EXHIBIT 4.1

Investment Agreement dated May 19, 2000 by and between the Registrant and Swartz
Private Equity, LLC.

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                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                              INVESTMENT AGREEMENT

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

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

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

     SEE ADDITIONAL LEGENDS AT SECTIONS 4.7.

     THIS INVESTMENT  AGREEMENT (this "Agreement" or "Investment  Agreement") is
made as of the  19th day of May,  2000,  by and  between  New  Millennium  Media
International, Inc., a corporation duly organized and existing under the laws of
the State of Colorado (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 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.

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                                     TERMS:

     NOW, THEREFORE, the parties hereto agree as follows:

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

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

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

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

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

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

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

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

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

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

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

     "Agreement" shall mean this Investment Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     "Company"  shall  mean  New  Millennium   Media   International,   Inc.,  a
corporation duly organized and existing under the laws of the State of Colorado.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     "Investment Agreement" shall mean this Investment Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

     "Maximum   Offering   Amount"  shall  mean  Twenty  Five  Million   Dollars
($25,000,000).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     "Put Opinion of Counsel" shall mean an opinion from  Company's  independent
counsel, in the form attached as Exhibit 1, or such other form as agreed upon by
the parties, as to any Put Closing.

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

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

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

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

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

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

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

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

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

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

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

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

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

     "SEC" shall mean the Securities and Exchange Commission.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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     "Warrants" shall mean Purchase Warrants and Commitment Warrants.

     2. Purchase and Sale of Common Stock..

          2.1 Offer to Subscribe.

               Subject to the terms and conditions  herein and the  satisfaction
of the  conditions to closing set forth in Sections 2.2 and 2.3 below,  Investor
hereby agrees to purchase such amounts of Common Stock and accompanying Warrants
as the Company may, in its sole and absolute discretion, from time to time elect
to issue and sell to Investor  according to one or more Puts pursuant to Section
2:3 below.

          2.2 Investment Commitment.

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

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

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

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

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

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

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

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

          2.3 Puts of Common Shares to the Investor.

               2.3.1 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 (unless otherwise agreed in writing by the Investor), the Company shall
deliver  advance  written notice (the "Advance Put Notice," the form of which is
attached  hereto as Exhibit  E, the date of such  Advance  Put Notice  being the
"Advance  Put  Notice  Date")  to  Investor  stating  the Put Date for which the
Company shall,  subject to the limitations and  restrictions  contained  herein,
exercise a Put and stating the number of shares of Common Stock  (subject to the
Individual  Put Limit and the  Maximum  Put  Dollar  Amount)  which the  Company
intends to sell to the Investor for the Put (the "Intended Put Share Amount" ).

     The Company  may, at its option,  also  designate in any Advance Put Notice
(i) a maximum dollar amount of Common Stock, not to exceed 52,000,000,  which it
shall sell to  Investor  during the Put (the  "Company  Designated  Maximum  Put
Dollar Amount") and/or (ii) a minimum  purchase price per Put Share at which the
Investor may purchase Shares pursuant to such Put Notice (a "Company  Designated
Minimum Put Share Price").  The Company  Designated  Minimum Put Share Price, if
applicable,  shall  be no  greater  than  80% of the  Closing  Bid  Price of the
Company's  common stock on the Advance Put Notice Date. The Company may decrease
(but not increase) the Company  Designated  Minimum Put Share Price for a Put at
any time by giving the Investor  written  notice of such decrease not later than
12:00 Noon, New York, New York time, on the Business Day  immediately  preceding
the Business Day that such decrease is to take effect. A decrease in the Company
Designated  Minimum  Put Share  Price  shall have no  retroactive  effect on the
determination  of  Trigger  Prices  and  Excluded  Days for days  preceding  the
Business Day that such decrease takes effect.

