SERIES 1 CONVERTIBLE NOTE PURCHASE AGREEMENT

                                     between

                      AMERICAN MILLENNIUM CORPORATION, INC.
                                 (the "Company")

                                       and

                            Rodney R. Schoemann, Sr.
                                (the "Purchaser")


Dated as of April 18, 2001

This SERIES 1 CONVERTIBLE NOTE PURCHASE AGREEMENT provides for the offer, sale,
issuance, and delivery of up to $300,000 in principal amount of Series 1
Convertible Notes with Purchase Warrants. In connection with the Closing under
the Agreement, the Company shall issue $300,000 principal amount of Convertible
Notes convertible into 1,363,636 shares of Common Stock of the Company at $0.22
per share. With such Convertible Notes the Company will issue Purchase Warrants
entitling the holder thereof to purchase up to 1,363,636 shares of the Common
Stock of the Company at an exercise price of $0.27 per share.

These subscription documents do not constitute an offer to sell nor a
solicitation of an offer to buy any security. The securities of the Company (the
"Securities") referred to herein have not been registered under the United
States Securities Act of 1933, as amended (the "Act"), or under the securities
laws of the several states. These Securities may be acquired for investment
purposes only and not with a view to distribution or resale, and may not be
sold, assigned, mortgaged, pledged, hypothecated or otherwise transferred
without an effective registration statement for such Securities under the Act,
unless exempt under the Act and applicable state securities laws.

THESE MATERIALS HAVE NOT BEEN REVIEWED, APPROVED OR RECOMMENDED BY THE U.S.
SECURITIES AND EXCHANGE COMMISSION (THE "SEC") OR ANY STATE SECURITIES
ADMINISTRATOR, NOR HAS THE SEC OR ANY STATE SECURITIES ADMINISTRATOR PASSED UPON
THE ACCURACY OR ADEQUACY OF THESE MATERIALS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON
THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE
MERITS AND RISKS INVOLVED.

AN INVESTMENT IN THE CORPORATION INVOLVES ALL OF THE RISKS GENERALLY ASSOCIATED
WITH ANY SPECULATIVE BUSINESS VENTURE AND IS OFFERED ONLY TO PERSONS WHO
UNDERSTAND AND WHO CAN AFFORD TO ASSUME SUCH RISKS. SEE "RISK FACTORS".
INVESTORS WILL BE REQUIRED TO REPRESENT THAT THEY ARE FAMILIAR WITH AND
UNDERSTAND THE TERMS OF THE INVESTMENT. THESE SECURITIES MAY BE OFFERED AND SOLD
BY THE COMPANY ONLY TO ACCREDITED INVESTORS AS DEFINED UNDER FEDERAL AND STATE
SECURITIES LAWS.

TABLE OF SCHEDULES AND EXHIBITS

Exhibit A                  Form of Warrant
Exhibit B                  Registration Rights Agreement




<PAGE>



                  SERIES 1 CONVERTIBLE NOTE PURCHASE AGREEMENT


THIS SERIES 1 CONVERTIBLE NOTE PURCHASE AGREEMENT (the "Agreement") is made and
entered into as of this 18th day of April, 2001, by and between AMERICAN
MILLENNIUM CORPORATION, INC., a New Mexico corporation (the "Company"), and
Rodney R. Schoemann, Sr. (the "Purchaser").

                                   Background

         The Company has authorized the issuance, sale, and delivery of up to
$300,000 in original principal amount of the Company's Series 1 Convertible
Notes. The Convertible Notes are convertible after 30 days following the Closing
into Common Stock of the Company, par value $.001 per share (the "Common
Stock"), at a conversion price as set forth in the Convertible Notes. The shares
of Common Stock issuable upon conversion of the Convertible Notes are
hereinafter referred to as the "Conversion Shares". In connection with the
issuance of the Convertible Notes, the Company has authorized the issuance of
Warrants, in the form attached hereto as Exhibit A (the "Purchase Warrants"), to
purchase Common Stock. The Purchaser will be issued a Purchase Warrant at
closing exercisable after 30 days following the Closing for ONE SHARE (at
exercise price of $0.27 per share) of Common Stock for each twenty two cents
($0.22) in principal amount of Convertible Notes purchased. The Purchase
Warrants are hereinafter collectively referred to as the "Warrants" and
individually as a "Warrant". The shares of Common Stock issuable upon exercise
of the Warrants are hereinafter referred to as the "Warrant Shares". The
proceeds of the Convertible Notes will be used for general working capital. The
Purchaser desires to purchase, upon the terms and conditions stated in this
Agreement, up to $300,000 in principal amount of the Convertible Notes.
Contemporaneously with the execution and delivery of this Agreement, the parties
hereto are executing and delivering a Registration Rights Agreement in the form
attached hereto as Exhibit B (the "Registration Rights Agreement") pursuant to
which the Company has agreed to provide certain registration rights in respect
of the Conversion Shares and the Warrant Shares under the Securities Act of
1993, as amended ("1933 Act"), and the rules and regulations promulgated
thereunder, and applicable state securities laws. The SB-2 Registration is to
become Effective by May 31, 2001 (Effective Deadline.) The Company and the
Purchaser are executing and delivering this Agreement in reliance upon the
exemption from securities registration pursuant to Section 4(2) and/or Section
4(6) of the 1933 Act.

