FUNDS ESCROW AGREEMENT
                             ----------------------


      This Agreement is dated as of the 29th day of April, 2005 among Techedge
Inc., a Delaware corporation (the "Company"), the Subscribers identified on
Schedule A hereto (each a "Subscriber" and collectively "Subscribers"), and
Grushko & Mittman, P.C. (the "Escrow Agent"):

                              W I T N E S S E T H:
                               - - - - - - - - - -

      WHEREAS, the Company and Subscribers have entered into a Subscription
Agreement calling for the sale by the Company to the Subscribers of shares of
the Company's $.0001 par value Common Stock and Warrants for an aggregate
purchase price of up to $1,000,000 in the amounts set forth on Schedule A
hereto; and

      WHEREAS, the parties hereto require the Company to deliver the Shares and
Warrants against payment therefor, with such Shares, Warrants and the Escrowed
Funds to be delivered to the Escrow Agent, along with the other documents,
instruments and payments hereinafter described, to be held in escrow and
released by the Escrow Agent in accordance with the terms and conditions of this
Agreement; and

      WHEREAS, the Escrow Agent is willing to serve as escrow agent pursuant to
the terms and conditions of this Agreement;

      NOW THEREFORE, the parties agree as follows:

                                    ARTICLE I

                                 INTERPRETATION

      1.1. Definitions. Capitalized terms used herein and not otherwise defined
herein that are defined in the Subscription Agreement shall have the meanings
given to such terms in the Subscription Agreement. Whenever used in this
Agreement, the following terms shall have the following respective meanings:

      (a) "Agreement" means this Agreement and all amendments made hereto and
thereto by written agreement between the parties;

      (b) "Escrowed Payment" means an aggregate cash payment of up to $1,000,000
which is, collectively, the Purchase Price;

      (c) "Finder" shall have the meaning set forth in Section 8(a) of the
Subscription Agreement;

      (d) "Finder's Fee" shall have the meaning set forth in Section 8(a) of the
Subscription Agreement;

      (e) "Initial Closing Date" shall have the meaning set forth in Section 1
of the Subscription Agreement;


                                       1
<PAGE>

      (f) "Initial Closing Legal Opinion" means the original signed legal
opinion referred to in Section 6 of the Subscription Agreement;

      (g) "Initial Closing Shares" shall have the meaning set forth in Section 1
of the Subscription Agreement;

      (h) "Initial Closing Purchase Price" shall mean an amount equal to the
product obtained by multiplying (x) the number of Initial Closing Shares by (y)
$0.68;

      (i) "Initial Closing Warrants" shall have the meaning set forth in Section
1 of the Subscription Agreement;

      (j) "Legal Fees" shall have the meaning set forth in Section 8(b) of the
Subscription Agreement;

      (k) "Final Closing Certificate" shall have the meaning set forth in
Section 2(c) of the Subscription Agreement;

      (l) "Final Closing Date" shall have the meaning set forth in Section 2(a)
of the Subscription Agreement;

      (m) "Final Closing Legal Opinion" shall have the meaning set forth in
Section 2(c) of the Subscription Agreement;

      (n) "Final Closing Shares" shall have the meaning set forth in Section
2(a) of the Subscription Agreement;

      (o) "Final Closing Purchase Price" shall mean up to $500,000;

      (p) "Final Closing Warrants" shall have the meaning set forth in Section
2(a) of the Subscription Agreement;

      (q) "Subscription Agreement" means the Subscription Agreement (and the
exhibits thereto) entered into or to be entered into by the parties in reference
to the sale and purchase of the Initial Closing Shares, Subsequent Closing
Shares, Final Closing Shares and Warrants;

      (r) "Subsequent Closing" shall have the meaning set forth in Section 1A(a)
of the Subscription Agreement;

      (s) "Subsequent Closing Certificate" shall have the meaning set forth in
Section 1A(c) of the Subscription Agreement;

      (t) "Subsequent Closing Date" shall have the meaning set forth in Section
1A(a) of the Subscription Agreement;

      (u) "Subsequent Closing Legal Opinion" shall have the meaning set forth in
Section !A(c) of the Subscription Agreement;

      (v) "Subsequent Closing Shares" shall have the meaning set forth in
Section 1A(a) of the Subscription Agreement;


