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                                                                    EXHIBIT 4.20

                         PATRIOT SCIENTIFIC CORPORATION

                              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 I.

        SEE ADDITIONAL LEGENDS AT SECTIONS 4.7.


                THIS INVESTMENT AGREEMENT (this "Agreement" or "Investment
Agreement") is made as of the 17th day of September, 2001, by and between
Patriot Scientific Corporation, a corporation duly organized and existing under
the laws of the State of Delaware (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 Twenty-Five
Million Dollars ($25,000,000) (the "Maximum Offering Amount"); and

        WHEREAS, the solicitation of this Investment Agreement and, if accepted
by the Company, the


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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.

                                     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 D.

        "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 2.3.7(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



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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 2.3.11.

        "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 J.

        "Change in Control" shall have the meaning set forth within the
definition of Major Transaction, below.

        "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 Period" shall have the meaning set forth in Section
2.3.2(d).

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

        "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 Patriot Scientific Corporation, a corporation duly
organized and existing under the laws of the State of Delaware.



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        "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 Investment Commitment Closing" 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.

        "DWAC Put Shares" shall mean Put Shares, in electronic form, without
restriction on resale, that are delivered to the Depository Trust Company DWAC
account specified by the Investor for the Put Shares.

        "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.

        "First Pricing Date" shall have the meaning set forth in Section
2.3.1(d).

        "First Pricing Period" shall have the meaning set forth in Section
2.3.1(d).

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



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

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

        "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 have the meaning given to it in the
Registration Rights Agreement.

        "Ineffective Period Payment" shall have the meaning given to it in the
Registration Rights Agreement.

        "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 M.

        "Late Payment Amount" shall have the meaning set forth in Section 2.3.9.

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

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



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                (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 a majority the board of directors of
the Company (a "Change of Control");

                (ii) the sale or transfer of a portion of the Company's assets
not in the ordinary course of business;

                (iii) the purchase of assets by the Company not in the ordinary
course of business; or (iv) a purchase, tender or exchange offer made to the
holders of outstanding shares of Common Stock.

        "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 2.3.7(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) $3 million.

        "Maximum Offering Amount" shall have the meaning set forth in the
recitals hereto.

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

        "Nasdaq 20% Rule" shall have the meaning set forth in Section 2.3.11.

        "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.

        "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.

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

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

        "Officer's Closing Certificate" shall mean a certificate in the form of
Exhibit F attached hereto, signed by an officer of the Company.

        "Officer's Put Certificate" shall mean a certificate in the form of
Exhibit G attached hereto, signed by an officer of the Company.



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        "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 2.3.9.

        "Pricing Dates" shall have the meaning set forth in Section 2.3.1(d).]

        "Pricing Period" shall mean the First Pricing Period or the Second
Pricing period, as applicable.

        "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 2.3.8.

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

        "Put Closing" shall have the meaning set forth in Section 2.3.9.

        "Put Closing Date" shall have the meaning set forth in Section 2.3.9.

        "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" with respect to any Put, shall equal the First Put
Dollar Amount plus the Second Put Dollar Amount for such Put, subject to the
limitations herein.

        "Put Interruption Date" shall have the meaning set forth in Section
2.3.4.

        "Put Interruption Event" shall have the meaning set forth in Section
2.3.4.

        "Put Interruption Notice" shall have the meaning set forth in Section
2.3.4.

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

        "Put Opinion of Counsel" shall mean an opinion from Company's
independent counsel, in the form



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attached as Exhibit H, or such other form as agreed upon by the parties, as to
any Put Closing.

        "Put Share Amount" shall mean the Individual Put Limit for the
applicable Put.

        "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
2.3.7(a), the form of which is attached hereto as Exhibit N.

        "Registration Opinion Deadline" shall have the meaning set forth in
Section 2.3.7(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 have the meaning set forth in the recitals hereto.

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

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

        "Required Put Documents" shall have the meaning set forth in Section
2.3.6.

        "Right of First Refusal" shall have the meaning set forth in Section
6.5.2.

        "Right of Participation" shall have the meaning set forth in Section
6.5.2.

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

        "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.

        "Second Pricing Date" shall have the meaning set forth in Section
2.3.1(d).



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        "Second Pricing Period" shall have the meaning set forth in Section
2.3.1(d).

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

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

        "Second Volume Limitation" shall have the meaning set forth in Section
2.3.1(b).]

        "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.

        "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 have the meaning set forth in Section 6.19.

        "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 earlier 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, and (c) the date that an Automatic Termination has occurred.

        "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" shall have the meaning set forth in Section 6.10.

        "Transfer Agent Instructions" shall mean the Company's instructions to
its transfer agent, substantially in the form attached as Exhibit O, or such
other form as agreed upon by the parties.

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



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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 K.

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

        "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.

        "Warrants" shall mean the Commitment Warrants.



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        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 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.

