SECURITIES PURCHASE AGREEMENT

            SECURITIES  PURCHASE  AGREEMENT  dated  as of         ,  2004  (this
"Agreement"),   by  and  between  ROOMLINX,  INC.,  a  Nevada  corporation  (the
"Company") and the individuals or entities who execute the signature page hereof
or a counterpart signature page as a purchaser (the "Purchasers").

            WHEREAS,  the Company  desires to sell to each  Purchaser,  and each
Purchaser  desires to purchase  from the Company,  (i) a promissory  note in the
aggregate  principal  amount  set  forth  opposite  such  Purchaser's  name on a
schedule  to be  prepared  at  the  time  that  such  Purchaser  purchases  such
promissory  note,  such  promissory  note to be in the form  attached  hereto as
Exhibit A (the "Note") and such  schedule to be in the form  attached  hereto as
Exhibit B and (ii) a warrant to purchase 0.50 warrants per common share assuming
shares were issued on the closing  date of loan based on the  Company's  closing
price of common  shares on that day, par value $0.001 per share,  of the Company
(the  "Common  Stock")  as set  forth  opposite  such  Purchaser's  name on such
schedule,  such  warrant  to be in the form  attached  hereto as  Exhibit C (the
"Warrant"; the Warrants together with all of the Notes herein referred to as the
"Securities"),  in each case,  on the terms and  subject to the  conditions  set
forth in this Agreement;

            WHEREAS,  the  aggregate  principal  amount of the  Notes  shall not
exceed $500,000; and

            WHEREAS,  the maximum  number of shares of Common  Stock  issuable
upon  exercise of the  Warrants  (the  "Underlying  Shares")  shall not exceed
        shares;

            NOW,  THEREFORE,   in  consideration  of  the  premises  and  mutual
covenants contained herein, the parties agree as follows:

            SECTION 1.  Issuance, Sale and Purchase of Securities.

            [INTENTIALLY LEFT BLANK]

            SECTION 2.  Closing.

            2.1 Closing. For each Purchaser, a closing (for such Purchaser,  the
"Closing")  shall take place  simultaneously  with the  execution  and  delivery
hereof at the  offices  of the  Company  at a time  mutually  convenient  to the
parties  (for each  Purchaser,  such date of closing  being  referred  to as the
"Closing Date").

            2.2 Deliveries at Closing. At the Closing, the Company shall deliver
such  Purchaser's  Note and  Warrants,  in the name of such  Purchaser,  against
receipt by the Company of a  certified  check or wire  transfer  of  immediately
available  funds to an account  designated  by the Company in an amount equal to
the Purchase Price.

            SECTION  3.  Representations  and  Warranties  of the  Company.  The
Company represents and warrants to each of the Purchasers as follows:.

<PAGE>

             (a)  Copies of the  Company's  most  recent  Annual  Report on Form
10-KSB the "Form 10-KSB"),  and all other reports filed by the Company  pursuant
to Securities and Exchange Act of 1934 (the "Exchange  Act") since the filing of
the Form 10-KSB and prior to the date hereof  (collectively,  the "SEC Filings")
are  available on EDGAR.  The SEC Filings are the only  filings  required of the
Company under the Exchange Act for such period.

            (b) At the time of filing  thereof,  the SEC Filings  complied as to
form in all material  respects with the requirements of the Exchange Act and did
not  contain  any  untrue  statement  of a  material  fact or omit to state  any
material fact  necessary in order to make the  statements  made therein,  in the
light of the circumstances under which they were made, not misleading.

            SECTION 4.  Representations  and Warranties of the  Purchaser.  Each
Purchaser represents and warrants to the Company as follows:

            (a) it is an "accredited  Purchaser"  within the meaning of Rule 501
under the  Securities Act of 1933 (the  "Securities  Act") and was not organized
for the specific purpose of acquiring the Securities or the Underlying Shares;

            (b) it has  sufficient  knowledge  and  experience  in  investing in
companies  similar to the Company in terms of the Company's stage of development
so as to be able to  evaluate  the risks and  merits  of its  investment  in the
Company and it is able  financially  to bear the risks  thereof,  including  the
complete loss of its investment.