                                    Agreement

For and in consideration of the premises and the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and the Purchaser hereby agree as
follows:



Section 1.        Convertible Notes.

         Section 1.1 _______ Authorization, Issuance, and Sale of Notes. The
Company has authorized the sale and issuance, in accordance with the terms of
this Agreement, of up to $300,000 in principal amount of its Convertible Notes
at one or more closings. The Company agrees to issue and sell to the Purchaser
and the Purchaser agrees to purchase from the Company, at a Closing, a
Convertible Note in the principal amount (the "Purchaser Convertible Notes") set
forth adjacent to the caption "Purchaser Convertible Notes" on the signature
page to this Agreement of the Purchaser hereto at a purchase price (the
"Purchase Price") of 100% of the principal amount of the Convertible Notes
purchased.

         Section 1.2 _______ Authorization and Issuance of Purchase Warrants.
The Company has authorized the issuance and delivery of Purchase Warrants
exercisable for up to 1,363,636 shares of Common Stock in connection with the
issuance, sale, and delivery of the Convertible Notes. The Company agrees to
issue and deliver to the Purchaser a Purchase Warrant for ONE SHARE (at exercise
price of $0.27 per share) of Common Stock for each twenty two cents ($0.22) in
principal amount of the Convertible Notes purchased by such Purchaser subject to
this Section 1.2.

         Section 1.3 _______ Form of Payment. On or before the Closing Date, the
Purchaser shall pay the Purchase Price for the Purchased Convertible Notes to be
issued and sold to such Purchaser at the Closing, by delivering to the company a
personal check of Purchaser, or by wire transfer of immediately available funds
to:

Bank:             Wells Fargo Bank West, N.A.
                  320 Lincoln Ave.
                  Steamboat Springs, CO  80487
Routing: 102000076

Account #:        644-8014100       American Millennium Corporation, Inc.

         Section 1.4 _______ Closing. All closings of the purchase and sale of
the Purchased Convertible Notes shall take place at the offices American
Millennium Corporation, 1010 Tenth Street, Suite 100, Golden, CO. 80401, within
five (5) business days following the date that the consideration is received by
American Millennium Corporation, Inc. subject to notification of satisfaction
(or waiver) of the conditions to the Closing set forth in Section 5 below (such
closing being called the "First Closing" and such date and time being called the
"First Closing Date"). All such Closings may alternatively be conducted by
exchange of documents and signatures by overnight courier.

         Section 1.5 Deliveries at Closing. At the Closing the Company
shall deliver to the Purchaser:

               (a) the original of this Agreement;

               (b) ______ Convertible Notes in definitive form, each registered
          in the name of each Purchaser, or the designee of such Purchaser,
          representing the Purchaser Convertible Notes purchased by such
          Purchaser;

               (c) Purchase Warrants in definitive form, registered in the name
          of each Purchaser, or the designee of such Purchaser; Section 1.6
          TERMS OF THE CONVERTIBLE NOTE PURCHASE AGREEMENT AND OPTION:

This SERIES 1 CONVERTIBLE NOTE PURCHASE AGREEMENT provides for the offer, sale,
issuance, and delivery of up to $300,000.00 in principal amount of Series 1
Convertible Notes with Purchase Warrants. In connection with the Closing under
the Agreement, the Company shall issue $300,000.00 principal amount of
Convertible Notes convertible into 1,363,636 shares of Common Stock of the
Company at twenty-two ($0.22) cents per share. With such Convertible Notes the
Company will issue Purchase Warrants entitling the holder thereof to purchase up
to 1,363,636 shares of the Common Stock of the Company at an exercise price of
twenty-seven ($0.27) cents per share, for a period of five years from the date
of this Agreement. The $300,000.00 principle amount will be paid in Four (4)
installments. On or before April 23, 2001 (the "First Closing"), $100,000.00
will be delivered to the company as referenced in Section 1.3 herein. On or
before May 23, 2001 (the "Second Closing"), an additional $50,000.00 will be
delivered to the company as referenced in Section 1.3 herein. On or before June
3, 2001 (the "Third Closing"), an additional $50,000.00 will be delivered to the
company as referenced in Section 1.3 herein. On or before June 23, 2001 (the
"Fourth Closing"), and final closing, an additional $100,000.00 will be
delivered to the company as referenced in Section 1.3 herein. The Third Closing
for $50,000.00 and Fourth Closings for $100,000.00, at the sole discretion of
the Purchaser, are not binding and do not have to be made, IF the SB-2
Registration Statement presently on file with the SEC has not been declared
Effective by the SEC on or before May 31, 2001. In addition, if at any time the
average closing bid price for a consecutive five day period is below twenty-two
($0.22) cents per share, during the Four Closings, the conversion price of the
shares of common stock of twenty-two ($0.22) cents per share will be adjusted
lower to reflect such changes in price, and the conversion price of the Warrants
will also be lowered to reflect the new conversion price. In NO event will the
Purchaser pay more than twenty-two ($0.22) cents per share.


Section 2.        Representations and Warranties of the Company.

         To induce the Purchaser to purchase the Convertible Notes, the Company
represents and warrants to the Purchaser.

         Section 2.1 _______ Organization and Qualification. The Company is a
corporation duly organized, validly existing, and in good standing under the
laws of the jurisdiction of its incorporation, and has the requisite corporate
power to own its properties and to carry on its business as now being conducted.
The Company is duly qualified as a foreign corporation to do business and is in
good standing in each jurisdiction in which the nature of the business conducted
by it makes such qualification necessary, except to the extent that the failure
to be so qualified or be in good standing would not have a material adverse
effect on the Company. The Company has no subsidiaries.

         Section 2.2       Authorization, Enforcement, Compliance with Other
Instruments.

               (a) ______ The Company has the requisite corporate power and
          authority to enter into and perform each of this Agreement, the
          Convertible Notes, the Purchase Warrants, the Registration Rights
          Agreement, the Escrow Agreement, the Transfer Agent Instructions, and
          any related agreements (collectively, the "Transaction Agreements" and
          individually a "Transaction Agreement"), and to issue the Convertible
          Notes, the Conversion Shares, the Purchase Warrants and the Warrant
          Shares in accordance with the terms hereof and thereof;

               (b) ______ the execution and delivery by the Company of each of
          the Transaction Agreements and the consummation by it of the
          transactions contemplated thereby, including without limitation the
          issuance of the Convertible Notes, the Purchase Warrants, and the
          reservation for issuance and the issuance of the Conversion Shares
          upon conversion of the Convertible Notes, the Warrant Shares upon
          exercise of the Purchase Warrants (the Convertible Notes, the
          Conversion Shares, the Purchase Warrants, and the Warrant Shares are
          hereinafter collectively, the "Securities") have been duly authorized
          by the Company's Board of Directors and no further consent or
          authorization is required by the Company, its Board of Directors, or
          its stockholders for the due and valid issuance of the Securities;

               (c) each of the Transaction Agreements have been duly and validly
          executed and delivered by the Company; and

               (d) ______ each of the Transaction Agreements constitutes the
          valid and binding obligation of the Company enforceable against the
          Company in accordance with its terms, except as such enforceability
          may be limited by general principles of equity or applicable ___
          bankruptcy, ___ insolvency, ___ reorganization, moratorium,
          liquidation, or similar laws relating to, or affecting generally, the
          enforcement of creditors' rights and remedies.

         Section 2.3 _______ Capitalization. Immediately prior to Closing, the
authorized capital stock of the Company consisted of 70,000,000 shares of
capital stock, of which 60,000,000 shares are Common Stock, par value $.001 per
share, and 10,000,000 shares are Preferred Stock, par value $.001 per share
("Preferred Stock") of which no shares are issued and outstanding. All of such
outstanding shares have been validly issued and are fully paid and
nonassessable. No shares of Common Stock or Preferred Stock are subject to
preemptive rights or any other similar rights or any liens or encumbrances
suffered or permitted by the Company. As of the effective date of this
Agreement, (a) there are no outstanding options, warrants, scrip, rights to
subscribe to, calls, or commitments of any character whatsoever relating to, or
securities or rights convertible into, any shares of capital stock of the
Company, or contracts, commitments, understandings, or arrangements by which the
Company is or may become bound to issue additional shares of capital stock of
the Company, or options, warrants, scrip, rights to subscribe to, calls or
commitments of any character whatsoever relating to, or securities or rights
convertible into, any shares of capital stock of the Company, (b) there are no
outstanding debt securities and (c) there are no agreements or arrangements
under which the Company is obligated to register the sale of any of their
securities under the 1933 Act (except the Registration Rights Agreement). There
are no securities or instruments containing anti-dilution or similar provisions
that will be triggered by the issuance of the Securities as described in this
Agreement. The Company has furnished to the Purchaser true and correct copies of
the Company's Articles of Incorporation, as amended and as in effect on the date
hereof (the "Articles of Incorporation"), and the Company's Bylaws, as in effect
on the date hereof (the "Bylaws"), and the terms of all securities convertible
into or exercisable for Common Stock and the material rights of the holders
thereof in respect thereto.

