AMENDED AND RESTATED

                              INVESTMENT AGREEMENT

                                     between

                               ACCESS POWER, INC.

                                       and

                              GRANDVIEW COURT, LLC


         INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of September 19, 2001
by and among ACCESS POWER,  INC., a Florida  corporation with offices located at
10033  Sawgrass  Drive  West,  Suite  100,  Ponte  Vedra  Beach,  FL 32082  (the
"COMPANY"),  and GRANDVIEW  COURT, LLC a Cayman limited  liability  company with
offices  located  at Harbour  House,  2nd Floor,  Waterfront  Drive,  Road Town,
Tortola, BVI (the "INVESTOR").

         WHEREAS,  the parties  desire  that,  upon the terms and subject to the
conditions  contained  herein,  the Investor  shall invest up to  $10,000,000 to
purchase  the  Company's  common  stock,  $.001 par value per share (the "COMMON
STOCK");

         WHEREAS,  such investments will be made in reliance upon the provisions
of Section 4(2) under the  Securities  Act of 1933, as amended (the "1933 ACT"),
Regulation D, and the rules and regulations promulgated thereunder,  and/or upon
such other exemption from the  registration  requirements of the 1933 Act as may
be available with respect to any or all of the investments in Common Stock to be
made hereunder.

         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 thereunder, and applicable state securities laws.

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

         1.       PURCHASE AND SALE OF COMMON STOCK

         a. Purchase and Sale of Common Stock. Upon the terms and conditions set
forth herein, the Company shall issue and sell to the Investor, and the Investor
shall  purchase  from the  Company,  up to that number of shares of Common Stock
(the "SHARES")  having an aggregate  Purchase Price (as defined in Section 1(g))
of $10,000,000.


                                      -1-
<PAGE>


         b.  Delivery  of  Put  Notices.  Subject  to  the  satisfaction  of the
conditions set forth in this Section 1, at any time and from time to time during
the period  beginning  on and  including  the  Trading  Day (as  defined  below)
immediately  following the date on which the initial Registration  Statement (as
defined in the Registration Rights Agreement) filed pursuant to the Registration
Rights Agreement is declared  effective (the "EFFECTIVE DATE") by the Securities
and  Exchange  Commission  (the "SEC") and ending on the earlier of (i) the date
which is eighteen (18) months from the Effective  Date, and (ii)  termination of
this  Agreement  in  accordance  with  Section 8 (the time  period  between  the
Effective  Date  and the  earlier  of (i) and  (ii)  being  known  as the  "OPEN
PERIOD"),  the Company may, in its sole discretion,  deliver a written notice to
the Investor  (the "PUT  NOTICE").  The Put Notice shall state the dollar amount
(the "DOLLAR AMOUNT") of Shares that the Company intends to sell to the Investor
during the period  beginning on the trading day  immediately  following the date
which the Investor receives the Put Notice (the "PUT NOTICE DATE") and ending on
and including the date which is ten (10) Trading Days after such Put Notice Date
(the  "PURCHASE  PERIOD").  A Put Notice  shall be deemed  delivered  on (x) the
Trading Day it is received by  facsimile  or  otherwise  by the Investor if such
notice is received  prior to 12:00 noon  Eastern Time  (receipt  being deemed to
occur  if  the  Company  possess  a  facsimile  confirmation  showing  completed
transmission by such time), or (y) the immediately  succeeding Trading Day if it
is received by facsimile or otherwise after 12:00 noon Eastern Time on a Trading
Day (receipt being  documented as described in (x) above).  No Put Notice may be
deemed  delivered,  on a day that is not a Trading  Day.  For  purposes  of this
Agreement,  "TRADING DAY" shall mean any day on which the  Principal  Market (as
defined in Section 1(f)) for the Common Stock is open for trading.

                  In addition,  the Dollar Amount designated by the Company in a
         Put Notice shall be in increments of not less than $20,000 and not more
         $500,000 subject to the requirements set forth in this Agreement.  Once
         the Put Notice is received by the  Investor the Put Notice shall not be
         terminated,  withdrawn or otherwise revoked by the Company.  During the
         Open Period,  Put Notices may be delivered no more frequently than once
         in each period of eleven (11) consecutive Trading Days, such that a Put
         Notice may not be given during a Purchase Period.  The "VOLUME WEIGHTED
         AVERAGE  PRICE"  shall be as reported by  Bloomberg  Financial  Markets
         ("BLOOMBERG")  through  its  "Volume  at  Price"  function  or  if  not
         available through  Bloomberg because of delisting,  then the average of
         the bid prices of any market makers for the  Company's  Common Stock as
         reported in the "pink sheets" by the National  Quotation  Bureau,  Inc.
         The maximum  Dollar Amount (the "MAXIMUM PUT  AMOUNT")of the Put Notice
         will be equal to 500% of (i) the thirty (30) Trading Day average volume
         of the Common Stock times (ii) the Volume  Weighted  Average  Price for
         the thirty (30) Trading Days immediately preceding the Put Notice Date.
         For the ten (10) Trading Days immediately preceding both the Put Notice
         Date and the  applicable  Closing Date, as defined in Section 1(h), the
         Volume Weighted Average



                                      -2-
<PAGE>

         Price must be at least  $20,000.  The price at which the Investor  will
         purchase the Common Stock ("PURCHASE PRICE") will be 88% of the average
         of the lowest three closing bid prices during the ten days  immediately
         preceding  the "Closing  Date",  as that term is defined in  subsection
         1(h);

         Within ten (10) calendar days after the  commencement  of each calendar
quarter occurring subsequent to the commencement of the Open Period, the Company
undertakes to notify Investor as to its reasonable expectations as to the Dollar
Amount it intends to raise during such  calendar  quarter,  if any,  through the
issuance of Put Notices.  Such notification  shall constitute only the Company's
good faith  estimate with respect to such  calendar  quarter and shall in no way
obligate  the  Company to raise such  amount  during  such  calendar  quarter or
otherwise limit its ability to deliver Put Notices during such calendar quarter.
The  failure by the Company to comply  with this  provision  can be cured by the
Company's notifying Investor at any time as to its reasonable  expectations with
respect to the current calendar quarter.

         c. Maximum Rate. Nothing contained in this Agreement shall be deemed to
establish  or require  the payment of  interest  to the  Purchaser  at a rate in
excess of the maximum rate  permitted  by  governing  law. In the event that the
rate of interest  required to be paid  exceeds the  maximum  rate  permitted  by
governing  law,  the rate of interest  required to be paid  thereunder  shall be
automatically  reduced to the maximum rate permitted under the governing law and
such excess shall be returned with reasonable promptness by the Purchaser to the
Company.

         d. Investor  Obligation to Purchase  Shares.  Subject to the conditions
set forth in this  Agreement,  following  the  Investor's  receipt  of a validly
delivered  Put Notice,  the  Investor  shall be  required  to purchase  from the
Company  during the related  Purchase  Period  that  number of Shares  having an
aggregate  Purchase Price equal to the lesser of (i) the Dollar Amount set forth
in the Put Notice  (subject to reduction  during the  Purchase  Period as may be
provided  pursuant  to the terms of this  Agreement),  and (ii) 20% of the total
Volume Weighted Average Price during the applicable Purchase Period, but only if
said number of shares are received in escrow pursuant to the terms of the Escrow
Agreement attached hereto as Exhibit F.

         e.   Limitation   on   Investor's   Obligation   to  Purchase   Shares.
Notwithstanding  anything to the contrary in this  Agreement,  in no event shall
the Investor be required to purchase,  and the Company shall in no event sell to
the Investor,  that number of Shares,  which when added to the sum of the number
of Shares  beneficially  owned, (as such term is defined under Section 13(d) and
Rule 13d-3 of the  Securities  Exchange  Act of 1934 (the "1934  ACT")),  by the
Investor,  would  exceed  4.99% of the number of Shares  outstanding  on the Put
Notice Date for such Purchase  Period,  as  determined  in accordance  with Rule
13d-1(j) of the 1934 Act. In no event shall the Investor  purchase Shares of the
Common  Stock  other than  pursuant  to this  Agreement  until such date as this
Agreement is terminated.  Each Put Notice shall include a representation  of the
Company as to the number of Shares of Common  Stock  outstanding  on the related
Put Notice Date


                                      -3-
<PAGE>

as  determined  in  accordance  with Section 13(d) of the 1934 Act. In the event
that the  number  of  Shares  of  Common  Stock  outstanding  as  determined  in
accordance  with Section 13(d) of the 1934 Act is different on any date during a
Purchase  Period  than on the Put  Notice  Date  associated  with such  Purchase
Period,  then the  number of Shares of  Common  Stock  outstanding  on such date
during such Purchase Period shall govern for purposes of determining whether the
Investor  would be  acquiring  beneficial  ownership  of more than  4.99% of the
number of Shares of Common Stock outstanding during such period.

         f.   Conditions   to   Investor's   Obligation   to  Purchase   Shares.
Notwithstanding  anything to the contrary in this  Agreement,  the Company shall
not be entitled to deliver a Put Notice and require the Investor to purchase any
Shares at a Closing (as defined in Section  1(h))  unless each of the  following
conditions are satisfied:

