LEXON, INC.

                              INVESTMENT AGREEMENT

          THE  SECURITIES  OFFERED  HEREBY  HAVE  NOT BEEN  REGISTERED  WITH THE
          SECURITIES  AND EXCHANGE  COMMISSION OR ANY STATE OR OTHER  SECURITIES
          AUTHORITIES. THEY MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN
          EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM THE REGISTRATION
          REQUIREMENTS OF THE FEDERAL AND STATE SECURITIES LAWS.

          THIS  INVESTMENT  AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
          SOLICITATION OF AN OFFER TO PURCHASE,  ANY OF THE SECURITIES DESCRIBED
          HEREIN BY OR TO ANY PERSON IN ANY  JURISDICTION IN WHICH SUCH OFFER OR
          SOLICITATION  WOULD  BE  UNLAWFUL.  THESE  SECURITIES  HAVE  NOT  BEEN
          RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES  AUTHORITIES,  NOR HAVE
          SUCH AUTHORITIES  CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF
          THIS  DOCUMENT.  ANY  REPRESENTATION  TO THE  CONTRARY  IS A  CRIMINAL
          OFFENSE.

          AN INVESTMENT IN THESE SECURITIES  INVOLVES A HIGH DEGREE OF RISK. THE
          INVESTOR  MUST  RELY  ON  ITS  OWN  ANALYSIS  OF  THE  INVESTMENT  AND
          ASSESSMENT  OF THE RISKS  INVOLVED.  SEE THE RISK FACTORS SET FORTH IN
          THE ATTACHED DISCLOSURE DOCUMENTS AS EXHIBIT J.

          SEE ADDITIONAL LEGENDS AT SECTIONS 4.7.

                  THIS  INVESTMENT  AGREEMENT  (this  "Agreement" or "Investment
Agreement") is made as of the 19th day of May, 2000, by and between Lexon, Inc.,
a  corporation  duly  organized  and  existing  under  the laws of the  State of
Oklahoma (the "Company"),  and the undersigned Investor executing this Agreement
("Investor").

                                    RECITALS:

         WHEREAS,  the parties  desire  that,  upon the terms and subject to the
conditions  contained herein,  the Company shall issue to the Investor,  and the
Investor shall purchase from the Company,  from time to time as provided herein,
shares of the Company's  Common Stock, as part of an offering of Common Stock by
the  Company to  Investor,  for a maximum  aggregate  offering  amount of Thirty
Million Dollars ($30,000,000) (the "Maximum Offering Amount"); and

         WHEREAS, the solicitation of this Investment Agreement and, if accepted
by the  Company,  the offer  and sale of the  Common  Stock  are  being  made in
reliance upon the provisions of Regulation D ("Regulation D") promulgated  under
the Act,  Section  4(2) of the Act,  and/or upon such other  exemption  from the
registration  requirements of the Act as may be available with respect to any or
all of the purchases of Common Stock to be made hereunder.


                                           SB-2 Sequential Page Number 65 of 104
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                                     TERMS:

         NOW, THEREFORE, the parties hereto agree as follows:

         1.  Certain  Definitions.  As  used in this  Agreement  (including  the
recitals  above),  the following  terms shall have the following  meanings (such
meanings to be equally  applicable  to both the singular and plural forms of the
terms defined):

          "20% Approval" shall have the meaning set forth in Section 5.25.

          "9.9%  Limitation"  shall  have  the  meaning  set  forth  in  Section
     2.3.1(f).

          "Accredited Investor" shall have the meaning set forth in Section 3.1.

          "Act" shall mean the Securities Act of 1933, as amended.

          "Advance  Put  Notice"  shall  have the  meaning  set forth in Section
     2.3.1(a), the form of which is attached hereto as Exhibit E.

          "Advance Put Notice  Confirmation" shall have the meaning set forth in
     Section 2.3.1(a), the form of which is attached hereto as Exhibit F.

          "Advance  Put Notice Date" shall have the meaning set forth in Section
     2.3.1(a).

          "Affiliate" shall have the meaning as set forth Section 6.4.

          "Aggregate  Issued  Shares"  equals the aggregate  number of shares of
     Common Stock issued to Investor  pursuant to the terms of this Agreement or
     the Registration Rights Agreement as of a given date,  including Put Shares
     and Warrant Shares.

          "Agreed Upon  Procedures  Report"  shall have the meaning set forth in
     Section 2.5.3(b).

          "Agreement" shall mean this Investment Agreement.

          "Automatic  Termination"  shall have the  meaning set forth in Section
     2.3.2.

          "Bring Down Cold Comfort  Letters" shall have the meaning set forth in
     Section 2.3.6(b).

          "Business Day" shall mean any day during which the Principal Market is
     open for trading.

          "Calendar  Month"  shall  mean the  period  of time  beginning  on the
     numeric  day in  question  in a  calendar  month  and for  Calendar  Months
     thereafter,  beginning  on the  earlier of (i) the same  numeric day of the
     next calendar month or (ii) the last day of the next calendar  month.  Each
     Calendar Month shall end on the day immediately  preceding the beginning of
     the next succeeding Calendar Month.

          "Cap Amount" shall have the meaning set forth in Section 2.3.10.

          "Capital  Raising  Limitations"  shall have the  meaning  set forth in
     Section 6.5.1.

          "Capitalization  Schedule" shall have the meaning set forth in Section
     3.2.4, attached hereto as Exhibit K.


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          "Closing" shall mean one of (i) the Investment  Commitment Closing and
     (ii) each  closing  of a  purchase  and sale of Common  Stock  pursuant  to
     Section 2.

          "Closing Bid Price" means,  for any security as of any date,  the last
     closing bid price for such  security  during  Normal  Trading on the O.T.C.
     Bulletin  Board,  or, if the  O.T.C.  Bulletin  Board is not the  principal
     securities  exchange or trading market for such security,  the last closing
     bid  price  during  Normal  Trading  of  such  security  on  the  principal
     securities  exchange  or trading  market  where such  security is listed or
     traded as reported by such principal securities exchange or trading market,
     or if the foregoing do not apply,  the last closing bid price during Normal
     Trading of such security in the  over-the-counter  market on the electronic
     bulletin board for such  security,  or, if no closing bid price is reported
     for such  security,  the average of the bid prices of any market makers for
     such  security as reported in the "pink  sheets" by the National  Quotation
     Bureau,  Inc.  If the  Closing  Bid  Price  cannot be  calculated  for such
     security on such date on any of the foregoing  bases, the Closing Bid Price
     of such  security on such date shall be the fair  market  value as mutually
     determined by the Company and the Investor in this Offering. If the Company
     and the Investor in this  Offering are unable to agree upon the fair market
     value of the  Common  Stock,  then such  dispute  shall be  resolved  by an
     investment banking firm mutually acceptable to the Company and the Investor
     in this offering and any fees and costs associated  therewith shall be paid
     by the Company.

          "Commitment  Evaluation  Period"  shall have the  meaning set forth in
     Section 2.6.

          "Commitment  Warrants"  shall  have the  meaning  set forth in Section
     2.4.1, the form of which is attached hereto as Exhibit U.

          "Commitment  Warrant  Exercise Price" shall have the meaning set forth
     in Section 2.4.1.

          "Common Shares" shall mean the shares of Common Stock of the Company.

          "Common Stock" shall mean the common stock of the Company.

          "Company"  shall mean Lexon,  Inc., a corporation  duly  organized and
     existing under the laws of the State of Oklahoma.

          "Company  Designated Maximum Put Dollar Amount" shall have the meaning
     set forth in Section 2.3.1(a).

          "Company  Designated  Minimum Put Share  Price" shall have the meaning
     set forth in Section 2.3.1(a).

          "Company  Termination"  shall  have the  meaning  set forth in Section
     2.3.12.

          "Conditions to Investor's  Obligations"  shall have the meaning as set
     forth in Section 2.2.2.

          "Delisting  Event"  shall  mean  any  time  during  the  term  of this
     Investment Agreement, that the Company's Common Stock is not listed for and
     actively trading on the O.T.C. Bulletin Board, the Nasdaq Small Cap Market,
     the Nasdaq National  Market,  the American Stock Exchange,  or the New York
     Stock  Exchange or is suspended or delisted  with respect to the trading of
     the shares of Common Stock on such market or exchange.

          "Disclosure  Documents" shall have the meaning as set forth in Section
     3.2.4.

          "Due Diligence  Review" shall have the meaning as set forth in Section
     2.5.


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          "Effective Date" shall have the meaning set forth in Section 2.3.1.

          "Equity Securities" shall have the meaning set forth in Section 6.5.1.

          "Evaluation Day" shall have the meaning set forth in Section 2.3.1(b).

          "Exchange  Act" shall mean the  Securities  Exchange  Act of 1934,  as
     amended.

          "Excluded Day" shall have the meaning set forth in Section 2.3.1(b).

          "Extended  Put  Period"  shall  mean the  period of time  between  the
     Advance Put Notice Date until the Pricing Period End Date.

          "Impermissible  Put Cancellation"  shall have the meaning set forth in
     Section 2.3.1(e).

          "Indemnified  Liabilities" shall have the meaning set forth in Section
     9.

          "Indemnities" shall have the meaning set forth in Section 9.

          "Indemnitor" shall have the meaning set forth in Section 9.

          "Individual  Put Limit"  shall have the  meaning  set forth in Section
     2.3.1 (b).

          "Ineffective   Period"   shall  mean  any  period  of  time  that  the
     Registration Statement or any Supplemental  Registration Statement (each as
     defined  in the  Registration  Rights  Agreement)  becomes  ineffective  or
     unavailable for use for the sale or resale, as applicable, of any or all of
     the  Registrable   Securities  (as  defined  in  the  Registration   Rights
     Agreement) for any reason (or in the event the  prospectus  under either of
     the above is not current and  deliverable)  during any time period required
     under the Registration Rights Agreement.

          "Initial  Exercise  Price" shall have the meaning set forth in Section
     2.4.1.

          "Intended  Put  Share  Amount"  shall  have the  meaning  set forth in
     Section 2.3.1(a).

          "Investment  Commitment  Closing"  shall have the meaning set forth in
     Section 2.2.1.

          "Investment Agreement" shall mean this Investment Agreement.

          "Investment  Commitment Opinion of Counsel" shall mean an opinion from
     Company's  independent  counsel,  substantially  in the  form  attached  as
     Exhibit  B, or such  other form as agreed  upon by the  parties,  as to the
     Investment Commitment Closing.

          "Investment  Date"  shall mean the date of the  Investment  Commitment
     Closing.

          "Investor" shall have the meaning set forth in the preamble hereto.

          "Key  Employee"  shall have the meaning set forth in Section  5.17, as
     set forth in Exhibit N.

          "Late  Payment  Amount"  shall have the  meaning  set forth in Section
     2.3.8.

          "Legend" shall have the meaning set forth in Section 4.7.


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          "Major Transaction" shall mean and shall be deemed to have occurred at
     such time upon any of the following events:

               (i) a  consolidation,  merger or other  business  combination  or
          event or  transaction  following  which the holders of Common Stock of
          the  Company  immediately   preceding  such   consolidation,   merger,
          combination  or event  either  (i) no longer  hold a  majority  of the
          shares  of Common  Stock of the  Company  or (ii) no  longer  have the
          ability to elect the board of  directors  of the Company (a "Change of
          Control");  provided,  however,  that if the other entity  involved in
          such consolidation,  merger, combination or event is a publicly traded
          company  with  "Substantially  Similar  Trading  Characteristics"  (as
          defined  below) as the Company and the holders of Common  Stock are to
          receive solely Common Stock or no consideration (if the Company is the
          surviving entity) or solely common stock of such other entity (if such
          other entity is the surviving  entity),  such transaction shall not be
          deemed to be a Major  Transaction  (provided the surviving  entity, if
          other than the Company, shall have agreed to assume all obligations of
          the  Company  under  this  Agreement  and  the   Registration   Rights
          Agreement).  For purposes hereof,  an entity shall have  Substantially
          Similar  Trading  Characteristics  as the Company if the average daily
          dollar  Trading  Volume of the common stock of such entity is equal to
          or in excess of  $500,000  for the 90th  through the 31st day prior to
          the public announcement of such transaction;

               (ii)  the sale or  transfer  of all or  substantially  all of the
          Company's assets; or

               (iii) a purchase, tender or exchange offer made to the holders of
          outstanding shares of Common Stock, such that following such purchase,
          tender or exchange offer a Change of Control shall have occurred.

          "Market Price" shall equal the lowest Closing Bid Price for the Common
     Stock on the Principal  Market during the Pricing Period for the applicable
     Put.

          "Material Facts" shall have the meaning set forth in Section 2.3.6(a).

          "Maximum Put Dollar  Amount"  shall mean the lesser of (i) the Company
     Designated Maximum Put Dollar Amount, if any, specified by the Company in a
     Put Notice, and (ii) $2 million.

          "Maximum   Offering   Amount"  shall  mean  Thirty   Million   Dollars
     ($30,000,000).

          "Nasdaq 20% Rule" shall have the meaning set forth in Section 2.3.10.

          "NASD" shall have the meaning set forth in Section 6.9.

          "Normal  Trading"  shall mean trading that occurs  between 9:30 AM and
     4:00 PM, New York City  Time,  on any  Business  Day,  and shall  expressly
     exclude "after hours" trading.

          "NYSE" shall have the meaning set forth in Section 6.9.

          "Numeric  Day"  shall  mean  the  numerical  day of the  month  of the
     Investment  Date  or the  last  day  of the  calendar  month  in  question,
     whichever is less.

          "Offering"  shall  mean the  Company's  offering  of Common  Stock and
     Warrants issued under this Investment Agreement.

          "Officer's Certificate" shall mean a certificate, signed by an officer
     of the Company,  to the effect that the  representations  and warranties of
     the Company in this Agreement required to


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     be true for the  applicable  Closing are true and  correct in all  material
     respects  and all of the  conditions  and  limitations  set  forth  in this
     Agreement for the applicable Closing are satisfied.

          "Opinion  of  Counsel"  shall  mean,  as  applicable,  the  Investment
     Commitment  Opinion  of  Counsel,  the  Put  Opinion  of  Counsel,  and the
     Registration Opinion.