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

                        2.2.2 Conditions to Investment Commitment Closing. As a
prerequisite to the Investment Commitment Closing, all of the following (the
"Conditions to Investment Commitment Closing") 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
                        Commitment Warrant, (iii) the Investment Commitment
                        Opinion of Counsel (signed by the Company's counsel),
                        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), up through the Investment
                        Commitment 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 Investment Commitment



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                        Closing set forth in this Section 2.2.2 shall have been
                        satisfied on the date of such Investment Commitment
                        Closing; and the Company shall deliver an Officer's
                        Closing Certificate, signed by an officer of the
                        Company, to such effect to the Investor.

                2.3 Puts of Common Shares to the Investor.

                        2.3.1 Procedure 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, the Company shall deliver advance written notice (the
"Advance Put Notice," the form of which is attached hereto as Exhibit D, 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 $3,000,000, 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 of Common Stock 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 the lesser of (i) 80%
of the Closing Bid Price of the Company's common stock on the Business Day
immediately preceding the Advance Put Notice Date, or (ii) the Closing Bid Price
of the Company's common stock on the Business Day immediately preceding the
Advance Put Notice Date minus $0.15. 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, provided that the Put Share Price for all shares in a Put shall be
calculated using the lowest Company Designated Minimum Put Share Price, as
decreased.

        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



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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.).

                                (b) Individual Put Limit. The "Individual Put
Limit" is the number of shares of Common Stock that the Investor shall be
obligated to purchase in a given Put, and shall equal the sum of the First Put
Limit and the Second Put Limit for that Put, subject to the further limitations
set forth in this subsection (b).

        The "First Put Limit" shall mean a number of Put Shares equal to the
lesser of (i) 20% 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 which exceed "X" shares of Common Stock made by persons other than
the Investor or any affiliates of the Investor, for all Evaluation Days (as
defined in Section 2.3.1(b) below) in the First Pricing Period (this limitation
is referred to herein as the "First Volume Limitation"), where "X" shall equal
the lesser of (x) 100,001 shares or (y) 25% of that day's Trading Volume, (ii)
the Intended Put Share Amount, and (iii) the number of Put Shares which, when
multiplied by their respective Put Share Prices, equals the Maximum Put Dollar
Amount.

        The "Second Put Limit" shall mean a number of Put Shares equal to the
lesser of (i) 20% 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 which exceed "X" (as defined above) shares of Common Stock made by
persons other than the Investor or any affiliates of the Investor, for all
Evaluation Days (as defined in Section 2.3.1(b) below) in the Second Pricing
Period (this limitation is referred to herein as the "Second Volume
Limitation"), (ii) the difference of the Intended Put Share Amount minus the
First Put Limit, and (iii) the number of Put Shares which, when multiplied by
their respective Put Share Prices, and added to the First Put Dollar Amount,
equals the Maximum Put Dollar Amount.

        Notwithstanding the above, in no event shall the First Put Limit, the
Second Put Limit, or the sum of the First Put Limit and the Second Put Limit (i)
exceed the 9.9% Limitation, or (ii) exceed 20% 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 which exceed "X" (as defined above)
shares of Common Stock made by persons other than the Investor or any affiliates
of the Investor, for the twenty (20) Trading Days immediately preceding the Put
Date (this limitation, together with together with the First Volume Limitation
and the Second Volume Limitation are referred to collectively as the "Volume
Limitations"). The Company agrees not to trade Common Stock or arrange for
Common Stock to be traded for the purpose of artificially increasing the Volume
Limitations. In the event that the Second Put Limit, when added to the First Put
Limit, would cause (i) or (ii) above to be exceeded, the Second Put Limit shall
be reduced accordingly.

        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 $.10, or (ii) (100% (divided
by) Z%) multiplied by the Company Designated Minimum Put Share Price, where "Z"
shall equal 90%, if the closing bid price of the Company's Common Stock is below
$2.00 on the date of the Advance Put Notice and shall equal 93%, if the closing
bid price of the



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<PAGE>   14

Company's Common Stock is $2.00 or greater on the date of the Advance Put
Notice.

                An "Evaluation Day" shall mean each Business Day during a
Pricing Period where the lowest intra-day trading price of the Common Stock is
greater than or equal to the Trigger Price.

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


                                (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 the applicable Pricing Period (as set forth in Section 2.3.1(d)
below), minus $.10, or (ii) X% (as defined below) of the Market Price for such
Pricing Period, provided that the Put Share Price shall in no event be less than
the Company Designated Minimum Put Share Price, where, for purposes hereof, "X"
is defined as follows:


<TABLE>
<CAPTION>
        Market Price for the Pricing Period                 "X"
        -----------------------------------                 ---
        <S>                                                 <C>
                    Below $2.00                             90%
                 $2.00 or greater                           93%
</TABLE>


                                (d) Pricing Dates/Pricing Periods. With respect
to each Put, the Put Share Price for a number of Put Shares equal to the First
Put Limit for that Put shall be determined based upon the First Pricing Period
(the "First Pricing Period Put Share Price"), and the Put Share Price for a
number of Put Shares equal to the Second Put Limit for that Put shall be
determined based upon the Second Pricing Period (the "Second Pricing Period Put
Share Price").

