Exhibit 10.1

                                                               EXECUTION VERSION




                         COMMON STOCK PURCHASE AGREEMENT

                          DATED AS OF FEBRUARY 18, 2014

                                 BY AND BETWEEN

                                 TUNGSTEN CORP.,
                              A NEVADA CORPORATION

                                       AND

                            HANOVER HOLDINGS I, LLC,
                      A NEW YORK LIMITED LIABILITY COMPANY




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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

ARTICLE I DEFINITIONS .......................................................  1

ARTICLE II PURCHASE AND SALE OF COMMON STOCK ................................  1

     Section 2.1. Purchase and Sale of Stock ................................  1

     Section 2.2. Closing Date; Settlement Dates ............................  2

     Section 2.3. Initial Public Announcements and Required Filings .........  2

ARTICLE III DRAW DOWN TERMS .................................................  3

     Section 3.1. Draw Downs ................................................  3

     Section 3.2. Limitation of Draw Downs ..................................  5

     Section 3.3. Reduction of Commitment ...................................  5

     Section 3.4. Below Floor Price .........................................  5

     Section 3.5. Settlement ................................................  6

     Section 3.6. Failure to Deliver Shares .................................  6

     Section 3.7. Certain Limitations .......................................  7

     Section 3.8. Blackout Periods ..........................................  8

ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR ........  9

     Section 4.1. Organization and Standing of the Investor .................  9

     Section 4.2. Authorization and Power ...................................  9

     Section 4.3. No Conflicts ..............................................  9

     Section 4.4. Investment Purpose ........................................ 10

     Section 4.5. Accredited Investor Status ................................ 10

     Section 4.6. Reliance on Exemptions .................................... 10

     Section 4.7. Information ............................................... 10
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     Section 4.8. No Governmental Review .................................... 11

     Section 4.9. No General Solicitation ................................... 11

     Section 4.10. Not an Affiliate ......................................... 11

     Section 4.11. Statutory Underwriter Status ............................. 11

     Section 4.12. Resales of Securities .................................... 11

ARTICLE V REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY .......... 12

     Section 5.1. Organization, Good Standing and Power ..................... 12

     Section 5.2. Authorization, Enforcement ................................ 12

     Section 5.3. Capitalization and Voting Rights .......................... 12

     Section 5.4. Issuance of Securities .................................... 13

     Section 5.5. No Conflicts .............................................. 13

     Section 5.6. Commission Documents, Financial Statements ................ 14

     Section 5.7. Subsidiaries .............................................. 16

     Section 5.8. No Material Adverse Effect ................................ 16

     Section 5.9. No Undisclosed Liabilities ................................ 16

     Section 5.10. No Undisclosed Events or Circumstances ................... 17

     Section 5.11. Indebtedness; Solvency ................................... 17

     Section 5.12. Title To Assets .......................................... 17

     Section 5.13. Actions Pending .......................................... 18

     Section 5.14. Compliance With Law ...................................... 18

     Section 5.15. Certain Fees ............................................. 18

     Section 5.16. Disclosure ............................................... 19

     Section 5.17. Operation of Business .................................... 19

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     Section 5.18. Environmental Compliance ................................. 20

     Section 5.19. Material Agreements ...................................... 21

     Section 5.20. Transactions With Affiliates ............................. 21

     Section 5.21. Employees ................................................ 21

     Section 5.22. Use of Proceeds .......................................... 22

     Section 5.23. Investment Company Act Status ............................ 22

     Section 5.24. ERISA .................................................... 22

     Section 5.25. Taxes .................................................... 22

     Section 5.26. Insurance ................................................ 23

     Section 5.27. U.S. Real Property Holding Corporation ................... 23

     Section 5.28. Exemption from Registration; Valid Issuances ............. 23

     Section 5.29. No General Solicitation or Advertising ................... 23

     Section 5.30. No Integrated Offering ................................... 23

     Section 5.31. Dilutive Effect .......................................... 24

     Section 5.32. Manipulation of Price .................................... 24

     Section 5.33. Securities Act ........................................... 24

     Section 5.34. Listing and Maintenance Requirements; DTC Eligibility .... 25

     Section 5.35. Application of Takeover Protections ...................... 25

     Section 5.36. Foreign Corrupt Practices Act ............................ 25

     Section 5.37. Money Laundering Laws .................................... 26

     Section 5.38. OFAC ..................................................... 26

     Section 5.39. No Disqualification Events ............................... 26

     Section 5.40. Mineral Resource Properties and Surface Rights ........... 26

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     Section 5.41. Royalties and Commissions ................................ 27

     Section 5.42. Acknowledgement Regarding Investor's Acquisition
                   of Securities ............................................ 27

ARTICLE VI ADDITIONAL COVENANTS ............................................. 27

     Section 6.1. Securities Compliance ..................................... 27

     Section 6.2. Reservation of Common Stock ............................... 27

     Section 6.3. Registration and Listing .................................. 28

     Section 6.4. Compliance with Laws ...................................... 28

     Section 6.5. Keeping of Records and Books of Account; Due Diligence .... 29

     Section 6.6. Limitations on Holdings and Issuances ..................... 29

     Section 6.7. Other Agreements and Alternate Transactions ............... 29

     Section 6.8. Corporate Existence ....................................... 32

     Section 6.9. Fundamental Transaction ................................... 32

     Section 6.10. Delivery of Registration Statement and Prospectus;
                   Subsequent Changes ....................................... 32

     Section 6.11. Amendments to the Registration Statement; Prospectus
                   Supplements .............................................. 33

     Section 6.12. Stop Orders .............................................. 33

     Section 6.13. Selling Restrictions ..................................... 34

     Section 6.14. Effective Registration Statement ......................... 35

     Section 6.15. Blue Sky ................................................. 35

     Section 6.16. NonPublic Information .................................... 35

     Section 6.17. Broker/Dealer ............................................ 35

     Section 6.18. Disclosure Schedule ...................................... 36

ARTICLE VII CONDITIONS TO CLOSING AND CONDITIONS TO THE SALE AND PURCHASE
            OF THE SHARES ................................................... 36

     Section 7.1. Conditions Precedent to Closing ........................... 36

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     Section 7.2. Conditions Precedent to a Draw Down ....................... 37

     Article VIII TERMINATION ............................................... 40

     Section 8.1. Termination ............................................... 40

     Section 8.2. Other Termination ......................................... 41

     Section 8.3. Effect of Termination ..................................... 42

ARTICLE IX INDEMNIFICATION .................................................. 43

     Section 9.1. Indemnification of Investor ............................... 43

     Section 9.2. Indemnification Procedures ................................ 44

ARTICLE X MISCELLANEOUS ..................................................... 45

     Section 10.1. Fees and Expenses; Commitment Shares ..................... 45

     Section 10.2. Specific Enforcement, Consent to Jurisdiction, Waiver
                   of Jury Trial ............................................ 47

     Section 10.3. Entire Agreement; Amendment .............................. 48

     Section 10.4. Notices .................................................. 48

     Section 10.5. Waivers .................................................. 49

     Section 10.6. Headings ................................................. 49

     Section 10.7. Construction ............................................. 50

     Section 10.8. Successors and Assigns ................................... 50

     Section 10.9. No Third Party Beneficiaries ............................. 50

     Section 10.10. Governing Law ........................................... 50

     Section 10.11. Survival ................................................ 50

     Section 10.12. Counterparts ............................................ 51

     Section 10.13. Publicity ............................................... 51

     Section 10.14. Severability ............................................ 51

                                       v
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     Section 10.15. Further Assurances ...................................... 51

Annex I.  Definitions


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                         COMMON STOCK PURCHASE AGREEMENT

     This  COMMON  STOCK  PURCHASE  AGREEMENT  is made  and  entered  into as of
February 18, 2014 (this "Agreement"),  by and between Hanover Holdings I, LLC, a
New York limited  liability  company (the  "INVESTOR"),  and Tungsten  Corp.,  a
corporation  organized  and existing  under the laws of the State of Nevada (the
"COMPANY").

                                    RECITALS

     WHEREAS,  the  parties  desire  that,  upon the  terms and  subject  to the
conditions and limitations  set forth herein,  the Company may issue and sell to
the  Investor,  from time to time as provided  herein,  and the  Investor  shall
purchase  from the  Company,  up to  $3,000,000  of newly  issued  shares of the
Company's common stock, $0.0001 par value per share ("COMMON STOCK");

     WHEREAS,  such  investments will be made in reliance upon the provisions of
Section  4(a)(2)  of the  Securities  Act  ("SECTION  4(A)(2)")  and Rule 506 of
Regulation D promulgated by the Commission under the Securities Act ("REGULATION
D"), and upon such other  exemptions from the  registration  requirements of the
Securities Act as may be available with respect to any or all of the investments
in Common Stock to be made hereunder;

     WHEREAS,  the parties hereto are concurrently  entering into a Registration
Rights  Agreement  in the form of  Exhibit A hereto  (the  "REGISTRATION  RIGHTS
AGREEMENT"),  pursuant  to which the  Company  shall  register  the  Registrable
Securities (as defined in the Registration Rights Agreement), upon the terms and
subject to the conditions set forth therein; and

     WHEREAS, in consideration for the Investor's execution and delivery of this
Agreement,  the Company is  concurrently  causing its transfer agent to issue to
the Investor the Initial  Commitment  Shares,  upon the terms and subject to the
conditions set forth in this Agreement;

     NOW, THEREFORE,  the parties hereto,  intending to be legally bound, hereby
agree as follows:

                                   ARTICLE I
                                   DEFINITIONS

     Capitalized  terms used in this Agreement shall have the meanings  ascribed
to such terms in Annex I hereto,  and hereby made a part hereof, or as otherwise
set forth in this Agreement.

                                   ARTICLE II
                        PURCHASE AND SALE OF COMMON STOCK

     SECTION 2.1.  PURCHASE AND SALE OF STOCK. Upon the terms and subject to the
conditions of this Agreement,  during the Investment  Period, the Company in its
discretion  may issue and sell to the Investor,  and the Investor shall purchase
from the Company,  up to $3,000,000 (the "TOTAL COMMITMENT") of duly authorized,
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validly  issued,  fully  paid and  nonassessable  shares  of Common  Stock  (the
"AGGREGATE  LIMIT"),  by the  delivery to the  Investor of Draw Down  Notices as
provided in Article III hereof.

     SECTION 2.2. CLOSING DATE;  SETTLEMENT  DATES.  This Agreement shall become
effective  and  binding  (the   "Closing")  upon  the  delivery  of  irrevocable
instructions  to issue the  Initial  Commitment  Shares to the  Investor  or its
designees  as provided in Sections  7.1 and 10.1,  the  delivery of  counterpart
signature pages of this Agreement and the Registration Rights Agreement executed
by each of the  parties  hereto  and  thereto,  and the  delivery  of all  other
documents,  instruments and writings required to be delivered at the Closing, in
each case as provided in Section 7.1, to the offices of Greenberg Traurig,  LLP,
200 Park Avenue,  New York, New York 10166, at 5:00 p.m., New York City time, on
the  Closing  Date.  In  consideration  of  and in  express  reliance  upon  the
representations,  warranties and covenants  contained in, and upon the terms and
subject to the conditions of, this Agreement,  during the Investment  Period the
Company shall issue and sell to the Investor,  and the Investor  shall  purchase
from the Company, the Shares in respect of each Draw Down. The issuance and sale
of  Shares  to the  Investor  pursuant  to any  Draw  Down  shall  occur  on the
applicable  Settlement Date in accordance with Section 3.5, provided that all of
the conditions precedent thereto set forth in Article VII theretofore shall have
been fulfilled on or prior to such Settlement Date.

     SECTION 2.3. INITIAL PUBLIC ANNOUNCEMENTS AND REQUIRED FILINGS. The Company
shall,  at or before  8:30 a.m.,  New York City time,  on the first  Trading Day
immediately  following  the  Closing  Date,  issue a press  release  (the "PRESS
RELEASE") reasonably acceptable to the Investor disclosing the execution of this
Agreement and the Registration  Rights Agreement by the Company and the Investor
and the issuance of the Initial  Commitment Shares to the Investor,  and briefly
describing the transactions  contemplated  thereby.  At or before 8:30 a.m., New
York City time,  on the second  Trading Day  immediately  following  the Closing
Date,  the Company shall file a Current  Report on Form 8-K  describing  all the
material terms of the transactions  contemplated by the Transaction Documents in
the form  required  by the  Exchange  Act and  attaching  copies of each of this
Agreement,  the Registration  Rights Agreement and the Press Release as exhibits
thereto  (including all exhibits  thereto,  the "CURRENT  REPORT").  The Company
shall provide the Investor a reasonable opportunity to comment on a draft of the
Current  Report prior to filing the Current Report with the Commission and shall
give due consideration to all such comments.  From and after the issuance of the
Press  Release and the filing of the  Current  Report,  the  Company  shall have
disclosed all material,  nonpublic information delivered to the Investor (or the
Investor's representatives or agents) by the Company or any of its Subsidiaries,
or  any  of  their  respective  officers,   directors,   employees,   agents  or
representatives (if any) in connection with the transactions contemplated by the
Transaction  Documents.  The  Investor  covenants  that  until  such time as the
transactions  contemplated  by this  Agreement  are  publicly  disclosed  by the
Company as  described  in this  Section  2.3,  the  Investor  will  maintain the
confidentiality   of  all  disclosures   made  to  it  in  connection  with  the
transactions  contemplated by the Transaction Documents (including the existence
and terms of the transactions),  except that the Investor may disclose the terms
of such  transactions  to its  financial,  accounting,  legal and other advisors
(provided that the Investor directs such Persons to maintain the confidentiality
of such  information).  Not later than 15 calendar  days  following  the Closing
Date,  the  Company  shall  file  a Form D with  respect  to the  Securities  in
accordance  with  Regulation D and shall  provide a copy thereof to the Investor

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promptly  after  such  filing.  The  Company  shall  prepare  and file  with the
Commission the Registration  Statement  (including the Prospectus)  covering the
resale by the Investor of the  Registrable  Securities  in  accordance  with the
Securities Act and the  Registration  Rights  Agreement.  At or before 8:30 a.m.
(New York City time) on the  Trading Day  immediately  following  the  Effective
Date, the Company shall file with the Commission in accordance  with Rule 424(b)
under the  Securities  Act the final  Prospectus to be used in  connection  with
sales pursuant to the Registration Statement.  If the transactions  contemplated
by any Draw Down are material to the Company  (individually or collectively with
all other prior Draw Downs,  the  consummation of which have not previously been
reported  in any  Prospectus  Supplement  filed with the  Commission  under Rule
424(b) under the  Securities  Act or in any report,  statement or other document
filed  by the  Company  with the  Commission  under  the  Exchange  Act),  or if
otherwise  required  under the  Securities  Act (or the  interpretations  of the
Commission thereof), in each case as reasonably determined by the Company or the
Investor,  then, (i) with respect to a Fixed Draw Down Notice delivered pursuant
to Section  3.1(a)  hereof,  at or before 5:30 p.m.,  New York City time, on the
applicable Settlement Date with respect to such Fixed Draw Down Notice, and (ii)
with respect to a Regular Draw Down Notice delivered  pursuant to Section 3.1(b)
hereof,  at or before 5:30 p.m.,  New York City time,  on the first  Trading Day
immediately following the last Trading Day of the applicable Pricing Period with
respect  to such  Draw  Down,  the  Company  shall  file with the  Commission  a
Prospectus  Supplement  pursuant to Rule 424(b)  under the  Securities  Act with
respect to the  applicable  Draw Down(s),  disclosing the total Draw Down Amount
Requested pursuant to such Draw Down(s),  the total number of Shares that are to
be (and, if applicable,  have been) issued and sold to the Investor  pursuant to
such Draw Down(s),  the total purchase price for the Shares subject to such Draw
Down(s),  the applicable  Discount  Price(s) for such Shares (as applicable) and
the net proceeds that are to be (and, if applicable,  have been) received by the
Company from the sale of such Shares. To the extent not previously  disclosed in
the  Prospectus or a Prospectus  Supplement,  the Company shall  disclose in its
Quarterly  Reports  on Form  10-Q and in its  Annual  Reports  on Form  10-K the
information described in the immediately preceding sentence relating to all Draw
Down(s)  consummated  during the relevant fiscal quarter,  and include each such
Quarterly  Report on Form 10-Q and  Annual  Report on Form 10-K in a  Prospectus
Supplement and file such Prospectus  Supplement  with the Commission  under Rule
424(b) under the Securities Act.

                                  ARTICLE III
                                 DRAW DOWN TERMS

     Subject to the  satisfaction of the conditions set forth in this Agreement,
the parties agree as follows:

     SECTION 3.1. DRAW DOWNS.

     (a) FIXED  DRAW DOWN  NOTICE.  If each of the Equity  Conditions  have been
satisfied as of the applicable  Draw Down Exercise Date,  then from time to time
during the Investment Period, the Company may, in its sole discretion,  no later
than 4:30 p.m. (New York City time) on the  applicable  Draw Down Exercise Date,
provide  to the  Investor a Fixed Draw Down  Notice,  substantially  in the form
attached hereto as Exhibit B-1 (the "FIXED DRAW DOWN NOTICE"),  which Fixed Draw
Down Notice shall become  effective upon receipt  thereof by the Investor on the
applicable  Draw Down  Exercise  Date,  and directing the Investor to purchase a

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specified Draw Down Amount  Requested  (which shall not exceed the Maximum Fixed
Draw Down Amount  Requested).  Upon the terms and subject to the  conditions  of
this Agreement,  the Investor is obligated to accept each Fixed Draw Down Notice
prepared and delivered in accordance  with the  provisions of this Agreement and
shall  purchase  from the  Company  the  Shares  subject to such Fixed Draw Down
Notice at the applicable Fixed Purchase Price on the applicable Settlement Date.
Notwithstanding  anything  in  this  Agreement  to  the  contrary,  if,  on  the
applicable Draw Down Exercise Date, each of the Equity  Conditions have not been
satisfied in all respects, such Fixed Draw Down Notice shall be void, AB INITIO,
and the Company shall not sell, and the Investor shall not purchase,  any Shares
pursuant thereto. "EQUITY CONDITIONS" shall mean: (i) on each Trading Day during
the period  beginning 30 Trading Days prior to the applicable Draw Down Exercise
Date and ending on and including the  applicable  Draw Down Exercise  Date,  the
lowest trade price of a share of Common Stock on the Trading Market, as reported
by Bloomberg, L.P., shall have been greater than the Fixed Floor Price; and (ii)
on each  Trading Day during the period  beginning  30 Trading  Days prior to the
applicable  Draw Down Exercise  Date and ending on and including the  applicable
Draw  Down  Exercise  Date,  the trade  price of a share of Common  Stock on the
Trading  Market,  as reported by Bloomberg,  L.P.,  shall not have declined more
than 7.0% from an intraday high to an intraday low during such Trading Day.

     (b)  REGULAR  DRAW DOWN  NOTICE.  From time to time  during the  Investment
Period,  the Company may, in its sole  discretion,  no later than 9:30 a.m. (New
York City  time) on the first  Trading  Day of the  applicable  Pricing  Period,
provide to the Investor a Regular Draw Down  Notice,  substantially  in the form
attached  hereto as Exhibit B-2 (the "REGULAR DRAW DOWN NOTICE"),  which Regular
Draw Down Notice shall become effective at 9:30 a.m. (New York City time) on the
first Trading Day of the applicable Pricing Period specified in the Regular Draw
Down Notice;  provided,  however,  that if the Company delivers the Regular Draw
Down  Notice to the  Investor  later  than 9:30 a.m.  (New York City  time) on a
Trading Day, then the first Trading Day of such Pricing  Period shall not be the
Trading Day on which the Investor  received  such Regular Draw Down Notice,  but
rather  shall be the  immediately  following  Trading Day  (unless a  subsequent
Trading Day is therein  specified).  The Regular Draw Down Notice shall  specify
the Draw Down Amount  Requested (which shall not exceed the Maximum Regular Draw
Down Amount  Requested),  the applicable  Floor Price for such Draw Down and the
first and last Trading Day of the Pricing Period.  Upon the terms and subject to
the  conditions  of this  Agreement,  the  Investor is  obligated to accept each
Regular  Draw  Down  Notice  prepared  and  delivered  in  accordance  with  the
provisions  of this  Agreement  and shall  purchase  from the Company the Shares
subject to such Regular Draw Down Notice at the applicable Discount Price on the
applicable Settlement Date.

     (c) GENERAL. The date on which the Company delivers any Draw Down Notice in
accordance  with this  Section 3.1  hereinafter  shall be referred to as a "DRAW
DOWN EXERCISE DATE". Anything to the contrary in this Agreement notwithstanding,
the parties hereto acknowledge and agree that the Investor shall not be required
to purchase,  and shall not purchase,  more than (i) the Maximum Fixed Draw Down
Amount  Requested  pursuant  to any single  Fixed Draw Down  Notice and (ii) the
Maximum Regular Draw Down Amount  Requested  pursuant to any single Regular Draw
Down Notice.

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     SECTION 3.2. LIMITATION OF DRAW DOWNS.

     (a) FIXED DRAW DOWN NOTICE.  At least 11 Trading Days shall elapse  between
the  completion of the  settlement,  in accordance  with Section  3.5(a) and (c)
below,  of a Draw Down  with  respect  to which a Fixed  Draw  Down  Notice  was
delivered  and the  delivery of any Fixed Draw Down Notice or Regular  Draw Down
Notice for any other Draw Down during the Investment Period.

     (b) REGULAR DRAW DOWN NOTICE. The Company shall not make more than one Draw
Down  (whether  pursuant  to a Fixed  Draw Down  Notice  or a Regular  Draw Down
Notice)  during any  Pricing  Period with  respect to which a Regular  Draw Down
Notice has been delivered. At least 24 hours shall elapse between the completion
of the  settlement,  in accordance  with Section 3.5(b) and (c) below, of a Draw
Down with  respect to which a Regular  Draw Down  Notice was  delivered  and the
delivery of any Fixed Draw Down Notice or Regular Draw Down Notice for any other
Draw Down during the Investment Period.

     (c)  GENERAL.   Each  Draw  Down  automatically  shall  expire  immediately
following the  completion of the settlement  thereof in accordance  with Section
3.5 below.

     SECTION  3.3.  REDUCTION  OF  COMMITMENT.  On  each  Settlement  Date,  the
Investor's Total Commitment under this Agreement automatically shall be reduced,
on a dollar-for-dollar  basis, by the total Draw Down Amount paid to the Company
on such Settlement Date.

     SECTION  3.4.  BELOW FLOOR  PRICE.  With respect to a Draw Down for which a
Regular  Draw Down Notice was  delivered,  if the VWAP on any Trading Day during
the applicable Pricing Period is lower than the applicable Floor Price, then for
each such  Trading Day,  the Draw Down Amount  Requested  shall be reduced by an
amount of shares of Common  Stock  equal to the  product of (x) 0.10 and (y) the
total Draw Down Amount Requested,  and no Shares shall be purchased or sold with
respect to such  Trading  Day.  If trading  in the Common  Stock on the  Trading
Market is suspended  for any reason for more than three hours on any Trading Day
during the  applicable  Pricing  Period for a Draw Down for which a Regular Draw
Down  Notice was  delivered,  then for each such  Trading Day during the Pricing
Period  the Draw Down  Amount  Requested  shall be reduced  as  provided  in the
immediately  preceding  sentence,  and no Shares shall be purchased or sold with
respect to such Trading Day.

     SECTION 3.5. SETTLEMENT. The payment for, against simultaneous delivery of,
Shares in respect of any Draw Down shall be settled as provided in this  Section
3.5.  Each date on which  settlement  of the purchase and sale of Shares  occurs
under this Section 3.5 shall be referred to herein as a "SETTLEMENT DATE".

     (a) FIXED DRAW DOWN  NOTICE.  With  respect to any Draw Down  pursuant to a
Fixed Draw Down Notice  received  by the  Investor in  accordance  with  Section
3.1(a)  hereof,  the  settlement  thereof  shall  occur not later than the first
Trading Day next following the applicable Draw Down Exercise Date.

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(b)  REGULAR  DRAW DOWN  NOTICE.  With  respect to any Draw Down  pursuant  to a
Regular  Draw Down Notice  received by the Investor in  accordance  with Section
3.1(b)  hereof,  the  settlement  thereof  shall occur not later than the second
Trading  Day next  following  the last  Trading  Day of the  applicable  Pricing
Period.

     (c) GENERAL. On each Settlement Date, the Company shall, or shall cause its
transfer agent to, electronically  transfer the Shares purchased by the Investor
by crediting the  Investor's or its  designees'  account  (provided the Investor
shall  have  given the  Company  written  notice of such  designee  prior to the
Settlement  Date) at DTC  through its  Deposit/Withdrawal  at  Custodian  (DWAC)
system,  which Shares  shall be freely  tradable  and  transferable  and without
restriction  on  resale  pursuant  to  the   Registration   Statement,   against
simultaneous  payment  therefor,  less any amounts to be withheld and payable to
Garden State Securities  pursuant to the Placement Agent Engagement  Letter,  to
the  Company's  designated  account by wire  transfer of  immediately  available
funds;  provided that if the Shares are received by the Investor later than 2:00
p.m., New York City time, payment therefor shall be made with next day funds. As
set forth in Section  3.6, a failure by the  Company or its  transfer  agent (if
applicable)  to deliver such Shares on the  applicable  Settlement  Date,  among
other things,  shall result in the payment of partial  damages by the Company to
the Investor.