          "Payment Due Date" shall have the meaning set forth in Section 2.3.8.

          "Pricing  Period" shall mean,  unless  otherwise  shortened  under the
     terms  of  this  Agreement,  the  period  beginning  on  the  Business  Day
     immediately  following  the Put Date and ending on and  including  the date
     which is 20 Business Days after such Put Date.

          "Pricing  Period  End Date"  shall mean the last  Business  Day of any
     Pricing Period.

          "Principal  Market" shall mean the O.T.C.  Bulletin Board,  the Nasdaq
     Small Cap Market,  the Nasdaq National Market,  the American Stock Exchange
     or the New York  Stock  Exchange,  whichever  is at the time the  principal
     trading exchange or market for the Common Stock.

          "Proceeding" shall have the meaning as set forth Section 5.1.

          "Purchase" shall have the meaning set forth in Section 2.3.7.

          "Purchase Warrants" shall have the meaning set forth in Section 2.4.2,
     the form of which is attached hereto as Exhibit D.

          "Purchase  Warrant Exercise Price" shall have the meaning set forth in
     Section 2.4.2.

          "Put" shall have the meaning set forth in Section 2.3.1(d).

          "Put  Cancellation"  shall  have the  meaning  set  forth  in  Section
     2.3.11(a).

          "Put  Cancellation  Notice  Confirmation"  shall have the  meaning set
     forth in Section 2.3.11(c), the form of which is attached hereto as Exhibit
     S.

          "Put  Cancellation  Date"  shall have the meaning set forth in Section
     2.3.11(a).

          "Put Cancellation  Notice" shall have the meaning set forth in Section
     2.3.11(a), the form of which is attached hereto as Exhibit Q.

          "Put Closing" shall have the meaning set forth in Section 2.3.8.

          "Put Closing Date" shall have the meaning set forth in Section 2.3.8.

          "Put Date" shall mean the date that is specified by the Company in any
     Put Notice for which the Company  intends to  exercise a Put under  Section
     2.3.1,  unless the Put Date is postponed  pursuant to the terms hereof,  in
     which case the "Put Date" is such postponed date.

          "Put Dollar Amount" shall be determined by  multiplying  the Put Share
     Amount by the  respective Put Share Prices with respect to such Put Shares,
     subject to the limitations herein.

          "Put Notice" shall have the meaning set forth in Section 2.3.1(d), the
     form of which is attached hereto as Exhibit G.


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          "Put Notice  Confirmation" shall have the meaning set forth in Section
     2.3.1(d), the form of which is attached hereto as Exhibit H.

          "Put  Opinion  of  Counsel"  shall  mean  an  opinion  from  Company's
independent  counsel,  in the form  attached as Exhibit I, or such other form as
agreed upon by the parties, as to any Put Closing.

          "Put  Share  Amount"  shall  have the  meaning  as set  forth  Section
     2.3.1(b).

          "Put  Share  Price"  shall  have the  meaning  set  forth  in  Section
     2.3.1(c).

          "Put Shares"  shall mean shares of Common Stock that are  purchased by
     the Investor pursuant to a Put.

          "Registrable  Securities"  shall have the  meaning as set forth in the
     Registration Rights Agreement.

          "Registration  Opinion"  shall have the  meaning  set forth in Section
     2.3.6(a), the form of which is attached hereto as Exhibit R.

          "Registration  Opinion  Deadline"  shall have the meaning set forth in
     Section 2.3.6(a).

          "Registration  Rights Agreement" shall mean that certain  registration
     rights  agreement  entered  into by the Company  and  Investor on even date
     herewith,  in the form attached  hereto as Exhibit A, or such other form as
     agreed upon by the parties.

          "Registration  Statement"  shall have the  meaning as set forth in the
     Registration Rights Agreement.

          "Regulation D" shall mean Regulation D promulgated under the Act.

          "Reporting Issuer" shall have the meaning set forth in Section 6.2.

          "Required Put  Documents"  shall have the meaning set forth in Section
     2.3.5.

          "Risk  Factors"  shall have the  meaning  set forth in Section  3.2.4,
     attached hereto as Exhibit J.

          "Schedule of  Exceptions"  shall have the meaning set forth in Section
     5, and is attached hereto as Exhibit C.

          "SEC" shall mean the Securities and Exchange Commission.

          "Securities" shall mean this Investment  Agreement,  together with the
     Common Stock of the Company,  the Warrants and the Warrant Shares  issuable
     pursuant to this Investment Agreement.

          "Semi-Annual  Non-Usage  Fee"  shall  have the  meaning  set  forth in
     Section 2.6.

          "Share  Authorization  Increase  Approval"  shall have the meaning set
     forth in Section 5.25.

          "Six Month  Anniversary"  shall mean the date that is the same Numeric
     Day of the sixth (6th) calendar  month after the  Investment  Date, and the
     date that is the same Numeric Day of

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     each sixth (6th) calendar month  thereafter,  provided that if such date is
     not a Business Day, the next Business Day thereafter.

          "Stockholder 20% Approval" shall have the meaning set forth in Section
     6.11.

          "Supplemental Registration Statement" shall have the meaning set forth
     in the Registration Rights Agreement.

          "Term" shall mean the term of this Agreement,  which shall be a period
     of  time  beginning  on the  date  of  this  Agreement  and  ending  on the
     Termination Date.

          "Termination  Date"  shall  mean the  earlier  of (i) the date that is
     three (3) years after the  Effective  Date, or (ii) the date that is thirty
     (30) Business Days after the later of (a) the Put Closing Date on which the
     sum of the  aggregate  Put Share Price for all Put Shares equal the Maximum
     Offering Amount,  (b) the date that the Company has delivered a Termination
     Notice to the Investor, (c) the date of an Automatic  Termination,  and (d)
     the date that all of the Warrants have been exercised.

          "Termination Fee" shall have the meaning as set forth in Section 2.6.

          "Termination  Notice"  shall have the  meaning as set forth in Section
     2.3.12.

          "Third  Party  Report"  shall  have the  meaning  set forth in Section
     3.2.4.

          "Trading  Volume " shall  mean the  volume of shares of the  Company's
     Common Stock that trade between 9:30 AM and 4:00 PM, New York City Time, on
     any Business Day, and shall  expressly  exclude any shares  trading  during
     "after hours" trading.

          "Transaction Documents" shall have the meaning set forth in Section 9.

          "Transfer Agent Instructions" shall mean the Company's instructions to
     its transfer  agent,  substantially  in the form  attached as Exhibit T, or
     such other form as agreed upon by the parties.

          "Trigger Price" shall have the meaning set forth in Section 2.3.1(b).

          "Truncated Pricing Period" shall have the meaning set forth in Section
     2.3.11(d).

          "Truncated  Put Share  Amount"  shall  have the  meaning  set forth in
     Section 2.3.11(b).

          "Unlegended   Share   Certificates"   shall  mean  a  certificate   or
     certificates  (or  electronically  delivered  shares,  as appropriate)  (in
     denominations as instructed by Investor)  representing the shares of Common
     Stock to which the Investor is then entitled to receive,  registered in the
     name of  Investor  or its  nominee  (as  instructed  by  Investor)  and not
     containing a restrictive  legend or stop transfer order,  including but not
     limited to the Put Shares for the applicable Put and Warrant Shares.

          "Use of  Proceeds  Schedule"  shall  have the  meaning as set forth in
     Section 3.2.4, attached hereto as Exhibit L.

          "Volume  Limitations"  shall  have the  meaning  set forth in  Section
     2.3.1(b).

          "Warrant  Shares"  shall mean the Common Stock issued or issuable upon
     exercise of the Warrants.


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          "Warrants" shall mean Purchase Warrants and Commitment Warrants.

     2. Purchase and Sale of Common Stock.

          2.1  Offer to Subscribe.

          Subject to the terms and conditions herein and the satisfaction of the
conditions to closing set forth in Sections 2.2 and 2.3 below,  Investor  hereby
agrees to purchase such amounts of Common Stock and accompanying Warrants as the
Company  may, in its sole and  absolute  discretion,  from time to time elect to
issue and sell to Investor according to one or more Puts pursuant to Section 2.3
below.

          2.2  Investment Commitment.

               2.2.1Investment Commitment Closing. The closing of this Agreement
(the  "Investment  Commitment  Closing")shall  be  deemed  to  occur  when  this
Agreement  and the  Registration  Rights  Agreement  have been  executed by both
Investor and the Company,  the Transfer Agent Instructions have been executed by
both the Company and the Transfer Agent,  and the other Conditions to Investor's
Obligations set forth in Section 2.2.2 below have been met.

               2.2.2 Conditions to Investor's Obligations.  As a prerequisite to
the Investment Commitment Closing and the Investor's obligations hereunder,  all
of the following (the  "Conditions to Investor's  Obligations")  shall have been
satisfied prior to or concurrently with the Company's  execution and delivery of
this Agreement:

          (a)  the  following   documents  shall  have  been  delivered  to  the
               Investor:  (i) the Registration Rights Agreement (executed by the
               Company and Investor),  (ii) the Investment Commitment Opinion of
               Counsel  (signed by the  Company's  counsel),  (iii) the Transfer
               Agent  Instructions  (executed  by the Company  and the  Transfer
               Agent),  and  (iv)  a  Secretary's  Certificate  as  to  (A)  the
               resolutions of the Company's board of directors  authorizing this
               transaction, (B) the Company's Certificate of Incorporation,  and
               (C) the Company's Bylaws;

          (b)  this Investment  Agreement,  accepted by the Company,  shall have
               been received by the Investor;

          (c)  the  Company's  Common  Stock  shall be listed  for  trading  and
               actually  trading on the O.T.C.  Bulletin Board, the Nasdaq Small
               Cap  Market,  the Nasdaq  National  Market,  the  American  Stock

               Exchange or the New York Stock Exchange;

          (d)  other than  continuing  losses  described in the Risk Factors set
               forth  in the  Disclosure  Documents  (provided  for  in  Section
               3.2.4),  as of the Closing  there have been no  material  adverse
               changes  in  the  Company's   business   prospects  or  financial
               condition  since the date of the last balance  sheet  included in
               the Disclosure Documents,  including but not limited to incurring
               material liabilities; and

          (e)  the  representations  and  warranties  of  the  Company  in  this
               Agreement shall be true and correct in all material  respects and
               the  conditions  to  Investor's  obligations  set  forth  in this
               Section 2.2.2 shall have been satisfied as of


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               such  Closing;   and  the  Company  shall  deliver  an  Officer's
               Certificate,  signed by an officer of the Company, to such effect
               to the Investor.

          2.3  Puts of Common Shares to the Investor.

               2.3.1Procedure  to Exercise a Put.  Subject to the Individual Put
Limit, the Maximum  Offering Amount and the Cap Amount (if applicable),  and the
other  conditions  and  limitations  set  forth in this  Agreement,  at any time
beginning on the date on which the Registration  Statement is declared effective
by the SEC (the  "Effective  Date"),  the Company  may, in its sole and absolute
discretion,  elect to  exercise  one or more  Puts  according  to the  following
procedure, provided that each subsequent Put Date after the first Put Date shall
be no sooner than five (5) Business Days following the preceding  Pricing Period
End Date:

                    (a)  Delivery  of  Advance  Put  Notice.At  least  ten  (10)
Business  Days but not more than twenty (20) Business Days prior to any intended
Put Date (unless otherwise agreed in writing by the Investor), the Company shall
deliver  advance  written notice (the "Advance Put Notice," the form of which is
attached  hereto as Exhibit  E, the date of such  Advance  Put Notice  being the
"Advance  Put  Notice  Date")  to  Investor  stating  the Put Date for which the
Company shall,  subject to the limitations and  restrictions  contained  herein,
exercise a Put and stating the number of shares of Common Stock  (subject to the
Individual  Put Limit and the  Maximum  Put  Dollar  Amount)  which the  Company
intends to sell to the Investor for the Put (the "Intended Put Share Amount").

     The Company  may, at its option,  also  designate in any Advance Put Notice
(i) a maximum dollar amount of Common Stock, not to exceed $2,000,000,  which it
shall sell to  Investor  during the Put (the  "Company  Designated  Maximum  Put
Dollar Amount") and/or (ii) a minimum  purchase price per Put Share at which the
Investor may purchase Shares pursuant to such Put Notice (a "Company  Designated
Minimum Put Share Price").  The Company  Designated  Minimum Put Share Price, if
applicable,  shall  be no  greater  than  80% of the  Closing  Bid  Price of the
Company's  common stock on the Advance Put Notice Date. The Company may decrease
(but not increase) the Company  Designated  Minimum Put Share Price for a Put at
any time by giving the Investor  written  notice of such decrease not later than
12:00 Noon,  New York City time, on the Business Day  immediately  preceding the
Business  Day that such  decrease is to take  effect.  A decrease in the Company
Designated  Minimum  Put Share  Price  shall have no  retroactive  effect on the
determination  of  Trigger  Prices  and  Excluded  Days for days  preceding  the
Business Day that such decrease takes effect.

     Notwithstanding  the above,  if, at the time of  delivery of an Advance Put
Notice,  more than two (2)  Calendar  Months have  passed  since the date of the
previous Put Closing, such Advance Put Notice shall provide at least twenty (20)
Business  Days notice of the intended Put Date,  unless waived in writing by the
Investor.  In order to effect  delivery of the  Advance Put Notice,  the Company
shall (i) send the  Advance  Put Notice by  facsimile  on such date so that such
notice is received by the  Investor by 6:00 p.m.,  New York,  NY time,  and (ii)
surrender  such notice on such date to a courier for  overnight  delivery to the
Investor (or two (2) day delivery in the case of an Investor residing outside of
the U.S.).  Upon receipt by the Investor of a facsimile  copy of the Advance Put
Notice, the Investor shall, within two (2) Business Days, send, via facsimile, a
confirmation  of receipt  (the  "Advance Put Notice  Confirmation,"  the form of
which is attached  hereto as Exhibit F) of the Advance Put Notice to the Company
specifying  that the  Advance Put Notice has been  received  and  affirming  the
intended Put Date and the Intended Put Share Amount.