                                       2
<PAGE>

      (w) "Subsequent Closing Purchase Price" shall mean an amount equal to the
product obtained by multiplying (x) the number of Subsequent Closing Shares by
(y) $0.68;

      (x) "Subsequent Closing Warrants" shall have the meaning set forth in
Section 1A(a) of the Subscription Agreement;

      (y) "Warrants" shall have the meaning set forth in Section 3 of the
Subscription Agreement;

      (z) Collectively, the executed Subscription Agreement, Initial Closing
Shares, Initial Closing Legal Opinion, Final Closing Shares, Final Closing Legal
Opinion, Final Closing Certificate, Subsequent Closing Shares, Subsequent
Closing Legal Opinion, Subsequent Closing Certificate and Warrants are referred
to as "Company Documents"; and

      (aa) Collectively, the Escrowed Payment and the executed Subscription
Agreement are referred to as "Subscriber Documents".

      1.2. Entire Agreement. This Agreement along with the Company Documents and
the Subscriber Documents constitute the entire agreement between the parties
hereto pertaining to the Company Documents and Subscriber Documents and
supersedes all prior agreements, understandings, negotiations and discussions,
whether oral or written, of the parties. There are no warranties,
representations and other agreements made by the parties in connection with the
subject matter hereof except as specifically set forth in this Agreement, the
Company Documents and the Subscriber Documents.

      1.3. Extended Meanings. In this Agreement words importing the singular
number include the plural and vice versa; words importing the masculine gender
include the feminine and neuter genders. The word "person" includes an
individual, body corporate, partnership, trustee or trust or unincorporated
association, executor, administrator or legal representative.

      1.4. Waivers and Amendments. This Agreement may be amended, modified,
superseded, cancelled, renewed or extended, and the terms and conditions hereof
may be waived, only by a written instrument signed by all parties, or, in the
case of a waiver, by the party waiving compliance, except that in the event of a
Subsequent Closing, each Subscriber thereat shall sign a counterpart of this
Agreement (whereupon such subsequent Subscriber shall become a party hereto for
all purposes hereof) and Exhibit A shall be supplemented to reflect the
information with respect to such subsequent Subscribers, the Securities
purchased and the consideration therefor. Except as expressly stated herein, no
delay on the part of any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any waiver on the part of
any party of any right, power or privilege hereunder preclude any other or
future exercise of any other right, power or privilege hereunder.

      1.5. Headings. The division of this Agreement into articles, sections,
subsections and paragraphs and the insertion of headings are for convenience of
reference only and shall not affect the construction or interpretation of this
Agreement.


                                       3
<PAGE>

      1.6. Law Governing this Agreement. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York without regard to
conflicts of laws principles that would result in the application of the
substantive laws of another jurisdiction. Any action brought by either party
against the other concerning the transactions contemplated by this Agreement
shall be brought only in the state courts of New York or in the federal courts
located in the state of New York. Both parties and the individuals executing
this Agreement and other agreements on behalf of the Company agree to submit to
the jurisdiction of such courts and waive trial by jury. The prevailing party
(which shall be the party which receives an award most closely resembling the
remedy or action sought) shall be entitled to recover from the other party its
reasonable attorney's fees and costs. In the event that any provision of this
Agreement or any other agreement delivered in connection herewith is invalid or
unenforceable under any applicable statute or rule of law, then such provision
shall be deemed inoperative to the extent that it may conflict therewith and
shall be deemed modified to conform with such statute or rule of law. Any such
provision which may prove invalid or unenforceable under any law shall not
affect the validity or enforceability of any other provision of any agreement.

      1.7. Specific Enforcement, Consent to Jurisdiction. The Company and
Subscriber acknowledge and agree that irreparable damage would occur in the
event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injuction or
injunctions to prevent or cure breaches of the provisions of this Agreement and
to enforce specifically the terms and provisions hereof or thereof, this being
in addition to any other remedy to which any of them may be entitled by law or
equity. Subject to Section 1.6 hereof, each of the Company and Subscriber hereby
waives, and agrees not to assert in any such suit, action or proceeding, any
claim that it is not personally subject to the jurisdiction of such court, that
the suit, action or proceeding is brought in an inconvenient forum or that the
venue of the suit, action or proceeding is improper. Nothing in this Section
shall affect or limit any right to serve process in any other manner permitted
by law.