                  (i)  a  Registration   Statement   shall  have  been  declared
                  effective  and shall remain  effective  and  available for the
                  resale of all the  Registrable  Securities  (as defined in the
                  Registration Rights Agreement) during the Purchase Period;

                  (ii) at all times  during the period  beginning on the related
                  Put  Notice  Date and  ending  on and  including  the  related
                  Closing  Date,  the Common Stock shall have been listed on The
                  American Stock Exchange,  Inc. or The New York Stock Exchange,
                  Inc. or designated on the Nasdaq National  Market,  The Nasdaq
                  SmallCap  Market,  or the National  Association  of Securities
                  Dealer's,  Inc. OTC electronic  bulletin board (the "PRINCIPAL
                  MARKET")  and  shall  not have  been  suspended  from  trading
                  thereon  for a period  of five (5)  consecutive  Trading  Days
                  during  the Open  Period and the  Company  shall not have been
                  notified  of any  pending or  threatened  proceeding  or other
                  action to delist or suspend the Common Stock;

                  (iii) the Company has  complied  with its  obligations  and is
                  otherwise not in breach of a material provision, or in default
                  under,  this Agreement,  the Registration  Rights Agreement or
                  any other agreement executed in connection  herewith which has
                  not been corrected prior to delivery of the Put Notice Date;

                  (iv) no Material  Adverse  Effect (as defined in Section 3(a))
                  has occurred since the Execution  Date;(v) no injunction shall
                  have  been  issued,  or  action  commenced  by a  governmental
                  authority,  prohibiting  the  purchase or the  issuance of the
                  Common Stock; and

                  (vi) the  issuance  of the Common  Stock will not  violate the
                  shareholder approval requirements of Nasdaq, if applicable.

                  If any of the conditions described in clauses (i) through (vi)
                  above are not  satisfied  before or during a Purchase  Period,
                  then the  Investor  shall have



                                      -4-
<PAGE>

                  no  obligation  to purchase the Dollar  Amount of Common Stock
                  set forth in the applicable Put Notice,  but once the event(s)
                  are  cured,  the  Company  may again  submit Put  Notices  and
                  Investor  shall be  obligated  to purchase the Common Stock in
                  accordance with those Put Notices and this Agreement.

         g. For  purposes  of this  Agreement,  a "MAJOR  TRANSACTION"  shall be
deemed to have occurred at the closing of any of the following  events:  (i) the
consolidation,  merger or other business combination of the Company with or into
another person (other than pursuant to a migratory  merger  effected  solely for
the purposes of changing the jurisdiction of incorporation of the Company); (ii)
the sale or transfer of all or  substantially  all of the Company's  assets;  or
(iii) the  consummation  of a purchase,  tender or  exchange  offer made to, and
accepted  by, the holders of more than 30% of the  economic  interest in, or the
combined voting power of all classes of voting stock of, the Company.

         h.  Mechanics  of  Purchase  of  Shares  by  Investor.  Subject  to the
satisfaction  of the conditions set forth in Sections 1(f), 6 and 7, the closing
of the purchase by the Investor of Shares (a "CLOSING")  shall occur on the date
which is twelve (12) Trading Days  following the  applicable  Put Notice Date (a
"CLOSING DATE"). The Company shall deliver to Joseph B. LaRocco ("ESCROW AGENT")
pursuant  to the Escrow  Agreement,  annexed  hereto as Exhibit F,  certificates
representing  the Shares to be issued to the Investor and registered in the name
of the Investor,  or deposit such Shares into the account(s)  (with the Investor
receiving confirmation that the Shares are in such account(s)) designated by the
Investor for the benefit of the Investor and the Investor  shall  deliver to the
Escrow  Agent the  Purchase  Price to be paid for such Shares  (prior to or upon
receipt  of  confirmation  that the  Shares  have been  delivered  to the Escrow
Agent),  determined as aforesaid,  by wire  transfer.  In addition,  each of the
Company and the Investor shall deliver all documents,  instruments  and writings
required to be delivered by either of them to the Escrow Agent  pursuant to this
Agreement at or prior to each Closing.  In the alternative to physical  delivery
of certificates  for Common Stock to the Escrow Agent, if delivery of the Shares
may be effectuated by electronic book-entry through The Depository Trust Company
("DTC"),  then delivery of the Shares  pursuant to such purchase  shall,  unless
requested  otherwise  by such  Investor  (or holder of such  Shares),  settle by
book-entry  transfer  through DTC by the  Closing  Date.  The  parties  agree to
coordinate with DTC to accomplish this objective.

                  i.  Delisting;  Suspension.  If at any  time  during  the Open
Period or within thirty (30) calendar days after the end of the Open Period, (i)
the  Registration  Statement,  after it has been declared  effective,  shall not
remain effective and available for sale of all the Registrable Securities,  (ii)
the Common Stock shall not be listed on the Principal  Market or shall have been
suspended  from  trading  thereon  (excluding  suspensions  of not more than one
Trading Day resulting from business announcements by the Company) or the Company
shall have been notified of any pending or threatened proceeding or other action
to delist or suspend the Common  Stock,  (iii) there shall have occurred a Major
Transaction (as defined in Section 1(g)) or the public announcement of


                                      -5-
<PAGE>

a pending Major Transaction which has not been abandoned or terminated,  or (iv)
the  Registration  Statement is no longer  effective or is stale for a period of
more than  fifteen  (15)  Trading Days as a result of the Company to timely file
its financials, the Company shall repurchase within thirty (30) calendar days of
the  occurrence  of one of the events  listed in  clauses  (i),  (ii),  (iii) or
(iv)above (each a "REPURCHASE  EVENT") and subject to the limitations imposed by
applicable  federal and state law,  all or any part of the Shares  issued to the
Investor  within the sixty (60) Trading Days  preceding  the  occurrence  of the
Repurchase Event and then held by the Investor at a price per Share equal to the
highest Volume Weighted Average Price during the period beginning on the date of
the Repurchase  Event and ending on and including the date on which the Investor
is paid by the Company for the repurchase of the Shares (the "PAYMENT  AMOUNT").
If the Company fails to pay to the Investor the full  aggregate  Payment  Amount
within ten (10)  calendar  days of the  occurrence  of a Repurchase  Event,  the
Company shall pay to the Investor, on the first Trading Day following such tenth
(10th)  calendar  day,  in  addition  to and not in lieu of the  Payment  Amount
payable by the Company to the  Investor an amount  equal to 2% of the  aggregate
Payment  Amount then due and payable to the Investor,  in cash by wire transfer,
plus compounded annual interest of 18% on such Payment Amount during the period,
beginning  on the day  following  such tenth  calendar  day,  during  which such
Payment Amount, or any portion thereof, is outstanding.

         j. Overall  Limit on Common Stock  Issuable.  Notwithstanding  anything
contained herein to the contrary,  if the Company is no longer listed on the OTC
electronic  bulletin  board,  the number of Shares  issuable  by the Company and
purchasable  by the Investor,  including the shares of Common Stock  issuable in
connection with any warrants the Investor my own, shall not exceed 19.99% of the
shares of Common Stock outstanding as of the date hereof, subject to appropriate
adjustment  for stock splits,  stock  dividends,  combinations  or other similar
recapitalization   affecting  the  Common  Stock  (the  "MAXIMUM   COMMON  STOCK
ISSUANCE"), unless the issuance of Shares, in excess of the Maximum Common Stock
Issuance  shall first be approved by the  Company's  shareholders  in accordance
with  applicable  law and the  By-laws  and  Articles  of  Incorporation  of the
Company,  if such  issuance of shares of Common Stock could cause a delisting on
the Principal  Market.  Without  limiting the generality of the foregoing,  such
shareholders' approval must duly authorize the issuance by the Company of shares
of  Common  Stock  totaling  19.99%  or  more  of the  shares  of  Common  Stock
outstanding  on the date  hereof.  The  parties  understand  and agree  that the
Company's  failure to seek or obtain such  shareholder  approval shall in no way
adversely affect the validity and due  authorization of the issuance and sale of
Shares  hereunder or the Investor's  obligation in accordance with the terms and
conditions  hereof to  purchase  a number of Shares in the  aggregate  up to the
Maximum Common Stock Issuance  limitation,  and that such approval pertains only
to the applicability of the Maximum Common Stock Issuance limitation provided in
this Section 1(j).

         k.  "VALUATION  EVENT"  shall mean an event in which the Company at any
time  during a Purchase  Period (as  defined in Section  1(b))  takes any of the
following actions:



                                      -6-
<PAGE>

                  (i)      subdivides or combines its Common Stock;

                  (ii)     pays a  dividend  in Common  Stock or makes any other
                           distribution   of  its  Common   Stock,   except  for
                           dividends paid with respect to the Preferred Stock;

                  (iii)    issues any options or other rights to  subscribe  for
                           or purchase  Common Stock and the price per share for
                           which  Common  Stock  may at any time  thereafter  be
                           issuable  pursuant  to such  options or other  rights
                           shall  be  less   than  the  Bid   Price  in   effect
                           immediately prior to such issuance;

