Exhibit 10.13
                          SECURITIES PURCHASE AGREEMENT

         THIS  SECURITIES  PURCHASE  AGREEMENT (this  "Agreement"),  dated as of
March 19,  2001,  by and among  NEXLAND,  INC.,  a  Delaware  corporation,  with
headquarters  located at 1101  Brickel  Avenue,  North  Tower 2nd Floor,  Miami,
Florida  33131 (the  "Company"),  and the Buyers  listed on  Schedule I attached
hereto (individually, a "Buyer" or collectively "Buyers" ).

                                   WITNESSETH:

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

         WHEREAS,  the parties  desire  that,  upon the terms and subject to the
conditions  contained herein,  the Company shall issue and sell to the Buyer(s),
as  provided  herein,  and the  Buyer(s)  shall  purchase  Two Hundred and Fifty
Thousand  Dollars   ($250,000)  of  convertible   debentures  (the  "Convertible
Debentures"),  which shall be  convertible  into shares of the Company's  common
stock, (the "Common Stock") (as converted, the "Conversion Shares"), for a total
purchase  price of Two  Hundred  and  Fifty  Thousand  Dollars  ($250,000)  (the
"Purchase  Price") in the  respective  amounts set forth  opposite each Buyer(s)
name on Schedule I ( the "Subscription Amount"); and

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

         WHEREAS,  the Convertible  Debentures are being offered through The May
Davis Group, Inc. (the "Placement  Agent"), as the Company's exclusive placement
agent for the offering; and

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

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


<PAGE>

         1.       PURCHASE AND SALE OF CONVERTIBLE DEBENTURES.

                  (a)  Purchase  of  Convertible  Debentures.   Subject  to  the
         satisfaction (or waiver) of the terms and conditions of this Agreement,
         each Buyer agrees,  severally  and not jointly,  to purchase at Closing
         (as defined  herein below) and the Company  agrees to sell and issue to
         each  Buyer,  severally  and  not  jointly,  at  Closing,   Convertible
         Debentures in amounts  corresponding  with the Subscription  Amount set
         forth  opposite each Buyer's name on Schedule I hereto.  Upon execution
         hereof by a Buyer,  the Buyer  shall  wire  transfer  the  Subscription
         Amount set forth opposite his name on Schedule I in same-day funds or a
         check  payable  to "First  Union  National  Bank,  as Escrow  Agent for
         Nexland,  Inc./ The May Davis Group,  Inc.", which Subscription  Amount
         shall be held in escrow  pursuant to the terms of the Escrow  Agreement
         (as  hereinafter  defined)  and  disbursed  in  accordance   therewith.
         Notwithstanding  the foregoing,  a Buyer may withdraw his  Subscription
         Amount and terminate  this Agreement as to such Buyer at any time after
         the execution hereof and prior to Closing (as hereinafter defined).

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

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

         2.       BUYER'S REPRESENTATIONS AND WARRANTEES.

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


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

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

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

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

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


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<PAGE>

                  (f) TRANSFER OR RESALE.  Such Buyer understands that except as
         provided in the  Registration  Rights  Agreement:  (i) the  Convertible
         Debentures  have not been and are not being  registered  under the 1933
         Act or any state  securities  laws,  and may not be  offered  for sale,
         sold,  assigned  or  transferred  unless  (A)  subsequently  registered
         thereunder,  or (B) such Buyer shall have  delivered  to the Company an
         opinion of counsel, in a generally  acceptable form, to the effect that
         such  securities  to be  sold,  assigned  or  transferred  may be sold,
         assigned or transferred pursuant to an exemption from such registration
         requirements; (ii) any sale of such securities made in reliance on Rule
         144 under the 1933 Act (or a successor  rule thereto)  ("Rule 144") may
         be made only in accordance  with the terms of Rule 144 and further,  if
         Rule  144 is not  applicable,  any  resale  of  such  securities  under
         circumstances  in which the seller (or the person through whom the sale
         is made) may be deemed to be an underwriter (as that term is defined in
         the 1933 Act) may require  compliance  with some other  exemption under
         the 1933 Act or the rules and  regulations of the SEC there under;  and
         (iii) neither the Company nor any other person is under any  obligation
         to register such securities  under the 1933 Act or any state securities
         laws or to comply with the terms and conditions of any exemption  there
         under.   The  Company   reserves  the  right  to  place  stop  transfer
         instructions  against the shares and  certificates  for the  Conversion
         Shares.

