
of such Person and dividends from a wholly-owned direct or indirect Subsidiary
of the Company to its parent corporation), (ii) any payment on account of the
purchase, redemption, retirement or acquisition of (a) any shares of such
Person's capital stock or (b) any option, warrant or other right to acquire
shares of such Person's capital stock or (iii) any loan, or advance or capital
contribution to any Person (a " Stockholder") owning any capital stock of such
Person other than relocation, travel or like advances to officers and employees
in the ordinary course of business, and other than reasonable compensation as
determined by the Board of Directors.

      "Rights Offering" has the meaning set forth in Section 11.3.

      "Sale Event" has the meaning set forth in Section 3.4.

      "SEC Reports" has the meaning set forth in Section 7.1(a).

      "Securities" means the Convertible Debentures, the Warrants and, as
applicable, the Conversion Shares.

      "Securities Act" means the Securities Act of 1933, as amended.

      "Security Agreement" has the meaning set forth in the recitals.

      "Share Reorganization" has the meaning set forth in Section 11.2.

      "Solvency Certificate" shall mean a certificate executed by the treasurer
of the Company as to the solvency of the Company, the adequacy of its capital
and its ability to pay its debts, all after giving effect to the issuance and
sale of the Convertible Debentures and the completion of the offering (including
without limitation the payment of any fees or expenses in connection therewith),
which such Solvency Certificate shall be in the form of EXHIBIT C attached
hereto.


                                       8
<PAGE>

      "Special Distribution" has the meaning set forth in Section 11.4.

      "Subsidiary" means, with respect to any Person, any corporation or other
entity of which (x) a majority of the capital stock or other ownership interests
having ordinary voting power to elect a majority of the Board of Directors or
other persons performing similar functions are at the time directly or
indirectly owned by such Person or (y) the results of operations, the assets and
the liabilities of which are consolidated with such Person under GAAP.

      "Subsidiary Corporate Documents" means the certificates of incorporation
and bylaws of each Subsidiary.

      "Taxes" has the meaning set forth in Section 3.6.

      "Trading Day" shall mean any Business Day in which the OTC Bulletin Board,
National Market or other automated quotation system or exchange on which the
Common Stock is then traded is open for trading for at least four (4) hours.

      "Transaction Agreements" means this Agreement, the Convertible Debentures,
the Warrants, the Registration Rights Agreement, the Security Agreement, and the
other agreements contemplated by this Agreement.

      "Transfer" means any disposition of Securities that would constitute a
sale thereof under the Securities Act.

      "Unfunded Liabilities" means, with respect to any Plan at any time, the
amount (if any) by which (i) the present value of all benefits under Plan
exceeds (ii) the fair market value of all Plan assets allocable to such benefits
(excluding any accrued but unpaid contributions), all determined as of the then
most recent valuation date for such Plan, but only to the extent that such
excess represents a potential liability of a member of the ERISA Group to the
PBGC or any other Person under Title IV of ERISA.

      "Warrant" means the Common Stock Purchase Warrant substantially in the
form set forth in EXHIBIT E hereto.

      SECTION 1.2 ACCOUNTING TERMS AND DETERMINATIONS. Unless otherwise
specified herein, all accounting terms used herein shall be interpreted, all
accounting determinations hereunder shall be made, and all financial statements
required to be delivered hereunder shall be prepared, in accordance with
generally accepted accounting principles as in effect from time to time, applied
on a consistent basis (except for changes concurred in by the Company's
independent public accountants) (" GAAP"). All references to "dollars,"
"Dollars" or "$" are to United States dollars unless otherwise indicated.


                                       9
<PAGE>

                   ARTICLE II. PURCHASE AND SALE OF SECURITIES

      SECTION 2.1 PURCHASE AND SALE OF CONVERTIBLE DEBENTURES.

            (a) Subject to the terms and conditions set forth herein, the
Company agrees to issue and sell to Purchaser, and Purchaser agrees to purchase
from the Company, Convertible Debentures up to the aggregate Commitment Amount.

            (b) Purchaser shall acquire Convertible Debentures on the Closing
Date in an aggregate principal amount of Five Hundred Twenty Five Thousand
Dollars ($525,000.00).

            (c) In connection with the Purchaser's agreement to purchase the
Convertible Debentures specified in this Article II, the Company shall issue and
deliver to the Purchaser on the Closing Date Warrants to purchase an aggregate
of 250,000 shares of Common Stock.

      SECTION 2.2 PURCHASE PRICE. The purchase price for the Convertible
Debentures on the Closing Date and at any Subsequent Takedown (as defined
herein) shall be 95% of the principal amount thereof. No part of the purchase
price of the Convertible Debentures shall be allocated to the Warrant.
Therefore, the aggregate consideration payable by Purchaser to the Company for
the Convertible Debentures and Warrants on the Closing Date shall be Four
Hundred Ninety Eight Thousand Seven Hundred and Fifty Dollars ($498,750.00) (the
"Purchase Price").

      SECTION 2.3 CLOSING AND MECHANICS OF PAYMENT.

            (a) The Purchase Price shall be paid on the Closing Date by wire
transfer of immediately available funds on or before 5:00 p.m. (EST).

            (b) The Convertible Debentures and Warrants issued on the Closing
Date shall be dated the date hereof.

SECTION 2.4 TERMS OF COMMITMENT AND SUBSEQUENT TAKEDOWNS.

            (a) COMMITMENT TERM. Purchaser's commitment to purchase the
Commitment Amount of Debentures from the Company, subject to the terms and
conditions set forth herein, shall expire on the first anniversary of the
Closing Date.

            (b) COMMITMENT FEE. The Company agrees to pay Purchaser an aggregate
commitment fee of 1.5% of the Commitment Amount which remains unused and has not
been canceled as of June 1, 2001. The Company may cancel any unused portion of
the Commitment Amount at any time upon 10 days written notice to Purchaser, in
which event the Company will pay Purchaser a commitment fee of 1.5% of the
Commitment Amount that it has canceled; provided, however, if Purchaser fails to
honor the Commitment, except as otherwise permitted herein, then no Commitment
Fee shall be due to Purchaser.


                                       10
<PAGE>

            (c) SUBSEQUENT TAKEDOWN PERIOD. Following the earlier of (i) the
120th Trading Day after the effective date of the Registration Statement, (in
the case of the first draw on the Commitment Amount by the Company following the
Closing Date (a "Takedown") and the 120th Trading Day after the previous
Takedown (in the case of all subsequent Takedowns, together known as "Subsequent
Takedowns") or (ii) conversion by Purchaser of the Debentures purchased in a
previous Takedown, the Company, at its sole option, may request Purchaser to
purchase additional amounts of the unused Commitment Amount.

            (d) SUBSEQUENT TAKEDOWN AMOUNTS. The amount the Company may request
in any Subsequent Takedown shall be lesser of (i) a maximum of $475,000
principal amount (the "Maximum Subsequent Takedown Amount"), and (ii) a maximum
dollar amount equal to the product of the formula of:

     Subsequent Takedown Amount = [(V multiplied by P) multiplied by 20%].

Where V is equal to the weighted average trading volume of the Common Stock for
(i) the total of the 120 Trading Days or (ii) the total number of Trading Days
elapsed between Takedowns, following the effective date of the Registration
Statement or the closing of the previous Takedown, as applicable, and P is equal
to the weighted average sale price of the Common Stock for (i) the 120 Trading
Day period or (ii) the number of Trading Days elapsed between Takedowns,
following the effective date of the Registration Statement or the closing of the
previous Takedown, as applicable (the "Subsequent Takedown Amount"). The Company
shall provide Purchaser a minimum of 20 business days prior written notice of
its intention to effect a Takedown.

            (e) SUBSEQUENT TAKEDOWN WARRANTS. At the closing of each Subsequent
Takedown ("Subsequent Takedown Closing"), the Company shall issue to Purchaser a
Warrant in substantially the form set forth in EXHIBIT F hereto to purchase a
number of shares of Common Stock equal to fifty percent of the Subsequent
Takedown Amount.

            (f) CONDITION TO SUBSEQUENT TAKEDOWNS. Subsequent Takedowns will be
subject to the conditions set forth in Section 6.1 hereof and the following:

                  (i) the effectiveness of the Registration Statement covering
resale of the Conversion Shares;

                  (ii) the accuracy and completeness of the Company's
representations and warranties set forth in Article IV hereof as of the closing
date of each Subsequent Takedown;

                  (iii) the absence of suspensions of trading in or delisting
(or pending delisting) of the Common Stock;

                  (iv) the receipt of a legal opinion from counsel for the
Company in form and substance satisfactory to Purchaser;



                                       11
<PAGE>

                  (v) the receipt of an accountant's "comfort letter" or "agreed
upon procedures" letter, as appropriate;

                  (vi) the completion of due diligence investigations regarding
the Company by Purchaser and absence of disputes with respect thereto; and

                  (vii) the absence of material adverse changes in the Company's
financial condition or prospects or share listing status or price.

            (g) ADDITIONAL TAKEDOWN LIMITS. In no event shall the Purchaser (or
"group") as such term is defined in Rule 13d-3 of the Exchange Act) receive
Conversion Shares, upon the issuance of any Common Stock as a result of a
Takedown or the exercise of any Warrants, if, immediately after giving effect to
such issuance, the Purchaser (or group) would beneficially own (excluding for
such purpose additional Common Stock beneficially owned through ownership of the
Warrants) in excess of 4.99% of the Common Stock then outstanding. This
provision will not be effective in an Event of Default which remains uncured for
a period of 10 days.

            (h) CANCELLATION OF COMMITMENT. In the event the Company does not
request and close a Takedown during any consecutive 180 day period following the
Closing Date, all remaining portions of the Commitment Amount shall be canceled
automatically and the Company shall have no further rights pursuant to Section
2.4(c) hereof.

             ARTICLE III. PAYMENT TERMS OF CONVERTIBLE DEBENTURES

      SECTION 3.1 PAYMENT OF PRINCIPAL AND INTEREST; PAYMENT MECHANICS. The
Company will pay all amounts due on each Convertible Debenture by the method and
at the address specified for such purpose by Purchaser in writing, without the
presentation or surrender of any Convertible Debenture or the making of any
notation thereon, except that upon written request of the Company made
concurrently with or reasonably promptly after payment or prepayment in full of
this Convertible Debenture, the holder shall surrender the Convertible Debenture
for cancellation, reasonably promptly after any such request, to the Company at
its principal executive office. Prior to any sale or other disposition of any
Convertible Debenture, the holder thereof will, at its election, either endorse
thereon the amount of principal paid thereon and the last date to which interest
has been paid thereon or surrender the Convertible Debenture to the Company in
exchange for a new Convertible Debenture or Convertible Debentures. The Company
will afford the benefits of this Section 3.1 to any direct or indirect
transferee of the Convertible Debenture purchased under this Agreement and that
has made the same agreement relating to this Convertible Debenture as Purchaser
has in this Section 3.1; provided that such transferee is an "accredited
investor" under Rule 501 of the Securities Act.


                                       12
<PAGE>

      SECTION 3.2 PAYMENT OF INTEREST. Interest shall accrue on the
outstanding principal amount of each Convertible Debenture as of the date of
issuance and shall be payable as specified therein.

      SECTION 3.3 VOLUNTARY PREPAYMENT. For so long as no Event of Default shall
have occurred and is continuing, the Company may, at its option, repay, in whole
or in part, the Convertible Debentures, per the formula set forth in Section 5.1
of EXHIBIT A hereto, thereof following at least five (5) Business Days prior
written notice to Purchaser (the expiration of such five (5) Business Day period
being referred to as the "prepayment date"); PROVIDED, HOWEVER, that if such
date is not a Business Day, the prepayment date shall be the next Business Day
thereafter.

      SECTION 3.4 MANDATORY PREPAYMENTS.

            (a) Upon (i) the occurrence of a Change in Control of the Company,
      (ii) a transfer of all or substantially all of the assets of the Company
      to any Person in a single transaction or series of related transactions,
      (iii) a consolidation, merger or amalgamation of the Company with or into
      another Person in which the Company is not the surviving entity (other
      than a merger which is effected solely to change the jurisdiction of
      incorporation of the Company and results in a reclassification, conversion
      or exchange of outstanding shares of Common Stock solely into shares of
      Common Stock) (each of items (i), (ii) and (iii) being referred to as a "
      Sale Event"), or (iv) the occurrence of a Registration Default which
      continues uncured for a period of ten (10) days, then, in each case, the
      Company shall, upon request of the Majority Holders, redeem the
      Convertible Debentures and Warrants, subject to the provisions of SECTION
      5 of the Convertible Debentures and SECTION 13 of the Warrants,
      respectively. The redemption price payable upon any such redemption shall
      be the Redemption Price in SECTION 5 of the Convertible Debentures and
      SECTION 13 of the Warrants, respectively (referred to herein as the
      "Formula Price").

            (b) At the option of Purchaser, upon the consummation of one or more
      Financings, the Company shall use 25% of the Net Cash Proceeds therefrom
      (unless such Net Cash Proceeds from each such Financing is less than
      $250,000) to redeem the Convertible Debentures.

            (c) Upon the issuance of the Maximum Number of Shares and the
      failure within 40 days of such issuance to obtain shareholder approval to
      issue additional shares of Common Stock (the " Redemption Event"), the
      Company shall redeem the outstanding balance of each Convertible Debenture
      and Warrant for the Formula Price.

            (d) In the event that there is an insufficient number of authorized,
      issuable, unlegended and freely tradeable shares of Common Stock
      registered under the Registration Statement filed by the Company to fully
      convert the Convertible Debentures and exercise all Warrants held by
      Purchaser and sell such shares issued thereon, then the Company shall
      immediately file an amendment to the then current registration statement
      to register a sufficient number of such shares to convert said Convertible
      Debentures and Warrants.