                  (iv)     issues   any   securities    convertible    into   or
                           exchangeable  for Common Stock and the  consideration
                           per share for which shares of Common Stock may at any
                           time thereafter be issuable  pursuant to the terms of
                           such convertible or exchangeable  securities shall be
                           less than the Bid Price in effect  immediately  prior
                           to such issuance;

                  (v)      issues  shares  of  Common  Stock  otherwise  than as
                           provided  in the  foregoing  subsections  (i) through
                           (iv),  at a  price  per  share  less,  or  for  other
                           consideration  lower,  than the Bid  Price in  effect
                           immediately  prior  to  such  issuance,   or  without
                           consideration;

                  (vi)     makes a  distribution  of its assets or  evidences of
                           indebtedness  to the  holders  of  Common  Stock as a
                           dividend  in  liquidation  or by  way  of  return  of
                           capital or other than as a  dividend  payable  out of
                           earnings or surplus  legally  available for dividends
                           under  applicable  law or any  distribution  to  such
                           holders  made  in  respect  of  the  sale  of  all or
                           substantially all of the Company's assets (other than
                           under the circumstances provided for in the foregoing
                           subsections  (i)  through  (v);  or

                  (vii)    takes any  action  affecting  the number of shares of
                           Common  Stock  outstanding,   other  than  an  action
                           described  in any of the  foregoing  subsections  (i)
                           through (vi) hereof, inclusive,  which in the opinion
                           of the Company's  Board of  Directors,  determined in
                           good faith,  would have a materially  adverse  effect
                           upon  the  rights  of  Investor  at the time of a Put
                           Notice is delivered to Investor.

         l. The  Company  agrees  that it shall not take any  action  that would
result in a Valuation Event occurring during a Purchase Period.

         2. INVESTOR'S REPRESENTATIONS AND WARRANTIES.
            -----------------------------------------

         The Investor represents and warrants to the Company that:

         a.  Investment  Purpose.  The  Investor  is  acquiring  the  Shares and
warrants issuable pursuant to the Agreement  ("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,  except  pursuant  to  sales
registered or exempted under the 1933 Act; provided, however, that by making the
representations  herein,  the  Investor  does  not  agree  to  hold  any  of the
Securities  for any minimum or other  specific  term and  reserves


                                      -7-
<PAGE>

the  right  to  dispose  of the  Securities  at any time in  accordance  with or
pursuant to a registration statement or an exemption under the 1933 Act.

         b. Accredited Investor Status;  Sophisticated Investor. The Investor is
an "accredited  investor" as that term is defined in Rule 501(a) of Regulation D
under  the 1933  Act.  The  Investor  has  such  knowledge,  sophistication  and
experience in business and  financial  matters so as to be capable of evaluating
the merits and risks of the prospective investment in the Securities.

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

         d.  Information.  The  Investor  and its  advisors,  if any,  have been
furnished  with or have had access to all  materials  relating to the  business,
finances and  operations of the Company and materials  relating to the offer and
sale of the Securities  which have been requested by the Investor.  The Investor
and its advisors, if any, have been afforded the opportunity to ask questions of
the Company.  Neither such inquiries nor any other due diligence  investigations
conducted by the Investor or its advisors,  if any, or its representatives shall
modify,  amend  or  affect  the  Investor's  right  to  rely  on  the  Company's
representations  and  warranties  contained  in  Section 3 below.  The  Investor
understands  that its  investment  in the  Securities  involves a high degree of
risk.  The Investor has sought such  accounting,  legal and tax advice as it has
considered necessary to make an informed investment decision with respect to its
acquisition of the Securities.

         e. No  Governmental  Review.  The Investor  understands  that no United
States federal or state agency or any other  government or  governmental  agency
has passed on or made any recommendation or endorsement of the Securities or the
fairness  or  suitability  of the  investment  in the  Securities  nor have such
authorities  passed  upon  or  endorsed  the  merits  of  the  offering  of  the
Securities.

         f.  Resale.  The  Investor  understands  that except as provided in the
Registration  Rights  Agreement:  (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  or  sold  unless  (A)  subsequently  registered  for  resale
thereunder and sold in accordance with an effective registration statement,  (B)
the Investor  shall have  delivered  to the Company an opinion of counsel,  in a
generally  acceptable form, to the effect that such Securities to be sold may be
sold  pursuant  to an  exemption  from such  registration,  or (C) the  Investor
provides the Company with  assurance  reasonably  acceptable to the Company that
such Securities can be sold pursuant to Rule 144 promulgated  under the 1933 Act
(or a successor rule thereto) ("RULE 144"); (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

                                      -8-
<PAGE>

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 such Securities under the 1933 Act or
any state  securities  laws or to comply  with the terms and  conditions  of any
exemption  thereunder.  The Investor agrees that the sale of the Securities will
be in compliance with all applicable  state and federal  securities  laws, rules
and  regulations  and the rules and  regulations  of the  Principal  Market,  if
applicable.

         g.  Legends.  The  Investor  understands  that,  until such time as the
Securities  have  been  sold  to a  person  who may  trade  the  Shares  without
restriction  under  the  1933 Act as  contemplated  by the  Registration  Rights
Agreement,  the certificates  representing  the Securities,  except as set forth
below and in Section 7(r), shall bear a restrictive  legend in substantially the
following form (and a  stop-transfer  order may be placed against reslae of such
stock certificates):

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         FOR RESALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE
         STATE  SECURITIES  LAWS. THE SECURITIES MAY NOT BE SOLD EXCEPT PURSUANT
         TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE RESALE OF THE SECURITIES
         UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED,  AND  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 OR UNLESS SOLD  PURSUANT TO RULE 144 UNDER SAID
         ACT.

         The legend set forth above shall be removed and the Company shall issue
a certificate  without such legend to the holder of the Securities upon which it
is stamped,  if, unless otherwise  required by state securities laws, (i) such a
resale of Securities is registered under the 1933 Act, (ii) in connection with a
sale  transaction,  such holder provides the Company with an opinion of counsel,
in a  generally  acceptable  form,  to the  effect  that a  public  sale of such
Securities  may be made without  registration  under the 1933 Act, or (iii) such
holder provides the Company with assurances reasonably acceptable to the Company
that such Securities can be sold pursuant to Rule 144 without any restriction as
to (A) the number of securities  acquired as of a particular  date that can then
be  immediately  sold or (B) manner of sale.  The Investor  covenants  that,  in
connection  with  any  resale  of  Securities  by it  pursuant  to an  effective
registration  statement  under  the  1933  Act,  it will  (i)  comply  with  the
applicable  prospectus  delivery  requirements  of the 1933 Act,  provided  that
copies of a current prospectus relating to such effective registration statement
are or have been  supplied  to the  Investor,  and (ii) comply with the "Plan of
Distribution"  section of the  current  prospectus  relating  to such  effective
registration statement.


                                      -9-
<PAGE>

         h. Authorization; Enforcement. This Agreement has been duly and validly
authorized,  executed and delivered on behalf of the Investor and is a valid and
binding agreement of the Investor enforceable against the Investor 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..

         j. Section 9 of the 1934 Act. During the Open Period, the Investor will
comply  with  the  provisions  of  Section  9 of the  1934  Act,  and the  rules
promulgated thereunder, with respect to transactions involving the Common Stock.

         k.  No  Conflicts.  The  execution,  delivery  and  performance  of the
Transaction  Documents by the Investor and the  consummation  by the Investor of
the  transactions  contemplated  hereby  and  thereby  will not (i)  result in a
violation of the Articles of Incorporation or the By-laws or (ii) conflict with,
or constitute a material default (or an event which with notice or lapse of time
or both would become a material  default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, any material agreement,
contract,  indenture mortgage,  indebtedness or instrument to which the Investor
or any of its  Subsidiaries  is a party,  or result in a  violation  of any law,
rule, regulation, order, judgment or decree applicable to the Investor or any of
its Subsidiaries or by which any property or asset of the Investor or any of its
Subsidiaries  is  bound  or  affected.  The  business  of the  Investor  and its
Subsidiaries is not being conducted, and shall not be conducted, in violation of
any law,  statute,  ordinance,  rule,  order or regulation  of any  governmental
authority or agency,  regulatory or self-regulatory agency, or court, except for
possible  violations  the  sanctions  for which  either  individually  or in the
aggregate would not have a Material Adverse Effect.

         l. The  Investor  is an entity  duly  organized,  existing  and in good
standing under the laws of the Cayman  Islands,  and has the requisite power and
authority  to  enter  into  the  transactions  contemplated  by the  Transaction
Documents, as that term is defined in Section 3(b) below.

         3.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
                  ----------------------------------------------

         Except as set  forth in the  Schedules  attached  hereto,  the  Company
represents and warrants to the Investor 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  capital  stock or holds an  equity  or  similar
interest)  (a  complete  list of  which  is set  forth  in  Schedule  3(a))  are
corporations duly organized and validly existing in good standing under the laws
of  the  State  of  Florida,   and  have  the  requisite   corporate  power  and
authorization  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


                                      -10-
<PAGE>

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 would not have a Material  Adverse  Effect.  As
used in this Agreement,  "MATERIAL  ADVERSE  EFFECT" means any material  adverse
effect on the business,  properties,  assets, operations, results of operations,
financial  condition or prospects of the Company and its  Subsidiaries,  if any,
taken  as a  whole,  or on  the  transactions  contemplated  hereby  or  by  the
agreements and instruments to be entered into in connection herewith,  or on the
authority  or  ability  of the  Company to  perform  its  obligations  under the
Transaction Documents (as defined in Section 3(b)).

