DRAFT 4/30


                         COMMON STOCK PURCHASE AGREEMENT

         COMMON STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of May 04,
2001, by and between UNCOMMON MEDIA GROUP, INC., a Florida corporation (the
"Company"), and FUSION CAPITAL FUND II, LLC (together with its permitted
assigns, the "Buyer"). Capitalized terms used herein and not otherwise defined
herein are defined in Section 10 hereof.

                                    WHEREAS:

         Subject to the terms and conditions set forth in this Agreement, the
Company wishes to sell to the Buyer, and the Buyer wishes to buy from the
Company, up to Ten Million Dollars ($10,000,000) of the Company's common stock,
par value $.01 per share (the "Common Stock"). The shares of Common Stock to be
purchased hereunder are referred to herein as the "Purchase Shares."

         NOW THEREFORE, the Company and the Buyer hereby agree as follows:

         1. PURCHASE OF COMMON STOCK.

         Subject to the terms and conditions set forth in Sections 6, 7 and 9
below, the Company hereby agrees to sell to the Buyer, and the Buyer hereby
agrees to purchase from the Company, shares of Common Stock as follows:

         (a) Commencement of Purchases of Common Stock. The purchase and sale of
Common Stock hereunder shall commence (the "Commencement") within five (5)
Trading Days following the date of satisfaction (or waiver) of the conditions to
the Commencement set forth in Sections 6 and 7 below, (the date of such
Commencement, the "Commencement Date"). Notwithstanding anything in this
Agreement to the contrary, in the event that the Buyer pays any Prepaid Amount
(as defined in Section 1(b) below) to the Company at any time, and from time to
time, prior to the Commencement, the Company agrees to issue, sell and deliver
or cause to be delivered to the Buyer, upon submission of a Purchase Notice,
shares of Common Stock in accordance with Section 1 of this Agreement as if the
Commencement had occurred. In the event the Company is unable to deliver or
cause to be delivered to the Buyer shares of Common Stock which are freely
tradable without restriction under the 1933 Act, than the Company shall be
required to deliver shares of Common Stock that are "restricted" under the 1933
Act in satisfaction of any Purchase Notice delivered to the Company prior to the
Commencement.

         (b) Buyer's Purchase Rights and Obligations. Subject to the provisions
of Sections 1(d), the Buyer shall purchase shares of Common Stock during each
Monthly Period equal to the Monthly Base Amount at the Purchase Price in
accordance with Section 1(e). At the Company's request, the Buyer may, but shall
not be obligated to, in the Buyer's sole discretion, make cash advances to the
Company in such amounts as the Buyer and the Company shall mutually determine as
an advance against future purchases under this Agreement (the current balance of
such advances is referred to herein as the "Prepaid Amount"). The outstanding
balance of the Prepaid Amount shall increase as any cash advances are paid to
the Company. In order to satisfy the Buyer's obligation to pay the Purchase
Amount for the purchase of Purchase Shares hereunder, the Prepaid Amount shall
be reduced by the applicable Purchase Amount as the Buyer submits Purchase
Notices hereunder. The Company shall have the right at any time to repay to the
Buyer the outstanding balance of the Prepaid Amount in cash to the extent the
Buyer has not submitted a Purchase Notice with respect thereto. The buyer shall
have the right to require the Company to repar the Prepaid Amount in full at any
time, for any reason or for no reason, and the Company shall repay the Prepaid
Amount in full immediately upon demand by the Buyer. At any time when the
outstanding balance of the Prepaid Amount is zero, the Buyer shall, within three
(3) Trading Days of receipt of Purchase Shares, pay to the Company an amount
equal to the Purchase Amount with respect to such Purchase Shares as full


<PAGE>

payment for the purchase of the Purchase Shares so received.. The Company shall
not issue any fraction of a share of Common Stock upon any purchase. All shares
of Common Stock (including fractions thereof) issuable upon a purchase under
this Agreement shall be aggregated for purposes of determining whether the
purchase would result in the issuance of a fraction of a share of Common Stock.
If, after the aforementioned aggregation, the issuance would result in the
issuance of a fraction of a share of Common Stock, the Company shall round such
fraction of a share of Common Stock up or down to the nearest whole share. All
payments made under this Agreement shall be made in lawful money of the United
States of America by check or wire transfer of immediately available funds to
such account as the Company may from time to time designate by written notice in
accordance with the provisions of this Agreement. Whenever any amount expressed
to be due by the terms of this Agreement is due on any day which is not a
Trading Day, the same shall instead be due on the next succeeding day which is a
Trading Day.

         (c) Company's Mandatory Purchase Rights. If (A) the Closing Sale Price
of the Common Stock on each of the five (5) Trading Days immediately prior to
the first Trading Day of any Monthly Period is at least $8.00 and (B) no Event
of Default has occurred and is continuing, then the Company shall have the
right, so long as no Event of Default has occurred and is continuing and so long
as the Sale Price of the Common Stock remains at least $8.00 during such Monthly
Periods, by delivering written notice (a "Mandatory Purchase Notice") to the
Buyer on or prior to the first Trading Day of such Monthly Period to require
that the Buyer purchase at the applicable Purchase Price such Available Amount
as specified by the Company in the Mandatory Purchase Notice during the next two
Monthly Periods on such Trading Days during such Monthly Periods as the Buyer
shall determine. The Company acknowledges and agrees that the Company's
Mandatory Purchase rights represent an agreement by the Buyer to extend
financial accommodations to the Company. Accordingly, it shall be a condition to
the exercise of the Company's Mandatory Purchase Rights that no Event of Default
shall have occurred and is continuing, and the Company's delivery of a Mandatory
Purchase Notice shall be deemed a representation to the Buyer that no Event of
Default has occurred and is continuing. The Company may revoke a Mandatory
Purchase Notice, in whole or in part, by delivering written notice thereof to
the Buyer (a "Revocation of Mandatory Purchase Notice"). A Revocation of
Mandatory Purchase Notice shall be effective only as to Purchase Notices which
are in excess of the Monthly Base Amount and which have a Purchase Date later
than three (3) Trading Days after receipt by the Buyer of the Revocation of
Mandatory Purchase Notice. Any Purchase Notices submitted by the Buyer which
have a Purchase Date on or prior to the third (3rd) Trading Day after receipt by
the Buyer of the Revocation of Mandatory Purchase Notice must be honored by the
Company as otherwise provided herein.

         (d) Limitations on Purchases.
             ------------------------

                  (i)      Intentionally Omitted.
                           ----------------------

                  (ii) Limitation on Beneficial Ownership. The Company shall not
         effect any purchase under this Agreement and the Buyer shall not have
         the right to purchase shares of Common Stock under this Agreement to
         the extent that after giving effect to such purchase the Buyer together
         with its affiliates would beneficially own in excess of 4.9% of the
         outstanding shares of the Common Stock following such purchase. For
         purposes hereof, the number of shares of Common Stock beneficially
         owned by the Buyer and its affiliates or acquired by the Buyer and its
         affiliates, as the case may be, shall include the number of shares of
         Common Stock issuable in connection with a Purchase Notice under this



                                       2
<PAGE>

         Agreement with respect to which the determination is being made, but
         shall exclude the number of shares of Common Stock which would be
         issuable upon (1) a purchase of the remaining Available Amount which
         has not been submitted for purchase, and (2) exercise or conversion of
         the unexercised or unconverted portion of any other securities of the
         Company (including, without limitation, any warrants) subject to a
         limitation on conversion or exercise analogous to the limitation
         contained herein beneficially owned by the Buyer and its affiliates. If
         the 4.9% limitation is ever reached the Company shall have the option
         to increase such limitation to 9.9% by delivery of written notice to
         the Buyer. Thereafter, if the 9.9% limitation is ever reached this
         shall not effect or limit the Buyer's obligation to purchase the
         Monthly Base Amount or the Company's Mandatory Purchase Rights as
         otherwise provided in this Agreement. For purposes of this Section, in
         determining the number of outstanding shares of Common Stock the Buyer
         may rely on the number of outstanding shares of Common Stock as
         reflected in (1) the Company's most recent Form 10-Q or Form 10-K, as
         the case may be, (2) a more recent public announcement by the Company
         or (3) any other written communication by the Company or its transfer
         agent setting forth the number of shares of Common Stock outstanding.
         Upon the reasonable written or oral request of the Buyer, the Company
         shall promptly confirm orally and in writing to the Buyer the number of
         shares of Common Stock then outstanding. In any case, the number of
         outstanding shares of Common Stock shall be determined after giving
         effect to any purchases under this Agreement by the Buyer since the
         date as of which such number of outstanding shares of Common Stock was
         reported. Except as otherwise set forth herein, for purposes of this
         Section 1(d)(ii), beneficial ownership shall be determined in
         accordance with Section 13(d) of the Securities Exchange Act of 1934,
         as amended.

                  (iii) Company's Right to Suspend Purchases. If at any time the
         outstanding balance of the Prepaid Amount is zero and the Closing Sale
         Price of the Common Stock is below the Fixed Purchase Price for three
         consecutive Trading Days, the Company shall have one (1) Trading Day
         from the last day of such three consecutive Trading Day period to give
         written notice (a "Purchase Suspension Notice") to the Buyer suspending
         any and all purchases by the Buyer under this Agreement. The Purchase
         Suspension Notice shall be effective only for Purchase Notices which
         have a Purchase Date later than one (1) Trading Day after receipt of
         the Purchase Suspension Notice by the Buyer. The Purchase Suspension
         Notice shall not be effective for any Purchase Notices submitted by the
         Buyer in satisfaction of the Prepaid Amount. Any Purchase Notices
         submitted by the Buyer which have a Purchase Date on or prior to the
         first (1st) Trading Day after receipt by the Buyer of the Company's
         Purchase Suspension Notice must be honored by the Company as otherwise
         provided herein. Such purchase suspension shall continue in effect
         until the earlier of: (A) revocation in writing by the Company, at its
         sole discretion; (B) such time as the Sale Price of the Common Stock is
         above the Fixed Purchase Price or (C) such time as the outstanding
         balance of the Prepaid Amount is greater than zero. While a Purchase
         Suspension Notice from the Company is in effect, the Buyer shall not
         purchase any Purchase Shares from the Company under Section 1 of this
         Agreement.

         (e) Mechanics of Purchasing. The purchase of shares of Common Stock
under this Agreement shall be conducted in the following manner:

                  (i) Buyer's Delivery Requirements. To purchase shares of
         Common Stock under this Agreement on any date, the Buyer shall transmit
         by facsimile (or otherwise deliver) on or prior to 11:59 p.m., Central
         Time on such date, a copy of a fully executed notice of purchase
         substantially in the form attached hereto as EXHIBIT A (the "Purchase
         Notice") to the Company.


                                       3
<PAGE>

                  (ii) Company's Response. Upon receipt by the Company of a copy
         of a Purchase Notice, the Company shall as soon as practicable, but in
         no event later than one (1) Trading Day after receipt of such Purchase
         Notice, send via facsimile (or otherwise deliver), a confirmation of
         receipt of such Purchase Notice in the form attached hereto as EXHIBIT
         B (a "Company Confirmation of Purchase Notice") to (1) the Buyer and
         (2) along with a copy of the Purchase Notice, the Company's designated
         transfer agent (the "Transfer Agent"), which confirmation shall
         constitute an irrevocable instruction to the Transfer Agent to process
         such Purchase Notice in accordance with the terms herein. Upon receipt
         by the Transfer Agent of a copy of the executed Purchase Notice and a
         copy of the applicable Company Confirmation of Purchase Notice, the
         Transfer Agent shall, on the first (1st) Trading Day following the date
         of receipt of the Company Confirmation of Purchase Notice, (A) provided
         the Transfer Agent is participating in The Depository Trust Company's
         ("The DTC") Fast Automated Securities Transfer Program, credit such
         aggregate number of shares of Common Stock to which the Buyer shall be
         entitled to the Buyer's or its designee's balance account with The DTC
         through its Deposit Withdrawal At Custodian ("DWAC") system, or (B) if
         the Transfer Agent is not participating in The DTC Fast Automated
         Securities Transfer Program and DWAC system, issue and surrender to a
         common carrier for overnight delivery to the address as specified in
         the Purchase Notice, a certificate, registered in the name of the Buyer
         or its designee, for the number of shares of Common Stock to which the
         Buyer shall be entitled.