                                   ARTICLE II

                         DELIVERIES TO THE ESCROW AGENT

      2.1. Initial Closing Company Deliveries. On or about the date hereof, the
Company shall deliver to the Escrow Agent the executed Subscription Agreement,
the Initial Closing Shares, Initial Closing Warrants, and Initial Closing Legal
Opinion (collectively, the "Initial Closing Company Documents").

      2.2. Subsequent Closing Company Deliveries. On or prior to a Subsequent
Closing Date the Company will deliver to the Escrow Agent the applicable
Subsequent Closing Shares, Subsequent Closing Warrants, Subsequent Closing
Certificate, and Subsequent Closing Legal Opinion (collectively, the "Subsequent
Closing Company Documents").

      2.3. Final Closing Company Deliveries. On or prior to the Final Closing
Date the Company will deliver to the Escrow Agent the Final Closing Shares,
Final Closing Warrants, Final Closing Certificate, and Final Closing Legal
Opinion (collectively, the "Final Closing Company Documents").

      2.4. Subscriber Deliveries. On or before the Initial Closing Date, each
Subscriber purchasing shares on the Initial Closing Date shall deliver to the
Escrow Agent such Subscriber's portion of the Initial Closing Purchase Price and
the executed Subscription Agreement. On or before a Subsequentl Closing Date,
each Subscriber purchasing shares on such Subsequent Closing Date shall deliver
to the Escrow Agent such Subscriber's portion of the Subsequent Closing Purchase
Price and the executed Subscription Agreement. On or before the Final Closing
Date, each Subscriber will deliver such Subscriber's portion of the Final
Closing Purchase Price to the Escrow Agent. The Escrowed Payment will be
delivered pursuant to the following wire transfer instructions:


                                       4
<PAGE>

                                 Citibank, N.A.
                                 1155 6th Avenue
                           New York, NY 10036, USA ABA
                               Number: 0210-00089
              For Credit to: Grushko & Mittman, IOLA Trust Account
                            Account Number: 45208884

      2.5. Intention to Create Escrow Over Company Documents and Subscriber
Documents. The Subscriber and Company intend that the Company Documents and
Subscriber Documents shall be held in escrow by the Escrow Agent pursuant to
this Agreement for their benefit as set forth herein.

      2.6. Escrow Agent to Deliver Company Documents and Subscriber Documents.
The Escrow Agent shall hold and release the Company Documents and Subscriber
Documents only in accordance with the terms and conditions of this Agreement.

                                   ARTICLE III

              RELEASE OF COMPANY DOCUMENTS AND SUBSCRIBER DOCUMENTS

      3.1. Release of Escrow. Subject to the provisions of Section 4.2, the
Escrow Agent shall release the Company Documents and Subscriber Documents as
follows:

      (a) On the Initial Closing Date, the Escrow Agent will simultaneously
release the Initial Closing Company Documents to the Subscriber and release the
Subscription Agreement and the Initial Closing Purchase Price to the Company
except that the Legal Fees will be released to the Subscriber's attorneys and
the Finder's Fee in connection with the Initial Closing Purchase Price will be
released to the Finder.

      (b) On a Subsequent Closing Date, the Escrow Agent will simultaneously
release the Subsequent Closing Company Documents to the Subscriber and release
the Subsequent Closing Purchase Price to the Company except that the Finder's
Fee in connection with the Subsequent Closing Purchase Price will be delivered
to the Finder.

      (c) On the Final Closing Date, the Escrow Agent will simultaneously
release the Final Closing Company Documents to the Subscriber and release the
Final Closing Purchase Price to the Company except that the Finder's Fee in
connection with the Final Closing Purchase Price will be delivered to the
Finder.

      (d) All funds to be delivered to the Company shall be delivered pursuant
to the wire instructions to be provided in writing by the Company to the Escrow
Agent.

      (e) Notwithstanding the above, upon receipt by the Escrow Agent of joint
written instructions ("Joint Instructions") signed by the Company and the
Subscriber, it shall deliver the Company Documents and Subscriber Documents in
accordance with the terms of the Joint Instructions.