                                       13
<PAGE>

Upon the failure within ten (10) Trading Days to register a sufficient number of
such shares, the Company shall redeem the outstanding balance of each
Convertible Debenture and Warrant for the Formula Price. In addition, failure of
the Company to register a sufficient number of such shares to fully convert said
Convertible Debentures and exercise such Warrants shall be a Registration
Default under SECTION 10.4(E) from the date of the Notice of Conversion to the
date of the earlier of (i) the redemption of the outstanding balance of the
Convertible Debentures and exercise of all such Warrants or (ii) full conversion
of the Convertible Debentures and exercise of all such Warrants.

SECTION 3.5 PREPAYMENT PROCEDURES.

      (a) Any permitted prepayment or redemption of the Convertible Debentures
and Warrants, as applicable pursuant to Sections 3.3 or 3.4 above shall be
deemed to be effective and consummated (for purposes of determining the Formula
Price and the time at which Purchaser shall thereafter not be entitled to
deliver a Notice of Conversion for the Convertible Debentures) as follows:

            (i) A prepayment pursuant to Section 3.3, the "prepayment date"
specified therein;

            (ii) A redemption pursuant to Section 3.4(a), the date of
consummation of the applicable Sale Event or the Registration Default;

            (iii) A redemption pursuant to Section 3.4(b), three (3) Business
Days following the date of consummation of the applicable Financing (meaning
closing and funding); and

            (iv) A redemption pursuant to Section 3.4(c), the date specified in
each Convertible Debenture.

      (b) On the Maturity Date and on the effective date of a repayment or
redemption of the Convertible Debentures and Warrants as specified in Section
3.5(a) above, the Company shall deliver by wire transfer of funds the
repayment/redemption price to Purchaser of the Convertible Debentures and
Warrants subject to redemption. Should Purchaser not receive payment of any
amounts due on redemption of its Convertible Debentures and Warrants by reason
of the Company's failure to make payment at the times prescribed above for any
reason, the Company shall pay to the applicable holder on demand (x) interest on
the sums not paid when due at an annual rate equal to the maximum lawful rate
compounded at the end of each thirty (30) days, until the applicable holder is
paid in full and (y) all costs of collection, including, but not limited to,
reasonable attorneys' fees and costs, whether or not suit or other formal
proceedings are instituted.


                                       14
<PAGE>

      (c) The Company shall select the Convertible Debentures and Warrants to be
redeemed in any redemption in which not all of the Convertible Debentures and
Warrants are to be redeemed so that the ratio of the Convertible Debentures and
Warrants of each holder selected for redemption to the total Convertible
Debentures and Warrants owned by that holder shall be the same as the ratio of
all such Convertible Debentures and Warrants selected for redemption bears to
the total of all then outstanding Convertible Debentures and Warrants. Should
any Convertible Debentures and Warrants required to be redeemed under the terms
hereof not be redeemed solely by reason of limitations imposed by law, the
applicable Convertible Debentures and Warrants shall be redeemed on the earliest
possible dates thereafter to the maximum extent permitted by law.

      (d) Any Notice of Conversion delivered by Purchaser (including delivery
via telecopy) to the Company prior to the (x) Maturity Date or (y) effective
date of a voluntary repayment pursuant to Section 3.3 or a mandatory prepayment
pursuant to Section 3.4 as specified in Section 3.5(a) above), shall be honored
by the Company and the conversion of the Convertible Debentures shall be deemed
effected on the Conversion Date. In addition, between the effective date of a
voluntary prepayment pursuant to Section 3.3 or a mandatory prepayment pursuant
to Section 3.4 as specified in Section 3.5(a) above and the date the Company is
required to deliver the redemption proceeds in full to Purchaser, Purchaser may
deliver a Notice of Conversion to the Company. Such notice will be (x) of no
force or effect if the Company timely pays the redemption proceeds to Purchaser
when due or (y) honored on or as of the date of the Notice of Conversion if the
Company fails to timely pay the redemption proceeds to Purchaser when due.

SECTION 3.6 PAYMENT OF ADDITIONAL AMOUNTS.

      (a) Any and all payments by the Company hereunder or under the Convertible
Debentures to Purchaser and each "qualified assignee" thereof shall be made free
and clear of and without deduction or withholding for any and all present or
future taxes, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto (all such taxes, levies, imposts, deductions,
charges, withholdings and liabilities being hereinafter referred to as " Taxes")
unless such Taxes are required by law or the administration thereof to be
deducted or withheld. If the Company shall be required by law or the
administration thereof to deduct or withhold any Taxes from or in respect of any
sum payable under the Convertible Debentures (i) the holders of the Convertible
Debentures subject to such Taxes shall have the right, but not the obligation,
for a period of thirty (30) days commencing upon the day it shall have received
written notice from the Company that it is required to withhold Taxes to
transfer all or any portion of the Convertible Debentures to a qualified
assignee to the extent such transfer can be effected in accordance with the
other provisions of this Agreement and applicable law; (ii) the Company shall
make such deductions or withholdings; (iii) the sum payable shall be increased
as may be necessary so that after making all required deductions or withholdings
(including deductions or withholdings applicable to additional amounts paid
under this Section 3.6) Purchaser receives an amount


                                       15
<PAGE>

equal to the sum it would have received if no such deduction or withholding had
been made; and (iv) the Company shall forthwith pay the full amount deducted or
withheld to the relevant taxation or other authority in accordance with
applicable. A "qualified assignee" of a Purchaser is a Person that is organized
under the laws of (i) the United States or (II) any jurisdiction other than the
United States or any political subdivision thereof and that (y) represents and
warrants to the Company that payments of the Company to such assignee under the
laws in existence on the date of this Agreement would not be subject to any
Taxes and (z) from time to time, as and when requested by the Company, executes
and delivers to the Company and the Internal Revenue Service forms, and provides
the Company with any information necessary to establish such assignee's
continued exemption from Taxes under applicable law.

      (b) The Company shall forthwith pay any present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies (all such taxes, charges and levies hereinafter referred to as " Other
Taxes") which arise from any payment made under any of the Transaction
Agreements or from the execution, delivery or registration of, or otherwise with
respect to, this Agreement other than Taxes payable solely as a result of the
transfer from Purchaser to a Person of any Security.

      (c) The Company shall indemnify Purchaser, or qualified assignee, for the
full amount of Taxes or Other Taxes (including, without limitation, any Taxes or
Other Taxes imposed by any jurisdiction on amounts payable under this Section
3.6) paid by Purchaser, or qualified assignee, and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto,
whether or not such Taxes or Other Taxes were correctly or legally asserted.
Payment under this indemnification shall be made within 30 days from the date
Purchaser or assignee makes written demand therefor. A certificate as to the
amount of such Taxes or Other Taxes submitted to the Company by Purchaser or
assignee shall be conclusive evidence of the amount due from the Company to such
party.

      (d) Within 30 days after the date of any payment of Taxes, the Company
will furnish to Purchaser the original or a certified copy of a receipt
evidencing payment thereof.

      (e) Purchaser shall provide to the Company a form W-8, stating that it is
a non-U.S. person, together with any additional tax forms which may be required
under the Code, as amended after the date hereof, to allow interest payments to
be made to it without deduction.

                  ARTICLE IV. REPRESENTATIONS AND WARRANTIES

      The Company represents and warrants to Purchaser, as of the Closing Date
and again at the closing of each Subsequent Takedown, the following:


                                       16
<PAGE>

      SECTION 4.1 ORGANIZATION AND QUALIFICATION. The Company and each
Subsidiary is a corporation (or other legal entity) duly organized, validly
existing and in good standing under the laws of its jurisdiction of
incorporation, with full power and authority to own, lease, use and operate its
properties and to carry on its business as and where now owned, leased, used,
operated and conducted. The Company is qualified to conduct business as a
foreign corporation and is in good standing in every jurisdiction in which the
nature of the business conducted by it makes such qualification necessary,
except where such failure would not have a Material Adverse Effect. A " Material
Adverse Effect" means any material adverse effect on the operations, results of
operations, properties, assets or condition (financial or otherwise) of the
Company or the Company and its Subsidiaries, taken as a whole, or on the
transactions contemplated hereby or by the agreements or instruments to be
entered into in connection herewith.

      SECTION 4.2 AUTHORIZATION AND EXECUTION.

            (a) The Company has all requisite corporate power and authority to
enter into and perform each Transaction Agreement and to consummate the
transactions contemplated hereby and thereby and to issue the Securities in
accordance with the terms hereof and thereof.

            (b) The execution, delivery and performance by the Company of each
Transaction Agreement and the issuance by the Company of the Securities have
been duly and validly authorized and no further consent or authorization of the
Company, its Board of Directors or its shareholders is required.

            (c) This Agreement has been duly executed and delivered by the
Company.

            (d) This Agreement constitutes, and upon execution and delivery
thereof by the Company, each of the Transaction Agreements will constitute, a
valid and binding agreement of the Company, in each case enforceable against the
Company in accordance with its respective terms.

      SECTION 4.3 CAPITALIZATION. As of the date hereof, the authorized, issued
and outstanding capital stock of the Company is as set forth on SCHEDULE 4.3
hereto and except as set forth on SCHEDULE 4.3 no other shares of capital stock
of the Company will be outstanding as of the Closing Date. All of such
outstanding shares of capital stock are, or upon issuance will be, duly
authorized, validly issued, fully paid and nonassessable. No shares of capital
stock of the Company are subject to preemptive rights or similar rights of the
stockholders of the Company or any liens or encumbrances imposed through the
actions or failure to act of the Company. Other than as set forth on SCHEDULE
4.3 hereto, as of the date hereof, (i) there are no outstanding options,
warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal,
agreements, understandings, claims or other commitments or rights of any
character whatsoever relating to, or securities or rights convertible into or
exchangeable for any shares of capital stock of the Company or any of its
Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is
or may become bound to issue


                                       17
<PAGE>

additional shares of capital stock of the Company or any of its Subsidiaries,
and (ii) there are no agreements or arrangements under which the Company or any
of its Subsidiaries are obligated to register the sale of any of its or their
securities under the Securities Act (except pursuant to the Registration Rights
Agreement) and (iii) there are no anti-dilution or price adjustment provisions
contained in any security issued by the Company (or in any agreement providing
rights to security holders) that will be triggered by the issuance of the
Convertible Debentures or Conversion Shares. The Company has furnished to
Purchaser true and correct copies of the Company's Corporate Documents, and the
terms of all securities convertible into or exercisable for Common Stock and the
material rights of the holders thereof in respect thereto.

      SECTION 4.4 GOVERNMENTAL AUTHORIZATION. The execution and delivery by
the Company of the Transaction Agreements does not and will not, the issuance
and sale by the Company of the Securities does not and will not, and the
consummation of the transactions contemplated hereby and by the other
Transaction Agreements will not, require any action by or in respect of, or
filing with, any governmental body, agency or governmental official except (a)
such actions or filings that have been undertaken or made prior to the date
hereof and that will be in full force and effect (or as to which all applicable
waiting periods have expired) on and as of the date hereof or which are not
required to be filed on or prior to the Closing Date, (b) such actions or
filings that, if not obtained, would not result in a Material Adverse Effect,
(c) listing applications (" Listing Applications") to be filed with the OTC
Bulletin Board or the National Market relating to the Conversion Shares of
Common Stock issuable upon conversion of the Convertible Debentures, and (d) the
filing of a "Form D" as described in Section 7.13 below.

      SECTION 4.5 ISSUANCE OF SHARES. Upon conversion in accordance with the
terms of the Convertible Debentures and exercise of the Warrants, the Conversion
Shares shall be duly and validly issued and outstanding, fully paid and
nonassessable, free and clear of any Taxes, Liens and charges with respect to
issuance and shall not be subject to preemptive rights or similar rights of any
other stockholders of the Company. Assuming the representations and warranties
of Purchaser herein are true and correct in all material respects, each of the
Securities will have been issued in material compliance with all applicable U.S.
federal and state securities laws. The Company understands and acknowledges
that, in certain circumstances, the issuance of Conversion Shares could dilute
the ownership interests of other stockholders of the Company. The Company
further acknowledges that its obligation to issue Conversion Shares upon
conversion of the Convertible Debentures and exercise of the Warrants is
absolute and unconditional regardless of the dilutive effect that such issuance
may have on the ownership interests of other stockholders of the Company.

      SECTION 4.6 NO CONFLICTS. The execution and delivery by the Company of the
Transaction Agreements to which it is a party did not and will not, the issuance
and sale by the Company of the Securities did not and will not and the
consummation of the transactions contemplated hereby and by the other
Transaction Agreements will not, contravene or constitute a default under or
violation of (i) any provision of applicable law or regulation, (ii) the Company
Corporate Documents, (iii) any agreement, judgment, injunction, order, decree or
other instrument binding upon the Company or any Subsidiary or any of their
respective assets, or result in the creation or imposition of any Lien


                                       18
<PAGE>

on any asset of the Company or any Subsidiary. The Company and each Subsidiary
is in compliance with and conforms to all statutes, laws, ordinances, rules,
regulations, orders, restrictions and all other legal requirements of any
domestic or foreign government or any instrumentality thereof having
jurisdiction over the conduct of its businesses or the ownership of its
properties, except where such failure would not have a Material Adverse Effect.