         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, the Escrow Agreement
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 Shares 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 reservation
for  issuance and the issuance of the Shares  pursuant to this  Agreement,  have
been duly and validly  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) the Transaction Documents have been duly
and validly  executed and  delivered by the  Company,  and (iv) the  Transaction
Documents   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) 500,000,000  shares of Common Stock, of which as
of the date hereof,  93,302,045  shares are issued and  outstanding,  10,000,000
shares of Preferred  Stock, of which as of the date hereof -0- shares are issued
and  outstanding,  and  17,217,626  shares of Common Stock are issuable upon the
exercise of options and warrants.  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  shares of capital
stock, 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


                                      -11-
<PAGE>

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 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 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 Investor,  or the Investor has had access  through
EDGAR to, true and correct copies of the Company's Articles of Incorporation, as
in  effect  on the  date  hereof  (the  "ARTICLES  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.

         d.  Issuance of Shares.  A number of shares of Common Stock equal to at
least 200% of the aggregate number of Shares issuable pursuant to this Agreement
but not more than  19.99% of the shares of Common  Stock  outstanding  as of the
date hereof,  to the extent that the  provisions of Section 1(j) are  applicable
hereunder,  based on the  Purchase  Price per Share as of the date hereof and an
aggregate  Purchase  Price of  $10,000,000  (regardless of any limitation on the
timing or amount  of such  purchases)  initially  has been duly  authorized  and
reserved for issuance (subject to adjustment  pursuant to the Company's covenant
set forth in Section 4(f) below)  pursuant to this  Agreement.  Upon issuance in
accordance  with this Agreement,  the Securities  will be validly issued,  fully
paid and nonassessable  and free from all taxes,  liens and charges with respect
to the issue  thereof.  The issuance by the Company of the  Securities is exempt
from  registration  under the 1933 Act. In the event the Company cannot register
the 200% required,  due to the remaining  number of authorized  shares of Common
Stock being insufficient,  the Company will use its best efforts to register the
maximum  number of shares it can based on the  remaining  balance of  authorized
shares and will use its best efforts to place before shareholder vote a proposal
to  increase  the  number  of  its  authorized  shares  as  soon  as  reasonably
practicable.

         e.  No  Conflicts.  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 will not (i) result in a violation
of the Articles 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 material  default (or an event
which  with  notice or lapse of time or both would  become a  material  default)
under, or give to others any rights of termination,  amendment,  acceleration or
cancellation  of,  any  material   agreement,   contract,   indenture  mortgage,
indebtedness 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   United  States  federal  and  state  securities  laws  and
regulations and the rules and




                                      -12-
<PAGE>

regulations of the Principal Market or principal  securities exchange or trading
market on which the Common Stock is traded or listed)  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 Schedule
3(e),  neither the Company nor its  Subsidiaries is in violation of any term of,
or  in  default  under,  the  Articles  of  Incorporation,  any  Certificate  of
Designations,  Preferences  and Rights of any  outstanding  series of  preferred
stock of the Company or the By-laws or their organizational  charter or by-laws,
respectively, or any 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, amendments, accelerations,  cancellations and violations
that would not  individually or in the aggregate 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, statute, ordinance, rule, order
or  regulation  of  any   governmental   authority  or  agency,   regulatory  or
self-regulatory  agency, or court,  except for possible violations the sanctions
for which  either  individually  or in the  aggregate  would not 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,  permit or order of, or make any filing or  registration  (except
the filing of a registration statement) with, any court,  governmental authority
or agency,  regulatory or  self-regulatory  agency or other third party 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.  All  consents,   authorizations,   permits,  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 and are
in full force and effect as of the date hereof.  Except as disclosed in Schedule
3(e), the Company and its Subsidiaries are unaware of any facts or circumstances
which might give rise to any of the foregoing.  The Company is not, and will not
be, in  violation  of the listing  requirements  of the  Principal  Market as in
effect on the date hereof and on each of the  Closing  Dates and is not aware of
any facts which would  reasonably  lead to  delisting of the Common Stock by the
Principal Market in the foreseeable future.

         f. SEC  Documents;  Financial  Statements.  Since  February  1999,  the
Company has 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 1933 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").   The  Company  has   delivered   to  the  Investor  or  its
representatives, or they have had access through EDGAR, true and complete copies
of the SEC Documents.  As of their respective dates,


                                      -13-
<PAGE>

the SEC Documents complied in all material respects with the requirements of the
1933  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,  contained  any untrue  statement of a material fact or
omitted to state a material fact  required to be stated  therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading.  As of their respective dates, 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).  No other  written  information  provided  by or on  behalf of the
Company to the Investor which is not included in the SEC  Documents,  including,
without limitation,  information  referred to in Section 2(d) of this Agreement,
contains any untrue  statement of a material fact or omits to state any material
fact necessary to make the statements  therein, in the light of the circumstance
under which they are or were made, not  misleading.  Neither the Company nor any
of its  Subsidiaries  or any of their officers,  directors,  employees or agents
have provided the Investor with any material,  nonpublic  information  which was
not  publicly  disclosed  prior to the date hereof and any  material,  nonpublic
information  provided to the Investor by the Company or its  Subsidiaries or any
of their  officers,  directors,  employees  or agents  prior to any Closing Date
shall be publicly disclosed by the Company prior to such Closing Date.

         g. Absence of Certain Changes.  Except as disclosed in Schedule 3(g) or
the SEC Documents  filed at least five (5) days prior to the date hereof,  since
October  19,  2000,  there has been no change or  development  in the  business,
properties,  assets, operations,  financial condition,  results of operations or
prospects of the Company or its  Subsidiaries  which has had or reasonably could
have a Material  Adverse Effect.  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 its  Subsidiaries  have any knowledge or
reason to believe that its creditors intend to initiate  involuntary  bankruptcy
proceedings.

         h. Absence of Litigation.  Except as set forth in Schedule 3(h),  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  executive  officers  of  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,  in which an
adverse decision could have a Material Adverse Effect.

         i. Acknowledgment  Regarding Investor's Purchase of Shares. The Company
acknowledges  and agrees that the  Investor 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  Investor  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
Investor or any of its respective  representatives  or agents in


                                      -14-
<PAGE>

connection  with the  Transaction  Documents and the  transactions  contemplated
hereby and  thereby  is merely  incidental  to the  Investor's  purchase  of the
Securities.  The Company  further  represents to the Investor 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.

         j. No Undisclosed Events,  Liabilities,  Developments or Circumstances.
No event,  liability,  development or circumstance has occurred or exists, or to
its  knowledge  is  contemplated  to occur,  with  respect to the Company or its
Subsidiaries  or  their  respective  business,  properties,  assets,  prospects,
operations or financial condition, that would be required to be disclosed by the
Company under applicable securities laws on a registration  statement filed with
the SEC  relating to an issuance and sale by the Company of its Common Stock and
which has not been publicly announced.

         k.  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.

         l. No Integrated Offering.  To its knowledge,  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  under  the 1933 Act of the  Company's  sale  and  issuance  of the
Securities  to the Investor or cause this  offering of Shares to the Investor 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 the Principal  Market,  nor will
the  Company  or any of its  Subsidiaries  take any  action or steps  that would
require  registration  under the 1933 Act of the Company's  sale and issuance of
the  Securities  to the Investor or cause the offering of the  Securities  to be
integrated with other offerings.

         m. Employee Relations.  Neither the Company nor any of its Subsidiaries
is involved in any union labor  dispute nor, to the  knowledge of the Company or
any of its Subsidiaries, is any such dispute threatened. Neither the Company nor
any of its Subsidiaries is a party to a collective bargaining agreement, and the
Company and its  Subsidiaries  believe that relations  with their  employees are
good.  No  executive  officer  (as  defined in Rule  501(f) of the 1933 Act) has
notified the Company that such officer intends to leave the Company's  employ or
otherwise terminate such officer's employment with the Company.

         n. 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.  Except as set forth on Schedule 3(n),  none of the
Company's  trademarks,  trade names,  service marks, service mark


                                      -15-
<PAGE>

registrations,  service names, patents, patent rights,  copyrights,  inventions,
licenses,   approvals,   government  authorizations,   trade  secrets  or  other
intellectual  property  rights  necessary  to conduct its  business as now or as
proposed to be conducted have expired or  terminated,  or are expected to 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  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(n),  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.  The Company and its Subsidiaries
have taken reasonable security measures to protect the secrecy,  confidentiality
and value of all of their intellectual properties.

         o.  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  where, in each of the three
foregoing  cases,  the failure to so comply would have,  individually  or in the
aggregate, a Material Adverse Effect.

         p. 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(p)  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  or any of its
Subsidiaries.  Any real property and facilities  held under lease by the Company
or 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.