                    (b) Put Share  Amount.  The "Put Share Amount" is the number
of shares of Common Stock that the Investor  shall be obligated to purchase in a
given Put, and shall


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equal the lesser of (i) the Intended Put Share Amount,  and (ii) the  Individual
Put Limit.  The  "Individual Put Limit" shall equal the lesser of (i) 15% of the
sum of the aggregate daily reported  Trading  Volumes in the outstanding  Common
Stock on the Company's Principal Market, excluding any block trades of 20,000 or
more shares of Common Stock,  for all Evaluation  Days (as defined below) in the
Pricing  Period,  (ii) the number of Put Shares which,  when multiplied by their
respective Put Share Prices, equals the Maximum Put Dollar Amount, and (iii) the
9.9%  Limitation,  but in no event shall the  Individual Put Limit exceed 15% of
the sum of the  aggregate  daily  reported  Trading  Volumes in the  outstanding
Common Stock on the Company's  Principal  Market,  excluding any block trades of
20,000  or more  shares of Common  Stock,  for the  twenty  (20)  Business  Days
immediately  preceding  the  Put  Date  (this  limitation,   together  with  the
limitation in (i) immediately above, are collectively  referred to herein as the
"Volume  Limitations").  Company agrees not to trade Common Stock or arrange for
Common Stock to be traded for the purpose of artificially  increasing the Volume
Limitations.

         For purposes of this Agreement:

          "Trigger  Price" for any Pricing  Period shall mean the greater of (i)
     the Company  Designated  Minimum Put Share  Price,  plus $.15,  or (ii) the
     Company Designated Minimum Put Share Price divided by .91.

          An "Excluded Day" shall mean each Business Day during a Pricing Period
     where the lowest  intra-day  trading price of the Common Stock is less than
     the Trigger Price.

          An  "Evaluation  Day"  shall mean each  Business  Day during a Pricing
     Period that is not an Excluded Day.

                         (c) Put Share  Price.  The  purchase  price for the Put

Shares (the "Put Share  Price")  shall equal the lesser of (i) the Market  Price
for such Put,  minus  $.15,  or (ii) 91% of the Market  Price for such Put,  but
shall in no event be less than the  Company  Designated  Minimum Put Share Price
for such Put, if applicable.

                         (d)  Delivery  of  Put  Notice.  After  delivery  of an

Advance  Put  Notice,  on the Put Date  specified  in the Advance Put Notice the
Company  shall  deliver  written  notice (the "Put Notice," the form of which is
attached  hereto as Exhibit G) to Investor  stating  (i) the Put Date,  (ii) the
Intended Put Share Amount as specified in the Advance Put Notice (such  exercise
a  "Put"),   (iii)  the  Company   Designated  Maximum  Put  Dollar  Amount  (if
applicable),  and (iv) the  Company  Designated  Minimum  Put  Share  Price  (if
applicable).  In order to effect  delivery of the Put Notice,  the Company shall
(i) send the Put  Notice by  facsimile  on the Put Date so that  such  notice is
received by the Investor by 6:00 p.m.,  New York,  NY time,  and (ii)  surrender
such notice on the Put Date to a courier for overnight  delivery to the Investor
(or two (2) day  delivery  in the case of an  Investor  residing  outside of the
U.S.).  Upon receipt by the Investor of a facsimile copy of the Put Notice,  the
Investor  shall,   within  two  (2)  Business  Days,  send,  via  facsimile,   a
confirmation  of receipt  (the "Put Notice  Confirmation,"  the form of which is
attached  hereto as Exhibit H) of the Put Notice to Company  specifying that the
Put Notice has been  received  and  affirming  the Put Date and the Intended Put
Share Amount.

                         (e)  Delivery of Required Put  Documents.  On or before
the Put Date for such Put, the Company  shall deliver the Required Put Documents
(as defined in Section 2.3.5 below) to the Investor (or to an agent of Investor,
if Investor so directs).  Unless  otherwise  specified by the Investor,  the Put
Shares of Common  Stock  shall be  transmitted  electronically  pursuant to such
electronic  delivery  system as the Investor shall request;  otherwise  delivery
shall

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be by  physical  certificates.  If the  Company  has  not  delivered  all of the
Required Put Documents to the Investor on or before the Put Date,  the Put shall
be automatically cancelled,  unless the Investor agrees to delay the Put Date by
up to three (3) Business  Days,  in which case the Pricing  Period begins on the
Business Day  following  such new Put Date. If the Company has not delivered all
of the Required Put  Documents to the Investor on or before the Put Date (or new
Put Date,  if  applicable),  and the Investor has not agreed in writing to delay
the  Put  Date,  the  Put  is  automatically  canceled  (an  "Impermissible  Put
Cancellation") and, unless the Put was otherwise canceled in accordance with the
terms of Section  2.3.11,  the  Company  shall pay the  Investor  $5,000 for its
reasonable due diligence  expenses  incurred in preparation for the canceled Put
and the  Company may  deliver an Advance  Put Notice for the  subsequent  Put no
sooner than ten (10)  Business  Days after the date that such Put was  canceled,
unless otherwise agreed by the Investor.

                         (f)  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 an Intended Put Share Amount may
not  include,  an amount of Put  Shares,  which  when added to the number of Put
Shares  acquired by the Investor  pursuant to this Agreement  during the 31 days
preceding the Put Date with respect to which this determination of the permitted
Intended  Put Share  Amount is being made,  would  exceed 9.99% of the number of
shares of Common Stock outstanding (on a fully diluted basis, to the extent that
inclusion of unissued  shares is mandated by Section  13(d) of the Exchange Act)
on the Put Date for such  Pricing  Period,  as  determined  in  accordance  with
Section  13(d)  of the  Exchange  Act  (the  "Section  13(d)  Outstanding  Share
Amount").  Each Put Notice shall include a  representation  of the Company as to
the Section 13(d) Outstanding Share Amount on the related Put Date. In the event
that the Section 13(d)  Outstanding Share Amount is different on any date during
a Pricing Period than on the Put Date associated with such Pricing Period,  then
the  number of  shares of Common  Stock  outstanding  on such date  during  such
Pricing  Period shall govern for purposes of  determining  whether the Investor,
when  aggregating all purchases of Shares made pursuant to this Agreement in the
31 calendar days preceding such date, would have acquired more than 9.99% of the
Section 13(d) Outstanding Share Amount. The limitation set forth in this Section
2.3.1(f) is referred to as the "9.9% Limitation."

               2.3.2 Termination of Right to Put. The Company's right to require
the Investor to purchase any subsequent Put Shares shall  terminate  permanently
(each, an "Automatic Termination") upon the occurrence of any of the following:

                         (a) the  Company  shall not  exercise  a Put or any Put
thereafter  if, at any time,  either the Company or any  director  or  executive
officer of the Company has engaged in a  transaction  or conduct  related to the
Company  that  has  resulted  in  (i)  a  Securities  and  Exchange   Commission
enforcement action, or (ii) a civil judgment or criminal conviction for fraud or
misrepresentation,  or for any other offense  that,  if  prosecuted  criminally,
would constitute a felony under applicable law;

                         (b) the  Company  shall not  exercise  a Put or any Put
thereafter,  on any date  after a  cumulative  time  period  or  series  of time
periods, including both Ineffective Periods and Delisting Events, that lasts for
an aggregate of four (4) months;

                         (c) the  Company  shall not  exercise  a Put or any Put
thereafter  if at any time the  Company  has filed for  and/or is subject to any
bankruptcy,  insolvency,  reorganization  or  liquidation  proceedings  or other
proceedings  for relief  under any  bankruptcy  law or any law for the relief of
debtors instituted by or against the Company or any subsidiary of the Company;


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                         (d) the  Company  shall  not  exercise  a Put after the
sooner of (i) the date that is three (3) years after the Effective Date, or (ii)
the Put Closing Date on which the  aggregate  of the Put Dollar  Amounts for all
Puts equal the Maximum Offering Amount; and

                         (e) the  Company  shall  not  exercise  a Put after the
Company  has  breached  any  covenant  in Section  2.6,  Section 6, or Section 9
hereof.

                         (f) if no  Registration  Statement  has  been  declared
effective by the date that is one (1) year after the date of this Agreement, the
Automatic  Termination  shall  occur on the date that is one (1) year  after the
date of this Agreement.

               2.3.3 Put  Limitations.  The  Company's  right to  exercise a Put
shall be limited as follows:

                         (a) notwithstanding the amount of any Put, the Investor
shall not be obligated to purchase any  additional Put Shares once the aggregate
Put Dollar Amount paid by Investor equals the Maximum Offering Amount;

                         (b) the Investor  shall not be obligated to acquire and
pay for the Put  Shares  with  respect  to any Put for  which  the  Company  has
announced a subdivision or combination, including a reverse split, of its Common
Stock or has  subdivided  or combined  its Common  Stock during the Extended Put
Period;

                         (c) the Investor  shall not be obligated to acquire and
pay for the Put Shares with  respect to any Put for which the Company has paid a
dividend of its Common  Stock or has made any other  distribution  of its Common
Stock during the Extended Put Period;

                         (d) the Investor  shall not be obligated to acquire and
pay for the Put Shares  with  respect to any Put for which the Company has made,
during the  Extended  Put Period,  a  distribution  of all or any portion of its
assets or evidences of indebtedness to the holders of its Common Stock;

                         (e) the Investor  shall not be obligated to acquire and
pay for the Put Shares with respect to any Put for which a Major Transaction has
occurred during the Extended Put Period.

               2.3.4 Conditions Precedent to the Right of the Company to Deliver
an Advance  Put Notice or a Put Notice and the  Obligation  of the  Investor  to
Purchase  Put Shares.  The right of the Company to deliver an Advance Put Notice
or a Put Notice and the obligation of the Investor  hereunder to acquire and pay
for the Put Shares incident to a Closing is subject to the satisfaction,  on (i)
the date of  delivery  of such  Advance  Put  Notice or Put  Notice and (ii) the
applicable Put Closing Date, of each of the following conditions:

               (a)  the Company's  Common Stock shall be listed for and actively
                    trading on the O.T.C.  Bulletin Board,  the Nasdaq Small Cap
                    Market,  the  Nasdaq  National  Market or the New York Stock
                    Exchange and the Put Shares  shall be so listed,  and to the
                    Company's  knowledge there is no notice of any suspension or
                    delisting  with  respect  to the  trading  of the  shares of
                    Common Stock on such market or exchange;

               (b)  the Company  shall have  satisfied  any and all  obligations
                    pursuant to the Registration  Rights  Agreement,  including,
                    but not limited to, the filing of the Registration Statement
                    with the SEC with respect to the resale of all

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                    Registrable   Securities  and  the   requirement   that  the
                    Registration Statement shall have been declared effective by
                    the SEC for the resale of all Registrable Securities and the
                    Company shall have satisfied and shall be in compliance with
                    any and all  obligations  pursuant to this Agreement and the
                    Warrants;

               (c)  the  representations  and warranties of the Company are true
                    and correct in all material respects as if made on such date
                    and the  conditions to Investor's  obligations  set forth in
                    this Section 2.3.4 are satisfied as of such Closing, and the
                    Company shall deliver a certificate, signed by an officer of
                    the Company, to such effect to the Investor;

               (d)  the Company  shall have  reserved  for issuance a sufficient
                    number of Common  Shares  for the  purpose of  enabling  the
                    Company to satisfy any  obligation  to issue  Common  Shares
                    pursuant to any Put and to effect exercise of the Warrants;

               (e)  the Registration  Statement is not subject to an Ineffective
                    Period as defined in the Registration Rights Agreement,  the
                    prospectus included therein is current and deliverable,  and
                    to  the  Company's  knowledge  there  is no  notice  of  any
                    investigation  or  inquiry  concerning  any stop  order with
                    respect to the Registration Statement; and

               (f)  if the Aggregate  Issued Shares after the Closing of the Put
                    would exceed the Cap Amount, the Company shall have obtained
                    the  Stockholder  20% Approval as specified in Section 6.11,
                    if the Company's  Common Stock is listed on the NASDAQ Small
                    Cap Market or NMS,  and such  approval  is  required  by the
                    rules of the NASDAQ.

               2.3.5  Documents  Required  to be  Delivered  on the Put  Date as
Conditions  to  Closing  of any  Put.  The  Closing  of any Put  and  Investor's
obligations hereunder shall additionally be conditioned upon the delivery to the
Investor of each of the following  (the  "Required Put  Documents") on or before
the applicable Put Date:

                    (a) a number of  Unlegended  Share  Certificates  (or freely
tradeable electronically delivered shares, as appropriate) equal to the Intended
Put  Share  Amount,  in  denominations  of  not  more  than  50,000  shares  per
certificate;

                    (b)  the  following  documents:   Put  Opinion  of  Counsel,
Officer's  Certificate,  Put  Notice,  Registration  Opinion,  and any report or

disclosure required under Section 2.3.6 or Section 2.5;

                    (c) all documents,  instruments and other writings  required
to be  delivered  on or before the Put Date  pursuant to any  provision  of this
Agreement in order to implement and effect the transactions contemplated herein.

               2.3.6 Accountant's Letter and Registration Opinion.

                    (a) The  Company  shall have caused to be  delivered  to the
Investor,  (i) whenever  required by Section  2.3.6(b) or by Section 2.5.3,  and
(ii) on the date that is three  (3)  Business  Days  prior to each Put Date (the
"Registration  Opinion  Deadline"),  an  opinion  of the  Company's  independent
counsel,  in substantially the form of Exhibit R (the  "Registration  Opinion"),
addressed to the Investor stating,  inter alia, that no facts ("Material Facts")
have come to such  counsel's  attention  that have caused it to believe that the
Registration Statement is

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subject to an Ineffective Period or to believe that the Registration  Statement,
any Supplemental Registration Statement (as each may be amended, if applicable),
and any related  prospectuses,  contain an untrue  statement of material fact or
omits a material  fact required to make the  statements  contained  therein,  in
light of the  circumstances  under which they were made,  not  misleading.  If a
Registration Opinion cannot be delivered by the Company's independent counsel to
the  Investor on the  Registration  Opinion  Deadline  due to the  existence  of
Material Facts or an Ineffective  Period,  the Company shall promptly notify the
Investor and as promptly as possible  amend each of the  Registration  Statement
and any Supplemental  Registration  Statements,  as applicable,  and any related
prospectus or cause such  Ineffective  Period to terminate,  as the case may be,
and deliver such Registration Opinion and updated prospectus as soon as possible
thereafter.  If at any time after a Put  Notice  shall  have been  delivered  to
Investor but before the related  Pricing Period End Date,  the Company  acquires
knowledge of such Material Facts or any Ineffective  Period occurs,  the Company
shall promptly notify the Investor and shall deliver a Put  Cancellation  Notice
to the Investor pursuant to Section 2.3.11 by facsimile and overnight courier by
the end of that Business Day.