     SECTION 3.6.  FAILURE TO DELIVER SHARES.  If the Company issues a Draw Down
Notice to the Investor, and the Company or its transfer agent shall fail for any
reason or for no reason to  electronically  deliver  all of the  Shares  subject
thereto to the  Investor on the  applicable  Settlement  Date by  crediting  the
Investor's or its designees'  account at DTC through its  Deposit/Withdrawal  at
Custodian (DWAC) system in compliance with Section 3.5 of this Agreement,  then,
in addition to all other remedies  available to the Investor,  the Company shall
pay the  Investor,  in cash,  as partial  damages for such  failure and not as a
penalty,  an  amount  equal to 2.0% of the  payment  required  to be paid by the
Investor  on such  Settlement  Date  for the  initial  30  days  following  such
Settlement Date until the Shares have been delivered, and an additional 2.0% for
each additional  30-day period  thereafter until the Shares have been delivered,
which amount  shall be prorated for such periods less than 30 days.  In addition
to the foregoing, if the Company or its transfer agent shall fail for any reason
or for no reason to electronically  transfer all of the Shares subject to a Draw
Down Notice to the Investor on the applicable  Settlement  Date by crediting the
Investor's or its designees'  account at DTC through its  Deposit/Withdrawal  at
Custodian (DWAC) system in compliance with Section 3.5 of this Agreement, and if
on or after such applicable  Settlement Date the Investor purchases,  in an open
market  transaction  or  otherwise,  shares of Common  Stock  necessary  to make
delivery by the  Investor in  satisfaction  of a sale by the  Investor of Shares
that the Investor anticipated receiving from the Company in connection with such
Draw Down,  then the Company shall,  in addition to any other amounts due to the
Investor  pursuant  to this  Agreement,  within  three  Trading  Days  after the
Investor's  request,  pay  cash  to  the  Investor  in an  amount  equal  to the
Investor's total purchase price (including  brokerage  commissions,  if any) for

                                       6
<PAGE>
the Shares so purchased,  at which point the Company's obligation to credit such
Investor's or its designee's account at DTC for such Shares shall terminate. All
amounts  due and  payable  to the  Investor  pursuant  to this  Section  3.6 are
hereinafter  referred to  collectively  as the "MAKE WHOLE AMOUNT".  If the Make
Whole  Amount is not paid within two Trading  Days  following  the date when due
hereunder,  the Make Whole Amount shall accrue annual  interest (on the basis of
the 365 day year)  compounded  daily at a rate  equal to the  greater of (i) the
prime rate of interest  then in effect as published  by the Wall Street  Journal
plus 3.0% and (ii) 10.0%,  up to and  including the date on which the Make Whole
Amount is actually  paid.  The Company shall not issue a Draw Down Notice to the
Investor until the Make Whole Amount,  plus all accrued interest,  has been paid
to the Investor in full.

     SECTION 3.7. CERTAIN LIMITATIONS.  Notwithstanding anything to the contrary
contained  in this  Agreement,  in no event  may the  Company  issue a Draw Down
Notice to the extent that (i) the Draw Down Amount  Requested  in such Draw Down
Notice  exceeds the Maximum Fixed Draw Down Amount  Requested,  in the case of a
Fixed  Draw Down  Notice,  or  exceeds  the  Maximum  Regular  Draw Down  Amount
Requested, in the case of a Regular Draw Down Notice or, (ii) the sale of Shares
pursuant  to such Draw Down  Notice  would cause the Company to issue or sell or
the  Investor  to acquire or purchase a dollar  value of shares of Common  Stock
which,  when aggregated with all Draw Down Amounts paid by the Investor pursuant
to all prior Draw Down  Notices  issued under this  Agreement,  would exceed the
Aggregate  Limit,  or (iii) the sale of Shares pursuant to such Draw Down Notice
would cause the  Company to sell or the  Investor to purchase a number of shares
of Common Stock  which,  when  aggregated  with all other shares of Common Stock
then beneficially owned (as calculated pursuant to Section 13(d) of the Exchange
Act and Rule 13d-3  promulgated  thereunder) by the Investor and its Affiliates,
would  result  in  the  beneficial  ownership  by  the  Investor  or  any of its
Affiliates  of more than  9.99% of the then  issued  and  outstanding  shares of
Common Stock (the  "OWNERSHIP  LIMITATION").  If the Company  issues a Draw Down
Notice in which the Draw Down Amount  Requested  exceeds the Maximum  Fixed Draw
Down Amount  Requested,  in the case of a Fixed Draw Down Notice, or exceeds the
Maximum Regular Draw Down Amount  Requested,  in the case of a Regular Draw Down
Notice,  such Draw Down  Notice  shall be void AB INITIO to the  extent the Draw
Down Amount Requested exceeds the Maximum Fixed Draw Down Amount  Requested,  in
the case of a Fixed Draw Down Notice,  or exceeds the Maximum  Regular Draw Down
Amount  Requested,  in the case of a Regular  Draw Down  Notice.  If the Company
issues a Draw Down Notice that otherwise  would require the Investor to purchase
shares of Common Stock which would cause the aggregate purchases of Common Stock
by the Investor  under this Agreement to exceed the Aggregate  Limit,  such Draw
Down  Notice  shall be void AB INITIO to the  extent of the  amount by which the
dollar value of shares of Common Stock otherwise  issuable pursuant to such Draw
Down Notice,  together with all Draw Down Amounts paid by the Investor  pursuant
to all prior Draw Down  Notices  issued under this  Agreement,  would exceed the
Aggregate  Limit.  If the Company issues a Draw Down Notice that otherwise would
require the  Investor to purchase  shares of Common  Stock which would cause the
aggregate  number  of  shares  of  Common  Stock  then  beneficially  owned  (as
calculated  pursuant  to  Section  13(d)  of the  Exchange  Act and  Rule  13d-3
promulgated  thereunder)  by the  Investor  and its  Affiliates  to  exceed  the
Ownership  Limitation,  such  Draw  Down  Notice  shall be void AB INITIO to the
extent of the  amount by which the  number of shares of Common  Stock  otherwise
issuable  pursuant to such Draw Down Notice,  together with all shares of Common
Stock then beneficially  owned by the Investor and its Affiliates,  would exceed
the Ownership Limitation.

                                       7
<PAGE>
     SECTION 3.8. BLACKOUT PERIODS.  Notwithstanding any other provision of this
Agreement, the Company shall not deliver any Draw Down Notice or otherwise offer
or sell Shares to the  Investor,  and the  Investor  shall not be  obligated  to
purchase any Shares pursuant to this  Agreement,  (i) during any period in which
the Company  is, or may be deemed to be, in  possession  of material  non-public
information,  or (ii) except as  expressly  provided in this Section 3.8, at any
time from and including  the date (each,  an  "ANNOUNCEMENT  DATE") on which the
Company  shall issue a press release  containing,  or shall  otherwise  publicly
announce,  its  earnings,  revenues or other  results of  operations  (each,  an
"EARNINGS  ANNOUNCEMENT")  through and including the time that is 24 hours after
the time that the Company  files (a "FILING  TIME") a  Quarterly  Report on Form
10-Q or an  Annual  Report on Form 10-K  that  includes  consolidated  financial
statements as of and for the same period or periods, as the case may be, covered
by such Earnings  Announcement.  If the Company  wishes to deliver any Draw Down
Notice or otherwise  offer,  sell or deliver  Shares to the Investor at any time
during the period from and including an Announcement  Date through and including
the time that is 24 hours  after the  corresponding  Filing  Time,  the  Company
shall,  as conditions  thereto,  (1) prepare and deliver to the Investor (with a
copy to  counsel  to the  Investor)  a report  on Form 8-K which  shall  include
substantially the same financial and related information as was set forth in the
relevant Earnings  Announcement  (other than any earnings or other  projections,
similar  forward-looking  data and  officers'  quotations)  (each,  an "EARNINGS
8-K"), (2) provide the Investor with the compliance certificate substantially in
the form attached  hereto as Exhibit D, dated the date of such Draw Down Notice,
which  certificate  shall be deemed to remain in effect  during  the  applicable
Pricing  Period through and including the  applicable  Settlement  Date, and the
"bring down" opinions in the form mutually agreed to by the parties hereto prior
to the date  hereof,  dated the date of such Draw Down  Notice and (3) file such
Earnings 8-K with the  Commission  (so that it is deemed "filed" for purposes of
Section 18 of the  Exchange  Act),  include  such  Earnings  8-K in a Prospectus
Supplement and file such Prospectus  Supplement  with the Commission  under Rule
424(b)  under the  Securities  Act, in each case on or prior to the date of such
Draw Down Notice. The provisions of clause (ii) of this Section 3.8 shall not be
applicable for the period from and after the time at which all of the conditions
set forth in the immediately  preceding  sentence shall have been satisfied (or,
if later,  the time that is 24 hours after the time that the  relevant  Earnings
Announcement was first publicly released) through and including the time that is
24 hours after the Filing Time of the relevant  Quarterly Report on Form 10-Q or
Annual  Report on Form 10-K,  as the case may be. For  purposes of clarity,  the
parties  agree that the delivery of the  compliance  certificate  and the "bring
down"  opinions  pursuant to this Section 3.8 shall not relieve the Company from
any of its obligations  under this Agreement with respect to the delivery of the
compliance  certificate  called for by  Section  7.2(ii)  and the  "bring  down"
opinions called for by Section 7.2(xv) on the applicable  Settlement Date, which
Sections shall have independent application.

                                       8
<PAGE>
                                   ARTICLE IV
            REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR

     The Investor  hereby makes the following  representations,  warranties  and
covenants to the Company:

     SECTION 4.1.  ORGANIZATION AND STANDING OF THE INVESTOR.  The Investor is a
limited liability company duly organized,  validly existing and in good standing
under the laws of the State of New York.

     SECTION  4.2.  AUTHORIZATION  AND POWER.  The  Investor  has the  requisite
corporate  power and authority to enter into and perform its  obligations  under
this Agreement and the Registration  Rights Agreement and to purchase or acquire
the Securities in accordance with the terms hereof. The execution,  delivery and
performance  by the  Investor  of this  Agreement  and the  Registration  Rights
Agreement and the consummation by it of the transactions contemplated hereby and
thereby have been duly  authorized by all  necessary  corporate  action,  and no
further consent or authorization of the Investor,  its Board of Directors or its
stockholders  is required.  Each of this Agreement and the  Registration  Rights
Agreement has been duly executed and delivered by the Investor and constitutes a
valid  and  binding  obligation  of  the  Investor  enforceable  against  it  in
accordance  with its  terms,  except as such  enforceability  may be  limited by
applicable  bankruptcy,  insolvency,  reorganization,  moratorium,  liquidation,
conservatorship,  receivership,  or  similar  laws  relating  to,  or  affecting
generally  the  enforcement  of,  creditor's  rights  and  remedies  or by other
equitable  principles  of  general  application  (including  any  limitation  of
equitable remedies).

     SECTION 4.3. NO CONFLICTS.  The execution,  delivery and performance by the
Investor  of  this  Agreement  and the  Registration  Rights  Agreement  and the
consummation by the Investor of the transactions contemplated hereby and thereby
do not and  shall not (i)  result  in a  violation  of such  Investor's  charter
documents, bylaws or other applicable organizational instruments,  (ii) conflict
with,  constitute a default (or an event which,  with notice or lapse of time or
both,  would become a default) under, or give rise to any rights of termination,
amendment,  acceleration or cancellation of, any material  agreement,  mortgage,
deed of trust,  indenture,  note, bond, license, lease agreement,  instrument or
obligation to which the Investor is a party or is bound,  (iii) create or impose
any lien,  charge or  encumbrance  on any  property  of the  Investor  under any
agreement  or any  commitment  to which the Investor is party or under which the
Investor is bound or under which any of its  properties or assets are bound,  or
(iv) result in a violation  of any  federal,  state,  local or foreign  statute,
rule,  or  regulation,  or  any  order,  judgment  or  decree  of any  court  or
governmental agency applicable to the Investor or by which any of its properties
or assets are bound or affected,  except, in the case of clauses (ii), (iii) and
(iv), for such  conflicts,  defaults,  terminations,  amendments,  acceleration,
cancellations  and  violations as would not,  individually  or in the aggregate,
prohibit or otherwise  interfere with, in any material  respect,  the ability of
the Investor to enter into and perform its obligations  under this Agreement and
the  Registration  Rights  Agreement.  The  Investor is not  required  under any
applicable  federal,  state,  local or foreign law, rule or regulation to obtain
any consent, authorization or order of, or make any filing or registration with,
any court or governmental agency in order for it to execute,  deliver or perform
any  of its  obligations  under  this  Agreement  and  the  Registration  Rights
Agreement or to purchase the  Securities  in  accordance  with the terms hereof;

                                       9
<PAGE>
provided,  however,  that  for  purposes  of the  representation  made  in  this
sentence, the Investor is assuming and relying upon the accuracy of the relevant
representations  and warranties and the compliance  with the relevant  covenants
and  agreements  of the Company in the  Transaction  Documents  to which it is a
party.

     SECTION 4.4. INVESTMENT  PURPOSE.  The Investor is acquiring the Securities
for its own account, for investment purposes and not with a view towards, or for
resale in  connection  with,  the public sale or  distribution  thereof,  except
pursuant to sales registered under or exempt from the registration  requirements
of the Securities Act;  provided,  however,  that by making the  representations
herein, the Investor does not agree, or make any representation or warranty,  to
hold any of the  Securities  for any minimum or other specific term and reserves
the  right  to  dispose  of the  Securities  at any time in  accordance  with or
pursuant to a registration  statement or an exemption  under the Securities Act.
The Investor does not presently have any agreement or understanding, directly or
indirectly, with any Person to distribute any of the Securities.

     SECTION 4.5.  ACCREDITED  INVESTOR  STATUS.  The Investor is an "accredited
investor" as that term is defined in Rule 501(a) of Regulation D.

     SECTION 4.6.  RELIANCE ON  EXEMPTIONS.  The Investor  understands  that the
Securities  are being offered and sold to it in reliance on specific  exemptions
from the registration requirements of U.S. federal and state securities laws and
that the  Company  is relying  in part upon the truth and  accuracy  of, and the
Investor's  compliance  with,  the  representations,   warranties,   agreements,
acknowledgments  and understandings of the Investor set forth herein in order to
determine  the  availability  of  such  exemptions  and the  eligibility  of the
Investor to acquire the Securities.

     SECTION 4.7. INFORMATION. All materials relating to the business, financial
condition,  management and  operations of the Company and materials  relating to
the offer and sale of the  Securities  which have been requested by the Investor
have been furnished or otherwise made available to the Investor or its advisors,
including,   without  limitation,   the  Commission   Documents.   The  Investor
understands  that its  investment  in the  Securities  involves a high degree of
risk.  The Investor is able to bear the economic  risk of an  investment  in the
Securities  and has such  knowledge  and  experience  in financial  and business
matters  that it is  capable  of  evaluating  the merits and risks of a proposed
investment in the  Securities.  The Investor and its advisors have been afforded
the opportunity to ask questions of and receive answers from  representatives of
the Company  concerning the financial  condition and business of the Company and
other  matters  relating  to an  investment  in  the  Securities.  Neither  such
inquiries nor any other due diligence  investigations  conducted by the Investor
or its advisors,  if any, or its representatives  shall modify,  amend or affect
the  Investor's  right to rely on the Company's  representations  and warranties
contained in this  Agreement or in any other  Transaction  Document to which the
Company  is a party or the  Investor's  right to rely on any other  document  or
instrument  executed  and/or  delivered in connection with this Agreement or the
consummation  of  the  transaction   contemplated  hereby  (including,   without
limitation,  the opinions of the Company's counsel delivered pursuant to Section
7.2(xv)).  The Investor has sought such  accounting,  legal and tax advice as it
has considered necessary to make an informed investment decision with respect to
its acquisition of the Securities. The Investor understands that it (and not the
Company) shall be responsible  for its own tax  liabilities  that may arise as a
result of this investment or the transactions contemplated by this Agreement.

                                       10
<PAGE>
     SECTION  4.8. NO  GOVERNMENTAL  REVIEW.  The Investor  understands  that no
United States  federal or state agency or any other  government or  governmental
agency has passed on or made any recommendation or endorsement of the Securities
or the fairness or suitability of the investment in the Securities nor have such
authorities  passed  upon  or  endorsed  the  merits  of  the  offering  of  the
Securities.

     SECTION 4.9. NO GENERAL  SOLICITATION.  The Investor is not  purchasing the
Securities  as  a  result  of  any  form  of  general  solicitation  or  general
advertising (within the meaning of Regulation D) in connection with the offer or
sale of the Securities.

     SECTION 4.10. NOT AN AFFILIATE. The Investor is not an officer, director or
an Affiliate of the Company.

     SECTION 4.11. STATUTORY  UNDERWRITER STATUS. The Investor acknowledges that
it will be  disclosed as an  "underwriter"  and a "selling  stockholder"  in the
Registration  Statement and in any  Prospectus  contained  therein to the extent
required by  applicable  law and to the extent the  Prospectus is related to the
resale of Registrable Securities.

     SECTION 4.12. RESALES OF SECURITIES. The Investor represents,  warrants and
covenants that it will resell such Securities only pursuant to the  Registration
Statement, in a manner described under the caption "Plan of Distribution" in the
Registration  Statement,  and in a manner in compliance with all applicable U.S.
federal and state securities laws,  rules and  regulations,  including,  without
limitation,  any applicable  prospectus delivery  requirements of the Securities
Act.

                                   ARTICLE V
            REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

     Except as set forth in the disclosure  schedule delivered by the Company to
the Investor  (which is hereby  incorporated by reference in, and constitutes an
integral  part of, this  Agreement)  (the  "DISCLOSURE  SCHEDULE"),  the Company
hereby makes the  following  representations,  warranties  and  covenants to the
Investor:

     SECTION 5.1. ORGANIZATION, GOOD STANDING AND POWER. The Company and each of
its Subsidiaries is a corporation  duly organized,  validly existing and in good
standing under the laws of the  jurisdiction  of its  incorporation  and has the
requisite corporate power and authority to own, lease and operate its properties
and assets and to  conduct  its  business  as it is now being  conducted  and as
presently  proposed to be  conducted.  The Company and each  Subsidiary  is duly
qualified as a foreign  corporation  to do business  and is in good  standing in
every  jurisdiction  in which the nature of the  business  conducted or property
owned by it makes such qualification  necessary,  except for any jurisdiction in
which the failure to be so qualified would not have a Material Adverse Effect.

     SECTION  5.2.  AUTHORIZATION,  ENFORCEMENT.  The Company has the  requisite
corporate  power and authority to enter into and perform its  obligations  under
each of the  Transaction  Documents  to  which it is a party  and to  issue  the
Securities in accordance with the terms hereof and thereof. Except for approvals
of the Company's Board of Directors or a committee thereof as may be required in

                                       11
<PAGE>
connection  with any issuance and sale of Securities  to the Investor  hereunder
(which  approvals  shall be  obtained  prior to the  delivery  of any Draw  Down
Notice),  the execution,  delivery and performance by the Company of each of the
Transaction  Documents to which it is a party and the  consummation by it of the
transactions  contemplated  hereby  and  thereby  have  been  duly  and  validly
authorized  by all  necessary  corporate  action,  and  no  further  consent  or
authorization  of the Company,  its Board of Directors  or its  stockholders  is
required.  Each of the Transaction Documents to which the Company is a party has
been duly  executed  and  delivered by the Company and  constitutes  a valid and
binding obligation of the Company  enforceable against the Company in accordance
with its terms,  except as such  enforceability  may be  limited  by  applicable
bankruptcy,     insolvency,     reorganization,     moratorium,     liquidation,
conservatorship,   receivership  or  similar  laws  relating  to,  or  affecting
generally  the  enforcement  of,  creditor's  rights  and  remedies  or by other
equitable  principles  of  general  application  (including  any  limitation  of
equitable remedies).

     SECTION 5.3. CAPITALIZATION AND VOTING RIGHTS. The authorized capital stock
of the Company and the shares thereof issued and  outstanding  were as set forth
in the  Commission  Documents  as of the  dates  reflected  therein.  All of the
outstanding shares of Common Stock have been duly authorized and validly issued,
and are fully  paid and  nonassessable.  Except  as set forth in the  Commission
Documents,  this Agreement and the Registration  Rights Agreement,  there are no
agreements or arrangements  under which the Company is obligated to register the
sale of any  securities  under the  Securities  Act.  Except as set forth in the
Commission  Documents,  no shares of Common  Stock are  entitled  to  preemptive
rights  and  there  are  no  outstanding   debt  securities  and  no  contracts,
commitments,  understandings,  or  arrangements  by which the  Company is or may
become bound to issue  additional  shares of the capital stock of the Company or
options,  warrants,  scrip,  rights to subscribe to, calls or commitments of any
character  whatsoever  relating to, or securities or rights  convertible into or
exchangeable  for, any shares of capital  stock of the Company  other than those
issued or granted in the ordinary  course of business  pursuant to the Company's
equity incentive and/or compensatory plans or arrangements. Except for customary
transfer  restrictions  contained in  agreements  entered into by the Company to
sell  restricted  securities or as set forth in the  Commission  Documents,  the
Company is not a party to, and it has no Knowledge of, any agreement restricting
the voting or transfer of any shares of the capital stock of the Company. Except
as set forth in the  Commission  Documents,  the  offer and sale of all  capital
stock,  convertible or exchangeable  securities,  rights, warrants or options of
the  Company  issued  prior to the Closing  Date  complied  with all  applicable
federal  and  state  securities  laws,  and no  stockholder  has  any  right  of
rescission  or damages or any "put" or similar  right with respect  thereto that
would  have a Material  Adverse  Effect.  Except as set forth in the  Commission
Documents,  there are no securities or instruments  containing  anti-dilution or
similar  provisions that will be triggered by this Agreement or any of the other
Transaction  Documents or the consummation of the transactions  described herein
or therein.  The Company has  furnished  or made  available  to the Investor via
EDGAR true and correct copies of the Company's  Articles of  Incorporation as in
effect on the  Closing  Date (the  "Charter"),  and the  Company's  Bylaws as in
effect on the Closing Date (the "BYLAWS").

     SECTION 5.4.  ISSUANCE OF SECURITIES.  The Initial  Commitment  Shares have
been,  the  Additional  Commitment  Shares  (if  any) to be  issued  under  this
Agreement have been or will be (prior to the issuance  thereof),  and the Shares

                                       12
<PAGE>
to be issued under this Agreement have been or will be (prior to the delivery of
any  Draw  Down  Notice  to the  Investor  hereunder),  duly  authorized  by all
necessary  corporate action on the part of the Company.  The Commitment  Shares,
when issued in accordance with the terms of this Agreement, and the Shares, when
issued and paid for in  accordance  with the terms of this  Agreement,  shall be
validly issued and outstanding,  fully paid and  nonassessable and free from all
liens,  charges,  taxes,  security  interests,  encumbrances,  rights  of  first
refusal, preemptive or similar rights and other encumbrances with respect to the
issue thereof.

     SECTION 5.5. NO CONFLICTS.  The execution,  delivery and performance by the
Company  of each of the  Transaction  Documents  to which it is a party  and the
consummation by the Company of the transactions  contemplated hereby and thereby
do not and shall not (i) result in a violation of any provision of the Company's
Charter or Bylaws,  (ii) conflict with or result in a breach or violation of any
of the terms or provisions of, or constitute a default (or an event which,  with
notice or lapse of time or both,  would become a default) under, or give rise to
any rights of  termination,  amendment,  acceleration  or  cancellation  of, any
material agreement,  mortgage,  deed of trust,  indenture,  note, bond, license,
lease  agreement,  instrument  or  obligation to which the Company or any of its
Significant  Subsidiaries is a party or is bound, (iii) create or impose a lien,
charge or  encumbrance  on any  property  or assets of the Company or any of its
Significant  Subsidiaries  under any  agreement or any  commitment  to which the
Company  or any of its  Significant  Subsidiaries  is a party  or by  which  the
Company or any of its Significant Subsidiaries is bound or to which any of their
respective properties or assets is subject, or (iv) result in a violation of any
federal,  state, local or foreign statute, rule, regulation,  order, judgment or
decree  applicable  to the  Company or any of its  Subsidiaries  or by which any
property  or  asset  of the  Company  or any of its  Subsidiaries  are  bound or
affected  (including  federal and state  securities laws and regulations and the
rules and  regulations of the Trading  Market),  except,  in the case of clauses
(ii), (iii) and (iv), for such conflicts,  defaults,  terminations,  amendments,
acceleration,  cancellations,  liens,  charges,  encumbrances  and violations as
would not,  individually  or in the aggregate,  have a Material  Adverse Effect.
Except as specifically contemplated by this Agreement or the Registration Rights
Agreement and as required  under the  Securities  Act and any  applicable  state
securities laws, the Company is not required under any federal,  state, local or
foreign law, rule or regulation  to obtain any consent,  authorization  or order
of, or make any filing or registration  with, any court or  governmental  agency
(including,  without limitation, the Trading Market) in order for it to execute,
deliver or perform any of its  obligations  under the  Transaction  Documents to
which it is a party,  or to issue the  Securities  to the Investor in accordance
with the terms  hereof and thereof  (other than such  consents,  authorizations,
orders,  filings or  registrations  as have been  obtained  or made prior to the
Closing Date); provided,  however, that, for purposes of the representation made
in this  sentence,  the Company is assuming and relying upon the accuracy of the
representations  and  warranties  of the  Investor  in  this  Agreement  and the
compliance by it with its covenants and  agreements  contained in this Agreement
and the Registration Rights Agreement.

     SECTION 5.6. COMMISSION DOCUMENTS,  FINANCIAL  STATEMENTS.  (a) The Company
has timely filed (giving  effect to  permissible  extensions in accordance  with
Rule 12b-25 under the Exchange Act) all  Commission  Documents.  The Company has
delivered or made  available  to the  Investor  via EDGAR or otherwise  true and
complete  copies of the  Commission  Documents  filed with or  furnished  to the
Commission prior to the Closing Date (including,  without limitation,  the Jumbo

                                       13
<PAGE>
8-K).  No  Subsidiary  of the Company is required to file or furnish any report,
schedule,  registration, form, statement, information or other document with the
Commission.  As of its  filing  date,  each  Commission  Document  filed with or
furnished  to the  Commission  prior to the  Closing  Date  (including,  without
limitation,   the  Jumbo  8-K)  complied  in  all  material  respects  with  the
requirements of the Securities Act or the Exchange Act, as applicable, and other
federal,  state and local laws, rules and regulations  applicable to it, and, as
of its  filing  date (or,  if  amended or  superseded  by a filing  prior to the
Closing Date, on the date of such amended or superseded filing), such Commission
Document  did not contain  any untrue  statement  of a material  fact or omit to
state a material  fact  required to be stated  therein or  necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading.  The Registration  Statement, on the date it is filed with
the Commission,  on the date it is declared effective by the Commission, on each
Draw  Down  Exercise  Date and on each  Settlement  Date,  shall  comply  in all
material  respects  with the  requirements  of the  Securities  Act  (including,
without limitation, Rule 415 under the Securities Act) and shall not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated  therein or  necessary  in order to make the  statements  therein  not
misleading,  except that this  representation  and  warranty  shall not apply to
statements in or omissions from the Registration Statement made in reliance upon
and in conformity  with  information  relating to the Investor  furnished to the
Company in writing by or on behalf of the  Investor  expressly  for use therein.
The Prospectus and each Prospectus  Supplement  required to be filed pursuant to
this Agreement or the Registration Rights Agreement after the Closing Date, when
taken  together,  on its  date,  on each  Draw  Down  Exercise  Date and on each
Settlement Date, shall comply in all material  respects with the requirements of
the  Securities  Act  (including,  without  limitation,  Rule  424(b)  under the
Securities Act) and shall not contain any untrue statement of a material fact or
omit to state a material  fact  required to be stated  therein or  necessary  in
order to make the statements  therein, in light of the circumstances under which
they were made, not  misleading,  except that this  representation  and warranty
shall  not  apply to  statements  in or  omissions  from the  Prospectus  or any
Prospectus  Supplement made in reliance upon and in conformity with  information
relating to the Investor  furnished to the Company in writing by or on behalf of
the Investor expressly for use therein. Each Commission Document (other than the
Registration Statement, the Prospectus or any Prospectus Supplement) to be filed
with or furnished to the Commission  after the Closing Date and  incorporated by
reference  in the  Registration  Statement,  the  Prospectus  or any  Prospectus
Supplement  required to be filed pursuant to this Agreement or the  Registration
Rights Agreement (including,  without limitation, the Current Report), when such
document is filed with or furnished to the Commission  and, if applicable,  when
such  document  becomes  effective,  as the case  may be,  shall  comply  in all
material  respects with the  requirements  of the Securities Act or the Exchange
Act,  as  applicable,  and  other  federal,  state  and  local  laws,  rules and
regulations  applicable  to it, and shall not contain any untrue  statement of a
material fact or omit to state a material fact required to be stated  therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made,  not  misleading.  The Company has delivered or made
available to the Investor via EDGAR or otherwise true and complete copies of all
comment letters and substantive  correspondence received by the Company from the
Commission  relating to the Commission  Documents filed with or furnished to the
Commission  as of the Closing Date,  together with all written  responses of the
Company  thereto in the form such responses  were filed via EDGAR.  There are no
outstanding  or  unresolved  comments or  undertakings  in such comment  letters
received by the Company from the  Commission.  The Commission has not issued any

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stop order or other  order  suspending  the  effectiveness  of any  registration
statement filed by the Company under the Securities Act or the Exchange Act.