                                       5
<PAGE>

      (f) Notwithstanding the above, upon receipt by the Escrow Agent of a final
and non-appealable judgment, order, decree or award of a court of competent
jurisdiction (a "Court Order"), the Escrow Agent shall deliver the Company
Documents and Subscriber Documents in accordance with the Court Order. Any Court
Order shall be accompanied by an opinion of counsel for the party presenting the
Court Order to the Escrow Agent (which opinion shall be satisfactory to the
Escrow Agent) to the effect that the court issuing the Court Order has competent
jurisdiction and that the Court Order is final and non-appealable.

      3.2. Acknowledgement of Company and Subscriber; Disputes. The Company and
the Subscriber acknowledge that the only terms and conditions upon which the
Company Documents and Subscriber Documents are to be released are set forth in
Sections 3 and 4 of this Agreement. The Company and the Subscriber reaffirm
their agreement to abide by the terms and conditions of this Agreement with
respect to the release of the Company Documents and Subscriber Documents. Any
dispute with respect to the release of the Company Documents and Subscriber
Documents shall be resolved pursuant to Section 4.2 or by agreement between the
Company and Subscriber.

                                   ARTICLE IV

                           CONCERNING THE ESCROW AGENT

      4.1. Duties and Responsibilities of the Escrow Agent. The Escrow Agent's
duties and responsibilities shall be subject to the following terms and
conditions:

      (a) The Subscriber and Company acknowledge and agree that the Escrow Agent
(i) shall not be responsible for or bound by, and shall not be required to
inquire into whether either the Subscriber or Company is entitled to receipt of
the Company Documents and Subscriber Documents pursuant to, any other agreement
or otherwise; (ii) shall be obligated only for the performance of such duties as
are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii)
may rely on and shall be protected in acting or refraining from acting upon any
written notice, instruction, instrument, statement, request or document
furnished to it hereunder and believed by the Escrow Agent in good faith to be
genuine and to have been signed or presented by the proper person or party,
without being required to determine the authenticity or correctness of any fact
stated therein or the propriety or validity or the service thereof; (iv) may
assume that any person believed by the Escrow Agent in good faith to be
authorized to give notice or make any statement or execute any document in
connection with the provisions hereof is so authorized; (v) shall not be under
any duty to give the property held by Escrow Agent hereunder any greater degree
of care than Escrow Agent gives its own similar property; and (vi) may consult
counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and
complete authorization and protection in respect of any action taken, suffered
or omitted by Escrow Agent hereunder in good faith and in accordance with the
opinion of such counsel.

      (b) The Subscriber and Company acknowledge that the Escrow Agent is acting
solely as a stakeholder at their request and that the Escrow Agent shall not be
liable for any action taken by Escrow Agent in good faith and believed by Escrow
Agent to be authorized or within the rights or powers conferred upon Escrow
Agent by this Agreement. The Subscriber and Company, jointly and severally,
agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's
partners, employees, agents and representatives for any action taken or omitted
to be taken by Escrow Agent or any of them hereunder, including the reasonable
fees of outside counsel and other costs and expenses of defending itself against
any claim or liability under this Agreement, except in the case of gross
negligence or willful misconduct on Escrow Agent's part committed in its
capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty
only to the Subscriber and Company under this Agreement and to no other person.


                                       6
<PAGE>

      (c) The Subscriber and Company jointly and severally agree to reimburse
the Escrow Agent for reasonable fees of outside counsel, to the extent
authorized hereunder and incurred in connection with the performance of its
duties and responsibilities hereunder.

      (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by
giving five (5) days prior written notice of resignation to the Subscriber and
the Company. Prior to the effective date of the resignation as specified in such
notice, the Subscriber and Company will issue to the Escrow Agent a Joint
Instruction authorizing delivery of the Company Documents and Subscriber
Documents to a substitute Escrow Agent selected by the Subscriber and Company.
If no successor Escrow Agent is named by the Subscriber and Company, the Escrow
Agent may apply to a court of competent jurisdiction in the State of New York
for appointment of a successor Escrow Agent, and to deposit the Company
Documents and Subscriber Documents with the clerk of any such court.