                    (b) (i) the Company shall engage its independent auditors to
perform the  procedures  in  accordance  with the  provisions  of  Statement  on
Auditing  Standards No. 71, as amended,  as agreed to by the parties hereto, and
reports  thereon  (the "Bring  Down Cold  Comfort  Letters")  as shall have been
reasonably   requested  by  the  Investor  with  respect  to  certain  financial
information contained in the Registration  Statement and shall have delivered to
the Investor such a report addressed to the Investor,  on the date that is three
(3) Business Days prior to each Put Date.

                         (ii)  in  the  event  that  the  Investor   shall  have

requested  delivery  of an Agreed  Upon  Procedures  Report  pursuant to Section
2.5.3,  the Company  shall engage its  independent  auditors to perform  certain
agreed  upon  procedures  and  report  thereon  as shall  have  been  reasonably
requested by the Investor with respect to certain  financial  information of the
Company  and the  Company  shall  deliver to the  Investor a copy of such report
addressed to the Investor. In the event that the report required by this Section
2.3.6(b) cannot be delivered by the Company's independent auditors,  the Company
shall, if necessary,  promptly revise the Registration Statement and the Company
shall not deliver a Put Notice until such report is delivered.

                    2.3.7  Investor's  Obligation and Right 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  (each a  "Purchase")  from the Company a number of Put Shares equal to
the Put Share Amount, in the manner described below.

                    2.3.8 Mechanics of Put Closing.  Each of the Company and the
Investor shall deliver all documents,  instruments  and writings  required to be
delivered  by  either of them  pursuant  to this  Agreement  at or prior to each
Closing.  Subject to such delivery and the  satisfaction  of the  conditions set
forth in Sections  2.3.4 and 2.3.5,  the closing of the purchase by the Investor
of Shares shall occur by 5:00 PM, New York City Time,  on the date which is five
(5) Business Days following the applicable Pricing Period End Date (the "Payment
Due Date") at the offices of Investor.  On each or before each Payment Due Date,
the Investor shall deliver to the Company,  in the manner specified in Section 8
below,  the Put  Dollar  Amount to be paid for such Put  Shares,  determined  as
aforesaid.  The closing  (each a "Put  Closing") for each Put shall occur on the
date that both (i) the Company has  delivered  to the  Investor all Required Put
Documents,  and (ii) the Investor  has  delivered to the Company such Put Dollar
Amount and any Late Payment Amount, if applicable (each a "Put Closing Date").


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         If the Investor  does not deliver to the Company the Put Dollar  Amount
for such Put Closing on or before the Payment Due Date,  then the Investor shall
pay to the Company,  in addition to the Put Dollar Amount,  an amount (the "Late
Payment Amount") at a rate of X% per month,  accruing daily,  multiplied by such
Put  Dollar  Amount,  where "X"  equals  one  percent  (1%) for the first  month
following the date in question,  and increases by an additional one percent (1%)
for each month that passes after the date in  question,  up to a maximum of five
percent (5%) per month; provided,  however, that in no event shall the amount of
interest that shall become due and payable  hereunder  exceed the maximum amount
permissible under applicable law.

                    2.3.9  Limitation  on  Short  Sales.  The  Investor  and its
Affiliates  shall  not  engage in short  sales of the  Company's  Common  Stock;
provided, however, that the Investor may enter into any short exempt sale or any
short sale or other hedging or similar  arrangement  it deems  appropriate  with
respect to Put Shares  after it receives a Put Notice  with  respect to such Put
Shares so long as such sales or arrangements do not involve more than the number
of such Put Shares specified in the Put Notice.

                    2.3.10 Cap  Amount.  If the  Company  becomes  listed on the
Nasdaq Small Cap Market or the Nasdaq National Market,  then, unless the Company
has  obtained  Stockholder  20%  Approval as set forth in Section 6.11 or unless
otherwise  permitted by Nasdaq,  in no event shall the  Aggregate  Issued Shares
exceed the maximum  number of shares of Common Stock (the "Cap Amount") that the
Company can,  without  stockholder  approval,  so issue  pursuant to Nasdaq Rule
4460(i)(1)(d)(ii)  (or any other applicable  Nasdaq Rules or any successor rule)
(the "Nasdaq 20% Rule").

                    2.3.11 Put Cancellation.

                         (a)  Mechanics  of Put  Cancellation.  If at  any  time
during a Pricing Period the Company discovers the existence of Material Facts or
any Ineffective  Period or Delisting Event occurs,  the Company shall cancel the
Put (a "Put  Cancellation"),  by delivering  written notice to the Investor (the
"Put  Cancellation  Notice"),  attached as Exhibit Q, by facsimile and overnight
courier. The "Put Cancellation Date" shall be the date that the Put Cancellation
Notice is first  received  by the  Investor,  if such  notice is received by the
Investor by 6:00 p.m.,  New York, NY time,  and shall be the following  date, if
such notice is received by the Investor after 6:00 p.m., New York, NY time.

                         (b)   Effect  of  Put   Cancellation.   Anytime  a  Put
Cancellation  Notice is delivered to Investor after the Put Date, the Put, shall
remain  effective  with  respect to a number of Put Shares (the  "Truncated  Put
Share  Amount")  equal to the  Individual  Put Limit for the  Truncated  Pricing
Period.

                         (c) Put Cancellation Notice Confirmation.  Upon receipt
by the Investor of a facsimile copy of the Put Cancellation Notice, the Investor
shall  promptly  send,  via  facsimile,  a  confirmation  of  receipt  (the "Put
Cancellation Notice  Confirmation," a form of which is attached as Exhibit S) of
the Put Cancellation  Notice to the Company specifying that the Put Cancellation
Notice has been received and affirming the Put Cancellation Date.

                         (d) Truncated  Pricing  Period.  If a Put  Cancellation
Notice has been delivered to the Investor after the Put Date, the Pricing Period
for such Put shall end at on the close of trading on the last full  trading  day
on the Principal Market that ends prior to the moment of initial delivery of the
Put Cancellation Notice (a "Truncated Pricing Period") to the Investor.

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                    2.3.12 Investment  Agreement  Cancellation.  The Company may
terminate  (a  "Company  Termination")  its  right to  initiate  future  Puts by
providing written notice  ("Termination  Notice") to the Investor,  by facsimile
and  overnight  courier,  at any time other than during an Extended  Put Period,
provided that such termination shall have no effect on the parties' other rights
and obligations under this Agreement,  the Registration  Rights Agreement or the
Warrants.  Notwithstanding  the  above,  any  cancellation  occurring  during an
Extended Put Period is governed by Section 2.3.11.

                    2.3.13 Return of Excess Common Shares. In the event that the
number of Shares purchased by the Investor pursuant to its obligations hereunder
is less than the Intended Put Share Amount,  the Investor shall promptly  return
to the Company any shares of Common Stock in the Investor's  possession that are
not being purchased by the Investor.

               2.4 Warrants.

                    2.4.1 Commitment Warrants.  In partial consideration hereof,
following the  execution of the Letter of Agreement  dated on or about March 28,
2000 between the Company and the Investor,  the Company  issued and delivered to
Investor or its designated  assignees,  warrants (the "Commitment  Warrants") in
the form attached  hereto as Exhibit U, or such other form as agreed upon by the
parties,  to purchase  280,000 shares of Common Stock.  The Commitment  Warrants
shall be exerciseable at a price (the "Commitment Warrant Exercise Price") which
shall  initially  equal the lowest  Closing Bid Price for the five (5)  Business
Days immediately  preceding March 28, 2000 ("Initial  Exercise  Price"),  or, if
lower,  the lowest Closing Bid Price for the five (5) Business Days  immediately
preceding  the  date  of  execution  by the  Company  and the  Investor  of this
Investment  Agreement  and  the  Exhibits  hereto  (collectively,  the  "Closing
Documents"),,  and shall have reset provisions. Each Commitment Warrant shall be
immediately exercisable at the Commitment Warrant Exercise Price, and shall have
a term  beginning  on the date of  issuance  and ending on date that is five (5)
years thereafter.  The Warrant Shares shall be registered for resale pursuant to
the Registration Rights Agreement.  The Investment Commitment Opinion of Counsel
shall cover the  issuance  of the  Commitment  Warrant  and the  issuance of the
common stock upon exercise of the Commitment Warrant.

         Notwithstanding  any  Termination  or  Automatic  Termination  of  this
Agreement,  regardless of whether or not the Registration Statement is or is not
filed, and regardless of whether or not the  Registration  Statement is approved
or denied by the SEC, the Investor shall retain full ownership of the Commitment
Warrant as partial consideration for its commitment hereunder.

                    2.4.2  Purchase  Warrants.  Within five (5) Business Days of
the end of each  Pricing  Period,  the  Company  shall  issue and deliver to the
Investor a warrant ("Purchase Warrant"),  in the form attached hereto as Exhibit
D, or such other form as agreed  upon by the  parties,  to  purchase a number of
shares of Common Stock equal to 10% of the Put Share  Amount for that Put.  Each
Purchase  Warrant  shall  be  exerciseable  at a price  (the  "Purchase  Warrant
Exercise  Price") which shall  initially  equal 110% of the Market Price for the
applicable  Put, and shall have  semi-annual  reset  provisions.  Each  Purchase
Warrant shall be immediately exercisable at the Purchase Warrant Exercise Price,
and shall have a term  beginning  on the date of issuance and ending on the date
that is five (5) years  thereafter.  The Warrant  Shares shall be registered for
resale pursuant to the Registration Rights Agreement.

               2.5 Due Diligence  Review.  The Company shall make  available for
inspection and review by the Investor (the "Due Diligence Review"),  advisors to
and  representatives  of the Investor (who may or may not be affiliated with the
Investor and who are  reasonably  acceptable  to the Company),  any  underwriter
participating in any disposition of Common Stock on behalf of

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the  Investor   pursuant  to  the  Registration   Statement,   any  Supplemental
Registration  Statement,  or amendments or supplements  thereto or any blue sky,
NASD or other filing,  all financial  and other  records,  all SEC Documents and
other filings with the SEC, and all other corporate  documents and properties of
the Company as may be reasonably  necessary for the purpose of such review,  and
cause the  Company's  officers,  directors  and  employees  to  supply  all such
information  reasonably  requested by the  Investor or any such  representative,
advisor  or  underwriter  in  connection   with  such   Registration   Statement
(including, without limitation, in response to all questions and other inquiries
reasonably  made or  submitted  by any of them),  prior to and from time to time
after the filing and  effectiveness of the  Registration  Statement for the sole
purpose  of  enabling  the  Investor  and  such  representatives,  advisors  and
underwriters and their  respective  accountants and attorneys to conduct initial
and ongoing due  diligence  with  respect to the Company and the accuracy of the
Registration Statement.

                    2.5.1 Treatment of Nonpublic Information.  The Company shall
not  disclose  nonpublic  information  to the  Investor  or to its  advisors  or
representatives  unless  prior to  disclosure  of such  information  the Company
identifies  such  information as being  nonpublic  information  and provides the
Investor and such advisors and representatives with the opportunity to accept or
refuse to accept such nonpublic  information  for review.  The Company may, as a
condition  to  disclosing  any  nonpublic  information  hereunder,  require  the
Investor and its advisors and  representatives  to enter into a  confidentiality
agreement  (including  an  agreement  with  such  advisors  and  representatives
prohibiting them from trading in Common Stock during such period of time as they
are in possession of nonpublic  information) in form reasonably  satisfactory to
the Company and the Investor.

        Nothing   herein  shall  require  the  Company  to  disclose   nonpublic
information to the Investor or its advisors or representatives,  and the Company
represents that it does not disseminate  nonpublic  information to any investors
who purchase stock in the Company in a public offering,  to money managers or to
securities analysts,  provided, however, that notwithstanding anything herein to
the contrary, the Company will, as hereinabove provided,  immediately notify the
advisors and representatives of the Investor and, if any,  underwriters,  of any
event or the existence of any  circumstance  (without any obligation to disclose
the specific  event or  circumstance)  of which it becomes  aware,  constituting
nonpublic  information  (whether or not requested of the Company specifically or
generally  during the course of due  diligence by and such persons or entities),
which,  if  not  disclosed  in  the  Prospectus  included  in  the  Registration
Statement,  would cause such Prospectus to include a material misstatement or to
omit a  material  fact  required  to be  stated  therein  in  order  to make the
statements  therein,  in light of the circumstances in which they were made, not
misleading.  Nothing  contained  in this  Section 2.5 shall be construed to mean
that such  persons or  entities  other than the  Investor  (without  the written
consent of the Investor prior to disclosure of such  information) may not obtain
nonpublic  information  in the course of conducting  due diligence in accordance
with the terms of this Agreement;  provided, however, that in no event shall the
Investor's  advisors or  representatives  disclose to the Investor the nature of
the specific  event or  circumstances  constituting  any  nonpublic  information
discovered  by such  advisors  or  representatives  in the  course  of their due
diligence  without the written  consent of the Investor  prior to  disclosure of
such information.