         q 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

                                      -16-
<PAGE>

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 have a Material
Adverse Effect.

         r. Regulatory  Permits.  The Company and its Subsidiaries  have in full
force and effect all certificates,  approvals,  authorizations  and permits from
the appropriate  federal,  state,  local or foreign  regulatory  authorities and
comparable foreign regulatory agencies, necessary to own, lease or operate their
respective  properties and assets and 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,
approval,  authorization  or permit,  except for such  certificates,  approvals,
authorizations  or  permits  which  if not  obtained,  or  such  revocations  or
modifications which, would not have a Material Adverse Effect.

         s.  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,  (iii) access to assets is  permitted  only in  accordance  with
management's   general  or  specific   authorization   and  (iv)  the   recorded
accountability  for assets is compared  with the existing  assets at  reasonable
intervals and appropriate action is taken with respect to any differences.

         t. No Materially Adverse Contracts, Etc. 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.  Neither the Company nor any of its  Subsidiaries is a
party to any  contract  or  agreement  which in the  judgment  of the  Company's
officers has or is expected to have a Material Adverse Effect.

         u. Tax Status.  The Company  and each of its  Subsidiaries  has made or
filed all United  States  federal  and state  income and all other 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.

         v. Certain Transactions. Except as set forth on Schedule 3(v) or in the
SEC  Documents  filed at least ten days prior to the date  hereof and except for
arm's length


                                      -17-
<PAGE>

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 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 a substantial interest or
is an officer, director, trustee or partner.

         w. Dilutive Effect.  The Company  understands and acknowledges that the
number of shares  of Common  Stock  issuable  upon  purchases  pursuant  to this
Agreement  will  increase  in certain  circumstances.  The  Company's  executive
officers  and  directors  have  studied and fully  understand  the nature of the
transactions  contemplated  by this  Agreement  and  recognize  that they have a
potential  dilutive effect. The board of directors of the Company has concluded,
in its good faith business judgment, that such issuance is in the best interests
of the Company.  The Company  specifically  acknowledges  that,  subject to such
limitations  as are  expressly  set  forth  in the  Transaction  Documents,  its
obligation  to issue  shares of Common  Stock upon  purchases  pursuant  to this
Agreement is absolute and  unconditional  regardless of the dilutive effect that
such issuance may have on the ownership  interests of other  shareholders of the
Company.

         x.  Right  of  First  Refusal.  The  Company  shall  not,  directly  or
indirectly,  without the prior written consent of Investor,  offer,  sell, grant
any option to purchase,  or otherwise  dispose of (or announce any offer,  sale,
grant or any option to purchase or other disposition) any of its Common Stock or
securities convertible into Common Stock at a price that is less than the market
price of the Common Stock at the time of issuance of such security or investment
(a "SUBSEQUENT  FINANCING")  for a period of one year after the Effective  Date,
except (i) the granting of options or warrants to employees, officers, directors
and  consultants,  and the issuance of shares upon exercise of options  granted,
under any stock  option  plan  heretofore  or  hereinafter  duly  adopted by the
Company,  (ii) shares issued upon exercise of any currently outstanding warrants
or  options  and  upon  conversion  of  any  currently  outstanding  convertible
debenture,  in each case disclosed  Pursuant to Section 3(c),  (iii)  securities
issued in connection with the capitalization or creation of a joint venture with
a strategic partner, (iv) shares issued to pay part or all of the purchase price
for the  acquisition  by the Company of a person  (which,  for  purposes of this
clause (iv), shall not include an individual or group of  individuals),  and (v)
shares issued in a bona fide public  offering by the Company of its  securities,
unless (A) the Company  delivers to Investor a written  notice (the  "SUBSEQUENT
FINANCING NOTICE") of its intention to effect such Subsequent  Financing,  which
Subsequent  Financing  Notice shall  describe in reasonable  detail the proposed
terms of such Subsequent Financing, the amount of proceeds intended to be raised
thereunder,  the person with whom such  Subsequent  Financing shall be effected,
and attached to which shall be a term sheet or similar document relating thereto
and (B)


                                      -18-
<PAGE>

Investor shall not have notified the Company by 5:00 p.m. (New York time) on the
fifteenth  (15th)  Trading  Day after its  receipt of the  Subsequent  Financing
Notice  of its  willingness  to  provide,  subject  to  completion  of  mutually
acceptable  documentation,  financing to the Company on substantially  the terms
set forth in the Subsequent  Financing  Notice. If Investor shall fail to notify
the Company of its  intention to enter into such  negotiations  within such time
period, then the Company may effect the Subsequent Financing  substantially upon
the terms and to the persons (or  affiliates  of such  persons) set forth in the
Subsequent  Financing  Notice;  PROVIDED THAT the Company shall provide Investor
with a second  Subsequent  Financing  Notice,  and Investor shall again have the
right of first  refusal  set  forth  above in this  Section,  if the  Subsequent
Financing subject to the initial Subsequent Financing Notice shall not have been
consummated for any reason on the terms set forth in such  Subsequent  Financing
Notice within thirty (30) Trading Days after the date of the initial  Subsequent
Financing Notice with the person (or an affiliate of such person)  identified in
the Subsequent  Financing Notice. The rights granted to Investor in this Section
are not subject to any prior right of first  refusal  given to any other  person
except as disclosed on Schedule 3(c).

         y. The Company shall not be under any obligation to make any securities
filings under the laws of the Cayman Islands or British Virgin Islands.

         4.       COVENANTS OF THE COMPANY

         a. Best  Efforts.  The  Company  shall use its best  efforts  timely to
satisfy each of the  conditions  to be satisfied by it as provided in Sections 7
of this Agreement.

         b. Blue Sky. The Company  shall,  at its sole cost and  expense,  on or
before  each of the  Closing  Dates,  take  such  action  as the  Company  shall
reasonably  determine  is  necessary  to qualify the  Securities  for, or obtain
exemption  for  the  Securities  for,  sale  by the  Investor  pursuant  to this
Agreement under applicable securities or "Blue Sky" laws of an aggregate of five
(5) states of the United  States,  as specified  by  Investor,  as well as those
states  covered by what is known as the "manual  exemption"  through  listing in
Standard  Corporation  Records, the terms of which are otherwise applicable to a
resale of the Securities by the Investor, and shall provide evidence of any such
action so taken to the  Investor  on or prior to the Closing  Date and  maintain
those  exemptions  through the Open Period.  The Company shall, at its sole cost
and expense,  make all filings and reports relating to the offer and sale of the
Securities  required under the applicable  securities or "Blue Sky" laws of such
states of the United States following each of the Closing Dates.

         c. Reporting  Status.  Until the earlier of (i) the first date which is
after the date this  Agreement is terminated  pursuant to Section 8 and on which
the Holders (as that term is defined in the Registration  Rights  Agreement) may
sell  all  of  the  Securities  acquired  pursuant  to  this  Agreement  without
restriction pursuant to Rule 144(k) promulgated under the 1933 Act (or successor
thereto),  or (ii) the date on which  (A) the  Holders  shall  have sold all the
Securities  issuable  hereunder  and (B)  this  Agreement  has  been  terminated
pursuant to Section 8 (the  "REGISTRATION  PERIOD"),  the Company


                                      -19-
<PAGE>

shall file all reports  required  to be filed with the SEC  pursuant to the 1934
Act, and the Company shall not terminate its status as a reporting company under
the 1933 Act.

         d. Use of Proceeds.  The Company will use the proceeds from the sale of
the Shares (excluding amounts paid by the Company for legal fees,  finder's fees
and escrow fees) for general corporate and working capital purposes.

         e. Financial  Information.  The Company agrees to make available to the
Investor  via EDGAR or other  electronic  means the  following  to the  Investor
during the  Registration  Period:  (i) within  five (5)  Trading  Days after the
filing  thereof  with the SEC,  a copy of its Annual  Reports on Form 10-K,  its
Quarterly  Reports  on Form  10-Q,  any  Current  Reports  on  Form  8-K and any
Registration  Statements or amendments  filed  pursuant to the 1933 Act; (ii) on
the same day as the  release  thereof,  facsimile  copies of all press  releases
issued by the Company or any of its  Subsidiaries,  (iii)  copies of any notices
and other information made available or given to the shareholders of the Company
generally,  contemporaneously with the making available or giving thereof to the
shareholders  and (iv)  within  two (2)  calendar  days of  filing  or  delivery
thereof, copies of all documents filed with, and all correspondence sent to, the
Principal Market, any securities exchange or market, or the National Association
of Securities Dealers, Inc.

         f.  Reservation  of Shares.  Subject  to the  following  sentence,  the
Company  shall take all action  necessary to at all times have  authorized,  and
reserved for the purpose of issuance,  no less than 200% of the number of shares
of Common  Stock  needed  to  provide  for the  issuance  of all the  Securities
hereunder  at the then  current  Purchase  Price.  In the event that the Company
determines  that it does not have a sufficient  number of  authorized  shares of
Common  Stock to reserve and keep  available  for  issuance as described in this
Section  4(f),  the Company shall use its best efforts to increase the number of
authorized  shares of  Common  Stock by  seeking  shareholder  approval  for the
authorization of such additional shares.

         g. Listing. The Company shall promptly secure the listing of all of the
Registrable  Securities (as defined in the Registration  Rights  Agreement) upon
the Principal Market and each other 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 Registrable
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,  unless the Investor and the Company  agree
otherwise. Neither the Company nor any of its Subsidiaries shall take any action
which would be  reasonably  expected to result in the delisting or suspension of
the Common Stock on the Principal Market (excluding suspensions of not more than
one trading day resulting  from  business  announcements  by the  Company).  The
Company shall promptly provide to the Investor 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 4(g).