                  (iii) Dispute Resolution. In the case of a dispute as to the
         determination of the Purchase Price, the Company shall instruct the
         Transfer Agent to issue to the Buyer the number of shares of Common
         Stock that is not disputed and shall submit the disputed determinations
         or arithmetic calculations to the Buyer via facsimile within one (1)
         Trading Day of receipt of the Buyer's Purchase Notice. If the Buyer and
         the Company are unable to agree upon the determination of the Purchase
         Price within one (1) Trading Day of such disputed determination being
         submitted to the Buyer, then the Company shall within one (1) Trading
         Day submit via facsimile the disputed determination of the Purchase
         Price to an independent, reputable investment bank selected by the
         Company and approved by the Buyer. The Company shall use its reasonably
         best efforts to cause the investment bank to perform the determinations
         and notify the Company and the Buyer of the results no later than the
         fifth (5th) day after the date it receives the disputed determination
         of Purchase Price. Such investment bank's determination shall be
         binding upon all parties absent manifest error.

                  (iv) Record Holder. The person or persons entitled to receive
         the shares of Common Stock issuable upon a purchase under this
         Agreement shall be treated for all purposes as the record holder or
         holders of such shares of Common Stock on the Purchase Date.

                  (v) Company's Failure to Timely Deliver Shares. If within five
         (5) Trading Days after the Company's receipt of a copy of the Purchase
         Notice properly submitted in accordance with the term and conditions of
         this Agreement (subject to extension in accordance with Section
         1(e)(iii) for a good faith dispute made in accordance with the terms of
         Section 1(e)(iii)) (the "Share Delivery Period"), the Transfer Agent
         fails to issue Purchase Shares via credit to the Buyer's account with
         The DTC for the number of Purchase Shares to which the Buyer is
         entitled upon the Buyer's submission of the applicable Purchase Notice
         (a "Purchase Failure"), in addition to all other available remedies
         which the Buyer may pursue under applicable laws and this Agreement
         (including indemnification obligations of the Company set forth in
         Section 8 hereof), the Company shall pay in cash, on demand, additional
         damages to the Buyer for each day after such fifth (5th) Trading Day
         that the issuance of such Purchase Shares is not timely effected, in an
         amount equal to 1.5% of the product of (I) the number of Purchase
         Shares not issued to the Buyer on a timely basis pursuant to Section
         1(e)(ii) and to which the Buyer is entitled and (II) the Closing Sale
         Price of the Common Stock on the Purchase Date.


                                       4
<PAGE>

                  (vi) Book Entry. Notwithstanding anything to the contrary set
         forth herein, upon purchase of any portion of the Available Amount in
         accordance with the terms hereof, the Buyer shall not be required to
         physically surrender this Agreement to the Company. The Buyer and the
         Company shall each maintain records showing the remaining Available
         Amount and the dates and Purchase Amounts for each purchase or shall
         use such other method, reasonably satisfactory to the Buyer and the
         Company, so as not to require physical surrender of this Agreement upon
         each purchase. The Buyer and any assignee, by acceptance of this
         Agreement, acknowledge and agree that, by reason of the provisions of
         this paragraph, following purchase of any portion of the Available
         Amount, the remaining Available Amount under this Agreement shall be
         less than the aggregate Available Amount set forth on the face hereof.

         (f) Taxes. The Company shall pay any and all taxes that may be payable
with respect to the issuance and delivery of any shares of Common Stock to the
Buyer made under of this Agreement.


         2. BUYER'S REPRESENTATIONS AND WARRANTIES.

         The Buyer represents and warrants to the Company that:

         (a) Investment Purpose. The Buyer is entering into this Agreement and
acquiring the Commitment Shares (as defined in Section 4(f) hereof) (this
Agreement and the Commitment Shares are collectively referred to herein as the
"Securities"), for its own account for investment only and not with a view
towards, or for resale in connection with, the public sale or distribution
thereof; provided however, by making the representations herein, the Buyer does
not agree to hold any of the Securities for any minimum or other specific term.

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

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

         (d) Information. The Buyer has been furnished with all materials
relating to the business, finances and operations of the Company and materials
relating to the offer and sale of the Securities that have been reasonably
requested by the Buyer, including, without limitation, the SEC Documents (as
defined in Section 3(f) hereof). The Buyer understands that its investment in
the Securities involves a high degree of risk. The Buyer (i) is able to bear the
economic risk of an investment in the Securities including a total loss, (ii)
has such knowledge and experience in financial and business matters that it is
capable of evaluating the merits and risks of the proposed investment in the
Securities and (iii) has had an opportunity to ask questions of and receive
answers from the officers of the Company concerning the financial condition and
business of the Company and others matters related to an investment in the
Securities. Neither such inquiries nor any other due diligence investigations
conducted by the Buyer or its representatives shall modify, amend or affect the
Buyer's right to rely on the Company's representations and warranties contained
in Section 3 below. The Buyer has sought such accounting, legal and tax advice
as it has considered necessary to make an informed investment decision with
respect to its acquisition of the Securities.


                                       5
<PAGE>

         (e) No Governmental Review. The Buyer understands that no United States
federal or state agency or any other government or governmental agency has
passed on or made any recommendation or endorsement of the 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.

         (f) Transfer or Resale. The Buyer understands that except as provided
in the Registration Rights Agreement (as defined in Section 6(a) hereof): (i)
the Securities have not been and are not being registered under the 1933 Act or
any state securities laws, and may not be offered for sale, sold, assigned or
transferred unless (A) subsequently registered thereunder or (B) an exemption
exists permitting such Securities to be sold, assigned or transferred without
such registration; (ii) any sale of the Securities made in reliance on Rule 144
may be made only in accordance with the terms of Rule 144 and further, if Rule
144 is not applicable, any resale of the Securities under circumstances in which
the seller (or the person through whom the sale is made) may be deemed to be an
underwriter (as that term is defined in the 1933 Act) may require compliance
with some other exemption under the 1933 Act or the rules and regulations of the
SEC thereunder; and (iii) neither the Company nor any other person is under any
obligation to register the Securities under the 1933 Act or any state securities
laws or to comply with the terms and conditions of any exemption thereunder.

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

         (h) Residency. The Buyer is a resident of the State of Illinois.

         (i) No Prior Short Selling. The Buyer represents and warrants to the
Company that at no time prior to the date of this Agreement has any of the
Buyer, its agents, associates, representatives or affiliates engaged in or
effected, in any manner whatsoever, directly or indirectly, any (i) "short sale"
(as such term is defined in Rule 3b-3 of the 1934 Act) of the Common Stock or
(ii) hedging transaction, which establishes a net short position with respect to
the Common Stock.

         3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

         The Company represents and warrants to the Buyer that:

         (a) Organization and Qualification. The Company and its "Subsidiaries"
(which for purposes of this Agreement means any entity in which the Company,
directly or indirectly, owns 50% or more of the voting stock or capital stock or
other similar equity interests) are corporations duly organized and validly
existing in good standing under the laws of the jurisdiction in which they are
incorporated, and have the requisite corporate power and authority to own their
properties and to carry on their business as now being conducted. Each of the
Company and its Subsidiaries is duly qualified as a foreign corporation to do
business and is in good standing in every jurisdiction in which its ownership of
property or the nature of the business conducted by it makes such qualification
necessary, except to the extent that the failure to be so qualified or be in
good standing could not reasonably be expected to have a Material Adverse



                                       6
<PAGE>

Effect. As used in this Agreement, "Material Adverse Effect" means any material
adverse effect on any of: (i) the business, properties, assets, operations,
results of operations or financial condition of the Company and its
Subsidiaries, if any, taken as a whole, (ii) the value of the Common Stock,
(iii) the transactions contemplated hereby or by the agreements and instruments
to be entered into in connection herewith or (iv) the authority or ability of
the Company to perform its obligations under the Transaction Documents (as
defined in Section 3(b) hereof). The Company has no Subsidiaries except as set
forth on Schedule 3(a).

         (b) Authorization; Enforcement; Validity. (i) The Company has the
requisite corporate power and authority to enter into and perform its
obligations under this Agreement, the Registration Rights Agreement (as defined
in Section 6(a) hereof) and each of the other agreements entered into by the
parties hereto in connection with the transactions contemplated by this
Agreement (collectively, the "Transaction Documents"), and to issue the
Securities in accordance with the terms hereof and thereof, (ii) the execution
and delivery of the Transaction Documents by the Company and the consummation by
it of the transactions contemplated hereby and thereby, including without
limitation, the issuance of the Commitment Shares and the reservation for
issuance and the issuance of the Purchase Shares issuable under this Agreement,
have been duly authorized by the Company's Board of Directors and no further
consent or authorization is required by the Company, its Board of Directors or
its shareholders, (iii) this Agreement has been, and each other Transaction
Document shall be on the Commencement Date, duly executed and delivered by the
Company and (iv) this Agreement constitutes, and each other Transaction Document
upon its execution on behalf of the Company, shall constitute, the valid and
binding obligations of the Company enforceable against the Company in accordance
with their terms, except as such enforceability may be limited by general
principles of equity or applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation or similar laws relating to, or affecting generally, the
enforcement of creditors' rights and remedies.

         (c) Capitalization. As of the date hereof, the authorized capital stock
of the Company consists of (i) 200,000,000 shares of Common Stock, of which as
of the date hereof, 31,040,177 shares are issued and outstanding, no shares are
held as treasury shares, no shares are reserved for issuance pursuant to the
Company's stock option plansand 100,000 shares are issuable and reserved for
issuance pursuant to securities (other than stock options issued pursuant to the
Company's stock option plans) exercisable or exchangeable for, or convertible
into, shares of Common Stock and (ii) 500,000 shares of Preferred Stock, $.01
par value of which as of the date hereof no shares are issued and outstanding.
All of such outstanding shares have been, or upon issuance will be, validly
issued and are fully paid and nonassessable. Except as disclosed in Schedule
3(c), (i) no shares of the Company's capital stock are subject to preemptive
rights or any other similar rights or any liens or encumbrances suffered or
permitted by the Company, (ii) there are no outstanding debt securities, (iii)
there are no outstanding options, warrants, scrip, rights to subscribe to, calls
or commitments of any character whatsoever relating to, or securities or rights
convertible into, any shares of capital stock of the Company or any of its
Subsidiaries, or contracts, commitments, understandings or arrangements by which
the Company or any of its Subsidiaries is or may become bound to issue
additional shares of capital stock of the Company or any of its Subsidiaries or
options, warrants, scrip, rights to subscribe to, calls or commitments of any
character whatsoever relating to, or securities or rights convertible into, any
shares of capital stock of the Company or any of its Subsidiaries, (iv) there
are no agreements or arrangements under which the Company or any of its
Subsidiaries is obligated to register the sale of any of their securities under
the 1933 Act (except the Registration Rights Agreement), (v) there are no
outstanding securities or instruments of the Company or any of its Subsidiaries
which contain any redemption or similar provisions, and there are no contracts,
commitments, understandings or arrangements by which the Company or any of its
Subsidiaries is or may become bound to redeem a security of the Company or any
of its Subsidiaries, (vi) there are no securities or instruments containing
anti-dilution or similar provisions that will be triggered by the issuance of



                                       7
<PAGE>

the Securities as described in this Agreement and (vii) the Company does not
have any stock appreciation rights or "phantom stock" plans or agreements or any
similar plan or agreement. The Company has furnished to the Buyer true and
correct copies of the Company's Certificate of Incorporation, as amended and as
in effect on the date hereof (the "Certificate of Incorporation"), and the
Company's By-laws, as amended and as in effect on the date hereof (the
"By-laws"), and summaries of the terms of all securities convertible into or
exercisable for Common Stock, if any, and copies of any documents containing the
material rights of the holders thereof in respect thereto.

         (d) Issuance of Securities. The Commitment Shares have been duly
authorized and, upon issuance in accordance with the terms hereof, shall be (i)
validly issued, fully paid and non-assessable and (ii) free from all taxes,
liens and charges with respect to the issue thereof. _________ shares of Common
Stock have been duly authorized and reserved for issuance upon purchase under
this Agreement. Upon issuance and payment therefore in accordance with the terms
and conditions of this Agreement, the Purchase Shares shall be validly issued,
fully paid and nonassessable and free from all taxes, liens and charges with
respect to the issue thereof, with the holders being entitled to all rights
accorded to a holder of Common Stock.