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

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

         The legend set forth above shall be removed and the Company shall issue
         a  certificate  without  such  legend to the  holder of the  Conversion
         Shares upon which it is stamped, if, unless otherwise required by state
         securities  laws, (i) in connection with a sale  transaction,  provided
         the  Conversion  Shares  are  registered  under the 1933 Act or (ii) in
         connection  with a sale  transaction,  such holder provides the Company

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<PAGE>

         with an opinion of counsel,  in form  acceptable to the Company and its
         counsel,  to the effect that a public sale,  assignment  or transfer of
         the Conversion Shares may be made without  registration  under the 1933
         Act.

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

                  (i)  Receipt of  Documents.  Such Buyer and his or its counsel
         has received and read in their  entirety:  (i) this  Agreement and each
         representation,   warranty   and  covenant   set  forth   herein,   the
         Registration Rights Agreement,  and the Escrow Agreement;  (ii) all due
         diligence  and other  information  necessary to verify the accuracy and
         completeness of such representations,  warranties and covenants;  (iii)
         the Company's  Form 10-KSB for the fiscal year ended December 31, 1999;
         (iv) the Company's  Form 10-QSB for the fiscal  quarter March 31, 2000,
         June 30, 2000, and September 30, 2000; and (v) answers to all questions
         the Buyer  submitted  to the Company  regarding  an  investment  in the
         Company; and the Buyer has relied on the information  contained therein
         and has not been furnished any other documents, literature,  memorandum
         or prospectus.

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

                  (k) Due  Authorization of Fiduciary Buyers. If the Buyer(s) is
         purchasing  the  Convertible  Debentures  in a fiduciary  capacity  for
         another person or entity, including, without limitation, a corporation,
         partnership,  trust or any other  entity,  the  Buyer(s)  has been duly
         authorized  and  empowered  to execute  this  Agreement  and such other
         person  fulfills all the  requirements  for purchase of the Convertible
         Debentures and agrees to be bound by the obligations,  representations,
         warranties,  and  covenants  contained  herein.  Upon  request  of  the
         Company, the Buyer(s) will provide true, complete and current copies of
         all relevant documents creating the Buyers,  authorizing its investment
         in the Company and/or evidencing the satisfaction of the foregoing.

                  (l) Further Representations by Foreign Buyers. If the Buyer(s)
         is not a U.S. Person (as defined below),  such Buyer hereby  represents
         that such  Buyer(s) is satisfied as to full  observance  of the laws of
         such  Buyer's   jurisdiction  in  connection  with  any  invitation  to
         subscribe for the securities or any use of this  Agreement,  including:
         (i)  the  legal  requirements  of  such  Buyer's  jurisdiction  for the
         purchase  of the  securities,  (ii) any foreign  exchange  restrictions
         applicable to such purchase,  (iii) any  governmental or other consents
         that may need to be  obtained,  and (iv) the  income  tax and other tax
         consequences,  if any, which may be relevant to the purchase,  holding,
         redemption,   sale,  or  transfer  of  the  securities.   Such  Buyer's
         subscription  and payment for, and such  Buyer's  continued  beneficial


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<PAGE>

         ownership of, the securities will not violate any applicable securities
         or other laws of such Buyer's  jurisdiction.  The term "U.S. Person" as
         used  herein  shall mean any person who is a citizen or resident of the
         United States or Canada, or any state, territory or possession thereof,
         including,  but not limited to, any estate of any such  person,  or any
         corporation,  partnership,  trust or other  entity  created or existing
         under the laws thereof, or any entity controlled or owned by any of the
         foregoing.

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

                  3.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

         The Company represents and warrants to each of the Buyers that:

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

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


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         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  50,000,000shares  of Common
         Stock,  par value  $0.0001  per share,  of which as of March 19,  2001,
         36,027,378 shares were issued and outstanding.  All of such outstanding
         shares have been validly  issued and are fully paid and  nonassessable.
         Except as disclosed in the SEC  Documents  (as defined in Section 3(f))
         as amended,  no shares of Common Stock are subject to preemptive rights
         or any other similar  rights or any liens or  encumbrances  suffered or
         permitted by the Company. Except as disclosed in the SEC Documents , as
         of the date of this  Agreement,  (i) there are no outstanding  options,
         warrants,  scrip,  rights to subscribe to, calls or  commitments of any
         character  whatsoever  relating to, or securities or rights convertible
         into,  any  shares  of  capital  stock  of  the  Company  or any of its
         subsidiaries, or contracts, commitments, understandings or arrangements
         by which the Company or any of its  subsidiaries is or may become bound
         to issue  additional  shares of capital  stock of the Company or any of
         its subsidiaries or options,  warrants,  scrip, rights to subscribe to,
         calls or  commitments  of any  character  whatsoever  relating  to,  or
         securities or rights  convertible  into, any shares of capital stock of
         the Company or any of its  subsidiaries,  (ii) there are no outstanding
         debt securities and (iii) there are no agreements or arrangements under
         which the Company or any of its  subsidiaries  is obligated to register
         the sale of any of their securities under the 1933 Act (except pursuant
         to the  Registration  Rights  Agreement).  There are no  securities  or
         instruments containing anti-dilution or similar provisions that will be
         triggered by the issuance of the Convertible Debentures as described in
         this Agreement. The Company has furnished to the Buyer true and correct
         copies of the Company's Certificate of Incorporation, as amended and as
         in effect on the date hereof (the "Certificate of Incorporation"),  and
         the Company's By-laws, as in effect on the date hereof (the "By-laws"),
         and the terms of all securities  convertible  into or  exercisable  for
         Common Stock and the material  rights of the holders thereof in respect
         thereto other than stock options issued to employees and consultants.

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

                  (e) NO CONFLICTS.  Except as disclosed in SEC  Documents,  the
         execution,  delivery and  performance  of this Agreement by the Company
         and the  consummation by the Company of the  transactions  contemplated
         hereby  will  not (i)  result  in a  violation  of the  Certificate  of
         Incorporation,  any  certificate  of  designations  of any  outstanding
         series  of  preferred  stock  of the  Company  or the  By-laws  or (ii)
         conflict with or constitute a default (or an event which with notice or
         lapse of time or both would become a default)  under, or give to others

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

                  (f) SEC  DOCUMENTS:  FINANCIAL  STATEMENTS.  Since  January 1,
         2000, the Company has filed all reports,  schedules,  forms, statements
         and other  documents  required  to be filed by it with the SEC under of
         the  Securities  Exchange Act of 1934, as amended (the "1934 Act") (all
         of the  foregoing  filed prior to the date hereof or amended  after the
         date hereof and all exhibits included therein and financial  statements
         and schedules thereto and documents  incorporated by reference therein,
         being hereinafter referred to as the "SEC Documents").  The Company has
         delivered  to the Buyers or their  representatives,  or made  available
         through the SEC's  website at  http://www.sec.gov.,  true and  complete
         copies  of  the  SEC  Documents.  As of  their  respective  dates,  the
         financial statements of the Company disclosed in the SEC Documents (the
         "Financial  Statements")  complied as to form in all material  respects
         with  applicable  accounting  requirements  and the published rules and
         regulations of the SEC with respect thereto.  Such financial statements
         have been prepared in accordance  with  generally  accepted  accounting
         principles,  consistently applied,  during the periods involved (except
         (i) as may be otherwise  indicated in such Financial  Statements or the
         notes thereto, or (ii) in the case of unaudited interim statements,  to
         the extent they may exclude  footnotes  or may be  condensed or summary
         statements)  and fairly present in all material  respects the financial
         position of the Company as of the dates  thereof and the results of its
         operations and cash flows for the periods then ended  (subject,  in the


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         case of unaudited statements, to normal year-end audit adjustments). No
         other information  provided by or on behalf of the Company to the Buyer
         which  is  not  included  in  the  SEC  Documents,  including,  without
         limitation,  information  referred  to in Section  2(d) and (i) of this
         Agreement, contains any untrue statement of a material fact or omits to
         state  any  material  fact  necessary  in order to make the  statements
         therein,  in the light of the circumstances under which they were made,
         not misleading.

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

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

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

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

                  (k) NO INTEGRATED  OFFERING.  Neither the Company,  nor any of
         its  affiliates,  nor any  person  acting on its or their  behalf  has,


                                       9
<PAGE>

         directly  or  indirectly,  made any offers or sales of any  security or
         solicited  any offers to buy any  security,  under  circumstances  that
         would  require  registration  of  the  Convertible  Debentures  or  the
         Conversion  Shares  under the 1933 Act or cause  this  offering  of the
         Convertible  Debentures or the Conversion  Shares to be integrated with
         prior offerings by the Company for purposes of the 1933 Act.