      SECTION 4.7 FINANCIAL INFORMATION. Since April 30, 2000 (the "Balance
Sheet Date"), except as disclosed in SCHEDULE 4.7, there has been (x) no
material adverse change in the assets or liabilities, or in the business or
condition, financial or otherwise, or in the results of operations or prospects,
of the Company and its Subsidiaries, whether as a result of any legislative or
regulatory change, revocation of any license or rights to do business, fire,
explosion, accident, casualty, labor trouble, flood, drought, riot, storm,
condemnation, act of God, public force or otherwise and (y) no material adverse
change in the assets or liabilities, or in the business or condition, financial
or otherwise, or in the results of operations or prospects, of the Company and
its subsidiaries except in the ordinary course of business; and no fact or
condition exists or is contemplated or threatened which might cause such a
change in the future. The unaudited consolidated balance sheets of the Company
and its Subsidiaries for the periods ending December 31, 1999, and the related
consolidated statements of income, changes in stockholders' equity and changes
in cash flows for the periods then ended, including the footnotes thereto,
except as indicated therein, (i) complied in all material respects with
applicable accounting requirements and (ii) have been prepared in accordance
with GAAP consistently applied throughout the periods indicated, except that the
unaudited financial statements do not contain notes and may be subject to normal
audit adjustments and normal annual adjustments. Such financial statements
fairly present the financial condition of the Company and its Subsidiaries at
the dates indicated and the consolidated results of their operations and cash
flows for the periods then ended and, except as indicated therein, reflect all
claims against and all Debts and liabilities of the Company and its
Subsidiaries, fixed or contingent.

      SECTION 4.8 LITIGATION. Except as set forth on SCHEDULE 4.8, there is no
action, suit or proceeding pending or, to the knowledge of the Company,
threatened against the Company or any Subsidiary, before any court or arbitrator
or any governmental body, agency or official in which there is a reasonable
possibility of an adverse decision which could materially adversely affect the
business, condition (financial or otherwise), operations, performance,
properties or prospects of the Company or which challenges the validity of any
Transaction Agreements.


                                       19
<PAGE>

      SECTION 4.9 COMPLIANCE WITH ERISA AND OTHER BENEFIT PLANS.

      (a) Each member of the ERISA Group has fulfilled its obligations under the
minimum funding standards of ERISA and the Code with respect to each Plan and is
in compliance in all material respects with the presently applicable provisions
of ERISA and the Code with respect to each Plan. No member of the ERISA Group
has (i) sought a waiver of the minimum funding standard under Section 412 of the
Code in respect of any Plan, (ii) failed to make any required contribution or
payment to any Plan or Multiemployer Plan or in respect of any Benefit
Arrangement, or made any amendment to any Plan or Benefit Arrangement, which as
resulted or could result in the imposition of a Lien or the posting of a bond or
other security under ERISA or the Code or (iii) incurred any liability under
Title IV of ERISA other than a liability to the PBGC for premiums under Section
4007 of ERISA.

      (b) The benefit plans not covered under clause (a) above (including profit
sharing, deferred compensation, stock option, employee stock purchase, bonus,
retirement, health or insurance plans, collectively the " Benefit Plans")
relating to the employees of the Company are duly registered where required by,
and are in good standing in all material respects under, all applicable laws.
All required employer and employee contributions and premiums under the Benefit
Plans to the date hereof have been made, the respective fund or funds
established under the Benefit Plans are funded in accordance with applicable
laws, and no past service funding liabilities exist thereunder.

      (c) No Benefit Plans have any unfunded liabilities, either on a "going
concern" or "winding up" basis and determined in accordance with all applicable
laws and actuarial practices and using actuarial assumptions and methods that
are reasonable in the circumstances. No event has occurred and no condition
exists with respect to any Benefit Plans that has resulted or could reasonably
be expected to result in any pension plan having its registration revoked or
wound up (in whole or in part) or refused for the purposes of any applicable
laws or being placed under the administration of any relevant pension benefits
regulatory authority or being required to pay any taxes or penalties (in any
material amounts) under any applicable laws.

      SECTION 4.10 ENVIRONMENTAL MATTERS. The costs and liabilities associated
with Environmental Laws (including the cost of compliance therewith) are
unlikely to have a material adverse effect on the business, condition (financial
or otherwise), operations, performance, properties or prospects of the Company
or any Subsidiary. Each of the Company and the Subsidiaries conducts its
businesses in compliance in all material respects with all applicable
Environmental Laws.

      SECTION 4.11 TAXES. All United States federal, state, county,
municipality, local or foreign income tax returns and all other material tax
returns (including foreign tax returns) which are required to be filed by or on
behalf of the Company and each Subsidiary have been filed and all material taxes
due pursuant to such returns or pursuant to any assessment received by the
Company and each Subsidiary have been paid except those being disputed in good
faith and for which adequate reserves have been established. The charges,
accruals and reserves on the books of the Company


                                       20
<PAGE>

and each Subsidiary in respect of taxes and other governmental charges have been
established in accordance with GAAP.

      SECTION 4.12 INVESTMENTS, JOINT VENTURES. Other than as set forth in
Schedule 4.12, the Company has no Subsidiaries or other direct or indirect
Investment in any Person, and the Company is not a party to any partnership,
management, shareholders' or joint venture or similar agreement.

      SECTION 4.13 NOT AN INVESTMENT COMPANY. Neither the Company nor any
Subsidiary is an "Investment Company" within the meaning of Investment Company
Act of 1940, as amended.

      SECTION 4.14 FULL DISCLOSURE. The information heretofore furnished by the
Company to Purchaser for purposes of or in connection with this Agreement or any
transaction contemplated hereby does not, and all such information hereafter
furnished by the Company or any Subsidiary to Purchaser will not (in each case
taken together and on the date as of which such information is furnished),
contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements contained therein, in the light of the
circumstances under which they are made, not misleading.

      SECTION 4.15 NO SOLICITATION; NO INTEGRATION WITH OTHER OFFERINGS. No form
of general solicitation or general advertising was used by the Company or, to
the best of its actual knowledge, any other Person acting on behalf of the
Company, in connection with the offer and sale of the Securities. Neither the
Company, nor, to its knowledge, any Person acting on behalf of the Company, has,
either directly or indirectly, sold or offered for sale to any Person (other
than Purchaser) any of the Securities or, within the six months prior to the
date hereof, any other similar security of the Company except as contemplated by
this Agreement, and the Company represents that neither itself nor any Person
authorized to act on its behalf (except that the Company makes no representation
as to Purchaser and their Affiliates) will sell or offer for sale any such
security to, or solicit any offers to buy any such security from, or otherwise
approach or negotiate in respect thereof with, any Person or Persons so as
thereby to cause the issuance or sale of any of the Securities to be in
violation of any of the provisions of Section 5 of the Securities Act. The
issuance of the Securities to Purchaser will not be integrated with any other
issuance of the Company's securities (past, current or future) which requires
stockholder approval under the rules of the OTC Bulletin Board.

      SECTION 4.16 PERMITS. (a) Each of the Company and its Subsidiaries has all
material Permits; (b) all such Permits are in full force and effect, and each of
the Company and its Subsidiaries has fulfilled and performed all material
obligations with respect to such Permits; (c) no event has occurred which
allows, or after notice of lapse of time would allow, revocation or termination
by the issuer thereof or which results in any other material impairment of the
rights of the holder of any such Permit; and (d) the Company has no reason to
believe that any governmental body or agency is considering limiting, suspending
or revoking any such Permit.


                                       21
<PAGE>

      SECTION 4.17 LEASES. Neither the Company nor any Subsidiary is a party to
any capital lease obligation with a value greater than $250,000 or to any
operating lease with an aggregate annual rental greater than $250,000 during the
life of such lease.

      SECTION 4.18 ABSENCE OF ANY UNDISCLOSED LIABILITIES OR CAPITAL CALLS.
There are no liabilities of the Company or any Subsidiary of any kind
whatsoever, whether accrued, contingent, absolute, determined, determinable or
otherwise, and there is no existing condition, situation or set of circumstances
which would reasonably be expected to result in such a liability, other than (i)
those liabilities provided for in the financial statements delivered pursuant to
Section 4.7 and (ii) other undisclosed liabilities which, individually or in the
aggregate, would not have a Material Adverse Effect.

      SECTION 4.19 PUBLIC UTILITY HOLDING COMPANY. Neither the Company nor any
Subsidiary is, or will be upon issuance and sale of the Securities and the use
of the proceeds described herein, subject to regulation under the Public Utility
Holding Company Act of 1935, as amended, the Federal Power Act, the Interstate
Commerce Act or to any federal or state statute or regulation limiting its
ability to issue and perform its obligations under any Transaction Agreement.

      SECTION 4.20 INTELLECTUAL PROPERTY RIGHTS. Each of the Company and its
Subsidiaries owns, or is licensed under, and has the rights to use, all material
patents, trademarks, trade names, copyrights, technology, know-how and processes
(collectively, " Intellectual Property") used in, or necessary for the conduct
of its business; no claims have been asserted by any Person to the use of any
such Intellectual Property or challenging or questioning the validity or
effectiveness of any license or agreement related thereto. To the best of
Company's and its Subsidiaries' knowledge, there is no valid basis for any such
claim and the use of such Intellectual Property by the Company and its
Subsidiaries will not infringe upon the rights of any Person.

      SECTION 4.21 INSURANCE. The Company and its Subsidiaries maintain, with
financially sound and reputable insurance companies, insurance in at least such
amounts and against such risks such that any uninsured loss would not have a
Material Adverse Effect. All insurance coverages of the Company and its
Subsidiaries are in full force and effect and there are no past due premiums in
respect of any such insurance.

      SECTION 4.22 TITLE TO PROPERTIES. The Company and its Subsidiaries have
good and marketable title to all their respective properties free and clear of
all Liens.

      SECTION 4.23 INTERNAL ACCOUNTING CONTROLS. The Company and each of its
Subsidiaries maintain a system of internal accounting controls sufficient, in
the judgment of the Company's Board of Directors, to provide reasonable
assurance that (i) transactions are executed in accordance with managements'
general or specific authorizations, (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with GAAP and to
maintain asset accountability, (iii) access to assets is permitted only in
accordance with management's general or specific

                                       22
<PAGE>

authorization, and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.

      SECTION 4.24 YEAR 2000 COMPLIANCE.

      (a) COMPUTER AND OTHER SYSTEMS. (i) All software programs and computer
hardware that are owned, leased or licensed by the Company and each Subsidiary,
or used by third parties on behalf of the Company and each Subsidiary
("Computer Systems"), are designated to be used prior to, during and after the
calendar year 2000 A.D., including leap years; (ii) all other operational
systems that use software or equipment that are owned, leased, or licensed by
the Company and each Subsidiary, or used by third parties on behalf of the
Company and each Subsidiary ("Other Systems"), are designated to be used prior
to, during or after the calendar year 2000 A.D., including leap years; (iii) the
Computer systems and Other Systems will properly operate during each such period
without error or degradation of performance caused by a lack of Year 2000
Capabilities; and (iv) the Computer Systems and Other Systems will properly
operate during each such period without requiring intervention or modification
to Date Data.

      (b) CAPABILITIES OF SUPPLIERS, VENDORS AND LANDLORDS. To the best of the
Company's knowledge after specific inquiry of all of its material suppliers,
vendors and landlords, the Company and each Subsidiary will not suffer a loss
from interruption or cessation of business operations, in whole or in part, as a
result of such suppliers, vendors or landlords failing to provide materials,
labor, supplies or access to leased space for the operation of the Company and
each Subsidiary as a result of such suppliers or vendors not having Year 2000
Capabilities.

      (c) CAPABILITIES. For purposes of this Agreement, (x) "Year 2000
Capabilities" means the ability to: (i) manage and manipulate data involving
dates, including single century formulas and multi-century formulas, in a manner
that will not cause an abnormally ending scenario or generate incorrect values
or invalid results involving such dates; (ii) include the indication of proper
century dates in all date-related user interface functions and date fields; and
(iii) operate with proper century dates in date-related software or hardware
interface functions; and (y) "Date Data" means any existing data or input of
date which includes an indication of or reference to date.

      SECTION 4.25 FOREIGN PRACTICES. Neither the Company nor any of its
Subsidiaries nor, to the Company's knowledge, any employee or agent of the
Company or any Subsidiary has made any payments of funds of the Company or
Subsidiary, or received or retained any funds, in each case in violation of any
law, rule or regulation.

      SECTION 4.26 TITLE TO CERTAIN ASSETS. The Company owns the assets
designated as collateral and described on Exhibit A to the Security Agreement,
free and clear of any lien or encumbrance.


                                       23
<PAGE>

            ARTICLE V. REPRESENTATIONS AND WARRANTIES OF PURCHASER

      SECTION 5.1 PURCHASER. Purchaser hereby represents and warrants to the
Company that:

            (a) Purchaser is an "accredited investor" within the meaning of Rule
      501(a) under the Securities Act and the Securities to be acquired by it
      pursuant to this Agreement are being acquired for its own account and, as
      of the date hereof, not with a view toward, or for sale in connection
      with, any distribution thereof except in compliance with applicable United
      States federal and state securities law; provided that the disposition of
      Purchaser's property shall at all times be and remain within its control;

            (b) the execution, delivery and performance of this Agreement and
      the purchase of the Securities pursuant thereto are within Purchaser's
      corporate or partnership powers, as applicable, and have been duly and
      validly authorized by all requisite corporate or partnership action;

            (c) this Agreement has been duly executed and delivered by
      Purchaser;

            (d) the execution and delivery by Purchaser of the Transaction
      Agreements to which it is a party does not, and the consummation of the
      transactions contemplated hereby and thereby will not, contravene or
      constitute a default under or violation of (i) any provision of applicable
      law or regulation, or (ii) any agreement, judgment, injunction, order,
      decree or other instrument binding upon Purchaser;

            (e) Purchaser understands that the Securities have not been
      registered under the Securities Act and may not be transferred or sold
      except as specified in this Agreement or the remaining Transaction
      Agreements;

            (f) this Agreement constitutes a valid and binding agreement of
      Purchaser enforceable in accordance with its terms, subject to (i)
      applicable bankruptcy, insolvency or similar laws affecting the
      enforceability of creditors rights generally and (ii) equitable principles
      of general applicability;

            (g) Purchaser has such knowledge and experience in financial and
      business matters so as to be capable of evaluating the merits and risks of
      its investment in the Securities and Purchaser is capable of bearing the
      economic risks of such investment;

            (h) Purchaser is knowledgeable, sophisticated and experienced in
      business and financial matters; Purchaser has previously invested in
      securities similar to the Securities and fully understands the limitations
      on transfer described herein; Purchaser has been afforded access to
      information about the Company and the financial condition, results of
      operations, property, management and prospects of the Company sufficient
      to enable it to evaluate its investment in the Securities; Purchaser has
      been afforded the opportunity to ask such


                                       24
<PAGE>

      questions as it has deemed necessary of, and to receive answers from,
      representatives of the Company concerning the terms and conditions of the
      offering of the Securities and the merits and the risks of investing in
      the Securities; and Purchaser has been afforded the opportunity to obtain
      such additional information which the Company possesses or can acquire
      that is necessary to verify the accuracy and completeness of the
      information given to Purchaser concerning the Company. The foregoing does
      not in any way relieve the Company of its representations and other
      undertakings hereunder, and shall not limit Purchaser's ability to rely
      thereon;

            (i) no part of the source of funds used by Purchaser to acquire the
      Securities constitutes assets allocated to any separate account maintained
      by Purchaser in which any employee benefit plan (or its related trust) has
      any interest; and

            (j) Purchaser is a corporation organized under the laws of Bermuda.