            (c) it has had an  opportunity  to discuss the  Company's  business,
management and financial affairs with the Company's management;

            (d) the Securities  are being  acquired,  and the Underlying  Shares
shall be  acquired,  for its own account for the purpose of  investment  and not
with a view to or for  resale  in  connection  with any  distribution  or public
offering by it;

            (e) it understands that (i) the Securities and the Underlying Shares
have not been registered under the Securities Act of 1933 (the "Securities Act")
by  reason of their  issuance  in a  transaction  exempt  from the  registration
requirements  of  the  Securities  Act  pursuant  to  Section  4(2)  thereof  or
Regulation  D  promulgated  under  the  Securities  Act nor will  they have been
registered  under any state securities or blue sky laws, (ii) the Securities and
the Underlying Shares must be held indefinitely unless a subsequent  disposition
thereof  is  registered  under  the  Securities  Act  or  is  exempt  from  such
registration,  (iii) the Securities and the Underlying Shares will bear a legend
to such effect and (iv) the Company will make a notation on its  transfer  books
to such effect;

            (f)  if  it  sells  any  Underlying  Shares  pursuant  to  Rule  144
promulgated  under the Securities Act, it will take all necessary steps in order
to perfect the exemption from registration provided thereby;

            (g) it agrees to the imprinting, so long as appropriate, of a legend
in substantially the following form on certificates  representing the Securities
and the Underlying Shares:

                                      -2-
<PAGE>

"THESE  SECURITIES  AND ANY SECURITIES  ISSUABLE UPON EXERCISE  HEREOF HAVE BEEN
ACQUIRED FOR  INVESTMENT  PURPOSES ONLY AND HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES  ACT OF 1933,  AS  AMENDED  (THE  "SECURITIES  ACT"),  OR  UNDER  ANY
APPLICABLE STATE  SECURITIES LAWS. THESE SECURITIES AND ANY SECURITIES  ISSUABLE
UPON EXERCISE HEREOF MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR PLEDGED, EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH
APPLICABLE  STATE  SECURITIES  LAWS,  OR UPON  RECEIPT  OF AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT THE PROPOSED  TRANSFER MAY BE EFFECTED  WITHOUT
REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS."

            (h) if it is not a natural person,  it is duly organized and validly
existing  under the laws of the  jurisdiction  of its  formation  and is in good
standing, or duly existing, as the case may be, in such jurisdiction;

            (i) it has the requisite power and authority to execute, deliver and
perform its obligations  under this Agreement and to consummate the transactions
contemplated   hereby  and,  upon  execution  by  it,  this  Agreement  will  be
enforceable  in  accordance  with its terms against such  Purchaser,  subject to
general principles of equity and to applicable bankruptcy,  fraudulent transfer,
insolvency,  reorganization,  moratorium  and  other  laws  from time to time in
effect affecting the enforcement of creditors'  rights generally  (regardless of
whether such enforcement is considered in a proceeding in equity or at law); and

            (j) no broker,  finder,  agent or similar  intermediary has acted on
behalf of the it in connection with this  Agreement,  and there are no brokerage
commissions,  finders' fees or similar fees or commissions payable in connection
therewith  based  on  any  agreement,  arrangement  or  understanding  with  the
Purchaser or any action taken by the Purchaser.

            SECTION 5. Registration Rights. The Company and each Purchaser shall
abide by the registration rights provisions set forth on Exhibit D.

            SECTION 6.  Events of Default.