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

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

                                       10
<PAGE>

equal the lesser of (i) the Intended Put Share Amount,  and (ii) the  Individual
Put Limit.  The  "Individual Put Limit" shall equal the lesser of (i) 15% of the
sum of the aggregate daily reported  Trading  Volumes in the outstanding  Common
Stock on the Company's Principal Market, excluding any block trades of 25,000 or
more shares of Common Stock,  for all Evaluation  Days (as defined below) in the
Pricing  Period,  (ii) the number of Put Shares which,  when multiplied by their
respective Put Share Prices, equals the Maximum Put Dollar Amount, and (iii) the
9.9%  Limitation,  but in no event shall the  Individual Put Limit exceed 15% of
the sum of the  aggregate  daily  reported  Trading  Volumes in the  outstanding
Common Stock on the Company's  Principal  Market,  excluding any block trades of
25,000  or more  shares of Common  Stock,  for the  twenty  (20)  Business  Days
immediately  preceding  the  Put  Date  (this  limitation,   together  with  the
limitation in (i) immediately above, are collectively  referred to herein as the
"Volume  Limitations").  Company agrees not to trade Common Stock or arrange fur
Common Stock to be traded for the purpose of artificially  increasing the Volume
Limitations.

     For purposes of this Agreement:

          "Trigger  Price" for any Pricing  Period shall mean the greater of (i)
the Company  Designated  Minimum Put Share Price, plus $.10. or (ii) the Company
Designated Minimum Put Share Price divided by .92.

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

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

                    (c) Put Share Price.  The purchase  price for the Put Shares
(the "Put Share  Price") shall equal the lesser of (i) the Market Price for such
Put,  minus $.10,  or (ii) 92% of the Market Price for such Put, but shall in no
event be less than the Company  Designated Minimum Put Share Price for such Put,
if applicable.

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

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

                                       11
<PAGE>

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

                    (f) Limitation on Investor's  Obligation to Purchase Shares.
Notwithstanding  anything to the contrary in this  Agreement,  in no event shall
the Investor be required to  purchase,  and an Intended Put Share Amount may not
include,  an amount of Put Shares,  which when added to the number of Put Shares
acquired by the Investor pursuant to this Agreement during the 31 days preceding
the Put Date with respect to which this  determination of the permitted Intended
Put Share  Amount is being made,  would  exceed 9.99% of the number of shares of
Common Stock outstanding (on a fully diluted basis, to the extent that inclusion
of unissued  shares is mandated by Section 13(d) of the Exchange Act) on the Put
Date for such Pricing Period,  as determined in accordance with Section 13(d) of
the Exchange Act (the "Section 13(d) Outstanding Share Amount"). Each Put Notice
shall  include  a  representation  of  the  Company  as  to  the  Section  13(d)
Outstanding  Share Amount on the related Put Date. In the event that the Section
13(d)  Outstanding Share Amount is different on any date during a Pricing Period
than on the Put Date  associated  with such Pricing  Period,  then the number of
shares of Common Stock outstanding on such date during such Pricing Period shall
govern for purposes of determining  whether the Investor,  when  aggregating all
purchases  of Shares made  pursuant to this  Agreement  in the 31 calendar  days
preceding  such date,  would have  acquired more than 9.99% of the Section 13(d)
Outstanding Share Amount.  The limitation set forth in this Section 2.3.1 (f) is
referred to as the "9.9% Limitation."

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

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

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

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

                                       12
<PAGE>

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

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

                    (f) if no Registration Statement has been declared effective
by the date  that is nine (9)  months  after  the  date of this  Agreement,  the
Automatic  Termination shall occur on the date that is nine (9) months after the
date of this Agreement.

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

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

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

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

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

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

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

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

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

                                       13
<PAGE>

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

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

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

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

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

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

                    (b)  the  following  documents:   Put  Opinion  of  Counsel,
Officer's  Certificate,  Put  Notice,  Registration  Opinion,  and any report or
disclosure required under Section 2.3.6 or Section 2.5;

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

               2.3.6 Accountant's Letter and Registration Opinion.

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

                                       14
<PAGE>

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  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 use its reasonable best efforts to
cause such Ineffective Period to terminate, as the case may be, and deliver such
Registration Opinion and updated prospectus as soon as possible  thereafter.  If
at any time after a Put Notice shall have been  delivered to Investor but before
the related  Pricing  Period End Date,  the Company  acquires  knowledge of such
Material  Facts or any  Ineffective  Period  occurs,  the Company shall promptly
notify the Investor and shall deliver a Put Cancellation  Notice to the Investor
pursuant to Section 2.3.11 by facsimile and overnight courier by the end of that
Business Day.

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

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

               2.3.7 Investor's Obligation and Right to Purchase Shares. Subject
to the conditions set forth in this Agreement.  following the Investor's receipt
of a validly  delivered Put Notice,  the Investor  shall be required to purchase
(each a  "Purchase")  from the  Company a number of Put Shares  equal to the Put
Share Amount, in the manner described below.