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

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

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

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

                  (p) INSURANCE.  The Company and each of its  subsidiaries  are
         insured by insurers of recognized financial responsibility against such
         losses  and risks and in such  amounts  as  management  of the  Company
         believes to be prudent and  customary  in the  businesses  in which the
         Company and its subsidiaries  are engaged.  Neither the Company nor any
         such  subsidiary  has been  refused any  insurance  coverage  sought or


                                       10
<PAGE>

         applied for and neither  the  Company nor any such  subsidiary  has any
         reason  to  believe  that it will  not be able to  renew  its  existing
         insurance  coverage  as and when  such  coverage  expires  or to obtain
         similar  coverage from similar insurers as may be necessary to continue
         its business at a cost that would not materially  and adversely  affect
         the  condition,  financial or otherwise,  or the earnings,  business or
         operations of the Company and its subsidiaries, taken as a whole.

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

                  (r) INTERNAL ACCOUNTING CONTROLS.  The Company and each of its
         subsidiaries   maintain  a  system  of  internal   accounting  controls
         sufficient to provide  reasonable  assurance that (i)  transactions are
         executed  in   accordance   with   management's   general  or  specific
         authorizations,  (ii)  transactions are recorded as necessary to permit
         preparation  of  financial  statements  in  conformity  with  generally
         accepted  accounting  principles and to maintain asset  accountability,
         and (iii) the recorded amounts for assets is compared with the existing
         assets at  reasonable  intervals and  appropriate  action is taken with
         respect to any differences.

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

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


                                       11
<PAGE>

                  (t)  CERTAIN  TRANSACTIONS.  Except  as set  forth  in the SEC
         Documents  and except for arm's length  transactions  pursuant to which
         the Company  makes  payments in the  ordinary  course of business  upon
         terms no less  favorable  than the  Company  could  obtain  from  third
         parties and other than the grant of stock options  disclosed in the SEC
         Documents, none of the officers, directors, or employees of the Company
         is presently a party to any  transaction  with the Company  (other than
         for services as  employees,  officers  and  directors),  including  any
         contract,  agreement or other arrangement  providing for the furnishing
         of services to or by, providing for rental of real or personal property
         to or from,  or  otherwise  requiring  payments to or from any officer,
         director or such  employee or, to the  knowledge  of the  Company,  any
         corporation,  partnership,  trust or other entity in which any officer,
         director,  or any such  employee  has a  substantial  interest or is an
         officer, director, trustee or partner.

                  (u) FEES AND  RIGHTS  OF FIRST  REFUSAL.  The  Company  is not
         obligated to offer the securities offered hereunder on a right of first
         refusal  basis or otherwise  to any third  parties  including,  but not
         limited   to,   current  or  former   shareholders   of  the   Company,
         underwriters, brokers, agents or other third parties.

                  4.       COVENANTS.
                           ---------

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

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

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


                                       12
<PAGE>

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

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

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

                  (g) Expenses.  Each of the Company and the Buyer(s)  shall pay
         all costs and expenses  incurred by such party in  connection  with the
         negotiation, investigation, preparation, execution and delivery of this
         Agreement and the Registration Rights Agreement. The costs and expenses
         of the Placement Agent and its counsel as well as the issuer's  counsel
         shall be paid for by the  Company  at Closing  in  accordance  with the
         terms of the  Placement  Agent  Agreement  between  the Company and the
         Placement Agent, dated March 19, 2001.

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

                                       13
<PAGE>

         rights and interests to insure that the provisions of this Section 4(h)
         will thereafter be applicable to the Convertible Debentures.

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

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

         5.       TRANSFER AGENT INSTRUCTIONS.
                  ---------------------------

                  The Company shall issue  irrevocable  instructions in the form
         attached   hereto  as  Exhibit  D  to  its  transfer   agent  to  issue
         certificates,  registered in the name of the Buyer(s) or its respective
         nominee(s),  for the  Conversion  Shares  representing  such amounts of
         Convertible  Debentures as specified  from time to time by the Buyer(s)
         to the Company  upon  conversion  of the  Convertible  Debentures  (the
         "Irrevocable  Transfer Agent  Instructions").  Prior to registration of
         the Conversion Shares under the 1933 Act, all such  certificates  shall