            6.1   Definitions.   In  each  case  of  the   happening   of  the
following events (each of which is an "Event of Default"):

            (a) if any  representation  or warranty  of the Company  made herein
shall prove to have been false or misleading in a material respect when made;

            (b) if a default occurs in the payment of any premium, principal of,
interest on, or other obligation with respect to, a Purchaser's Note, whether at
the due date thereof or upon  acceleration  thereof and such default  remains in
effect for fifteen (15) days;

            (c)  if a  default  in  any  material  respect  occurs  in  the  due
observance or performance  of any covenant  hereunder on the part of the Company
to be observed  or  performed  other than  pursuant to any of clauses (a) or (b)
above or pursuant to the terms of the Notes and such default remains uncured for
thirty (30) days;

                                      -3-
<PAGE>

            (d) if the Company shall (1) discontinue its business, (2) apply for
or consent to the appointment of a receiver, trustee, custodian or liquidator of
it or any of its  property,  (3) admit in writing its inability to pay its debts
as they mature, (4) make a general  assignment for the benefit of creditors,  or
(5) file a voluntary petition in bankruptcy,  or a petition or an answer seeking
reorganization  or an arrangement  with  creditors,  or to take advantage of any
bankruptcy,  reorganization,  insolvency,  readjustment of debt,  dissolution or
liquidation laws or statutes, or an answer admitting the material allegations of
a petition filed against it in any proceeding under any such law; or

            (e) there shall be filed against the Company an involuntary petition
seeking reorganization of the Company or the appointment of a receiver, trustee,
custodian or liquidator of the Company or a substantial  part of its assets,  or
an involuntary  petition under any bankruptcy,  reorganization or insolvency law
or any  jurisdiction,  whether now or hereafter in effect (any of the  foregoing
petitions being hereinafter  referred to as an "Involuntary  Petition") and such
Involuntary Petition shall not have been dismissed within one hundred and twenty
(120) days after it was filed;

then,  upon each and every  such  Event of  Default  and at any time  thereafter
during the  continuance of such Event of Default,  at the election of the holder
of a Note to  which  such  Event of  Default  is  applicable,  such  Note  shall
immediately become due and payable, both as to principal and interest (including
any deferred interest and any accrued and unpaid interest), without presentment,
demand, or protest, all of which are hereby expressly waived, anything contained
herein or in the Note to the contrary  notwithstanding (except in the case of an
Event of Default under paragraphs (d) or (e) of this Section 6.1, in which event
such indebtedness shall automatically become due and payable).

            6.2  Remedies  on  Default,  Etc.  In case any one or more Events of
Default shall occur and be continuing and  acceleration of a Note to a Purchaser
shall have occurred,  such  Purchaser  may,  inter alia,  proceed to protect and
enforce  such  Purchaser's  rights by an action at law,  suit in equity or other
appropriate  proceeding,  whether for the specific  performance of any agreement
contained  in this  Agreement or such  Purchaser's  Note,  or for an  injunction
against a  violation  of any of the terms  hereof  or  thereof  or in and of the
exercise of any power  granted  hereby or thereby or by law. No right  conferred
upon a  Purchaser  hereby or by the Note shall be  exclusive  of any other right
referred to herein or therein or now or  hereafter  available at law, in equity,
by statute or otherwise.

            SECTION 7.  Miscellaneous Provisions.

            7.1  Notices.  All  notices,  demands and requests of any kind to be
delivered to any party in connection with this Agreement shall be in writing and
shall be  deemed  to have  been  duly  given if  personally  delivered,  sent by
facsimile,    sent   by   verifiable    electronic    mail   or   if   sent   by
nationally-recognized  overnight  courier or by  registered  or certified  mail,
return receipt requested and postage prepaid, addressed as follows:

            (a) if the to Company:

                                      -4-
<PAGE>

                  RoomLinX, Inc.
                  401 Hackensack Ave.
                  3rd Floor
                  Hackensack, NJ  07601
                  Attention:  Frank Elenio
                  Telephone: 201-525-1777, ext 102
                  Facsimile: 201-525-1778