     (b)  The  financial  statements,   together  with  the  related  notes  and
schedules, of the Company included in the Commission Documents comply as to form
in all material  respects with all applicable  accounting  requirements  and the
published rules and regulations of the Commission and all other applicable rules
and regulations with respect thereto. Such financial  statements,  together with
the related notes and  schedules,  have been  prepared in  accordance  with GAAP
applied on a consistent  basis during the periods involved (except (i) as may be
otherwise indicated in such financial statements or the notes thereto or (ii) in
the case of  unaudited  interim  statements,  to the extent they may not include
footnotes or may be condensed or summary statements),  and fairly present in all
material  respects the financial  condition of the Company and its  consolidated
Subsidiaries  as of the dates  thereof  and the results of  operations  and cash
flows for the periods then ended (subject,  in the case of unaudited statements,
to normal year-end audit adjustments).

     (c) The Company has timely filed with the  Commission and made available to
the Investor via EDGAR or otherwise all certifications  and statements  required
by (x) Rule  13a-14  or Rule  15d-14  under  the  Exchange  Act or (y) 18 U.S.C.
Section  1350  (Section 906 of the  Sarbanes-Oxley  Act of 2002  ("SOXA"))  with
respect to all relevant  Commission  Documents.  The Company is in compliance in
all material  respects with the  provisions  of SOXA  applicable to it as of the
date  hereof.  Except as  disclosed  in the  Commission  Documents,  the Company
maintains  disclosure  controls and  procedures  required by Rule 13a-15 or Rule
15d-15 under the Exchange  Act; such  controls and  procedures  are effective to
ensure that all material information concerning the Company and its Subsidiaries
is made known on a timely basis to the  individuals  responsible  for the timely
and accurate  preparation of the Company's  Commission  filings and other public
disclosure  documents.  As used in this Section 5.6(c), the term "file" shall be
broadly  construed to include any manner in which a document or  information  is
furnished, supplied or otherwise made available to the Commission.

     (d) Li and  Company,  PC, who shall  express  their  opinion on the audited
financial  statements and related  schedules to be included or  incorporated  by
reference in the Registration  Statement and the Prospectus are, with respect to
the Company,  independent  public  accountants as required by the Securities Act
and is an independent  registered  public  accounting firm within the meaning of
SOXA as required by the rules of the Public Company Accounting  Oversight Board.
Li and  Company,  PC  has  not  been  engaged  by the  Company  to  perform  any
"prohibited activities" (as defined in Section 10A of the Exchange Act).

     SECTION 5.7. SUBSIDIARIES.  The Jumbo 8-K sets forth each Subsidiary of the
Company as of the Closing Date,  showing its  jurisdiction of  incorporation  or
organization  and the percentage of the Company's  ownership of the  outstanding
capital stock or other ownership  interests of such Subsidiary,  and the Company
does not have any other Subsidiaries as of the Closing Date.

     SECTION  5.8.  NO  MATERIAL  ADVERSE  EFFECT.  Except as  disclosed  in any
Commission  Documents  filed since  January 31, 2013,  or which may be deemed to
have resulted from the Company's continued losses from operations, since January
31, 2013,  the Company has not  experienced  or suffered  any  Material  Adverse

                                       15
<PAGE>
Effect,  and there  exists no current  state of facts,  condition or event which
would have a Material Adverse Effect.

     SECTION 5.9. NO UNDISCLOSED LIABILITIES. Neither the Company nor any of its
Subsidiaries  has  any  liabilities,  obligations,  claims  or  losses  (whether
liquidated or unliquidated,  secured or unsecured, absolute, accrued, contingent
or  otherwise)  that would be required to be disclosed on a balance sheet of the
Company or any Subsidiary  (including the notes thereto) in conformity with GAAP
and are not disclosed in the Commission Documents,  other than those incurred in
the ordinary course of the Company's or its Subsidiaries  respective  businesses
since January 31, 2013 and which,  individually  or in the aggregate,  do not or
would not have a Material Adverse Effect.

     SECTION  5.10.  NO  UNDISCLOSED  EVENTS  OR  CIRCUMSTANCES.   No  event  or
circumstance  has occurred or information  exists with respect to the Company or
any of its  Subsidiaries  or its or  their  business,  properties,  liabilities,
operations  (including results thereof) or conditions  (financial or otherwise),
which,  under applicable law, rule or regulation,  requires public disclosure or
announcement  by the  Company at or before the Closing but which has not been so
publicly  announced  or  disclosed,  except for events or  circumstances  which,
individually  or in the aggregate,  do not or would not have a Material  Adverse
Effect.

     SECTION 5.11.  INDEBTEDNESS;  SOLVENCY.  The Company's  Quarterly Report on
Form 10-Q for its fiscal  quarter  ended  October  31,  2013 sets  forth,  as of
October 31, 2013,  all  outstanding  secured and unsecured  Indebtedness  of the
Company  or any  Subsidiary,  or for which the  Company  or any  Subsidiary  has
commitments   through   such  date.   For  the   purposes  of  this   Agreement,
"INDEBTEDNESS" shall mean (a) any liabilities for borrowed money or amounts owed
in excess of  $1,000,000  (other  than trade  accounts  payable  incurred in the
ordinary course of business), (b) all guaranties, endorsements,  indemnities and
other  contingent  obligations in respect of Indebtedness of others in excess of
$1,000,000,  whether or not the same are or should be reflected in the Company's
balance  sheet (or the notes  thereto),  except  guaranties  by  endorsement  of
negotiable  instruments for deposit or collection or similar transactions in the
ordinary course of business;  and (c) the present value of any lease payments in
excess of $1,000,000  due under leases  required to be capitalized in accordance
with GAAP.  There is no  existing or  continuing  default or event of default in
respect  of any  Indebtedness  of the  Company or any of its  Subsidiaries.  The
Company  has not  taken any  steps,  and does not  currently  expect to take any
steps, to seek protection  pursuant to Title 11 of the United States Code or any
similar  federal or state  bankruptcy law or law for the relief of debtors,  nor
does the  Company  have any  Knowledge  that its  creditors  intend to  initiate
involuntary bankruptcy, insolvency, reorganization or liquidation proceedings or
other  proceedings  for relief  under Title 11 of the United  States Code or any
other federal or state bankruptcy law or any law for the relief of debtors.  The
Company is  financially  solvent and is generally  able to pay its debts as they
become due.

     SECTION 5.12. TITLE TO ASSETS. Each of the Company and its Subsidiaries has
good and valid title to, or has valid rights to lease or  otherwise  use, all of
their  respective  real  and  personal  property  reflected  in  the  Commission
Documents,  free of mortgages,  pledges,  charges,  liens, security interests or
other encumbrances,  except for those indicated in the Commission  Documents and
those that would not have a  Material  Adverse  Effect.  All real  property  and
facilities held under lease by the Company or any of its  Subsidiaries  are held

                                       16
<PAGE>
by them under valid,  subsisting and enforceable  leases with such exceptions as
are not material and do not interfere  with the use made and proposed to be made
of such property and buildings by the Company or any of its Subsidiaries.

     SECTION  5.13.   ACTIONS  PENDING.   There  is  no  action,   suit,  claim,
investigation  or  proceeding  pending,  or, to the  Knowledge  of the  Company,
threatened,  against the Company or any Subsidiary  which questions the validity
of the Transaction  Documents or the  transactions  contemplated  thereby or any
action  taken  or to be  taken  pursuant  thereto.  Except  as set  forth in the
Commission  Documents,  there  is  no  action,  suit,  claim,  investigation  or
proceeding pending,  or to the Knowledge of the Company  threatened,  against or
involving the Company,  any Subsidiary or any of their respective  properties or
assets,  or  involving  any  officers or  directors of the Company or any of its
Subsidiaries, including, without limitation, any securities class action lawsuit
or stockholder derivative lawsuit related to the Company, in each case which, if
determined  adversely to the Company,  its Subsidiary or any officer or director
of the Company or its Subsidiaries, would have a Material Adverse Effect. Except
as set forth in the Commission Documents,  no judgment,  order, writ, injunction
or decree or award has been  issued  by or,  to the  Knowledge  of the  Company,
requested  of any  court,  arbitrator  or  governmental  agency  which  would be
reasonably expected to result in a Material Adverse Effect.

     SECTION  5.14.  COMPLIANCE  WITH LAW.  The  business of the Company and the
Subsidiaries  has been and is presently  being  conducted in compliance with all
applicable  federal,   state,  local  and  foreign   governmental  laws,  rules,
regulations and ordinances,  except as set forth in the Commission Documents and
except for such non-compliance  which,  individually or in the aggregate,  would
not  have  a  Material  Adverse  Effect.  Neither  the  Company  nor  any of its
Subsidiaries  is in violation of any  judgment,  decree or order or any statute,
ordinance,  rule  or  regulation  applicable  to  the  Company  or  any  of  its
Subsidiaries,  and neither the Company nor any of its Subsidiaries  will conduct
its  business  in  violation  of any of the  foregoing,  except in all cases for
possible  violations which could not,  individually or in the aggregate,  have a
Material Adverse Effect.  Without limiting the generality of the foregoing,  the
Company has maintained all requirements  for the continued  listing or quotation
of its Common Stock on the Trading  Market,  and the Company is not in violation
of any of the rules,  regulations or  requirements of the Trading Market and has
no  Knowledge  of any  facts or  circumstances  that  could  reasonably  lead to
delisting  or  suspension  of the  Common  Stock by the  Trading  Market  in the
foreseeable future.

     SECTION  5.15.  CERTAIN  FEES.  Except for the placement fee payable by the
Company to Garden State Securities ("GARDEN STATE"), which shall be set forth in
a separate  engagement  letter  between the Company and Garden State (a true and
complete  fully  executed  copy of which has  heretofore  been  provided  to the
Investor) (the "PLACEMENT  AGENT  ENGAGEMENT  LETTER"),  no brokers,  finders or
financial advisory fees or commissions are or shall be payable by the Company or
any  Subsidiary  (or any of their  respective  Affiliates)  with  respect to the
transactions contemplated by the Transaction Documents.

     SECTION  5.16.  DISCLOSURE.  The Company  confirms  that neither it nor any
other  Person  acting on its  behalf has  provided  the  Investor  or any of its
agents,  advisors or counsel  with any  information  that  constitutes  or could
reasonably be expected to constitute material,  nonpublic information concerning
the  Company  or  any of its  Subsidiaries,  other  than  the  existence  of the

                                       17
<PAGE>
transactions  contemplated by the Transaction Documents. The Company understands
and confirms  that the Investor will rely on the  foregoing  representations  in
effecting  transactions in securities of the Company. All disclosure provided to
Investor  regarding the Company and its  Subsidiaries,  their businesses and the
transactions  contemplated  by the  Transaction  Documents  (including,  without
limitation,  the  representations and warranties of the Company contained in the
Transaction  Documents  to which it is a party (as  modified  by the  Disclosure
Schedule))  furnished by or on behalf of the Company or any of its Subsidiaries,
taken together, is true and correct and does not contain any untrue statement of
a material  fact or omit to state any material  fact  necessary in order to make
the statements made therein,  in the light of the circumstances under which they
were made,  not  misleading.  Each press release issued by the Company or any of
its Subsidiaries  during the 12 months preceding the Closing Date did not at the
time of release  (or, if amended or  superseded  by a later dated press  release
issued by the Company or any of its Subsidiaries prior to the Closing Date or by
a later dated  Commission  Document filed with or furnished to the Commission by
the  Company  prior to the Closing  Date,  at the time of issuance of such later
dated press  release or filing or  furnishing of such  Commission  Document,  as
applicable)  contain any untrue  statement of a material fact or omit to state a
material  fact  required to be stated  therein or necessary in order to make the
statements therein, in the light of the circumstances under which they are made,
not misleading.

     SECTION 5.17. OPERATION OF BUSINESS.  (a) The Company or one or more of its
Subsidiaries  possesses such permits,  licenses,  approvals,  consents and other
authorizations   (including   licenses,    accreditation   and   other   similar
documentation  or  approvals  of any  local  health  departments)  issued by the
appropriate  federal,  state, local or foreign regulatory  agencies or bodies as
are  necessary  to  conduct  the  business  now  operated  by it  (collectively,
"GOVERNMENTAL LICENSES"),  except where the failure to possess such Governmental
Licenses,  individually or in the aggregate,  would not have a Material  Adverse
Effect.  The Company and its  Subsidiaries  are in compliance with the terms and
conditions  of all such  Governmental  Licenses,  except where the failure to so
comply,  individually  or in the  aggregate,  would not have a Material  Adverse
Effect or except as otherwise disclosed in the Commission Documents.  All of the
Governmental  Licenses are valid and in full force and effect,  except where the
invalidity  of such  Governmental  Licenses or the failure of such  Governmental
Licenses to be in full force and effect, individually or in the aggregate, would
not have a  Material  Adverse  Effect or except as  otherwise  disclosed  in the
Commission Documents.  Except as set forth in the Commission Documents,  neither
the Company  nor any of its  Subsidiaries  has  received  any written  notice of
proceedings  relating to the revocation or modification of any such Governmental
Licenses which, if the subject of any unfavorable  decision,  ruling or finding,
individually or in the aggregate,  would have a Material  Adverse  Effect.  This
Section  5.17 does not relate to  environmental  matters,  such items  being the
subject of Section 5.18.

     (b)  The  Company  or one or  more of its  Subsidiaries  owns or  possesses
adequate patents,  patent rights,  licenses,  inventions,  copyrights,  know-how
(including trade secrets and other unpatented and/or unpatentable proprietary or
confidential  information,  systems or procedures),  trademarks,  service marks,

                                       18
<PAGE>
trade names, trade dress,  logos,  copyrights and other  intellectual  property,
including, without limitation, all of the intellectual property described in the
Commission  Documents  as being owned or licensed by the Company  (collectively,
"INTELLECTUAL PROPERTY"), necessary to carry on the business now operated by it.
Except as set forth in the Commission Documents,  there are no actions, suits or
judicial proceedings pending, or to the Company's Knowledge threatened, relating
to  patents  or  proprietary  information  to which  the  Company  or any of its
Subsidiaries  is a party or of which any  property  of the Company or any of its
Subsidiaries is subject, and neither the Company nor any of its Subsidiaries has
received any notice or is  otherwise  aware of any  infringement  of or conflict
with asserted rights of others with respect to any  Intellectual  Property or of
any facts or circumstances which could render any Intellectual  Property invalid
or  inadequate  to protect the  interest  of the  Company  and its  Subsidiaries
therein,  and which  infringement or conflict (if the subject of any unfavorable
decision, ruling or finding) or invalidity or inadequacy, individually or in the
aggregate, would have a Material Adverse Effect.

     SECTION  5.18.  ENVIRONMENTAL  COMPLIANCE.   Except  as  disclosed  in  the
Commission Documents, the Company and each of its Subsidiaries have obtained all
material approvals, authorization,  certificates, consents, licenses, orders and
permits or other similar authorizations of all governmental authorities, or from
any other person, that are required under any Environmental Laws, except for any
approvals, authorization,  certificates,  consents, licenses, orders and permits
or other similar authorizations the failure of which to obtain does not or would
not  have a  Material  Adverse  Effect.  "ENVIRONMENTAL  LAWS"  shall  mean  all
applicable laws relating to the protection of the environment including, without
limitation,  all requirements  pertaining to reporting,  licensing,  permitting,
controlling,  investigating or remediating  emissions,  discharges,  releases or
threatened releases of hazardous  substances,  chemical substances,  pollutants,
contaminants or toxic substances,  materials or wastes, whether solid, liquid or
gaseous in nature, into the air, surface water, groundwater or land, or relating
to the manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of hazardous substances, chemical substances,  pollutants,
contaminants or toxic substances,  material or wastes,  whether solid, liquid or
gaseous in nature.  Except for such instances as would not,  individually  or in
the aggregate, have a Material Adverse Effect, to the Company's Knowledge, there
are no past or present events, conditions, circumstances,  incidents, actions or
omissions  relating to or in any way affecting  the Company or its  Subsidiaries
that violate or could  reasonably be expected to violate any  Environmental  Law
after the Closing Date or that could  reasonably be expected to give rise to any
environmental  liability,  or  otherwise  form the basis of any  claim,  action,
demand,  suit,  proceeding,  hearing,  study  or  investigation  (i)  under  any
Environmental  Law, or (ii) based on or related to the manufacture,  processing,
distribution,  use, treatment, storage (including without limitation underground
storage tanks),  disposal,  transport or handling,  or the emission,  discharge,
release or threatened release of any hazardous substance.

     SECTION 5.19.  MATERIAL  AGREEMENTS.  Except as set forth in the Commission
Documents,  neither the Company nor any  Subsidiary of the Company is a party to
any written or oral contract, instrument, agreement commitment, obligation, plan
or  arrangement,  a copy of  which  would  be  required  to be  filed  with  the

                                       19
<PAGE>
Commission  as an  exhibit  to an  annual  report  on Form  10-K  (collectively,
"MATERIAL  AGREEMENTS").  Except as set forth in the Commission  Documents,  the
Company and each of its Subsidiaries have performed in all material respects all
the  obligations  then  required  to be  performed  by them  under the  Material
Agreements,  have  received  no notice of  default or an event of default by the
Company or any of its Subsidiaries thereunder and are not aware of any basis for
the assertion  thereof,  and neither the Company or any of its Subsidiaries nor,
to the  Knowledge of the Company,  any other  contracting  party  thereto are in
default under any Material  Agreement  now in effect,  the result of which would
have a Material Adverse Effect. Except as set forth in the Commission Documents,
each of the Material  Agreements is in full force and effect,  and constitutes a
legal,  valid and binding  obligation  enforceable in accordance  with its terms
against the Company and/or any of its Subsidiaries  and, to the Knowledge of the
Company, each other contracting party thereto, except as such enforceability may
be limited by applicable  bankruptcy,  insolvency,  reorganization,  moratorium,
liquidation,  conservatorship,  receivership  or similar  laws  relating  to, or
affecting  generally the  enforcement of,  creditor's  rights and remedies or by
other equitable principles of general application.

     SECTION  5.20.  TRANSACTIONS  WITH  AFFILIATES.  Except as set forth in the
Commission Documents, there are no loans, leases, agreements, contracts, royalty
agreements,  management  contracts,  service  arrangements  or other  continuing
transactions  exceeding  $120,000 between (a) the Company or any Subsidiary,  on
the one hand,  and (b) any person or entity who would be covered by Item  404(a)
of  Regulation  S-K, on the other hand.  Except as disclosed  in the  Commission
Documents,  there are no outstanding  amounts payable to or receivable  from, or
advances by the Company or any of its  Subsidiaries  to, and neither the Company
nor any of its  Subsidiaries  is  otherwise  a  creditor  of or debtor  to,  any
beneficial  owner of more than 5% of the outstanding  shares of Common Stock, or
any director,  employee or affiliate of the Company or any of its  Subsidiaries,
other than (i) reimbursement  for reasonable  expenses incurred on behalf of the
Company or any of its  Subsidiaries  or (ii) as part of the normal and customary
terms of such  person's  employment or service as a director with the Company or
any of its Subsidiaries.

     SECTION  5.21.  EMPLOYEES.  Neither the Company nor any  Subsidiary  of the
Company has any collective bargaining arrangements or agreements covering any of
its  employees,  except  as set  forth in the  Commission  Documents.  Except as
disclosed in the Commission Documents, no officer, consultant or key employee of
the Company or any Subsidiary whose termination,  either  individually or in the
aggregate,  would reasonably be expected to have a Material Adverse Effect,  has
terminated  or, to the  Knowledge of the Company,  has any present  intention of
terminating  his or  her  employment  or  engagement  with  the  Company  or any
Subsidiary.

     SECTION  5.22.  USE OF PROCEEDS.  The proceeds  from the sale of the Shares
shall be used by the Company and its Subsidiaries as set forth in the Prospectus
and any  Prospectus  Supplement  filed pursuant to Section 2.3 of this Agreement
and pursuant to the Registration Rights Agreement.

                                       20
<PAGE>
     SECTION 5.23.  INVESTMENT  COMPANY ACT STATUS. The Company is not, and as a
result of the consummation of the  transactions  contemplated by the Transaction
Documents and the application of the proceeds from the sale of the Shares as set
forth in the Prospectus and any Prospectus  Supplement  shall not be required to
be  registered  as, an  "investment  company"  or a company  "controlled"  by an
"investment  company," within the meaning of the Investment Company Act of 1940,
as amended.

     SECTION  5.24.   ERISA.  No  liability  to  the  Pension  Benefit  Guaranty
Corporation  has been incurred with respect to any Plan by the Company or any of
its  Subsidiaries  which has had or would have a  Material  Adverse  Effect.  No
"prohibited  transaction" (as defined in Section 406 of ERISA or Section 4975 of
the Code) or  "accumulated  funding  deficiency"  (as  defined in Section 302 of
ERISA) or any of the events set forth in Section  4043(b) of ERISA has  occurred
with respect to any Plan which has had or would have a Material  Adverse Effect,
and the  execution  and delivery of this  Agreement and the issuance and sale of
the Securities  hereunder shall not result in any of the foregoing events.  Each
Plan is in compliance in all material  respects with applicable  law,  including
ERISA and the Code;  the Company has not  incurred  and does not expect to incur
liability  under  Title IV of ERISA  with  respect  to the  termination  of,  or
withdrawal  from,  any Plan;  and each Plan for which the Company would have any
liability  that is intended to be qualified  under Section 401(a) of the Code is
so  qualified  in all material  respects  and nothing has  occurred,  whether by
action or failure to act, which would cause the loss of such qualifications.  As
used in this  Section  5.24,  the term "PLAN"  shall mean an  "employee  pension
benefit  plan"  (as  defined  in  Section  3 of  ERISA)  which  is or  has  been
established or maintained,  or to which  contributions are or have been made, by
the  Company  or any  Subsidiary  or by any trade or  business,  whether  or not
incorporated,  which,  together  with the  Company or any  Subsidiary,  is under
common control, as described in Section 414(b) or (c) of the Code.

     SECTION 5.25. TAXES. The Company and each of its Subsidiaries (i) has filed
all necessary federal, state and foreign income and franchise tax returns or has
duly requested extensions thereof, except for those the failure of which to file
would not have a Material  Adverse  Effect,  (ii) has paid all  federal,  state,
local and foreign  taxes due and  payable for which it is liable,  except to the
extent that any such taxes are being  contested in good faith and by appropriate
proceedings,  except for such taxes the failure of which to pay would not have a
Material  Adverse  Effect,  and (iii) does not have any tax deficiency or claims
outstanding  or assessed or, to the  Company's  Knowledge,  proposed  against it
which would have a Material  Adverse  Effect.  There are no unpaid  taxes in any
material amount claimed to be due by the taxing  authority of any  jurisdiction,
and the  officers of the Company and its  Subsidiaries  know of no basis for any
such  claim.  The  Company is not  operated  in such a manner as to qualify as a
passive foreign investment company, as defined in Section 1297 of the Code.

     SECTION 5.26.  INSURANCE.  The Company and its  Subsidiaries are insured by
insurers of recognized  financial  responsibility  against such losses and risks

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<PAGE>
and in such  amounts as  management  of the  Company  believes to be prudent and
customary  in the  businesses  in which the  Company  and its  Subsidiaries  are
engaged.  Neither  the  Company  nor any such  Subsidiary  has been  refused any
insurance  coverage  sought or applied for, and neither the Company nor any such
Subsidiary  has any  reason  to  believe  that it will be  unable  to renew  its
existing  insurance  coverage  as and when such  coverage  expires  or to obtain
similar  coverage  from  similar  insurers as may be  necessary  to continue its
business at a cost that would not have a Material Adverse Effect.

     SECTION 5.27. U.S. REAL PROPERTY HOLDING  CORPORATION.  Neither the Company
nor any of its  Subsidiaries  is,  or has ever  been,  and so long as any of the
Securities are held by the Investor,  shall become a U.S. real property  holding
corporation within the meaning of Section 897 of the Code.

     SECTION 5.28. EXEMPTION FROM REGISTRATION; VALID ISSUANCES. Subject to, and
in reliance on, the representations, warranties and covenants made herein by the
Investor,  the offer and sale of the Securities in accordance with the terms and
conditions of this Agreement is exempt from the registration requirements of the
Securities  Act  pursuant  to  Section  4(a)(2)  and Rule 506 of  Regulation  D;
provided,  however, that at the request of and with the express agreement of the
Investor,  the Shares and the Additional  Commitment Shares will be delivered to
the  Investor  via book  entry  through  DTC and will  not bear  legends  noting
restrictions as to resale of such securities  under federal or state  securities
laws,  nor will any such  securities be subject to stop  transfer  instructions.
Neither  the offer or sale of the  Securities  pursuant  to,  nor the  Company's
performance of its obligations under, the Transaction Documents to which it is a
party shall (i) result in the  creation  or  imposition  of any liens,  charges,
claims or other encumbrances upon the Securities, or (ii) entitle the holders of
any  outstanding  shares of capital  stock of the Company to preemptive or other
rights to subscribe to or acquire the shares of Common Stock or other securities
of the Company.