         (e) No Conflicts. Except as disclosed in Schedule 3(e), the execution,
delivery and performance of the Transaction Documents by the Company and the
consummation by the Company of the transactions contemplated hereby and thereby
(including, without limitation, the reservation for issuance and issuance of the
Purchase Shares) will not (i) result in a violation of the Certificate of
Incorporation, any Certificate of Designations, Preferences and Rights of any
outstanding series of preferred stock of the Company or the By-laws or (ii)
conflict with, or constitute a default (or an event which with notice or lapse
of time or both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, any agreement,
indenture or instrument to which the Company or any of its Subsidiaries is a
party, or result in a violation of any law, rule, regulation, order, judgment or
decree (including federal and state securities laws and regulations and the
rules and regulations of the Principal Market applicable to the Company or any
of its Subsidiaries) or by which any property or asset of the Company or any of
its Subsidiaries is bound or affected, except in the case of conflicts, defaults
and violations under clause (ii), which could not reasonably be expected to
result in a Material Adverse Effect. Except as disclosed in Schedule 3(e),
neither the Company nor its Subsidiaries is in violation of any term of or in
default under its Certificate of Incorporation, any Certificate of Designation,
Preferences and Rights of any outstanding series of preferred stock of the
Company or By-laws or their organizational charter or by-laws, respectively.
Except as disclosed in Schedule 3(e), neither the Company nor any of its
Subsidiaries is in violation of any term of or is in default under any material
contract, agreement, mortgage, indebtedness, indenture, instrument, judgment,
decree or order or any statute, rule or regulation applicable to the Company or
its Subsidiaries, except for possible conflicts, defaults, terminations or
amendments which could not reasonably be expected to have a Material Adverse
Effect. The business of the Company and its Subsidiaries is not being conducted,
and shall not be conducted, in violation of any law, ordinance, regulation of
any governmental entity, except for possible violations, the sanctions for which
either individually or in the aggregate could not reasonably be expected to have
a Material Adverse Effect. Except as specifically contemplated by this Agreement
and as required under the 1933 Act, the Company is not required to obtain any
consent, authorization or order of, or make any filing or registration with, any
court or governmental agency or any regulatory or self-regulatory agency in
order for it to execute, deliver or perform any of its obligations under or
contemplated by the Transaction Documents in accordance with the terms hereof or
thereof. Except as disclosed in Schedule 3(e), all consents, authorizations,
orders, filings and registrations which the Company is required to obtain
pursuant to the preceding sentence shall be obtained or effected on or prior to
the Commencement Date. Except as disclosed in Schedule 3(e), the Company is not
and has not been since January 1, 1999, in violation of the listing requirements
of the Principal Market.


                                       8
<PAGE>

         (f) SEC Documents; Financial Statements. Except as disclosed in
Schedule 3(f), since January 1, 2000, the Company has timely filed all reports,
schedules, forms, statements and other documents required to be filed by it with
the SEC pursuant to the reporting requirements of the Securities Exchange Act of
1934, as amended (the "1934 Act") (all of the foregoing filed prior to the date
hereof and all exhibits included therein and financial statements and schedules
thereto and documents incorporated by reference therein being hereinafter
referred to as the "SEC Documents"). As of their respective dates (except as
they have been correctly amended), the SEC Documents complied in all material
respects with the requirements of the 1934 Act and the rules and regulations of
the SEC promulgated thereunder applicable to the SEC Documents, and none of the
SEC Documents, at the time they were filed with the SEC (except as they may have
been correctly amended), contained any untrue statement of a material fact or
omitted 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. As of their respective dates (except as they
have been correctly amended), the financial statements of the Company included
in the SEC Documents complied as to form in all material respects with
applicable accounting requirements and the published rules and regulations of
the SEC with respect thereto. Such financial statements have been prepared in
accordance with generally accepted accounting principles, consistently applied,
during the periods involved (except (i) as may be otherwise indicated in such
financial statements or the notes thereto or (ii) in the case of unaudited
interim statements, to the extent they may exclude footnotes or may be condensed
or summary statements) and fairly present in all material respects the financial
position of the Company as of the dates thereof and the results of its
operations and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit adjustments).

         (g) Absence of Certain Changes. Except as disclosed in Schedule 3(g),
since September 30, 2000, there has been no material adverse change in the
business, properties, operations, financial condition or results of operations
of the Company or its Subsidiaries. The Company has not taken any steps, and
does not currently expect to take any steps, to seek protection pursuant to any
bankruptcy law nor does the Company or any of its Subsidiaries have any
knowledge or reason to believe that its creditors intend to initiate involuntary
bankruptcy proceedings.

         (h) Absence of Litigation. There is no action, suit, proceeding,
inquiry or investigation before or by any court, public board, government
agency, self-regulatory organization or body pending or, to the knowledge of the
Company or any of its Subsidiaries, threatened against or affecting the Company,
the Common Stock or any of the Company's Subsidiaries or any of the Company's or
the Company's Subsidiaries' officers or directors in their capacities as such,
which could reasonably be expected to have a Material Adverse Effect. A
description of each action, suit, proceeding, inquiry or investigation before or
by any court, public board, government agency, self-regulatory organization or
body which, as of the date of this Agreement, is pending or threatened in
writing against or affecting the Company, the Common Stock or any of the
Company's Subsidiaries or any of the Company's or the Company's Subsidiaries'
officers or directors in their capacities as such, is set forth in Schedule
3(h).

         (i) Acknowledgment Regarding Buyer's Status. The Company acknowledges
and agrees that the Buyer is acting solely in the capacity of arm's length
purchaser with respect to the Transaction Documents and the transactions
contemplated hereby and thereby. The Company further acknowledges that the Buyer
is not acting as a financial advisor or fiduciary of the Company (or in any
similar capacity) with respect to the Transaction Documents and the transactions
contemplated hereby and thereby and any advice given by the Buyer or any of its
representatives or agents in connection with the Transaction Documents and the



                                       9
<PAGE>

transactions contemplated hereby and thereby is merely incidental to the Buyer's
purchase of the Securities. The Company further represents to the Buyer that the
Company's decision to enter into the Transaction Documents has been based solely
on the independent evaluation by the Company and its representatives and
advisors.

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

         (k) No Integrated Offering. Neither the Company, nor any of its
affiliates, nor any person acting on its or their behalf has, directly or
indirectly, made any offers or sales of any security or solicited any offers to
buy any security, under circumstances that would require registration of any of
the Securities under the 1933 Act or cause this offering of the Securities to be
integrated with prior offerings by the Company for purposes of the 1933 Act or
any applicable shareholder approval provisions, including, without limitation,
under the rules and regulations of any exchange or automated quotation system on
which any of the securities of the Company are listed or designated, nor will
the Company or any of its Subsidiaries take any action or steps that would
require registration of any of the Securities under the 1933 Act or cause the
offering of the Securities to be integrated with other offerings.

         (l) Dilutive Effect. The Company understands and acknowledges that the
number of Purchase Shares purchasable under this Agreement will increase in
certain circumstances. The Company further acknowledges that its obligation to
issue Purchase Shares under this Agreement in accordance with the term and
conditions hereof is absolute and unconditional regardless of the dilutive
effect that such issuance may have on the ownership interests of other
shareholders of the Company.

         (m) Intellectual Property Rights. The Company and its Subsidiaries own
or possess adequate rights or licenses to use all material trademarks, trade
names, service marks, service mark registrations, service names, patents, patent
rights, copyrights, inventions, licenses, approvals, governmental
authorizations, trade secrets and rights necessary to conduct their respective
businesses as now conducted. Except as set forth on Schedule 3(m), none of the
Company's material trademarks, trade names, service marks, service mark
registrations, service names, patents, patent rights, copyrights, inventions,
licenses, approvals, government authorizations, trade secrets or other
intellectual property rights have expired or terminated, or, by the terms and
conditions thereof, could expire or terminate within two years from the date of
this Agreement. The Company and its Subsidiaries do not have any knowledge of
any infringement by the Company or its Subsidiaries of any material trademark,
trade name rights, patents, patent rights, copyrights, inventions, licenses,
service names, service marks, service mark registrations, trade secret or other
similar rights of others, or of any such development of similar or identical
trade secrets or technical information by others and, except as set forth on
Schedule 3(m), there is no claim, action or proceeding being made or brought
against, or to the Company's knowledge, being threatened against, the Company or
its Subsidiaries regarding trademark, trade name, patents, patent rights,
invention, copyright, license, service names, service marks, service mark
registrations, trade secret or other infringement, which could reasonably be
expected to have a Material Adverse Effect.

         (n) Environmental Laws. The Company and its Subsidiaries (i) are in
compliance with any and all applicable foreign, federal, state and local laws
and regulations relating to the protection of human health and safety, the
environment or hazardous or toxic substances or wastes, pollutants or
contaminants ("Environmental Laws"), (ii) have received all permits, licenses or
other approvals required of them under applicable Environmental Laws to conduct
their respective businesses and (iii) are in compliance with all terms and
conditions of any such permit, license or approval, except where, in each of the
three foregoing clauses, the failure to so comply could not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect.


                                       10
<PAGE>

         (o) Title. The Company and its Subsidiaries have good and marketable
title in fee simple to all real property and good and marketable title to all
personal property owned by them which is material to the business of the Company
and its Subsidiaries, in each case free and clear of all liens, encumbrances and
defects except such as are described in Schedule 3(o) or such as do not
materially affect the value of such property and do not interfere with the use
made and proposed to be made of such property by the Company and any of its
Subsidiaries. Any real property and facilities held under lease by the Company
and any of its Subsidiaries are held by them under valid, subsisting and
enforceable leases with such exceptions as are not material and do not interfere
with the use made and proposed to be made of such property and buildings by the
Company and its Subsidiaries.

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

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

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

         (s) Transactions With Affiliates. Except as set forth on Schedule 3(s)
and other than the grant or exercise of stock options disclosed on Schedule
3(c), none of the officers, directors, or employees of the Company is presently
a party to any transaction with the Company or any of its Subsidiaries (other
than for services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or
by, providing for rental of real or personal property to or from, or otherwise
requiring payments to or from any officer, director or such employee or, to the
knowledge of the Company, any corporation, partnership, trust or other entity in
which any officer, director, or any such employee has an interest or is an
officer, director, trustee or partner.


                                       11
<PAGE>

         (t) Application of Takeover Protections. The Company and its board of
directors have taken or will take prior to the Commencement Date 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 Certificate of
Incorporation or the laws of the state of its incorporation which is or could
become applicable to the Buyer as a result of the transactions contemplated by
this Agreement, including, without limitation, the Company's issuance of the
Securities and the Buyer's ownership of the Securities.

         (u) Foreign Corrupt Practices. Neither the Company, nor any of its
Subsidiaries, nor any director, officer, agent, employee or other person acting
on behalf of the Company or any of its Subsidiaries has, in the course of its
actions for, or on behalf of, the Company, used any corporate funds for any
unlawful contribution, gift, entertainment or other unlawful expenses relating
to political activity; made any direct or indirect unlawful payment to any
foreign or domestic government official or employee from corporate funds;
violated or is in violation of any provision of the U.S. Foreign Corrupt
Practices Act of 1977, as amended; or made any unlawful bribe, rebate, payoff,
influence payment, kickback or other unlawful payment to any foreign or domestic
government official or employee.

         4. COVENANTS.

         (a) Filing of Registration Statement. The Company shall within a
reasonable time period file a new registration statement covering the sale of at
least ___________ shares of Common Stock. The Buyer and its counsel shall have a
reasonable opportunity to review and comment upon such registration statement or
amendment to such registration statement and any related prospectus prior to its
filing with the SEC. The Company shall use its best efforts to have such
registration statement or amendment declared effective by the SEC at the
earliest possible date.

         (b) Blue Sky. The Company shall, on or before the Commencement Date,
take such action, if any, as the Company shall reasonably determine is necessary
in order to obtain an exemption for or to qualify the Commitment Shares and the
Purchase Shares for sale to the Buyer pursuant to this Agreement under
applicable securities or "Blue Sky" laws of the states of the United States, and
shall provide evidence of any such action so taken to the Buyer on or prior to
the Commencement Date. The Company shall make all filings and reports relating
to the offer and sale of the Commitment Shares and the Purchase Shares required
under applicable securities or "Blue Sky" laws of the states of the United
States following the Commencement Date.