         Section 2.4 _______ Issuance of Securities. The Convertible Notes have
been duly authorized and are free from all taxes, liens, and charges with
respect to the issue thereof. The Warrants have been duly authorized and are
free from all taxes, liens, and charges with respect to the issuance thereof.
The Conversion Shares issuable upon conversion of the Convertible Notes have
been duly authorized and reserved for issuance. The Warrant Shares issuable upon
exercise of the Warrants have been duly authorized and reserved for issuance.
Upon conversion of the Convertible Notes and exercise of the Warrants, the
Conversion Shares and the Warrant Shares, respectively, will, be duly and
validly issued, fully paid, and nonassessable, and free from all taxes, liens,
and charges, with respect to the issuance thereof, with the holders being
entitled to all rights accorded to a holder of Common Stock.

         Section 2.5 _______ No Conflicts. The execution, delivery and
performance of this Agreement and the Transaction Agreements by the Company, and
the consummation by the Company of the transactions contemplated hereby and
thereby, will not (a) result in a violation of the Articles of Incorporation,
any Certificate of Designations, Preferences, and Rights applicable to any
Preferred Stock of the Company, or the Bylaws of the Company or (b) conflict
with, constitute a default (or an event which with notice or lapse of time or
both would become a default) under, or give to others any rights of termination,
amendment, acceleration, or cancellation of, any agreement, indenture, or
instrument to which the Company is a party, or result in a violation of any law,
rule, regulation, order, judgment, or decree (including federal and state
securities laws and regulations and the rules and regulations of the principal
market or exchange on which the Common Stock is traded or listed) applicable to
the Company or by which any property or asset of the Company is bound or
affected. The Company is not in violation of any term of, or in default under,
its Articles of Incorporation or Bylaws or their organizational charter or
Bylaws, respectively, or any material contract, agreement, mortgage,
indebtedness, indenture, instrument, judgment, decree, or order or any statute,
rule, or regulation applicable to the Company. The business of the Company is
not being conducted, and shall not be conducted in violation of any law,
ordinance, or regulation of any governmental entity. Except as specifically
contemplated by this Agreement and the other Transaction Agreements, and as
required under the 1933 Act and any applicable state securities laws, the
Company is not required to obtain any consent, authorization, or order of, or
make any filing or registration with, any court or governmental agency in order
for it to execute, deliver, and perform any of its obligations under or
contemplated by this Agreement and the Transaction Agreements in accordance with
the terms hereof or thereof. All consents, authorizations, orders, filings, and
registrations which the Company is required to obtain pursuant to the preceding
sentence have been obtained or effected on or prior to the date hereof. The
Company is unaware of any facts or circumstances which might give rise to any of
the foregoing.

         Section 2.6 _______ Financial Statements. Attached is the July 31, 2000
financial statements of the Company together with the audit report dated
November 15, 2000. The Financial Statements (i) are in accordance with the books
and records of the Company, (ii) present fairly the financial condition of the
Company as of the respective dates indicated and the results of operations for
such periods, and (iii) the audited Financial Statements have been prepared with
consistently applied accounting principles throughout the periods involved. The
Financial Statements do not contain any items of special or nonrecurring income,
or other income not earned in the ordinary course of business, except as
specifically set forth in the notes to the Financial Statements. The financial
books, financial records, and financial accounts of the Company shown to the
Purchaser accurately and fairly reflect, in reasonable detail, all transactions,
assets, and liabilities of the Company. The Company has not engaged in any
transaction, maintained any bank account, or used any of the funds of the
Company, except for transactions, bank accounts, and funds which have been and
are reflected in the normally maintained books and records of the Company. There
is no liability or indebtedness of the Company for dividends or other
distributions declared or accumulated but unpaid with respect to the Common
Stock or the Purchased Convertible Notes. No other information provided by or on
behalf of the Company to the Purchaser which is not included in the Financial
Statements, including, without limitation, information referred to in Section
2.4 of this Agreement, contains any untrue statement of a material fact or omits
to state any material fact necessary in order to make the statements therein, in
the light of the circumstance under which they are or were made, not misleading.