               2.3.8  Mechanics  of Put  Closing.  Each of the  Company  and the
Investor shall deliver all documents,  instruments  and writings  required to be
delivered  by  either of them  pursuant  to this  Agreement  at or prior to each
Closing.  Subject to such delivery and the  satisfaction  of the  conditions set
forth in Sections  2.3.4 and 2.3.5,  the closing of the purchase by the Investor
of Shares shall occur by 5:00 PM. New York City Time,  on the date which is five
(5) Business Days  following  the  applicable  Pricing  Period End Date (or such
other  time or  later  date as is  mutually  agreed  to by the  Company  and the
Investor) (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").

                                       15
<PAGE>

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

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

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

               2.3.11 Put Cancellation.

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

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

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

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

                                       16
<PAGE>

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

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

          2.4 Warrants.

               2.4.1  Commitment  Warrants.  In  partial  consideration  hereof,
following  the  execution of the Letter of Agreement  dated on or about March 6,
2000 between the Company and the Investor,  the Company  issued and delivered to
Investor or its designated  assignees,  warrants (the "Commitment  Warrants") in
the form attached  hereto as Exhibit U, or such other form as agreed upon by the
parties,  to purchase  1,000,000 shares of Common Stock. Each Commitment Warrant
shall be immediately  exercisable at the Commitment  Warrant Exercise Price, and
shall have a tern  beginning  on the date of issuance and ending on date that is
five (5) years  thereafter.  The Warrant  Shares shall be registered  for resale
pursuant to the Registration Rights Agreement. The Investment Commitment Opinion
of Counsel shall cover the issuance of the  Commitment  Warrant and the issuance
of the common stock upon exercise of the Commitment Warrant.

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

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

          2.5 Due  Diligence  Review.  The  Company  shall  make  available  for
inspection and review by the Investor (the "Due Diligence Review"),  advisors to
and  representatives  of the Investor (who may or may not be affiliated with the
Investor and who are  reasonably  acceptable  to the Company),  any  underwriter
participating  in any  disposition  of Common  Stock on  behalf of the  Investor
pursuant to the Registration Statement, any Supplemental Registration Statement,
or amendments or supplements  thereto or any blue sky, NASD or other filing, all
financial and other  records,  all SEC Documents and other filings with the SEC,
and all other  corporate  documents  and  properties  of the  Company  as may be
reasonably  necessary  for the purpose of such review,  and cause the  Company's
officers, directors and employees to supply all such

                                       17
<PAGE>

information  reasonably  requested by the  Investor or any such  representative,
advisor  or  underwriter  in  connection   with  such   Registration   Statement
(including, without limitation, in response to all questions and other inquiries
reasonably  made or  submitted  by any of them),  prior to and from time to time
after the filing and  effectiveness of the  Registration  Statement for the sole
purpose  of  enabling  the  Investor  and  such  representatives,  advisors  and
underwriters and their  respective  accountants and attorneys to conduct initial
and ongoing due  diligence  with  respect to the Company and the accuracy of the
Registration Statement.

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

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

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

                                       18
<PAGE>

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

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

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

          2.6 Commitment Payments.

     On the last  Business Day of each six (6) Calendar  Month period  following
the Effective Date (each such period a " Commitment  Evaluation Period"), if the
Company has not Put at least  51,000,000  in aggregate  Put Dollar Amount during
that Commitment  Evaluation Period, the Company,  in consideration of Investor's
commitment costs, including,  but not limited to, due diligence expenses,  shall
pay to the Investor an amount (the  "Semi-Annual  Non-Usage  Fee ") equal to the
difference of (i) 5100,000, minus (ii) 10% of the aggregate Put Dollar Amount of
the Put Shares put to Investor during that Commitment  Evaluation Period. In the
event that the  Company  delivers a  Termination  Notice to the  Investor  or an
Automatic  Termination  occurs,  the  Company  shall  pay to the  Investor  (the
"Termination  Fee") the  greater of (i) the  Semi-Annual  Non-Usage  Fee for the
applicable Commitment Evaluation Period, or (ii) the difference of (x) 5200,000,
minus  (y) 10% of the  aggregate  Put  Dollar  Amount of the Put  Shares  put to
Investor  during all Puts to date,  and the Company shall not be required to pay
the Semi-Annual Non-Usage Fee thereafter.