     SECTION 5.29. NO GENERAL SOLICITATION OR ADVERTISING.  Neither the Company,
nor any of its Subsidiaries or Affiliates, nor any Person acting on its or their
behalf, has engaged in any form of general  solicitation or general  advertising
(within the meaning of Regulation D) in connection with the offer or sale of the
Securities.

     SECTION 5.30. NO INTEGRATED OFFERING. None of the Company, its Subsidiaries
or any of their Affiliates,  nor any Person acting on their behalf has, directly
or indirectly,  made any offers or sales of any security or solicited any offers
to buy any security,  under circumstances that would require registration of the
issuance of any of the Securities  under the  Securities  Act,  whether  through
integration  with prior  offerings or  otherwise,  or cause this offering of the
Securities  to  require  approval  of  stockholders  of the  Company  under  any
applicable stockholder approval provisions, including, without limitation, under
the rules and  regulations  of the  Trading  Market.  None of the  Company,  its
Subsidiaries,  their  Affiliates nor any Person acting on their behalf will take
any action or steps  referred to in the  preceding  sentence  that would require
registration  of the issuance of any of the Securities  under the Securities Act
or cause the  offering  of any of the  Securities  to be  integrated  with other
offerings.

     SECTION 5.31.  DILUTIVE EFFECT.  The Company is aware and acknowledges that
issuance of the  Securities  could cause dilution to existing  stockholders  and
could  significantly  increase the outstanding number of shares of Common Stock.

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<PAGE>
The Company further acknowledges that its obligation to issue Shares pursuant to
the terms of a Draw Down in  accordance  with this  Agreement  is, in each case,
absolute and unconditional  regardless of the dilutive effect that such issuance
may have on the ownership interests of other stockholders of the Company.

     SECTION  5.32.  MANIPULATION  OF PRICE.  Neither the Company nor any of its
officers,  directors or Affiliates has, and, to the Knowledge of the Company, no
Person acting on their behalf has, (i) taken, directly or indirectly, any action
designed or intended to cause or to result in the  stabilization or manipulation
of the price of any security of the Company,  or which caused or resulted in, or
which  would in the future  reasonably  be  expected  to cause or result in, the
stabilization  or manipulation  of the price of any security of the Company,  in
each case to  facilitate  the sale or resale of any of the  Securities,  or (ii)
sold, bid for, purchased,  or paid any compensation for soliciting purchases of,
any of the Securities, other than, in the case of clause (ii), compensation paid
to Garden State in connection  with the placement of the Securities  pursuant to
the  Placement  Agent  Engagement  Letter.  Neither  the  Company nor any of its
officers,  directors or Affiliates will during the term of this Agreement,  and,
to the  Knowledge of the Company,  no Person  acting on their behalf will during
the  term  of  this  Agreement,  take  any of  the  actions  referred  to in the
immediately  preceding  sentence,  other  than,  in the  case  of  clause  (ii),
compensation  paid to  Garden  State in  connection  with the  placement  of the
Securities pursuant to the Placement Agent Engagement Letter.

     SECTION  5.33.  SECURITIES  ACT.  The Company has complied and shall comply
with all applicable  federal and state  securities  laws in connection  with the
offer,  issuance  and  sale  of the  Securities  hereunder,  including,  without
limitation,  the applicable requirements of the Securities Act. The Registration
Statement,  upon  filing  with the  Commission  and at the  time it is  declared
effective  by the  Commission,  shall  satisfy  all of the  requirements  of the
Securities  Act to  register  the resale of the  Registrable  Securities  by the
Investor in accordance with the  Registration  Rights  Agreement on a delayed or
continuous  basis  under Rule 415 under the  Securities  Act at  then-prevailing
market prices,  and not fixed prices. The Company is not, and has not previously
been at any time, an issuer identified in, or subject to, Rule 144(i).

     SECTION 5.34. LISTING AND MAINTENANCE  REQUIREMENTS;  DTC ELIGIBILITY.  The
Company's  Common Stock is registered  pursuant to Section 12(b) or 12(g) of the
Exchange  Act, and the Company has taken no action  designed to, or which to its
Knowledge is likely to have the effect of,  terminating the  registration of the
Common  Stock  under  the  Exchange  Act,  nor  has  the  Company  received  any
notification that the Commission is contemplating terminating such registration.
The Company  has not, in the 12 months  preceding  the  Closing  Date,  received
notice from any Trading  Market on which the Common  Stock is or has been listed
or quoted to the effect that the Company is not in  compliance  with the listing
or maintenance  requirements of such Trading Market. As of the Closing Date, the
Company is in compliance with all such listing and maintenance requirements. The
Common Stock may be issued and transferred  electronically  to third parties via
DTC through its  Deposit/Withdrawal  at Custodian (DWAC) system. The Company has
not received  notice from DTC to the effect that a suspension of, or restriction
on, accepting  additional  deposits of the Common Stock,  electronic  trading or
book-entry  services by DTC with respect to the Common Stock is being imposed or
is contemplated.

                                       23
<PAGE>
     SECTION  5.35.  APPLICATION  OF TAKEOVER  PROTECTIONS.  The Company and its
Board of Directors have taken all necessary  action,  if any, in order to render
inapplicable any control share acquisition,  business  combination,  poison pill
(including  any  distribution   under  a  rights  agreement)  or  other  similar
anti-takeover  provision under the Company's Charter or the laws of its state of
incorporation  that is or could become applicable to the Investor as a result of
the  Investor  and  the  Company  fulfilling  their  respective  obligations  or
exercising  their  respective   rights  under  the  Transaction   Documents  (as
applicable),  including,  without  limitation,  as a  result  of  the  Company's
issuance of the Securities and the Investor's ownership of the Securities.

     SECTION 5.36.  FOREIGN  CORRUPT  PRACTICES  ACT.  None of the Company,  any
Subsidiary or, to the Knowledge of the Company,  any director,  officer,  agent,
employee,  affiliate or other  Person  acting on behalf of the Company or any of
its Subsidiaries,  is aware of or has taken any action,  directly or indirectly,
that  would  result  in a  violation  by such  Persons  of the  Foreign  Corrupt
Practices  Act of 1977,  as amended,  and the rules and  regulations  thereunder
(collectively,  the "FCPA"),  including,  without limitation,  making use of the
mails or any  means or  instrumentality  of  interstate  commerce  corruptly  in
furtherance of an offer, payment, promise to pay or authorization of the payment
of any money, or other property,  gift, promise to give, or authorization of the
giving of anything of value to any "foreign  official"  (as such term is defined
in the FCPA) or any foreign political party or official thereof or any candidate
for foreign  political office, in contravention of the FCPA. The Company and the
Subsidiaries  have conducted their respective  businesses in compliance with the
FCPA and have  instituted  and  maintain  policies  and  procedures  designed to
ensure,  and which are  reasonably  expected to  continue  to ensure,  continued
compliance therewith.

     SECTION 5.37.  MONEY LAUNDERING LAWS. The operations of the Company and its
Subsidiaries  are and  have  been  conducted  at all  times in  compliance  with
applicable  financial  recordkeeping and reporting  requirements of the Currency
and Foreign Transactions Reporting Act of 1970, as amended, the money laundering
statutes of all  jurisdictions,  the rules and  regulations  thereunder  and any
related or similar rules,  regulations or guidelines,  issued,  administered  or
enforced by any governmental agency (collectively,  the "MONEY LAUNDERING LAWS")
and no action, suit or proceeding by or before any court or governmental agency,
authority  or  body  or  any  arbitrator  involving  the  Company  or any of its
Subsidiaries  with  respect to the Money  Laundering  Laws is pending or, to the
Knowledge of the Company, threatened.

     SECTION  5.38.  OFAC.  None  of the  Company,  any  Subsidiary  or,  to the
Knowledge of the Company, any director,  officer, agent, employee,  affiliate or
Person acting on behalf of the Company or any of its  Subsidiaries  is currently
subject to any U.S.  sanctions  administered  by the  Office of  Foreign  Assets
Control of the U.S.  Treasury  Department  ("OFAC");  and the  Company  will not
directly or indirectly use the proceeds of the offering,  or lend, contribute or
otherwise make available such proceeds to any subsidiary,  joint venture partner
or other  Person,  for the purpose of  financing  the  activities  of any Person
currently subject to any U.S. sanctions administered by OFAC.

     SECTION 5.39. NO DISQUALIFICATION  EVENTS. None of the Company,  any of its
predecessors,  any affiliated  issuer, any director,  executive  officer,  other
officer of the Company participating in the offering contemplated hereby, any

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<PAGE>
beneficial  owner  of 20% or more of the  Company's  outstanding  voting  equity
securities,  calculated on the basis of voting power,  nor any promoter (as that
term is defined in Rule 405 under the Securities Act) connected with the Company
in any  capacity  at the time of sale  (each,  an "ISSUER  COVERED  PERSON")  is
subject  to  any  of  the  "Bad  Actor"  disqualifications   described  in  Rule
506(d)(1)(i)  to (viii) under the Securities Act (a  "DISQUALIFICATION  EVENT"),
except for a  Disqualification  Event covered by Rule  506(d)(2) or (d)(3) under
the  Securities  Act.  The Company has  exercised  reasonable  care to determine
whether any Issuer Covered Person is subject to a Disqualification Event.

     SECTION 5.40. MINERAL RESOURCE  PROPERTIES AND SURFACE RIGHTS. All material
interests in mineral resource  properties and surface rights for exploration and
exploitation,  as applicable,  overlying those properties of the Company and its
Subsidiaries are described in all material respects in the Commission  Documents
and, except as set forth in the Commission  Documents,  are owned or held by the
Company or such  Subsidiaries  as owner  thereof  with good  title,  are in good
standing, and are valid and enforceable and free and clear of any liens, charges
or encumbrances  and no royalty is payable in respect of any of them.  Except as
set forth in the Commission  Documents,  no other material  property  rights are
necessary  for the conduct of the Company's or its  Subsidiaries'  businesses as
they are currently being  conducted,  and there are no material  restrictions on
the ability of the Company or its  Subsidiaries to use or otherwise  exploit any
such property rights,  and the Company does not know of any claim or basis for a
claim that may adversely affect such rights in any material respect.

     SECTION  5.41.  ROYALTIES  AND  COMMISSIONS.  Except  as set  forth  in the
Commission  Documents,  neither the Company nor any of its  Subsidiaries has any
responsibility  or  obligation  to pay or have paid on their behalf any material
commission,  royalty or similar  payment  to any  person  with  respect to their
property rights.

     SECTION  5.42.   ACKNOWLEDGEMENT   REGARDING   INVESTOR'S   ACQUISITION  OF
SECURITIES.  The Company  acknowledges  and agrees  that the  Investor is acting
solely  in the  capacity  of an arm's  length  purchaser  with  respect  to this
Agreement and the transactions  contemplated by the Transaction  Documents.  The
Company  further  acknowledges  that the  Investor  is not acting as a financial
advisor or fiduciary of the Company (or in any similar capacity) with respect to
this Agreement and the transactions  contemplated by the Transaction  Documents,
and any advice given by the Investor or any of its  representatives or agents in
connection  therewith is merely incidental to the Investor's  acquisition of the
Securities.  The Company  further  represents to the Investor that the Company's
decision to enter into the Transaction Documents to which it is a party has been
based solely on the  independent  evaluation  of the  transactions  contemplated
thereby by the Company and its  representatives.  The Company  acknowledges  and
agrees that the Investor has not made and does not make any  representations  or
warranties  with respect to the  transactions  contemplated  by the  Transaction
Documents  other  than  those  specifically  set  forth  in  Article  IV of this
Agreement.

                                       25
<PAGE>
                                   ARTICLE VI
                              ADDITIONAL COVENANTS

     The Company  covenants with the Investor,  and the Investor  covenants with
the Company, as follows, which covenants of one party are for the benefit of the
other party, during the Investment Period:

     SECTION 6.1. SECURITIES COMPLIANCE. The Company shall notify the Commission
and  the  Trading  Market,  if and  as  applicable,  in  accordance  with  their
respective  rules  and  regulations,  of the  transactions  contemplated  by the
Transaction  Documents,  and shall  take all  necessary  action,  undertake  all
proceedings and obtain all  registrations,  permits,  consents and approvals for
the legal and valid  issuance of the  Securities  to the Investor in  accordance
with the terms of the Transaction Documents, as applicable.

     SECTION 6.2. RESERVATION OF COMMON STOCK. The Company has available and the
Company shall reserve and keep  available at all times,  free of preemptive  and
other  similar  rights  of  stockholders,  the  requisite  aggregate  number  of
authorized  but unissued  shares of Common Stock to enable the Company to timely
effect the issuance, sale and delivery in full to the Investor of all Securities
to be issued  and  delivered  under  this  Agreement,  in any case  prior to the
issuance  to the  Investor  of such  Securities.  The number of shares of Common
Stock so reserved  from time to time,  as  theretofore  increased  or reduced as
hereinafter  provided,  may be reduced  by the number of shares of Common  Stock
actually delivered pursuant to this Agreement.

     SECTION 6.3.  REGISTRATION  AND LISTING.  The Company shall take all action
necessary to cause the Common Stock to continue to be  registered  as a class of
securities  under Sections 12(b) or 12(g) of the Exchange Act, shall comply with
its reporting and filing  obligations under the Exchange Act, and shall not take
any action or file any document  (whether or not permitted by the Securities Act
or the Exchange Act) to terminate or suspend such  registration  or to terminate
or suspend  its  reporting  and filing  obligations  under the  Exchange  Act or
Securities Act, except as permitted herein. The Company shall use its reasonable
best  efforts to continue  the  listing and trading of its Common  Stock and the
listing of the Securities purchased or acquired by the Investor hereunder on the
Trading  Market and to comply  with the  Company's  reporting,  filing and other
obligations under the bylaws, listed securities  maintenance standards and other
rules and  regulations  of the Trading  Market.  The Company  shall not take any
action  which  could be  reasonably  expected  to  result  in the  delisting  or
suspension of the Common Stock on the Trading  Market.  If the Company  receives
any final and non-appealable  notice that the listing or quotation of the Common
Stock on the Trading  Market shall be terminated on a date certain,  the Company
shall  promptly  (and in any case within 48 hours)  notify the  Investor of such
fact in writing and shall use its  reasonable  best  efforts to cause the Common
Stock to be  listed  or  quoted on  another  Trading  Market  prior to such date
certain.

     SECTION 6.4. COMPLIANCE WITH LAWS.

     (i) The Company shall comply, and cause each Subsidiary to comply, (a) with
all  laws,  rules,  regulations  and  orders  applicable  to  the  business  and
operations  of the  Company  and its  Subsidiaries,  except  as would not have a
Material Adverse Effect and (b) with all applicable provisions of the Securities
Act and the Exchange Act and the rules and  regulations  of the Trading  Market.
Without   limiting  the  foregoing,   neither  the  Company,   nor  any  of  its

                                       26
<PAGE>
Subsidiaries,  nor to the  Knowledge  of the  Company,  any of their  respective
directors,  officers,  agents,  employees or any other  Persons  acting on their
behalf  shall,  in  connection  with  the  operation  of the  Company's  and its
Subsidiaries'  respective  businesses,  (1) use any corporate funds for unlawful
contributions,  payments,  gifts  or  entertainment  or  to  make  any  unlawful
expenditures relating to political activity to government officials,  candidates
or members of political parties or organizations, (2) pay, accept or receive any
unlawful  contributions,  payments,  expenditures  or gifts,  or (3)  violate or
operate in noncompliance with any export restrictions, anti-boycott regulations,
embargo   regulations  or  other   applicable   domestic  or  foreign  laws  and
regulations,  including,  without limitation,  the FCPA and the Money Laundering
Laws.

     (ii) The Investor shall comply with all laws, rules, regulations and orders
applicable to the performance by it of its obligations  under this Agreement and
its investment in the  Securities,  except as would not,  individually or in the
aggregate,  prohibit or otherwise  interfere with the ability of the Investor to
enter into and perform its  obligations  under this  Agreement  in any  material
respect.  Without  limiting the  foregoing,  the Investor  shall comply with all
applicable  provisions of the  Securities  Act and the Exchange  Act,  including
Regulation M  thereunder,  and any  applicable  securities  laws of any non-U.S.
jurisdictions.

     SECTION 6.5. KEEPING OF RECORDS AND BOOKS OF ACCOUNT; DUE DILIGENCE.

     (i) The  Company  shall keep and cause  each  Subsidiary  to keep  adequate
records  and  books of  account,  in  which  complete  entries  shall be made in
accordance with GAAP consistently applied, reflecting all financial transactions
of the Company and its  Subsidiaries,  and in which,  for each fiscal year,  all
proper reserves for depreciation, depletion, obsolescence,  amortization, taxes,
bad debts and other purposes in connection  with its business shall be made. The
Company shall maintain a system of internal accounting controls that (a) pertain
to the  maintenance of records that in reasonable  detail  accurately and fairly
reflect the  transactions  and  dispositions  of the assets of the Company;  (b)
provide  reasonable  assurance  that  transactions  are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting  principles,  and that receipts and  expenditures  of the Company are
being made only in accordance with authorizations of management and directors of
the Company; and (c) provide reasonable assurance regarding prevention or timely
detection of  unauthorized  acquisition,  use or  disposition  of the  Company's
assets that could have a material effect on the Company's  financial  statements
(it being  acknowledged and agreed that the identification by the Company and/or
its  independent   registered   public   accounting  firm  of  any  "significant
deficiencies"  or "material  weaknesses"  (each as defined by the Public Company
Accounting  Oversight  Board)  in  the  Company's  internal  controls  over  its
financial  reporting  shall not, in and of itself,  constitute  a breach of this
Section 6.5(i)).

     (ii) Subject to the  requirements of Section 6.16 of this  Agreement,  from
time to time from and after the Closing Date,  the Company shall make  available
for inspection and review by the Investor during normal business hours and after
reasonable notice,  customary documentation reasonably requested by the Investor
and/or its  appointed  counsel or advisors to conduct due  diligence;  provided,
however,  that after the Closing Date,  the  Investor's  continued due diligence
shall  not be a  condition  to the  issuance  of any  Draw  Down  Notice  or the
settlement of any Draw Down.

     SECTION 6.6.  LIMITATIONS ON HOLDINGS AND ISSUANCES.  The Company shall not
issue and the Investor shall not purchase any shares of Common Stock which would
cause the aggregate number of shares of Common Stock then beneficially owned (as
calculated  pursuant  to  Section  13(d)  of the  Exchange  Act and  Rule  13d-3

                                       27
<PAGE>
promulgated  thereunder)  by the  Investor  and its  Affiliates  to  exceed  the
Ownership  Limitation.  Promptly  following  any  request  by the  Company,  the
Investor  shall  inform the Company of the number of shares of Common Stock then
beneficially owned by the Investor and its Affiliates.

     SECTION 6.7. OTHER AGREEMENTS AND ALTERNATE TRANSACTIONS.

     (i) The  Company  shall  not  enter  into,  announce  or  recommend  to its
stockholders any agreement,  plan, arrangement or transaction in or of which the
terms  thereof would  restrict,  materially  delay,  conflict with or impair the
ability or right of the Company to perform its obligations under the Transaction
Documents to which it is a party, including,  without limitation, the obligation
of the Company to deliver (i) the Initial  Commitment Shares to the Investor not
later  than 4:00 p.m.  (New York  time) on the second  Trading  Day  immediately
following the Closing Date, (ii) the Shares to the Investor in respect of a Draw
Down on the  applicable  Settlement  Date and  (iii) the  Additional  Commitment
Shares in accordance  with Section 10.1. For the avoidance of doubt,  nothing in
this Section 6.7(i) shall in any way limit the Company's right to terminate this
Agreement in accordance with Section 8.1 (subject in all cases to Section 8.3).

     (ii) If the  Company  enters  into  any  agreement,  plan,  arrangement  or
transaction with a third party or seeks to utilize any existing agreement,  plan
or arrangement  with a third party, in each case the principal  purpose of which
is to  implement,  effect  or  consummate,  at any time  during  (x) the  period
beginning on the 10th Trading Day immediately preceding the applicable Draw Down
Exercise  Date on which the Company  has  delivered a Fixed Draw Down Notice and
ending on the second Trading Day next following the applicable  Settlement  Date
therefor or (y) the period  beginning on the applicable  Draw Down Exercise Date
on which the Company has  delivered a Regular Draw Down Notice and ending on the
second Trading Day next following the applicable  Settlement Date therefor (such
periods referred to in clause (x) and (y), a "REFERENCE  PERIOD"),  an Alternate
Transaction  that does not  constitute  an Acceptable  Transaction,  the Company
shall provide prompt notice thereof (an "ALTERNATE  TRANSACTION  NOTICE") to the
Investor;  provided,  however,  that (1) any such Alternate  Transaction  Notice
relating to an Alternate Transaction not constituting an Acceptable  Transaction
to be implemented, effected or consummated during a Reference Period referred to
in clause (x) of this  sentence  must be received by the Investor not later than
the  applicable  Draw Down  Exercise Date on which the Company has delivered the
applicable Fixed Draw Down Notice, and (2) any such Alternate Transaction Notice
relating to an Alternate Transaction not constituting an Acceptable  Transaction
to be implemented, effected or consummated during a Reference Period referred to
in clause (y) of this  sentence  must be received by the Investor not later than
the  earlier of (a) 48 hours after the  Company's  execution  of any  agreement,
plan,  arrangement or transaction  relating to such Alternate  Transaction  (or,
with respect to any existing agreement, plan or arrangement,  48 hours after the
Company  has  determined  to  utilize  any  such  existing  agreement,  plan  or
arrangement to implement, effect or consummate such Other Financing) and (b) the
second Trading Day  immediately  preceding the applicable  Settlement  Date with
respect to the applicable Regular Draw Down Notice. If required under applicable
law, including, without limitation, Regulation FD promulgated by the Commission,
or under the applicable rules and regulations of the Trading Market, the Company
shall simultaneously publicly disclose the information included in any Alternate
Transaction Notice in accordance with Regulation FD and the applicable rules and
regulations of the Trading  Market.  For purposes of this Section  6.7(ii),  any
press  release  issued by, or  Commission  Document  filed by, the Company shall
constitute  sufficient notice,  provided that it is issued or filed, as the case
may be, within the time requirements set forth in the first sentence  (including
the  provisos  thereto) of this  Section  6.7(ii) for an  Alternate  Transaction
Notice.  With respect to any Reference  Period for which the Company is required
to provide an Alternate  Transaction  Notice  pursuant to the first  sentence of
this Section  6.7(ii),  the Investor  shall  purchase the Shares  subject to the
applicable  Draw Down at the lower of (x) the price therefor in accordance  with
the terms of this  Agreement or (y) the third party's per share  purchase  price
(or exercise or conversion  price,  as the case may be) in  connection  with the
Alternate  Transaction,  net of such third party's discounts,  Warrant Value and
fees.

                                       28
<PAGE>
     (iii) For all purposes of this Agreement,  an "ALTERNATE TRANSACTION" shall
mean (w) the  issuance of Common  Stock for a purchase  price less than,  or the
issuance of securities  convertible  into or exchangeable for Common Stock at an
exercise or  conversion  price (as the case may be) less than,  the then Current
Market Price of the Common Stock (including, without limitation, pursuant to any
"equity line" or other financing that is substantially  similar to the financing
provided for under this Agreement, or pursuant to any other transaction in which
the purchase,  conversion or exchange  price for such Common Stock is determined
using a floating discount or other post-issuance adjustable discount to the then
Current Market Price (any such  transaction,  a "SIMILAR  FINANCING")),  in each
case, after all fees, discounts,  Warrant Value and commissions  associated with
the transaction (a "BELOW MARKET OFFERING");  (x) an "at-the-market" offering of
Common Stock or securities  convertible  into or  exchangeable  for Common Stock
pursuant  to  Rule  415(a)(4)  under  the  Securities  Act (an  "ATM");  (y) the
implementation  by the  Company of any  mechanism  in respect of any  securities
convertible  into or exchangeable for Common Stock for the reset of the purchase
price of the Common Stock to below the then  Current  Market Price of the Common
Stock (including,  without  limitation,  any antidilution or similar  adjustment
provisions  in respect of any Company  securities,  but  specifically  excluding
customary  antidilution  adjustments for stock splits,  stock  dividends,  stock
combinations, recapitalizations, reclassifications and similar events) (a "PRICE
RESET PROVISION"); or (z) the issuance of options, warrants or similar rights of
subscription or the issuance of convertible  equity or debt securities,  in each
case not  constituting  an  Acceptable  Transaction.  For all  purposes  of this
Agreement,  an "ACCEPTABLE  TRANSACTION"  shall mean the issuance by the Company
of:  (1) debt  securities  or any  class or  series  of  preferred  stock of the
Company,  in each case that are not convertible  into or exchangeable for Common
Stock or securities  convertible  into or  exchangeable  for Common  Stock;  (2)
shares of Common Stock or securities convertible into or exchangeable for Common
Stock other than in connection  with a Below Market  Offering or an ATM, and the
issuance  of shares of Common  Stock upon the  conversion,  exercise or exchange
thereof;  (3)  shares  of  Common  Stock  or  securities   convertible  into  or
exchangeable for Common Stock in connection with an underwritten public offering
of equity  securities of the Company or a registered  direct public  offering of
equity securities of the Company, in each case where the price per share of such
Common  Stock  (or the  conversion  or  exercise  price of such  securities,  as
applicable) is fixed concurrently with the execution of definitive documentation
relating to such  offering,  and the issuance of shares of Common Stock upon the
conversion,  exercise  or  exchange  thereof;  (4)  shares  of  Common  Stock or
securities  convertible into or exchangeable for Common Stock in connection with
awards  under  the  Company's  benefit  and  equity  plans and  arrangements  or
shareholder  rights plan (as  applicable),  and the issuance of shares of Common
Stock upon the conversion,  exercise or exchange  thereof;  (5) shares of Common
Stock  issuable  upon the  conversion,  exercise or exchange of equity awards or
convertible,  exercisable  or  exchangeable  securities  outstanding  as of  the
Closing Date; (6) shares of Common Stock in connection with stock splits,  stock
dividends, stock combinations, recapitalizations,  reclassifications and similar
events; (7) shares of Common Stock or securities convertible into or exercisable
or  exchangeable  for Common Stock issued in  connection  with the  acquisition,
license or sale of one or more other companies, equipment,  technologies,  other
assets or lines of business, and the issuance of shares of Common Stock upon the
conversion,  exercise  or  exchange  thereof;  (8)  shares  of  Common  Stock or
securities  convertible  into or exercisable or exchangeable for Common Stock or
similar  rights to  subscribe  for the  purchase  of  shares of Common  Stock in
connection  with  technology  sharing,  collaboration,   partnering,  licensing,
research and joint  development  agreements (or  amendments  thereto) with third
parties,  and the  issuance  of  shares  of Common  Stock  upon the  conversion,

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<PAGE>
exercise  or  exchange  thereof;  (9)  shares  of  Common  Stock  or  securities
convertible  into or  exchangeable  for Common Stock to  employees,  consultants
and/or advisors as consideration  for services  rendered or to be rendered,  and
the issuance of shares of Common Stock upon the conversion, exercise or exchange
thereof;  and (10)  shares of Common  Stock or  securities  convertible  into or
exchangeable  for Common  Stock issued in  connection  with capital or equipment
financings and/or real property lease  arrangements,  and the issuance of shares
of Common Stock upon the conversion, exercise or exchange thereof.