                   (b) if to Purchaser,

                  --------------------
                  --------------------
                  --------------------
                  Attention:
                  Telephone:
                  Facsimile:

or to such  other  address  as the party to whom  notice is to be given may have
furnished  to the  other  parties  hereto  in  writing  in  accordance  with the
provisions of this Section.  Any such notice or communication shall be deemed to
have been  received  (i) in the case of personal  delivery,  on the date of such
delivery,  (ii) in the case of facsimile  or  electronic  mail,  when receipt is
confirmed, (iii) in the case of nationally-recognized  overnight courier, on the
next  business day after the date when sent and (iv) in the case of mailing,  on
the third business day following that on which the piece of mail containing such
communication is posted.

            7.2 Entire Agreement.  This Agreement, the other Financing Documents
and the other writings and agreements referred to herein or therein or delivered
pursuant hereto or thereto contain the entire  understanding of the parties with
respect to the subject  matter  hereof and supersede  all prior  agreements  and
understandings among the parties with respect thereto.

            7.3  Amendments.  This Agreement may not be modified or amended,  or
any of the provisions hereof waived,  except by written agreement of the Company
and  Purchasers  who  purchased  Notes  covering  more than 50% of the aggregate
principal  amount  of  all  Notes  issued  hereunder  as of  the  time  of  such
modification or amendment.

            7.4 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New Jersey (without giving effect to
principles of conflicts of laws of the State of New Jersey or any other state).

                            [Signature page follows]


                                      -5-
<PAGE>

            IN WITNESS  WHEREOF,  each of the undersigned has duly executed this
Securities Purchase Agreement as of November __, 2004.

ROOMLINX, INC.


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



PURCHASER


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


PURCHASER


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

                                      -6-
<PAGE>

                                    EXHIBIT A

                             FORM OF PROMISSORY NOTE


                                      -7-

<PAGE>


                                    EXHIBIT B

                                   PURCHASERS

--------------------------------------------------------------------------
         Purchaser          Aggregate Principal     Maximum Number of
                            Amount of the Note to   Shares Issuable Upon
                            be Issued to the        Exercise of the
                            Purchaser               Warrant Granted to
                                                    the Purchaser
--------------------------------------------------------------------------

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

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

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


                                      -8-
<PAGE>


                                    EXHIBIT C

                             FORM OF INITIAL WARRANT


                                      -9-
<PAGE>


                                    EXHIBIT D


                               REGISTRATION RIGHTS

      1.    Definitions.

      As used in this Exhibit E, the  following  terms shall have the  following
meanings:

      "Person" means a corporation, a limited liability company, an association,
a partnership, an organization,  a business, an individual, or any other entity,
including a  governmental  or political  subdivision  thereof or a  governmental
agency.

            "Register," "registered," and "registration" refer to a registration
effected by preparing and filing one or more Registration Statements (as defined
below)  in  compliance  with the  Securities  Act of 1933 (the  "1933  Act") and
pursuant  to Rule 415 under the 1933 Act or any  successor  rule  providing  for
offering  securities  on a continuous  or delayed  basis ("Rule  415"),  and the
declaration or ordering of  effectiveness of such  Registration  Statement(s) by
the United States Securities and Exchange Commission (the "SEC").

            "Registrable Securities" means the shares of Common Stock underlying
the Warrants.

            "Registration  Statement"  means a registration  statement under the
1933 Act which covers the Registrable Securities.

            "Termination Date" means October 31, 2009.


            2. Registration.


            (a) The Company  shall use its best efforts to prepare and file with
the SEC a  Registration  Statement on Form S-1, SB-2 or on such other form as is
available  within  forty-five (45) days after any of the Registrable  Securities
are issued.  The Company  shall use its best efforts to cause the SEC to declare
such Registration Statement promptly thereafter.