         Section 2.7 _______ Absence of Certain Changes. Since the date of the
most recent audited Balance Sheet included in the Financial Statements, there
has been no material adverse change and no material adverse development in the
business, properties, operations, financial condition, results of operations, or
prospects of the Company. The Company has not taken any steps, and does not
currently expect to take any steps, to seek protection pursuant to any
bankruptcy law nor does the Company have any knowledge or reason to believe that
its creditors intend to initiate involuntary bankruptcy proceedings.

         Section 2.8 _______ Absence of ___ Litigation. ___ There is no action,
___ suit, ___ proceeding, ___ inquiry, ___ or investigation before or by any
court, public board, government agency, self-regulatory organization, or body
pending or, to the knowledge of the Company, threatened against or affecting the
Company, the Convertible Notes, the Common Stock, wherein an unfavorable
decision, ruling or finding would (a) have a material adverse effect on the
transactions contemplated hereby, (b) adversely affect the validity or
enforceability of, or the authority or ability of the Company to perform its
obligations under the Transaction Agreements, or any of the other documents
contemplated therein, or have a material adverse effect on the business,
operations, properties, financial condition, or results of operation of the
Company taken as a whole.

         Section 2.9 _______ Purchase of Purchased Convertible Notes. The
Company acknowledges and agrees that the Purchaser is acting solely in the
capacity of an arm's length purchaser with respect to this Agreement and the
other Transaction Agreements and the transactions ___ contemplated hereby and
thereby. The Company further acknowledges that the Purchaser is not acting as a
financial advisor or agent or fiduciary of the Company (or in any similar
capacity) with respect to this Agreement and the transactions contemplated
hereby and any advice given by such Purchaser or any of their respective
representatives or agents in connection with this Agreement and the transactions
contemplated hereby is merely incidental to such Purchaser's purchase of the
Securities. The Company further represents to the Purchaser that the Company's
decision to enter into this Agreement has been based solely on the independent
evaluation by the Company and its representatives.

         Section 2.10 ______ No Undisclosed Events, Liabilities, ___
Developments, or Circumstances. No event , liability, development, or
circumstance has occurred or exists, or is contemplated to occur, with respect
to the Company or its business, properties, prospects, operations, or financial
condition, which could be material but which has not been publicly announced or
disclosed in writing to the Purchaser.

         Section 2.11 ______ No General Solicitation. Neither the Company, nor
any of its affiliates, nor any person acting on its or their behalf, has engaged
in any form of general solicitation or general advertising (within the meaning
of Regulation D under the 1933 Act) in connection with the offer or sale of the
Securities. The Company represents that it has not offered the Securities to
Purchasers in the U.S. or, to the best knowledge of the Company, to any person
in the United States or any U.S. person.

         Section 2.12 ______ No Integrated Offering. Neither the Company, nor
any of its affiliates, nor any person acting on its or their behalf has,
directly or indirectly, made any offers or sales of any security or solicited
any offers to buy any security, under circumstances that would require
registration of the Securities under the 1933 Act or cause this offering of
Securities to be integrated with prior offerings by the Company for purposes of
the 1933 Act or any applicable stockholder approval provisions.

         Section 2.13 ______ Employee Relations. The Company is not involved in
any labor dispute nor, to the knowledge of the Company, is any such dispute
threatened. None of the Company's employees is a member of a union and the
Company believes that its relations with its employees are good.

         Section 2.14 ______ Intellectual Property Rights. The Company owns or
possesses adequate rights or licenses to use all trademarks, trade names,
service marks, service mark registrations, service names, patents, patent
rights, copyrights, inventions, licenses, approvals, governmental
authorizations, trade secrets, and rights necessary to conduct its business as
now conducted. None of the Company's trademarks, trade names, service marks,
service mark registrations, service names, patents, patent rights, copyrights,
inventions, licenses, approvals, government authorizations, trade secrets, or
other intellectual property rights have expired or terminated, or are expected
to expire or terminate in the near future. The Company does not have any
knowledge of any infringement by the Company of the trademark, trade name
rights, patents, patent rights, copyrights, inventions, licenses, service names,
service marks, service mark registrations, trade secret, or other similar rights
of others, or of any such development of similar or identical trade secrets, or
technical information by others and, there is no claim, action, or proceeding
being made or brought against, or to the Company's knowledge, being threatened
against, the Company regarding trademark, trade name, patents, patent rights,
invention, copyright, license, service names, service marks, service mark
registrations, trade secret, or other infringement, and the Company is unaware
of any facts or circumstances which might give rise to any of the foregoing. The
Company has taken reasonable security measures to protect the secrecy,
confidentiality, and value of all of its intellectual properties.