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

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

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

          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

                                       19
<PAGE>

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  Risk  Factors,  attached  as  Exhibit  J,  (the  "Risk  Factors")  (ii) the
Capitalization Schedule,  attached as Exhibit K, (the "Capitalization Schedule")
and (iii) the Use of  Proceeds  Schedule,  attached  as  Exhibit L, (the "Use of
Proceeds Schedule");  (b) Investor has read, reviewed,  and relied solely on the
documents  described in (a) above the Company's  representations  and warranties
and other  information  in this  Agreement,  including the  exhibits,  documents
prepared by the  Company  which have been  specifically  provided to Investor in
connection with this Offering (the documents described in this Section 3.2.4 (a)
and (b) are  collectively  referred to as the  "Disclosure  Documents"),  and an
independent  investigation made by Investor and Investor's  representatives,  if
any;  (c)  Investor  has,  prior to the date of this  Agreement,  been  given an
opportunity  to review  material  contracts and documents of the Company 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.

                                       20
<PAGE>

          3.3 Exempt Offering Under Regulation D.

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

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

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

                                       21
<PAGE>

          3.4  Due Authorization.

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

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

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

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

     4. Acknowledgments Investor is aware that:

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

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

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

          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;

                                       22
<PAGE>

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

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

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

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

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

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

          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  or
financial condition since the dates of such Disclosure Documents.  The financial
statements as contained in the  Company's  Form 8-KA filed on or about April 10,
2000 and  unaudited  pro forma  condensed  balance  sheet have been  prepared in
accordance with generally accepted accounting  principles,  consistently applied
(except as otherwise  permitted by Regulation S-X of the Exchange Act), subject,
in the case of unaudited  interim  financial  statements,  to customary year end
adjustments  and the  absence  of certain  footnotes,  and  fairly  present  the
financial

                                       23
<PAGE>

condition of the Company as of the dates of the balance sheets included  therein
and the  consolidated  results of its  operations and cash flows for the periods
then ended. Without limiting the foregoing,  there are  no material liabilities,
contingent or actual, that are not disclosed in the Disclosure  Documents (other
than liabilities incurred by the Company in the ordinary course of its business,
consistent  with its past  practice,  after the period covered by the Disclosure
Documents).  The Company has paid all  material  taxes that are due,  except for
taxes that it reasonably disputes.  There is no material claim,  litigation,  or
administrative  proceeding  pending or, to the best of the Company's  knowledge,
threatened against the Company, except as disclosed in the Disclosure Documents.
This Agreement and the Disclosure  Documents do not contain any untrue statement
of a material  fact and do not omit to state any  material  fact  required to be
stated therein or herein necessary to make the statements  contained  therein or
herein not  misleading in the light of the  circumstances  under which they were
made.  No event or  circumstance  exist  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 and 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 :he Warrant Shares will
be issued free of any preemptive rights.

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

                                       24
<PAGE>

regulation  applicable  to the  Company  which  violation  would have a material
adverse effect on the Company's business or prospects.

          5.6  Reporting  Company.  The  Company  is  subject  to the  reporting
requirements of the Exchange Act, and has a class of securities registered under
Section  12 of the  Exchange  Act not later  than six (6)  months  from the date
hereof,  and shall file all reports  required by the Exchange Act  following the
date the  Company  first  becomes  subject to such  reporting  obligations.  The
Company  undertakes  to furnish  Investor  with copies of such reports as may be
reasonably  requested by Investor  prior to  consummation  of this  Offering and
thereafter, to make such reports available, for the full term of this Agreement,
including  any  extensions  thereof,  and  for as  long as  Investor  holds  the
Securities.  The Common  Stock is duly listed on the National  Quotation  System
(a.k.a.  Pink Sheets).  Except as disclosed in the Schedule of  Exceptions,  the
Company is not in violation of the listing  requirements of the O.T.C.  Bulletin
Board and does not reasonably  anticipate that the Common Stock will be delisted
by the O.T.C.  Bulletin Board for the foreseeable  future. The Company has filed
all reports  required  under the Exchange  Act. The Company has not furnished to
the Investor any material nonpublic information concerning the Company.

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

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

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

          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

                                       25
<PAGE>

parties,   has  any  right  of  first  refusal,   preemptive  right,   right  of
participation, or any similar right to participate in the financing contemplated
by this Agreement which has not been waived.

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

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

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

          5.14 [Intentionally Left Blank].