                                       14
<PAGE>

         bear  the  restrictive   legend  specified  in  Section  2(g)  of  this
         Agreement.  The Company  warrants  that no  instruction  other than the
         Irrevocable Transfer Agent Instructions  referred to in this Section 5,
         and stop  transfer  instructions  to give effect to Section 2(f) hereof
         (in the case of the  Conversion  Shares prior to  registration  of such
         shares under the 1933 Act) will be given by the Company to its transfer
         agent  and  that  the  Conversion  Shares  shall  otherwise  be  freely
         transferable  on the books and  records  of the  Company  as and to the
         extent  provided  in  this  Agreement  and  the   Registration   Rights
         Agreement.  Nothing  in  this  Section  5 shall  affect  in any way the
         Buyer's  obligations  and  agreement  to  comply  with  all  applicable
         securities  laws upon  resale of  Conversion  Shares.  If the  Buyer(s)
         provides   the  Company   with  an  opinion  of   counsel,   reasonably
         satisfactory in form, and substance to the Company,  that  registration
         of a resale  by the  Buyer(s)  of any of the  Conversion  Shares is not
         required  under the 1933 Act, the Company  shall permit the transfer of
         the Conversion Shares promptly instruct its transfer agent to issue one
         or  more  certificates  in  such  name  and in  such  denominations  as
         specified by the Buyer. The Company acknowledges that a breach by it of
         its obligations  hereunder will cause  irreparable harm to the Buyer by
         vitiating  the  intent  and  purpose  of the  transaction  contemplated
         hereby.  Accordingly,  the Company  acknowledges that the remedy at law
         for a breach of its obligations under this Section 5 will be inadequate
         and  agrees,  in the  event of a breach  or  threatened  breach  by the
         Company of the provisions of this Section 5, that the Buyer(s) shall be
         entitled, in addition to all other available remedies, to an injunction
         restraining any breach and requiring  immediate  issuance and transfer,
         without the necessity of showing  economic loss and without any bond or
         other security being required.

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

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

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

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

                  (c) The  representations  and warranties of the Buyer(s) shall
         be true and correct in all  material  respects as of the date when made
         and as of the  Closing  Date as though  made at that time  (except  for
         representations  and warranties that speak as of a specific date),  and
         the  Buyer(s)  shall have  performed,  satisfied  and  complied  in all

                                       15
<PAGE>

         material  respects  with  the  covenants,   agreements  and  conditions
         required by this Agreement to be performed,  satisfied or complied with
         by the Buyer(s) at or prior to the Closing Date.

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

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

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

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

                  (c) The representations and warranties of the Company shall be
         true and correct in all  material  respects  (except to the extent that
         any of such  representations  and warranties is already qualified as to
         materiality in Section 3 above, in which case, such representations and
         warranties shall be true and correct without further  qualification) as
         of the date when made and as of the Closing Date as though made at that
         time  (except for  representations  and  warranties  that speak as of a
         specific  date) and the Company  shall have  performed,  satisfied  and
         complied in all material  respects with the  covenants,  agreements and
         conditions  required by this  Agreement to be  performed,  satisfied or
         complied with by the Company at or prior to the Closing Date. The Buyer
         shall have  received a  certificate,  executed by the  President of the
         Company,  dated as of the Closing Date, to the foregoing  effect and as
         to such  other  matters  as may be  reasonably  requested  by the Buyer
         including,  without  limitation  an  update  as  of  the  Closing  Date
         regarding the representation contained in Section 3(c) above.

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

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


                                       16
<PAGE>

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

         8.       INDEMNIFICATION.
                  ---------------

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

                  (b) In consideration  of the Company's  execution and delivery
         of  this  Agreement,  and in  addition  to all  of  the  Buyer's  other
         obligations  under this  Agreement,  the Buyer shall  defend,  protect,
         indemnify  and hold  harmless  the  Company  and all of it's  officers,
         directors,  employees and agents (including,  without limitation, those
         retained  in  connection  with the  transactions  contemplated  by this
         Agreement)  (collectively,  the "Company Indemnitees") from and against
         any and all Indemnified  Liabilities incurred by the Indemnitees or any
         of them as a result  of,  or  arising  out of, or  relating  to (a) any
         misrepresentation  or breach of any  representation or warranty made by
         the Buyer(s) in this Agreement,  the Registration Rights Agreement,  or
         any  other  instrument  or  document  contemplated  hereby  or  thereby