          ARTICLE VI. CONDITIONS PRECEDENT TO PURCHASE OF SECURITIES

      SECTION 6.1 CONDITIONS PRECEDENT TO PURCHASERS OBLIGATIONS TO PURCHASE.
The obligation of Purchaser hereunder to purchase the Convertible Debentures at
the Closing and at each Subsequent Takedown Closing is subject to the
satisfaction, on or before the Closing Date and each Subsequent Takedown Closing
Date, of each of the following conditions, provided that these conditions are
for Purchaser's sole benefit and may be waived by Purchaser at any time in its
sole discretion:

            (a) The Company shall have duly executed this Agreement, the
      Warrant, the Registration Rights Agreement, and the Security Agreement and
      all other appropriate financing statements, and delivered the same to
      Purchaser;

            (b) The Company shall have delivered to Purchaser duly executed
      certificates representing the Convertible Debentures and Warrants in
      accordance with Section 2.3 hereof;

            (c) The Company shall have delivered the Solvency Certificate;

            (d) The representations and warranties of the Company contained in
      each Transaction Agreement shall be true and correct in all material
      respects as of the date when made and as of the Closing Date as though
      made at such time (except for representations and warranties that speak as
      of a specified date) and the Company shall have performed, satisfied and
      complied with all covenants, agreements and conditions required by such
      Transaction Agreements to be performed, satisfied or complied with by it
      at or prior to the Closing Date. Purchaser shall have received an
      Officer's Certificate executed by the chief executive officer of the
      Company, dated as of the Closing Date, to the foregoing effect and as to
      such other matters as may be reasonably requested by Purchaser, including
      but not limited to certificates


                                       25
<PAGE>

      with respect to the Company Corporate Documents, resolutions relating to
      the transactions contemplated hereby and the incumbencies of certain
      officers and Directors of the Company. The form of such certificate is
      attached hereto as EXHIBIT D;

            (e) The Company shall have received all governmental, Board of
      Directors, shareholders and third party consents and approvals necessary
      or desirable in connection with the issuance and sale of the Securities
      and the consummation of the transactions contemplated by the Transaction
      Agreements;

            (f) All applicable waiting periods in respect to the issuance and
      sale of the Securities shall have expired without any action having been
      taken by any competent authority that could restrain, prevent or impose
      any materially adverse conditions thereon or that could seek or threaten
      any of the foregoing;

            (g) No law or regulation shall have been imposed or enacted that, in
      the judgment of Purchaser, could adversely affect the transactions set
      forth herein or in the other Transaction Agreements, and no law or
      regulation shall have been proposed that in the reasonable judgment of
      Purchaser could reasonably have any such effect;

            (h) Purchaser shall have received an opinion, dated the Closing
      Date, of counsel to the Company, in form and substance satisfactory to
      Purchaser;

            (i) All fees and expenses due and payable by the Company on or prior
      to the Closing Date shall have been paid;

            (j) The Company Corporate Documents and the Subsidiary Corporate
      Documents, if any, shall be in full force and effect and no term or
      condition thereof shall have been amended, waived or otherwise modified
      without the prior written consent of Purchaser;

            (k) There shall have occurred no material adverse change in the
      business, condition (financial or otherwise), operations, performance,
      properties or prospects of the Company or any Subsidiary since January 1,
      2000;

            (l) There shall exist no action, suit, investigation, litigation or
      proceeding pending or threatened in any court or before any arbitrator or
      governmental instrumentality that challenges the validity of or purports
      to affect this Agreement or any other Transaction Agreement, or other
      transaction contemplated hereby or thereby or that could reasonably be
      expected to have a Material Adverse Effect, or any material adverse effect
      on the enforceability of the Transaction Agreements or the Securities or
      the rights of the holders of the Securities or Purchaser hereunder;


                                       26
<PAGE>

            (m) Purchaser shall have confirmed the receipt of the Convertible
      Debentures and the Warrants to be issued, duly executed by the Company in
      the denominations and registered in the name of Purchaser;

            (n) There shall not have occurred any disruption or adverse change
      in the financial or capital markets generally, or in the market for the
      Common Stock (including but not limited to any suspension or delisting),
      which Purchaser reasonably deems material in connection with the purchase
      of the Securities;

            (o) Immediately before and after the Closing Date, no Default or
      Event of Default shall have occurred and be continuing;

            (p) Purchaser shall have received all other opinions, resolutions,
      certificates, instruments, agreements or other documents as they shall
      reasonably request;

            (q) Company shall have delivered to Purchaser the Use of Proceeds
      SCHEDULE 7.8.

            (r) Company shall have become a reporting company pursuant to
      Section 12 of the Securities Exchange Act of 1934, as amended.

      SECTION 6.2 CONDITIONS TO THE COMPANYS OBLIGATIONS. The obligations of
the Company to issue and sell the Securities to Purchaser pursuant to this
Agreement are subject to the satisfaction, at or prior to any Closing Date, of
the following conditions:

            (a)   The representations and warranties of Purchaser contained
      herein shall be true and correct in all material respects on the Closing
      Date and Purchaser shall have performed and complied in all material
      respects with all agreements required by this Agreement to be performed or
      complied with by Purchaser at or prior to the Closing Date;

            (b) The issue and sale of the Securities by the Company shall not be
      prohibited by any applicable law, court order or governmental regulation;

            (c) Receipt by the Company of duly executed counterparts of this
      Agreement and the Registration Rights Agreement signed by Purchaser;

            (d) The Company shall have received payment of Purchase Price, less
      the Expense Reimbursement Fee.

                      ARTICLE VII. AFFIRMATIVE COVENANTS

      The Company hereby agrees that, from and after the date hereof for so long
as any Convertible Debentures remain outstanding and for the benefit of
Purchaser:


                                       27
<PAGE>

      SECTION 7.1 INFORMATION. The Company will deliver to each holder of the
Convertible Debentures:

            (a) promptly upon the filing thereof, copies of (i) all registration
      statements (other than the exhibits thereto and any registration
      statements on Form S-8 or its equivalent), and (ii) all reports of Forms
      10-K, 10-Q and 8-K (or other equivalents) which the Company or any
      Subsidiary has filed with the Commission (collectively, "SEC Reports");

            (b) simultaneously with the delivery of each item referred to in
      clause (a) above, a certificate from the chief financial officer of the
      Company stating that no Default or Event of Default has occurred and is
      continuing, or, if as of the date of such delivery a Default shall have
      occurred and be continuing, a certificate from the Company setting forth
      the details of such Default or Event of Default and the action which the
      Company is taking or proposes to take with respect thereto;

            (c) within two (2) days after any officer of the Company obtains
      knowledge of a Default or Event of Default, or that any Person has given
      any notice or taken any action with respect to a claimed Default
      hereunder, a certificate of the chief financial officer of the Company
      setting forth the details thereof and the action which the Company is
      taking or proposed to take with respect thereto;

            (d) promptly upon the mailing thereof to the shareholders of the
      Company generally, copies of all financial statements, reports and proxy
      statements so mailed and any other document generally distributed to
      shareholders;

            (e) at least two (2) Business Days prior to the consummation of any
      Financing or other event requiring a repayment of the Convertible
      Debentures under Section 3.4, notice thereof together with a summary of
      all material terms thereof and copies of all documents and instruments
      associated therewith;

            (f) notice promptly upon the occurrence of any event by which the
      Reserved Amount becomes less than the sum of (i) 1.5 times the maximum
      number of Conversion Shares issuable pursuant to the Transaction
      Agreements; and

            (g) promptly following the commencement thereof, notice and a
      description in reasonable detail of any litigation or proceeding to which
      the Company or any Subsidiary is a party in which the amount involved is
      $250,000 or more and not covered by insurance or in which injunctive or
      similar relief is sought.

      SECTION 7.2 PAYMENT OF OBLIGATIONS. The Company will, and will cause each
Subsidiary to, pay and discharge, at or before maturity, all their respective
material obligations, including, without limitation, tax liabilities, except
where the same may be contested in good faith by


                                       28
<PAGE>

appropriate proceedings and will maintain, in accordance with GAAP, appropriate
reserves for the accrual of any of the same.

      SECTION 7.3 MAINTENANCE OF PROPERTY; INSURANCE. The Company will, and will
cause each Subsidiary to, keep all property useful and necessary in its business
in good working order and condition, ordinary wear and tear excepted. In
addition, the Company and each Subsidiary will maintain insurance in at least
such amounts and against such risks as it has insured against as of the Closing
Date.

      SECTION 7.4 MAINTENANCE OF EXISTENCE. The Company will, and will cause
each Subsidiary to, continue to engage in business of the same general type as
now conducted by the Company and such Subsidiaries, and will preserve, renew and
keep in full force and effect its respective corporate existence and their
respective material rights, privileges and franchises necessary or desirable in
the normal conduct of business.

      SECTION 7.5 COMPLIANCE WITH LAWS. The Company will, and will cause each
Subsidiary to, comply, in all material respects, with all federal, state,
municipal, local or foreign applicable laws, ordinances, rules, regulations,
municipal by-laws, codes and requirements of governmental authorities
(including, without limitation, Environmental Laws and ERISA and the rules and
regulations thereunder) except (i) where compliance therewith is contested in
good faith by appropriate proceedings or (ii) where non-compliance therewith
could not reasonably be expected, in the aggregate, to have a material adverse
effect on the business, condition (financial or otherwise), operations,
performance, properties or prospects of the Company or such Subsidiary.

      SECTION 7.6 INSPECTION OF PROPERTY, BOOKS AND RECORDS. The Company will,
and will cause each Subsidiary to, keep proper books of record and account in
which full, true and correct entries shall be made of all dealings and
transactions in relation to their respective businesses and activities; and will
permit, during normal business hours, Purchaser' Representative or an affiliate
thereof, as representatives of Purchaser, to visit and inspect any of their
respective properties, upon reasonable prior notice, to examine and make
abstracts from any of their respective books and records and to discuss their
respective affairs, finances and accounts with their respective executive
officers and independent public accountants (and by this provision the Company
authorizes its independent public accountants to disclose and discuss with
Purchaser the affairs, finances and accounts of the Company and its Subsidiaries
in the presence of a representative of the Company; provided, however, that such
discussions will not result in any unreasonable expense to the Company, without
Company consent), all at such reasonable times.

      SECTION 7.7 INVESTMENT COMPANY ACT. The Company will not be or become an
open-end investment trust, unit investment trust or face-amount certificate
company that is or is required to be registered under Section 8 of the
Investment Company Act of 1940, as amended.

      SECTION 7.8 USE OF PROCEEDS. The proceeds from the issuance and sale of
the Convertible Debentures by the Company shall be used in accordance with
SCHEDULE 7.8 attached hereto. None


                                       29
<PAGE>

of the proceeds from the issuance and sale of the Convertible Debentures by the
Company pursuant to this Agreement will be used directly or indirectly for the
purpose, whether immediate, incidental or ultimate, of purchasing or carrying
any "margin stock" within the meaning of Regulation G of the Board of Governors
of the Federal Reserve System.

      SECTION 7.9 COMPLIANCE WITH TERMS AND CONDITIONS OF MATERIAL CONTRACTS.
The Company will, and will cause each Subsidiary to, comply, in all respects,
with all terms and conditions of all material contracts to which it is subject.

      SECTION 7.10 RESERVED SHARES AND LISTINGS.

      (a) The Company shall at all times have authorized, and reserved for the
purpose of issuance, a sufficient number of shares of Common Stock to provide
for the full conversion of the outstanding Convertible Debentures and exercise
of the Warrants and issuance of the Conversion Shares (based on the conversion
price of the Convertible Debentures in effect from time to time and the exercise
price of the Warrants, respectively) (the "Reserved Amount"). The Company shall
not reduce the Reserved Amount without the prior written consent of Purchaser.
With respect to all Securities which contain an indeterminate number of shares
of Common Stock issuable in connection therewith (such as the Convertible
Debentures), the Company shall include in the Reserve Amount, no less than two
(2) times the number of shares that is then actually issuable upon conversion or
exercise of such Securities. If at any time the number of shares of Common Stock
authorized and reserved for issuance is below the number of Conversion Shares
issued or issuable upon conversion of the Convertible Debentures and exercise of
the Warrants, the Company will promptly take all corporate action necessary to
authorize and reserve a sufficient number of shares, including, without
limitation, either (x) calling a special meeting of shareholders to authorize
additional shares, in the case of an insufficient number of authorized shares or
(y) in lieu thereof, consummating the immediate repurchase of the Convertible
Debentures and the Warrants contemplated in Sections 3.4(c) and 10.3 hereof,
respectively.