     SECTION  6.8.  CORPORATE  EXISTENCE.  The  Company  shall  take  all  steps
necessary  to preserve  and  continue  the  corporate  existence of the Company;
provided,  however,  that,  except as provided in Section  6.9,  nothing in this
Agreement  shall  be  deemed  to  prohibit  the  Company  from  engaging  in any
Fundamental Transaction with another Person. For the avoidance of doubt, nothing
in this Section 6.8 shall in any way limit the Company's right to terminate this
Agreement in accordance with Section 8.1 (subject in all cases to Section 8.3).

     SECTION  6.9.  FUNDAMENTAL  TRANSACTION.  If a Draw  Down  Notice  has been
delivered to the Investor and the transactions contemplated therein have not yet
been  fully  settled  in  accordance  with  the  terms  and  conditions  of this
Agreement,  the Company shall not effect any Fundamental  Transaction  until the
expiration of five Trading Days  following the  Settlement  Date with respect to
such Draw Down Notice.

     SECTION 6.10. DELIVERY OF REGISTRATION STATEMENT AND PROSPECTUS; SUBSEQUENT
CHANGES. In accordance with the Registration Rights Agreement, the Company shall
deliver or make available to the Investor and its counsel,  without  charge,  an
electronic copy of the Registration Statement, the Prospectus and all amendments
and supplements to the Registration  Statement or Prospectus that are filed with
the Commission during any period in which a Prospectus (or in lieu thereof,  the
notice  referred to in Rule 173(a) under the Securities  Act) is required by the
Securities  Act to be delivered in  connection  with resales of the  Registrable
Securities,  in each case as soon as  reasonably  practicable  after the  filing
thereof with the Commission. The Company shall provide the Investor a reasonable
opportunity  to  comment  on a draft of each such  document  and shall  give due
consideration  to all such  comments.  The  Company  consents  to the use of the
Prospectus  (and of any Prospectus  Supplement  thereto) in accordance  with the
provisions of the  Securities  Act and with the securities or "Blue Sky" laws of
the  jurisdictions  in  which  the  Registrable  Securities  may be  sold by the
Investor,  in connection with the resale of the  Registrable  Securities and for
such period of time thereafter as the Prospectus (or in lieu thereof, the notice
referred  to in  Rule  173(a)  under  the  Securities  Act) is  required  by the
Securities  Act to be delivered in  connection  with resales of the  Registrable
Securities.  If during  such  period of time any event  shall  occur that in the
reasonable  judgment  of the Company and its counsel is required to be set forth
in the Registration  Statement,  the Prospectus or any Prospectus  Supplement or
should be set forth therein in order to make the statements made therein (in the
case  of  the  Prospectus  or  any  Prospectus  Supplement,   in  light  of  the
circumstances under which they were made) not misleading,  or if it is necessary
to amend the Registration Statement or supplement or amend the Prospectus or any
Prospectus  Supplement to comply with the Securities Act or any other applicable
law or  regulation,  the  Company  shall  forthwith  (i) notify the  Investor to
suspend the resale of Registrable Securities during such period and (ii) prepare
and file  with the  Commission  an  appropriate  amendment  to the  Registration

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<PAGE>
Statement or Prospectus  Supplement to the Prospectus,  and shall  expeditiously
furnish or make available to the Investor an electronic  copy thereof,  so as to
correct such statement or omission or effect such compliance.

     SECTION  6.11.  AMENDMENTS  TO  THE  REGISTRATION   STATEMENT;   PROSPECTUS
SUPPLEMENTS.  Except as  provided  in this  Agreement  and other  than  periodic
reports required to be filed pursuant to the Exchange Act, the Company shall not
file with the  Commission  any  amendment  to the  Registration  Statement  that
relates  to  the  Investor,   the  Transaction  Documents  or  the  transactions
contemplated thereby or file with the Commission any Prospectus  Supplement that
relates  to  the  Investor,   the  Transaction  Documents  or  the  transactions
contemplated thereby with respect to which (a) the Investor shall not previously
have been advised,  or (b) the Company shall not have given due consideration to
any comments  thereon  received  from the Investor or its counsel,  unless it is
necessary  to amend the  Registration  Statement or make any  supplement  to the
Prospectus  to comply with the  Securities  Act or any other  applicable  law or
regulation, in which case the Company shall promptly so inform the Investor, the
Investor  shall be provided with a reasonable  opportunity to review and comment
upon any disclosure relating to the Investor and the Company shall expeditiously
furnish to the Investor an electronic copy thereof. In addition, for so long as,
in the  reasonable  opinion of counsel for the Investor,  the  Prospectus (or in
lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is
required to be delivered in connection with any sales of Registrable  Securities
by the Investor,  the Company shall not file any Prospectus  Supplement  without
delivering  or making  available  a copy of such  Prospectus  Supplement  to the
Investor promptly.

     SECTION 6.12. STOP ORDERS. The Company shall notify the Investor as soon as
possible (but in no event later than 24 hours), and confirm in writing, upon its
becoming  aware of the  occurrence of any of the following  events in respect of
the  Registration  Statement  or related  Prospectus  or  Prospectus  Supplement
relating to an offering of Registrable Securities: (i) receipt of any request by
the  Commission  or any other  federal or state  governmental  authority for any
additional information relating to the Registration Statement, the Prospectus or
any  Prospectus  Supplement,  or  for  any  amendment  of or  supplement  to the
Registration Statement, the Prospectus,  or any Prospectus Supplement;  (ii) the
issuance by the Commission or any other federal or state governmental  authority
of any stop order suspending the effectiveness of the Registration  Statement or
prohibiting   or  suspending  the  use  of  the  Prospectus  or  any  Prospectus
Supplement,   or  of  the   suspension  of   qualification   or  exemption  from
qualification of the Securities for offering or sale in any jurisdiction, or the
initiation or  contemplated  initiation of any proceeding for such purpose;  and
(iii) any event or the existence of any condition or state of facts, which makes
any  statement  of a  material  fact  made in the  Registration  Statement,  the
Prospectus or any Prospectus  Supplement  untrue or which requires the making of
any  additions  to or changes to the  statements  then made in the  Registration
Statement,  the  Prospectus  or any  Prospectus  Supplement  in order to state a
material fact required by the  Securities  Act to be stated therein or necessary
in order to make the statements then made therein (in the case of the Prospectus
or any Prospectus  Supplement,  in light of the  circumstances  under which they
were made) not  misleading,  or which requires an amendment to the  Registration
Statement or a supplement  to the  Prospectus  or any  Prospectus  Supplement to
comply with the  Securities  Act or any other law (other  than the  transactions
contemplated  by any Draw Down Notice and the settlement  thereof).  The Company
shall not be  required to disclose to the  Investor  the  substance  or specific

                                       31
<PAGE>
reasons  of any of the  events set forth in  clauses  (i)  through  (iii) of the
immediately  preceding sentence,  but rather, shall only be required to disclose
that the event has  occurred.  The Company  shall not issue any Draw Down during
the continuation of any of the foregoing  events.  If at any time the Commission
or any other federal or state governmental  authority shall issue any stop order
suspending the  effectiveness  of the  Registration  Statement or prohibiting or
suspending the use of the Prospectus or any Prospectus  Supplement,  the Company
shall use commercially reasonable efforts to obtain the withdrawal of such order
at the earliest possible time.

     SECTION 6.13. SELLING RESTRICTIONS.

     (i) Except as expressly set forth below,  the Investor  covenants that from
and after the Closing Date through and including the Trading Day next  following
the  expiration or termination  of this  Agreement  (the  "RESTRICTED  PERIOD"),
neither  the  Investor  nor any of its  Affiliates  nor any  entity  managed  or
controlled by the Investor  (collectively,  the "RESTRICTED PERSONS" and each of
the foregoing is referred to herein as a "RESTRICTED PERSON") shall, directly or
indirectly,  (x) engage in any Short Sales involving the Company's securities or
(y) grant  any  option to  purchase,  or  acquire  any  right to  dispose  of or
otherwise  dispose  for value of, any shares of Common  Stock or any  securities
convertible  into or exercisable or exchangeable for any shares of Common Stock,
or enter into any swap,  hedge or other similar  agreement  that  transfers,  in
whole  or in  part,  the  economic  risk  of  ownership  of  the  Common  Stock.
Notwithstanding  the  foregoing,  it is  expressly  understood  and agreed  that
nothing  contained  herein shall  (without  implication  that the contrary would
otherwise be true) prohibit any Restricted  Person during the Restricted  Period
from: (1) selling "long" (as defined under Rule 200 promulgated under Regulation
SHO) the Securities;  or (2) selling a number of shares of Common Stock equal to
the  number of Shares  that such  Restricted  Person is or may be  obligated  to
purchase under a pending Draw Down Notice but has not yet taken possession of so
long as such Restricted Person (or the  Broker-Dealer,  as applicable)  delivers
the Shares purchased  pursuant to such Draw Down Notice to the purchaser thereof
or the applicable Broker-Dealer;  provided,  however, such Restricted Person (or
the applicable Broker-Dealer, as applicable) shall not be required to so deliver
any such Shares  subject to such Draw Down  Notice if the Company  fails for any
reason to deliver such Shares to the Investor on the applicable  Settlement Date
upon the terms and subject to the provisions of this Agreement.

     (ii)  In  addition  to the  foregoing,  in  connection  with  any  sale  of
Securities  (including any sale permitted by paragraph (i) above),  the Investor
shall comply in all respects with all applicable  laws,  rules,  regulations and
orders,  including,  without limitation,  the requirements of the Securities Act
and the Exchange Act.

     SECTION  6.14.  EFFECTIVE  REGISTRATION  STATEMENT.  During the  Investment
Period,  the Company shall use its commercially  reasonable  efforts to maintain
the continuous  effectiveness of the Registration Statement under the Securities
Act.

     SECTION 6.15.  BLUE SKY. The Company shall take such action,  if any, as is
necessary in order to obtain an exemption for or to qualify the  Securities  for
issuance and sale to the Investor pursuant to the Transaction Documents,  at the
request of the Investor,  and the subsequent resale of Registrable Securities by
the Investor, in each case, under applicable state securities or "Blue Sky" laws

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<PAGE>
and shall provide evidence of any such action so taken to the Investor from time
to time following the Closing Date;  provided,  however,  that the Company shall
not be required in connection therewith or as a condition thereto to (x) qualify
to do business in any  jurisdiction  where it would not otherwise be required to
qualify but for this Section 6.15, (y) subject itself to general taxation in any
such  jurisdiction,  or (z) file a general  consent to service of process in any
such jurisdiction.

     SECTION  6.16.  NON-PUBLIC  INFORMATION.  Neither the Company or any of its
Subsidiaries,  nor any of their  respective  directors,  officers,  employees or
agents shall disclose any material  non-public  information about the Company to
the Investor,  unless a simultaneous public announcement  thereof is made by the
Company in the manner contemplated by Regulation FD. In the event of a breach of
the  foregoing  covenant  by the Company or any of its  Subsidiaries,  or any of
their respective directors, officers, employees and agents (as determined in the
reasonable good faith judgment of the Investor), (i) the Investor shall promptly
provide  written notice of such breach to the Company and (ii) after such notice
has been  provided to the Company and in addition to any other  remedy  provided
herein or in the other Transaction Documents,  the Investor shall have the right
to  make  a  public  disclosure,   in  the  form  of  a  press  release,  public
advertisement or otherwise, of such material, non-public information without the
prior  approval  by  the  Company,  any  of its  Subsidiaries,  or any of  their
respective directors,  officers,  employees or agents; provided that the Company
shall have failed to publicly  disclose such  material,  non-public  information
within 24 hours following  demand  therefor by the Investor.  The Investor shall
not have any liability to the Company, any of its Subsidiaries,  or any of their
respective directors, officers, employees,  stockholders or agents, for any such
disclosure.

     SECTION  6.17.   BROKER/DEALER.   The  Investor   shall  use  one  or  more
broker-dealers  to  effectuate  all sales,  if any,  of  Securities  that it may
purchase  or  otherwise  acquire  from the Company  pursuant to the  Transaction
Documents,  as  applicable,  which  (or  whom)  shall be  unaffiliated  with the
Investor and Garden State and not then currently  engaged or used by the Company
(collectively,  the  "BROKER-DEALER").  The Investor  shall,  from time to time,
provide the Company with all information regarding the Broker-Dealer  reasonably
requested by the Company.  The Investor shall be solely responsible for all fees
and commissions of the Broker-Dealer, which shall not exceed customary brokerage
fees and commissions.

     SECTION 6.18. DISCLOSURE SCHEDULE.

     (i) The Company may, from time to time,  update the Disclosure  Schedule as
may be  required  to satisfy  the  condition  set forth in Section  7.2(i).  For
purposes  of  this  Section  6.18,  any  disclosure  made in a  schedule  to the
Compliance  Certificate  substantially  in the form attached hereto as Exhibit D
shall be  deemed to be an update  of the  Disclosure  Schedule.  Notwithstanding
anything in this Agreement to the contrary, no update to the Disclosure Schedule
pursuant  to this  Section  6.18 shall cure any  breach of a  representation  or
warranty of the Company contained in this Agreement and made prior to the update
and shall not affect  any of the  Investor's  rights or  remedies  with  respect
thereto.

     (ii)  Notwithstanding  anything to the contrary contained in the Disclosure
Schedule or in this Agreement,  the information and disclosure  contained in any
Schedule  of the  Disclosure  Schedule  shall  be  deemed  to be  disclosed  and
incorporated  by reference in any other Schedule of the  Disclosure  Schedule as

                                       33
<PAGE>
though  fully  set  forth  in such  Schedule  for  which  applicability  of such
information  and  disclosure is readily  apparent on its face. The fact that any
item of  information  is  disclosed  in the  Disclosure  Schedule  shall  not be
construed  to mean that such  information  is required to be  disclosed  by this
Agreement. Except as expressly set forth in this Agreement, such information and
the thresholds (whether based on quantity, qualitative characterization,  dollar
amounts  or  otherwise)  set  forth  herein  shall  not be used  as a basis  for
interpreting the terms "material" or "Material  Adverse Effect" or other similar
terms in this Agreement.

                                  ARTICLE VII
              CONDITIONS TO CLOSING AND CONDITIONS TO THE SALE AND
                             PURCHASE OF THE SHARES

     SECTION 7.1. CONDITIONS PRECEDENT TO CLOSING. The Closing is subject to the
satisfaction of each of the conditions set forth in this Section 7.1.

     (i)  ACCURACY  OF  THE  INVESTOR'S   REPRESENTATIONS  AND  WARRANTIES.  The
representations  and warranties of the Investor  contained in this Agreement (a)
that  are not  qualified  by  "materiality"  shall be true  and  correct  in all
material   respects  as  of  the  Closing  Date,   except  to  the  extent  such
representations  and  warranties  are as of another  date,  in which case,  such
representations  and  warranties  shall  be true  and  correct  in all  material
respects as of such other date and (b) that are qualified by "materiality" shall
be  true  and  correct  as of  the  Closing  Date,  except  to the  extent  such
representations  and  warranties  are as of another  date,  in which case,  such
representations and warranties shall be true and correct as of such other date.

     (ii)  ACCURACY  OF  THE  COMPANY'S  REPRESENTATIONS  AND  WARRANTIES.   The
representations  and  warranties of the Company  contained in this Agreement (a)
that are not qualified by  "materiality"  or "Material  Adverse Effect" shall be
true and correct in all material  respects as of the Closing Date, except to the
extent such  representations  and  warranties  are as of another  date, in which
case,  such  representations  and  warranties  shall be true and  correct in all
material  respects  as of  such  other  date  and  (b)  that  are  qualified  by
"materiality"  or "Material  Adverse Effect" shall be true and correct as of the
Closing Date, except to the extent such representations and warranties are as of
another date, in which case, such  representations  and warranties shall be true
and correct as of such other date.

     (iii)  ISSUANCE OF INITIAL  COMMITMENT  SHARES.  On the Closing  Date,  the
Company shall deliver irrevocable instructions to its transfer agent to issue to
the  Investor,  not  later  than 4:00 p.m.  (New York City  time) on the  second
Trading Day immediately  following the Closing Date, a certificate  representing
the Initial  Commitment  Shares in the name of the  Investor or its designee (in
which case such  designee  name shall have been provided to the Company prior to
the Closing Date), in consideration for the Investor's execution and delivery of
this Agreement. Such certificate shall be delivered to the Investor by overnight
courier at its address set forth in Section  10.4 hereof.  For the  avoidance of
doubt,  all of the Initial  Commitment  Shares  shall be fully  earned as of the
Closing Date  regardless  of whether any Draw Downs are issued by the Company or
settled hereunder.

                                       34
<PAGE>
     (iv) CLOSING DELIVERABLES.  At the Closing,  counterpart signature pages of
this Agreement and the  Registration  Rights  Agreement  executed by each of the
parties  hereto shall be  delivered  as provided in Section 2.2.  Simultaneously
with the execution and delivery of this  Agreement and the  Registration  Rights
Agreement, the Investor's counsel shall have received (a) a certificate from the
Company,  dated the Closing Date, in the form of Exhibit C hereto, (b) a copy of
the  irrevocable  instructions  to the Company's  transfer  agent  regarding the
issuance to the Investor of the certificate  representing the Initial Commitment
Shares, and (c) a copy of the Placement Agent Engagement Letter executed by each
of the parties thereto.

     SECTION 7.2. CONDITIONS  PRECEDENT TO A DRAW DOWN. The right of the Company
to deliver a Draw Down  Notice and the  obligation  of the  Investor to accept a
Draw Down Notice and to acquire and pay for the Shares in  accordance  therewith
is  subject to the  satisfaction,  at each Draw Down  Exercise  Date and at each
Settlement Date (except as otherwise  expressly set forth below), of each of the
conditions set forth in this Section 7.2.

     (i)  ACCURACY  OF  THE  COMPANY'S   REPRESENTATIONS  AND  WARRANTIES.   The
representations  and  warranties of the Company  contained in this Agreement (a)
that are not qualified by "materiality" or "Material  Adverse Effect" shall have
been true and correct in all material  respects  when made and shall be true and
correct in all material  respects as of the  applicable  Draw Down Exercise Date
and the applicable  Settlement Date with the same force and effect as if made on
such dates,  except to the extent such  representations and warranties are as of
another date, in which case, such  representations  and warranties shall be true
and  correct  in all  material  respects  as of such other date and (b) that are
qualified by "materiality" or "Material Adverse Effect" shall have been true and
correct when made and shall be true and correct as of the  applicable  Draw Down
Exercise Date and the applicable  Settlement Date with the same force and effect
as if made  on  such  dates,  except  to the  extent  such  representations  and
warranties  are as of another  date,  in which case,  such  representations  and
warranties shall be true and correct as of such other date.

     (ii)  PERFORMANCE  OF  THE  COMPANY.  The  Company  shall  have  performed,
satisfied and complied in all material  respects with all covenants,  agreements
and conditions  required by this Agreement and the Registration Rights Agreement
to be  performed,  satisfied or complied  with by the Company at or prior to the
applicable  Draw Down  Exercise Date and the  applicable  Settlement  Date.  The
Company shall have delivered to the Investor on the applicable  Settlement  Date
the Compliance Certificate  substantially in the form attached hereto as Exhibit
D.

     (iii) REGISTRATION STATEMENT EFFECTIVE. The Registration Statement covering
the  resale  by the  Investor  of the  Registrable  Securities  shall  have been
declared  effective  under the Securities Act by the Commission and shall remain
effective, and the Investor shall be permitted to utilize the Prospectus therein
to resell (a) all of the  Initial  Commitment  Shares and all of the  Additional
Commitment Shares (if any) issuable  pursuant to this Agreement,  (b) all of the
Shares issued pursuant to all prior Draw Down Notices, and (c) all of the Shares
issuable pursuant to the applicable Draw Down Notice.

     (iv) NO MATERIAL NOTICES.  None of the following events shall have occurred
and be  continuing:  (a) receipt of any request by the  Commission  or any other
federal or state governmental  authority for any additional information relating

                                       35
<PAGE>
to the Registration Statement,  the Prospectus or any Prospectus Supplement,  or
for  any  amendment  of  or  supplement  to  the  Registration  Statement,   the
Prospectus, or any Prospectus Supplement;  (b) the issuance by the Commission or
any other federal or state  governmental  authority of any stop order suspending
the effectiveness of the Registration Statement or prohibiting or suspending the
use of the  Prospectus or any  Prospectus  Supplement,  or of the  suspension of
qualification or exemption from  qualification of the Securities for offering or
sale in any  jurisdiction,  or the initiation or contemplated  initiation of any
proceeding for such purpose; or (c) the occurrence of any event or the existence
of any condition or state of facts, which makes any statement of a material fact
made in the Registration Statement,  the Prospectus or any Prospectus Supplement
untrue or which  requires  the  making of any  additions  to or  changes  to the
statements  then  made in the  Registration  Statement,  the  Prospectus  or any
Prospectus  Supplement  in  order  to  state a  material  fact  required  by the
Securities Act to be stated therein or necessary in order to make the statements
then made therein (in the case of the Prospectus or any  Prospectus  Supplement,
in light of the  circumstances  under which they were made) not  misleading,  or
which requires an amendment to the Registration Statement or a supplement to the
Prospectus or any Prospectus Supplement to comply with the Securities Act or any
other law (other than the transactions  contemplated by the applicable Draw Down
Notice and the settlement  thereof).  The Company shall have no Knowledge of any
event that  could  reasonably  be  expected  to have the  effect of causing  the
suspension of the effectiveness of the Registration Statement or the prohibition
or  suspension  of the use of the  Prospectus  or any  Prospectus  Supplement in
connection with the resale of the Registrable Securities by the Investor.

     (v) OTHER COMMISSION FILINGS.  The Current Report and the Form D shall have
been filed with the  Commission  as required  pursuant to Section  2.3,  and the
final  Prospectus  and all other  Prospectus  Supplements  required to have been
filed  with  the  Commission  pursuant  to  Section  2.3  and  pursuant  to  the
Registration  Rights  Agreement  shall have been filed  with the  Commission  in
accordance with Section 2.3 and the Registration Rights Agreement.  All reports,
schedules,  registrations,  forms,  statements,  information and other documents
required to have been filed by the Company with the  Commission  pursuant to the
reporting  requirements of the Exchange Act,  including all material required to
have been filed  pursuant to Section 13(a) or 15(d) of the Exchange  Act,  shall
have been filed with the  Commission  and,  if any  Registrable  Securities  are
covered by a  Registration  Statement on Form S-3,  such filings shall have been
made within the  applicable  time period  prescribed  for such filing  under the
Exchange Act.

     (vi) NO  SUSPENSION  OF TRADING IN OR NOTICE OF DELISTING OF COMMON  STOCK.
Trading in the Common Stock shall not have been suspended by the Commission, the
Trading  Market or the FINRA  (except for any  suspension  of trading of limited
duration agreed to by the Company, which suspension shall be terminated prior to
the applicable Draw Down Exercise Date), the Company shall not have received any
final and  non-appealable  notice  that the listing or  quotation  of the Common
Stock on the Trading Market shall be terminated on a date certain (unless, prior
to such date certain,  the Common Stock is listed or quoted on any other Trading
Market), trading in securities generally as reported on the Trading Market shall
not have been  suspended or limited,  nor shall a banking  moratorium  have been
declared  either  by the U.S.  or New York  State  authorities  (except  for any
suspension,  limitation  or moratorium  which shall be  terminated  prior to the

                                       36
<PAGE>
applicable  Draw Down  Exercise  Date),  there  shall not have been  imposed any
suspension of, or restriction on,  accepting  additional  deposits of the Common
Stock,  electronic  trading or  book-entry  services by DTC with  respect to the
Common Stock that is continuing,  the Company shall not have received any notice
from DTC to the  effect  that a  suspension  of, or  restriction  on,  accepting
additional  deposits  of the Common  Stock,  electronic  trading  or  book-entry
services  by DTC  with  respect  to the  Common  Stock is  being  imposed  or is
contemplated  (unless,  prior to such suspension or restriction,  DTC shall have
notified the Company in writing that DTC has  determined  not to impose any such
suspension or restriction),  nor shall there have occurred any material outbreak
or escalation of  hostilities  or other  national or  international  calamity or
crisis that has had or would  reasonably be expected to have a material  adverse
change in any U.S. financial, credit or securities market that is continuing.

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

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

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

     (x) AGGREGATE LIMIT. The issuance and sale of the Shares issuable  pursuant
to such Draw Down  Notice  shall not  violate  Sections  3.1,  3.7,  3.9 and 6.6
hereof.

     (xi) SECURITIES  AUTHORIZED AND DELIVERED.  The Shares issuable pursuant to
such Draw Down Notice shall have been duly authorized by all necessary corporate
action of the Company.  The Company shall have delivered all Shares  relating to
all prior Draw Down Notices and all Additional  Commitment Shares required to be
delivered pursuant to this Agreement, as applicable.

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<PAGE>
     (xii)  LISTING  OF  SECURITIES.  All of the  Securities  that may be issued
pursuant to this Agreement  shall have been approved for listing or quotation on
the Trading Market as of the Closing Date, subject only to notice of issuance.

     (xiii) NO MATERIAL ADVERSE EFFECT. No condition, occurrence, state of facts
or event  constituting  a Material  Adverse  Effect  shall have  occurred and be
continuing.

     (xiv) NO RESTRICTIVE  LEGENDS.  If requested by the Investor from and after
the Effective  Date,  the Company shall have either (i) issued and delivered (or
caused to be issued and  delivered) to the Investor a  certificate  representing
the  Initial  Commitment  Shares  that is free  from all  restrictive  and other
legends or (ii) caused the Company's  transfer agent to credit the Investor's or
its designee's account at DTC through its Deposit/Withdrawal at Custodian (DWAC)
system  with a number of shares of Common  Stock  equal to the number of Initial
Commitment  Shares  represented by the certificate  delivered by the Investor to
the Company in accordance with Section 10.1(iv) of this Agreement.