         (c) No Variable Priced Financing. Other than pursuant to this Agreement
and the Financing Cooperation Agreement among the Company and certain of its
shareholders dated as of May 2, 2001, the Company agrees that beginning on the
date of this Agreement and ending on the date of termination of this Agreement
(as provided in Section 11(k) hereof), neither the Company nor any of its
Subsidiaries shall, without the prior written consent of the Buyer, contract for
any equity financing (including any debt financing with an equity component) or
issue any equity securities of the Company or any Subsidiary or securities
convertible or exchangeable into or for equity securities of the Company or any
Subsidiary (including debt securities with an equity component) which, in any
case (i) are convertible into or exchangeable for an indeterminate number of
shares of common stock, (ii) are convertible into or exchangeable for Common
Stock at a price which varies with the market price of the Common Stock, (iii)
directly or indirectly provide for any "re-set" or adjustment of the purchase
price, conversion rate or exercise price after the issuance of the security, or
(iv) contain any "make-whole" provision based upon, directly or indirectly, the
market price of the Common Stock after the issuance of the security, in each
case, other than reasonable and customary anti-dilution adjustments for issuance
of shares of Common Stock at a price which is below the market price of the
Common Stock.


                                       12
<PAGE>

         (d) Listing. The Company shall promptly secure the listing of all of
the Purchase Shares and Commitment Shares upon each national securities exchange
and automated quotation system, if any, upon which shares of Common Stock are
then listed (subject to official notice of issuance) and shall maintain, so long
as any other shares of Common Stock shall be so listed, such listing of all such
securities from time to time issuable under the terms of the Transaction
Documents. The Company shall maintain the Common Stock's authorization for
quotation on the Principal Market. Neither the Company nor any of its
Subsidiaries shall take any action that would be reasonably expected to result
in the delisting or suspension of the Common Stock on the Principal Market. The
Company shall promptly, and in no event later than the following Trading Day,
provide to the Buyer copies of any notices it receives from the Principal Market
regarding the continued eligibility of the Common Stock for listing on such
automated quotation system or securities exchange. The Company shall pay all
fees and expenses in connection with satisfying its obligations under this
Section.

         (e) Limitation on Short Sales and Hedging Transactions. The Buyer
agrees that beginning on the date of this Agreement and ending on the date of
termination of this Agreement as provided in Section 11(k), the Buyer and its
agents, representatives and affiliates shall not in any manner whatsoever enter
into or effect, directly or indirectly, any (i) "short sale" (as such term is
defined in Rule 3b-3 of the 1934 Act) of the Common Stock or (ii) hedging
transaction, which establishes a net short position with respect to the Common
Stock; provided, however, that such restrictions shall not apply (i) if the
Buyer submits after a sale of shares of Common Stock a Purchase Notice entitling
the Buyer to receive a number of shares of Common Stock at least equal to the
number of shares so sold or (ii) if an Event of Default has occurred, including
any failure by the Company to timely issue any Purchase Shares required to be
issued pursuant to the terms of this Agreement.

         (f) Issuance of Commitment Shares; Limitation on Sales of Commitment
Shares. On or prior to the date hereof, the Company shall have delivered or
cause to be delivered to the Buyer 750,000 shares of Common Stock (the
"Commitment Shares"). The Commitment Shares shall not bear any restrictive
transfer legend and shall be freely tradable by the Buyer, subject to the
limitations set forth in this Section 4(f). The Buyer agrees that the Buyer
shall not transfer or sell the Commitment Shares until the earlier of 1,200
calendar days (40 Monthly Periods) from the date hereof or date on which this
Agreement has been terminated, provided, however, that such restrictions shall
not apply: (i) in connection with any transfers to or among affiliates (as
defined in the Securities Exchange Act of 1934, as amended), (ii) in connection
with any pledge in connection with a bona fide loan or margin account, or (iii)
if an Event of Default has occurred, or any event which, after notice and/or
lapse of time, would become an Event of Default, including any failure by the
Company to timely issue Purchase Shares under this Agreement. Notwithstanding
the forgoing, the Buyer may transfer Commitment Shares to a third party in order
to settle a sale made by the Buyer where the Buyer reasonably expects the
Company to deliver Purchase Shares to the Buyer under this Agreement so long as
the Buyer maintains ownership of the same overall number of shares of Common
Stock by "replacing" the Commitment Shares so transferred with Purchase Shares
when the Purchase Shares are actually issued by the Company to the Buyer.

         (h) Due Diligence. The Buyer shall have the right, from time to time as
the Buyer may reasonably deem appropriate, to perform reasonable due diligence
on the Company during normal business hours. The Company and its officers and
employees shall reasonably cooperate with the Buyer in connection with any
reasonable request by the Buyer related to the Buyer's due diligence of the
Company.


                                       13
<PAGE>


         5. TRANSFER AGENT INSTRUCTIONS.

         All of the Purchase Shares and Commitment Shares to be issued under
this Agreement shall be issued without any restrictive legend. The Company shall
issue irrevocable instructions to its transfer agent, and any subsequent
transfer agent, to issue Purchase Shares in the name of the Buyer or its
respective nominee(s), for the Purchase Shares (the "Irrevocable Transfer Agent
Instructions"). The Company warrants to the Buyer that no instruction other than
the Irrevocable Transfer Agent Instructions referred to in this Section 5, will
be given by the Company to its transfer agent with respect to the Purchase
Shares and that the Commitment Shares and the Purchase Shares shall otherwise be
freely transferable on the books and records of the Company as and to the extent
provided in this Agreement and the Registration Rights Agreement subject to the
provisions of Section 4(f) in the case of the Commitment Shares.


         6. CONDITIONS TO THE COMPANY'S OBLIGATION TO COMMENCE SALES OF SHARES
            OF COMMON STOCK.

         The obligation of the Company hereunder to commence sales of the
Purchase Shares is subject to the satisfaction of each of the following
conditions on or before the Commencement Date, provided that these conditions
are for the Company's sole benefit and may be waived by the Company at any time
in its sole discretion by providing the Buyer with prior written notice thereof:

         (a) The Buyer shall have executed each of the Transaction Documents to
which it is a party and delivered the same to the Company including the
Registration Rights Agreement substantially in the form of EXHIBIT C hereto (the
"Registration Rights Agreement").

         (b) Subject to the Company's compliance with Section 4(a), a
registration statement covering the sale of the Commitment Shares and at least
_____________ Purchase Shares shall have been declared effective under the 1933
Act by the SEC and no stop order with respect to the Registration Statement
shall be pending or threatened by the SEC.

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


         7. CONDITIONS TO THE BUYER'S OBLIGATION TO COMMENCE PURCHASES OF SHARES
            OF COMMON STOCK.

         The obligation of the Buyer to commence purchases of Purchase Shares
under this Agreement is subject to the satisfaction, on or before the
Commencement Date, of each of the following conditions, provided that these
conditions are for the Buyer's sole benefit and may be waived by the Buyer at
any time in its sole discretion by providing the Company with prior written
notice thereof:


                                       14
<PAGE>

         (a) The Company shall have executed each of the Transaction Documents
and delivered the same to the Buyer including the Registration Rights Agreement
substantially in the form of EXHIBIT C hereto.

         (b) [INTENTIONALLY OMITTED.]

         (c) The Common Stock shall be authorized for quotation on the Principal
Market, trading in the Common Stock shall not have been within the last 365 days
suspended by the SEC or the Principal Market and the Purchase Shares and the
Commitment Shares shall be approved for listing upon the Principal Market.

         (d) The Buyer shall have received the opinions of the Company's legal
counsel dated as of the Commencement Date in the form of EXHIBIT D attached
hereto.

         (e) The representations and warranties of the Company shall be true and
correct in all material respects (except to the extent that any of such
representations and warranties is already qualified as to materiality in Section
3 above, in which case, such representations and warranties shall be true and
correct without further qualification) as of the date when made and as of the
Commencement Date as though made at that time (except for representations and
warranties that speak as of a specific date) and the Company shall have
performed, satisfied and complied with the covenants, agreements and conditions
required by the Transaction Documents to be performed, satisfied or complied
with by the Company at or prior to the Commencement Date. The Buyer shall have
received a certificate, executed by the CEO, President or CFO of the Company,
dated as of the Commencement Date, to the foregoing effect in the form attached
hereto as EXHIBIT E.

         (f) The Board of Directors of the Company shall have adopted
resolutions in the form attached hereto as EXHIBIT F which shall be in full
force and effect without any amendment or supplement thereto as of the
Commencement Date.

         (g) As of the Commencement Date, the Company shall have reserved out of
its authorized and unissued Common Stock, solely for the purpose of effecting
purchases of Purchase Shares hereunder, at least __________ shares of Common
Stock.

         (h) The Irrevocable Transfer Agent Instructions, in the form of EXHIBIT
G attached hereto, shall have been delivered to and acknowledged in writing by
the Company and the Company's Transfer Agent.

         (i) The Company shall have delivered to the Buyer a certificate
evidencing the incorporation and good standing of the Company in the State of
Florida issued by the Secretary of State of the State of Florida as of a date
within ten (10) Trading Days of the Commencement Date.

         (j) The Company shall have delivered to the Buyer a certified copy of
the Certificate of Incorporation as certified by the Secretary of State of the
State of Florida within ten (10) Trading Days of the Commencement Date.

         (k) The Company shall have delivered to the Buyer a secretary's
certificate executed by the Secretary of the Company, dated as of the
Commencement Date, in the form attached hereto as EXHIBIT H.


                                       15
<PAGE>

         (l) A registration statement covering the sale of all of the Commitment
Shares and at least __________ Purchase Shares shall have been declared
effective under the 1933 Act by the SEC and no stop order with respect to the
registration statement shall be pending or threatened by the SEC. The Company
shall have prepared and delivered to the Buyer a final form of prospectus to be
used by the Buyer in connection with any sales of any Commitment Shares or any
Purchase Shares. The Company shall have made all filings under all applicable
federal and state securities laws necessary to consummate the issuance of the
Commitment Shares and the Purchase Shares pursuant to this Agreement in
compliance with such laws.

         (m) No Event of Default has occurred, or any event which, after notice
and/or lapse of time, would become an Event of Default has occurred.

         (n) On or prior to the Commencement Date, the Company shall take all
necessary action, if any, and such actions as reasonably requested by the Buyer,
in order to render inapplicable any control share acquisition, business
combination, shareholder rights plan or poison pill (including any distribution
under a rights agreement) or other similar anti-takeover provision under the
Certificate of Incorporation or the laws of the state of its incorporation which
is or could become applicable to the Buyer as a result of the transactions
contemplated by this Agreement, including, without limitation, the Company's
issuance of the Securities and the Buyer's ownership of the Securities.

         8. INDEMNIFICATION.

         In consideration of the Buyer's execution and delivery of the
Transaction Documents and acquiring the Securities hereunder and in addition to
all of the Company's other obligations under the Transaction Documents, the
Company shall defend, protect, indemnify and hold harmless the Buyer and all of
its affiliates, shareholders, officers, directors, employees and direct or
indirect investors and any of the foregoing person's agents or other
representatives (including, without limitation, those retained in connection
with the transactions contemplated by this Agreement) (collectively, the
"Indemnitees") from and against any and all actions, causes of action, suits,
claims, losses, costs, penalties, fees, liabilities and damages, and expenses in
connection therewith (irrespective of whether any such Indemnitee is a party to
the action for which indemnification hereunder is sought), and including
reasonable attorneys' fees and disbursements (the "Indemnified Liabilities"),
incurred by any Indemnitee as a result of, or arising out of, or relating to (a)
any misrepresentation or breach of any representation or warranty made by the
Company in the Transaction Documents or any other certificate, instrument or
document contemplated hereby or thereby, (b) any breach of any covenant,
agreement or obligation of the Company contained in the Transaction Documents or
any other certificate, instrument or document contemplated hereby or thereby, or
(c) any cause of action, suit or claim brought or made against such Indemnitee
and arising out of or resulting from the execution, delivery, performance or
enforcement of the Transaction Documents or any other certificate, instrument or
document contemplated hereby or thereby, other than with respect to Indemnified
Liabilities which directly and primarily result from the gross negligence or
willful misconduct of the Indemnitee. To the extent that the foregoing
undertaking by the Company may be unenforceable for any reason, the Company
shall make the maximum contribution to the payment and satisfaction of each of
the Indemnified Liabilities which is permissible under applicable law.