                                For purposes hereof:

                                The "First Pricing Date" shall mean the tenth
(10th) Business Day after each Put Date.

                                The "Second Pricing Date" shall mean the
twentieth (20th) Business Day after each Put Date.

                                The First Pricing Date and the Second Pricing
Date shall be referred to singularly as a "Pricing Date" and collectively as
"Pricing Dates."

                                The "First Pricing Period" with respect to any
Put shall mean the period of time beginning on the Business Day immediately
following the Put Date for that Put, and ending on the First



                                       14
<PAGE>   15

Pricing Date.

                                The "Second Pricing Period" with respect to any
Put shall mean the period of time beginning on the Business Day immediately
following the First Pricing Date and ending on the Second Pricing Date.

                                The "First Put Dollar Amount" shall be
determined by multiplying the First Put Limit by the First Pricing Period Put
Share Price.

                                The "Second Put Dollar Amount" shall be
determined by multiplying the Second Put Limit by the Second Pricing Period Put
Share Price

                                (e) Delivery of Put Notice. After delivery of an
Advance Put Notice, on the Put Date specified in the Advance Put Notice, or on
the sixth (6th) Business Day following the last day of the Second Pricing Period
for the previous Put, whichever is later, the Company shall deliver written
notice (the "Put Notice," the form of which is attached hereto as Exhibit E) 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 a
Investor residing outside of the U.S.).

                                (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 61
days preceding the Put Date with respect to which this determination of the
permitted Intended Put Share Amount is being made, would exceed 9.9% 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 61 calendar days preceding such date, would have acquired more
than 9.9% 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 initiate subsequent Puts to the Investor shall terminate permanently (each,
an "Automatic Termination") upon the occurrence of any of the following:



                                       15
<PAGE>   16

                                (a) 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) on any date after a cumulative time period
or series of time periods, consisting only of Ineffective Periods and Delisting
Events, that lasts for an aggregate of four (4) months during any calendar year;

                                (c) 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;

                                (d) 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 (the "Commitment Period");

                                (e) the Company has breached any covenant in
Section 6 or Section 9 hereof; or

                                (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 Maximum Offering Amount. 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.

                        2.3.4 Put Interruption. Once the Company delivers an
Advance Put Notice to the Investor, the Company may cancel the Put up through
the date that is three (3) Business Days prior to the Put Date, but not
thereafter. In the event of a "Put Interruption Event" (as defined below) during
any Pricing Period, then (A) the Company shall notify the Investor in writing (a
"Put Interruption Notice") as soon as possible by facsimile and overnight
courier, but no later than the end of the Business Day in which the Company
becomes aware of such facts, (B) the Pricing Period shall be extended or
shortened, as applicable, such that the Pricing Period End Date is the tenth
(10th) Business Day after the date of such Put Interruption Notice from the
Company (the "Put Interruption Date"), (C) each Business Day from and including
the Put Interruption Date through and including the Pricing Period End Date for
the applicable Put (as extended or shortened, if applicable), shall be
considered to be an "Excluded Day," as that term is used in this Agreement, and
(D) the Company Designated Minimum Put Share Price, if any, shall not apply to
the affected Put. In the event that a Put Interruption Event occurs after an
Advance Put Notice Date, but before



                                       16
<PAGE>   17

the applicable Put Date, that Put shall be deemed to be terminated, and the
Company may deliver an Advance Put Notice for a new Put anytime beginning on the
following Business Day, if otherwise allowed under this Agreement. A "Put
Interruption Event" shall mean any of the following: (i) an Automatic
Termination, (ii) the failure of one of the items specified in Section 2.3.5
below to be true and correct on any day during and Extended Pricing Period, or
(iii) the occurrence of one of the following events:

                                (a) the Company has announced a subdivision or
combination, including a reverse split, of its Common Stock or has subdivided or
combined its Common Stock;

                                (b) the Company has paid a dividend of its
Common Stock or has made any other distribution of its Common Stock;

                                (c) the Company has made a distribution of all
or any portion of its assets or evidences of indebtedness to the holders of its
Common Stock;

                                (d) a Major Transaction has occurred; or

                                (e) the Company discovers the existence of
Material Facts or any Ineffective Period or Delisting Event occurs.