      (e) The Escrow Agent does not have and will not have any interest in the
Company Documents and Subscriber Documents, but is serving only as escrow agent,
having only possession thereof. The Escrow Agent shall not be liable for any
loss resulting from the making or retention of any investment in accordance with
this Escrow Agreement.

      (f) This Agreement sets forth exclusively the duties of the Escrow Agent
with respect to any and all matters pertinent thereto and no implied duties or
obligations shall be read into this Agreement.

      (g) The Escrow Agent shall be permitted to act as counsel for the
Subscriber in any dispute as to the disposition of the Company Documents and
Subscriber Documents, in any other dispute between the Subscriber and Company,
whether or not the Escrow Agent is then holding the Company Documents and
Subscriber Documents and continues to act as the Escrow Agent hereunder.

      (h) The provisions of this Section 4.1 shall survive the resignation of
the Escrow Agent or the termination of this Agreement.

      4.2. Dispute Resolution: Judgments. Resolution of disputes arising under
this Agreement shall be subject to the following terms and conditions:

      (a) If any dispute shall arise with respect to the delivery, ownership,
right of possession or disposition of the Company Documents and Subscriber
Documents, or if the Escrow Agent shall in good faith be uncertain as to its
duties or rights hereunder, the Escrow Agent shall be authorized, without
liability to anyone, to (i) refrain from taking any action other than to
continue to hold the Company Documents and Subscriber Documents pending receipt
of a Joint Instruction from the Subscriber and Company, or (ii) deposit the
Company Documents and Subscriber Documents with any court of competent
jurisdiction in the State of New York, in which event the Escrow Agent shall
give written notice thereof to the Subscriber and the Company and shall
thereupon be relieved and discharged from all further obligations pursuant to
this Agreement. The Escrow Agent may, but shall be under no duty to, institute
or defend any legal proceedings which relate to the Company Documents and
Subscriber Documents. The Escrow Agent shall have the right to retain counsel if
it becomes involved in any disagreement, dispute or litigation on account of
this Agreement or otherwise determines that it is necessary to consult counsel.


                                       7
<PAGE>

      (b) The Escrow Agent is hereby expressly authorized to comply with and
obey any Court Order. In case the Escrow Agent obeys or complies with a Court
Order, the Escrow Agent shall not be liable to the Subscriber and Company or to
any other person, firm, corporation or entity by reason of such compliance.

                                    ARTICLE V

                                 GENERAL MATTERS

      5.1. Termination. This escrow shall terminate upon the release of all of
the Company Documents and Subscriber Documents or at any time upon the agreement
in writing of the Subscriber and Company.

      5.2. Notices. All notices, demands, requests, consents, approvals, and
other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (i) personally served, (ii)
deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be:

(a) If to the Company, to:

                           Techedge Inc.
                           33 Wood Avenue South, #7F
                           Iselin, NJ 08830
                           Attn: Peter Wang, CEO
                           Fax: (732) 452-9726

    With a copy by telecopier only to:

                           Steven Siesser, Esq.
                           Lowenstein Sandler PC
                           1251 Avenue of the Americas
                           New York, New York 10020
                           Fax: (973) 597-2507


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<PAGE>

(b) If to the Subscribers, to: the addresses and fax numbers listed on Schedule
A hereto

(c) If to the Escrow Agent, to:

                           Grushko & Mittman, P.C.
                           551 Fifth Avenue, Suite 1601
                           New York, New York 10176
                           Fax: 212-697-3575

or to such other address as any of them shall give to the others by notice made
pursuant to this Section 5.2.

      5.3. Interest. The Escrowed Payment shall not be held in an interest
bearing account nor will interest be payable in connection therewith. In the
event the Escrowed Payment is deposited in an interest bearing account, each
Subscriber shall be entitled to receive its pro rata portion of any accrued
interest thereon, but only if the Escrow Agent receives from such Subscriber the
Subscriber's United States taxpayer identification number and other requested
information and forms.

      5.4. Assignment; Binding Agreement. Neither this Agreement nor any right
or obligation hereunder shall be assignable by any party without the prior
written consent of the other parties hereto. This Agreement shall enure to the
benefit of and be binding upon the parties hereto and their respective legal
representatives, successors and assigns.