            (b) Until the earlier of the  Termination  Date or the date on which
all  Registrable  Securities  are  eligible to be sold under Rule 144 within any
ninety day period (the  period  from the date  hereof  until the earlier of such
dates,  the  "Registration  Period"),  the Company shall use its best efforts to
keep  the  Registration   Statement   effective   pursuant  to  Rule  415.  Such
Registration  Statement  (including any  amendments or  supplements  thereto and
prospectuses  contained  therein)  shall not contain any untrue  statement  of a
material fact or omit to state a material fact required to be stated therein, or
necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading.

            (c) During the Registration  Period,  the Company shall use its best
efforts  to  prepare   and  file  with  the  SEC  such   amendments   (including
post-effective amendments) and supplements to the Registration Statement and the
prospectus used in connection with such Registration Statement, which prospectus
is to be filed  pursuant to Rule 424  promulgated  under the 1933 Act, as may be
required by law.  Notwithstanding  any  provision  herein to the  contrary,  the
Company shall not be deemed to be in violation of this Section 2(b) or any other


                                      -10-
<PAGE>


provision  of this  Schedule  if,  at any  time,  the  Company  delivers  to the
Purchasers a notice (a "Suspension  Notice") indicating that the Purchasers must
suspend the use of any Registration Statement while the Company either amends or
supplements such Registration  Statement or files a new Registration  Statement,
provided  that (i) the Company  determines,  upon  advice of counsel,  that such
suspension is appropriate under applicable  securities laws and (ii) the Company
promptly seeks to take such action as it determines to be appropriate under such
laws to enable the disposition of the Registrable  Securities by the Purchasers.
The Purchasers  shall refrain from disposing of any Registrable  Securities upon
receipt of a Suspension Notice delivered in accordance with this Section 2(b).

            (d) The Company shall furnish to each Purchaser without charge,  (i)
at least one copy of such  Registration  Statement as declared  effective by the
SEC and any amendment(s) thereto,  including financial statements and schedules,
all  documents  incorporated  therein  by  reference,   all  exhibits  and  each
preliminary  prospectus,  (ii) one copy of the final prospectus included in such
Registration Statement and all amendments and supplements thereto (or such other
number of copies as such Purchaser may reasonably  request) and (iii) such other
documents as such Purchaser may reasonably request from time to time in order to
facilitate  the  disposition  of  the  Registrable   Securities  owned  by  such
Purchaser.

            (e) As promptly as practicable after becoming aware of such event or
development, the Company shall notify the Purchasers in writing of the happening
of any event as a result  of which the  prospectus  included  in a  Registration
Statement, as then in effect, includes an untrue statement of a material fact or
omission to state a material fact required to be stated  therein or necessary to
make the statements therein, in light of the circumstances under which they were
made,  not  misleading  (provided that in no event shall such notice contain any
material, nonpublic information), and promptly prepare a supplement or amendment
to such Registration Statement to correct such untrue statement or omission, and
deliver two (2) copies of such  supplement or amendment to each  Purchaser.  The
Company  shall also promptly  notify the  Purchaser of the Company's  reasonable
determination that a post-effective  amendment to a Registration Statement would
be appropriate.

            (f) The Company  shall use its best efforts  either to cause all the
Registrable  Securities covered by a Registration Statement to be listed on each
securities  exchange on which  securities  of the same class or series issued by
the  Company  are  then  listed,  if any,  if the  listing  of such  Registrable
Securities is then  permitted  under the rules of such exchange or to secure the
inclusion for quotation on the National Association of Securities Dealers,  Inc.
OTC Bulletin Board for such  Registrable  Securities.  The Company shall pay all
fees and  expenses in  connection  with  satisfying  its  obligation  under this
Section 2(f).