                        2.3.5 Conditions Precedent to the Right of the Company
to Deliver an Advance Put Notice or a Put Notice. The right of the Company to
deliver an Advance Put Notice or a Put Notice is subject to the satisfaction, on
the date of delivery of such Advance Put Notice or Put Notice, 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 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 in
                        Sections 5.1, 5.3, 5.4, 5.5, 5.6, 5.10, 5.13, 5.14,
                        5.15, 5.16, 5.18, 5.19, 5.21, and 5.25 hereof 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 2.3.5 are satisfied as of such
                        Closing, and the



                                       17
<PAGE>   18

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

                (d)     the Company shall have authorized and 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;

                (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 the NASDAQ National
                        Market System (the "NMS"), and such approval is required
                        by the rules of the NASDAQ;

                (g)     the Company shall have no knowledge of any event that,
                        in the Company's opinion, is more likely than not to
                        have the effect of causing any Registration Statement to
                        be suspended or otherwise ineffective (which event is
                        more likely than not to occur within the thirty Business
                        Days following the date on which such Advance Put Notice
                        and Put Notice is deemed delivered);

                (h)     there is not then in effect any law, rule or regulation
                        prohibiting or restricting the transactions contemplated
                        hereby, or requiring any consent or approval which shall
                        not have been obtained, nor is there any pending or
                        threatened proceeding or investigation which may have
                        the effect of prohibiting or adversely affecting any of
                        the transactions contemplated by this Agreement;

                (i)     no statute, rule, regulation, executive order, decree,
                        ruling or injunction shall have been enacted, entered,
                        promulgated or adopted by any court or governmental
                        authority of competent jurisdiction that prohibits the
                        transactions contemplated by this Agreement, and no
                        actions, suits or proceedings shall be in progress,
                        pending or threatened by any person (other than the
                        Investor or any affiliate of the Investor), that seek to
                        enjoin or prohibit the transactions contemplated by this
                        Agreement. For purposes of this paragraph (i), no
                        proceeding shall be deemed pending or threatened unless
                        one of the parties has received written or oral
                        notification thereof prior to the applicable Closing
                        Date;

                (j)     the Put Shares delivered to the Investor are DTC
                        eligible and can be immediately converted into
                        electronic form;



                                       18
<PAGE>   19

                (k)     the Company shall have obtained all permits and
                        qualifications (if any) required by the state securities
                        laws or Blue Sky laws for the offer and sale of the
                        Common Stock to the Investor and by the Investor or
                        shall have the availability of exemptions therefrom in
                        the state of Georgia or in any other state for which the
                        Investor notifies the Company that it has executed or
                        plans to execute a sale of the Put Shares or Warrant
                        Shares;

                (l)     the Put Shares shall have been delivered to the
                        Depository Trust Company DWAC account specified by the
                        Investor for the Put Shares; and

                (m)     the Transfer Agent Instructions have been duly executed
                        by both the Company and the Transfer Agent.

                        2.3.6 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 DWAC Put Shares equal to the
Intended Put Share Amount shall have been delivered to the Depository Trust
Company DWAC account specified by the Investor for the Put Shares (unless the
Investor has requested physical stock certificates, in writing, in which case
the Company shall have delivered to the Investor a number of physical Unlegended
Share Certificates 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 2.3.7 or Section 2.5; and

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

                        2.3.7 Accountant's Letter and Registration Opinion.

                                (a) The Company shall have caused to be
delivered to the Investor, (i) whenever required by Section 2.3.7(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 N (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 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



                                       19
<PAGE>   20

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 Interruption Notice to the Investor
pursuant to Section 2.3.4 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
2.3.7(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.

                        2.3.8 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.

                        2.3.9 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 this Section 2, 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").



                                       20
<PAGE>   21

                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.

                        2.3.10 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 sale, "short
exempt" sale (defined as short sales that are exempt from the rule that short
sales must occur on upticks) 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.

                        2.3.11 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").

                        2.3.12 Investment Agreement Termination. 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.
Following either a Company Termination or an Automatic Termination such
termination shall have no effect on the parties' other rights and obligations
under this Agreement or any of the agreements referenced in this Agreement,
including but not limited to the Registration Rights Agreement or the Warrants
(collectively, the "Related Agreements"). Notwithstanding a Termination or
Automatic Termination, the Related Agreements between the parties shall not
terminate and shall remain in full force and effect in accordance with their
respective terms. Notwithstanding the above, any Put Interruption Notice
occurring during an Extended Put Period is governed by Section 2.3.4.

                        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
August 15, 2001 between the Company and the Investor, the



                                       21
<PAGE>   22

Company issued and delivered to Investor warrants (the "Commitment Warrants") in
the form attached hereto as Exhibit P, or such other form as agreed upon by the
parties, to purchase shares of Common Stock. Each Commitment Warrant shall be
immediately exercisable in accordance with its terms, 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 or is not
declared effective by the SEC, the Investor shall retain full ownership of the
Commitment Warrant as partial consideration for its commitment hereunder.

                        2.4.2 [Intentionally Left Blank].

                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 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 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



                                       22
<PAGE>   23

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
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 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 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



                                       23
<PAGE>   24

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 [Intentionally Left Blank]

        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.

                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 May 31,
2001, (ii) the Risk Factors, attached as Exhibit I, (the "Risk Factors") (iii)
the Capitalization Schedule, attached as Exhibit J, (the "Capitalization
Schedule") and (iv) the Use of Proceeds Schedule, attached as Exhibit K, (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



                                       24
<PAGE>   25

(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 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 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 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



                                       25
<PAGE>   26

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 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



                                       26
<PAGE>   27

to determine the truthfulness of the representations and warranties made hereby.