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

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

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

                                       26
<PAGE>

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 for a period not to exceed six (6) months  following  the
later of (i) the Termination Date, or (ii) the date that the Commitment  Warrant
has been fully and completely exercised.

          5.19 Tax  Status.  The Company has made or filed all federal and state
income and all other tax  returns,  reports  and  declarations  required  by any
jurisdiction  to which it is subject  (unless  and only to the  extent  that the
Company  has set  aside on its  books  provisions  reasonably  adequate  for the
payment  of all unpaid  and  unreported  taxes) and has paid all taxes and other
governmental  assessments  and charges  that are  material  in amount,  shown or
determined to be due on such  returns,  reports and  declarations.  except those
being contested in good faith and as set aside on its books provision reasonably
adequate for the payment of all taxes for periods  subsequent  to the periods to
which such returns,  reports or declarations apply. There are no unpaid taxes in
any  material  amount  claimed  to  be  due  by  the  taxing  authority  of  any
jurisdiction,  and the  officers  of the  Company  know of no basis for any such
claim.

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

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

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

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

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

          5.25 Shareholder  Authorization.  The Company currently has 25,000,000
shares  of  Common  Stock  authorized,   24,099,381  of  which  are  issued  and
outstanding,  and 900,619 of which the Company has reserved or agrees to reserve
for issuance upon exercise of the Commitment Warrant.  The Company shall. at its
next annual shareholder  meeting,  or at a special meeting to be held before its
next annual shareholder meeting, use its best efforts to

                                       27
<PAGE>

obtain  approval of its  shareholders  to (i) authorize the issuance of the full
number of shares of Common  Stock which would be issuable  upon  exercise of the
Commitment  Warrant or would  otherwise  be issuable  under this  Agreement  and
eliminate any  prohibitions  under applicable law or the rules or regulations of
any  stock  exchange,  interdealer  quotation  system  or  other self-regulatory
organization  with  jurisdiction  over the Company or any of its securities with
respect to the  Company's  ability to issue  shares of Common Stock in excess of
the Cap Amount (such  approvals  being the "20% Approval") and (ii) the increase
in the number of  authorized  shares of Common  Stock of the Company (the "Share
Authorization  Increase  Approval") such that at least 10,000,000  shares can be
reserved for this  Offering.  In  connection  with such  shareholder  vote,  the
Company  shall use its best efforts to cause all  officers and  directors of the
Company to  promptly  enter  into  irrevocable  agreements  to vote all of their
shares in favor of eliminating such  prohibitions.  As soon as practicable after
the 20%  Approval and the Share  Authorization  Increase  Approval,  the Company
agrees to use its best efforts to reserve  10,000,000 shares of Common Stock for
issuance under this Agreement,  which shall first be reserved toward the Warrant
Shares  issuable upon exercise of the  Commitment  Warrant until an aggregate of
1,000,000 shares are so reserved, with the remainder to be reserved for issuance
as Put  Shares  and  Warrant  Shares  issuable  upon  exercise  of the  Purchase
Warrants.  The Company shall not file the Registration Statement required by the
Registration  Rights Agreement until the Share  Authorization  Increase Approval
has been obtained,  and the parties understand that this may delay the Company's
ability to initiate  Puts  indefinitely,  provided that nothing in this sentence
shall  limit  the  Company's  obligations  under  this  Agreement  or any of the
agreements referred to herein.

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

     6. Covenants of the Company

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

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

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

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

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<PAGE>

the  Company or owner of twenty  percent  (20%) or more of the  Common  Stock or
other securities of the Company.

          6.5 Rights of First Refusal.

               6.5.1  Capital  Raising  Limitations.  During the period from the
date of  this  Agreement  until  the  date  that is six  (6)  months  after  the
Termination Date, the Company shall not issue or sell, or agree to issue or sell
Equity  Securities  (as  defined  below),  for cash in private  capital  raising
transactions without obtaining the prior written approval of the Investor of the
Offering (the limitations  referred to in this subsection 6.5.1 are collectively
referred to as the "Capital  Raising  Limitations").  For purposes  hereof,  the
following shall be collectively  referred to herein as, the "Equity Securities":
(1)  Common  Stock or any  other  equity  securities,  (ii)  any debt or  equity
securities which are convertible into, exercisable or exchangeable for, or carry
the  right to  receive  additional  shares  of  Common  Stock  or  other  equity
securities,  or (iii) any  securities of the Company  pursuant to an equity line
structure or format similar in nature to this Offering.