         Section 2.15 ______ Environmental Laws. The Company is in compliance
with any and all applicable foreign, federal, state, and local laws and
regulations relating to the protection of human health and safety, the
environment, or hazardous, toxic substances, wastes, pollutants, or contaminants
("Environmental Laws"), (b) has received all permits, licenses, or other
approvals required of it under applicable Environmental Laws to conduct its
business, and (c) is in compliance with all terms and conditions of any such
permit, license, or approval.

         Section 2.16 ______ Title. The Company has good and marketable title in
fee simple to all real property and good and marketable title to all personal
property owned by it which is material to the business of the Company, in each
case free and clear of all liens, encumbrances, and defects, or as do not
materially affect the value of such property and do not interfere with the use
made and proposed to be made of such property by the Company. Any real property
and facilities held under lease by the Company is held by it under valid,
subsisting, and enforceable leases with such exceptions as are not material, and
do not interfere with the use made and proposed to be made of such property and
buildings by the Company.

         Section 2.17 ______ Insurance. The Company is insured by insurers of
recognized financial responsibility against such losses and risks, and in such
amounts, as management of the Company believes to be prudent and customary in
the business in which the Company is engaged. The Company has been refused any
insurance coverage sought or applied for, and the Company has no reason to
believe that it will not be able to renew its existing insurance coverage as and
when such coverage expires or to obtain similar coverage from similar insurers
as may be necessary to continue its business at a cost that would not materially
and adversely affect the condition, financial, or otherwise, or the earnings,
business, or operations of the Company.

         Section 2.18 ______ Regulatory Permits. The Company possesses all
certificates, ___ authorizations, and permits issued by the appropriate federal,
state, or foreign regulatory authorities necessary to conduct its business, and
the Company has not received any notice of proceedings relating to the
revocation or modification of any such certificate, authorization, or permit.

         Section 2.19 ______ Internal Accounting Controls. The Company maintains
a system of internal accounting controls sufficient to provide reasonable
assurance that (a) transactions are executed in accordance with management's
general or specific authorizations, (b) transactions are recorded as necessary
to permit preparation of financial statements in conformity with generally
accepted accounting principles and to maintain asset accountability, (c) access
to assets is permitted only in accordance with management's general or specific
authorization, and (d) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.

         Section 2.20 ______ No Materially Adverse Contracts, Etc. The Company
is not subject to any charter, corporate, or other legal restriction, or any
judgment, decree, order, rule, or regulation which in the judgment of the
Company's officers has, or is expected in the future to have, a material adverse
effect on the business, properties, operations, financial condition, results of
operations, or prospects of the Company. The Company is not a party to any
contract or agreement which in the judgment of the Company's officers has, or is
expected to have, a material adverse effect on the business, properties,
operations, financial condition, results of operations, or prospects of the
Company.

         Section 2.21 ______ Tax Status. The Company has made or filed all
federal and state income and all other tax returns, reports, and declarations
required by any jurisdiction to which it is subject (unless and only to the
extent that the Company has set aside on its books provisions reasonably
adequate for the payment of all unpaid and unreported taxes), and has paid all
taxes and other governmental assessments and charges that are material in
amount, shown or determined to be due on such returns, reports, and
declarations, except those being contested in good faith and has set aside on
its books provision reasonably adequate for the payment of all taxes for periods
subsequent to the periods to which such returns, reports, or declarations apply.
There are no unpaid taxes in any material amount claimed to be due by the taxing
authority of any jurisdiction, and the officers of the Company know of no basis
for any such claim.

         Section 2.22 ______ Certain Transactions. Except as set forth in
Section 2.22 of this Agreement and in the SEC Documents, and except for arm's
length transactions pursuant to which the Company makes payments in the ordinary
course of business upon terms no less favorable than the Company could obtain
from third parties, and 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.