                        3.4.4 [Intentionally Left Blank].

        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;

                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 legend restricting the sale or transfer thereof ("Restrictive
Legend"). The certificates representing the Warrant Shares shall not



                                       27
<PAGE>   28

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
specified 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 Delaware, 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, in the
Company's opinion, 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 Dealers, 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, in the Company's opinion, have a material adverse effect upon the
Company. The Company has the following subsidiaries: Metacomp, Inc. (a
California corporation) and Plasma Scientific Corporation (a Delaware
corporation).

                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 from the dates of such Disclosure
Documents through the date of the Investment Commitment Closing. The financial
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, or
Generally Accepted Accounting Principles, as applicable), 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



                                       28
<PAGE>   29

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, in the Company's opinion, 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,
in the Company's opinion, have



                                       29
<PAGE>   30

a material adverse effect on the Company's business or prospects, or on the
performance of its obligations under this Agreement, the Registration Rights
Agreement, or (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, in the Company's opinion, 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 or approved for quotation
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 subject to exercise of any outstanding warrants and/or exercise of
any outstanding stock options, and after taking into account the offering of the
Securities contemplated by this Agreement and all other share issuances
occurring prior to this Offering, is as set forth in the Capitalization Schedule
as set forth in Exhibit J. 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 L 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 L. 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 L. 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,



                                       30
<PAGE>   31

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 K hereto. These purposes and amounts are estimates and are
subject to change without notice to any Investor.

                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 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 the SEC. 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.



                                       31
<PAGE>   32

                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. As of the date of this Agreement, each "Key
Employee" (as defined in Exhibit M) is currently serving the Company in the
capacity disclosed in Exhibit M. No Key Employee, to the best knowledge of the
Company and its subsidiaries, is, or is now expected to be, in violation of 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 has set aside on its books provision
reasonably adequate for the payment of all taxes for periods subsequent to the
periods to which such returns, reports or declarations apply. There are no
unpaid taxes in any material amount claimed to be due by the taxing authority of
any jurisdiction, and the officers of the Company know of no basis for any such
claim.

                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



                                       32
<PAGE>   33

taken all necessary action, if any, in order to render inapplicable any control
share acquisition, business combination or other similar anti-takeover provision
under Delaware 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 [Intentionally Left Blank].

                5.23 Major Transactions. As of the date of this Agreement, there
are no other Major Transactions currently pending or contemplated by the
Company.

                5.24 Financings. As of the date of this Agreement, 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 efforts to obtain approval of its
shareholders to 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. 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, 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.

                5.27 Dilution. The number of shares of Common Stock issuable as
Put Shares may increase substantially in certain circumstances, including, but
not necessarily limited to, the circumstance wherein the trading price of the
Common Stock declines during the period between the Effective Date and the end
of the Commitment Period. The Company's executive officers and directors fully
understand the nature of the transactions contemplated by this Agreement and
recognize that they have a potential dilutive effect. The board of directors of
the Company has concluded, in its good faith business judgment, that such
issuance is in the best interests of the Company. The Company specifically
acknowledges that, whenever the Company elects to initiate a Put, its obligation
to issue the Put Shares is binding upon the Company and enforceable regardless
of the dilution such issuance may have on the ownership interests of other
shareholders of the Company.



                                       33
<PAGE>   34

        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; Change in Corporate Entity.
The Company shall, until at least the Termination Date, maintain its corporate
existence in good standing and shall remain a Reporting Issuer (defined as a
Company which files periodic reports under the Exchange Act) and shall pay all
its taxes when due except for taxes which the Company disputes. The Company
shall not, at any time after the date hereof, enter into any merger,
consolidation or corporate reorganization of the Company with or into, or
transfer all or substantially all of the assets of the Company to, another
entity unless the resulting successor or acquiring entity in such transaction,
if not the Company (the "Surviving Entity"), (i) has Common Stock listed for
trading on Nasdaq or on another national stock exchange and is a Reporting
Issuer, (ii) assumes by written instrument the Company's obligations with
respect to this Investment Agreement, the Registration Rights Agreement, the
Transfer Agent Instructions, the Warrants and the other agreements referred to
herein, including but not limited to the obligations to deliver to the Investor
shares of Common Stock and/or securities that Investor is entitled to receive
pursuant to this Investment Agreement and upon exercise of the Warrants and
agrees by written instrument to reissue, in the name of the Surviving Entity,
any Warrants (each in the same terms, including but not limited to the same
reset provisions, as the applicable Warrant originally issued or required to be
issued by the Company) that are outstanding immediately prior to such
transaction, making appropriate proportional adjustments to the number of shares
represented by such Warrants and the exercise prices of such Warrants to
accurately reflect the exchange represented by the transaction.

                6.3 Registration Rights. Concurrently herewith, 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 Capital Raising Limitations and Rights of First Refusal.