      5.5. Invalidity. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal, or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be in any way impaired
thereby, it being intended that all of the rights and privileges of the parties
hereto shall be enforceable to the fullest extent permitted by law.

      5.6. Counterparts/Execution. This Agreement may be executed in any number
of counterparts and by different signatories hereto on separate counterparts,
each of which, when so executed, shall be deemed an original, but all such
counterparts shall constitute but one and the same instrument. This Agreement
may be executed by facsimile transmission and delivered by facsimile
transmission.

      5.7. Agreement. Each of the undersigned states that he has read the
foregoing Funds Escrow Agreement and understands and agrees to it.


                                       9
<PAGE>

      IN WITNESS WHEREOF, each of the undersigned has executed this Funds Escrow
Agreement as of the date first written above.


                                           TECHEDGE INC.
                                           the "Company"


                                           By: /s/ Peter Wang
                                              ----------------------------------

                                           /s/ [Illegible]
                                           -------------------------------------
                                           ALPHA CAPITAL AKTIENGESELLSCHAFT
                                           "Subscriber"


                                           /s/ Arthur Jones
                                           -------------------------------------
                                           WHALEHAVEN CAPITAL FUND LIMITED
                                           "Subscriber"



                                           ESCROW AGENT:

                                           /s/ Grushko & Mittman P.C.
                                           -------------------------------------
                                           GRUSHKO & MITTMAN, P.C.
<PAGE>

                     [To be used prior to Alpha's Execution]

                      SCHEDULE A TO FUNDS ESCROW AGREEMENT
                      ------------------------------------

<TABLE>
<CAPTION>
---------------------------------------- -------------------- ------------------ ------------------ ------------------
SUBSCRIBER                               INITIAL OR           SHARES OF COMMON   WARRANTS           FINAL CLOSING
                                         SUBSEQUENT CLOSING   STOCK ISSUED ON    (issuable on       PURCHASE PRICE
                                         PURCHASE PRICE       INITIAL CLOSING    each Closing
                                                              DATE               Date)
---------------------------------------- -------------------- ------------------ ------------------ ------------------
<S>                                      <C>                  <C>                <C>                <C>
WHALEHAVEN CAPITAL FUND LIMITED          $250,000.00          367,647            147,059            $250,000.00
3rd Floor, 14 Par-Laville Road           (Initial Closing)    (Initial Closing)
Hamilton, Bermuda HM08
Fax: (441) 292-1373
---------------------------------------- -------------------- ------------------ ------------------ ------------------
TOTALS                                   $250,000.00                                                $250,000.00
---------------------------------------- -------------------- ------------------ ------------------ ------------------
</TABLE>


                                       1
<PAGE>

                    [To be used following Alpha's Execution]

                      SCHEDULE A TO FUNDS ESCROW AGREEMENT
                      ------------------------------------

<TABLE>
<CAPTION>
---------------------------------------- -------------------- ------------------ ------------------ ------------------
SUBSCRIBER                               INITIAL OR           SHARES OF COMMON   WARRANTS           FINAL CLOSING
                                         SUBSEQUENT CLOSING   STOCK ISSUED ON    (issuable on       PURCHASE PRICE
                                         PURCHASE PRICE       INITIAL CLOSING    each Closing
                                                              DATE               Date)
---------------------------------------- -------------------- ------------------ ------------------ ------------------
<S>                                      <C>                  <C>                <C>                <C>
ALPHA CAPITAL AKTIENGESELLSCHAFT         $250,000.00          367,647            147,059            $250,000.00
Pradafant 7                              (Subsequent          (Subsequent
9490 Furstentums                         Closing)             Closing)
Vaduz, Lichtenstein
Fax: 011-42-32323196
---------------------------------------- -------------------- ------------------ ------------------ ------------------
WHALEHAVEN CAPITAL FUND LIMITED          $250,000.00          367,647            147,059            $250,000.00
3rd Floor, 14 Par-Laville Road           (Initial Closing)    (Initial Closing)
Hamilton, Bermuda HM08
Fax: (441) 292-1373
---------------------------------------- -------------------- ------------------ ------------------ ------------------
TOTALS                                   $500,000.00                                                $500,000.00
---------------------------------------- -------------------- ------------------ ------------------ ------------------
</TABLE>


                                       2