                                      -20-
<PAGE>

         h. Transactions With Affiliates. 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,  persons who were officers or directors at any time during
the  previous two years,  shareholders  who  beneficially  own 5% or more of the
Common Stock, or affiliates 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 5% or more  beneficial  interest  (each a  "RELATED  PARTY"),
except  for (i)  customary  employment  arrangements  and  benefit  programs  on
reasonable terms, (ii) 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, or (iii) 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 5% or more equity  interest  in that person or entity,  (ii) has 5% 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.

         i. Filing of Form 8-K. On or before the date which is three (3) Trading
Days after the Execution  Date,  the Company shall file a Current Report on Form
8-K with the SEC describing  the terms of the  transaction  contemplated  by the
Transaction  Documents  in the form  required by the 1934 Act, if such filing is
required.

         j.  Corporate  Existence.  The  Company  shall use its best  efforts to
preserve and continue the corporate existence of the Company.

         k. Notice of Certain Events Affecting Registration; Suspension of Right
to Make a Put. The Company shall promptly notify Investor upon the occurrence of
any of the following  events in respect of a  Registration  Statement or related
prospectus  in respect of an offering of the Shares:  (i) receipt of any request
for additional information by the SEC or any other federal or state governmental
authority during the period of  effectiveness of the Registration  Statement for
amendments or supplements to the Registration  Statement or related  prospectus;
(ii)  the  issuance  by the  SEC or any  other  federal  or  state  governmental
authority of any stop order  suspending the  effectiveness  of any  Registration
Statement or the initiation of any proceedings  for that purpose;  (iii) receipt
of any  notification  with respect to the  suspension  of the  qualification  or
exemption from  qualification  of any of the Shares for sale in any jurisdiction
or the initiation or  threatening  of any proceeding for such purpose;  (iv) the
happening  of any event  that  makes  any  statement  made in such  Registration
Statement or related  prospectus  or any document  incorporated  or deemed to be
incorporated  therein  by  reference  untrue


                                      -21-
<PAGE>

in any  material  respect  or that  requires  the  making of any  changes in the
Registration Statement,  related prospectus or documents so that, in the case of
a Registration Statement, it will not contain any untrue statement of a material
fact or omit to state  any  material  fact  required  to be  stated  therein  or
necessary to make the statements therein not misleading, and that in the case of
the related  prospectus,  it will not contain any untrue statement of a material
fact or omit to state  any  material  fact  required  to be  stated  therein  or
necessary  to make the  statements  therein,  in the light of the  circumstances
under which they were made,  not  misleading;  and (v) the Company's  reasonable
determination  that a  post-effective  amendment to the  Registration  Statement
would be appropriate,  and the Company shall promptly make available to Investor
any such  supplement or amendment to the related  prospectus.  The Company shall
not deliver to Investor  any Put Notice  during the  continuation  of any of the
foregoing events.

         l.  Reimbursement.  If (i) Investor,  other than by reason of its gross
negligence  or willful  misconduct,  becomes  involved  in any  capacity  in any
action,  proceeding or investigation  brought by any shareholder of the Company,
in  connection  with or as a  result  of the  consummation  of the  transactions
contemplated  by the Transaction  Documents,  or if Investor is impleaded in any
such action,  proceeding or investigation by any person, or (ii) Investor, other
than by reason of its gross negligence or willful misconduct or by reason of its
trading  of the  Common  Stock in a manner  that is  illegal  under the  federal
securities laws,  becomes involved in any capacity in any action,  proceeding or
investigation  brought  by the  SEC  against  or  involving  the  Company  or in
connection  with  or  as a  result  of  the  consummation  of  the  transactions
contemplated  by the Transaction  Documents,  or if Investor is impleaded in any
such action,  proceeding or investigation by any person,  then in any such case,
the Company will reimburse  Investor for its reasonable legal and other expenses
(including the cost of any investigation and preparation) incurred in connection
therewith,  as such expenses are incurred. In addition,  other than with respect
to any  matter in which  Investor  is a named  party,  the  Company  will pay to
Investor the charges, as reasonably determined by Investor,  for the time of any
officers or employees of Investor  devoted to appearing  and preparing to appear
as witnesses, assisting in preparation for hearings, trials or pretrial matters,
or otherwise with respect to inquiries,  hearing,  trials, and other proceedings
relating to the subject matter of this Agreement. The reimbursement  obligations
of the Company under this section  shall be in addition to any  liability  which
the Company may otherwise have,  shall extend upon the same terms and conditions
to any affiliates of Investor that are actually named in such action, proceeding
or  investigation,   and  partners,  directors,  agents,  employees,  attorneys,
accountants,  auditors and controlling  persons (if any), as the case may be, of
Investor  and any such  affiliate,  and shall be  binding  upon and inure to the
benefit of any successors,  heirs and personal  representatives  of the Company,
Investor and any such affiliate and any such person.

         m. Dilution. The number of Shares issuable pursuant to a Put Notice may
increase substantially in certain circumstances,  including, but not necessarily
limited  to, the  circumstance  wherein the  trading  price of the Common  Stock
declines  during the period  between the Effective  Date and the end of the Open
Period.  The Company's  executive  officers and directors have studied and fully
understand  the nature of the  transactions


                                      -22-
<PAGE>

contemplated by this Agreement and recognize that they have a potential dilutive
effect.  The board of directors of the Company has concluded,  in its good faith
business  judgment,  that such issuance is in the best interests of the Company.
The Company  specifically  acknowledges  that its obligation to issue the Shares
upon  issuance  of a Put  Notice is binding  upon the  Company  and  enforceable
regardless of the dilution such issuance may have on the ownership  interests of
other shareholders of the Company.

         5.       INTENTIONALLY LEFT BLANK.


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

         The obligation hereunder of the Company to issue and sell the Shares to
the Investor is further subject to the  satisfaction,  at or before each Closing
Date, of each of the following  conditions set forth below. These conditions are
for the  Company's  sole benefit and may be waived by the Company at any time in
its sole discretion.

         a. The Investor  shall have  executed  each of this  Agreement  and the
Registration Rights Agreement and delivered the same to the Company.

         b. The Investor  shall have delivered to the Company the Purchase Price
for the Shares being  purchased by the Investor at the Closing (after receipt of
confirmation  of  delivery  of such  Shares)  by wire  transfer  of  immediately
available funds pursuant to the wire instructions provided by the Company.

         c. The representations and warranties of the Investor shall be true and
correct as of the date when made and as of the applicable Closing Date as though
made at that time (except for  representations and warranties that speak as of a
specific date),  and the Investor 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 Investor at or
prior to such Closing Date.

         d. No statute,  rule,  regulation,  executive order, decree,  ruling or
injunction  shall have been  enacted,  entered,  promulgated  or endorsed by any
court or governmental  authority of competent  jurisdiction  which prohibits the
consummation of any of the transactions contemplated by this Agreement.

         e. No Valuation  Event shall have  occurred  since the  applicable  Put
Notice Date.

         7.       FURTHER CONDITIONS OF THE INVESTOR'S OBLIGATION TO PURCHASE.
                  ------------------------------------------------------------
         The obligation of the Investor  hereunder to purchase Shares is subject
to the  satisfaction,  on or before each Closing  Date, of each of the following
conditions set forth below.

                                      -23-
<PAGE>


         a. The Company shall have executed  each of the  Transaction  Documents
and delivered the same to the Investor.

         b. The Common Stock shall be authorized  for quotation on the Principal
Market and  trading in the Common  Stock  shall not have been  suspended  by the
Principal  Market  or the SEC,  at any time  beginning  on the date  hereof  and
through and including the respective Closing Date (excluding  suspensions of not
more than one Trading Day resulting from business  announcements by the Company,
provided that such suspensions occur prior to the Company's  delivery of the Put
Notice related to such Closing).

         c. The  representations and warranties of the Company shall be true and
correct as of the date when made and as of the applicable Closing Date as though
made at that time (except for (i)  representations  and warranties that speak as
of a specific date and (ii) with respect to the representations made in Sections
3(g),  (h) and (j) and the third  sentence of Section 3(m) hereof,  events which
occur on or after the date of this  Agreement  and are  disclosed in SEC filings
made by the Company at least ten (10) Trading Days prior to the  applicable  Put
Notice 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 on or before such
Closing Date. The Investor  shall have received a  certificate,  executed by the
Chief Executive Officer and Chief Financial Officer of the Company,  dated as of
the applicable  Closing Date, in the form of Exhibit C attached  hereto,  to the
foregoing effect and as to such other matters as may be reasonably  requested by
the Investor including,  without  limitation,  an update as of such Closing Date
regarding the representation contained in Section 3(c) above.

         d.  Investor  shall have  received an opinion  letter of the  Company's
counsel  on or before  the  Execution  Date,  in the form of  Exhibit D attached
hereto,  and if required by the Company's  transfer agent any additional opinion
letters after the  Effective  Date so as to allow for the issuance of Securities
to Investor as may be required pursuant to the Transaction Documents.

         e. The Company shall have executed and delivered to the Escrow Agent or
Investor the certificates  representing,  or have executed electronic book-entry
transfer of, the Shares, if applicable,  (in such denominations as such Investor
shall request) being purchased by the Investor at such Closing.

         f. The Board of Directors of the Company shall have adopted resolutions
consistent with Section  3(b)(ii) above and in a form  reasonably  acceptable to
the  Investor  (the  "RESOLUTIONS")  and such  Resolutions  shall  not have been
amended or rescinded prior to such Closing Date.

         g. If requested by the Investor, the Investor shall receive a letter of
the type, in the form and with the substance of the letter  described in Section
3(s) of the Registration Rights Agreement from the Company's auditors.