                        6.5.1 Capital Raising Limitations. During the period
from the date of this Agreement until the date that is sixty (60) days after the
Termination Date, the Company shall not issue or sell, or agree to issue or sell
Variable Equity Securities (as defined below), for cash in private capital
raising transactions without obtaining the prior written approval of the
Investor of the Offering (the limitations referred to in this subsection 6.5.1
are collectively referred to as the "Capital Raising Limitations"). For



                                       34
<PAGE>   35

purposes hereof, the following shall be collectively referred to herein as, the
"Variable Equity Securities": (A) any debt or equity securities which are
convertible into, exercisable or exchangeable for, or carry the right to receive
additional shares of Common Stock either (i) at any conversion, exercise or
exchange rate or other price that is based upon and/or varies with the trading
prices of or quotations for Common Stock at any time after the initial issuance
of such debt or equity security, (ii) with a fixed conversion, exercise or
exchange price that is subject to being reset at some future date at any time
after the initial issuance of such debt or equity security or upon the
occurrence of specified contingent events directly or indirectly related to the
business of the Company or the market for the Common Stock, (iii) with a fixed
conversion, exercise or exchange price that is less than 80% of the average
closing price of the Company's Common Stock on the date of closing of the
offering of such securities and (B) Common Stock or any debt or equity
securities that are convertible or exchangeable into Common Stock which carry
with them the rights to receive a number of warrants to purchase additional
Common Stock that exceeds the number of shares of Common Stock issued to the
investor directly or upon a conversion or exchange of such securities.

                        6.5.2 Investor's Right of First Refusal and Rights of
Participation. For any private capital raising transactions of Variable Equity
Securities which close after the date hereof and on or prior to the date that is
sixty (60) days 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 (the "Right of First Refusal") 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. For any
private capital raising transactions of Equity Securities which close after the
date hereof and on or prior to the date that is sixty (60) days after the
Termination Date of this Agreement, not including any warrants issued in
conjunction with this Investment Agreement and not including commercial
transactions with strategic partners of the Company, 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 (the "Right of Participation"), during the ten (10) day period following
delivery of such notice, to participate in the offering by purchasing securities
on the same terms as the securities being offered in such transaction in an
amount equal to the aggregate amount of securities being issued to investors
other than the Investor in such transaction. The Right of Participation is in
addition to any applicable Right of First Refusal. The Investor's Right of First
Refusal and Right of Participation may not be waived orally, but may be waived
only by way of a writing signed by one of the members of the Investor. 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.

                        6.5.3 Exceptions to Capital Raising Limitations and
Rights of First Refusal. Notwithstanding the above, neither the Capital Raising
Limitations, the Rights of Participation nor the Rights of First Refusal shall
apply to (a) any transaction involving issuances of securities by the Company to
a company being acquired by the Company, as payment to such company for such
acquisition, or in



                                       35
<PAGE>   36

connection with the exercise of options by employees or directors of the
Company, or a primary underwritten offering of the Company's Common Stock, (b)
the issuance of securities upon exercise or conversion of the Company's options,
warrants or other convertible securities outstanding as of the date hereof, (c)
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 or directors, or (d) the issuance of debt
securities, with no equity feature, incurred solely for working capital
purposes.

                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 H 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 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 (the "Transfer Agent"), by
delivering instructions in the form of



                                       36
<PAGE>   37

Exhibit O 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 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").

                6.12 Press Release. Any public announcement relating to this
financing (a "Press Release") shall be submitted to the Investor for review at
least two (2) business days prior to the planned release. The Company shall not
disclose the Investor's name in any press release or other public announcement
without the Investor's prior written approval. The Company shall obtain the
Investor's written approval of the Press Release prior to issuance by the
Company.

                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 or the Company to be
unable to perform its obligations hereunder, this Agreement shall be
automatically terminated, 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



                                       37
<PAGE>   38

hereunder, and provided that such termination shall have no effect on the
parties' other rights and obligations under this Agreement, or the Registration
Rights Agreement.

                6.14. Notice of Certain Events Affecting Registration;
Suspension of Right to Make a Put. The Company shall immediately notify the
Investor, but in no event later than two (2) business days by facsimile and by
overnight courier, upon the occurrence of any of the following events in respect
of a Registration Statement or related prospectus in respect of an offering of
Registrable Securities: (i) receipt of any request for additional information by
the SEC or any other federal or state governmental authority during the period
of effectiveness of the Registration Statement for amendments or supplements to
the Registration Statement or related prospectus; (ii) the issuance by the SEC
or any other federal or state governmental authority of any stop order
suspending the effectiveness of a Registration Statement or the initiation of
any proceedings for that purpose; (iii) receipt of any notification with respect
to the suspension of the qualification or exemption from qualification of any of
the Registrable Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose; (iv) the happening of any event
that makes any statement made in such Registration Statement or related
prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires the making of any
changes in the Registration Statement, related prospectus or documents so that,
in the case of a Registration Statement, it will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, and
that in the case of the related prospectus, it will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; (v) the declaration by
the SEC of the effectiveness of a Registration Statement; and (vi) the Company's
reasonable determination that a post-effective amendment to the Registration
Statement would be appropriate, and the Company shall promptly make available to
the Investor any such supplement or amendment to the related prospectus. The
Company shall not deliver to the Investor any Put Notice during the continuation
of any of the foregoing events.