                    2.5.2  Disclosure  of  Misstatements   and  Omissions.   The
Investor's  advisors or  representatives  shall make complete  disclosure to the
Investor's  counsel  of  all  events  or  circumstances  constituting  nonpublic
information  discovered  by such  advisors or  representatives  in the course of
their due diligence upon which such advisors or representatives form the opinion
that the Registration  Statement contains an untrue statement of a material fact
or omits a material fact required to be stated in the Registration  Statement or
necessary  to  make  the  statements  contained  therein,  in the  light  of the
circumstances  in which they were made,  not  misleading.  Upon  receipt of such
disclosure,  the Investor's counsel shall consult with the Company's independent
counsel in order to address the concern raised as to the existence of a material

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misstatement  or omission  and to discuss  appropriate  disclosure  with respect
thereto;  provided,  however,  that such  consultation  shall not constitute the
advice of the Company's  independent  counsel to the Investor as to the accuracy
of the Registration Statement and related Prospectus.

                    2.5.3 Procedure if Material Facts are Reasonably Believed to
be Untrue or are Omitted.  In the event after such  consultation the Investor or
the  Investor's  counsel  reasonably  believes that the  Registration  Statement
contains  an  untrue  statement  or a  material  fact or omits a  material  fact
required to be stated in the  Registration  Statement  or  necessary to make the
statements  contained therein,  in light of the circumstances in which they were
made, not misleading,

                         (a) the Company shall file with the SEC an amendment to
the  Registration  Statement  responsive  to such  alleged  untrue  statement or
omission and provide the Investor,  as promptly as  practicable,  with copies of
the Registration Statement and related Prospectus, as so amended, or

                         (b) if the Company  disputes the  existence of any such
material  misstatement or omission,(i) the Company's  independent  counsel shall
provide the Investor's counsel with a Registration Opinion and (ii) in the event
the dispute  relates to the  adequacy of financial  disclosure  and the Investor
shall reasonably request,  the Company's  independent  auditors shall provide to
the Company a letter ("Agreed Upon Procedures Report") outlining the performance
of such  "agreed  upon  procedures"  as shall  be  reasonably  requested  by the
Investor and the Company shall provide the Investor with a copy of such letter.

               2.6 Commitment Payments.

         On the  last  Business  Day of  each  six  (6)  Calendar  Month  period
following  the  Effective  Date  (each  such  period  a  "Commitment  Evaluation
Period"), if the Company has not Put at least $1,000,000 in aggregate Put Dollar
Amount during that Commitment  Evaluation Period, the Company,  in consideration
of Investor's  commitment  costs,  including,  but not limited to, due diligence
expenses, shall pay to the Investor an amount (the "Semi-Annual Non-Usage Fee ")
equal to the  difference  of (i)  $100,000,  minus (ii) 10% of the aggregate Put
Dollar  Amount  of  the  Put  Shares  put to  Investor  during  that  Commitment
Evaluation  Period. In the event that the Company delivers a Termination  Notice
to the Investor or an Automatic Termination occurs, the Company shall pay to the
Investor (the  "Termination  Fee") the greater of (i) the Semi-Annual  Non-Usage
Fee for the applicable  Commitment  Evaluation Period, or (ii) the difference of
(x) $200,000, minus (y) 10% of the aggregate Put Dollar Amount of the Put Shares
put to Investor  during all Puts to date,  and the Company shall not be required
to pay the Semi-Annual Non-Usage Fee thereafter.

         Each Semi Annual Non-Usage Fee or Termination Fee is payable,  in cash,
within five (5) business  days of the date it accrued.  The Company shall not be
required  to deliver  any  payments  to  Investor  under this  subsection  until
Investor has paid all Put Dollar Amounts that are then due.

         3.  Representations,  Warranties  and  Covenants of Investor.  Investor
hereby represents and warrants to and agrees with the Company as follows:

               3.1  Accredited  Investor.  Investor  is an  accredited  investor
("Accredited Investor"), as defined in Rule 501 of Regulation D, and has checked
the applicable box set forth in Section 10 of this Agreement.

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               3.2 Investment  Experience;  Access to  Information;  Independent
Investigation.

                    3.2.1  Access  to   Information.   Investor  or   Investor's
professional  advisor has been granted the  opportunity  to ask questions of and
receive answers from  representatives of the Company,  its officers,  directors,
employees and agents  concerning the terms and conditions of this Offering,  the
Company and its business and prospects, and to obtain any additional information
which Investor or Investor's  professional advisor deems necessary to verify the
accuracy and completeness of the information received.

                    3.2.2   Reliance  on  Own  Advisors.   Investor  has  relied
completely on the advice of, or has consulted with, Investor's own personal tax,
investment,  legal or other advisors and has not relied on the Company or any of
its affiliates, officers, directors, attorneys, accountants or any affiliates of
any thereof and each other  person,  if any, who controls any of the  foregoing,
within the meaning of Section 15 of the Act for any tax or legal  advice  (other
than reliance on information  in the Disclosure  Documents as defined in Section
3.2.4 below and on the Opinion of Counsel).  The  foregoing,  however,  does not
limit or modify  Investor's  right to rely upon covenants,  representations  and
warranties of the Company in this Agreement.

                    3.2.3  Capability to Evaluate.  Investor has such  knowledge
and  experience in financial and business  matters so as to enable such Investor
to utilize the information  made available to it in connection with the Offering
in order to evaluate the merits and risks of the prospective  investment,  which
are substantial,  including without limitation those set forth in the Disclosure
Documents (as defined in Section 3.2.4 below).

                    3.2.4 Disclosure  Documents.  Investor, in making Investor's
investment  decision  to  subscribe  for  the  Investment  Agreement  hereunder,
represents  that (a) Investor has received and had an  opportunity to review (i)
the Company's Annual Report on Form 10-KSB for the year ended December 31, 1999,
(ii) the  Company's  quarterly  report on Form  10-QSB  for the  quarters  ended
September  30, 1999,  and March 31, 2000,  (iii) the Risk  Factors,  attached as
Exhibit J, (the "Risk Factors") (iv) the  Capitalization  Schedule,  attached as
Exhibit K, (the "Capitalization Schedule") and (v) the Use of Proceeds Schedule,
attached as Exhibit L, (the "Use of Proceeds Schedule");  (b) Investor has read,
reviewed,  and  relied  solely on the  documents  described  in (a)  above,  the
Company's   representations   and  warranties  and  other  information  in  this
Agreement,  including the exhibits, documents prepared by the Company which have
been  specifically  provided to Investor in  connection  with this Offering (the
documents described in this Section 3.2.4 (a) and (b) are collectively  referred
to as the  "Disclosure  Documents"),  and an independent  investigation  made by
Investor and Investor's representatives,  if any; (c) Investor has, prior to the
date of this Agreement,  been given an opportunity to review material  contracts
and  documents of the Company which have been filed as exhibits to the Company's
filings under the Act and the  Securities  Exchange Act of 1934, as amended (the
"Exchange  Act") and has had an  opportunity  to ask  questions  of and  receive
answers from the Company's officers and directors; and (d) is not relying on any
oral  representation  of the  Company  or any  other  person,  nor  any  written
representation  or assurance from the Company other than those  contained in the
Disclosure Documents or incorporated herein or therein. The foregoing,  however,
does  not  limit  or   modify   Investor's   right  to  rely   upon   covenants,
representations  and  warranties  of the  Company  in  Sections  5 and 6 of this
Agreement.   Investor   acknowledges   and  agrees   that  the  Company  has  no
responsibility  for, does not ratify, and is under no responsibility  whatsoever
to comment upon or correct any reports,  analyses or other  comments  made about
the Company by any third  parties,  including,  but not  limited  to,  analysts'
research reports or comments (collectively, "Third Party Reports"), and Investor
has not relied upon any Third Party Reports in making the decision to invest.

                    3.2.5  Investment  Experience;  Fend for Self.  Investor has
substantial experience in investing in securities and it has made investments in
securities other than those of the Company.  Investor acknowledges that Investor
is able to fend for  Investor's  self in the

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transaction  contemplated  by this  Agreement,  that Investor has the ability to
bear the economic risk of Investor's  investment  pursuant to this Agreement and
that  Investor is an  "Accredited  Investor" by virtue of the fact that Investor
meets the  investor  qualification  standards  set forth in  Section  3.1 above.
Investor has not been  organized  for the purpose of investing in  securities of
the Company, although such investment is consistent with Investor's purposes.

               3.3 Exempt Offering Under Regulation D.

                    3.3.1 No General Solicitation.  The Investment Agreement was
not  offered to  Investor  through,  and  Investor  is not aware of, any form of
general solicitation or general advertising,  including, without limitation, (i)
any  advertisement,  article,  notice or other  communication  published  in any
newspaper,  magazine or similar media or broadcast over television or radio, and
(ii) any seminar or meeting  whose  attendees  have been  invited by any general
solicitation or general advertising.

                    3.3.2 Restricted  Securities.  Investor understands that the
Investment  Agreement  is,  the  Common  Stock and  Warrants  issued at each Put
Closing will be, and the Warrant  Shares will be,  characterized  as "restricted
securities"  under  the  federal  securities  laws  inasmuch  as they are  being
acquired  from  the  Company  in a  transaction  exempt  from  the  registration
requirements  of the  federal  securities  laws and  that  under  such  laws and
applicable  regulations such securities may not be transferred or resold without
registration  under  the Act or  pursuant  to an  exemption  therefrom.  In this
connection,  Investor  represents  that Investor is familiar with Rule 144 under
the Act, as presently in effect, and understands the resale limitations  imposed
thereby and by the Act.

                    3.3.3   Disposition.   Without  in  any  way   limiting  the
representations  set forth above,  Investor agrees that until the Securities are
sold  pursuant to an  effective  Registration  Statement  or an  exemption  from
registration,  they  will  remain  in the  name  of  Investor  and  will  not be
transferred to or assigned to any broker, dealer or depositary. Investor further
agrees not to sell,  transfer,  assign, or pledge the Securities (except for any
bona fide  pledge  arrangement  to the extent  that such pledge does not require
registration  under the Act or unless an  exemption  from such  registration  is
available  and  provided  further  that if such  pledge is  realized  upon,  any
transfer to the pledgee shall comply with the requirements set forth herein), or
to otherwise dispose of all or any portion of the Securities unless and until:

                         (a)  There is then in effect a  registration  statement
under the Act and any applicable  state  securities  laws covering such proposed
disposition and such  disposition is made in accordance  with such  registration
statement and in compliance with applicable prospectus delivery requirements; or

                         (b) (i) Investor shall have notified the Company of the
proposed  disposition  and shall have  furnished the Company with a statement of
the  circumstances  surrounding the proposed  disposition to the extent relevant
for  determination  of the availability of an exemption from  registration,  and
(ii) if reasonably  requested by the Company,  Investor shall have furnished the
Company with an opinion of counsel, reasonably satisfactory to the Company, that
such disposition  will not require  registration of the Securities under the Act
or state  securities  laws.  It is agreed that the Company  will not require the
Investor to provide opinions of counsel for  transactions  made pursuant to Rule
144 provided  that Investor and  Investor's  broker,  if necessary,  provide the
Company with the necessary  representations  for counsel to the Company to issue
an opinion with respect to such transaction.

     The Investor is entering  into this  Agreement  for its own account and the
Investor has no present arrangement (whether or not legally binding) at any time
to sell the Common

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Stock to or through any person or entity; provided,  however, that by making the
representations herein, the Investor does not agree to hold the Common Stock for
any  minimum or other  specific  term and  reserves  the right to dispose of the
Common Stock at any time in accordance  with federal and state  securities  laws
applicable to such disposition.

               3.4 Due Authorization.

                    3.4.1  Authority.   The  person  executing  this  Investment
Agreement,  if  executing  this  Agreement  in  a  representative  or  fiduciary
capacity, has full power and authority to execute and deliver this Agreement and
each other  document  included  herein for which a signature is required in such
capacity  and on  behalf  of the  subscribing  individual,  partnership,  trust,
estate, corporation or other entity for whom or which Investor is executing this
Agreement. Investor has reached the age of majority (if an individual) according
to the laws of the state in which he or she resides.

                    3.4.2  Due  Authorization.  Investor  is  duly  and  validly
organized,  validly existing and in good standing as a limited liability company
under  the laws of  Georgia  with full  power  and  authority  to  purchase  the
Securities  to be  purchased  by  Investor  and  to  execute  and  deliver  this
Agreement.

                    3.4.3  Partnerships.  If  Investor  is  a  partnership,  the
representations,  warranties,  agreements and understandings set forth above are
true with respect to all partners of Investor (and if any such partner is itself
a partnership, all persons holding an interest in such partnership,  directly or
indirectly,  including  through  one  or  more  partnerships),  and  the  person
executing this Agreement has made due inquiry to determine the  truthfulness  of
the representations and warranties made hereby.

                    3.4.4  Representatives.  If  Investor  is  purchasing  in  a
representative or fiduciary  capacity,  the representations and warranties shall
be deemed to have been made on behalf of the person or persons for whom Investor
is so purchasing.

          4. Acknowledgments Investor is aware that:

               4.1 Risks of Investment.  Investor  recognizes that an investment
in the Company  involves  substantial  risks,  including the  potential  loss of
Investor's entire  investment  herein.  Investor  recognizes that the Disclosure
Documents,  this Agreement and the exhibits hereto do not purport to contain all
the information,  which would be contained in a registration statement under the
Act;

               4.2 No Government Approval. No federal or state agency has passed
upon the Securities,  recommended or endorsed the Offering,  or made any finding
or determination as to the fairness of this transaction;

               4.3 No Registration,  Restrictions on Transfer. As of the date of
this  Agreement,  the  Securities  and  any  component  thereof  have  not  been
registered  under the Act or any applicable  state  securities laws by reason of
exemptions from the registration  requirements of the Act and such laws, and may
not be sold,  pledged (except for any limited pledge in connection with a margin
account of Investor to the extent that such pledge does not require registration
under the Act or unless an exemption  from such  registration  is available  and
provided  further  that if such pledge is  realized  upon,  any  transfer to the
pledgee  shall  comply  with the  requirements  set forth  herein),  assigned or
otherwise  disposed  of in  the  absence  of an  effective  registration  of the
Securities  and any component  thereof under the Act or unless an exemption from
such registration is available;

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               4.4  Restrictions on Transfer.  Investor may not attempt to sell,
transfer,  assign,  pledge or  otherwise  dispose  of all or any  portion of the
Securities  or any  component  thereof  in the  absence  of either an  effective
registration statement or an exemption from the registration requirements of the
Act and applicable state securities laws;

               4.5 No Assurances of Registration. There can be no assurance that
any registration statement will become effective at the scheduled time, or ever,
or remain  effective when  required,  and Investor  acknowledges  that it may be
required to bear the economic  risk of Investor's  investment  for an indefinite
period of time;

               4.6 Exempt Transaction.  Investor understands that the Securities
are  being  offered  and  sold in  reliance  on  specific  exemptions  from  the
registration requirements of federal and state law and that the representations,
warranties, agreements,  acknowledgments and understandings set forth herein are
being  relied  upon by the  Company in  determining  the  applicability  of such
exemptions and the suitability of Investor to acquire such Securities.