     (xv) OPINION OF COUNSEL;  BRING-DOWN. Prior to the first Draw Down Exercise
Date,  the Investor  shall have received an opinion from outside  counsel to the
Company,  in the form mutually agreed to by the parties hereto prior to the date
hereof.  On each  Settlement  Date,  the Investor shall have received an opinion
"bring  down"  from  outside  counsel  to  the  Company,  dated  the  applicable
Settlement  Date, in the form mutually  agreed to by the parties hereto prior to
the date hereof.

                                  ARTICLE VIII
                                   TERMINATION

     SECTION 8.1. TERMINATION.  Unless earlier terminated as provided hereunder,
this Agreement shall terminate automatically on the earliest to occur of (i) the
first day of the month next following the 24-month  anniversary of the Effective
Date,  (ii) the date on which the  Investor  shall have  purchased  or  acquired
shares of Common Stock pursuant to this Agreement  equal to the Aggregate  Limit
and (iii) the date on which the Common  Stock  shall have failed to be listed or
quoted on a Trading  Market.  Subject to Section 8.3, the Company may  terminate
this  Agreement  effective  upon one Trading Day's prior  written  notice to the
Investor in  accordance  with  Section  10.4;  provided,  however,  that (A) the
Company  shall have paid all fees and amounts and issued all  Commitment  Shares
owed to the Investor or its counsel, as applicable,  pursuant to Section 10.1 of
this Agreement,  prior to such  termination,  and (B) prior to issuing any press
release,  or making any public statement or  announcement,  with respect to such
termination,  the Company shall consult with the Investor and its counsel on the
form and substance of, and shall give due  consideration  to all comments of the
Investor and its counsel on, such press release or other disclosure.  Subject to
Section 8.3, this  Agreement may be terminated at any time by the mutual written
consent of the parties,  effective as of the date of such mutual written consent
unless otherwise provided in such written consent.

     SECTION 8.2. OTHER TERMINATION.  Subject to Section 8.3, the Investor shall
have the right to terminate  this  Agreement  effective  upon one Trading  Day's
prior written notice to the Company in accordance with Section 10.4, if: (i) any
condition,  occurrence,  state of facts or event constituting a Material Adverse
Effect has occurred and is continuing;  (ii) the Company shall have entered into

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<PAGE>
any agreement, plan, arrangement or transaction with a third party or shall have
determined to utilize any existing  agreement,  plan or arrangement with a third
party,  in each case the principal  purpose of which is to implement,  effect or
consummate at any time during the Investment Period a Similar Financing,  an ATM
or a Price Reset Provision; (iii) a Fundamental Transaction shall have occurred;
(iv) (A) the  Registration  Statement  is not filed by the Filing  Deadline  (as
defined in the  Registration  Rights  Agreement)  or declared  effective  by the
Effectiveness Deadline (as defined in the Registration Rights Agreement), or (B)
the Company is otherwise in breach or default in any material  respect under any
of the other provisions of the Registration Rights Agreement, and in the case of
this clause (B), if such  failure,  breach or default is capable of being cured,
such failure, breach or default is not cured within 10 Trading Days after notice
of such  failure,  breach or default is  delivered  to the  Company  pursuant to
Section 10.4; (v) while the Registration  Statement is required to be maintained
effective  pursuant to the terms of the  Registration  Rights  Agreement and the
Investor holds any Registrable Securities, the effectiveness of the Registration
Statement lapses for any reason (including,  without limitation, the issuance of
a stop order) or the  Registration  Statement,  the Prospectus or any Prospectus
Supplement is otherwise unavailable to the Investor for the resale of all of the
Registrable  Securities in accordance with the terms of the Registration  Rights
Agreement,  and  such  lapse or  unavailability  continues  for a  period  of 20
consecutive Trading Days or for more than an aggregate of 60 Trading Days in any
365-day  period,  other than due to acts of the  Investor;  (vi)  trading in the
Common Stock on the Trading Market shall have been suspended and such suspension
continues  for a period  of five  consecutive  Trading  Days or for more than an
aggregate of 20 Trading Days in any 365-day period;  (vii) the Company has filed
for  and/or  is  subject  to  any  bankruptcy,  insolvency,   reorganization  or
liquidation proceedings or other proceedings for relief under any bankruptcy law
or any law for the relief of debtors  instituted  by or against  the  Company or
(viii) the Company is in material breach or default of this  Agreement,  and, if
such breach or default is capable of being cured,  such breach or default is not
cured within 10 Trading Days after notice of such breach or default is delivered
to the Company pursuant to Section 10.4. Unless notification thereof is required
elsewhere in this Agreement (in which case such  notification  shall be provided
in accordance with such other provision),  the Company shall promptly (but in no
event  later  than 24  hours)  notify  the  Investor  (and,  if  required  under
applicable law, including, without limitation,  Regulation FD promulgated by the
Commission, or under the applicable rules and regulations of the Trading Market,
the  Company  shall  publicly  disclose  such  information  in  accordance  with
Regulation FD and the applicable  rules and  regulations of the Trading  Market)
upon becoming aware of any of the events set forth in the immediately  preceding
sentence.

     SECTION 8.3.  EFFECT OF  TERMINATION.  In the event of  termination  by the
Company or the Investor  pursuant to Section 8.1 or 8.2, as applicable,  written
notice  thereof  shall  forthwith  be given to the other  party as  provided  in
Section  10.4  and the  transactions  contemplated  by this  Agreement  shall be
terminated  without  further  action  by  either  party.  If this  Agreement  is
terminated as provided in Section 8.1 or 8.2 herein, this Agreement shall become
void and of no further  force and  effect,  except  that (i) the  provisions  of
Article V (Representations, Warranties and Covenants of the Company), Article IX
(Indemnification), Article X (Miscellaneous) and this Article VIII (Termination)
shall  remain  in  full  force  and  effect  indefinitely  notwithstanding  such
termination,  and,  (ii)  so long  as the  Investor  owns  any  Securities,  the
covenants  and  agreements  of the Company  contained in Article VI  (Additional

                                       39
<PAGE>
Covenants) shall remain in full force and notwithstanding such termination for a
period of six months  following such  termination.  Notwithstanding  anything in
this  Agreement to the contrary,  no  termination of this Agreement by any party
shall (i) become effective prior to the first Trading Day immediately  following
the  Settlement  Date  related to any pending Draw Down Notice that has not been
fully settled in accordance  with the terms and conditions of this Agreement (it
being hereby acknowledged and agreed that no termination of this Agreement shall
limit,  alter,  modify,  change or otherwise  affect any of the Company's or the
Investor's rights or obligations under the Transaction Documents with respect to
any pending Draw Down, and that the parties shall fully perform their respective
obligations  with respect to any such  pending  Draw Down under the  Transaction
Documents, provided all of the conditions to the settlement thereof set forth in
Article  VII are  timely  satisfied),  (ii)  limit,  alter,  modify,  change  or
otherwise affect the Company's or the Investor's rights or obligations under the
Registration Rights Agreement,  all of which shall survive any such termination,
(iii) affect any Initial  Commitment Shares  previously issued or delivered,  or
any rights of any holder thereof (it being hereby  acknowledged  and agreed that
all of the  Commitment  Shares  shall be fully  earned as of the  Closing  Date,
regardless  of  whether  any Draw  Downs are  issued by the  Company  or settled
hereunder), or (iv) affect any Additional Commitment Shares previously issued or
delivered  (if  any),  or any  rights of any  holder  thereof  (it being  hereby
acknowledged  and agreed that all of the Additional  Commitment  Shares shall be
fully  earned  as of the date  such  shares  are  required  to be  issued to the
Investor under this  Agreement,  regardless of whether any Draw Downs are issued
by the  Company or settled  hereunder).  Nothing  in this  Section  8.3 shall be
deemed to release the Company or the Investor  from any liability for any breach
or default  under this  Agreement or any of the other  Transaction  Documents to
which it is a party,  or to impair the rights of the Company and the Investor to
compel  specific  performance  by the other party of its  obligations  under the
Transaction Documents to which it is a party.

                                   ARTICLE IX
                                 INDEMNIFICATION

     SECTION  9.1.   INDEMNIFICATION  OF  INVESTOR.   In  consideration  of  the
Investor's  execution  and delivery of this  Agreement  and acquiring the Shares
hereunder and in addition to all of the Company's  other  obligations  under the
Transaction  Documents to which it is a party, subject to the provisions of this
Section 9.1, the Company shall indemnify and hold harmless the Investor, each of
its   directors,   officers,   shareholders,   members,   partners,   employees,
representatives,  agents and advisors (and any other Persons with a functionally
equivalent role of a Person holding such titles notwithstanding the lack of such
title or any other  title),  each  Person,  if any,  who  controls  the Investor
(within the meaning of Section 15 of the  Securities Act or Section 20(a) of the
Exchange Act), and the respective directors,  officers,  shareholders,  members,
partners, employees, representatives, agents and advisors (and any other Persons
with  a   functionally   equivalent   role  of  a  Person  holding  such  titles
notwithstanding  the lack of such title or any other title) of such  controlling
Persons (each, an "INVESTOR Party"),  from and against all losses,  liabilities,
obligations,  claims, contingencies,  damages, costs and expenses (including all
judgments,  amounts paid in settlement,  court costs, reasonable attorneys' fees
and costs of  defense  and  investigation)  (collectively,  "DAMAGES")  that any
Investor  Party may suffer or incur as a result of or relating to (a) any breach
of any of the representations,  warranties,  covenants or agreements made by the

                                       40
<PAGE>
Company in this Agreement or in the other Transaction Documents to which it is a
party or (b) any action, suit, claim or proceeding (including for these purposes
a derivative  action brought on behalf of the Company)  instituted  against such
Investor  Party  arising  out of or  resulting  from  the  execution,  delivery,
performance or enforcement of the Transaction  Documents,  other than claims for
indemnification  within  the  scope  of  Section  6 of the  Registration  Rights
Agreement;  provided,  however, that (x) the foregoing indemnity shall not apply
to any Damages to the extent, but only to the extent, that such Damages resulted
directly and primarily from a breach of any of the  Investor's  representations,
warranties,   covenants  or  agreements  contained  in  this  Agreement  or  the
Registration  Rights  Agreement,  and (y) the Company  shall not be liable under
subsection (b) of this Section 9.1 to the extent, but only to the extent, that a
court of competent  jurisdiction shall have determined by a final judgment (from
which no further appeals are available) that such Damages resulted  directly and
primarily from any acts or failures to act, undertaken or omitted to be taken by
such Investor Party through its fraud, bad faith,  gross negligence,  or willful
or reckless misconduct.

     The Company shall  reimburse any Investor  Party promptly upon demand (with
accompanying presentation of documentary evidence) for all legal and other costs
and expenses  reasonably  incurred by such Investor Party in connection with (i)
any action,  suit, claim or proceeding,  whether at law or in equity, to enforce
compliance  by the Company with any  provision of the  Transaction  Documents or
(ii) any other any  action,  suit,  claim or  proceeding,  whether  at law or in
equity,  with  respect to which it is  entitled  to  indemnification  under this
Section 9.1; provided that the Investor shall promptly reimburse the Company for
all such legal and other costs and  expenses to the extent a court of  competent
jurisdiction  determines  that  any  Investor  Party  was not  entitled  to such
reimbursement.

     An Investor Party's right to  indemnification  or other remedies based upon
the  representations,  warranties,  covenants and  agreements of the Company set
forth in the  Transaction  Documents  shall  not in any way be  affected  by any
investigation  or  knowledge  of  such  Investor  Party.  Such  representations,
warranties,  covenants and agreements  shall not be affected or deemed waived by
reason of the fact that an  Investor  Party  knew or should  have known that any
representation  or warranty  might be inaccurate  or that the Company  failed to
comply with any agreement or covenant.  Any investigation by such Investor Party
shall be for its own protection only and shall not affect or impair any right or
remedy hereunder.

     To the extent that the foregoing  undertakings  by the Company set forth in
this Section 9.1 may be unenforceable for any reason, the Company shall make the
maximum  contribution  to the  payment and  satisfaction  of each of the Damages
which is permissible under applicable law.

     SECTION 9.2. INDEMNIFICATION  PROCEDURES.  Promptly after an Investor Party
receives  notice  of a claim or the  commencement  of an  action  for  which the
Investor Party intends to seek  indemnification  under Section 9.1, the Investor
Party will  notify the  Company in writing of the claim or  commencement  of the
action,  suit or  proceeding;  provided,  however,  that  failure  to notify the
Company will not relieve the Company from liability under Section 9.1, except to
the extent it has been materially  prejudiced by the failure to give notice. The
Company  will be entitled to  participate  in the defense of any claim,  action,
suit or  proceeding  as to which  indemnification  is being  sought,  and if the
Company  acknowledges  in writing the obligation to indemnify the Investor Party
against  whom the claim or action is  brought,  the Company may (but will not be
required to) assume the defense  against the claim,  action,  suit or proceeding

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<PAGE>
with counsel  satisfactory to it. After the Company  notifies the Investor Party
that the  Company  wishes to assume  the  defense  of a claim,  action,  suit or
proceeding,  the  Company  will not be  liable  for any  further  legal or other
expenses  incurred by the Investor Party in connection  with the defense against
the claim,  action, suit or proceeding except that if, in the opinion of counsel
to the Investor Party, it would be  inappropriate  under the applicable rules of
professional  responsibility  for the same counsel to represent both the Company
and such Investor Party. In such event, the Company will pay the reasonable fees
and expenses of no more than one separate  counsel for all such Investor Parties
promptly as such fees and expenses  are  incurred.  Each  Investor  Party,  as a
condition  to  receiving  indemnification  as  provided  in  Section  9.1,  will
cooperate  in all  reasonable  respects  with the  Company in the defense of any
action or claim as to which  indemnification  is sought. The Company will not be
liable for any  settlement  of any action  effected  without  its prior  written
consent,  which  consent  shall  not  be  unreasonably   withheld,   delayed  or
conditioned.  The Company  will not,  without the prior  written  consent of the
Investor  Party,  effect any  settlement of a pending or threatened  action with
respect to which an  Investor  Party is, or is  informed  that it may be, made a
party  and for  which  it would  be  entitled  to  indemnification,  unless  the
settlement  includes an  unconditional  release of the  Investor  Party from all
liability  and claims which are the subject  matter of the pending or threatened
action.

     The remedies  provided for in this Article IX are not  exclusive  and shall
not limit any  rights  or  remedies  which may  otherwise  be  available  to any
Investor Party at law or in equity.

                                   ARTICLE X
                                  MISCELLANEOUS

     SECTION 10.1. FEES AND EXPENSES; COMMITMENT SHARES.

     (i) FEES AND  EXPENSES.  Each party  shall  bear its own fees and  expenses
related to the  transactions  contemplated by this Agreement.  The Company shall
pay all U.S. federal, state and local stamp and other similar transfer and other
taxes and duties levied in connection  with issuance of the Securities  pursuant
hereto.

     (ii) COMMITMENT  SHARES. In consideration for the Investor's  execution and
delivery of this Agreement, concurrently with the execution and delivery of this
Agreement  on  the  Closing  Date,   the  Company   shall  deliver   irrevocable
instructions to its transfer agent to issue to the Investor, not later than 4:00
p.m. (New York City time) on the second  Trading Day  immediately  following the
Closing Date, a certificate  representing the Initial  Commitment  Shares in the
name of the  Investor or its designee  (in which case such  designee  name shall
have been provided to the Company prior to the Closing Date).  Such  certificate
shall be delivered to the Investor by overnight courier at its address set forth
in  Section  10.4  hereof.  For  the  avoidance  of  doubt,  all of the  Initial
Commitment  Shares shall be fully earned as of the Closing  Date,  regardless of
whether  any Draw Downs are issued by the  Company  or settled  hereunder.  Upon
issuance, the Initial Commitment Shares shall constitute "restricted securities"
as such term is defined in Rule 144(a)(3) under the Securities Act and,  subject
to the  provisions of  subsection  (iv) of this Section  10.1,  the  certificate
representing the Initial Commitment Shares shall bear the restrictive legend set
forth below in subsection  (iii) of this Section  10.1.  In addition,  not later
than 4:00 p.m. (New York City time) on the Trading Day immediately following the
Effective  Date,  the  Company  shall,  or shall  cause its  transfer  agent to,

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<PAGE>
electronically  transfer to the Investor  the  Additional  Commitment  Shares by
crediting the Investor's or its designees'  account (provided the Investor shall
have given the Company  written  notice of such designee  prior to the Effective
Date) at DTC through its  Deposit/Withdrawal  at Custodian (DWAC) system,  which
Additional  Commitment  Shares  shall be freely  tradable and  transferable  and
without   restriction  on  resale  pursuant  to  the   Registration   Statement.
"ADDITIONAL COMMITMENT SHARES" shall mean a number of shares of duly authorized,
validly issued, fully paid and nonassessable shares of Common Stock (which shall
be  appropriately  adjusted  for any stock  splits,  stock  combinations,  stock
dividends,  recapitalizations  and other similar  transactions  that occur on or
after the date of this Agreement),  rounded up to the nearest whole share, equal
to the greater of (I) zero and (II) the  difference  of (i) the  quotient of (x)
$150,000  divided by (y) the greater of (A) the Effective  Date Market Price and
(B) $0.04, less (ii) 2,065,177;  provided,  however,  that in no event shall the
Company  issue  more than an  aggregate  of  3,750,000  shares  of Common  Stock
(subject  to  adjustment  for  any  stock  splits,  stock  combinations,   stock
dividends,  recapitalizations  and other similar  transactions  that occur on or
after the date of this  Agreement) as Additional  Commitment  Shares pursuant to
this  Agreement.  For the avoidance of doubt,  all of the Additional  Commitment
Shares  shall be fully  earned as of the date such  shares  are  required  to be
issued to the  Investor  under this  Agreement,  regardless  of whether any Draw
Downs are issued by the Company or settled  hereunder.  The  Initial  Commitment
Shares  and  the  Additional  Commitment  Shares  shall  constitute  Registrable
Securities  and shall be included in the  Registration  Statement in  accordance
with the terms of the Registration Rights Agreement.

     (iii)  LEGENDS.  The  certificate(s)  representing  the Initial  Commitment
Shares issued prior to the Effective Date, except as set forth below, shall bear
a restrictive  legend in  substantially  the following form (and a stop-transfer
order may be placed against transfer of such stock certificate(s)):

      THE  OFFER  AND  SALE  OF  THE  SECURITIES  REPRESENTED  BY  THIS
      CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
      1933,  AS AMENDED,  OR  APPLICABLE  STATE  SECURITIES  LAWS.  THE
      SECURITIES  MAY NOT BE OFFERED  FOR SALE,  SOLD,  TRANSFERRED  OR
      ASSIGNED  (I) IN THE  ABSENCE  OF (A) AN  EFFECTIVE  REGISTRATION
      STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED
      BY THE COMPANY),  IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY,
      THAT  REGISTRATION  IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS
      SOLD OR ELIGIBLE TO BE SOLD  PURSUANT TO RULE 144 UNDER SAID ACT.
      NOTWITHSTANDING  THE FOREGOING,  THE SECURITIES MAY BE PLEDGED IN
      CONNECTION  WITH A BONA  FIDE  MARGIN  ACCOUNT  OR OTHER  LOAN OR
      FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

     Notwithstanding the foregoing and for the avoidance of doubt, all Shares to
be issued in respect of any Draw Down Notice delivered to the Investor  pursuant
to  this  Agreement  and any  Additional  Commitment  Shares  issued  after  the
Effective  Date shall be issued to the Investor in  accordance  with Section 3.5
and  Section  10.1(ii),  as  applicable,  by  crediting  the  Investor's  or its

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<PAGE>
designees'  account at DTC through its  Deposit/Withdrawal  at Custodian  (DWAC)
system,  and all such Shares and Additional  Commitment Shares (if any) shall be
freely  tradable  and  transferable  and without  restriction  on resale (and no
stop-transfer  order shall be placed against transfer thereof),  and the Company
shall not take any  action or give  instructions  to any  transfer  agent of the
Company otherwise.

     (iv)  REMOVAL OF LEGEND.  From and after the  Effective  Date,  the Company
shall,  no later than two Trading Days following the delivery by the Investor to
the Company or the  Company's  transfer  agent (with notice to the Company) of a
legended  certificate  representing the Initial  Commitment  Shares (endorsed or
with  stock  powers  attached,  signatures  guaranteed,  and  otherwise  in form
necessary to affect the reissuance and/or transfer, if applicable),  as directed
by the  Investor,  either:  (A) issue  and  deliver  (or cause to be issued  and
delivered) to the Investor a certificate  representing  such Initial  Commitment
Shares  that is free from all  restrictive  and other  legends  or (B) cause the
Company's  transfer agent to credit the Investor's or its designee's  account at
DTC through its  Deposit/Withdrawal  at Custodian (DWAC) system with a number of
shares  of  Common  Stock  equal to the  number  of  Initial  Commitment  Shares
represented  by the  certificate so delivered by the Investor (the date by which
such  certificate  is required to be delivered to the Investor or such credit is
so  required to be made to the  account of the  Investor or its  designee at DTC
pursuant  to the  foregoing  is  referred  to herein as the  "REQUIRED  DELIVERY
DATE"). If the Company fails on or prior to the Required Delivery Date to either
(i) issue and deliver (or cause to be issued and  delivered)  to the  Investor a
certificate  representing  the Initial  Commitment  Shares that is free from all
restrictive  and other  legends or (ii) cause the  Company's  transfer  agent to
credit the balance  account of the  Investor or its  designee at DTC through its
Deposit/Withdrawal  at Custodian (DWAC) system with a number of shares of Common
Stock  equal to the  number of  Initial  Commitment  Shares  represented  by the
certificate  delivered by the Investor pursuant hereto, then, in addition to all
other remedies  available to the Investor,  the Company shall pay in cash to the
Investor  on each day after the  Required  Delivery  Date that the  issuance  or
credit of such  shares is not  timely  effected  an amount  equal to 2.0% of the
product of (A) the sum of the number of Initial  Commitment Shares not issued to
the Investor on a timely basis and to which the Investor is entitled and (B) the
VWAP for the five Trading Day period immediately preceding the Required Delivery
Date. In addition to the foregoing,  if the Company fails to so properly deliver
such  unlegended  certificates or so properly credit the account of the Investor
or its designee at DTC by the  Required  Delivery  Date,  and if on or after the
Required Delivery Date the Investor  purchases (in an open market transaction or
otherwise)  shares of Common Stock to deliver in  satisfaction  of a sale by the
Investor of shares of Common Stock that the Investor anticipated  receiving from
the Company without any restrictive legend, then the Company shall, within three
Trading Days after the Investor's request, pay cash to the Investor in an amount
equal to the Investor's total purchase price (including  brokerage  commissions,
if any) for the  shares  of  Common  Stock so  purchased,  at  which  point  the
Company's  obligation to deliver a certificate or credit such  Investor's or its
designee's  account at DTC for such shares of Common Stock shall  terminate  and
such shares shall be cancelled.

                                       44
<PAGE>
     SECTION 10.2. SPECIFIC ENFORCEMENT, CONSENT TO JURISDICTION, WAIVER OF JURY
TRIAL.

     (i) The Company and the  Investor  acknowledge  and agree that  irreparable
damage  would occur in the event that any of the  provisions  of this  Agreement
were not performed in accordance  with their  specific  terms or were  otherwise
breached.  It is  accordingly  agreed that either  party shall be entitled to an
injunction or  injunctions to prevent or cure breaches of the provisions of this
Agreement  by the  other  party  and  to  enforce  specifically  the  terms  and
provisions  hereof  (without the necessity of showing  economic loss and without
any bond or other security being required),  this being in addition to any other
remedy to which either party may be entitled by law or equity.

     (ii) Each of the Company and the Investor (a) hereby irrevocably submits to
the  jurisdiction  of the U.S.  District  Court and other  courts of the  United
States sitting in the State of New York for the purposes of any suit,  action or
proceeding arising out of or relating to this Agreement,  and (b) hereby waives,
and agrees not to assert in any such suit, action or proceeding,  any claim that
it is not personally  subject to the jurisdiction of such court,  that the suit,
action or  proceeding is brought in an  inconvenient  forum or that the venue of
the suit, action or proceeding is improper. Each of the Company and the Investor
consents  to process  being  served in any such suit,  action or  proceeding  by
mailing a copy  thereof to such party at the address in effect for notices to it
under this  Agreement  and agrees that such service  shall  constitute  good and
sufficient  service of process and notice thereof.  Nothing in this Section 10.2
shall affect or limit any right to serve  process in any other manner  permitted
by law.

     (iii) EACH OF THE COMPANY  AND THE  INVESTOR  HEREBY  WAIVES TO THE FULLEST
EXTENT  PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT TO ANY  LITIGATION  DIRECTLY OR  INDIRECTLY  ARISING OUT OF, UNDER OR IN
CONNECTION  WITH  THIS  AGREEMENT  OR THE  TRANSACTIONS  CONTEMPLATED  HEREBY OR
DISPUTES  RELATING  HERETO.  EACH OF THE COMPANY AND THE INVESTOR (A)  CERTIFIES
THAT NO  REPRESENTATIVE,  AGENT OR ATTORNEY OF ANY OTHER PARTY HAS  REPRESENTED,
EXPRESSLY  OR  OTHERWISE,  THAT SUCH  OTHER  PARTY  WOULD  NOT,  IN THE EVENT OF
LITIGATION,  SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)  ACKNOWLEDGES  THAT IT
AND THE OTHER  PARTIES  HERETO HAVE BEEN TO ENTER INTO THIS  AGREEMENT BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.2.

     SECTION 10.3. ENTIRE AGREEMENT;  AMENDMENT.  The Transaction  Documents set
forth the entire agreement and  understanding of the parties with respect to the
subject matter hereof and supersedes all prior and  contemporaneous  agreements,
negotiations and understandings between the parties, both oral and written, with
respect to such matters. There are no promises, undertakings, representations or
warranties by either party  relative to subject  matter hereof not expressly set
forth in the  Transaction  Documents.  No  provision  of this  Agreement  may be
amended  by the  parties  from  and  after  the  date  that is one  Trading  Day
immediately preceding the initial filing of the Registration  Statement with the
Commission.  Subject to the immediately preceding sentence, no provision of this
Agreement  may be  amended  other  than by a written  instrument  signed by both
parties hereto.  The Disclosure  Schedule and all exhibits to this Agreement are
hereby  incorporated  by reference in, and made a part of, this  Agreement as if
set forth in full herein.