                6.15 Acknowledgment Regarding Investor's Purchase of the
Securities. The Company acknowledges and agrees that the Investor is acting
solely in the capacity of arm's length purchaser with respect to the Transaction
Documents and the transactions contemplated hereby and thereby. The Company
further acknowledges that the Investor is not acting as a financial advisor or
fiduciary of the Company (or in any similar capacity) with respect to the
Transaction Documents and the transactions contemplated hereby and thereby and
any advice given by the Investor or any of its representatives or agents in
connection with the Transaction Documents and the transactions contemplated
hereby and thereby is merely incidental to the Investor's purchase of the
Securities. The Company further represents to the Investor that the Company's
decision to enter into the Transaction Documents has been based solely on the
independent evaluation by the Company and its representatives and advisors.

                6.16. Liquidated Damages. The parties hereto acknowledge and
agree that the sums payable as Ineffective Period Payments shall each give rise
to liquidated damages and not penalties. The parties further acknowledge that
(a) the amount of loss or damages likely to be incurred by the Investor is
incapable or is difficult to precisely estimate, (b) the amounts specified bear
a reasonable proportion and are not plainly or grossly disproportionate to the
probable loss likely to be incurred by the Investor,



                                       38
<PAGE>   39

and (c) the parties are sophisticated business parties and have been represented
by sophisticated and able legal and financial counsel and negotiated this
Agreement at arm's length.

                6.17. Copies of Financial Statements, Reports and Proxy
Statements. Promptly upon the mailing thereof to the shareholders of the Company
generally, the Company shall deliver to the Investor copies of all financial
statements, reports and proxy statements so mailed and any other document
generally distributed to shareholders.

                6.18. Notice of Certain Litigation. Promptly following the
commencement thereof, the Company shall provide the Investor written notice and
a description in reasonable detail of any litigation or proceeding to which the
Company or any subsidiary of the Company is a party, in which the amount
involved is $250,000 or more and which is not covered by insurance or in which
injunctive or similar relief is sought.

                6.19. Term. The term ("Term") of this Agreement shall be a
period of time beginning on the date of this Agreement and ending on the
Termination Date, provided that notwithstanding the expiration of the Term and
notwithstanding any Termination or Automatic Termination, (A) the Company's
covenants in Sections 4.7, 5.1, 5.4, 6.1, 6.2, 6.3, 6.4, 6.8, 6.9, 6.10, 6.13
and 7.9 hereof shall survive and remain in full force and effect until sixty
(60) days following the later of (i) the Termination Date or (ii) the date that
all of the Warrants have been exercised, (B) the Company's covenants under
Section 7.8 and Section 9 hereof shall survive and remain in full force and
effect for the full period of time that a suit could be brought against the
Investor with respect to this Agreement, the Related Agreements or with respect
to the Registration Statement and related prospectus under any applicable
statutes of limitations, and (C) notwithstanding a Termination or Automatic
Termination, the Related Agreements between the parties shall not terminate and
shall remain in full force and effect in accordance with their respective terms.

        7. 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 by either party.

                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.



                                       39
<PAGE>   40

                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 neuter 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 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 Arbitration. This Agreement shall be governed by and
construed in accordance with the laws of the State of Georgia applicable to
agreements made in and wholly to be performed in that jurisdiction, except for
matters arising under the Act or the Securities Exchange Act of 1934, which
matters shall be construed and interpreted in accordance with such laws. Any
controversy or claim arising out of or related to the Transaction Documents or
the breach thereof, shall be settled by binding arbitration in Atlanta, Georgia
in accordance with the Expedited Procedures (Rules 53-57) of the Commercial
Arbitration Rules of the American Arbitration Association ("AAA"). A proceeding
shall be commenced upon written demand by Company or any Investor to the other.
The arbitrator(s) shall enter a judgment by default against any party, which
fails or refuses to appear in any properly noticed arbitration proceeding. The
proceeding shall be conducted by one (1) arbitrator, unless the amount alleged
to be in dispute exceeds two hundred fifty thousand dollars ($250,000), in which
case three (3) arbitrators shall preside. The arbitrator(s) will be chosen by
the parties from a list provided by the AAA, and if they are unable to agree
within ten (10) days, the AAA shall select the arbitrator(s). The arbitrators
must be experts in securities law and financial transactions. The arbitrators
shall assess costs and expenses of the arbitration, including all attorneys' and
experts' fees, as the arbitrators believe is appropriate in light of the merits
of the parties' respective positions



                                       40
<PAGE>   41

in the issues in dispute. Each party submits irrevocably to the jurisdiction of
any state court sitting in Atlanta, Georgia or to the United States District
Court sitting in Georgia for purposes of enforcement of any discovery order,
judgment or award in connection with such arbitration. The award of the
arbitrator(s) shall be final and binding upon the parties and may be enforced in
any court having jurisdiction. The arbitration shall be held in such place as
set by the arbitrator(s) in accordance with Rule 55.