               4.7 Legends.  The certificates  representing the Put Shares shall
not bear a Restrictive Legend. The certificates  representing the Warrant Shares
shall not bear a  Restrictive  Legend  unless they are issued at a time when the
Registration  Statement is not effective for resale.  It is understood  that the
certificates   evidencing   any  Warrant  Shares  issued  at  a  time  when  the
Registration  Statement is not effective for resale,  subject to legend  removal
under the terms of Section  6.8  below,  shall bear the  following  legend  (the
"Legend"):

          "The securities  represented hereby have not been registered under the
          Securities  Act of 1933, as amended,  or applicable  state  securities
          laws, nor the securities laws of any other jurisdiction.  They may not
          be sold or  transferred  in the absence of an  effective  registration
          statement  under those  securities  laws or  pursuant to an  exemption
          therefrom."

          5.  Representations and Warranties of the Company.  The Company hereby
makes the following  representations  and warranties to Investor (which shall be
true  at the  signing  of  this  Agreement,  and as of any  such  later  date as
contemplated  hereunder) and agrees with Investor  that,  except as set forth in
the "Schedule of Exceptions" attached hereto as Exhibit C:

               5.1 Organization,  Good Standing, and Qualification.  The Company
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Oklahoma,  USA and has all  requisite  corporate  power and
authority  to carry on its  business  as now  conducted  and as  proposed  to be
conducted.  The Company is duly  qualified  to transact  business and is in good
standing in each  jurisdiction  in which the failure to so qualify  would have a
material  adverse  effect on the business or  properties  of the Company and its
subsidiaries  taken as a whole.  The Company is not the subject of any  pending,
threatened or, to its knowledge, contemplated investigation or administrative or
legal proceeding (a  "Proceeding")  by the Internal Revenue Service,  the taxing
authorities of any state or local  jurisdiction,  or the Securities and Exchange
Commission,  The National  Association  of Securities  Dealer,  Inc., The Nasdaq
Stock Market, Inc. or any state securities commission, or any other governmental
entity, which have not been disclosed in the Disclosure  Documents.  None of the
disclosed  Proceedings,  if any,  will have a material  adverse  effect upon the
Company or the  market  for the Common  Stock.  The  Company  has the  following
subsidiaries: Cancer Diagnostics, Inc.

               5.2  Corporate  Condition.  The  Company's  condition  is, in all
material  respects,  as described in the  Disclosure  Documents  (as further set
forth in any subsequently filed Disclosure Documents, if applicable), except for
changes in the ordinary course of business and normal year-end  adjustments that
are not,  in the  aggregate,  materially  adverse  to the  Company.  Except  for
continuing losses,  there have been no material adverse changes to the Company's
business,  financial condition,  or prospects since the dates of such Disclosure
Documents. The financial

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statements  as  contained  in the  10-KSB  and  10-QSB  have  been  prepared  in
accordance with generally accepted accounting  principles,  consistently applied
(except as otherwise  permitted by Regulation S-X of the Exchange Act), subject,
in the case of unaudited  interim  financial  statements,  to customary year end
adjustments  and the  absence  of certain  footnotes,  and  fairly  present  the
financial  condition  of the  Company  as of the  dates  of the  balance  sheets
included therein and the  consolidated  results of its operations and cash flows
for the periods  then  ended,.  Without  limiting  the  foregoing,  there are no
material  liabilities,  contingent  or  actual,  that are not  disclosed  in the
Disclosure  Documents  (other  than  liabilities  incurred by the Company in the
ordinary course of its business,  consistent  with its past practice,  after the
period covered by the Disclosure  Documents).  The Company has paid all material
taxes that are due,  except for taxes that it reasonably  disputes.  There is no
material claim, litigation, or administrative proceeding pending or, to the best
of the Company's knowledge,  threatened against the Company, except as disclosed
in the Disclosure Documents.  This Agreement and the Disclosure Documents do not
contain  any untrue  statement  of a material  fact and do not omit to state any
material  fact  required to be stated  therein or herein  necessary  to make the
statements  contained  therein  or  herein  not  misleading  in the light of the
circumstances  under  which  they were  made.  No event or  circumstance  exists
relating to the Company which,  under applicable law, requires public disclosure
but which has not been so publicly announced or disclosed.

               5.3  Authorization.  All  corporate  action  on the  part  of the
Company  by  its  officers,   directors  and  stockholders   necessary  for  the
authorization,  execution and delivery of this Agreement, the performance of all
obligations  of the  Company  hereunder  and  the  authorization,  issuance  and
delivery of the Common Stock being sold  hereunder and the issuance  (and/or the
reservation  for  issuance)  of the  Warrants  and the Warrant  Shares have been
taken, and this Agreement and the Registration Rights Agreement constitute valid
and legally binding  obligations of the Company,  enforceable in accordance with
their terms,  except insofar as the  enforceability may be limited by applicable
bankruptcy,   insolvency,   reorganization,  or  other  similar  laws  affecting
creditors'  rights  generally or by  principles  governing the  availability  of
equitable remedies. The Company has obtained all consents and approvals required
for it to execute, deliver and perform each agreement referenced in the previous
sentence.

               5.4 Valid  Issuance  of Common  Stock.  The Common  Stock and the
Warrants,  when issued,  sold and delivered in accordance with the terms hereof,
for the consideration  expressed herein, will be validly issued,  fully paid and
nonassessable  and, based in part upon the  representations  of Investor in this
Agreement,  will be issued in compliance  with all applicable  U.S.  federal and
state  securities  laws. The Warrant Shares,  when issued in accordance with the
terms of the Warrants,  shall be duly and validly issued and outstanding,  fully
paid and nonassessable,  and based in part on the representations and warranties
of Investor,  will be issued in compliance with all applicable U.S.  federal and
state securities laws. The Put Shares,  the Warrants and the Warrant Shares will
be issued free of any preemptive rights.

               5.5  Compliance  with Other  Instruments.  The  Company is not in
violation or default of any provisions of its  Certificate of  Incorporation  or
Bylaws, each as amended and in effect on and as of the date of the Agreement, or
of any material  provision of any material  instrument  or material  contract to
which it is a party or by which it is bound or of any  provision  of any federal
or state judgment, writ, decree, order, statute, rule or governmental regulation
applicable  to the Company,  which would have a material  adverse  effect on the
Company's business or prospects,  or on the performance of its obligations under
this Agreement or the Registration Rights Agreement. The execution, delivery and
performance  of  this  Agreement  and  the  other  agreements  entered  into  in
conjunction   with  the  Offering  and  the  consummation  of  the  transactions
contemplated  hereby and thereby will not (a) result in any such violation or be
in conflict with or  constitute,  with or without the passage of time and giving
of notice, either a default under any such provision,  instrument or contract or
an event which results in the creation of any lien,  charge or encumbrance  upon
any assets of the Company, which would have a

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material  adverse  effect on the  Company's  business  or  prospects,  or on the
performance of its obligations  under this Agreement,  the  Registration  Rights
Agreement,  (b) violate the Company's Certificate of Incorporation or By-Laws or
(c) violate any  statute,  rule or  governmental  regulation  applicable  to the
Company which  violation  would have a material  adverse effect on the Company's
business or prospects.

               5.6  Reporting  Company.  The Company is subject to the reporting
requirements  of the Exchange  Act, has a class of securities  registered  under
Section  12 of the  Exchange  Act,  and has filed all  reports  required  by the
Exchange Act since the date the Company first became  subject to such  reporting
obligations.  The Company  undertakes  to furnish  Investor  with copies of such
reports as may be reasonably requested by Investor prior to consummation of this
Offering and thereafter,  to make such reports  available,  for the full term of
this Agreement,  including any extensions  thereof,  and for as long as Investor
holds the  Securities.  The Common  Stock is duly listed on the O.T.C.  Bulletin
Board. The Company is not in violation of the listing requirements of the O.T.C.
Bulletin Board and does not reasonably  anticipate that the Common Stock will be
delisted by the O.T.C.  Bulletin Board for the foreseeable  future.  The Company
has filed all  reports  required  under the  Exchange  Act.  The Company has not
furnished  to the Investor any material  nonpublic  information  concerning  the
Company.

               5.7  Capitalization.  The capitalization of the Company as of the
date hereof, is, and the  capitalization as of the Closing,  subject to exercise
of any outstanding  warrants  and/or exercise of any outstanding  stock options,
after taking into account the offering of the  Securities  contemplated  by this
Agreement and all other share issuances  occurring prior to this Offering,  will
be, as set forth in the Capitalization Schedule as set forth in Exhibit K. There
are no securities or instruments containing  anti-dilution or similar provisions
that will be triggered by the issuance of the Securities. Except as disclosed in
the Capitalization  Schedule, as of the date of this Agreement, (i) there are no
outstanding  options,  warrants,  scrip,  rights  to  subscribe  for,  calls  or
commitments  of any  character  whatsoever  relating to, or securities or rights
convertible into or exercisable or exchangeable for, any shares of capital stock
of the Company or any of its subsidiaries,  or arrangements by which the Company
or any of its subsidiaries is or may become bound to issue additional  shares of
capital stock of the Company or any of its  subsidiaries,  and (ii) there are no
agreements or arrangements under which the Company or any of its subsidiaries is
obligated to register the sale of any of its or their  securities  under the Act
(except the Registration Rights Agreement).

               5.8 Intellectual  Property.  The Company has valid,  unrestricted
and exclusive ownership of or rights to use the patents,  trademarks,  trademark
registrations,   trade  names,  copyrights,   know-how,   technology  and  other
intellectual property necessary to the conduct of its business.  Exhibit M lists
all patents, trademarks, trademark registrations,  trade names and copyrights of
the Company.  The Company has granted such licenses or has assigned or otherwise
transferred  a portion of (or all of) such  valid,  unrestricted  and  exclusive
patents, trademarks, trademark registrations, trade names, copyrights, know-how,
technology  and other  intellectual  property  necessary  to the  conduct of its
business  as set forth in  Exhibit M. The  Company  has been  granted  licenses,
know-how, technology and/or other intellectual property necessary to the conduct
of its  business  as set  forth  in  Exhibit  M. To the  best  of the  Company's
knowledge after due inquiry,  the Company is not infringing on the  intellectual
property  rights of any third party,  nor is any third party  infringing  on the
Company's  intellectual  property  rights.  There  are  no  restrictions  in any
agreements, licenses, franchises, or other instruments that preclude the Company
from engaging in its business as presently conducted.

               5.9 Use of Proceeds.  As of the date hereof,  the Company expects
to use the proceeds from this Offering (less fees and expenses) for the purposes
and in the  approximate  amounts set forth on the Use of Proceeds  Schedule  set
forth as Exhibit L hereto.  These  purposes  and amounts are  estimates  and are
subject to change without notice to any Investor.

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               5.10 No Rights of Participation.  No person or entity, including,
but not limited to, current or former stockholders of the Company, underwriters,
brokers,  agents  or other  third  parties,  has any  right  of  first  refusal,
preemptive right, right of participation, or any similar right to participate in
the financing contemplated by this Agreement which has not been waived.

               5.11 Company Acknowledgment. The Company hereby acknowledges that
Investor  may elect to hold the  Securities  for  various  periods  of time,  as
permitted by the terms of this  Agreement,  the Warrants,  and other  agreements
contemplated hereby, and the Company further acknowledges that Investor has made
no  representations  or  warranties,  either written or oral, as to how long the
Securities will be held by Investor or regarding  Investor's  trading history or
investment strategies.

               5.12 No Advance  Regulatory  Approval.  The Company  acknowledges
that this  Investment  Agreement,  the transaction  contemplated  hereby and the
Registration Statement contemplated hereby have not been approved by the SEC, or
any  other  regulatory  body and  there is no  guarantee  that  this  Investment
Agreement,  the transaction  contemplated hereby and the Registration  Statement
contemplated  hereby will ever be  approved  by the SEC or any other  regulatory
body.  The  Company  is relying on its own  analysis  and is not  relying on any
representation   by  Investor  that  either  this  Investment   Agreement,   the
transaction  contemplated  hereby  or the  Registration  Statement  contemplated
hereby has been or will be approved by the SEC or other  appropriate  regulatory
body.

               5.13 Underwriter's Fees and Rights of First Refusal.  The Company
is not  obligated  to pay any  compensation  or other  fees,  costs  or  related
expenditures in cash or securities to any  underwriter,  broker,  agent or other
representative other than the Investor in connection with this Offering.

               5.14 Availability of Suitable Form for Registration.  The Company
is currently  eligible and agrees to maintain  its  eligibility  to register the
resale of its Common Stock on a registration  statement on a suitable form under
the Act.

               5.15 No Integrated Offering.  Neither the Company, nor any of its
affiliates,  nor any  person  acting on its or their  behalf,  has  directly  or
indirectly  made  any  offers  or sales of any of the  Company's  securities  or
solicited any offers to buy any security under  circumstances that would prevent
the parties  hereto  from  consummating  the  transactions  contemplated  hereby
pursuant to an  exemption  from  registration  under  Regulation D of the Act or
would require the issuance of any other  securities  to be integrated  with this
Offering  under the Rules of Nasdaq.  The Company has not engaged in any form of
general  solicitation  or  advertising  in  connection  with the offering of the
Common Stock or the Warrants.