               6.5.2 Investor's  Right of Fist Refusal.  For any private capital
raising  transactions of Equity Securities which close after the date hereof and
on or prior to the date that is six (6) months year after the  Termination  Date
of this Agreement,  not including any warrants issued in conjunction  with  this
Investment  Agreement,  the Company agrees to deliver to Investor,  at least ten
(10) days  prior to the closing of such  transaction,  written notice describing
the  proposed  transaction,  including  the terms and  conditions  thereof,  and
providing  the Investor  and its  affiliates  an option  during the ten (10) day
period  following  delivery  of such  notice to purchase  the  securities  being
offered  in  such  transaction  on  the  same  terms  as  contemplated  by  such
transaction.

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

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

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

                                       29
<PAGE>

each Put Date,  receive an opinion letter from the Company's  legal counsel,  in
the form attached as Exhibit I or in such form as agreed upon by the parties.

          6.8 Removal of Legend. If the certificates representing any Securities
are  issued  with a  restrictive  Legend  in  accordance  with the terms of this
Agreement, the Legend shall be removed and the Company shall issue a certificate
without such Legend to the holder of any Security upon which it is stamped,  and
a certificate for a security shall be originally  issued without the Legend,  if
(a) the sale of such  Security is  registered  under the Act, or (b) such holder
provides the Company with an opinion of counsel,  in form,  substance  and scope
customary for opinions of counsel in  comparable  transactions  (the  reasonable
cost of which shall be borne by the Investor),  to the effect that a public sale
or transfer of such Security may be made without  registration under the Act, or
(c) such  holder  provides  the Company  with  reasonable  assurances  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 use its  reasonable  best  efforts  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) when
listed,  use its best  efforts to continue the listing and trading of its Common
Stock on the  O.T.C.  Bulletin  Board or to become  eligible  for and listed and
available  for trading on the Nasdaq Small Cap Market,  the NMS, or the New York
Stock  Exchange  ("NYSE");  and (ii) comply in all  material  respects  with the
Company's reporting,  filing and other obligations under the By-Laws or rules of
the National Association of Securities Dealers (" NASD") and such exchanges,  as
applicable.

          6.10 The Company's  Instructions to Transfer  Agent.  The Company will
instruct the Transfer Agent of the Common Stock,  by delivering  instructions in
the form of Exhibit T hereto, to issue  certificates,  registered in the name of
each  Investor or its  nominee,  for the Put Shares and  Warrant  Shares in such
amounts as  specified  from time to time by the Company upon any exercise by the
Company of a Put and/or  exercise of the  Warrants by the holder  thereof.  Such
certificates  shall not bear a Legend unless issuance with a Legend is permitted
by the terns 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 fore,  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

                                       30
<PAGE>

issuance  and  transfer,  without the  necessity of showing  economic.  loss and
without any bond or other security being required.

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

          6.12 Press  Release.  The Company  agrees to provide to the Investor a
copy  of any  proposed  press  release  or  other  public  announcement  ("Press
Release") to be issued by the Company in connection  with this Offering at least
2  business  days prior to its  release.  The  Investor  shall have the right to
approve any Press Release issued by the Company in connection with the Offering,
which approval shall not be unreasonably withheld by Investor.

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

     7. Investor Covenant/Miscellaneous.

          7.1 Representations and Warranties Survive the Closing;  Severability.
Investor's and the Company's  representations  and warranties  shall survive the
Investment   Date  and  any  Put   Closing   contemplated   by  this   Agreement
notwithstanding  any due  diligence  investigation  made by or on  behalf of the
party  seeking  to rely  thereon  for a  period  not to  exceed  six (6)  months
following  the  later of (i) the  Termination  Date,  or (ii) the date  that the
Commitment Warrant has been fully and completely  exercised.  In  the event that
any provision of this  Agreement  becomes or is declared by a court of competent
jurisdiction  to be  illegal,  unenforceable  or void,  or is  altered by a term
required  by  the  Securities   Exchange   Commission  to  be  included  in  the
Registration  Statement,  this Agreement shall continue in full force and effect
without  said  provision;  provided  that  if  the  removal  of  such  provision
materially changes the economic benefit of this Agreement to the Investor,  this
Agreement shall terminate.