                Although the parties, as expressed above, agree that all claims,
including claims that are equitable in nature, for example specific performance,
shall initially be prosecuted in the binding arbitration procedure outlined
above, if the arbitration panel dismisses or otherwise fails to entertain any or
all of the equitable claims asserted by reason of the fact that it lacks
jurisdiction, power and/or authority to consider such claims and/or direct the
remedy requested, then, in only that event, will the parties have the right to
initiate litigation respecting such equitable claims or remedies. The forum for
such equitable relief shall be in either a state or federal court sitting in
Atlanta, Georgia. Each party waives any right to a trial by jury, assuming such
right exists in an equitable proceeding, and irrevocably submits to the
jurisdiction of said Georgia court. Georgia law shall govern both the proceeding
as well as the interpretation and construction of the Transaction Documents and
the transaction as a whole.

                7.9 Reporting Entity for the Common Stock. The reporting entity
relied upon for the determination of the trading price or trading volume of the
Common Stock on the Principal Market on any given Trading Day for the purposes
of this Agreement shall be the Bloomberg L.P. The written mutual consent of the
Investor and the Company shall be required to employ any other reporting entity.

        8. Subscription and Wiring Instructions; Irrevocability.

                (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.

        9. Indemnification and Reimbursement.



                                       41
<PAGE>   42

                        (a) 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.

                        (b) Reimbursement. If (i) the Investor, other than by
reason of its gross negligence



                                       42
<PAGE>   43

or willful misconduct, becomes involved in any capacity in any action,
proceeding or investigation brought by any stockholder of the Company, in
connection with or as a result of the consummation of the transactions
contemplated by the Transaction Documents, or if the Investor is impleaded in
any such action, proceeding or investigation by any person or entity, or (ii)
the Investor, other than by reason of its gross negligence or willful
misconduct, becomes involved in any capacity in any action, proceeding or
investigation brought by the SEC against or involving the Company or in
connection with or as a result of the consummation of the transactions
contemplated by the Transaction Documents, or if the Investor is impleaded in
any such action, proceeding or investigation by any person or entity, then in
any such case, the Company will reimburse the Investor for its reasonable legal
and other expenses (including the cost of any investigation and preparation )
incurred in connection therewith, as such expenses are incurred. In addition,
other than with respect to any matter in which the Investor is a named party,
the Company will pay the Investor the charges, as reasonably determined by the
Investor, for the time of any officers or employees of the Investor devoted to
appearing and preparing to appear as witnesses, assisting in preparation for
hearing, trials or pretrial matters, or otherwise with respect to inquiries,
hearing, trials, and other proceedings relating to the subject matter of this
Agreement. The reimbursement obligations of the Company under this paragraph
shall be in addition to any liability which the Company may otherwise have,
shall extend upon the same terms and conditions to any Affiliates of the
Investor who are actually named in such action, proceeding or investigation, and
partners, directors, agents, employees and controlling persons (if any), as the
case may be, of the Investor and any such Affiliate, and shall be binding upon
and inure to the benefit of any successors, assigns, heirs and personal
representatives of the Company, the Investor and any such Affiliate and any such
person or entity. The Company also agrees that neither the Investor nor any such
Affiliate, partners, directors, agents, employees or controlling persons shall
have any liability to the Company or any person asserting claims on behalf of or
in right of the Company in connection with or as a result of the consummation of
the Transaction Documents except to the extent that any losses, claims, damages,
liabilities or expenses incurred by the Company result from the gross negligence
or willful misconduct of the Investor or any inaccuracy in any representation or
warranty of the Investor contained herein or any breach by the Investor of any
of the provisions hereof.



                           [INTENTIONALLY LEFT BLANK]



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<PAGE>   44

        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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<PAGE>   45

        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 17th day of September, 2001.


SWARTZ PRIVATE EQUITY, LLC


By:     /S/  ERIC S. SWARTZ
   -------------------------------
       Eric S. Swartz, Manager


SECURITY DELIVERY INSTRUCTIONS:
Swartz Private Equity, LLC
c/o Eric S. Swartz
300 Colonial Center Parkway
Suite 300
Roswell, GA 30076
Telephone: (770) 640-8130


THIS AGREEMENT IS ACCEPTED BY THE COMPANY IN THE AMOUNT OF THE MAXIMUM OFFERING
AMOUNT ON THE 17TH DAY OF SEPTEMBER, 2001.


                                       PATRIOT SCIENTIFIC CORPORATION


                                       By:    /S/  LOWELL W. GIFFHORN
                                           -------------------------------------
                                           Lowell W. Giffhorn, VP and CFO

                                       Address:   10989 Via Frontera
                                                  San Diego, CA 92127
                                       Telephone: (858) 674-5000
                                       Facsimile: (858) 674-5005




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