      (b) The Company shall promptly file the Listing Applications and secure
the listing of the Conversion Shares upon each national securities exchange or
automated quotation system, if any, upon which shares of Common Stock are then
listed (subject to official notice of issuance) and shall 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 upon conversion or exercise of the
Convertible Debentures and Warrants, respectively. The Company will maintain the
listing and trading of its Common Stock on the OTC Bulletin Board. The Company
will use its commercially reasonable best efforts to obtain as soon as
practicable and maintain the listing and trading of its Common Stock on a
National Market. The Company will comply in all respects with the Company's
reporting, filing and other obligations under the bylaws or rules of the
National Association of Securities Dealers, Inc. (the "NASD") and such
exchanges, as applicable. The Company shall promptly provide to Purchaser copies
of any notices it receives regarding the continued eligibility of the Common
Stock for listing on the OTC Bulletin Board or any National Market.


                                       30
<PAGE>

      SECTION 7.11 TRANSFER AGENT INSTRUCTIONS. Upon receipt of a Notice of
Conversion or Notice of Exercise, as applicable, the Company shall immediately
direct the Company's transfer agent to issue certificates, registered in the
name of Purchaser or its nominee, for the Conversion Shares, in such amounts as
specified from time to time by Purchaser to the Company upon proper conversion
of the Convertible Debentures or exercise of the Warrants. Upon conversion of
any Convertible Debentures in accordance with their terms and/or exercise of any
Warrants in accordance with their terms, the Company will, and will use its best
lawful efforts to cause its transfer agent to, issue one or more certificates
representing shares of Common Stock in such name or names and in such
denominations specified by a Purchaser in a Notice of Conversion or Notice of
Exercise, as the case may be. As long as the Registration Statement contemplated
by the Registration Rights Agreement shall remain effective, the shares of
Common Stock issuable upon conversion of any Convertible Debentures or exercise
of the Warrants shall be issued to any transferee of such shares from Purchaser
without any restrictive legend upon appropriate evidence of transfer in
compliance with the Securities Act and the rules and regulations of the
Commission; provided that for so long as the Registration Statement is
effective, no opinion of counsel will be required to effect any such transfer.
The Company further warrants and agrees that no instructions other than these
instructions have been or will be given to its transfer agent. Nothing in this
Section 7.11 shall affect in any way a Purchaser's obligation to comply with all
securities laws applicable to Purchaser upon resale of such shares of Common
Stock, including any prospectus delivery requirements.

      SECTION 7.12 MAINTENANCE OF REPORTING STATUS; SUPPLEMENTAL INFORMATION. So
long as any of the Securities are outstanding, the Company shall timely file all
reports required to be filed with the Commission pursuant to the Exchange Act.
The Company shall not terminate its status as an issuer required to file reports
under the Exchange Act, even if the Exchange Act or the rules and regulations
thereunder would permit such termination. If at anytime the Company is not
subject to the requirements of Section 13 or 15(d) of the Exchange Act, the
Company will promptly furnish at its expense, upon request, for the benefit of
the holders from time to time of Securities, and prospective purchasers of
Securities, information satisfying the information requirements of Rule 144
under the Securities Act.

      SECTION 7.13 FORM D; BLUE SKY LAWS. The Company agrees to file a "Form D"
with respect to the Securities as required under Regulation D of the Securities
Act and to provide a copy thereof to Purchaser promptly after such filing. The
Company shall, on or before the Closing Date, take such action as the Company
shall reasonably determine is necessary to qualify the Securities for sale to
Purchaser at the Closing pursuant to this Agreement under applicable securities
or "blue sky" laws of the states of the United States (or to obtain an exemption
from such qualification), and shall provide evidence of any such action so taken
to Purchaser on or prior to the Closing Date.


                                       31
<PAGE>

                        ARTICLE VIII. NEGATIVE COVENANTS

      The Company hereby agrees that after the date hereof for so long as any
Convertible Debentures remain outstanding and for the benefit of Purchaser:

      SECTION 8.1 LIMITATIONS ON DEBT OR OTHER LIABILITIES. Neither the
Company nor any Subsidiary will create, incur, assume or suffer to exist (at any
time after the Closing Date, after giving effect to the application of the
proceeds of the issuance of the Securities) (i) any Debt except (x) Debt
incurred in a Permitted Financing, (y) Debt incurred in connection with
equipment leases to which the Company or its Subsidiaries are a party incurred
in the ordinary course of business; and (z) Debt incurred in connection with
trade accounts payable, imbalances and refunds arising in the ordinary course of
business and (ii) any equity securities (including Derivative Securities) (other
than those securities that are issuable (x) under or pursuant to stock option
plans, warrants or other rights programs that exist as of the date hereof, (z)
in connection with the acquisition (including by merger) of a business or of
assets otherwise permitted under this Agreement), unless the Company complies
with the mandatory prepayment terms of Section 3.4(b) hereof.

      SECTION 8.2 TRANSACTIONS WITH AFFILIATES. The Company and each
Subsidiary will not, directly or indirectly, pay any funds to or for the account
of, make any investment (whether by acquisition or stock or indebtedness, by
loan, advance, transfer of property, guarantee or other agreement to pay,
purchase or service, directly or indirectly, and Debt, or otherwise) in, lease,
sell, transfer or otherwise dispose of any assets, tangible or intangible, to,
or participate in, or effect any transaction in connection with any joint
enterprise or other joint arrangement with, any Affiliate, except, (1) pursuant
to those agreements specifically identified on SCHEDULE 8.2 attached hereto
(with a copy of such agreements annexed to such SCHEDULE 8.2) and (2) on terms
to the Company or such Subsidiary no less favorable than terms that could be
obtained by the Company or such Subsidiary from a Person that is not an
Affiliate of the Company upon negotiation at arms' length, as determined in good
faith by the Board of Directors of the Company; PROVIDED that no determination
of the Board of Directors shall be required with respect to any such
transactions entered into in the ordinary course of business.

      SECTION 8.3 MERGER OR CONSOLIDATION. The Company will not, in a single
transaction or a series of related transactions (i) consolidate with or merge
with or into any other Person, or (ii) permit any other Person to consolidate
with or merge into it, unless the Company shall be the survivor of such merger
or consolidation and (x) immediately before and immediately after given effect
to such transaction (including any indebtedness incurred or anticipated to be
incurred in connection with the transaction), no Default or Event of Default
shall have occurred and be continuing; and (y) the Company has delivered to
Purchaser an Officer's Certificate stating that such consolidation, merger or
transfer complies with this Agreement, and that all conditions precedent in this
Agreement relating to such transaction have been satisfied.

      SECTION 8.4 LIMITATION ON ASSET SALES. Neither the Company nor any
Subsidiary will consummate an Asset Sale of material assets of the Company or
any Subsidiary without the prior


                                       32
<PAGE>

written consent of Purchaser, which consent shall not be unreasonably withheld.
As used herein, "Asset Sale" means any sale, lease, transfer or other
disposition (or series of related sales, leases, transfers or dispositions) or
sales of capital stock of a Subsidiary (other than directors' qualifying
shares), property or other assets (each referred to for the purpose of this
definition as a "disposition"), including any disposition by means of a merger,
consolidation or similar transaction other than a disposition of property or
assets at fair market value in the ordinary course of business.

      SECTION 8.5 RESTRICTIONS ON CERTAIN AMENDMENTS. Neither the Company nor
any Subsidiary will waive any provision of, amend, or suffer to be amended, any
provision of such entity's existing Debt, any material contract or agreement
previously or hereafter filed by the Company with the Commission as part of its
SEC Reports, any Company Corporate Document or Subsidiary Corporate Document if
such amendment, in the Company's reasonable judgment, would materially adversely
affect Purchaser or the holders of the Securities without the prior written
consent of Purchaser.

      SECTION 8.6 PROHIBITION ON DISCOUNTED EQUITY OFFERINGS; REGISTRATION
RIGHTS.

            (a) In addition to and not in lieu of the covenant specified in
      Section 8.1 above, until such time as all of the Convertible Debentures
      have been either redeemed or converted into Conversion Shares in full, the
      Company agrees that it will not issue any of its equity securities (or
      securities convertible into or exchangeable or exercisable for equity
      securities (the "Derivative Securities")) on terms that allow a holder
      thereof to acquire such equity securities (or Derivative Securities) at a
      discount to the Market Price of the Common Stock at the time of issuance
      or, in the case of Derivative Securities at a conversion price based on
      any formula (other than standard anti-dilution provisions) based on the
      Market Price on a date later than the date of issuance so long as such
      conversion is not below the Market Price on the date of issuance (each
      such event, a "Discounted Equity Offering"). As used herein, "discount"
      shall include, but not be limited to, (i) any warrant, right or other
      security granted or offered in connection with such issuance which, on the
      applicable date of grant, is offered with an exercise or conversion price,
      as the case may be, at less than the then current Market Price of the
      Common Stock or, if such security has an exercise or conversion price
      based on any formula (other than standard anti-dilution provisions) based
      on the Market Price on a date later than the date of issuance, then at a
      price below the Market Price on such date of exercise or conversion, as
      the case may be, or (ii) any commissions, fees or other allowances paid in
      connection with such issuances (other than customary underwriter or
      placement agent commissions, fees or allowances). For the purposes of
      determining the Market Price at which Common Stock is acquired under this
      Section, normal underwriting commissions and placement fees (including
      underwriters' warrants) shall be excluded.

            (b) Until such time as all of the Convertible Debentures have been
      either redeemed or converted into Conversion Shares in full, the Company
      agrees it will not issue any of its equity securities (or Derivative
      Securities), unless any shares of Common Stock issued or issuable in
      connection therewith are "restricted securities." As used herein


                                       33
<PAGE>

      "restricted securities" shall mean securities which may not be sold by
      virtue of contractual restrictions imposed by the Company either pursuant
      to an exemption from registration under the Securities Act or pursuant to
      a registration statement filed by the Company with the Commission, in each
      case prior to twelve (12) months following the date of issuance of such
      securities.

            (c) The restrictions contained in this Section 8.6 shall not apply
      to the issuance by the Company of (or the agreement to issue) Common Stock
      or Derivative Securities in connection with (i) the acquisition (including
      by merger) of a business or of assets otherwise permitted under this
      Agreement, or (ii) stock option or other compensatory plans.

      SECTION 8.7 LIMITATION ON STOCK REPURCHASES. Except as otherwise set forth
in the Convertible Debentures and the Warrants, the Company shall not, without
the written consent of the Majority Holders, redeem, repurchase or otherwise
acquire (whether for cash or in exchange for property or other securities or
otherwise) any shares of capital stock of the Company or any warrants, rights or
options to purchase or acquire any such shares.

                        ARTICLE IX. RESTRICTIVE LEGENDS

      SECTION 9.1 RESTRICTIONS ON TRANSFER. From and after their respective
dates of issuance, none of the Securities shall be transferable except upon the
conditions specified in this Article IX, which conditions are intended to ensure
compliance with the provisions of the Securities Act in respect of the Transfer
of any of such Securities or any interest therein. Each Purchaser will use its
best efforts to cause any proposed transferee of any Securities held by it to
agree to take and hold such Securities subject to the provisions and upon the
conditions specified in this Article IX.

      SECTION 9.2 LEGENDS. The Conversion Shares shall be considered
"unlegended" and/or "unrestricted" within the meaning of this Agreement and the
Transaction Agreements, and, upon resale by the Company pursuant to the
Registration Statement, shall be freely tradeable.

      SECTION 9.3 NOTICE OF PROPOSED TRANSFERS. Prior to any proposed Transfer
of the Securities (other than a Transfer (i) registered or exempt from
registration under the Securities Act, (ii) to an affiliate of a Purchaser which
is an "accredited investor" within the meaning of Rule 501(a) under the
Securities Act, provided that any such transferee shall agree to be bound by the
terms of this Agreement and the Registration Rights Agreement, or (iii) to be
made in reliance on Rule 144 under the Securities Act), the holder thereof shall
give written notice to the Company of such holder's intention to effect such
Transfer, setting forth the manner and circumstances of the proposed Transfer,
which shall be accompanied by (a) an opinion of counsel reasonably acceptable to
the Company, confirming that such transfer does not give rise to a violation of
the Securities Act, (B) representation letters in form and substance reasonably
satisfactory to the Company to ensure compliance with the provisions of the
Securities Act and (C) letters in form and substance reasonably satisfactory to
the Company from each such transferee stating such transferee's agreement to be
bound by the terms of this Agreement and the Registration Rights Agreement. Such
proposed


                                       34
<PAGE>

Transfer may be effected only if the Company shall have received such notice of
transfer, opinion of counsel, representation letters and other letters referred
to in the immediately preceding sentence, whereupon the holder of such
Securities shall be entitled to Transfer such Securities in accordance with the
terms of the notice delivered by the holder to the Company.

              ARTICLE X. ADDITIONAL AGREEMENTS AMONG THE PARTIES

      SECTION 10.1 LIQUIDATED DAMAGES.

            (a) The Company shall cause its transfer agent to, issue and deliver
      shares of Common Stock consistent with Section 7.11 hereof within three
      (3) Trading Days of delivery of a Notice of Conversion or Notice of
      Exercise, as applicable (the "Deadline") to Purchaser (or any party
      receiving Securities by transfer from Purchaser) at the address of
      Purchaser set forth in the Notice of Conversion or Notice of Exercise, as
      the case may be. The Company understands that a delay in the issuance of
      such certificates after the Deadline could result in economic loss to
      Purchaser.