                                       45
<PAGE>
     SECTION  10.4.  NOTICES.  Any  notice,  demand,  request,  waiver  or other
communication  required or permitted to be given  hereunder  shall be in writing
and shall be  effective  (a) upon hand  delivery or  facsimile  (with  facsimile
machine  confirmation of delivery  received) at the address or number designated
below (if  delivered on a business day during normal  business  hours where such
notice is to be received), or the first business day following such delivery (if
delivered  other than on a business day during normal  business hours where such
notice is to be received) or (b) on the second  business day  following the date
of mailing by express courier service, fully prepaid, addressed to such address,
or upon actual receipt of such mailing, whichever shall first occur. The address
for such communications shall be:

     If to the Company:

                    Tungsten Corp.
                    1671 Southwest 105 Lane
                    Davie, Florida 33324
                    Telephone Number: (954) 476-4638
                    Fax: [________________]
                    Attention: Chief Executive Officer

     If to the Investor:

                    Hanover Holdings I, LLC, a New York
                    limited liability company
                    c/o Magna Group
                    5 Hanover Square
                    New York, NY 10004
                    Telephone Number: (347) 491-4240
                    Fax: (646) 737-9948
                    Attention: Marc Manuel

     With a copy (which shall not constitute notice) to:

                    Greenberg Traurig, LLP
                    The MetLife Building
                    200 Park Avenue
                    New York, NY 10166
                    Telephone Number: (212) 801-9200
                    Fax: (212) 801-6400
                    Attention: Anthony J. Marsico

Either  party  hereto may from time to time  change its  address  for notices by
giving at least 10 days advance  written  notice of such changed  address to the
other party hereto.

     SECTION 10.5.  WAIVERS. No provision of this Agreement may be waived by the
parties  from and after the date that is one Trading Day  immediately  preceding
the initial filing of the Registration Statement with the Commission. Subject to
the immediately preceding sentence, no provision of this Agreement may be waived
other than in a written  instrument signed by the party against whom enforcement

                                       46
<PAGE>
of such  waiver is sought.  No failure  or delay in the  exercise  of any power,
right or privilege  hereunder shall operate as a waiver  thereof,  nor shall any
single or partial exercise of any such power,  right or privilege preclude other
or further exercises thereof or of any other right, power or privilege.

     SECTION 10.6.  HEADINGS.  The article,  section and subsection  headings in
this Agreement are for convenience  only and shall not constitute a part of this
Agreement  for any other  purpose and shall not be deemed to limit or affect any
of the provisions hereof.  Unless the context clearly indicates otherwise,  each
pronoun  herein  shall be deemed to include  the  masculine,  feminine,  neuter,
singular and plural forms thereof. The terms "including,"  "includes," "include"
and words of like import shall be construed  broadly as if followed by the words
"without  limitation."  The terms "herein,"  "hereunder,"  "hereof" and words of
like import  refer to this entire  Agreement  instead of just the  provision  in
which they are found.

     SECTION 10.7.  CONSTRUCTION.  The parties agree that each of them and their
respective counsel has reviewed and had an opportunity to revise the Transaction
Documents and, therefore, the normal rule of construction to the effect that any
ambiguities are to be resolved  against the drafting party shall not be employed
in the interpretation of the Transaction Documents.  In addition, each and every
reference to share prices (including the Floor Prices and the Fixed Floor Price)
and  shares of Common  Stock in any  Transaction  Document  shall be  subject to
adjustment  for  any  stock  splits,   stock   combinations,   stock  dividends,
recapitalizations and other similar transactions that occur on or after the date
of this  Agreement.  Any  reference in this  Agreement to "Dollars" or "$" shall
mean the lawful currency of the United States of America.

     SECTION 10.8.  SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and inure to the  benefit of the  parties and their  respective  successors  and
assigns.  The Company may not assign this Agreement or any rights or obligations
hereunder to any Person without the prior written consent of the Investor, which
may be withheld or delayed in the Investor's sole  discretion,  including by any
Fundamental  Transaction.  The Investor may not assign its rights or obligations
under this Agreement.

     SECTION 10.9. NO THIRD PARTY BENEFICIARIES. Except as expressly provided in
Article  IX,  this  Agreement  is  intended  only for the benefit of the parties
hereto and their respective permitted successors and assigns, and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person.

     SECTION  10.10.  GOVERNING  LAW.  This  Agreement  shall be governed by and
construed in accordance with the internal procedural and substantive laws of the
State of New York, without giving effect to the choice of law provisions of such
state that would cause the application of the laws of any other jurisdiction.

     SECTION 10.11.  SURVIVAL.  The representations,  warranties,  covenants and
agreements  of the Company and the Investor  contained in this  Agreement  shall
survive  the  execution  and  delivery  hereof  until  the  termination  of this
Agreement;   provided,   however,   that  (i)  the   provisions   of  Article  V
(Representations,  Warranties  and  Covenants  of  the  Company),  Article  VIII
(Termination),  Article IX (Indemnification)  and this Article X (Miscellaneous)
shall  remain  in  full  force  and  effect  indefinitely  notwithstanding  such
termination,  and,  (ii)  so long  as the  Investor  owns  any  Securities,  the
covenants  and  agreements  of the Company  contained in Article VI  (Additional
Covenants),   shall  remain  in  full  force  and  effect  notwithstanding  such
termination for a period of six months following such termination.

                                       47
<PAGE>
     SECTION   10.12.   COUNTERPARTS.   This   Agreement   may  be  executed  in
counterparts,  all of which taken  together  shall  constitute  one and the same
original and binding instrument and shall become effective when all counterparts
have been signed by each party and  delivered to the other  parties  hereto,  it
being understood that all parties hereto need not sign the same counterpart.  In
the event any  signature  is  delivered  by  facsimile,  digital  or  electronic
transmission,  such  transmission  shall  constitute  delivery  of the  manually
executed  original and the party using such means of delivery  shall  thereafter
cause four additional executed signature pages to be physically delivered to the
other parties within five days of the execution and delivery hereof.  Failure to
provide or delay in the delivery of such  additional  executed  signature  pages
shall not adversely affect the efficacy of the original delivery.

     SECTION  10.13.  PUBLICITY.  The Company  shall afford the Investor and its
counsel with a reasonable  opportunity to review and comment upon, shall consult
with the Investor and its counsel on the form and  substance  of, and shall give
due  consideration to all such comments from the Investor or its counsel on, any
press release,  Commission  filing or any other public  disclosure made by or on
behalf of the Company relating to the Investor,  its purchases  hereunder or any
aspect of the Transaction  Documents or the transactions  contemplated  thereby,
prior to the issuance, filing or public disclosure thereof. For the avoidance of
doubt,  the  Company  shall  not be  required  to  submit  for  review  any such
disclosure (i) contained in periodic reports filed with the Commission under the
Exchange Act if it shall have previously provided the same disclosure for review
in connection  with a previous  filing or (ii) any  Prospectus  Supplement if it
contains  disclosure  that  does  not  reference  the  Investor,  its  purchases
hereunder  or  any  aspect  of the  Transaction  Documents  or the  transactions
contemplated  thereby.  The Company agrees and acknowledges  that its failure to
fully comply with this provision constitutes a Material Adverse Effect.

     SECTION 10.14. SEVERABILITY. The provisions of this Agreement are severable
and, in the event that any court of competent  jurisdiction shall determine that
any one or more of the  provisions or part of the  provisions  contained in this
Agreement shall, for any reason, be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
any other provision or part of a provision of this Agreement, and this Agreement
shall be reformed and  construed as if such invalid or illegal or  unenforceable
provision,  or part of such provision,  had never been contained herein, so that
such  provisions  would be valid,  legal and  enforceable  to the maximum extent
possible.

     SECTION 10.15.  FURTHER  ASSURANCES.  From and after the Closing Date, upon
the request of the Investor or the Company, each of the Company and the Investor
shall execute and deliver such  instrument,  documents and other writings as may
be reasonably  necessary or desirable to confirm and carry out and to effectuate
fully the intent and purposes of this Agreement.



                            [Signature Page Follows]

                                       48
<PAGE>
     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed by their respective  authorized officer as of the date first above
written.

                                 TUNGSTEN CORP.:

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

                                 HANOVER  HOLDINGS  I, LLC,  a New York  limited
                                 liability company:

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


                                       49
<PAGE>
                                 ANNEX I TO THE
                         COMMON STOCK PURCHASE AGREEMENT
                                   DEFINITIONS

     "ACCEPTABLE  TRANSACTION"  shall have the meaning  assigned to such term in
Section 6.7(iii) hereof.

     "ADDITIONAL COMMITMENT SHARES" shall have the meaning assigned to such term
in Section 10.1(ii) hereof.

     "AFFILIATE"  means any Person that,  directly or indirectly  through one or
more intermediaries, controls, is controlled by, or is under common control with
a Person,  as such terms are used in and construed  under Rule 144. With respect
to the  Investor,  without  limitation,  any Person  owning,  owned by, or under
common  ownership with the Investor,  and any investment fund or managed account
that is managed on a discretionary  basis by the same investment  manager as the
Investor will be deemed to be an Affiliate.

     "AGGREGATE  LIMIT" shall have the meaning  assigned to such term in Section
2.1 hereof.

     "AGREEMENT"  shall have the meaning  assigned to such term in the  preamble
hereof.

     "ALTERNATE  TRANSACTION"  shall have the  meaning  assigned to such term in
Section 6.7(iii) hereof.

     "ALTERNATE TRANSACTION NOTICE" shall have the meaning assigned to such term
in Section 6.7(ii) hereof.

     "ANNOUNCEMENT DATE" shall have the meaning assigned to such term in Section
3.8 hereof.

     "ATM"  shall have the  meaning  assigned  to such term in Section  6.7(iii)
hereof.

     "AVERAGE  TRADING  VOLUME" means the average  trading  volume of the Common
Stock on the Trading  Market for the 10 Trading  Days  immediately  prior to the
applicable Draw Down Exercise Date.

     "BELOW  MARKET  OFFERING"  shall have the meaning  assigned to such term in
Section 6.7(iii) hereof.

     "BROKER-DEALER"  shall have the  meaning  assigned  to such term in Section
6.17 hereof.

     "BYLAWS"  shall  have the  meaning  assigned  to such term in  Section  5.3
hereof.

     "CHARTER"  shall have the  meaning  assigned  to such term in  Section  5.3
hereof.

     "CLOSING"  shall have the  meaning  assigned  to such term in  Section  2.2
hereof.

                                       i
<PAGE>
     "CLOSING DATE" means the date of this Agreement.

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

     "COMMISSION"  means the U.S.  Securities  and  Exchange  Commission  or any
successor entity.

     "COMMISSION   DOCUMENTS"   shall   mean   (1)   all   reports,   schedules,
registrations,  forms, statements, information and other documents filed with or
furnished  to  the   Commission  by  the  Company   pursuant  to  the  reporting
requirements  of the Exchange  Act,  including  all material  filed or furnished
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, since January
31, 2013, including, without limitation, the Annual Report on Form 10-K filed by
the Company for its fiscal year ended January 31, 2013 and the Current Report on
Form 8-K dated April 8, 2013, as amended (the "JUMBO 8-K"),  and which hereafter
shall be filed with or furnished to the  Commission  by the Company,  including,
without limitation,  the Current Report, (2) the Registration  Statement, as the
same may be  amended  from  time to time,  the  Prospectus  and each  Prospectus
Supplement and (3) all  information  contained in such filings and all documents
and disclosures that have been and heretofore shall be incorporated by reference
therein.

     "COMMITMENT SHARES" means, collectively,  the Initial Commitment Shares and
the Additional Commitment Shares (if any).

     "COMMON STOCK" shall have the meaning assigned to such term in the recitals
hereof.

     "COMPANY"  shall have the  meaning  assigned  to such term in the  preamble
hereof.

     "CURRENT  MARKET PRICE" means,  with respect to any particular  measurement
date,  the closing trade price of a share of Common Stock on the Trading  Market
for the Trading Day immediately  preceding such measurement date, as reported by
Bloomberg, L.P.

     "CURRENT  REPORT"  shall have the meaning  assigned to such term in Section
2.3 hereof.

     "DAMAGES"  shall have the  meaning  assigned  to such term in  Section  9.1
hereof.

      "DISCLOSURE  SCHEDULE" shall have the meaning assigned to such term in the
preamble to Article V hereof.

     "DISCOUNT  PRICE"  means a price  equal to the product of (i) 0.95 and (ii)
the  arithmetic  average  of the three  lowest  VWAPs  that  equal or exceed the
applicable  Floor Price during the  applicable  Pricing  Period,  which shall be
appropriately   adjusted  for  any  stock  splits,  stock  combinations,   stock
dividends,  recapitalizations and other similar transactions; provided, however,
that if the VWAP does not  equal or exceed  the  applicable  Floor  Price for at
least  three  Trading  Days  during  the  applicable  Pricing  Period,  then the
"DISCOUNT  PRICE"  shall mean a price  equal to the product of (i) 0.95 and (ii)
the  arithmetic  average of all of the VWAPs that equal or exceed the applicable
Floor Price (if any) during such Pricing  Period,  which shall be  appropriately

                                       ii
<PAGE>
adjusted  for  any  stock   splits,   stock   combinations,   stock   dividends,
recapitalizations and other similar transactions.

     "DISQUALIFICATION  EVENT"  shall have the meaning  assigned to such term in
Section 5.39 hereof.

     "DRAW  DOWN"  means the  transactions  contemplated  in Article III of this
Agreement  with  respect to any Draw Down  Notice  delivered  by the  Company in
accordance with Article III of this Agreement.

     "DRAW DOWN  AMOUNT"  means the actual  amount of  proceeds  received by the
Company pursuant to a Draw Down under this Agreement.

     "DRAW DOWN AMOUNT  REQUESTED"  shall mean the specific  amount of shares of
Common Stock requested by the Company in a Draw Down Notice  delivered  pursuant
to Section  3.1,  which shall not exceed (i) the Maximum  Fixed Draw Down Amount
Requested,  in the case of a Fixed Draw Down Notice, or (ii) the Maximum Regular
Draw Down Amount Requested, in the case of a Regular Draw Down Notice.

     "DRAW DOWN EXERCISE  DATE" shall have the meaning  assigned to such term in
Section 3.1(c) hereof.

     "DRAW DOWN  NOTICE"  means a Fixed Draw Down Notice or a Regular  Draw Down
Notice, as applicable.

     "DTC" means The Depository  Trust  Company,  a subsidiary of The Depository
Trust & Clearing Corporation, or any successor thereto.

     "EARNINGS  ANNOUNCEMENT"  shall have the  meaning  assigned to such term in
Section 3.8 hereof.

     "EARNINGS 8-K" shall have the meaning  assigned to such term in Section 3.8
hereof.

     "EDGAR" means the  Commission's  Electronic  Data  Gathering,  Analysis and
Retrieval System.

     "EFFECTIVE DATE" means the first Trading Day immediately following the date
on which the initial  Registration  Statement  filed pursuant to Section 2(a) of
the Registration Rights Agreement is declared effective by the Commission.

     "EFFECTIVE  DATE MARKET  PRICE"  means the lowest trade price of a share of
Common Stock on the Trading Market during the 10-Trading Day period  immediately
preceding the Effective Date, as reported by Bloomberg, L.P.

     "ENVIRONMENTAL  LAWS"  shall  have the  meaning  assigned  to such  term in
Section 5.18 hereof.

                                      iii
<PAGE>
     "EQUITY CONDITIONS" shall have the meaning assigned to such term in Section
3.1(a) hereof.

     "ERISA" shall mean the Employee  Retirement Income Security Act of 1974, as
amended.

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

     "FCPA" shall have the meaning assigned to such term in Section 5.36 hereof.

     "FILING  TIME" shall have the meaning  assigned to such term in Section 3.8
hereof.

     "FINRA" means the Financial Industry Regulatory Authority.

     "FIXED DRAW DOWN  NOTICE"  shall have the meaning  assigned to such term in
Section 3.1(a) hereof.

     "FIXED FLOOR PRICE" means $0.20, which shall be appropriately  adjusted for
any stock splits,  stock combinations,  stock dividends,  recapitalizations  and
other similar transactions that occur on or after the date of this Agreement.

     "FIXED PURCHASE PRICE" means a price equal to 90.0% of the lower of (i) the
lowest trade price of a share of Common Stock on the Trading Market, as reported
by  Bloomberg,  L.P.,  on the  applicable  Draw Down  Exercise Date and (ii) the
arithmetic  average of the three lowest  daily VWAPs  during the 10  consecutive
Trading Days ending on the Trading Day immediately preceding the applicable Draw
Down  Exercise Date (in each case,  to be  appropriately  adjusted for any stock
splits, stock combinations, stock dividends, recapitalizations and other similar
transactions).

     "FLOOR PRICE"  means,  with respect to a Draw Down for which a Regular Draw
Down Notice has been  delivered,  the product of (i) 0.70 and (ii) the VWAP over
the 10 Trading Days  immediately  preceding  the  applicable  Draw Down Exercise
Date,  which  shall  be  appropriately  adjusted  for any  stock  splits,  stock
combinations, stock dividends, recapitalizations and other similar transactions.

     "FUNDAMENTAL  TRANSACTION"  means that (i) the Company  shall,  directly or
indirectly,  in one or more related transactions,  (1) consolidate or merge with
or into  (whether  or not the  Company  is the  surviving  corporation)  another
Person,  with the  result  that  the  holders  of the  Company's  capital  stock
immediately prior to such consolidation or merger together beneficially own less
than  50%  of  the  outstanding  voting  power  of the  surviving  or  resulting
corporation,  or (2) sell, lease, license, assign, transfer, convey or otherwise
dispose of all or  substantially  all of the properties or assets of the Company
to another  Person,  or (3) take  action to  facilitate  a  purchase,  tender or
exchange  offer by another  Person  that is accepted by the holders of more than
50% of the  outstanding  shares of Common  Stock  (not  including  any shares of
Common Stock held by the Person or Persons  making or party to, or associated or

                                       iv
<PAGE>
affiliated  with the  Persons  making  or party  to,  such  purchase,  tender or
exchange offer), or (4) consummate a stock or share purchase  agreement or other
business   combination   (including,   without  limitation,   a  reorganization,
recapitalization, spin-off or scheme of arrangement) with another Person whereby
such other Person  acquires  more than 50% of the  outstanding  shares of Common
Stock  (not  including  any shares of Common  Stock held by the other  Person or
other Persons  making or party to, or  associated  or affiliated  with the other
Persons  making or party to,  such stock or share  purchase  agreement  or other
business combination), or (5) reorganize,  recapitalize or reclassify its Common
Stock,  or (ii) any "person" or "group" (as these terms are used for purposes of
Sections 13(d) and 14(d) of the Exchange Act) is or shall become the "beneficial
owner"  (as  defined  in  Rule  13d-3  under  the  Exchange  Act),  directly  or
indirectly,  of 50% of the aggregate ordinary voting power represented by issued
and outstanding Common Stock.

     "GAAP" shall mean generally  accepted  accounting  principles in the United
States of America as applied by the Company.

     "GOVERNMENTAL  LICENSES"  shall have the  meaning  assigned to such term in
Section 5.17(a) hereof.

     "INDEBTEDNESS" shall have the meaning assigned to such term in Section 5.11
hereof.

     "INITIAL  COMMITMENT  SHARES" means  2,065,177  shares of duly  authorized,
validly  issued,  fully paid and  nonassessable  shares of Common  Stock  which,
concurrently  with the execution  and delivery of this  Agreement on the Closing
Date,  the  Company  has caused its  transfer  agent to issue and deliver to the
Investor not later than 4:00 p.m. (New York City time) on the second Trading Day
immediately following the Closing Date.

     "INTELLECTUAL  PROPERTY"  shall have the  meaning  assigned to such term in
Section 5.17(b) hereof.

     "INVESTMENT  PERIOD" means the period  commencing on the Effective Date and
expiring on the date this  Agreement  is  terminated  pursuant  to Article  VIII
hereof.

     "INVESTOR"  shall have the meaning  assigned  to such term in the  preamble
hereof.

     "INVESTOR  PARTY"  shall have the meaning  assigned to such term in Section
9.1 hereof.

     "ISSUER  COVERED  PERSON"  shall have the meaning  assigned to such term in
Section 5.39 hereof.

     "KNOWLEDGE"  means the actual  knowledge of the Company's  Chief  Executive
Officer or Chief Financial  Officer,  after reasonable  inquiry of all officers,
directors and employees of the Company who could  reasonably be expected to have
knowledge or information with respect to the matter in question.

     "MAKE WHOLE AMOUNT" shall have the meaning assigned to such term in Section
3.6 hereof.

                                       v
<PAGE>
     "MATERIAL  ADVERSE  EFFECT" means (i) any condition,  occurrence,  state of
facts or event  having,  or insofar as reasonably  can be foreseen  would likely
have, any material adverse effect on the legality, validity or enforceability of
the Transaction  Documents or the transactions  contemplated  thereby,  (ii) any
condition,  occurrence, state of facts or event having, or insofar as reasonably
can be foreseen  would  likely  have,  any effect on the  business,  operations,
properties or financial condition of the Company that is material and adverse to
the Company and its Subsidiaries,  taken as a whole, and/or (iii) any condition,
occurrence,  state of facts or event that would, or insofar as reasonably can be
foreseen would likely,  prohibit or otherwise materially interfere with or delay
the ability of the Company to perform  any of its  obligations  under any of the
Transaction  Documents to which it is a party;  provided,  however, that none of
the following,  individually or in the aggregate, shall be taken into account in
determining  whether a  Material  Adverse  Effect  has  occurred  or  insofar as
reasonably can be foreseen would likely occur:  (a) changes in conditions in the
U.S. or global capital, credit or financial markets generally, including changes
in the availability of capital or currency exchange rates, provided such changes
shall not have affected the Company in a materially  disproportionate  manner as
compared to other similarly situated companies;  (b) changes generally affecting
the industries in which the Company and its Subsidiaries operate,  provided such
changes  shall not have  affected the Company in a  materially  disproportionate
manner as compared to other similarly situated companies;  (c) any effect of the
announcement of, or the  consummation of the transactions  contemplated by, this
Agreement and the other  Transaction  Documents on the Company's  relationships,
contractual or otherwise,  with  customers,  suppliers,  vendors,  bank lenders,
strategic venture partners or employees;  and (d) the receipt of any notice that
the Common  Stock may be  ineligible  to continue  listing or  quotation  on the
Trading Market, other than a final and non-appealable notice that the listing or
quotation of the Common Stock on the Trading  Market  shall be  terminated  on a
date certain (unless,  prior to such date certain, the Common Stock is listed or
quoted on any other Trading Market).

     "MATERIAL  AGREEMENTS"  shall  have the  meaning  assigned  to such term in
Section 5.19 hereof.

     "MAXIMUM FIXED DRAW DOWN AMOUNT REQUESTED" means the lesser of (i) $250,000
worth of Common Stock and (ii) the product of (A) the Average Trading Volume and
(B) 2.5.

     "MAXIMUM  REGULAR DRAW DOWN AMOUNT  REQUESTED" means the product of (i) the
Average Trading Volume and (ii) 3.5.

     "MONEY  LAUNDERING  LAWS" shall have the  meaning  assigned to such term in
Section 5.37 hereof.

     "OFAC" shall have the meaning assigned to such term in Section 5.38 hereof.

     "OWNERSHIP  LIMITATION"  shall have the  meaning  assigned  to such term in
Section 3.7 hereof.

                                       vi
<PAGE>
     "PERSON"  means any person or entity,  whether a natural  person,  trustee,
corporation, partnership, limited partnership, limited liability company, trust,
unincorporated   organization,   business  association,   firm,  joint  venture,
governmental agency or authority.

     "PLACEMENT AGENT ENGAGEMENT LETTER" shall have the meaning assigned to such
term in Section 5.15 hereof.

     "PLAN" shall have the meaning assigned to such term in Section 5.24 hereof.

     "PRESS RELEASE" shall have the meaning assigned to such term in Section 2.3
hereof.

     "PRICE  RESET  PROVISION"  shall have the meaning  assigned to such term in
Section 6.7(iii) hereof.

     "PRICING  PERIOD"  shall mean,  with  respect to each Draw Down for which a
Regular Draw Down Notice has been delivered,  a period of 10 consecutive Trading
Days  commencing on the Pricing  Period start date set forth in the Regular Draw
Down Notice in accordance with Section 3.1 hereof.

     "PROSPECTUS"  means the prospectus in the form included in the Registration
Statement,  as  supplemented  from  time to time by any  Prospectus  Supplement,
including the documents incorporated by reference therein.

     "PROSPECTUS  SUPPLEMENT" means any prospectus  supplement to the Prospectus
filed with the  Commission  from time to time  pursuant to Rule 424(b) under the
Securities Act, including the documents incorporated by reference therein.

     "REFERENCE  PERIOD" shall have the meaning assigned to such term in Section
6.7(ii) hereof.

     "REGISTRABLE  SECURITIES"  shall have the meaning  assigned to such term in
the Registration Rights Agreement.

     "REGISTRATION  RIGHTS  AGREEMENT"  shall have the meaning  assigned to such
term in the recitals hereof.

     "REGISTRATION  STATEMENT"  shall have the meaning  assigned to such term in
the Registration Rights Agreement.

     "REGULAR DRAW DOWN NOTICE" shall have the meaning  assigned to such term in
Section 3.1(b) hereof.

     "REGULATION D" shall have the meaning assigned to such term in the recitals
hereof.

     "REQUIRED  DELIVERY  DATE" shall have the meaning  assigned to such term in
Section 10.1(iv) hereto.

                                      vii
<PAGE>
     "RESTRICTED PERIOD" shall have the meaning assigned to such term in Section
6.13(i) hereof.

     "RESTRICTED PERSON" shall have the meaning assigned to such term in Section
6.13(i) hereof.

     "RESTRICTED  PERSONS"  shall  have the  meaning  assigned  to such  term in
Section 6.13(i) hereof.

     "RULE 144" means Rule 144  promulgated  by the  Commission  pursuant to the
Securities  Act, as such Rule may be amended  from time to time,  or any similar
rule or regulation  hereafter adopted by the Commission having substantially the
same effect.

     "SECTION  4(A)(2)"  shall  have the  meaning  assigned  to such term in the
recitals hereof.

     "SECURITIES" means, collectively, the Shares and the Commitment Shares.

     "SECURITIES ACT" shall mean the Securities Act of 1933, as amended, and the
rules and regulations of the Commission thereunder.

     "SETTLEMENT  DATE" shall have the meaning  assigned to such term in Section
3.5 hereof.

     "SHARES" shall mean the whole shares of Common Stock that are and/or may be
purchased  by the  Investor  under this  Agreement  pursuant to one or more Draw
Downs, and not the Commitment Shares.