         9. EVENTS OF DEFAULT.

         An "Event of Default" shall be deemed to have occurred at any time as
any of the following events occurs:

                                       16
<PAGE>


         (a) while any registration statement is required to be maintained
effective pursuant to the terms of the Registration Rights Agreement, the
effectiveness of such registration statement lapses for any reason (including,
without limitation, the issuance of a stop order) or is unavailable to the Buyer
for sale of all of the Registrable Securities (as defined in the Registration
Rights Agreement) in accordance with the terms of the Registration Rights
Agreement, and such lapse or unavailability continues for a period of ten (10)
consecutive Trading Days or for more than an aggregate of thirty (30) Trading
Days in any 365-day period;

         (b) the suspension from trading or failure of the Common Stock to be
listed on the Principal Market for a period of ten (10) consecutive Trading Days
or for more than an aggregate of thirty (30) Trading Days in any 365-day period;

         (c) the failure of the Company or the Common Stock to fully meet the
requirements for continued listing on the Principal Market for a period of ten
(10) consecutive Trading Days or for more than an aggregate of thirty (30)
Trading Days in any 365-day period;

         (d) the Company's or the Transfer Agent's notice, verbal or written, to
the Buyer, including by way of public announcement, at any time, of its
intention not to comply with a proper request for purchase of Purchase Shares
under this Agreement that is tendered in accordance with the provisions of this
Agreement, or the failure of the Company to deliver a Company Confirmation of
Purchase Notice to the Buyer and to the Transfer Agent in accordance with the
provisions of this Agreement within two (2) Trading Days after the receipt by
the Company of a Purchase Notice (subject to extension in accordance with
Section 1(e)(iii) for a good faith dispute made in accordance with the terms of
Section 1(e)(iii)); or the failure for any reason by the Transfer Agent to issue
Purchase Shares to the Buyer within five (5) Trading Days after the applicable
Purchase Date;

         (e) The Closing Sale Price of the Common Stock is less than $1.00 for
40 consecutive Trading Days.

         (f) the Company breaches any representation, warranty, covenant or
other term or condition under any Transaction Document if such breach could have
a Material Adverse Effect and except, in the case of a breach of a covenant
which is reasonably curable, only if such breach continues for a period of at
least ten (10) Trading Days;

         (g) except as set forth on Schedule 9(g), any payment default under any
contract whatsoever or any acceleration prior to maturity of any mortgage,
indenture, contract or instrument under which there may be issued or by which
there may be secured or evidenced any indebtedness for money borrowed by the
Company or for money borrowed the repayment of which is guaranteed by the
Company, whether such indebtedness or guarantee now exists or shall be created
hereafter, which in any case, is in excess of $1,000,000;

         (h) if any Person commences a proceeding against the Company pursuant
to or within the meaning of any Bankruptcy Law;

         (i) if the Company pursuant to or within the meaning of any Bankruptcy
Law; (A) commences a voluntary case, (B) consents to the entry of an order for
relief against it in an involuntary case, (C) consents to the appointment of a
Custodian of it or for all or substantially all of its property, (D) makes a
general assignment for the benefit of its creditors, (E) becomes insolvent, or
(F) is generally unable to pay its debts as the same become due;


                                       17
<PAGE>

         (j) a court of competent jurisdiction enters an order or decree under
any Bankruptcy Law that (A) is for relief against the Company in an involuntary
case, (B) appoints a Custodian of the Company or for all or substantially all of
its property, or (C) orders the liquidation of the Company or any Subsidiary;

         (k) the Company fails to immediately repay any Prepaid Amount upon
demand by the Buyer; or

         (l) if after delivery of a Purchase Notice, the Company fails to
deliver or fails to cause to be delivered to the Buyer freely tradable shares of
Common Stock which may be sold without restriction under the 1933 Act and that
bear no restrictive legend within the period of time provided in Section 1(e)(v)
of this Agreement.

         In addition to any other rights and remedies under applicable law and
this Agreement, including the Buyer termination rights under Section 11(k)
hereof, so long as an Event of Default has occurred and is continuing, or if any
event which, after notice and/or lapse of time, would become an Event of
Default, has occurred and is continuing, the Buyer shall not be obligated to
purchase any shares of Common Stock under this Agreement. If pursuant to or
within the meaning of any Bankruptcy Law, the Company commences a voluntary case
or any Person commences a proceeding against the Company, a Custodian is
appointed for the Company or for all or substantially all of its property, or
the Company makes a general assignment for the benefit of its creditors, (any of
which would be an Event of Default as described in Sections 9(h), 9(i) and 9(j)
hereof) this Agreement shall automatically terminate without any liability or
payment to the Company without further action or notice by any Person. No such
termination of this Agreement under Section 11(k)(i) shall affect the Company's
or the Buyer's obligations under this Agreement with respect to pending
purchases and the Company and the Buyer shall complete their respective
obligations with respect to any pending purchases under this Agreement.


         10. CERTAIN DEFINED TERMS.

         For purposes of this Agreement, the following terms shall have the
following meanings:

         (a) "1933 Act" means the Securities Act of 1933, as amended.

         (b) "Available Amount" means initially Ten Million Dollars
($10,000,000) in the aggregate which amount shall be reduced by the Purchase
Amount each time the Buyer purchases shares of Common Stock pursuant to Section
1 hereof.

         (c) "Bankruptcy Law" means Title 11, U.S. Code, or any similar federal
or state law for the relief of debtors.

         (d) [INTENTIONALLY OMITTED.]

         (e) "Closing Sale Price" means, for any security as of any date, the
last closing trade price for such security on the Principal Market as reported
by Bloomberg, or, if the Principal Market is not the principal securities
exchange or trading market for such security, the last closing trade price of
such security on the principal securities exchange or trading market where such
security is listed or traded as reported by Bloomberg.


                                       18
<PAGE>

         (f) "Custodian" means any receiver, trustee, assignee, liquidator or
similar official under any Bankruptcy Law.

         (g) "Fixed Purchase Price" means $25.00, appropriately adjusted for any
reorganization, recapitalization, non-cash dividend, stock split or other
similar transaction.

         (h) [INTENTIONALLY OMITTED.]

         (i) "Mandatory Purchase Rights" means the mandatory purchase rights of
the Company pursuant to Section 1(c).

         (j) "Maturity Date" means the date that is 1,200 calendar days (40
Monthly Periods) from the Commencement Date which such date may be extended by
up to an additional six (6) months by the Company, in its sole discretion, by
written notice to the Buyer.

         (k) "Monthly Base Amount" means Two Hundred Fifty Thousand Dollars
($250,000) per Monthly Period.

         (l) "Monthly Period" means each successive 30 calendar day period
commencing with the Commencement Date.

         (m) "Person" means an individual or entity including any limited
liability company, a partnership, a joint venture, a corporation, a trust, an
unincorporated organization and a government or any department or agency
thereof.

         (n) "Principal Market" means The Nasdaq OTC/Bulletin Board market,
provided, however, that (i) in the event the Company's Common Stock is ever
listed for trading on the Nasdaq National Market, Nasdaq SmallCap Market or the
American Stock Exchange, than the "Principal Market" shall mean such other
market on which the Company's Common Stock is then listed, and (ii) for purposes
of Section 9(c) hereof only, "Principal Market" shall mean The Nasdaq SmallCap
Market in respect of the requirements for continued listing on the Principal
Market.

         (o) "Purchase Amount" means the portion of the Available Amount
submitted in a Purchase Notice to be used to purchase Common Stock pursuant to
Section 1 hereof.

         (p) "Purchase Date" means the actual date that the Buyer submits a
Purchase Notice to the Company to purchase Common Stock hereunder so long as the
Buyer shall transmit by facsimile (or otherwise deliver) to the Company on or
prior to 11:59 p.m., Central Time on such date.

         (q) "Purchase Price" means, as of any Purchase Date or other date of
determination, the lower of the (A) Fixed Purchase Price and (B) the Variable
Purchase Price, each in effect as of such date.

         (r) [INTENTIONALLY OMITTED.]

         (s) "Sale Price" means, for any security as of any date, the trade
price for such security on the Principal Market as reported by Bloomberg, or, if
the Principal Market is not the principal securities exchange or trading market
for such security, the trade price of such security on the principal securities
exchange or trading market where such security is listed or traded as reported
by Bloomberg.


                                       19
<PAGE>

         (t) "SEC" means the United States Securities and Exchange Commission.

         (u) "Trading Day" means any day on which the Principal Market is open
for customary trading.

         (v) "Variable Purchase Price" means, as of any Purchase Date or other
date of determination, the lower of: (A) the lowest Sale Price of the Common
Stock on the Purchase Date or such other date of determination or (B) the
arithmetic average of any three (3) Closing Sale Prices for the Common Stock,
selected by the Buyer, during the fifteen (15) consecutive Trading Days ending
on the Trading Day immediately preceding such Purchase Date or other date of
determination (to be appropriately adjusted for any reorganization,
recapitalization, non-cash dividend, stock split or other similar transaction).

         11. MISCELLANEOUS.

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

         (b) Counterparts. This Agreement may be executed in two or more
identical counterparts, all of which shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each
party and delivered to the other party; provided that a facsimile signature
shall be considered due execution and shall be binding upon the signatory
thereto with the same force and effect as if the signature were an original, not
a facsimile signature.

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


                                       20
<PAGE>

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

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

         (f) Notices. Any notices, consents, waivers or other communications
required or permitted to be given under the terms of this Agreement must be in
writing and will be deemed to have been delivered: (i) upon receipt, when
delivered personally; (ii) upon receipt, when sent by facsimile (provided
confirmation of transmission is mechanically or electronically generated and
kept on file by the sending party); or (iii) one Trading Day after deposit with
a nationally recognized overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses and facsimile numbers
for such communications shall be:

         If to the Company:
                  Uncommon Media Group, Inc.
                  ----------------
                  ----------------
                  Telephone:        _________
                  Facsimile:        _________
                  Attention:        _________

         With a copy to:
                  ----------------
                  ----------------
                  Telephone:        __________
                  Facsimile:        __________
                  Attention:        __________

         If to the Buyer:
                  Fusion Capital Fund II, LLC
                  222 Merchandise Mart Plaza, Suite 9-112
                  Chicago, IL 60654
                  Telephone:        312-644-6644
                  Facsimile:        312-644-6244
                  Attention:        Steven G. Martin

         If to the Transfer Agent:
                  ----------------
                  ----------------
                  Telephone:        __________
                  Facsimile:        __________
                  Attention:        __________


                                       21
<PAGE>

or at such other address and/or facsimile number and/or to the attention of such
other person as the recipient party has specified by written notice given to
each other party three (3) Trading Days prior to the effectiveness of such
change. Written confirmation of receipt (A) given by the recipient of such
notice, consent, waiver or other communication, (B) mechanically or
electronically generated by the sender's facsimile machine containing the time,
date, and recipient facsimile number or (C) provided by a nationally recognized
overnight delivery service, shall be rebuttable evidence of personal service,
receipt by facsimile or receipt from a nationally recognized overnight delivery
service in accordance with clause (i), (ii) or (iii) above, respectively.

         (g) 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 shall not assign this Agreement or any rights or obligations
hereunder without the prior written consent of the Buyer, including by merger or
consolidation. The Buyer may not assign its rights under this Agreement without
the consent of the Company, other than to an affiliate of the Buyer controlled
by Steven G. Martin or Joshua B. Scheinfeld.

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

         (i) Publicity. The Buyer shall have the right to approve before
issuance any press releases or any other public disclosure (including any
filings with the SEC) with respect to the transactions contemplated hereby;
provided, however, that the Company shall be entitled, without the prior
approval of any Buyer, to make any press release or other public disclosure
(including any filings with the SEC) with respect to such transactions as is
required by applicable law and regulations (although the Buyer shall be
consulted by the Company in connection with any such press release or other
public disclosure prior to its release and shall be provided with a copy
thereof).

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

         (k) Termination. This Agreement may be terminated only as follows:

                  (i) By the Buyer any time an Event of Default exists without
         any liability or payment to the Company. However, if pursuant to or
         within the meaning of any Bankruptcy Law, the Company commences a
         voluntary case or any Person commences a proceeding against the
         Company, a Custodian is appointed for the Company or for all or
         substantially all of its property, or the Company makes a general
         assignment for the benefit of its creditors, (any of which would be an
         Event of Default as described in Sections 9(h), 9(i) and 9(j) hereof)
         this Agreement shall automatically terminate without any liability or
         payment to the Company without further action or notice by any Person.
         No such termination of this Agreement under this Section 11(k)(i) shall
         affect the Company's or the Buyer's obligations under this Agreement
         with respect to pending purchases and the Company and the Buyer shall
         complete their respective obligations with respect to any pending
         purchases under this Agreement.


                                       22
<PAGE>

                  (ii) In the event that the Commencement shall not have
         occurred and so long as the outstanding balance of the Prepaid Amount
         is zero, the Company shall have the option to terminate this Agreement
         for any reason or for no reason without liability of any party to any
         other party. The Company shall have the right to repay to the Buyer the
         outstanding balance of the Prepaid Amount to the extent the Buyer has
         not submitted a Purchase Notice with respect thereto.