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

                                       31
<PAGE>

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

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

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

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

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

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

     8. Subscription and Wiring Instructions; Irrevocability.

          8.1 Subscription

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

                                       32
<PAGE>

          (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.

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

     9. Indemnification.

     In consideration of the Investor's execution and delivery of the Investment
Agreement,  the Registration Rights Agreement and the Warrants (the "Transaction
Documents")  and acquiring the  Securities  thereunder and in addition to all of
the Company's other  obligations  under the Transaction  Documents,  the Company
shall  defend,  protect,  indemnify  and hold  harmless  Investor and all of its
stockholders,  officers,  directors,  employees and direct or indirect investors
and  any  of  the  foregoing  person's  agents,   members,   partners  or  other
representatives  (including,  without  limitation,  those retained in connection
with  the  transactions  contemplated  by  this  Agreement)  (collectively,  the
"Indemnitees")  from and against any and all actions,  causes of action,  suits,
claims, losses, costs, penalties, fees, liabilities and damages. and expenses in
connection therewith  (irrespective of whether any such Indemnitee is a party to
the  action  for which  indemnification  hereunder  is  sought),  and  including
reasonable  attorney's fees and disbursements  (the "Indemnified  Liabilities"),
incurred by any Indemnitee as a result of, or arising out of, or relating to (a)
any  material  misrepresentation  or material  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

                                       33
<PAGE>

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 one such counsel to be paid by the Indemnitor,  if representation of
such  Indemnified  Party by the  counsel  retained  by the  Indemnitor  would be
inappropriate  due to actual or  potential  conflicts  of interest  between such
Indemnified  Party and any  other  party  represented  by such  counsel  in such
proceeding.  The failure to deliver  written notice to the  Indemnitor  within a
reasonable time of the  commencement  of any such action,  if prejudicial to the
Indemnitor's  ability to defend such action, shall relieve the Indemnitor of any
liability to the Indemnified  Party under this Section 9, but the omission to so
deliver  written notice to the  Indemnitor  will not relieve it of any liability
that it may have to any Indemnified Party other than under this Section 9 to the
extent it is prejudicial.

                           [INTENTIONALLY LEFT BLANK]

                                       34
<PAGE>


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 no: 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 o 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)  (X)  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] ______________________________________________________

                                       35
<PAGE>

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

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

Dated this 19th day of May, 2000


/s/ Eric S. Swartz                          SWARTZ PRIVATE EQUITY,  LLC
------------------------------------        ------------------------------------
Your signature                              PRINT EXACT NAME IN WHICH YOU WANT
                                            THE SECURITIES TO BE REGISTERED

ERIC S. SWARTZ                              SECURITY DELIVERY INSTRUCTIONS:
------------------------------------        ------------------------------------
Name: Please Print                          Please type or print address where
                                            your security is to be Delivered

MANAGER                                     ATTN: ERIC S. SWARTZ
------------------------------------              ------------------------------
Title/Representative Capacity (if applicable)     200 ROSWELL SUMMIT, SUITE 285

SWARTZ PRIVATE EQUITY, LLC                  1080 HOLCOMB BRIDGE ROAD
------------------------------------        ------------------------------------
Name of Company You Represent (if applicable)             Street Address

ROSWELL, GEORGIA, U.S.A.                    ROSWELL, GEORGIA 30076, U.S.A.
------------------------------------        ------------------------------------
Place of Execution of this Agreement        City, State or Province, Country,
                                            Offshore Postal Code

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

ATTN: ______________________________        ATTN: ______________________________


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


------------------------------------        ------------------------------------
City, State or Province, Country,           City, State or Country, Offshore
Offshore Postal Code                        Postal Code

Telephone:  ________________________        Telephone:  ________________________
Facsimile:  ________________________        Facsimile:  ________________________
Facsimile:  ________________________        Facsimile:  ________________________

THIS AGREEMENT IS ACCEPTED BY THE COMPANY IN THE AMOUNT OF THE MAXIMUM  OFFERING
AMOUNT ON THE 19th DAY OF MAY, 2000.

                                        NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                                        By: /s/ John Thatch
                                            ------------------------------------
                                            John Thatch, President and CEO

                                        Address:  Attn: John Thatch
                                                  101 Philippe Parkway
                                                  Suite 300
                                                  Safety Harbor, FL 34695
                                                  Telephone:  (727) 797-6664
                                                  Facsimile:  (727) 797-7770