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

               5.17 Key Employees. Each "Key Employee" (as defined in Exhibit N)
is currently serving the Company in the capacity  disclosed in Exhibit N. No Key
Employee,  to the best knowledge of the Company and its subsidiaries,  is, or is
now  expected  to be,  in  violation  of

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any material term of any  employment  contract,  confidentiality,  disclosure or
proprietary  information  agreement,  non-competition  agreement,  or any  other
contract or agreement or any restrictive covenant,  and the continued employment
of each Key Employee does not subject the Company or any of its  subsidiaries to
any liability with respect to any of the foregoing matters. No Key Employee has,
to the best  knowledge  of the Company and its  subsidiaries,  any  intention to
terminate  his  employment  with,  or  services  to,  the  Company or any of its
subsidiaries.

               5.18  Representations  Correct.  The  foregoing  representations,
warranties  and  agreements  are true,  correct  and  complete  in all  material
respects,  and shall  survive any Put Closing and the  issuance of the shares of
Common Stock thereby.

               5.19 Tax  Status.  The  Company has made or filed all federal and
state income and all other tax returns, reports and declarations required by any
jurisdiction  to which it is subject  (unless  and only to the  extent  that the
Company  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 as 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.

               5.20  Transactions  With  Affiliates.  Except as set forth in the
Disclosure  Documents,  none of the  officers,  directors,  or  employees of the
Company is presently a party to any transaction with the Company (other than for
services  as  employees,  officers  and  directors),   including  any  contract,
agreement or other  arrangement  providing for the  furnishing of services to or
by,  providing for rental of real or personal  property to or from, or otherwise
requiring payments to or from any officer,  director or such employee or, to the
knowledge of the Company, any corporation, partnership, trust or other entity in
which any officer,  director, or any such employee has a substantial interest or
is an officer, director, trustee or partner.

               5.21  Application  of Takeover  Protections.  The Company and its
board of directors have taken all necessary  action,  if any, in order to render
inapplicable  any  control  share  acquisition,  business  combination  or other
similar  anti-takeover  provision  under  Oklahoma  law which is or could become
applicable to the Investor as a result of the transactions  contemplated by this
Agreement,  including, without limitation, the issuance of the Common Stock, any
exercise of the Warrants and ownership of the Common Shares and Warrant  Shares.
The Company has not adopted and will not adopt any "poison pill"  provision that
will be applicable to Investor as a result of transactions  contemplated by this
Agreement.

               5.22  Other   Agreements.   The  Company  has  not,  directly  or
indirectly,  made any agreements  with the Investor under a subscription  in the
form of this  Agreement for the purchase of Common Stock,  relating to the terms
or  conditions  of the  transactions  contemplated  hereby or thereby  except as
expressly set forth herein, respectively, or in exhibits hereto or thereto.

               5.23 Major  Transactions.  There are no other Major  Transactions
currently pending or contemplated by the Company.

               5.24 Financings.  There are no other financings currently pending
or contemplated by the Company.

               5.25  Shareholder  Authorization.  The Company shall, at its next
annual shareholder  meeting following its listing on either the Nasdaq Small Cap
Market or the Nasdaq National Market, or at a special meeting to be held as soon
as practicable thereafter, use its best

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efforts to obtain approval of its  shareholders to (i) authorize the issuance of
the full number of shares of Common  Stock  which  would be issuable  under this
Agreement and eliminate any  prohibitions  under  applicable law or the rules or
regulations  of any  stock  exchange,  interdealer  quotation  system  or  other
self-regulatory  organization  with  jurisdiction over the Company or any of its
securities with respect to the Company's ability to issue shares of Common Stock
in excess of the Cap Amount (such  approvals  being the "20% Approval") and (ii)
the increase in the number of  authorized  shares of Common Stock of the Company
(the "Share  Authorization  Increase  Approval")  such that at least  15,000,000
shares can be reserved for this Offering.  In connection  with such  shareholder
vote, the Company shall use its best efforts to cause all officers and directors
of the  Company to promptly  enter into  irrevocable  agreements  to vote all of
their shares in favor of eliminating such  prohibitions.  As soon as practicable
after  the 20%  Approval  and the Share  Authorization  Increase  Approval,  the
Company  agrees to use its best efforts to reserve  15,000,000  shares of Common
Stock for issuance under this Agreement.

               5.26  Acknowledgment  of Limitations on Put Amounts.  The Company
understands and  acknowledges  that the amounts  available under this Investment
Agreement  are  limited,  among other  things,  based upon the  liquidity of the
Company's Common Stock traded on its Principal Market.

          6. Covenants of the Company

               6.1 Independent  Auditors.  The Company shall, until at least the
Termination  Date,  maintain  as its  independent  auditors an  accounting  firm
authorized to practice before the SEC.

               6.2 Corporate  Existence and Taxes.  The Company shall,  until at
least the Termination  Date,  maintain its corporate  existence in good standing
and,  once it becomes a  "Reporting  Issuer"  (defined as a Company  which files
periodic reports under the Exchange Act),  remain a Reporting Issuer  (provided,
however, that the foregoing covenant shall not prevent the Company from entering
into any merger or corporate  reorganization  as long as the surviving entity in
such  transaction,  if not the Company,  assumes the Company's  obligations with
respect to the Common  Stock and has Common  Stock listed for trading on a stock
exchange  or on Nasdaq and is a  Reporting  Issuer)  and shall pay all its taxes
when due except for taxes which the Company disputes.

               6.3   Registration   Rights.   The  Company  will  enter  into  a
registration  rights agreement  covering the resale of the Common Shares and the
Warrant Shares  substantially in the form of the  Registration  Rights Agreement
attached as Exhibit A.

               6.4 Asset  Transfers.  The Company shall not (i) transfer,  sell,
convey or  otherwise  dispose of any of its  material  assets to any  Subsidiary
except for a cash or cash  equivalent  consideration  and for a proper  business
purpose  or (ii)  transfer,  sell,  convey or  otherwise  dispose  of any of its
material  assets to any  Affiliate,  as defined  below,  during the Term of this
Agreement.  For  purposes  hereof,  "Affiliate"  shall  mean any  officer of the
Company, director of the Company or owner of twenty percent (20%) or more of the
Common Stock or other securities of the Company.

               6.5 Rights of First Refusal.

                    6.5.1 Capital  Raising  Limitations.  During the period from
the date of this Agreement until the date that is one year after the Termination
Date,  the  Company  shall not issue or sell,  or agree to issue or sell  Equity
Securities (as defined below), for cash in private capital raising  transactions
without obtaining the prior written approval of the Investor of the

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Offering (the limitations  referred to in this subsection 6.6.1 are collectively
referred to as the "Capital  Raising  Limitations").  For purposes  hereof,  the
following shall be collectively  referred to herein as, the "Equity Securities":
(i)  Common  Stock or any  other  equity  securities,  (ii)  any debt or  equity
securities which are convertible into, exercisable or exchangeable for, or carry
the  right to  receive  additional  shares  of  Common  Stock  or  other  equity
securities,  or (iii) any  securities of the Company  pursuant to an equity line
structure or format similar in nature to this Offering.

                    6.5.2  Investor's  Right of First  Refusal.  For any private
capital  raising  transactions of Equity  Securities  which close after the date
hereof  and on or prior to the date that is one (1) year  after the  Termination
Date of this Agreement,  not including any warrants  issued in conjunction  with
this Investment  Agreement,  the Company agrees to deliver to Investor, at least
ten  (10)  days  prior  to the  closing  of  such  transaction,  written  notice
describing the proposed transaction, including the terms and conditions thereof,
and providing the Investor and its  affiliates an option during the ten (10) day
period  following  delivery  of such  notice to purchase  the  securities  being
offered  in  such  transaction  on  the  same  terms  as  contemplated  by  such
transaction.

                    6.5.3 Exceptions to Rights of First Refusal. Notwithstanding
the  above,  the  Rights of First  Refusal  shall  not apply to any  transaction
involving  issuances of securities in connection  with a merger,  consolidation,
acquisition or sale of assets,  or in connection with any strategic  partnership
or joint venture (the primary purpose of which is not to raise equity  capital),
or in connection with the  disposition or acquisition of a business,  product or
license by the  Company or  exercise  of options by  employees,  consultants  or
directors,  or a primary underwritten offering of the Company's Common Stock, or
the transactions  set forth on Schedule 6.5.1.  The Capital Raising  Limitations
also  shall  not  apply to (a) the  issuance  of  securities  upon  exercise  or
conversion of the Company's  options,  warrants or other convertible  securities
outstanding  as of the date  hereof,  (b) the  grant of  additional  options  or
warrants,  or the issuance of  additional  securities,  under any Company  stock
option or  restricted  stock plan for the  benefit of the  Company's  employees,
directors or consultants, or (c) the issuance of debt securities, with no equity
feature,  incurred solely for working capital purposes.  If the Investor, at any
time, is more than five (5) business days late in paying any Put Dollar  Amounts
that are then  due,  the  Investor  shall not be  entitled  to the  benefits  of
Sections 6.5.1 and 6.5.2 above until the date that the Investor has paid all Put
Dollar Amounts that are then due.

               6.6 Financial 10-KSB Statements, Etc. and Current Reports on Form
8-K. The Company shall deliver to the Investor  copies of its annual  reports on
Form  10-KSB,  and  quarterly  reports on Form  10-QSB and shall  deliver to the
Investor  current reports on Form 8-K within two (2) days of filing for the Term
of this Agreement.

               6.7  Opinion of  Counsel.  Investor  shall,  concurrent  with the
Investment  Commitment  Closing,  receive an opinion  letter from the  Company's
legal counsel, in the form attached as Exhibit B, or in such form as agreed upon
by the parties,  and shall,  concurrent  with each Put Date,  receive an opinion
letter from the Company's legal counsel, in the form attached as Exhibit I or in
such form as agreed upon by the parties.

               6.8  Removal  of Legend.  If the  certificates  representing  any
Securities are issued with a restrictive  Legend in accordance with the terms of
this  Agreement,  the Legend  shall be removed  and the  Company  shall  issue a
certificate  without such Legend to the holder of any Security  upon which it is
stamped, and a certificate for a security shall be originally issued without the
Legend,  if (a) the sale of such  Security is  registered  under the Act, or (b)
such holder provides the Company with an opinion of counsel, in form,  substance
and scope  customary  for opinions of counsel in  comparable  transactions  (the
reasonable  cost of which shall be borne by the Investor),  to the effect that a
public sale or transfer of such Security may be made without  registration under
the Act, or (c) such holder provides the Company with reasonable assurances

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that such Security can be sold  pursuant to Rule 144.  Each  Investor  agrees to
sell all Securities,  including those represented by a certificate(s) from which
the Legend has been removed, or which were originally issued without the Legend,
pursuant to an effective  registration  statement and to deliver a prospectus in
connection  with  such  sale  or  in  compliance  with  an  exemption  from  the
registration requirements of the Act.

               6.9  Listing.  Subject to the  remainder of this Section 6.9, the
Company  shall  ensure that its shares of Common  Stock  (including  all Warrant
Shares  and Put  Shares)  are  listed and  available  for  trading on the O.T.C.
Bulletin  Board.  Thereafter,  the  Company  shall (i) use its best  efforts  to
continue  the  listing and  trading of its Common  Stock on the O.T.C.  Bulletin
Board or to become  eligible  for and listed and  available  for  trading on the
Nasdaq Small Cap Market, the NMS, or the New York Stock Exchange  ("NYSE");  and
(ii) comply in all material  respects with the Company's  reporting,  filing and
other  obligations  under the By-Laws or rules of the  National  Association  of
Securities Dealers ("NASD") and such exchanges, as applicable.

               6.10 The Company's  Instructions to Transfer  Agent.  The Company
will instruct the Transfer Agent of the Common Stock, by delivering instructions
in the form of Exhibit T hereto, to issue  certificates,  registered in the name
of each Investor or its nominee,  for the Put Shares and Warrant  Shares in such
amounts as  specified  from time to time by the Company upon any exercise by the
Company of a Put and/or  exercise of the  Warrants by the holder  thereof.  Such
certificates  shall not bear a Legend unless issuance with a Legend is permitted
by the terms of this  Agreement  and Legend  removal is not permitted by Section
6.8  hereof  and the  Company  shall  cause  the  Transfer  Agent to issue  such
certificates  without a Legend.  Nothing in this Section shall affect in any way
Investor's obligations and agreement set forth in Sections 3.3.2 or 3.3.3 hereof
to resell the Securities pursuant to an effective  registration statement and to
deliver a  prospectus  in  connection  with such sale or in  compliance  with an
exemption from the registration  requirements of applicable  securities laws. If
(a) an Investor  provides the Company with an opinion of counsel,  which opinion
of counsel  shall be in form,  substance  and scope  customary  for  opinions of
counsel in comparable transactions, to the effect that the Securities to be sold
or  transferred  may be  sold  or  transferred  pursuant  to an  exemption  from
registration or (b) an Investor transfers Securities, pursuant to Rule 144, to a
transferee  which is an  accredited  investor,  the  Company  shall  permit  the
transfer,  and, in the case of Put Shares and Warrant Shares,  promptly instruct
its transfer  agent to issue one or more  certificates  in such name and in such
denomination  as specified by such  Investor.  The Company  acknowledges  that a
breach by it of its  obligations  hereunder  will cause  irreparable  harm to an
Investor by  vitiating  the intent and purpose of the  transaction  contemplated
hereby.  Accordingly,  the  Company  acknowledges  that the  remedy at law for a
breach of its obligations under this Section 6.10 will be inadequate and agrees,
in the event of a breach or threatened  breach by the Company of the  provisions
of this Section  6.10,  that an Investor  shall be entitled,  in addition to all
other available remedies, to an injunction  restraining any breach and requiring
immediate issuance and transfer,  without the necessity of showing economic loss
and without any bond or other security being required.