                  (iii) In the event that the Commencement shall not have
         occurred on or before June 30, 2001, due to the failure to satisfy the
         conditions set forth in Sections 6 and 7 above with respect to the
         Commencement (and the nonbreaching party's failure to waive such
         unsatisfied condition(s)), the nonbreaching party shall have the option
         to terminate this Agreement at the close of business on such date or
         thereafter without liability of any party to any other party.

                  (iv) If by the Maturity Date, for any reason or for no reason
         the full Available Amount under this Agreement has not been purchased
         as provided for in Section 1 of this Agreement, by the Buyer without
         any liability or payment to the Company.

                  (v) At any time after the Commencement Date, and so long as
         the Company has provided appropriate notice as described below,if
         during any ten (10) consecutive Trading Days the Closing Sale Price of
         the Common Stock is below the Fixed Purchase Price for each of such ten
         (10) Trading Days, the Company shall have three (3) Trading Days to
         give written notice (a "Company Termination Notice") to the Buyer
         electing to terminate this Agreement without any liability or payment
         to the Buyer. The Company Termination Notice shall not be effective
         until (a) one (1) Trading Day after it has been received by the Buyer
         and (b) the outstanding balance of the Prepaid Amount is zero. The
         Company shall have the right to repay to the Buyer the outstanding
         balance of the Prepaid Amount to the extent the Buyer has not submitted
         a Purchase Notice with respect thereto. Any Purchase Notices submitted
         by the Buyer which have a Purchase Date on or prior to the Trading Day
         after receipt by the Buyer of the Company Termination Notice, must be
         honored by the Company as otherwise provided herein.

                  (vi) This Agreement shall automatically terminate on the date
         that the Company sells and the Buyer purchases Ten Million Dollars
         ($10,000,000) of Common Stock as provided herein, without any action or
         notice on the part of any party.

         Except as set forth in Sections 11(k)(i) and 11(k)(vi), any termination
of this Agreement pursuant to this Section 11(k) shall be effected by written
notice from the Company to the Buyer, or the Buyer to the Company, as the case
may be, setting forth the basis for the termination hereof. The representations
and warranties of the Company and the Buyer contained in Sections 2 and 3
hereof, the indemnification provisions set forth in Section 8 hereof and the
agreements and covenants set forth in Section 1(e)(v) and Section 11, shall
survive the Commencement and any termination of this Agreement. No termination
of this Agreement shall effect the Company's or the Buyer's obligations under
this Agreement with respect to pending purchases and the Company and the Buyer
shall complete their respective obligations with respect to any pending
purchases under this Agreement. No termination of this Agreement by the Company
shall be effective unless the outstanding balance of the Prepaid Amount is zero.
In the event of a termination of this Agreement by the Buyer, the Company shall
within five (5) Trading Days of the Company's receipt of a notice of termination
by the Buyer, repay to the Buyer the outstanding balance of the Prepaid Amount,
if any. Any such termination by the Buyer shall nevertheless be effective upon
delivery to the Company of such notice by the Buyer. If within five (5) Trading
Days after the Company's receipt of such termination notice submitted in
accordance herewith, the Company shall fail for any reason to repay to the Buyer



                                       23
<PAGE>

the outstanding balance of the Prepaid Amount, if any, the Company shall pay in
cash, on demand, interest per day to the Buyer for each day after such fifth
(5th) Trading Day that the outstanding balance of the Prepaid Amount is not
timely repaid to the Buyer, in an amount equal to 0.1% of the outstanding
balance of the Prepaid Amount.

         (l) No Financial Advisor, Placement Agent, Broker or Finder. The
Company represents and warrants to the Buyer that it has not engaged any
financial advisor, placement agent, broker or finder in connection with the
transactions contemplated hereby. The Buyer represents and warrants to the
Company that it has not engaged any financial advisor, placement agent, broker
or finder in connection with the transactions contemplated hereby. The Company
shall be responsible for the payment of any fees or commissions, if any, of any
financial advisor, placement agent, broker or finder relating to or arising out
of the transactions contemplated hereby. The Company shall pay, and hold the
Buyer harmless against, any liability, loss or expense (including, without
limitation, attorneys' fees and out of pocket expenses) arising in connection
with any such claim.

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

         (n) Remedies, Other Obligations, Breaches and Injunctive Relief. The
Buyer's remedies provided in this Agreement shall be cumulative and in addition
to all other remedies available to the Buyer under this Agreement, at law or in
equity (including a decree of specific performance and/or other injunctive
relief), no remedy of the Buyer contained herein shall be deemed a waiver of
compliance with the provisions giving rise to such remedy and nothing herein
shall limit the Buyer's right to pursue actual damages for any failure by the
Company to comply with the terms of this Agreement. The Company acknowledges
that a breach by it of its obligations hereunder will cause irreparable harm to
the Buyer and that the remedy at law for any such breach may be inadequate. The
Company therefore agrees that, in the event of any such breach or threatened
breach, the Buyer shall be entitled, in addition to all other available
remedies, to an injunction restraining any breach, without the necessity of
showing economic loss and without any bond or other security being required.

         (o) Changes to the Terms of this Agreement. This Agreement and any
provision hereof may only be amended by an instrument in writing signed by the
Company and the Buyer. The term "Agreement" and all reference thereto, as used
throughout this instrument, shall mean this instrument as originally executed,
or if later amended or supplemented, then as so amended or supplemented.

         (p) Enforcement Costs. If: (i) this Agreement is placed by the Buyer in
the hands of an attorney for enforcement or is enforced by the Buyer through any
legal proceeding; or (ii) an attorney is retained to represent the Buyer in any
bankruptcy, reorganization, receivership or other proceedings affecting
creditors' rights and involving a claim under this Agreement; or (iii) an
attorney is retained to represent the Buyer in any other proceedings whatsoever
in connection with this Agreement, then the Company shall pay to the Buyer, as
incurred by the Buyer, all reasonable costs and expenses including attorneys'
fees incurred in connection therewith, in addition to all other amounts due
hereunder.

         (q) Failure or Indulgence Not Waiver. 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 exercise thereof or of any other right,
power or privilege.


                                       24


                                   * * * * *
<PAGE>


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



                                            THE COMPANY:

                                            UNCOMMON MEDIA GROUP, INC.

                                            By:______________________
                                            Name:
                                            Title:


                                            BUYER:

                                            FUSION CAPITAL FUND II, LLC
                                            BY: FUSION CAPITAL PARTNERS, LLC
                                            BY: SGM HOLDINGS CORP.

                                            By:_______________________
                                            Name: Steven G. Martin
                                            Title: President





                                       25
<PAGE>



                                    SCHEDULES
                                    ---------

Schedule 3(a)         Subsidiaries
Schedule 3(c)         Capitalization
Schedule 3(e)         Conflicts
Schedule 3(f)         1934 Act Filings
Schedule 3(g)         Material Changes
Schedule 3(h)         Litigation
Schedule 3(m)         Intellectual Property
Schedule 3(o)         Liens
Schedule 3(s)         Certain Transactions
Schedule 9(g)         Certain Indebtedness



                               EXHIBITS
                               --------

Exhibit A             Form of Purchase Notice
Exhibit B             Form of Company Confirmation of Purchase Notice
Exhibit C             Form of Registration Rights Agreement
Exhibit D             Form of Company Counsel Opinion
Exhibit E             Form of Officer's Certificate
Exhibit F             Form of Resolutions of Board of Directors of the Company
Exhibit G             Form of Irrevocable Transfer Agent Instructions
Exhibit H             Form of Secretary's Certificate


<PAGE>


                              DISCLOSURE SCHEDULES
                              --------------------


                          Schedule 3(a) - Subsidiaries


                         Schedule 3(c) - Capitalization


                          Schedule 3(e) - No Conflicts


                        Schedule 3(f) - 1934 Act Filings


                   Schedule 3(g) - Absence of Certain Changes


                           Schedule 3(h) - Litigation


                  Schedule 3(m) - Intellectual Property Rights


                              Schedule 3(o) - Title


                  Schedule 3(s) - Transactions with Affiliates


                      Schedule 9(g) - Certain Indebtedness







<PAGE>


                                    EXHIBIT A
                                    ---------

                             FORM OF PURCHASE NOTICE

         Reference is made to the Common Stock Purchase Agreement (the "COMMON
STOCK PURCHASE AGREEMENT") between __________ (the "COMPANY") and FUSION CAPITAL
FUND II, LLC dated __________. In accordance with and pursuant to the Common
Stock Purchase Agreement, the undersigned hereby elects to purchase shares of
common stock, par value $____ per share (the "COMMON STOCK"), of the Company for
the Available Amount indicated below of as of the date specified below.
<TABLE>
<CAPTION>

<S>                                                           <C>
         Purchase Date:
                                                              -----------------------------------------------------
         Monthly Period Dates:
                                                              -----------------------------------------------------
         Initial Available Amount:                            $__________
         Monthly Base Amount:                                 $__________

         Remaining Available Amount
         PRIOR TO this purchase:                              $
         --------                                              ----------------------------------------------------

         Remaining Monthly Base Amount
         PRIOR TO this purchase:                              $
         --------                                              ----------------------------------------------------

         Available Amount to be purchased:                    $
                                                               ----------------------------------------------------

         Remaining Available Amount
         AFTER this purchase:                                 $
         -----                                                 ----------------------------------------------------

         Remaining Monthly Base Amount
         AFTER this purchase:                                 $
         -----                                                 ----------------------------------------------------
<CAPTION>

Please confirm the following information:
<S>                                                           <C>
         Purchase Price per share:                   $
                                                      --------
         [ ] Fixed Purchase Price of $____
         [ ] Low Sale Price on Date Hereof
         [ ] Average of ____ Closing Sale Prices for _______($___),  _______($___),  _______($___).

         Number of shares of Common Stock to be issued:

Please issue the shares of Common Stock in the following name and to the
following address:

         Issue to:
                                                              -----------------------------------------------------


         Authorized Signature:
                                                              -----------------------------------------------------
                                                              Name:
                                                                    -----------------------------------------------
                                                              Title:
                                                                    -----------------------------------------------
                                                              Phone #:
                                                                      ---------------------------------------------

         Broker DTC Participant Code:                ________________
         Account Number* :                           ________________
</TABLE>

         * NOTE THAT RECEIVING BROKER MUST INITIATE TRANSACTION ON DWAC SYSTEM.


<PAGE>


                                    EXHIBIT B
                                    ---------

                 FORM OF COMPANY CONFIRMATION OF PURCHASE NOTICE

         Reference is made to the Common Stock Purchase Agreement (the "COMMON
STOCK PURCHASE AGREEMENT") between _______ (the "COMPANY") and FUSION CAPITAL
FUND II, LLC dated ________. In accordance with and pursuant to the Common Stock
Purchase Agreement, the undersigned hereby confirms and authorizes the issuance
of shares of common stock, par value $___ per share (the "COMMON STOCK") of the
Company, in connection with the Purchase Notice (as defined in the Common Stock
Purchase Agreement) attached hereto. Specifically, the Company hereby confirms
the following information:
<TABLE>
<CAPTION>
<S>                                                           <C>
         Purchase Date:
                                                              -----------------------------------------------------
         Monthly Period Dates:
                                                              -----------------------------------------------------
         Initial Available Amount:                            $___________
         Monthly Base Amount:                                 $___________

         Remaining Available Amount
         PRIOR TO this purchase:                              $
         --------                                              ----------------------------------------------------

         Remaining Monthly Base Amount
         PRIOR TO this purchase:                              $
         --------                                              ----------------------------------------------------

         Available Amount to be purchased:                    $
                                                               ----------------------------------------------------

         Remaining Available Amount
         AFTER this purchase:                                 $
         -----                                                 ----------------------------------------------------

         Remaining Monthly Base Amount
         AFTER this purchase:                                 $
         -----                                                 ----------------------------------------------------

         Purchase Price per share:                            $
                                                               ----------------------------------------------------

         Number of shares of Common
         Stock to be issued:
                                                              -----------------------------------------------------


The shares of Common Stock shall be issued in the name and to the address as set forth in the applicable Purchase Notice.