            (b) Without in any way limiting Purchaser's right to pursue other
      remedies, including actual damages and/or equitable relief, the Company
      agrees that if delivery of the Conversion Shares is more than one (1)
      Business Day after the Deadline (other than a failure due to the
      circumstances described in Section 4.3 of the Convertible Debentures,
      which failure shall be governed by such Section) the Company shall pay to
      Purchaser, as liquidated damages and not as a penalty, $500 for each
      $100,000 of Convertible Debentures then outstanding per day in cash, for
      each of the first ten (10) days beyond the Deadline, and $1,000 for each
      $100,000 of Convertible Debentures then outstanding per day in cash for
      each day thereafter that the Company fails to deliver such Common Stock.
      Such cash amount shall be paid to Purchaser by the last day of the
      calendar week following the week in which it has accrued or, at the option
      of Purchaser (by written notice to the Company by the first day of the
      week following the week in which it has accrued), shall be added to the
      principal amount of the Convertible Debenture (if then outstanding)
      payable to Purchaser, in which event interest shall accrue thereon in
      accordance with the terms of the Convertible Debentures and such
      additional principal amount shall be convertible into Common Stock in
      accordance with the terms of the Convertible Debentures.

      SECTION 10.2 CONVERSION NOTICE. The Company agrees that, in addition to
any other remedies which may be available to Purchaser, including, but not
limited to, the remedies available under Section 10.1, in the event the Company
fails for any reason (other than as a result of actions taken by a Purchaser in
breach of this Agreement) to effect delivery to a Purchaser of certificates with
or without restrictive legends as contemplated by Article IX representing the
shares of Common Stock on or prior to the Deadline after conversion of any
Convertible Debentures or exercise of the Warrants, Purchaser will be entitled,
if prior to the delivery of such certificates, to revoke the Notice of
Conversion or Notice of Exercise, as applicable, by delivering a notice to such
effect to the


                                       35
<PAGE>

Company whereupon the Company and Purchaser shall each be restored
to their respective positions immediately prior to delivery of such Notice of
Conversion or Notice of Exercise, as the case may be.

      SECTION 10.3 CONVERSION LIMIT. Notwithstanding the conversion rights
under the Convertible Debentures, unless Purchaser delivers a waiver in
accordance with the immediately following sentence, in no event shall Purchaser
be entitled to convert any portion of the Convertible Debentures, in excess of
that portion of the Convertible Debentures, as applicable, of which the sum of
(i) the number of shares of Common Stock beneficially owned by Purchaser and its
Affiliates (other than shares of Common Stock which may be deemed beneficially
owned through the ownership of the unconverted portion of the Convertible
Debenture or other Derivative Securities convertible into or exchangeable for
shares of Common Stock which contain a limitation similar to that set forth in
this Section 10.3), and (ii) the number of shares of Common Stock issuable upon
the conversion of the portion of the Convertible Debenture with respect to which
this determination is being made, would result in beneficial ownership by
Purchaser and its Affiliates of more than 9.99% of the outstanding shares of
Common Stock. For purposes of Section 10.3(i) beneficial ownership shall be
determined in accordance with Rule 13d-3 of the Exchange Act and Regulations 13
D-G thereunder, except as otherwise provided in this Section 10.3. The foregoing
limitation shall not apply and shall be of no further force or effect (i)
immediately preceding and upon the occurrence of any voluntary or mandatory
redemption or repayment transaction described herein or in the Convertible
Debentures, (ii) immediately preceding and upon any Sale Event, (iii) on the
Maturity Date or (iv) following the occurrence of any Event of Default which is
not cured for a period of ten (10) calendar days.

      SECTION 10.4 REGISTRATION RIGHTS

            (a) The Company shall grant Purchaser registration rights covering
      the Conversion Shares (the "Registrable Securities") on the terms set
      forth in the Registration Rights Agreement and herein.

            (b) The Company shall prepare and file within five (5) days
      following the Closing Date (the "Filing Date") a registration statement or
      amendment thereto (the "Registration Statement") covering the resale of
      the Registrable Securities. The Company shall use its best efforts to
      cause the Registration Statement to be declared effective by the
      Commission or the earlier of (i) 90 days of the Closing Date, (ii) five
      days following the receipt of a "No Review" Letter from the Commission or
      (iii) the first day following the day the Commission determines the
      Registration Statement eligible to be declared effective. The Company
      shall pay all expenses of registration (other than underwriting fees and
      discounts, if any, in respect of Registrable Securities offered and sold
      under each registration statement by Purchaser).

            (c) If the Registration Statement is not filed by the Filing Date,
      the Company shall pay to Purchaser, as liquidated damages and not as a
      penalty, an amount equal to one percent (1%) of the principal amount of
      Convertible Debentures outstanding until the


                                       36
<PAGE>

Registration Statement is filed with the Commission. If the Registration
Statement is not declared effective by the Commission by the Required
Effectiveness Date, the Company shall pay to Purchaser, as liquidated damages
and not as a penalty, an amount equal to 2% of the outstanding principal amount
of the Convertible Debentures, prorated, for each 30 day period the Registration
Statement is not declared effective by the Commission, which amount will be
increased to 3% of the outstanding principal amount of the Convertible
Debentures in the event that the Registration Statement is not declared
effective by the Commission within 120 days of the Closing Date. In addition,
commencing 150 days following the Closing Date or the Six Month Anniversary
Date, as applicable, the Conversion Price of the Convertible Debentures will
decrease by 1% for each 30-day period in which the Registration Statement is not
declared effective. In the event the Company fails to obtain a valid
registration statement by the 180th day following the Closing Date, the Company
will redeem the Convertible Debentures and the Warrants as set forth in Section
5 of the Convertible Debentures and Section 13 of the Warrants, respectively.
Additionally, the Company will grant to Purchaser first priority piggyback
registration rights in the event the Company proposes to effect a registered
offering of Common Stock or warrants or both prior to the filing of the
Registration Statement referenced above.

            (d) Any such liquidated damages shall be paid in cash by the Company
      to Purchaser by wire transfer in immediately available funds on the last
      day of each calendar week following the event requiring its payment.

            (e) If, following the declaration of effectiveness of the
      Registration Statement or the Subsequent Registration Statement, such
      registration statement (or any prospectus or supplemental prospectus
      contained therein) shall cease to be effective for any reason (including
      but not limited to the occurrence of any event that results in any
      prospectus or supplemental prospectus containing an untrue statement of a
      material fact or omitting a material fact required to be stated therein or
      necessary in order to make the statements therein, in light of the
      circumstances under which they were made, not misleading), the Company
      fails to file required amendments to the Registration Statement or
      Subsequent Registration Statement in order to allow the Purchaser to
      exercise its rights to receive unrestricted, unlegended, freely tradeable
      shares of Common Stock, or if for any reason there are insufficient shares
      of such shares of Common Stock registered under the then current
      Registration Statement or Subsequent Registration Statement to effect full
      conversion of the Convertible Debentures or exercise of the Warrants (a
      "Registration Default"), the Company shall immediately take all necessary
      steps to cause the Registration Statement or Subsequent Registration
      Statement to be amended or supplemented so as to cure such Registration
      Default. Failure to cure a Registration Default within ten (10) business
      days shall result in the Company paying to Purchaser liquidated damages at
      the rate of $5,000 per day from the date of such Registration Default
      until the Registration Default is cured.

      SECTION 10.5 RESTRICTION ON ISSUANCE OF SECURITIES. For a period of 120
days following the last to occur of (i) the date of the final Subsequent
Takedown or (ii) the date the Commitment


                                       37
<PAGE>

expires, is completed or is terminated in full, the Company will not sell, or
offer to sell, any securities (including credit facilities which are convertible
into securities which may be issued at a discount to the then current Market
Price) other than borrowings under conventional credit facilities existing as of
the date hereof or resulting from the Company's current discussions with Bank of
America, stock issued or credit facilities to be established in connection with
acquisitions, employee and director stock options of the Company, existing
rights and warrants of the Company and securities issued under the Convertible
Debentures or Warrants. In addition, the Company shall not issue any securities
in connection with a strategic alliance entered into by the Company unless such
securities are the subject of a one year statutory or contractual hold period
or, if not subject to such a hold period, unless the Purchaser has fully
converted all outstanding Convertible Debentures and exercised all Warrants.
Notwithstanding the foregoing, the Company may enter into the following types of
transactions (collectively referred to as "Permitted Financings"): (1)
"permanent financing" transactions, which would include any form of debt or
equity financing (other than an underwritten offering), which is followed by a
reduction of the said financing commitment to zero and payment of all related
fees and expenses; (2) "project financing" which provide for the issuance of
recourse debt instruments in connection with the operation of the Company's
business as presently conducted or as proposed to be conducted; (3) an
underwritten offering of Common Stock, provided that such offering provides for
the registration of the Common Stock to be received by Purchaser as a result of
the conversion of the Convertible Debentures and the exercise of the Warrants
held by the Purchaser; and (4) other financing transactions specifically
consented to in writing by the Purchaser.

                     ARTICLE XI. ADJUSTMENT OF FIXED PRICE

      SECTION 11.1 REORGANIZATION. The Conversion Price and the exercise
price of the Warrants (collectively, the "Fixed Prices") shall be adjusted, as
applicable, as hereafter provided.

      SECTION 11.2 SHARE REORGANIZATION. If and whenever the Company shall:

            (i) subdivide the outstanding shares of Common Stock into a greater
      number of shares;

            (ii) consolidate the outstanding shares of Common Stock into a
      smaller number of shares;

            (iii) issue Common Stock or securities convertible into or
      exchangeable for shares of Common Stock as a stock dividend to all or
      substantially all the holders of Common Stock; or

            (iv) make a distribution on the outstanding Common Stock to all or
      substantially all the holders of Common Stock payable in Common Stock or
      securities convertible into or exchangeable for Common Stock;


                                       38
<PAGE>

any of such events being herein called a "Share Reorganization," then in each
such case the applicable Fixed Price shall be adjusted, effective immediately
after the record date at which the holders of Common Stock are determined for
the purposes of the Share Reorganization or, if no record date is fixed, the
effective date of the Share Reorganization, by multiplying the applicable Fixed
Price in effect on such record or effective date, as the case may be, by a
fraction of which:

            (i) the numerator shall be the number of shares of Common Stock
      outstanding on such record or effective date (without giving effect to the
      transaction); and

            (II) the denominator shall be the number of shares of Common
      Stock outstanding after giving effect to such Share Reorganization,
      including, in the case of a distribution of securities convertible into
      or exchangeable for shares of Common Stock, the number of shares of
      Common Stock that would have been outstanding if such securities had
      been converted into or exchanged for Common Stock on such record or
      effective date.

      SECTION 11.3 RIGHTS OFFERING. If and whenever the Company shall issue to
      all or substantially all the holders of Common Stock, rights, options or
      warrants under which such holders are entitled, during a period expiring
      not more than 45 days after the record date of such issue, to subscribe
      for or purchase Common Stock (or Derivative Securities), at a price per
      share (or, in the case of securities convertible into or exchangeable for
      Common Stock, at an exchange or conversion price per share at the date of
      issue of such securities) of less than 95% of the Market Price of the
      Common Stock on such record date (any such event being herein called a
      "Rights Offering"), then in each such case the applicable Fixed Price
      shall be adjusted, effective immediately after the record date at which
      holders of Common Stock are determined for the purposes of the Rights
      Offering, by multiplying the applicable Fixed Price in effect on such
      record date by a fraction of which:

      (i) the numerator shall be the sum of:

            (i) the number of shares of Common Stock outstanding on such record
                date; and

            (II) a number obtained by dividing:

            (A) either,

                  (x) the product of the total number of shares of Common Stock
      so offered for subscription or purchase and the price at which such shares
      are so offered, or

                  (y) the product of the maximum number of shares of Common
      Stock into or for which the convertible or exchangeable securities so
      offered for subscription or purchase may be converted or exchanged and the
      conversion or exchange price of such securities, or, as the case may be,
      by

            (B) the Market Price of the Common Stock on such record date; and


                                       39
<PAGE>

            (ii) the denominator shall be the sum of:

                   (i) the number of shares of Common Stock outstanding on such
      record date; and

                  (II) the number of shares of Common Stock so offered for
      subscription or purchase (or, in the case of Derivative Securities, the
      maximum number of shares of Common Stock for or into which the securities
      so offered for subscription or purchase may be converted or exchanged).

To the extent that such rights, options or warrants are not exercised prior to
the expiry time thereof, the applicable Fixed Price shall be readjusted
effective immediately after such expiry time to the applicable Fixed Price which
would then have been in effect upon the number of shares of Common Stock (or
Derivative Securities) actually delivered upon the exercise of such rights,
options or warrants.

            SECTION 11.4 SPECIAL DISTRIBUTION. If and whenever the Company shall
issue or distribute to all or substantially all the holders of Common Stock:

            (i) shares of the Company of any class, other than Common Stock;

            (ii) rights, options or warrants; or

            (iii) any other assets (excluding cash dividends and equivalent
      dividends in shares paid in lieu of cash dividends in the ordinary
      course);

and if such issuance or distribution does not constitute a Share Reorganization
or a Rights Offering (any such event being herein called a "Special
Distribution"), then in each such case the applicable Fixed Price shall be
adjusted, effective immediately after the record date at which the holders of
Common Stock are determined for purposes of the Special Distribution, by
multiplying the applicable Fixed Price in effect on such record date by a
fraction of which:

            (i) the numerator shall be the difference between:

            (A) the product of the number of shares of Common Stock outstanding
      on such record date and the Market Price of the Common Stock on such date;
      and

            (B) the fair market value, as determined by the Directors (whose
      determination shall be conclusive), to the holders of Common Stock of the
      shares, rights, options, warrants, evidences of indebtedness or other
      assets issued or distributed in the Special Distribution (net of any
      consideration paid therefor by the holders of Common Stock), and


                                       40
<PAGE>

            (ii) the denominator shall be the product of the number of shares of
      Common Stock outstanding on such record date and the Market Price of the
      Common Stock on such date.