         Section 2.23 ______ Dilutive Effect. ___ The Company ___ understands
and acknowledges that the number of Conversion Shares issuable upon conversion
of the Convertible Notes will increase in certain circumstances. The Company
understands and acknowledges that the number of Warrant Shares issuable upon
exercise or conversion of the Purchase Warrants will increase in certain
circumstances. The Company further acknowledges that its obligation to issue
Conversion Shares upon conversion of the Convertible Notes and Warrant Shares
upon exercise or conversion of the Purchase Warrants in accordance with this
Agreement, the Convertible Notes and the Purchase Warrants is absolute and
unconditional regardless of the dilutive effect that such issuance may have on
the ownership interests of other stockholders of the Company.

         Section 2.24 ______ Fees and Rights of First Refusal. The Company is
not obligated to offer the securities offered hereunder on a right of first
refusal basis or otherwise to any third parties including, but not limited to,
current or former shareholders of the Company, underwriters, brokers, agents, or
other third parties.

         Section 2.25 ______ Disclosure. Neither this Agreement nor any Schedule
or Exhibit hereto, contains an untrue statement of a material fact or omits a
material fact necessary to make the statements contained herein or therein not
misleading. None of the statements, documents, certificates or other items
prepared or supplied by the Company with respect to the transactions
contemplated hereby contains an untrue statement of a material fact or omits a
material fact necessary to make the statements contained therein not misleading.

         Section 2.26 ______ Cashless Exercise. The Company will have the all
shares of common stock underlying the warrants registered under the Securities
Act of 1933, as amended. The warrant holder, whether the undersigned or
otherwise, in lieu of any cash payment required hereunder, shall have the right
to exercise the warrants in whole or in part by surrendering the warrants in
exchange for the number of shares of the Company's common stock equal to (x) the
number of shares as to which the warrants are being exercised multiplied by (y)
a fraction, the numerator of which is the Market Price (as defined below) of the
common stock less the exercise price of the warrants being exercised, and the
denominator of which is such Market Price. The term "Market Price" means the
closing ask price per share of the common stock on the principal stock exchange
or market on which the common stock is then quoted or traded on the day
preceding the date on which written notice of election to exercise the warrants
has been given to the Company (a "cashless exercise"). If the warrant holder
opts for a cashless exercise of the warrants, no other consideration shall be
paid to the Company, other than surrendering the warrant itself, nor will there
be paid any commission or other remuneration to any other person or entity by
the warrant holder. In the event that the warrant holder is not permitted to
"tack" the holding period of the warrants to the holding period of the common
stock received upon the cashless exercise for purposes of satisfaction of the
holding period requirements of Rules 144(d)(3)(ii) and 144(k) under the
Securities Act of 1933, as amended, for whatever reason and there is no
presently filed registration statement effective as to the shares received or to
be received through the cashless exercise of this Warrant, the Company shall,
upon receipt of the written request of the warrant holder, promptly prepare and
file a registration statement with the U.S. Securities and Exchange Commission
with respect to all of the shares underlying this warrants.

Section 2.27 Piggyback Registration Rights. The Purchasers shall each be
entitled to unlimited "piggyback" registration rights in connection with all
registrations of securities by the Company under the Securities Act or in
connection with any demand registration of any security holder of the Company
(except for registrations on Form S-8 or Form S-4). The Company will bear all
registration expenses (exclusive of underwriting discounts and commissions) of
all piggyback registrations by each Investor.

         Section 2.28 SB-2. The Company agrees to file an SB-2 Registration
Statement with respect to the Securities and Warrants described herein as
required under SEC Regulation, and to provide a copy thereof to each Purchaser
promptly after such filing. The Company agrees to have the Registration
Agreement declared Effective by the SEC no later than May 31, 2001 (the
"Effective Deadline"). The Company shall, on or before the Closing Date, take
such action as the Company shall reasonably determine is necessary to qualify
the Securities for, or obtain exemption for the Securities for, sale to the
Purchaser at the Closing pursuant to this Agreement under applicable securities
or "Blue Sky" laws of the states of the United States, and shall provide
evidence of any such action so taken to the Purchaser on or prior to the Closing
Date.



Section 3.        Representations and Warranties of the Purchaser.

         The Purchaser represents and warrants to the Company that:

         Section 3.1 _______ Investment Purpose. Purchaser is acquiring the
Securities for its own account for investment only and not with a view towards,
or for resale in connection with, the public sale or distribution thereof,
except pursuant to sales registered or exempted under the 1933 Act; provided
however, that by making the representations herein, Purchaser does not agree to
hold any Securities for any minimum or other specific term and reserves the
right to dispose of the Securities at any time in accordance with or pursuant to
a registration statement or an exemption under the 1933 Act.