         Authorized Signature
                                                              -----------------------------------------------------
                                                              Name:
                                                                    -----------------------------------------------
                                                              Title:
                                                                     ----------------------------------------------
                                                              Phone #:
                                                                      ---------------------------------------------
                                                              Fax #:
                                                                    -----------------------------------------------
</TABLE>


<PAGE>



                                    EXHIBIT C
                                    ---------

                      FORM OF REGISTRATION RIGHTS AGREEMENT


[SENT SEPARATELY]









<PAGE>


                                    EXHIBIT D
                                    ---------

                         FORM OF COMPANY COUNSEL OPINION

         Capitalized terms used herein but not defined herein, have the meaning
set forth in the Common Stock Purchase Agreement. Based on the foregoing, and
subject to the assumptions and qualifications set forth herein, we are of the
opinion that:


1.       The Company is a corporation existing and in good standing under the
         laws of the State of _________. The Company is qualified to do business
         as a foreign corporation and is in good standing in the States of_____.

2.       The Company has the corporate power to execute and deliver, and perform
         its obligations under, each Transaction Document to which it is a
         party. The Company has the corporate power to conduct its business as,
         to the best of our knowledge, it is now conducted, and to own and use
         the properties owned and used by it.

3.       The execution, delivery and performance by the Company of the
         Transaction Documents to which it is a party have been duly authorized
         by all necessary corporate action on the part of the Company. The
         execution and delivery of the Transaction Documents by the Company, the
         performance of the obligations of the Company thereunder and the
         consummation by it of the transactions contemplated therein have been
         duly authorized and approved by the Company's Board of Directors and no
         further consent, approval or authorization of the Company, its Board of
         Directors or its stockholders is required. The Transaction Documents to
         which the Company is a party have been duly executed and delivered by
         the Company and are the valid and binding obligations of the Company,
         enforceable against the Company in accordance with their terms except
         as such enforceability may be limited by general principals of equity
         or applicable bankruptcy, insolvency, liquidation or similar laws
         relating to, or affecting creditor's rights and remedies.

4.       The issuance and sale of the Commitment Shares and the Purchase Shares
         pursuant to the terms and conditions of the Common Stock Purchase
         Agreement has been duly authorized. ______ shares of Common Stock have
         been properly reserved for issuance as Purchase Shares in accordance
         with the Common Stock Purchase Agreement. The Commitment Shares have
         been issued in accordance with the Common Stock Purchase Agreement and
         are validly issued, fully paid and non-assessable and free of all
         taxes, liens, charges, restrictions, rights of first refusal and
         preemptive rights. When issued and paid for in accordance with the
         Common Stock Purchase Agreement, the Purchase Shares shall be validly
         issued, fully paid and non-assessable and free of all taxes, liens,
         charges, restrictions, rights of first refusal and preemptive rights.
         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.

5.       The execution, delivery and performance by the Company of the
         Transaction Documents, the consummation by the Company of the
         transactions contemplated thereby including the offering, sale and
         issuance of the Commitment Shares and the Purchase Shares in accordance
         with the terms and conditions of the Common Stock Purchase Agreement,
         and fulfillment and compliance with terms of the Transaction Documents,
         does not and shall not: (i) conflict with, constitute a breach of or
         default (or an event which, with the giving of notice or lapse of time
         or both, constitutes or could constitute a breach or a default), under
         (a) the Certificate of Incorporation or the Bylaws of the Company, (b)
         any material agreement, note, lease, mortgage, deed or other material
         instrument to which to our knowledge the Company is a party or by which
         the Company or any of its assets are bound, (ii) result in any
         violation of any statute, law, rule or regulation applicable to the
         Company, or (iii) to our knowledge, violate any order, writ, injunction
         or decree applicable to the Company or any of its subsidiaries.
<PAGE>

6.       As of the date hereof, the authorized capital stock of the Company
         consists of (i) ___________ shares of Common Stock, par value $_____
         per share, of which to our knowledge ___________ shares are issued and
         outstanding, and (ii) ________ shares of preferred stock, par value
         $_____ per share of which to our knowledge ________ shares are issued
         and outstanding. Except as set forth on Schedule 3(c) of the Common
         Stock Purchase Agreement, to our knowledge, there are no outstanding
         shares of capital stock or other securities convertible into or
         exchangeable or exercisable for shares of the capital stock of the
         Company.

7.       The Common Stock is registered pursuant to Section 12(g) of the
         Exchange Act. To our knowledge, since January 1, 1999, the Company has
         been in compliance with the reporting requirements of the Exchange Act
         applicable to it. To our knowledge, since January 1, 1999, the Company
         has not received any written notice from the Principal Market stating
         that the Company has not been in compliance with any of the rules and
         regulations (including the requirements for continued listing) of the
         Principal Market.

8.       Other then which has been obtained and completed prior to the date
         hereof, no authorization, approval, consent, filing or other order of
         any federal or state governmental body, regulatory agency,
         self-regulatory organization or stock exchange or market, or the
         shareholders of the Company, or any court, or, to our knowledge, any
         third party, is required to be obtained by the Company to enter into
         and perform its obligations under the Transaction Documents or for the
         issuance and sale of the Commitment Shares or the Purchase Shares as
         contemplated by the Transaction Documents.

         We further advise you that to our knowledge, except as disclosed on
Schedule 3(h) in the Common Stock Purchase Agreement, there is no action, suit,
proceeding, inquiry or investigation before or by any court, public board or
body, any governmental agency, any stock exchange or market, or self-regulatory
organization, which has been threatened in writing or which is currently pending
against the Company, any of its subsidiaries, any officers or directors of the
Company or any of its subsidiaries or any of the properties of the Company or
any of its subsidiaries.

         In addition, we have participated in the preparation of the
Registration Statement (SEC File #________) covering the sale of the Purchase
Shares and the Commitment Shares including the prospectus dated ____________,
contained therein and in conferences with officers and other representatives of
the Company (including the Company's independent auditors) during which the
contents of the Registration Statement and related matters were discussed and
reviewed and, although we are not passing upon and do not assume any
responsibility for the accuracy, completeness or fairness of the statements
contained in the Registration Statement, on the basis of the information that
was developed in the course of the performance of the services referred to
above, considered in the light of our understanding of the applicable law,
nothing came to our attention that caused us to believe that the Registration
Statement (other than the financial statements and schedules and the other
financial and statistical data included therein, as to which we express no
belief), as of their dates, contained any untrue statement of a material fact or
omitted to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.

<PAGE>


                                    EXHIBIT E
                                    ---------

                          FORM OF OFFICER'S CERTIFICATE

         This Officer's Certificate ("CERTIFICATE") is being delivered pursuant
to Section 7(e) of that certain Common Stock Purchase Agreement dated as of
_________, ("COMMON STOCK PURCHASE AGREEMENT"), by and between ___________, a
_______ corporation (the "COMPANY"), and FUSION CAPITAL FUND II, LLC (the
"BUYER"). Terms used herein and not otherwise defined shall have the meanings
ascribed to them in the Common Stock Purchase Agreement.

         The undersigned, ___________, ______________ of the Company, hereby
certifies as follows:

                  1. I am the _____________ of the Company and make the
         statements contained in this Certificate;

                  2. The representations and warranties of the Company contained
         in the Common Stock Purchase Agreement are true and correct as of the
         date hereof;

                  3. The Company has performed, satisfied and complied in all
         material respects with covenants, agreements and conditions required by
         the Transaction Documents to be performed, satisfied or complied with
         by the Company at or prior to the Commencement Date.

         IN WITNESS WHEREOF, I have hereunder signed my name on this ___ day of
___________.


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

         The undersigned as Secretary of ________, a ________ corporation,
hereby certifies that ___________ is the duly elected, appointed, qualified and
acting ________ of _________ and that the signature appearing above is his
genuine signature.

                                            -----------------------------------
                                                     Secretary

<PAGE>


                                    EXHIBIT F
                                    ---------

                           FORM OF COMPANY RESOLUTIONS

         WHEREAS, there has been presented to the Board of Directors of
________, (the "Corporation") a draft of a Common Stock Purchase Agreement (the
"Purchase Agreement") by and among the Corporation and Fusion Capital Fund II,
LLC ("Fusion"), providing for the purchase by Fusion of up to _____________
Dollars ($_________) of the Corporation's common stock, par value $___ (the
"Common Stock"); and

         WHEREAS, after careful consideration of the Purchase Agreement, the
documents incident thereto and other factors deemed relevant by the Board of
Directors, the Board of Directors has determined that it is advisable and in the
best interests of the Corporation to engage in to transactions contemplated by
the Purchase Agreement.

                              TRANSACTION DOCUMENTS
                              ---------------------

         RESOLVED, that the transactions described in the Purchase Agreement are
hereby approved and ____________________________________________ (the
"Authorized Officers") are severally authorized to execute and deliver the
Purchase Agreement, and any other agreements or documents contemplated thereby
(including, without limitation, a registration rights agreement (the
"Registration Rights Agreement") providing for the sale of the shares of the
Company's Common Stock issuable in respect of the Purchase Agreement) on behalf
of the Corporation, with such amendments, changes, additions and deletions as
the Authorized Officers may deem to be appropriate and approve on behalf of, the
Corporation, such approval to be conclusively evidenced by the signature of an
Authorized Officer thereon; and

         FURTHER RESOLVED, that the terms and provisions of the Registration
Rights Agreement by and among the Corporation and Fusion are hereby approved and
the Authorized Officers are authorized to execute and deliver the Registration
Rights Agreement (pursuant to the terms of the Purchase Agreement), with such
amendments, changes, additions and deletions as the Authorized Officer may deem
appropriate and approve on behalf of, an Corporation, such approval to be
conclusively evidenced by the signature of an Authorized Officer thereon; and

         FURTHER RESOLVED, that the terms and provisions of the Form of Transfer
Agent Instructions (the "Instructions") are hereby approved and the Authorized
Officers are authorized to execute and deliver the Instructions (pursuant to the
terms of the Purchase Agreement), with such amendments, changes, additions and
deletions as the Authorized Officers may deem appropriate and approve on behalf
of, the Corporation, such approval to be conclusively evidenced by the signature
of an Authorized Officer thereon; and

                         EXECUTION OF PURCHASE AGREEMENT
                         -------------------------------

         FURTHER RESOLVED, that the Corporation be and it hereby is authorized
to execute the Purchase Agreement providing for the purchase of common stock of
the Corporation having an aggregate value of up to $___________; and

<PAGE>

                            ISSUANCE OF COMMON STOCK
                            ------------------------

         FURTHER RESOLVED, that the Corporation is hereby authorized to issue
the Commitment Shares (as defined in the Purchase Agreement) and that, upon
issuance of the Commitment Shares pursuant to the Purchase Agreement, the
Commitment Shares will be duly authorized, validly issued, fully paid and
nonassessable with no personal liability attaching to the ownership thereof; and

         FURTHER RESOLVED, that the Corporation is hereby authorized to issue
shares of Common Stock upon the purchase of shares of Common Stock up to the
available amount under the Purchase Agreement (the "Purchase Shares") in
accordance with the terms of the Purchase Agreement and that, upon issuance of
the Purchase Shares pursuant to the Purchase Agreement, the Purchase Shares will
be duly authorized, validly issued, fully paid and nonassessable with no
personal liability attaching to the ownership thereof; and

         FURTHER RESOLVED, that the Corporation shall initially reserve
_________ shares of Common Stock for issuance as Purchase Shares under the
Purchase Agreement.