               6.11  Stockholder  20% Approval.  Prior to the closing of any Put
that  would  cause the  Aggregate  Issued  Shares to exceed the Cap  Amount,  if
required by the rules of NASDAQ because the Company's  Common Stock is listed on
NASDAQ,  the Company shall obtain approval of its  stockholders to authorize (i)
the  issuance  of the full  number  of shares of  Common  Stock  which  would be
issuable  pursuant to this  Agreement  but for the Cap Amount and  eliminate any
prohibitions  under  applicable  law or the  rules or  regulations  of any stock
exchange,  interdealer  quotation system or other  self-regulatory  organization
with  jurisdiction over the Company or any of its securities with respect to the
Company's  ability to issue  shares of Common  Stock in excess of the Cap Amount
(such approvals being the "Stockholder 20% Approval").

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               6.12 Press  Release.  The Company  agrees that the Investor shall
have the right to  review  and  comment  upon any  press  release  issued by the
Company in connection with the Offering which approval shall not be unreasonably
withheld by Investor.

               6.13 Change in Law or Policy. In the event of a change in law, or
policy  of the  SEC,  as  evidenced  by a  No-Action  letter  or  other  written
statements  of the SEC or the NASD  which  causes the  Investor  to be unable to
perform  its  obligations  hereunder,  this  Agreement  shall  be  automatically
terminated and no Termination  Fee shall be due,  provided that  notwithstanding
any  termination  under this  section  6.13,  the  Investor  shall  retain  full
ownership of the Commitment Warrant as partial  consideration for its commitment
and its consulting, legal and other services rendered hereunder.

          7. Investor Covenant/Miscellaneous.

               7.1   Representations   and   Warranties   Survive  the  Closing;
Severability.  Investor's and the Company's representations and warranties shall
survive the Investment  Date and any Put Closing  contemplated by this Agreement
notwithstanding  any due  diligence  investigation  made by or on  behalf of the
party seeking to rely thereon. In the event that any provision of this Agreement
becomes or is  declared  by a court of  competent  jurisdiction  to be  illegal,
unenforceable  or void,  or is  altered  by a term  required  by the  Securities
Exchange Commission to be included in the Registration Statement, this Agreement
shall continue in full force and effect without said provision; provided that if
the removal of such provision  materially  changes the economic  benefit of this
Agreement to the Investor, this Agreement shall terminate.

               7.2  Successors  and  Assigns.   This  Agreement   shall  not  be
assignable  without the Company's  written consent,  If assigned,  the terms and
conditions of this  Agreement  shall inure to the benefit of and be binding upon
the respective successors and assigns of the parties. Nothing in this Agreement,
express or implied,  is intended to confer upon any party other than the parties
hereto  or  their  respective  successors  and  assigns  any  rights,  remedies,
obligations,  or  liabilities  under or by reason of this  Agreement,  except as
expressly  provided in this  Agreement.  Investor may assign  Investor's  rights
hereunder,  in  connection  with any  private  sale of the Common  Stock of such
Investor, so long as, as a condition precedent to such transfer,  the transferee
executes an acknowledgment  agreeing to be bound by the applicable provisions of
this Agreement in a form acceptable to the Company and provides an original copy
of such acknowledgment to the Company.

               7.3 Execution in  Counterparts  Permitted.  This Agreement may be
executed  in any  number of  counterparts,  each of which  shall be  enforceable
against the  parties  actually  executing  such  counterparts,  and all of which
together shall constitute one (1) instrument.

               7.4 Titles and Subtitles;  Gender.  The titles and subtitles used
in this Agreement are used for convenience  only and are not to be considered in
construing  or  interpreting  this  Agreement.  The use in this  Agreement  of a
masculine, feminine or neither pronoun shall be deemed to include a reference to
the others.

               7.5 Written Notices,  Etc. Any notice, demand or request required
or  permitted  to be given by the Company or  Investor  pursuant to the terms of
this  Agreement  shall be in writing  and shall be deemed  given when  delivered
personally,  or by  facsimile  or upon  receipt if by  overnight  or two (2) day
courier,  addressed to the parties at the addresses and/or  facsimile  telephone
number of the  parties  set  forth at the end of this  Agreement  or such  other
address as a party may  request by  notifying  the other in  writing;  provided,
however,  that in order for any notice to be effective  as to the Investor  such
notice shall be delivered  and sent, as specified  herein,  to all the addresses
and facsimile telephone numbers of the Investor set forth at the end

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of this Agreement or such other address  and/or  facsimile  telephone  number as
Investor may request in writing.

               7.6  Expenses.  Except  as set forth in the  Registration  Rights
Agreement,  each of the Company and  Investor  shall pay all costs and  expenses
that  it  respectively  incurs,  with  respect  to the  negotiation,  execution,
delivery and performance of this Agreement.

               7.7  Entire  Agreement;   Written   Amendments   Required.   This
Agreement,   including   the  Exhibits   attached   hereto,   the  Common  Stock
certificates,  the Warrants,  the Registration  Rights Agreement,  and the other
documents delivered pursuant hereto constitute the full and entire understanding
and  agreement  between  the  parties  with  regard to the  subjects  hereof and
thereof,  and no party shall be liable or bound to any other party in any manner
by any  warranties,  representations  or covenants,  whether oral,  written,  or
otherwise  except  as  specifically  set  forth  herein  or  therein.  Except as
expressly  provided  herein,  neither this  Agreement nor any term hereof may be
amended,  waived,  discharged or terminated  other than by a written  instrument
signed by the party  against whom  enforcement  of any such  amendment,  waiver,
discharge or termination is sought.

               7.8 Actions at Law or Equity; Jurisdiction and Venue. The parties
acknowledge that any and all actions,  whether at law or at equity,  and whether
or not said actions are based upon this  Agreement  between the parties  hereto,
shall be filed in any  state or  federal  court  sitting  in  Atlanta,  Georgia.
Georgia law shall govern both the proceeding as well as the  interpretation  and
construction of the Transaction Documents and the transaction as a whole. In any
litigation  between the parties  hereto,  the prevailing  party, as found by the
court,  shall be entitled to an award of all attorney's fees and costs of court.
Should the court  refuse to find a prevailing  party,  each party shall bear its
own legal fees and costs.

          8. Subscription and Wiring Instructions; Irrevocability.

               8.1 Subscription

                    (a)  Wire transfer of  Subscription  Funds.  Investor  shall
                         deliver Put Dollar Amounts (as payment  towards any Put
                         Share Price) by wire transfer,  to the Company pursuant
                         to a wire  instruction  letter  to be  provided  by the
                         Company, and signed by the Company.

                    (b)  Irrevocable Subscription.  Investor hereby acknowledges
                         and agrees, subject to the provisions of any applicable
                         laws providing for the refund of  subscription  amounts
                         submitted   by   Investor,   that  this   Agreement  is
                         irrevocable  and  that  Investor  is  not  entitled  to
                         cancel, terminate or revoke this Agreement or any other
                         agreements  executed  by such  Investor  and  delivered
                         pursuant hereto, and that this Agreement and such other
                         agreements  shall  survive the death or  disability  of
                         such  Investor  and shall be binding  upon and inure to
                         the benefit of the parties and their heirs,  executors,
                         administrators,  successors,  legal representatives and
                         assigns.  If the  Securities  subscribed  for are to be
                         owned by more than one person,  the  obligations of all
                         such  owners  under this  Agreement  shall be joint and
                         several,    and   the   agreements,    representations,
                         warranties and  acknowledgments  herein contained shall
                         be deemed to be made by and be  binding  upon each such
                         person  and  his  heirs,   executors,   administrators,
                         successors, legal representatives and assigns.


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               8.2  Acceptance  of  Subscription.  Ownership  of the  number  of
securities  purchased  hereby will pass to Investor upon the Warrant  Closing or
any Put Closing.

          9. Indemnification.

         In  consideration  of the  Investor's  execution  and  delivery  of the
Investment  Agreement,  the Registration  Rights Agreement and the Warrants (the
"Transaction Documents") and acquiring the Securities thereunder and in addition
to all of the Company's other obligations under the Transaction  Documents,  the
Company shall defend,  protect,  indemnify and hold harmless Investor and all of
its  stockholders,   officers,  directors,  employees  and  direct  or  indirect
investors and any of the foregoing person's agents,  members,  partners 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  attorney's fees and disbursements  (the "Indemnified  Liabilities"),
incurred by any Indemnitee as a result of, or arising out of, or relating to (a)
any  misrepresentation  or breach of any  representation or warranty made by the
Company in the  Transaction  Documents or any other  certificate,  instrument or
documents  contemplated  hereby or  thereby,  (b) any  breach  of any  covenant,
agreement or obligation of the Company contained in the Transaction Documents or
any other certificate,  instrument or document  contemplated  hereby or thereby,
(c) any  cause  of  action,  suit or  claim,  derivative  or  otherwise,  by any
stockholder of the Company based on a breach or alleged breach by the Company or
any of its officers or directors of their fiduciary or other  obligations to the
stockholders of the Company,  or (d) claims made by third parties against any of
the  Indemnitees  based on a violation of Section 5 of the Securities Act caused
by the  integration  of the private sale of common stock to the Investor and the
public offering pursuant to the Registration Statement.

         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 it
would be required to make if such foregoing undertaking was enforceable which is
permissible under applicable law.

         Promptly  after  receipt  by an  Indemnified  Party  of  notice  of the
commencement of any action pursuant to which indemnification may be sought, such
Indemnified  Party will, if a claim in respect thereof is to be made against the
other party  (hereinafter  "Indemnitor")  under this  Section 9,  deliver to the
Indemnitor a written notice of the commencement thereof and the Indemnitor shall
have the right to participate in and to assume the defense  thereof with counsel
reasonably selected by the Indemnitor,  provided,  however,  that an Indemnified
Party  shall  have the  right to retain  its own  counsel,  with the  reasonably
incurred  fees and  expenses of such  counsel to be paid by the  Indemnitor,  if
representation  of  such  Indemnified  Party  by  the  counsel  retained  by the
Indemnitor  would be  inappropriate  due to actual  or  potential  conflicts  of
interest between such Indemnified  Party and any other party represented by such
counsel  in such  proceeding.  The  failure  to  deliver  written  notice to the
Indemnitor  within a reasonable time of the commencement of any such action,  if
prejudicial to the Indemnitor's ability to defend such action, shall relieve the
Indemnitor of any liability to the  Indemnified  Party under this Section 9, but
the omission to so deliver  written notice to the Indemnitor will not relieve it
of any liability that it may have to any Indemnified Party other than under this
Section 9 to the extent it is prejudicial.

                           [INTENTIONALLY LEFT BLANK]

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         10. Accredited Investor.  Investor is an "accredited  investor" because
(check all applicable boxes):

                    (a)  [  ]  it  is  an  organization   described  in  Section
                         501(c)(3)  of  the   Internal   Revenue   Code,   or  a
                         corporation,    limited   duration   company,   limited
                         liability  company,  business trust, or partnership not
                         formed  for  the  specific  purpose  of  acquiring  the
                         securities  offered,  with  total  assets  in excess of
                         $5,000,000.

                    (b)  [  ]  any  trust,   with  total  assets  in  excess  of
                         $5,000,000,  not  formed  for the  specific  purpose of
                         acquiring the  securities  offered,  whose  purchase is
                         directed  by  a  sophisticated   person  who  has  such
                         knowledge  and  experience  in  financial  and business
                         matters that he is capable of evaluating the merits and
                         risks of the prospective investment.

                    (c)  [ ] a natural person, who

                         [ ] is a director, executive officer or general partner
                         of the issuer of the  securities  being offered or sold
                         or a director,  executive officer or general partner of
                         a general partner of that issuer.

                         [ ] has an  individual  net  worth,  or joint net worth
                         with that person's spouse,  at the time of his purchase
                         exceeding $1,000,000.

                         [ ] had an  individual  income in excess of $200,000 in
                         each of the two most recent  years or joint income with
                         that  person's  spouse in excess of $300,000 in each of
                         those  years  and  has  a  reasonable   expectation  of
                         reaching the same income level in the current year.

                    (d)  [ ] an entity each  equity  owner of which is an entity
                         described in a - b above or is an individual  who could
                         check  one  (1) of  the  last  three  (3)  boxes  under
                         subparagraph (c) above.

                    (e) [ ] other [specify] __________________________________.

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         The  undersigned  hereby  subscribes  the Maximum  Offering  Amount and
acknowledges that this Agreement and the subscription  represented  hereby shall
not be effective unless accepted by the Company as indicated below.

         IN WITNESS WHEREOF, the undersigned Investor does represent and certify
under penalty of perjury that the foregoing  statements are true and correct and
that Investor by the following signature(s) executed this Agreement.

Dated this 19th day of May, 2000.

------------------------------------        ------------------------------------
Your Signature                              PRINT EXACT NAME IN WHICH YOU WANT

                         THE SECURITIES TO BE REGISTERED

____________________________________        SECURITY DELIVERY INSTRUCTIONS:
Name: Please Print                          Please type or print address where

                        your security is to be delivered

____________________________________        ATTN: ______________________________

Title/Representative Capacity
(if applicable)

------------------------------------        ------------------------------------
Name of Company You Represent               Street Address
(if applicable)

------------------------------------        ------------------------------------
Place of Execution of this Agreement        City, State or Province, Country,
                                            Offshore Postal Code

NOTICE DELIVERY INSTRUCTIONS:                        WITH A COPY DELIVERED TO:
Please print address where any Notice                Please print address where
is to be delivered                                   Copy is to be delivered

ATTN: ______________________________        ATTN: ______________________________

------------------------------------        ------------------------------------
Street Address                              Street Address

===========================================
City, State or Province, Country,           City, State or Country,
Offshore Postal Code                        Offshore Postal Code
Telephone: _________________________        Telephone: _________________________
Facsimile: _________________________        Facsimile: _________________________
Facsimile: _________________________        Facsimile: _________________________

THIS AGREEMENT IS ACCEPTED BY THE COMPANY IN THE AMOUNT OF THE MAXIMUM  OFFERING
AMOUNT ON THE ____ DAY OF MAY, 2000.

                                   LEXON, INC.

                                                     By:________________________

                            Gifford Mabie, President

                                            Address:
                                                     Attn: Gifford Mabie
                                                     8908 S. Yale Ave., #409
                                                     Tulsa, OK  74137
                                                     Telephone (918) 492-4125
                                                     Facsimile  (918) 492-2560

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