                                      -24-
<PAGE>

         h. The  Company  shall  have  delivered  to the  Investor a copy of its
Articles  of  Incorporation,  as  amended  and in effect on such  Closing  Date,
certified by the  Secretary  of State of the  Company's  state of  incorporation
within ten (10) days of such Closing Date.

         i. The  Company  shall have  delivered  to the  Investor a  secretary's
certificate,  dated as of such Closing  Date,  in the form of Exhibit E attached
hereto,  as to (i) the Resolutions  described in Section 7(f), (ii) the Articles
of Incorporation and (iii) the Bylaws, each as in effect on such Closing Date.

         j. No statute,  rule,  regulation,  executive order, decree,  ruling or
injunction  shall have been  enacted,  entered,  promulgated  or endorsed by any
court or governmental  authority of competent  jurisdiction  which prohibits the
consummation of any of the transactions contemplated by this Agreement.

         k. The  Registration  Statement shall be effective on each Closing Date
and no stop order suspending the  effectiveness  of the  Registration  statement
shall be in effect  or shall be  pending  or  threatened.  Furthermore,  on each
Closing Date (i) neither the Company nor  Investor  shall have  received  notice
that the SEC has issued or  intends  to issue a stop order with  respect to such
Registration  Statement or that the SEC otherwise has suspended or withdrawn the
effectiveness of such Registration Statement, either temporarily or permanently,
or  intends or has  threatened  to do so (unless  the SEC's  concerns  have been
addressed  and  Investor  is  reasonably  satisfied  that the SEC no  longer  is
considering or intends to take such  action),and (ii) no other suspension of the
use or withdrawal of the effectiveness of such Registration Statement or related
prospectus shall exist.

         l. At the time of each Closing,  the Registration  Statement (including
information or documents  incorporated by reference  therein) and any amendments
or supplements thereto shall not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading.

         m. There shall have been no filing of a petition in bankruptcy,  either
voluntarily  or  involuntarily,  with respect to the Company and there shall not
have been commenced any proceedings  under any bankruptcy or insolvency laws, or
any laws  relating to the relief of debtors,  readjustment  of  indebtedness  or
reorganization of debtors,  and there shall have been no calling of a meeting of
creditors  of  the  Company  or  appointment  of a  committee  of  creditors  or
liquidating  agents or offering of a  composition  or extension to creditors by,
for, with or without the consent or acquiescence of the Company.

         n. If applicable,  the  shareholders of the Company shall have approved
the  issuance of any Shares in excess of the Maximum  Common  Stock  Issuance in
accordance with Section 1(j).


                                      -25-
<PAGE>

         o. The  conditions to such Closing set forth in Section 1(f) shall have
been satisfied on or before such Closing Date.

         p. The  Company  shall have  certified  to the  Investor  the number of
shares of Common  Stock  outstanding  as of a date within five (5) Trading  Days
prior to such Closing Date.

         q. The  Company  shall  have  delivered  to such  Investor  such  other
documents  relating to the  transactions  contemplated by this Agreement as such
Investor or its counsel may reasonably request upon reasonable advance notice.

         r. The Company  represents that its transfer agent has agreed to accept
a  representation  letter (See copy of form of  representation  letter  attached
hereto as Exhibit G) from the  Investor's  broker after the  Effective  Date and
after the sale of Shares pursuant to a Put Notice, which  representation  letter
shall state that the Shares were sold in compliance with the prospectus delivery
requirements of the Registration  Statement.  The Company  represents that on or
before the receipt by the transfer agent of the  representation  letter, it will
instruct its counsel to issue an opinion  letter to the  transfer  agent for the
issuance of the Shares  being sold and the Company  will  instruct  its transfer
agent to issue the appropriate number of Shares in the name of the Investor,  so
that the Shares being purchased from the Company after a Put Notice will bear no
legend and not be subject to stop transfer instructions.

         8.       TERMINATION.

         a. Termination.  This Agreement shall  automatically  terminate without
any further action of either party hereto upon the earliest of:

                  (i)  when  the   Investor   has   purchased  an  aggregate  of
                  $10,000,000  in the Common  Stock of the  Company  pursuant to
                  this Agreement; provided that the representations,  warranties
                  and  covenants   contained  in  this   Agreement   insofar  as
                  applicable to the transactions  consummated hereunder prior to
                  such  termination,  shall  survive  the  termination  of  this
                  Agreement  for  the  period  of  any  applicable   statute  of
                  limitations,

                  (ii) on the date which is 18 months after the Effective Date;

                  (iii) if the  Company  shall  file or  consent  by  answer  or
                  otherwise  to the entry of an order for relief or  approving a
                  petition  for relief,  reorganization  or  arrangement  or any
                  other  petition  in  bankruptcy  for  liquidation  or to  take
                  advantage  of  any   bankruptcy  or  insolvency   law  of  any
                  jurisdiction,  or shall make an assignment  for the benefit of
                  its  creditors,  or  shall  consent  to the  appointment  of a
                  custodian,  receiver,  trustee or other  officer  with similar
                  powers of itself or of any  substantial  part of its property,
                  or shall be adjudicated a bankrupt or insolvent, or shall take
                  corporate  action for the purpose of any of the foregoing,  or
                  if a court or governmental authority


                                      -26-
<PAGE>

                  of competent  jurisdiction  shall enter an order  appointing a
                  custodian,  receiver,  trustee or other  officer  with similar
                  powers with respect to the Company or any substantial  part of
                  its  property  or an order for relief or  approving a petition
                  for  relief  or   reorganization  or  any  other  petition  in
                  bankruptcy  or for  liquidation  or to take  advantage  of any
                  bankruptcy or insolvency law, or an order for the dissolution,
                  winding  up or  liquidation  of the  Company,  or if any  such
                  petition shall be filed against the Company;

                  (iv) if the Company shall issue or sell any equity  securities
                  or securities  convertible  into, or exchangeable  for, equity
                  securities  without the prior written  consent of the Investor
                  if the primary purpose of such issuance or sale is the raising
                  of capital,  except  that the  Company  may issue  convertible
                  debentures pursuant to a special warrant outstanding as of the
                  Execution Date;

                  (v) the trading of the Common  Stock is  suspended by the SEC,
                  the  Principal  Market  or the NASD  for a period  of five (5)
                  consecutive Trading Days;

                  (vi) the Company shall not have filed with the SEC the initial
                  Registration  Statement  with  respect  to the  resale  of the
                  Registrable  Securities  in  accordance  with the terms of the
                  initial   Registration  Rights  Agreement  within  sixty  (60)
                  calendar days of the date hereof or the Registration Statement
                  has not been  declared  effective  within one  hundred  eighty
                  (180) calendar days of the date hereof; or

                  (vii) The occurrence of a Material Adverse Effect;

                  (viii) If the Company issues convertible instruments or enters
                  into an equity financing facility without the Investor's prior
                  written  consent,   such  consent  will  not  be  unreasonably
                  withheld;

                  (ix) The resale of the Securities cease to be registered under
                  the 1933 Act or listed or traded on the Principal Market; or

                  (x) The Company  requires  shareholder  approval  under Nasdaq
                  rules to issue  additional  shares  and such  approval  is not
                  obtained  within 60 days from the date  when the  Company  has
                  issued its 19.9% maximum allowable shares.