                             REGISTRATION STATEMENT
                             ----------------------

         The management of the Corporation has prepared an initial draft of a
Registration Statement on Form ___ (the "Registration Statement") in order to
register the sale of the Purchase Shares and the Commitment Shares
(collectively, the "Shares"); and

         The Board of Directors has determined to approve the Registration
Statement and to authorize the appropriate officers of the Corporation to take
all such actions as they may deem appropriate to effect the Offering; and

         NOW, THEREFORE, BE IT RESOLVED, that the officers and directors of the
Corporation be, and each of them hereby is, authorized and directed, with the
assistance of counsel and accountants for the Corporation, to prepare, execute
and file with the Securities and Exchange Commission (the "Commission") the
Registration Statement, which Registration Statement shall be filed
substantially in the form presented to the Board of Directors, with such changes
therein as the Chief Executive Officer of the Corporation or any Vice President
of the Corporation shall deem desirable and in the best interest of the
Corporation and its shareholders (such officer's execution thereof including
such changes shall be deemed to evidence conclusively such determination); and

         FURTHER RESOLVED, that the officers of the Corporation be, and each of
them hereby is, authorized and directed, with the assistance of counsel and
accountants for the Corporation, to prepare, execute and file with the
Commission all amendments, including post-effective amendments, and supplements
to the Registration Statement, and all certificates, exhibits, schedules,
documents and other instruments relating to the Registration Statement, as such
officers shall deem necessary or appropriate (such officer's execution and
filing thereof shall be deemed to evidence conclusively such determination); and

<PAGE>

         FURTHER RESOLVED, that the execution of the Registration Statement and
of any amendments and supplements thereto by the officers and directors of the
Corporation be, and the same hereby is, specifically authorized either
personally or by the Authorized Officers as such officer's or director's true
and lawful attorneys-in-fact and agents; and

         FURTHER RESOLVED, that the Authorized Officers are hereby is designated
as "Agent for Service" of the Corporation in connection with the Registration
Statement and the filing thereof with the Commission, and the Authorized
Officers hereby are, authorized to receive communications and notices from the
Commission with respect to the Registration Statement; and

         FURTHER RESOLVED, that the officers of the Corporation be, and each of
them hereby is, authorized and directed to pay all fees, costs and expenses that
may be incurred by the Corporation in connection with the Registration
Statement; and

         FURTHER RESOLVED, that it is desirable and in the best interest of the
Corporation that the Shares be qualified or registered for sale in various
states; that the officers of the Corporation be, and each of them hereby is,
authorized to determine the states in which appropriate action shall be taken to
qualify or register for sale all or such part of the Shares as they may deem
advisable; that said officers be, and each of them hereby is, authorized to
perform on behalf of the Corporation any and all such acts as they may deem
necessary or advisable in order to comply with the applicable laws of any such
states, and in connection therewith to execute and file all requisite papers and
documents, including, but not limited to, applications, reports, surety bonds,
irrevocable consents, appointments of attorneys for service of process and
resolutions; and the execution by such officers of any such paper or document or
the doing by them of any act in connection with the foregoing matters shall
conclusively establish their authority therefor from the Corporation and the
approval and ratification by the Corporation of the papers and documents so
executed and the actions so taken; and

         FURTHER RESOLVED, that if, in any state where the securities to be
registered or qualified for sale to the public, or where the Corporation is to
be registered in connection with the public offering of the Securities, a
prescribed form of resolution or resolutions is required to be adopted by the
Board of Directors, each such resolution shall be deemed to have been and hereby
is adopted, and the Secretary is hereby authorized to certify the adoption of
all such resolutions as though such resolutions were now presented to and
adopted by the Board of Directors; and

         FURTHER RESOLVED, that the officers of the Corporation with the
assistance of counsel be, and each of them hereby is, authorized and directed to
take all necessary steps and do all other things necessary and appropriate to
effect the listing of the Shares on the __________.

                               APPROVAL OF ACTIONS
                               -------------------

         RESOLVED, that, without limiting the foregoing, the Authorized Officers
are, and each of them hereby is, authorized and directed to proceed on behalf of
the Corporation and to take all such steps as deemed necessary or appropriate,
with the advice and assistance of counsel, to cause the Corporation to
consummate the agreements referred to herein and to perform its obligations
under such agreements; and

         RESOLVED, that the Authorized Officers be, and each of them hereby is,
authorized, empowered and directed on behalf of and in the name of the
Corporation, to take or cause to be taken all such further actions and to
execute and deliver or cause to be executed and delivered all such further
agreements, amendments, documents, certificates, reports, schedules,
applications, notices, letters and undertakings and to incur and pay all such
fees and expenses as in their judgment shall be necessary, proper or desirable
to carry into effect the purpose and intent of any and all of the foregoing
resolutions, and that all actions heretofore taken by any officer or director of
the Corporation in connection with the transactions contemplated by the
agreements described herein are hereby approved, ratified and confirmed in all
respects.

<PAGE>

                                    EXHIBIT G
                                    ---------

                       FORM OF TRANSFER AGENT INSTRUCTIONS

                               [COMMENCEMENT DATE]

[TRANSFER AGENT]
[ADDRESS]

Attn:  __________________

Ladies and Gentlemen:

         Reference is made to that certain Common Stock Purchase Agreement (the
"Common Stock Purchase Agreement"), dated as of ____________, by and between
_______, a _________ corporation (the "COMPANY"), and FUSION CAPITAL FUND II,
LLC (together with its assigns, the "BUYER"), pursuant to which the Company may
sell to the Buyer up to ___________ Dollars ($_______) of the Company's common
stock, par value $___ per share (the "COMMON STOCK"). The shares of Common Stock
to be purchased thereunder are referred to herein as, the "PURCHASE Shares."
This letter shall serve as our irrevocable authorization and direction to you
(provided that you are the transfer agent of the Company at such time) to issue
the Purchase Shares to the Buyer from time to time upon surrender to you of a
properly completed and duly executed Purchase Notice, in the form attached
hereto as Exhibit I, and a Company Confirmation of Purchase Notice, in the form
attached hereto as Exhibit II.

         Specifically, upon receipt by the Company of a copy of a Purchase
Notice, the Company shall as soon as practicable, but in no event later than one
(1) Trading Day (as defined below) after receipt of such Purchase Notice, send,
via facsimile, a Company Confirmation of Purchase Notice to the Buyer and to
you, which confirmation shall constitute an irrevocable instruction to you to
process such Purchase Notice in accordance with the terms of these instructions
and the Company Confirmation of Purchase Notice. Upon your receipt of a copy of
the executed Purchase Notice and a copy of the applicable Company Confirmation
of Purchase Notice, you shall use your best efforts to, within one (1) Trading
Day following the date of receipt of the Company Confirmation of Purchase
Notice, (A) issue and surrender to a common carrier for overnight delivery to
the address as specified in the Purchase Notice, a certificate, registered in
the name of the Buyer or its designee, for the number of shares of Common Stock
to which the Buyer shall be entitled as set forth in the Company Confirmation of
Purchase Notice or (B) provided you are participating in The Depository Trust
Company ("DTC") Fast Automated Securities Transfer Program, upon the request of
the Buyer, credit such aggregate number of shares of Common Stock to which the
Buyer shall be entitled to the Buyer's or its designee's balance account with
DTC through its Deposit Withdrawal At Custodian ("DWAC") system provided the
Buyer causes its bank or broker to initiate the DWAC transaction. ("TRADING DAY"
shall mean any day on which the Nasdaq Market is open for customary trading.)

         The Company hereby confirms to you and the Buyer that certificates
representing the Purchase Shares shall not bear any legend restricting transfer
of the Purchase Shares thereby and should not be subject to any stop-transfer
restrictions and shall otherwise be freely transferable on the books and records
of the Company provided that the Company counsel delivers the Notice of
Effectiveness set forth in Exhibit III attached hereto, and that if the Purchase
Shares are not registered for sale under the Securities Act of 1933, as amended,
then the certificates for the Purchase Shares shall bear the following legend:

<PAGE>

         "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
         STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT
         AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE
         ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
         LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE
         COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE
         STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
         ACT."

         The Company hereby confirms to you and the Buyer that no instructions
other than as contemplated herein will be given to you by the Company with
respect to the Purchase Shares.

         Please be advised that the Buyer is relying upon this letter as an
inducement to purchase shares of Common Stock under the Common Stock Purchase
Agreement and, accordingly, the Buyer is a third party beneficiary to these
instructions.

         Should you have any questions concerning this matter, please contact me
at (___) ___-____.

                                               Very truly yours,

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

                                               By:__________________________
                                               Name: _______________________
                                               Its:  _______________________



ACKNOWLEDGED AND AGREED:
[TRANSFER AGENT]


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


CC:      FUSION CAPITAL FUND II, LLC


<PAGE>



                                    EXHIBIT I
                                    ---------
                         TO TRANSFER AGENT INSTRUCTIONS
                         ------------------------------

                             FORM OF PURCHASE NOTICE


See attached.




[ATTACH EXHIBIT A TO COMMON STOCK PURCHASE AGREEMENT.]





<PAGE>


                                   EXHIBIT II
                                   ----------
                         TO TRANSFER AGENT INSTRUCTIONS
                         ------------------------------

                 FORM OF COMPANY CONFIRMATION OF PURCHASE NOTICE


See attached.




[ATTACH EXHIBIT B TO COMMON STOCK PURCHASE AGREEMENT.]





<PAGE>


                                   EXHIBIT III
                                   -----------
                         TO TRANSFER AGENT INSTRUCTIONS
                         ------------------------------

                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT

[DATE]

[TRANSFER AGENT]
[ADDRESS]

Attn:  __________________

Ladies and Gentlemen:

         We are counsel to _______, a ___________ corporation (the "COMPANY"),
and have represented the Company in connection with that certain Common Stock
Purchase Agreement (the "COMMON STOCK PURCHASE AGREEMENT") entered into as of
_________, by and between the Company and FUSION CAPITAL FUND II, LLC (the
"BUYER") pursuant to which (i) the Company may sell to the Buyer up to
___________ Dollars ($___________) of the Company's common stock, par value
$____ per share (the "COMMON STOCK" and the shares of Common Stock to be
purchased thereunder are referred to herein as, the "PURCHASE SHARES"), and (ii)
the Company has agreed to issue to the Buyer _______ shares of Common Stock (the
"COMMITMENT SHARES"). Pursuant to the Common Stock Purchase Agreement, the
Company also has entered into a Registration Rights Agreement with the Buyer
(the "REGISTRATION RIGHTS AGREEMENT") pursuant to which the Company agreed,
among other things, to register the Purchase Shares and the Commitment Shares
under the Securities Act of 1933, as amended (the "1933 ACT"). In connection
with the Company's obligations under the Common Stock Purchase Agreement and the
Registration Rights Agreement, on _____________, the Company filed a
Registration Statement (File No. 333-_____________) (the "REGISTRATION
STATEMENT") with the Securities and Exchange Commission (the "SEC") relating to
the sale of the Purchase Shares and the Commitment Shares.

         In connection with the foregoing, we advise you that a member of the
SEC's staff has advised us by telephone that the SEC has entered an order
declaring the Registration Statement effective under the 1933 Act at [ENTER TIME
OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge,
after telephonic inquiry of a member of the SEC's staff, that any stop order
suspending its effectiveness has been issued or that any proceedings for that
purpose are pending before, or threatened by, the SEC and the Purchase Shares
and the Commitment Shares are available for sale under the 1933 Act pursuant to
the Registration Statement.

         The Buyer has confirmed it shall comply with all securities laws and
regulations applicable to it including applicable prospectus delivery
requirements upon sale of the Commitment Shares or the Purchase Shares.

                                                     Very truly yours,
                                                     [COMPANY COUNSEL]

                                                     By:____________________

CC:       FUSION CAPITAL FUND II, LLC


<PAGE>



                                    EXHIBIT H
                                    ---------

                         FORM OF SECRETARY'S CERTIFICATE

         This Secretary's Certificate ("Certificate") is being delivered
pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated
as of __________, ("Common Stock Purchase Agreement"), by and between _______, a
________ corporation (the "Company") and FUSION CAPITAL FUND II, LLC (the
"Buyer"), pursuant to which the Company may sell to the Buyer up to __________
Dollars ($___________) of the Company's Common Stock, par value $_____ per share
(the "Common Stock"). Terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Common Stock Purchase Agreement.

The undersigned, ____________, Secretary of the Company, hereby certifies as
follows:

                  1. I am the Secretary of the Company and make the statements
         contained in this Secretary's Certificate.

                  2. Attached hereto as Exhibit A and Exhibit B are true,
         correct and complete copies of the Company's bylaws ("Bylaws") and
         Certificate of Incorporation ("Articles"), in each case, as amended
         through the date hereof, and no action has been taken by the Company,
         its directors, officers or shareholders, in contemplation of the filing
         of any further amendment relating to or affecting the Bylaws or
         Articles.

                  3. Attached hereto as Exhibit C are true, correct and complete
         copies of the resolutions duly adopted by the Board of Directors of the
         Company on _____________, at which a quorum was present and acting
         throughout. Such resolutions have not been amended, modified or
         rescinded and remain in full force and effect and such resolutions are
         the only resolutions adopted by the Company's Board of Directors, or
         any committee thereof, or the shareholders of the Company relating to
         or affecting (i) the entering into and performance of the Common Stock
         Purchase Agreement, or the issuance, offering and sale of the Purchase
         Shares and the Commitment Shares and (ii) and the performance of the
         Company of its obligation under the Transaction Documents as
         contemplated therein.

                  4. As of the date hereof, the authorized, issued and reserved
         capital stock of the Company is as set forth on Exhibit D hereto.


<PAGE>


         IN WITNESS WHEREOF, I have hereunder signed my name on this ___ day of
____________.



                                                 -------------------------
                                                    Secretary


         The undersigned as ___________ of __________, a ________ corporation,
hereby certifies that ____________ is the duly elected, appointed, qualified and
acting Secretary of _________, and that the signature appearing above is his
genuine signature.


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