      SECTION 11.5 CAPITAL REORGANIZATION. If and whenever there shall occur:

            (i) a reclassification or redesignation of the shares of Common
      Stock or any change of the shares of Common Stock into other shares, other
      than in a Share Reorganization;

            (ii) a consolidation, merger or amalgamation of the Company with, or
      into another body corporate; or

            (iii) the transfer of all or substantially all of the assets of the
      Company to another body corporate;

(any such event being herein called a "Capital Reorganization"), then in each
such case the holder who exercises the right to convert Convertible Debentures
after the effective date of such Capital Reorganization shall be entitled to
receive and shall accept, upon the exercise of such right, in lieu of the number
of shares of Common Stock to which such holder was theretofore entitled upon the
exercise of the conversion privilege, the aggregate number of shares or other
securities or property of the Company or of the body corporate resulting from
such Capital Reorganization that such holder would have been entitled to receive
as a result of such Capital Reorganization if, on the effective date thereof,
such holders had been the holder of the number of shares of Common Stock to
which such holder was theretofore entitled upon conversion; provided, however,
that no such Capital Reorganization shall be consummated in effect unless all
necessary steps shall have been taken so that such holders shall thereafter be
entitled to receive such number of shares or other securities of the Company or
of the body corporate resulting from such Capital Reorganization, subject to
adjustment thereafter in accordance with provisions the same, as nearly as may
be possible, as those contained above.

      SECTION 11.6 PURCHASE PRICE ADJUSTMENTS. In case at any time and from
time to time the Company shall issue any shares of Common Stock or Derivative
Securities convertible or exercisable for shares of Common Stock (the number of
shares so issued, or issuable upon conversion or exercise of such Derivative
Securities, as applicable, being referred to as "Additional Shares of Common
Stock") for consideration less than the then Market Price at the date of
issuance of such shares of Common Stock or such Derivative Securities, in each
such case the Conversion Price shall, concurrently with such issuance, be
adjusted by multiplying the Conversion Price immediately prior to such event by
a fraction: (i) the numerator of which shall be the number of shares of Common
Stock outstanding immediately prior to the issuance of such Additional Shares of
Common Stock plus the number of shares of Common Stock that the aggregate
consideration received by the Company for the total number of such Additional
Shares of Common Stock so issued would purchase at the Market Price and (ii) the
denominator of which shall be the number of shares


                                       41
<PAGE>

of Common Stock outstanding immediately prior to the issuance of Additional
Shares of Common Stock plus the number of such Additional Shares of Common Stock
so issued or sold.

      SECTION 11.7 ADJUSTMENT RULES. The following rules and procedures shall
be applicable to adjustments made in this Article XI:

            (a) no adjustment in the applicable Fixed Price shall be required
      unless such adjustment would result in a change of at least 1% in the
      applicable Fixed Price then in effect, provided, however, that any
      adjustments which, but for the provisions of this clause would otherwise
      have been required to be made, shall be carried forward and taken into
      account in any subsequent adjustment;

            (b) if any event occurs of the type contemplated by the adjustment
      provisions of this Article XI but not expressly provided for by such
      provisions, the Company will give notice of such event as provided herein,
      and the Company's board of directors will make an appropriate adjustment
      in the Fixed Price so that the rights of the holders of the applicable
      Security shall not be diminished by such event; and

            (c) if a dispute shall at any time arise with respect to any
      adjustment of the applicable Fixed Price, such dispute shall be
      conclusively determined by the auditors of the Company or, if they are
      unable or unwilling to act, by a firm of independent chartered accountants
      selected by the Directors and any such determination shall be binding upon
      the Company and Purchaser.

      SECTION 11.8 CERTIFICATE AS TO ADJUSTMENT. The Company shall from time
to time promptly after the occurrence of any event which requires an adjustment
in the applicable Fixed Price deliver to Purchaser a certificate specifying the
nature of the event requiring the adjustment, the amount of the adjustment
necessitated thereby, the applicable Fixed Price after giving effect to such
adjustment and setting forth, in reasonable detail, the method of calculation
and the facts upon which such calculation is based.

      SECTION 11.9 NOTICE TO HOLDERS. If the Company shall fix a record date
for:

            (a) any Share Reorganization (other than the subdivision of
      outstanding Common Stock into a greater number of shares or the
      consolidation of outstanding Common Stock into a smaller number of
      shares),

            (b) any Rights Offering,

            (c) any Special Distribution,

            (d) any Capital Reorganization (other than a reclassification or
      redesignation of the Common Stock into other shares),


                                       42
<PAGE>

            (e) Sale Event; or

            (f) any cash dividend,

the Company shall, not less than 10 days prior to such record date or, if no
record date is fixed, prior to the effective date of such event, give to
Purchaser notice of the particulars of the proposed event or the extent that
such particulars have been determined at the time of giving the notice.

                         ARTICLE XII. EVENTS OF DEFAULT

      SECTION 12.1 EVENTS OF DEFAULT. If one or more of the following events
(each an "Event of Default") shall have occurred and be continuing:

            (a) failure by the Company to pay or repay when due, all or any part
      of the principal on any of the Convertible Debentures (whether by virtue
      of the agreements specified in this Agreement or the Convertible
      Debentures);

            (b) failure by the Company to pay (i) within five (5) Business Days
      of the due date thereof any interest on any Convertible Debentures or (ii)
      within five (5) Business Days following the delivery of notice to the
      Company of any fees or any other amount payable (not otherwise referred to
      in (a) above or this clause (b)) by the Company under this Agreement or
      any other Transaction Agreement;

            (c) failure by the Company to timely comply with the requirements of
      Section 7.11 or 10.1 hereof, which failure is not cured within five (5)
      Business Days of such failure;

            (d) failure on the part of the Company to observe or perform any
      covenant contained in Section 7.10 or Article VIII of this Agreement;

            (e) failure on the part of the Company to observe or perform any
      covenant or agreement contained in any Transaction Agreement (other than
      those covered by clauses (a), (b), (c), (d) or (e) above) for 30 days from
      the date of such occurrence;

            (f) the trading in the Common Stock shall have been suspended by the
      Commission, OTC Bulletin Board or any National Market (except for any
      suspension of trading of limited duration solely to permit dissemination
      of material information regarding the Company and except if, at the time
      there is any suspension on any National Market, the Common Stock is then
      listed and approved for trading on another National Market within ten (10)
      Trading Days thereof);


                                       43
<PAGE>

            (g) failure of the Company to file the Listing Applications within
      twenty (20) Business Days of the Closing Date or the closing date of a
      Subsequent Takedown, as applicable, which failure is not cured within five
      (5) Business Days of such failure;

            (h) the Company shall have its Common Stock delisted from the OTC
      Bulletin Board or a National Market for at least ten (10) consecutive
      Trading Days and is unable to obtain a listing on a National Market within
      such ten (10) Trading Days;

            (i) the Registration Statement shall not have been declared
      effective by the Commission by the Required Effectiveness Date, or such
      effectiveness shall not be maintained for the Registration Maintenance
      Period, in each case which results in the Company incurring the Default
      Fee for a period in excess of 10 days;

            (j) the Company or any Subsidiary has commenced a voluntary case or
      other proceeding seeking liquidation, winding-up, reorganization or other
      relief with respect to itself or its debts under any bankruptcy,
      insolvency, moratorium or other similar law now or hereafter in effect or
      seeking the appointment of a trustee, receiver, liquidator, custodian or
      other similar official of it or any substantial part of its property, or
      has consented to any such relief or to the appointment of or taking
      possession by any such official in an involuntary case or other proceeding
      commenced against it, or has made a general assignment for the benefit of
      creditors, or has failed generally to pay its debts as they become due, or
      has taken any corporate action to authorize any of the foregoing;

            (k) an involuntary case or other proceeding has been commenced
      against the Company or any Subsidiary seeking liquidation, winding-up,
      reorganization or other relief with respect to it or its debts under any
      bankruptcy, insolvency, moratorium or other similar law now or hereafter
      in effect or seeking the appointment of a trustee, receiver, liquidator,
      custodian or other similar official of it or any substantial part of its
      property, and such involuntary case or other proceeding shall remain
      undismissed and unstayed for a period of 60 days, or an order for relief
      has been entered against the Company or any Subsidiary under the federal
      bankruptcy laws as now or hereafter in effect;

            (l) default in any provision (including payment) or any agreement
      governing the terms of any Debt of the Company or any Subsidiary in excess
      of $500,000, which has not been cured within any applicable period of
      grace associated therewith;

            (m) judgments or orders for the payment of money which in the
      aggregate at any one time exceed $1,000,000 and are not covered by
      insurance have been rendered against the Company or any Subsidiary by a
      court of competent jurisdiction and such judgments or orders shall
      continue unsatisfied and unstayed for a period of 60 days; or

            (n) any representation, warranty, certification or statement made by
      the Company in any Transaction Agreement or which is contained in any
      certificate, document or financial


                                       44
<PAGE>

      or other statement furnished at any time under or in connection with any
      Transaction Agreement shall prove to have been untrue in any material
      respect when made.

then, and in every such occurrence, Purchaser may, with respect to an Event of
Default specified in paragraphs (a) or (b), and the Majority Holders may, with
respect to any other Event of Default, by notice to the Company, declare the
Convertible Debentures to be, and the Convertible Debentures shall thereon
become immediately due and payable; PROVIDED that in the case of any of the
Events of Default specified in paragraph (j) or (k) above with respect to the
Company or any Subsidiary, then, without any notice to the Company or any other
act by Purchaser, the entire amount of the Convertible Debentures shall become
immediately due and payable, PROVIDED, FURTHER, if any Event of Default has
occurred and is continuing, and irrespective of whether any Convertible
Debenture has been declared immediately due and payable hereunder, any Purchaser
of Convertible Debentures may proceed to protect and enforce the rights of
Purchaser by an action at law, suit in equity or other appropriate proceeding,
whether for the specific performance of any agreement contained herein or in any
Convertible Debenture, or for an injunction against a violation of any of the
terms hereof or thereof, or in aid of the exercise of any power granted hereby
or thereby or by law or otherwise, and PROVIDED FURTHER, in the case of any
Event of Default, the amount declared due and payable on the Convertible
Debentures shall be the Formula Price thereof.

      SECTION 12.2 POWERS AND REMEDIES CUMULATIVE. No right or remedy herein
conferred upon or reserved to Purchaser is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the extent permitted by
law, be cumulative and in addition to every other right and remedy given
hereunder or now hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy. Every power and remedy given by the Convertible Debentures or
by law may be exercised from time to time, and as often as shall be deemed
expedient, by Purchaser.

                           ARTICLE XIII. MISCELLANEOUS

      SECTION 13.1 NOTICES. All notices, demands and other communications to
any party hereunder shall be in writing (including telecopier or similar
writing) and shall be given to such party at its address set forth on the
signature pages hereof, or such other address as such party may hereafter
specify for the purpose to the other parties. Each such notice, demand or other
communication shall be effective (i) if given by telecopy, when such telecopy is
transmitted to the telecopy number specified on the signature page hereof, (ii)
if given by mail, four days after such communication is deposited in the mail
with first class postage prepaid, addressed as aforesaid or (iii) if given by
any other means, when delivered at the address specified in or pursuant to this
Section.


                                       45
<PAGE>

      SECTION 13.2 NO WAIVERS; AMENDMENTS.

            (a) No failure or delay on the part of any party in exercising any
      right, power or remedy hereunder shall operate as a waiver thereof, nor
      shall any single or partial exercise of any such right, power or remedy
      preclude any other or further exercise thereof or the exercise of any
      other right, power or remedy.

            (b) Any provision of this Agreement may be amended, supplemented or
      waived if, but only if, such amendment, supplement or waiver is in writing
      and is signed by the Company and the Majority Holders; PROVIDED, that
      without the consent of each holder of any Convertible Debenture affected
      thereby, an amendment or waiver may not (a) reduce the aggregate principal
      amount of Convertible Debentures whose holders must consent to an
      amendment or waiver, (b) reduce the rate or extend the time for payment of
      interest on any Convertible Debenture, (c) reduce the principal amount of
      or extend the stated maturity of any Convertible Debenture or (d) make any
      Convertible Debenture payable in money or property other than as stated in
      such Convertible Debenture. In determining whether the holders of the
      requisite principal amount of Convertible Debentures have concurred in any
      direction, consent, or waiver as provided in any Transaction Agreement,
      Convertible Debentures which are owned by the Company or any other obligor
      on or guarantor of the convertible Debentures, or by any Person
      Controlling, Controlled by, or under common Control with any of the
      foregoing, shall be disregarded and deemed not to be outstanding for the
      purpose of any such determination; and PROVIDED FURTHER that no such
      amendment, supplement or waiver which affects the rights of Purchaser and
      their affiliates otherwise than solely in their capacities as holders of
      Convertible Debentures shall be effective with respect to them without
      their prior written consent.

      SECTION 13.3 INDEMNIFICATION.

            (a) The Company agrees to indemnify and hold harmless Purchaser, its
      Affiliates, and each Person, if any, who controls Purchaser, or any of its
      Affiliates, within the meaning of the Securities Act or the Exchange Act
      (each, a "Controlling Person"), and the respective partners, agents,
      employees, officers and Directors of Purchaser, their Affiliates and any
      such Controlling Person (each an "Indemnified Party") and collectively,
      the "Indemnified Parties"), from and against any and all losses, claims,
      damages, liabilities and expenses (including, without limitation and as
      incurred, reasonable costs of investigating, preparing or defending any
      such claim or action, whether or not such Indemnified Party is a party
      thereto, provided that the Company shall not be obligated to advance such
      costs to any Indemnified Party other than Purchaser unless it has received
      from such Indemnified Party an undertaking to repay to the Company the
      costs so advanced if it should be determined by final judgment of a court
      of competent jurisdiction that such Indemnified Party was not entitled to
      indemnification hereunder with respect to such costs) which may be
      incurred by such Indemnified Party in connection with any investigative,
      administrative or judicial proceeding brought or threatened that relates
      to or arises out of, or is in connection with any


                                       46
<PAGE>

      activities contemplated by any Transaction Agreement or any other services
      rendered in connection herewith; PROVIDED that the Company will not be
      responsible for any claims, liabilities, losses, damages or expenses that
      are determined by final judgment of a court of competent jurisdiction to
      result from such Indemnified Party's gross negligence, willful misconduct
      or bad faith.