                                       17
<PAGE>

         executed by the Buyer,  (b) any breach of any  covenant,  agreement  or
         obligation   of  the  Buyer(s)   contained  in  this   Agreement,   the
         Registration  Rights Agreement or any other certificate,  instrument or
         document  contemplated  hereby or thereby executed by the Buyer, or (c)
         any cause of action, suit or claim brought or made against such Company
         Indemnitee  based on material  misrepresentations  or due to a material
         breach and arising out of or resulting  from the  execution,  delivery,
         performance or enforcement of this Agreement,  the Registration  Rights
         Agreement,  or any other  instrument,  document or  agreement  executed
         pursuant hereto by any of the Company  Indemnities.  To the extent that
         the foregoing  undertaking by each Buyer may be  unenforceable  for any
         reason,  each Buyer shall make the maximum  contribution to the payment
         and  satisfaction  of each of the  Indemnified  Liabilities,  which  is
         permissible under applicable law.

         9.       GOVERNING LAW: MISCELLANEOUS.
                  ----------------------------

                  (a)  GOVERNING  LAW. This  Agreement  shall be governed by and
         interpreted  in  accordance  with  the  laws of the  State  of New York
         without  regard to the  principles  of  conflict  of laws.  The parties
         further  agree that any action  between them shall be heard in New York
         City, New York, and expressly  consent to the jurisdiction and venue of
         the Supreme Court of New York and the United States  District Court for
         the  Southern  District of New York for the  adjudication  of any civil
         action asserted pursuant to this Paragraph.

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

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

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

                  (e) ENTIRE AGREEMENT,  AMENDMENTS.  This Agreement  supersedes
         all other prior oral or written  agreements  between the Buyer(s),  the
         Company,  their  affiliates  and  persons  acting on their  behalf with
         respect to the matters  discussed  herein,  and this  Agreement and the
         instruments  referenced herein contain the entire  understanding of the


                                       18
<PAGE>

         parties  with  respect to the matters  covered  herein and therein and,
         except as specifically set forth herein or therein, neither the Company
         nor  any  Buyer  makes  any  representation,   warranty,   covenant  or
         undertaking  with  respect  to  such  matters.  No  provision  of  this
         Agreement  may be waived or  amended  other  than by an  instrument  in
         writing signed by the party to be charged with enforcement.

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

         If to the Company, to:               Nexland, Inc.
                                              1101 Brickell Avenue
                                              North Tower, 2nd Floor
                                              Miami, Florida  33131
                                              Attention: Gregory S. Levine
                                                         President
                                              Telephone: (305) 358-7771
                                              Facsimile: (305) 358-3151

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

         If to the Transfer Agent, to:        Jersey Transfer & Trust Company
                                              201 Bloomfield Avenue
                                              Verona, NJ 07044
                                              Telephone: (973) 239-2712
                                              Facsimile: (973) 239-2361
                                              Attention:  Jeff Manger

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




                                       19
<PAGE>


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

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

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

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

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

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

                  (1) Termination.  In the event that the Closing shall not have
         occurred with respect to the Buyers on or before five (5) business days
         from the date hereof due to the  Company's  or the  Buyer's  failure to
         satisfy  the  conditions  set forth in  Sections 6 and 7 above (and the
         non-breaching party's failure to waive such unsatisfied  condition(s)),
         the  non-breaching  party  shall  have the  option  to  terminate  this
         Agreement with respect to such breaching party at the close of business
         on such  date  without  liability  of any  party  to any  other  party;
         provided,  however,  that if this  Agreement is terminated  pursuant to
         this Section 9(l), the Company shall remain  obligated to reimburse the


                                       20
<PAGE>

         Buyer(s) for the expenses described in Section 4(g) above.

                  (m) Finder.  The Company  acknowledges that it has engaged The
         May Davis Group,  Inc., as the placement  agent in connection  with the
         sale of the  Convertible  Debentures.  The Company shall be responsible
         for the  payment of any  placement  agent fees  (which  includes  cash)
         relating to or arising out of the transactions  contemplated hereby and
         from the proceeds thereof.

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


                    [REMAINDER PAGE INTENTIONALLY LEFT BLANK]

















                                       21
<PAGE>









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

                                     NEXLAND, INC.


                                     By: /s/ Gregory S. Levine
                                        -------------------------------
                                        Name:  Gregory S. Levine
                                        Title: President



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








                                       22

<PAGE>


                                   SCHEDULE I
                               SCHEDULE OF BUYERS


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                                                         Amount of
  Name            Address/Facsimile Number of Buyer    Subscription
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