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

     "SIGNIFICANT  SUBSIDIARY"  means any  Subsidiary  of the Company that would
constitute a Significant  Subsidiary  of the Company  within the meaning of Rule
1-02 of Regulation S-X of the Commission.

     "SIMILAR FINANCING" shall have the meaning assigned to such term in Section
6.7(iii) hereof.

     "SOXA"  shall  mean  the  Sarbanes-Oxley  Act of  2002  and the  rules  and
regulations of the Commission thereunder.

     "SUBSIDIARY" shall mean any corporation or other entity of which at least a
majority of the securities or other  ownership  interest  having ordinary voting
power  for the  election  of  directors  or  other  persons  performing  similar
functions are at the time owned directly or indirectly by the Company and/or any
of its other Subsidiaries.

     "TOTAL  COMMITMENT" shall have the meaning assigned to such term in Section
2.1 hereof.

                                      viii
<PAGE>
     "TRADING DAY" shall mean a full trading day  (beginning  at 9:30 a.m.,  New
York City  time,  and ending at 4:00  p.m.,  New York City time) on the  Trading
Market.

     "TRADING MARKET" means the OTC Bulletin Board;  provided,  however, that in
the event the Common Stock is ever listed or quoted on the NASDAQ Global Market,
the NASDAQ Global Select Market,  the NASDAQ Capital Market,  the New York Stock
Exchange,  NYSE  Arca,  the NYSE  MKT,  or the  OTCQX  Marketplace  or the OTCQB
Marketplace  operated by OTC Markets Group Inc., than the "TRADING MARKET" shall
mean such other market or exchange or any  successor  to the  foregoing on which
the Common Stock is then listed or quoted.

     "TRANSACTION DOCUMENTS" means,  collectively,  this Agreement (as qualified
by the Disclosure  Schedule) and the exhibits hereto,  the  Registration  Rights
Agreement  and  each  of  the  other  agreements,  documents,  certificates  and
instruments  entered into or furnished by the parties hereto in connection  with
the transactions contemplated hereby and thereby.

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

     "WARRANT  VALUE"  shall mean the fair value of all  warrants,  options  and
other similar  rights  issued to a third party in  connection  with an Alternate
Transaction,  determined by using a standard Black-Scholes  option-pricing model
using a reasonable  and  appropriate  expected  volatility  percentage  based on
applicable  volatility  data  from an  investment  banking  firm  of  nationally
recognized reputation.



                                       ix
<PAGE>
                                EXHIBIT A TO THE
                         COMMON STOCK PURCHASE AGREEMENT
                      FORM OF REGISTRATION RIGHTS AGREEMENT

                               (See Exhibit 10.2)

<PAGE>
                               EXHIBIT B-1 TO THE
                         COMMON STOCK PURCHASE AGREEMENT
                         FORM OF FIXED DRAW DOWN NOTICE

     Reference  is made to the  Common  Stock  Purchase  Agreement  dated  as of
February  18,  2014  (the  "PURCHASE   AGREEMENT")  between  Tungsten  Corp.,  a
corporation  organized  and existing  under the laws of the State of Nevada (the
"COMPANY"),  and Hanover Holdings I, LLC, a New York limited liability  company.
Capitalized  terms used and not otherwise defined herein shall have the meanings
given such terms in the Purchase  Agreement.  In accordance with and pursuant to
Section 3.1(a) of the Purchase  Agreement,  the Company hereby issues this Fixed
Draw Down  Notice to  exercise  a Draw Down for the Draw Down  Amount  Requested
indicated below.

Draw Down Amount Requested (number of Shares):
                                                      --------------------------
Fixed Purchase Price Per Share (indicate whether
lowest trade price on date hereof or average of
three lowest daily VWAPs in prior 10 Trading Days):
                                                      --------------------------
Total Aggregate Purchase Price:
                                                      --------------------------
Settlement Date:
                                                      --------------------------

     On behalf of the Company,  the undersigned hereby certifies to the Investor
that (i) the above Draw Down Amount  Requested does not exceed the Maximum Fixed
Draw Down Amount Requested,  (ii) the sale of Shares pursuant to this Fixed Draw
Down  Notice  shall not cause the  Company to sell or the  Investor  to purchase
shares of Common Stock which,  when  aggregated  with all purchases  made by the
Investor  pursuant  to all prior Draw Down  Notices  issued  under the  Purchase
Agreement,  would exceed the Aggregate Limit, (iii) to the Company's  Knowledge,
the sale of Shares  pursuant to this Fixed Draw Down Notice  shall not cause the
Company to sell or the  Investor to purchase  shares of Common Stock which would
cause the aggregate number of shares of Common Stock then beneficially owned (as
calculated  pursuant  to  Section  13(d)  of the  Exchange  Act and  Rule  13d-3
promulgated  thereunder)  by the  Investor  and its  Affiliates  to  exceed  the
Ownership  Limitation,  (iv) as of the date hereof, the Company does not possess
any  material  non-public  information,  and  (v)  the  Company  has  performed,
satisfied and complied in all material  respects with all covenants,  agreements
and conditions  required by the Purchase  Agreement and the Registration  Rights
Agreement to be performed, satisfied or complied with by the Company at or prior
to the date  hereof  and shall  perform,  satisfy  and  comply  in all  material
respects with all covenants,  agreements and conditions required by the Purchase
Agreement and the Registration  Rights  Agreement to be performed,  satisfied or
complied  with by the  Company at or prior to the  applicable  settlement  date,
including  without  limitation,  delivery  of all  certificates  and bring  down
opinions required to be delivered by the Purchase Agreement.

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

                                           Address:
                                           Facsimile No.

AGREED AND ACCEPTED

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

                                      B-1
<PAGE>
                               EXHIBIT B-2 TO THE
                         COMMON STOCK PURCHASE AGREEMENT
                        FORM OF REGULAR DRAW DOWN NOTICE

     Reference  is made to the  Common  Stock  Purchase  Agreement  dated  as of
February  18,  2014  (the  "PURCHASE   AGREEMENT")  between  Tungsten  Corp.,  a
corporation  organized  and existing  under the laws of the State of Nevada (the
"COMPANY"),  and Hanover Holdings I, LLC, a New York limited liability  company.
Capitalized  terms used and not otherwise defined herein shall have the meanings
given such terms in the Purchase  Agreement.  In accordance with and pursuant to
Section 3.1(b) of the Purchase Agreement, the Company hereby issues this Regular
Draw Down  Notice to  exercise  a Draw Down for the Draw Down  Amount  Requested
indicated below.

Draw Down Amount Requested (number of Shares):
                                                      --------------------------
Pricing Period start date:
                                                      --------------------------
Pricing Period end date:
                                                      --------------------------
Floor Price (calculated per Floor Price definition):
                                                      --------------------------
Settlement Date:
                                                      --------------------------

     On behalf of the Company,  the undersigned hereby certifies to the Investor
that (i) the above  Draw Down  Amount  Requested  does not  exceed  the  Maximum
Regular  Draw Down Amount  Requested,  (ii) the sale of Shares  pursuant to this
Regular  Draw Down Notice shall not cause the Company to sell or the Investor to
purchase  shares of Common Stock which,  when aggregated with all purchases made
by the  Investor  pursuant  to all prior  Draw  Down  Notices  issued  under the
Purchase  Agreement,  would exceed the Aggregate  Limit,  (iii) to the Company's
Knowledge,  the sale of Shares  pursuant to this  Regular Draw Down Notice shall
not cause the Company to sell or the Investor to purchase shares of Common Stock
which  would  cause  the  aggregate  number  of  shares  of  Common  Stock  then
beneficially owned (as calculated  pursuant to Section 13(d) of the Exchange Act
and Rule 13d-3  promulgated  thereunder)  by the Investor and its  Affiliates to
exceed the Ownership  Limitation,  (iv) as of the date hereof,  the Company does
not  possess  any  material  non-public  information,  and (v) the  Company  has
performed,  satisfied and complied in all material  respects with all covenants,
agreements   and  conditions   required  by  the  Purchase   Agreement  and  the
Registration Rights Agreement to be performed, satisfied or complied with by the
Company at or prior to the date hereof and shall perform,  satisfy and comply in
all material respects with all covenants,  agreements and conditions required by
the Purchase  Agreement and the  Registration  Rights Agreement to be performed,
satisfied  or  complied  with  by the  Company  at or  prior  to the  applicable
settlement date, including without limitation,  delivery of all certificates and
bring down opinions required to be delivered by the Purchase Agreement.

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

                                           Address:
                                           Facsimile No.

AGREED AND ACCEPTED

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

                                      B-2
<PAGE>
                                EXHIBIT C TO THE
                         COMMON STOCK PURCHASE AGREEMENT
                           CERTIFICATE OF THE COMPANY

                               CLOSING CERTIFICATE

                                 _________ 20__

     The  undersigned,  the  [___________]  of  Tungsten  Corp.,  a  corporation
organized  and existing  under the laws of the State of Nevada (the  "COMPANY"),
delivers  this   certificate  in  connection  with  the  Common  Stock  Purchase
Agreement,  dated as of February 18, 2014 (the "AGREEMENT"),  by and between the
Company and Hanover Holdings I, LLC, a New York limited  liability  company (the
"INVESTOR"),  and hereby  certifies on the date hereof that  (capitalized  terms
used  herein  without  definition  have  the  meanings  assigned  to them in the
Agreement):

     1. Attached hereto as EXHIBIT A is a true, complete and correct copy of the
Articles of Incorporation of the Company as filed with the Secretary of State of
the State of Nevada.  The Articles of Incorporation of the Company have not been
further  amended or restated,  and no document  with respect to any amendment to
the Articles of Incorporation of the Company has been filed in the office of the
Secretary  of State of the State of Nevada  since the date  shown on the face of
the state  certification  relating to the Company's  Articles of  Incorporation,
which is in full  force and  effect on the date  hereof,  and no action has been
taken by the Company in  contemplation of any such amendment or the dissolution,
merger or consolidation of the Company.

     2.  Attached  hereto as EXHIBIT B is a true and complete copy of the Bylaws
of the Company, as amended and restated through, and as in full force and effect
on,  the  date  hereof,  and no  proposal  for any  amendment,  repeal  or other
modification to the Bylaws of the Company has been taken or is currently pending
before the Board of Directors or stockholders of the Company.

     3. The Board of  Directors  of the Company has  approved  the  transactions
contemplated by the Transaction  Documents;  said approval has not been amended,
rescinded  or  modified  and  remains  in full  force and  effect as of the date
hereof.

     4. Each person who, as an officer of the Company, or as attorney-in-fact of
an officer of the Company, signed the Transaction Documents to which the Company
is a party,  was duly  elected,  qualified  and  acting as such  officer or duly
appointed  and acting as such  attorney-in-fact,  and the signature of each such
person appearing on any such document is his genuine signature.

     IN  WITNESS  WHEREOF,  I have  signed  my name as of the date  first  above
written.

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

                                      C-1
<PAGE>
                                EXHIBIT D TO THE
                         COMMON STOCK PURCHASE AGREEMENT
                             COMPLIANCE CERTIFICATE

     In  connection  with the  issuance  of shares of common  stock of  Tungsten
Corp.,  a  corporation  organized  and  existing  under the laws of the State of
Nevada (the "COMPANY"), pursuant to the Draw Down Notice, dated [_____________],
delivered  by the  Company  to  Hanover  Holdings  I,  LLC,  a New York  limited
liability  company (the "INVESTOR")  pursuant to Article III of the Common Stock
Purchase Agreement,  dated February 18, 2014, by and between the Company and the
Investor (the "AGREEMENT"),  the undersigned hereby certifies to the Investor as
follows:

     1. The undersigned is the duly appointed [_____________] of the Company.

     2.  Except  as  set  forth  in  the  attached  Disclosure   Schedule,   the
representations  and  warranties  of the  Company  set forth in Article V of the
Agreement  (i) that are not  qualified by  "materiality"  or  "Material  Adverse
Effect" are true and correct in all  material  respects as of [insert  Draw Down
Exercise  Date] and as of the date  hereof  with the same force and effect as if
made on such dates, except to the extent such representations and warranties are
as of another date, in which case, such  representations and warranties are true
and  correct in all  material  respects  as of such other date and (ii) that are
qualified by "materiality" or "Material  Adverse Effect" are true and correct as
of [insert  Draw Down  Exercise  Date] and as of the date  hereof  with the same
force  and  effect  as if  made  on  such  dates,  except  to  the  extent  such
representations  and  warranties  are as of another  date,  in which case,  such
representations and warranties are true and correct as of such other date.

     3. The Company  has  performed,  satisfied  and  complied  in all  material
respects with all covenants, agreements and conditions required by the Agreement
and the  Registration  Rights  Agreement to be performed,  satisfied or complied
with by the Company at or prior to [insert Draw Down Exercise Date] and the date
hereof.

     4. The  Shares  issuable  on the date  hereof in  respect  of the Draw Down
Notice  referenced  above shall be delivered  electronically  by  crediting  the
Investor's or its designees'  account at DTC through its  Deposit/Withdrawal  at
Custodian  (DWAC)  system,  and shall be freely  tradable and  transferable  and
without  restriction on resale. To the extent requested by the Investor pursuant
to  Section  10.1(iv)  under the  Agreement,  the  legend  set forth in  Section
10.1(iii) of the  Agreement has been removed from the  certificate  representing
the  Initial  Commitment  Shares in  accordance  with  Section  10.1(iv)  of the
Agreement.

     5. As of [insert Draw Down Exercise Date] and the date hereof,  the Company
did not and does not possess any material non-public information.

     Capitalized  terms used but not  otherwise  defined  herein  shall have the
meanings assigned to them in the Agreement.

     The   undersigned  has  executed  this   Certificate   this  [___]  day  of
[___________], 20[__].

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

                                      D-1
<PAGE>
                               DISCLOSURE SCHEDULE
                          RELATING TO THE COMMON STOCK
                PURCHASE AGREEMENT, DATED AS OF FEBRUARY 18, 2014
               BETWEEN TUNGSTEN CORP. AND HANOVER HOLDINGS I, LLC

     This  disclosure  schedule  is made and given  pursuant to Article V of the
Common  Stock   Purchase   Agreement,   dated  as  of  February  18,  2014  (the
"AGREEMENT"),   by  and  between  Tungsten  Corp.,  a  Nevada  corporation  (the
"Company"),  and Hanover Holdings I, LLC, a New York limited liability  company.
Unless the context otherwise requires,  all capitalized terms are used herein as
defined in the Agreement. The numbers below correspond to the section numbers of
representations  and warranties in the Agreement  most directly  modified by the
below exceptions.



                                      D-2
<PAGE>
         FORM OF OPINION OF OUTSIDE COUNSEL TO BE DELIVERED PURSUANT TO
             SECTION 7.2(XV) OF THE COMMON STOCK PURCHASE AGREEMENT
            DATED AS OF FEBRUARY 18, 2014 BETWEEN TUNGSTEN CORP. AND
                            HANOVER HOLDINGS I, LLC

                         [Company Counsel's Letterhead]

1.   The Company has been duly  incorporated and is validly existing and in good
     standing under the laws of the State of Nevada,  with full corporate  power
     and  authority  to own  its  properties  and to  conduct  its  business  as
     described in the Registration Statement and the Prospectus.  The Company is
     duly  qualified  to do  business  as a foreign  corporation  and is in good
     standing  in  every  jurisdiction  in  which  the  nature  of the  business
     conducted  or  property  owned by it makes  such  qualification  necessary,
     except for any  jurisdiction  in which the failure to be so qualified would
     not have a Material Adverse Effect.

2.   The Company has the  requisite  corporate  power and  authority to execute,
     deliver and perform its  obligations  under the  Transaction  Documents  to
     which it is a party  and to issue the  Securities  in  accordance  with the
     terms thereof. The execution and delivery by the Company of the Transaction
     Documents to which it is a party,  and the  consummation  by the Company of
     the transactions contemplated thereby (including,  without limitation,  the
     issuance of the  Securities)  have been duly and validly  authorized by all
     necessary  corporate action and, except for any consent or authorization of
     the Company's Board of Directors or a committee  thereof in connection with
     the delivery of a Draw Down Notice to the Investor,  no further  consent or
     authorization of the Company, its Board of Directors or its stockholders is
     required.

3.   Each of the Transaction  Documents to which the Company is a party has been
     duly executed and delivered by the Company and  constitutes a legal,  valid
     and binding obligation of the Company,  enforceable  against the Company in
     accordance with its terms,  subject to applicable  bankruptcy,  insolvency,
     fraudulent   conveyance,   reorganization,   moratorium  and  similar  laws
     affecting  creditors'  rights and remedies  generally,  and subject,  as to
     enforceability,  to general principles of equity,  including  principles of
     commercial  reasonableness,  good  faith and fair  dealing  (regardless  of
     whether enforcement is sought in a proceeding at law or in equity).

4.   The execution,  delivery and  performance by the Company of the Transaction
     Documents to which it is a party and the consummation by the Company of the
     transactions  contemplated  thereby  (including,  without  limitation,  the
     issuance of the  Securities) do not and will not: (i) violate the Company's
     Articles of  Incorporation  or bylaws  (the  "Governing  Documents");  (ii)
     violate the Nevada  Revised  Statutes,  or any federal or Florida  statute,
     rule or regulation  applicable to the Company;  (iii) require any consents,
     approvals,  or  authorizations  to be  obtained  by  the  Company,  or  any
     registrations,  declarations or filings to be made by the Company,  in each
     case,  under the Nevada Revised Statutes or any federal or Florida statute,
     rule or regulation applicable to the Company that have not been obtained or
     made;  (iv) conflict  with, or constitute a default (or an event which with
     notice or lapse of time or both would become a default)  under,  or give to

                                      D-3
<PAGE>
     others any rights of termination,  amendment,  acceleration or cancellation
     of, any material agreement, mortgage, deed of trust, indenture, note, bond,
     license, lease agreement,  instrument or obligation to which the Company is
     a party or is bound  that has been  filed as an exhibit to the Jumbo 8-K or
     any other  Commission  Document  filed  after the Jumbo 8-K;  (v) create or
     impose a lien,  charge or  encumbrance on any property of the Company under
     any  agreement  or  commitment  to which the Company is a party or is bound
     that has been filed as an exhibit to the Jumbo 8-K or any other  Commission
     Document filed after the Jumbo 8-K; or (vi) to our  knowledge,  result in a
     violation of any federal or state order,  judgment or decree  applicable to
     the Company or any of its Subsidiaries or by which any property or asset of
     the Company or any of its Subsidiaries are bound or affected.

5.   Assuming the accuracy of the  representations and warranties made by you in
     the Purchase  Agreement and your  compliance with the covenants made by you
     in the  Purchase  Agreement  and the  Registration  Rights  Agreement,  the
     offering,  sale and  issuance  of the  Securities  in  accordance  with the
     Transaction  Documents is exempt from the registration  requirements of the
     Securities Act of 1933, as amended (the "Securities Act").

6.   When  issued  in  accordance  with  the  Purchase  Agreement,  the  Initial
     Commitment  Shares  and  the  Additional  Commitment  Shares  will  be duly
     authorized and validly issued, fully paid and nonassessable, free and clear
     of all liens, charges, taxes, security interests,  encumbrances,  rights of
     first refusal,  preemptive or similar rights and other  encumbrances  under
     the Company's Governing  Documents,  the laws of the State of Nevada or any
     material  agreement,  mortgage,  deed  of  trust,  indenture,  note,  bond,
     license, lease agreement,  instrument or obligation to which the Company is
     a party or is bound  that has been  filed as an exhibit to the Jumbo 8-K or
     any other  Commission  Document  filed after the Jumbo 8-K. When issued and
     paid for in accordance with the Purchase Agreement, the Shares will be duly
     authorized and validly issued, fully paid and nonassessable, free and clear
     of all liens, charges, taxes, security interests,  encumbrances,  rights of
     first refusal,  preemptive or similar rights and other  encumbrances  under
     the Company's Governing  Documents,  the laws of the State of Nevada or any
     material  agreement,  mortgage,  deed  of  trust,  indenture,  note,  bond,
     license, lease agreement,  instrument or obligation to which the Company is
     a party or is bound  that has been  filed as an exhibit to the Jumbo 8-K or
     any other Commission  Document filed after the Jumbo 8-K. To our knowledge,
     the execution and delivery of the Registration Rights Agreement do not, and
     the  performance by the Company of its  obligations  thereunder  shall not,
     give rise to any rights of any other person for the registration  under the
     Securities  Act of any shares of Common  Stock or other  securities  of the
     Company which have not been waived.

7.   There is no action, suit, claim, investigation or proceeding pending or, to
     our  knowledge,  threatened  against  the Company or any  Subsidiary  which
     questions  the  validity  of  any  of  the  Transaction  Documents  or  the
     transactions  contemplated  thereby  or any  action  taken  or to be  taken
     pursuant thereto.  Except as set forth in the Commission Documents,  to our

                                      D-4
<PAGE>
     knowledge,  there is no action,  suit,  claim,  investigation or proceeding
     pending or threatened  against or involving the Company,  any Subsidiary or
     any of their respective properties or assets.

8.   The Company is not an "investment  company" or any entity  controlled by an
     "investment company," as such term is defined in the Investment Company Act
     of 1940, as amended.

9.   The  Registration  Statement has become effective under the Securities Act.
     With your consent, based solely on a telephonic confirmation by a member of
     the Staff of the Commission on [__________], 2014, no stop order suspending
     the  effectiveness of the Registration  Statement has been issued under the
     Securities Act and no  proceedings  therefor have been initiated or, to our
     knowledge threatened, by the Commission, and the Registrable Securities may
     be resold under the Securities Act pursuant to the Registration  Statement.
     Any required filing of the Prospectus and a Prospectus  Supplement pursuant
     to Rule 424 under the Securities Act has been made in accordance  with Rule
     424 under the Securities Act.

10.  The Registration  Statement,  as of the date it became  effective,  and the
     Prospectus and each Prospectus  Supplement,  as of its date, complied as to
     form in all  material  respects  with  the  requirements  for  registration
     statements on Form S-1 under the Act; it being understood, however, that we
     express  no  opinion  with  respect  to  Regulation  S-T or  the  financial
     statements,  schedules or other  financial data included in or incorporated
     by reference in or omitted from the Registration Statement,  the Prospectus
     or any  Prospectus  Supplement.  For  purposes of this  paragraph,  we have
     assumed  that  the  statements  made  in the  Registration  Statement,  the
     Prospectus and each Prospectus Supplement are correct and complete.

     In addition,  we have  participated in conferences  with officers and other
representatives of the Company and representatives of the independent registered
public  accounting  firm  for  the  Company,   at  which  the  contents  of  the
Registration Statement,  the Prospectus and each Prospectus Supplement,  and the
Commission Documents incorporated by reference therein, and related matters were
discussed  and,  although  we are  not  passing  upon,  and do  not  assume  any
responsibility  for, the accuracy,  completeness  or fairness of the  statements
contained  or  incorporated  by  reference in the  Registration  Statement,  the
Prospectus, each Prospectus Supplement, or the Commission Documents incorporated
by reference  therein,  and have not made any independent  check or verification
thereof, during the course of such participation, no facts came to our attention
that caused us to believe that the Registration Statement, at the time it became
effective  and as of the date hereof,  together  with the  Commission  Documents
incorporated  by  reference  therein,  at such  time and as of the date  hereof,
contained an untrue  statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the  statements  therein
not  misleading,  or that  the  Prospectus,  as of its  date  and as of the date
hereof,  together  with  the  Commission  Documents  incorporated  by  reference
therein,  at that date and as of the date hereof,  contained an untrue statement
of a material  fact or omitted to state a material  fact  necessary  to make the
statements  therein,  in light of the circumstances  under which they were made,
not  misleading;  it being  understood that we express no belief with respect to
the financial statements, the notes and schedules thereto, other financial data,
or exhibits  included in,  incorporated  by reference in, or omitted  from,  the
Registration Statement or the Prospectus.

                                      D-5
<PAGE>
         FORM OF OPINION "BRING DOWN" OF OUTSIDE COUNSEL TO BE DELIVERED
       PURSUANT TO SECTION 7.2(XV) OF THE COMMON STOCK PURCHASE AGREEMENT
              DATED AS OF FEBRUARY 18, 2014 BETWEEN TUNGSTEN CORP.
                          AND HANOVER HOLDINGS I, LLC

                         [Company Counsel's Letterhead]

1.   The  Registration  Statement has become effective under the Securities Act.
     With your consent, based solely on a telephonic confirmation by a member of
     the  Staff  of the  Commission  on  [_____]  [___],  20[_],  no stop  order
     suspending the effectiveness of the Registration  Statement has been issued
     under the Securities  Act and no  proceedings  therefor have been initiated
     or, to our knowledge  threatened,  by the  Commission,  and the Registrable
     Securities  may  be  resold  under  the  Securities  Act  pursuant  to  the
     Registration  Statement.  Any  required  filing  of  the  Prospectus  and a
     Prospectus  Supplement  pursuant to Rule 424 under the  Securities  Act has
     been made in accordance with Rule 424 under the Securities Act.

2.   Based on our inquiry of the Company's [______________],  no facts have come
     to our  attention  that  cause  us to  believe  that  any  of the  opinions
     expressed in our opinion letter to you dated  [_______],  2014 are not true
     and correct as of the date hereof.

     In addition,  we have  participated in conferences  with officers and other
representatives of the Company and representatives of the independent registered
public  accounting  firm  for  the  Company,   at  which  the  contents  of  the
Registration Statement,  the Prospectus and each Prospectus Supplement,  and the
Commission Documents incorporated by reference therein, and related matters were
discussed  and,  although  we are  not  passing  upon,  and do  not  assume  any
responsibility  for, the accuracy,  completeness  or fairness of the  statements
contained  or  incorporated  by  reference in the  Registration  Statement,  the
Prospectus, each Prospectus Supplement, or the Commission Documents incorporated
by reference  therein,  and have not made any independent  check or verification
thereof, during the course of such participation, no facts came to our attention
that caused us to believe that the Registration Statement, at the time it became
effective  and as of the date hereof,  together  with the  Commission  Documents
incorporated  by  reference  therein,  at such  time and as of the date  hereof,
contained an untrue  statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the  statements  therein
not  misleading,  or that  the  Prospectus,  as of its  date  and as of the date
hereof,  together  with  the  Commission  Documents  incorporated  by  reference
therein,  at that date and as of the date hereof,  contained an untrue statement
of a material  fact or omitted to state a material  fact  necessary  to make the
statements  therein,  in light of the circumstances  under which they were made,
not  misleading;  it being  understood that we express no belief with respect to
the financial statements, the notes and schedules thereto, other financial data,
or exhibits  included in,  incorporated  by reference in, or omitted  from,  the
Registration Statement or the Prospectus.

                                      D-6