            (b) If any action shall be brought against an Indemnified Party with
      respect to which indemnity may be sought against the Company under this
      Agreement, such Indemnified Party shall promptly notify the Company in
      writing and the Company, at its option, may, assume the defense thereof,
      including the employment of counsel reasonably satisfactory to such
      Indemnified Party and payment of all reasonable fees and expenses. The
      failure to so notify the Company shall not affect any obligations the
      Company may have to such Indemnified Party under this Agreement or
      otherwise unless the Company is materially adversely affected by such
      failure. Such Indemnified Party shall have the right to employ separate
      counsel in such action and participate in the defense thereof, but the
      fees and expenses of such counsel shall be at the expense of such
      Indemnified Party, unless (i) the Company has failed to assume the defense
      and employ counsel or (ii) the named parties to any such action (including
      any impleaded parties) include such Indemnified Party and the Company, and
      such Indemnified Party shall have been advised by counsel that there may
      be one or more legal defenses available to it which are different from or
      additional to those available to the Company, in which case, if such
      Indemnified Party notifies the Company in writing that it elects to employ
      separate counsel at the expense of the Company, the Company shall not have
      the right to assume the defense of such action or proceeding on behalf of
      such Indemnified Party, PROVIDED, HOWEVER, that the Company shall not, in
      connection with any one such action or proceeding or separate but
      substantially similar or related actions or proceedings in the same
      jurisdiction arising out of the same general allegations or circumstances,
      be responsible hereunder for the reasonable fees and expenses of more than
      one such firm of separate counsel, in addition to any local counsel, which
      counsel shall be designated by Purchaser. The Company shall not be liable
      for any settlement of any such action effected without the written consent
      of the Company (which shall not be unreasonably withheld) and the Company
      agrees to indemnify and hold harmless each Indemnified Party from and
      against any loss or liability by reason of settlement of any action
      effected with the consent of the Company. In addition, the Company will
      not, without the prior written consent of Purchaser, settle or compromise
      or consent to the entry of any judgment in or otherwise seek to terminate
      any pending or threatened action, claim, suit or proceeding in respect to
      which indemnification or contribution may be sought hereunder (whether or
      not any Indemnified Party is a party thereto) unless such settlement,
      compromise, consent or termination includes an express unconditional
      release of Purchaser and the other Indemnified Parties, satisfactory in
      form and substance to Purchaser, from all liability arising out of such
      action, claim, suit or proceeding.

            (c) If for any reason the foregoing indemnity is unavailable
      (otherwise than pursuant to the express terms of such indemnity) to an
      Indemnified Party or insufficient to


                                       47
<PAGE>

      hold an Indemnified Party harmless, then in lieu of indemnifying such
      Indemnified Party, the Company shall contribute to the amount paid or
      payable by such Indemnified Party as a result of such claims, liabilities,
      losses, damages, or expenses (i) in such proportion as is appropriate to
      reflect the relative benefits received by the Company on the one hand and
      by Purchaser on the other from the transactions contemplated by this
      Agreement or (ii) if the allocation provided by clause (i) is not
      permitted under applicable law, in such proportion as is appropriate to
      reflect not only the relative benefits received by the Company on the one
      hand and Purchaser on the other, but also the relative fault of the
      Company and Purchaser as well as any other relevant equitable
      considerations. Notwithstanding the provisions of this Section 13.3, the
      aggregate contribution of all Indemnified Parties shall not exceed the
      amount of interest and fees actually received by Purchaser pursuant to
      this Agreement. It is hereby further agreed that the relative benefits to
      the Company on the one hand and Purchaser on the other with respect to the
      transactions contemplated hereby shall be determined by reference to,
      among other things, whether any untrue or alleged untrue statement of
      material fact or the omission or alleged omission to state a material fact
      related to information supplied by the Company or by Purchaser and the
      parties' relative intent, knowledge, access to information and opportunity
      to correct or prevent such statement or omission. 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 misrepresentation.

            (d) The indemnification, contribution and expense reimbursement
      obligations set forth in this Section 13.3 (i) shall be in addition to any
      liability the Company may have to any Indemnified Party at common law or
      otherwise; (ii) shall survive the termination of this Agreement and the
      other Transaction Agreements and the payment in full of the Convertible
      Debentures and (iii) shall remain operative and in full force and effect
      regardless of any investigation made by or on behalf of Purchaser or any
      other Indemnified Party.

      SECTION 13.4 EXPENSES: DOCUMENTARY TAXES. The Company agrees to pay to
LKB Financial, LLC ("LKB"), as agent to the Purchaser, on the Closing, a fee of
$15,000.00 (the "Expense Reimbursement Fee") in full satisfaction of all
obligations of the Company to Purchaser and its agents in connection with the
negotiation and preparation of the Transaction Agreements, relevant due
diligence, and fees and disbursements of legal counsel. In addition, the Company
agrees to pay any and all stamp, transfer and other similar taxes, assessments
or charges payable in connection with the execution and delivery of any
Transaction Agreement or the issuance of the Securities to Purchaser, excluding
their assigns.

      SECTION 13.5 PAYMENT. The Company agrees that, so long as Purchaser
shall own any Convertible Debentures purchased by it from the Company hereunder,
the Company will make payments to Purchaser of all amounts due thereon by wire
transfer by 4:00 P.M. (E.S.T.).

      SECTION 13.6 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
the Company and upon Purchaser and its respective successors and assigns;
PROVIDED that the Company shall not


                                       48
<PAGE>

assign or otherwise transfer its rights or obligations under this Agreement to
any other Person without the prior written consent of the Majority Holders. All
provisions hereunder purporting to give rights to Purchaser and its affiliates
or to holders of Securities are for the express benefit of such Persons and
their successors and assigns.

      SECTION 13.7 BROKERS. Except for a fee payable to LKB in the amount of
$10,000 cash, the Company represents and warrants that it has not employed any
broker, finder, financial advisor or investment banker who would be entitled to
any brokerage, finder's or other fee or commission payable by the Company or
Purchaser in connection with the sale of the Securities.

      SECTION 13.8 GEORGIA LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY
TRIAL; APPOINTMENT OF AGENT. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF GEORGIA. EACH PARTY HERETO HEREBY
SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR
THE NORTHERN DISTRICT OF GEORGIA AND OF ANY FEDERAL DISTRICT COURT SITTING IN
ATLANTA, GEORGIA FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY
HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH
PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING
BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY TO
THIS AGREEMENT IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS IN ANY SUCH
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS SET FORTH HEREIN. NOTHING HEREIN
SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW. EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY.

      SECTION 13.9 ENTIRE AGREEMENT. This Agreement, the Exhibits or
Schedules hereto, which include, but are not limited to the Convertible
Debenture, the Warrant, the Registration Rights Agreement and the Security
Agreement, set forth the entire agreement and understanding of the parties
relating to the subject matter hereof and supersedes all prior and
contemporaneous agreements, negotiations and understandings between the parties,
both oral and written relating to the subject matter hereof. The terms and
conditions of all Exhibits and Schedules to this Agreement are incorporated
herein by this reference and shall constitute part of this Agreement as is fully
set forth herein.

      SECTION 13.10 SURVIVAL; SEVERABILITY. The representations, warranties,
covenants and agreements of the parties hereto shall survive the Closing
hereunder. In the event that any provision of this Agreement becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Agreement shall continue in full force and effect without said
provision; provided that such severability shall be ineffective if it materially
changes the economic benefit of this Agreement to any party.


                                       49
<PAGE>

      SECTION 13.11 TITLE AND SUBTITLES. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.

      SECTION 13.12 REPORTING ENTITY FOR THE COMMON STOCK. The reporting entity
relied upon for the determination of the trading price or trading volume of the
Common Stock on any given Trading Day for the purposes of this Agreement and all
Exhibits shall be Bloomberg, L.P. or any successor thereto. The written mutual
consent of the Purchaser and the Company shall be required to employ any other
reporting entity.

      SECTION 13.13 PUBLICITY. The Company and the Purchaser shall consult
with each other in issuing any press releases or otherwise making public
statements with respect to the transactions contemplated hereby and no party
shall issue any such press release or otherwise make any such public statement
without the prior written consent of the other parties, which consent shall not
be unreasonably withheld or delayed, except that no prior consent shall be
required if such disclosure is required by law, in which such case the
disclosing party shall provide the other parties with prior notice of such
public statement. Notwithstanding the foregoing, the Company shall not publicly
disclose the name of Purchaser without the prior written consent of Purchaser,
except to the extent required by law, in which case the Company shall provide
Purchaser with prior written notice of such public disclosure.

                            [SIGNATURE PAGE FOLLOWS]


                                       50
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers, as of the date first
above written.

                                        eMISSIONS TESTING, INC.


                                        By:/s/ William Estoff
                                          ------------------------------
                                        Name: William Estroff
                                        Title: President


                                        Address: eMissions Testing, Inc.
                                                 104 Colony Park Drive
                                                 Suite 600
                                                 Cumming, GA 30040

                                                 Fax: __________________________
                                                 Tel.:__________________________


                                        GCA STRATEGIC INVESTMENT FUND LIMITED


                                        By: /s/ Lewis N. Lester
                                           -----------------------------
                                        Name: Lewis N. Lester
                                        Title: Director


                                        Address: c/o Prime Management Limited
                                                 Mechanics Building
                                                 12 Church Street
                                                 Hamilton HM II, Bermuda

                                                 Fax: 441-295-3926
                                                 Tel.: 441-295-0329

                                                   SECURITIES PURCHASE AGREEMENT


<PAGE>

                               AMENDMENT NUMBER 1
                                       TO
                          SECURITIES PURCHASE AGREEMENT

      THIS IS AMENDMENT NUMBER 1 ("this Amendment") that is being executed and
delivered by and between eMissions Testing, Inc., a Georgia corporation
("eMissions") and GCA Strategic Investment Fund Limited, a Bermuda corporation
("GCA"), and dated effective as of June 1, 2000 in order to amend that certain
agreement by and between eMissions and the GCA and dated as of June 1, 2000 and
by which eMissions and GCA, in consideration of the mutual promises contained in
the Securities Purchase Agreement and in this Amendment and other good and
valuable consideration (the sufficiency, mutuality and adequacy of which are
hereby acknowledged), hereby agree as follows:

      1. AMENDMENT TO  ss.10.4(c). Securities Purchase Agreement ss.10.4(c) is
hereby amended by deleting it in its entirety and substituting in lieu of it the
following:

      If the Registration Statement is not declared effective by the Commission
by the Required Effectiveness Date, the Company shall pay to Purchaser, as
liquidated damages and not as a penalty, an amount equal to 2% of the
outstanding principal amount of the Convertible Debentures, prorated, for each
30 day period the Registration Statement is not declared effective by the
Commission, which amount will be increased to 3% of the outstanding principal
amount of the Convertible Debentures in the event that the Registration
Statement is not declared effective by the Commission within 120 days of the
Closing Date. In addition, commencing 150 days following the Closing Date or the
Six Month Anniversary Date, as applicable, the Conversion Price of the
Convertible Debentures will decrease by 1% for each 30-day period in which the
Registration Statement is not declared effective. In the event the Company fails
to obtain a valid registration statement by the 180th day following the Closing
Date, the Company will redeem the Convertible Debentures and the Warrants as set
forth in Section 5 of the Convertible Debentures and Section 13 of the Warrants,
respectively. Additionally, the Company will grant to Purchaser first priority
piggyback registration rights in the event the Company proposes to effect a
registered offering of Common Stock or warrants or both prior to the filing of
the Registration Statement referenced above.

      2. NO OTHER EFFECT ON THE SECURITIES PURCHASE AGREEMENT. Except as amended
by this Amendment, the Securities Purchase Agreement remains in full force and
effect.

      3. EFFECTIVE DATE. This Amendment is effective as of June 1, 2000.

      4. MISCELLANEOUS.


                                       84
<PAGE>

            (a) CAPTIONS; CERTAIN DEFINITIONS. Titles and captions of or in this
Amendment are inserted only as a matter of convenience and for reference and in
no way define, limit, extend or describe the scope of this Amendment or the
intent of any of its provisions. The parties to this Amendment agree to all
definitions in this statement of the parties to this Amendment. A capitalized
term in this Amendment has the same meaning as it has as a capitalized term in
the Securities Purchase Agreement unless the context clearly indicates to the
contrary.

            (b) CONTROLLING LAW. This Amendment is governed by, and shall be
construed and enforced in accordance with the laws of the State of Georgia
(except the laws of that jurisdiction that would render such choice of laws
ineffective).

            (c) COUNTERPARTS. This Amendment may be executed in one or more
counterparts (one counterpart reflecting the signatures of all parties), each of
which shall be deemed to be an original, and it shall not be necessary in making
proof of this Amendment or its terms to account for more than one of such
counterparts. This Amendment may be executed by each party upon a separate copy,
and one or more execution pages may be detached from a copy of this Amendment
and attached to another copy in order to form one or more counterparts.

      DULY EXECUTED and delivered by eMissions and GCA, on August 10, 2000,
effective as set forth above.

EMISSIONS:                                 eMissions Testing, Inc.
---------


                                           By: /s/ Karen Vickers
                                              -----------------------------
                                           Title: Controller
                                                 --------------------------


GCA:                                       GCA Strategic Investment Fund Limited
---

                                           By: /s/ Lewis Lester
                                              -----------------------------
                                           Title: Director
                                                 --------------------------

                                    * * * * *


                                       85