            3. Obligations of the Purchaser.

      Each Purchaser  agrees that, upon receipt of any Suspension  Notice,  such
Purchaser will  immediately  discontinue  disposition of Registrable  Securities
pursuant to any Registration  Statement(s) covering such Registrable  Securities
until such Purchaser is advised that the suspension  described therein no longer
applies.  Each  Purchaser  shall,  as a  condition  to having  such  Purchaser's
Registrable  Securities  registered  hereunder,  provide the  Company  with such
information  as the  Company  shall  reasonably  request  for  inclusion  in the
Registration Statement(s) prepared hereunder.

                                      -11-
<PAGE>

      4.    Expenses of Registration.

      All expenses incurred in connection with registrations  hereunder shall be
paid by the  Company.  However,  the Company  shall not be  responsible  for any
commissions, fees or other selling expenses incurred by the Purchasers.

      5.    Indemnification.

      With  respect  to   Registrable   Securities   which  are  included  in  a
Registration Statement under this Agreement:

      (a) To the fullest  extent  permitted by law, the Company will, and hereby
does,  indemnify,  hold harmless and defend the  Purchasers  and the  directors,
officers, partners,  employees, agents,  representatives of, and each Person, if
any,  who controls the  Purchaser  within the meaning of the 1933 Act (each,  an
"Indemnified  Person"),  against  any  losses,  claims,  damages,   liabilities,
judgments, fines, penalties, charges, costs, reasonable attorneys' fees, amounts
paid in  settlement  or  expenses,  joint or  several  (collectively,  "Claims")
incurred in  investigating,  preparing or  defending  any action,  claim,  suit,
inquiry,  proceeding,  investigation  or appeal  taken from the  foregoing by or
before any court or governmental,  administrative  or other  regulatory  agency,
body or the SEC,  whether  pending or threatened,  whether or not an indemnified
party is or may be a party thereto ("Indemnified Damages"), to which any of them
may become subject  insofar as such Claims (or actions or  proceedings,  whether
commenced or threatened, in respect thereof) arise out of or are based upon: (i)
any  untrue  statement  or alleged  untrue  statement  of a  material  fact in a
Registration Statement or any post-effective  amendment thereto or in any filing
made in connection with the  qualification  of the offering under the securities
or other "blue sky" laws of any jurisdiction in which Registrable Securities are
offered  ("Blue Sky  Filing"),  or the  omission or alleged  omission to state a
material fact required to be stated  therein or necessary to make the statements
therein not misleading; (ii) any untrue statement or alleged untrue statement of
a material fact contained in any final  prospectus (as amended or  supplemented,
if the Company files any amendment  thereof or supplement  thereto with the SEC)
or the omission or alleged omission to state therein any material fact necessary
to make the statements made therein,  in light of the circumstances  under which
the  statements  therein were made,  not  misleading;  or (iii) any violation or
alleged violation by the Company of the 1933 Act or any state securities law, or
any  rule  or  regulation  thereunder  relating  to the  offer  or  sale  of the
Registrable  Securities pursuant to a Registration Statement (the matters in the
foregoing  clauses (i) through  (iii) being,  collectively,  "Violations").  The
Company shall reimburse the Purchasers and each such controlling person promptly
as such  expenses are  incurred  and are due and payable,  for any legal fees or
disbursements or other reasonable  expenses  incurred by them in connection with
investigating  or  defending  any such  Claim.  Notwithstanding  anything to the
contrary  contained  herein,  the  indemnification  agreement  contained in this
Section 5(a):  (w) shall not apply to a Claim by an  Indemnified  Person arising
out of or based upon a Violation which occurs in reliance upon and in conformity
with information  furnished in writing to the Company by such Indemnified Person

                                      -12-
<PAGE>

expressly  for  use in  connection  with  the  preparation  of the  Registration
Statement or any such amendment thereof or supplement thereto;  (x) shall not be
available  to the extent  such Claim is based on a failure of the  Purchaser  to
deliver  or to  cause to be  delivered  the  prospectus  made  available  by the
Company, if such prospectus was timely made available by the Company pursuant to
this Schedule;  (y) shall not inure to the benefit of any  Indemnified  Party if
the untrue  statement or omission of material fact  contained in the  prospectus
was corrected and such new  prospectus  was delivered to the Purchaser  prior to
the Purchaser's use of the prospectus to which the Claim relates;  and (z) shall
not (nor shall the Company's  obligations under Section 6) apply to amounts paid
in  settlement  of any Claim if such  settlement  is effected  without the prior
written  consent  of the  Company,  which  consent  shall  not  be  unreasonably
withheld. Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of the Indemnified Person.