         9.       INDEMNIFICATION.

         a. In  consideration  of the  Investor's  execution and delivery of the
this Agreement and the  Registration  Rights  Agreement and acquiring the Shares
hereunder and in addition to all of the Company's  other  obligations  under the
Transaction  Documents,  the


                                      -27-
<PAGE>

Company shall defend, protect,  indemnify and hold harmless the Investor and all
of their  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 (i) 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,  (ii) 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,
(iii) any cause of action, suit or claim brought or made against such Indemnitee
by a third party 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,  (iv) any
transaction  financed  or to be  financed  in  whole  or in  part,  directly  or
indirectly, with the proceeds of the issuance of the Shares or (v) the status of
the  Investor  or holder of the Shares as an  investor  in the  Company,  except
insofar as any such untrue  statement,  alleged  untrue  statement,  omission or
alleged  omission  is made in  reliance  upon  and in  conformity  with  written
information  furnished  to the  Company by the  Investor  which is  specifically
intended by the Investor  for use in the  preparation  of any such  Registration
Statement,  preliminary  prospectus  or  prospectus.  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.
The indemnity  provisions  contained herein shall be in addition to any cause of
action or similar rights the Investor may have, and any liabilities the Investor
may be subject to.

         b. In consideration of the Company's execution and delivery of the this
Agreement and the Registration Rights Agreement and selling the Shares hereunder
and in addition to all of the Investor's other obligations under the Transaction
Documents,  the Investor shall defend, protect,  indemnify and hold harmless the
Company and all of their 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 (i)
any  misrepresentation  or breach of any  representation or warranty made by the
Investor  in  the  Transaction  Documents.  To the  extent  that  the  foregoing
undertaking by the Investor may be  unenforceable  for any reason,  the Investor
shall make the maximum  contribution to the payment and

satisfaction of each of the Indemnified  Liabilities  which is permissible under
applicable law.


                                      -28-
<PAGE>

         10.      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.  Each party hereby  irrevocably  submits to the
non-exclusive  jurisdiction  of the state and federal courts sitting in the City
of New York, borough of Manhattan, for the adjudication of any dispute hereunder
or in  connection  herewith  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.
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.

         b.       Fees and Expenses.

                  (i) As an  inducement  to the  Investor  to  enter  into  this
                  Agreement,  on each  Closing  Date the  Company  shall  pay to
                  Boulder  Hill,  Inc., an amount equal to 5% of the amount paid
                  to purchase the Shares ("PURCHASE  AMOUNT") being purchased on
                  such  Closing  Date.  The person who has voting  control  over
                  Boulder Hill, Inc. is Georgia Rogers.

                  (ii) On each Closing  Date,  the Company  shall pay the Escrow
                  Agent the sum of $500 for each Put  Notice up to  $50,000  and
                  $1,000 for each Put Notice in excess of $50,000;  which amount
                  the Escrow  Agent may deduct  from the  proceeds  received  in
                  escrow from the Investor.

                  (iii) Except as otherwise set forth  herein,  each party shall
                  pay  the  fees  and   expenses  of  its   advisers,   counsel,
                  accountants and other experts,  if any, and all other expenses
                  incurred   by  such  party   incident   to  the   negotiation,
                  preparation,  execution,  delivery  and  performance  of  this
                  Agreement. Any attorneys' fees and expenses incurred by either
                  the  Company  or  by  the  Investor  in  connection  with  the
                  preparation,   negotiation,  execution  and  delivery  of  any
                  amendments to this Agreement or relating to the enforcement of
                  the rights of any party, after the occurrence of any breach of
                  the terms of this Agreement by another party or any default by
                  another  party

                                      -29-
<PAGE>


                  in respect of the transactions  contemplated hereunder,  shall
                  be paid on demand by the party which  breached  the  Agreement
                  and/or  defaulted,  as the case may be. The Company  shall pay
                  all stamp and other taxes and duties levied in connection with
                  the issuance of any Shares issued pursuant hereto.

         c.  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.

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

         e. 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.

         f. Entire Agreement;  Amendments.  This Agreement  supersedes all other
prior oral or written  agreements  between  the  Investor,  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
(including the other Transaction  Documents) 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
Investor  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 Investor,  and no
provision  hereof may be waived other than by an instrument in writing signed by
the party against whom enforcement is sought.



                                      -30-
<PAGE>

         g. Notices. Any notices 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 (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:
         Access Power, Inc.
         10033 Sawgrass Drive West, Suite 100
         Ponte Vedra Beach, FL 33082
         Attention:  Glenn A. Smith, CEO
         Telephone:        904-273-2980
         Facsimile:

         With a copy to:
         Jan Meadows Davidson
         Kilpatrick Stockton LLP
         1100 Peachtree Street, Suite 2800
         Atlanta, GA 30309-4530
         Telephone:        404-815-6500
         Facsimile:        404-815-6555

         If to the Investor:
         Grandview Court, LLC
         c/o Beacon Capital Management, Ltd.
         Harbour House, 2nd Floor
         Waterfront Drive
         P.O. Box 972
         Road Town, Tortola, BVI
         Attention:  David Sims
         Telephone:        284-494-4770
         Facsimile:        284-494-4771

         Each party shall  provide  five (5) days' prior  written  notice to the
other party of any change in address or facsimile number.

         h. No Assigns. This Agreement shall not be assigned.

         i. No Third Party  Beneficiaries.  This  Agreement  is intended for the
benefit  of the  parties  hereto  and is not for  the  benefit  of,  nor may any
provision hereof be enforced by, any other person.


                                      -31-
<PAGE>

         j. Survival.  The representations and warranties of the Company and the
Investor  contained in Sections 2 and 3, the  agreements and covenants set forth
in Sections 4, 5 and 10, and the indemnification provisions set forth in Section
9, shall survive each of the Closings.  The Investor shall be  responsible  only
for its own representations, warranties, agreements and covenants hereunder.

         k. Publicity. The Company and Investor shall consult with each other in
issuing any press releases or otherwise making public statements with respect to
the  transactions  contemplated  hereby and no party  shall issue any such press
release or otherwise  make any such public  statement  without the prior written
consent of the other parties,  which consent shall not be unreasonably  withheld
or delayed, except that no prior consent shall be required if such disclosure is
required by law, in which such case the disclosing party shall provide the other
parties  with  prior  notice  of  such  public  statement.  Notwithstanding  the
foregoing,  the Company shall not publicly disclose the name of Investor without
the prior written  consent of such  Investor,  except to the extent  required by
law.  Investor  acknowledges  that  this  Agreement  and  all  or  part  of  the
Transaction  Documents may be deemed to be "material  contracts" as that term is
defined by Item 601(b)(10) of Regulation S-K, and that the Company may therefore
be  required  to file such  documents  as  exhibits  to reports or  registration
statements filed under the Securities 1933 Act or the 1934 Act. Investor further
agrees that the status of such  documents  and  materials as material  contracts
shall be determined solely by the Company, in consultation with its counsel.

         l. 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.

         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.  The Investor and each holder of the Shares shall have all
rights and  remedies set forth in this  Agreement  and the  Registration  Rights
Agreement  and all rights and  remedies  which such holders have been granted at
any time under any other  agreement or contract and all of the rights which such
holders have under any law. Any person  having any rights under any provision of
this Agreement  shall be entitled


                                      -32-
<PAGE>

to enforce such rights specifically  (without posting a bond or other security),
to recover  damages by reason of any breach of any provision of this  Agreement,
including the recovery of reasonable  attorneys fees and costs,  and to exercise
all other rights granted by law.

         p. Payment Set Aside. To the extent that the Company makes a payment or
payments to the Investor  hereunder or the Registration  Rights Agreement or the
Investor  enforces or exercises  its rights  hereunder or  thereunder,  and such
payment or payments or the proceeds of such  enforcement or exercise or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential,
set aside,  recovered from, disgorged by or are required to be refunded,  repaid
or otherwise  restored to the Company,  a trustee,  receiver or any other person
under any law  (including,  without  limitation,  any  bankruptcy  law, state or
federal law, common law or equitable cause of action), then to the extent of any
such  restoration  the  obligation  or part  thereof  originally  intended to be
satisfied  shall be revived  and  continued  in full force and effect as if such
payment had not been made or such enforcement or setoff had not occurred.


            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]



                                      -33-
<PAGE>



         IN WITNESS  WHEREOF,  the parties  hereto have caused this Common Stock
Investment  Agreement  to be duly  executed  as of the date and year first above
written.



COMPANY: ACCESS POWER, INC.





By:      /s/ Glenn A. Smith
         Name:  Glenn A. Smith
         Title:   CEO



INVESTOR:  GRANDVIEW COURT, LLC



By:      Navigator Management Ltd.

By:       /s/ Arlene DeCastro
Name:    Arlene DeCastro
Its:     Assistant Secretary

By:      /s/ Tracy Primus
Name:    Tracy Primus
         Authorized Signatory


                                      -34-
<PAGE>





                                LIST OF SCHEDULES
                                -----------------

Schedule 3(a)                 Subsidiaries
Schedule 3(c)                 Capitalization
Schedule 3(e)                 Conflicts
Schedule 3(g)                 Material Changes
Schedule 3(h)                 Litigation
Schedule 3(n)                 Intellectual Property
Schedule 3(p)                 Liens
Schedule 3(v)                 Certain Transactions







                                      -35-
<PAGE>





                                LIST OF EXHIBITS
                                -----------------


EXHIBIT A                           Registration Rights Agreement
EXHIBIT B                           [Intentionally deleted]
EXHIBIT C                           Officers' Certificate
EXHIBIT D                           Opinion of Company's Counsel
EXHIBIT E                           Secretary's Certificate
EXHIBIT F                           Escrow Agreement
EXHIBIT G                           Form of Broker's Representation Letter



                                      -36-