            (b) In connection  with a  Registration  Statement,  each  Purchaser
agrees to  indemnify,  hold  harmless and defend,  to the same extent and in the
same manner as is set forth in Section 5(a), the Company, each of its directors,
each of its officers who signs the  Registration  Statement and each Person,  if
any,  who  controls  the  Company  within  the  meaning of the 1933 Act (each an
"Indemnified  Party"),  against any Claim or Indemnified Damages to which any of
them may become subject, under the 1933 Act or otherwise,  insofar as such Claim
or Indemnified Damages arise out of or is based upon any Violation, in each case
to the extent,  and only to the extent,  that such Violation  occurs in reliance
upon and in conformity with written information furnished to the Company by such
Purchaser expressly for use in connection with such Registration Statement;  and
such Purchaser will reimburse any legal or other expenses reasonably incurred by
them in connection  with  investigating  or defending any such Claim;  provided,
however,  that the  indemnity  agreement  contained in this Section 5(b) and the
agreement with respect to contribution contained in Section 6 shall not apply to
amounts paid in settlement of any Claim if such  settlement is effected  without
the  prior  written  consent  of such  Purchaser,  which  consent  shall  not be
unreasonably  withheld.  Such  indemnity  shall  remain in full force and effect
regardless of any investigation made by or on behalf of such Indemnified Party.

            (c) Promptly after receipt by an  Indemnified  Person or Indemnified
Party  under  this  Section  5 of notice of the  commencement  of any  action or
proceeding  (including any governmental action or proceeding) involving a Claim,
such  Indemnified  Person or  Indemnified  Party  shall,  if a Claim in  respect
thereof is to be made  against  any  indemnifying  party  under this  Section 5,
deliver to the indemnifying party a written notice of the commencement  thereof,
and the  indemnifying  party shall have the right to participate in, and, to the
extent the indemnifying  party so desires,  jointly with any other  indemnifying
party similarly  noticed,  to assume control of the defense thereof with counsel
mutually  satisfactory to the indemnifying  party and the Indemnified  Person or
the Indemnified  Party, as the case may be. The Indemnified Party or Indemnified
Person shall cooperate fully with the indemnifying  party in connection with any
negotiation or defense of any such action or claim by the indemnifying party and
shall furnish to the indemnifying party all information  reasonably available to
the  Indemnified  Party or  Indemnified  Person which  relates to such action or
claim. No  indemnifying  party shall be liable for any settlement of any action,
claim or  proceeding  effected  without  its prior  written  consent,  provided.
Following  indemnification  as provided for hereunder,  the  indemnifying  party
shall be subrogated to all rights of the Indemnified Party or Indemnified Person
with respect to all Persons relating to the matter for which indemnification has
been made.

                                      -13-
<PAGE>

            6.    Contribution.

      To the extent any  indemnification  by an indemnifying party is prohibited
or  limited  by  law,  the  indemnifying   party  agrees  to  make  the  maximum
contribution  with respect to any amounts for which it would otherwise be liable
under Section 5 to the fullest extent permitted by law; provided, however, that:
(i) no seller of Registrable  Securities guilty of fraudulent  misrepresentation
(within  the  meaning of Section  11(f) of the 1933 Act)  shall be  entitled  to
contribution from any Person who was not guilty of fraudulent misrepresentation;
and (ii)  contribution by any seller of Registrable  Securities shall be limited
in amount to the net amount of proceeds received by such seller from the sale of
such Registrable Securities.