         Section 3.2   Accredited  Investor  Status.  Purchaser  is an
"accredited  investor" as that term is defined in Rule 501(a)(3) of
Regulation D.

         Section 3.3 _______ Reliance on Exemptions. Purchaser understands that
the Securities are being offered and sold to it in reliance on specific
exemptions from the registration requirements of the federal and state
securities laws and that the Company is relying in part upon the truth and
accuracy of, and Purchaser's compliance with, the representations, warranties,
agreements, acknowledgments, and understandings of Purchaser set forth herein in
order to determine the availability of such exemptions and the eligibility of
Purchaser to acquire such securities.

         Section 3.4 _______ Information. Purchaser and its advisors, if any,
have been furnished with all materials relating to the business, finances, and
operations of the Company and materials relating to the offer and sale of the
Securities, which have been requested by such Purchaser. Purchaser and its
advisors, if any, have been afforded the opportunity to ask questions of the
Company. Neither such inquiries nor any other due diligence investigations
conducted by Purchaser or its advisors, if any, or its representatives shall
modify, amend, or affect such Purchaser's right to rely on the Company's
representations and warranties contained in Section 3 hereof. Purchaser
understands that its investment in the Securities involves a high degree of
risk. Purchaser has sought such accounting, legal, and tax advice as it has
considered necessary to make an informed investment decision with respect to its
acquisition of the Securities. Purchaser has performed such due diligence as
Purchaser has desired prior to purchase of the Securities and is not relying on
the recommendation of Jack Augsback & Associates, Inc. in making its investment
decision.

         Section 3.5 _______ No Governmental Review. Purchaser understands that
no United States federal or state agency or any other government or governmental
agency has passed on or made any recommendation or endorsement of the
Securities, or the fairness or suitability of the investment in the Securities,
nor have such authorities passed upon or endorsed the merits of the offering of
the Securities.

         Section 3.6       Transfer  or  Resale;  Restricted  Securities.
Purchaser  understands  that  except  as provided in the Registration Rights
Agreement:

         (a) ______ the Securities have not been and are not being registered
         under the 1933 Act or any state securities laws, and may not be offered
         for sale, sold, assigned, or transferred unless;

                  (i)      subsequently registered thereunder;

                  (ii) _____ Purchaser shall have delivered to the Company an
                  opinion of counsel, in a generally acceptable form, to the
                  effect that such securities to be sold, assigned, or
                  transferred may be sold, assigned, or transferred pursuant to
                  an exemption from such registration; or

                  (iii) ____ Purchaser provides the Company with reasonable
                  assurance that such securities can be sold, assigned, or
                  transferred pursuant to Rule 144 or promulgated under the 1933
                  Act (or a successor rule thereto);

         (b) ______ any sale of such securities made in reliance on Rule 144
         promulgated under the 1933 Act (or a successor rule thereto) ("Rule
         144") may be made only in accordance with the terms of Rule 144 and
         further, if Rule 144 is not applicable, any resale of such securities
         under circumstances in which the seller (or the person through whom the
         sale is made) may be deemed to be an underwriter (as that term is
         defined in the 1933 Act) may require compliance with some other
         exemption under the 1933 Act or the rules and regulations of the SEC
         thereunder; and

         (c) ______ neither the Company nor any other person is under any
         obligation to register such securities under the 1933 Act or any state
         securities laws or to comply with the terms and conditions of any
         exemption thereunder.

         Section 3.7 _______ Legends. ___ Purchaser ___ understands ___ that the
___ certificates ___ or ___ other ___ instruments representing the Convertible
Notes and the Warrants shall bear a restrictive legend in substantially the
following form (and a stop transfer order may be placed against transfer of the
Convertible Notes and the Warrants):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED, OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE
STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

The legend set forth above shall be removed and the Company shall issue a
certificate without such legend to the holder of the Convertible Notes and the
Warrants, unless otherwise required by state securities laws if, (a) the sale of
the Convertible Notes and or the Warrants is registered under the 1933 Act, (b)
in connection with a sale transaction, such holder provides the Company with an
opinion of counsel, in a generally acceptable form, to the effect that a public
sale, assignment, or transfer of the Convertible Notes and or the Warrants may
be made without registration under the 1933 Act, or (c) such holder provides the
Company with reasonable assurances that the Convertible Notes and the Warrants
can be sold pursuant to Rule 144 without any restriction as to the number of
securities acquired as of a particular date that can then be immediately sold.

         Section 3.8 _______ Authorization Enforcement. This Agreement has been
duly and validly authorized, executed, and delivered on behalf of Purchaser and
is a valid and binding agreement of Purchaser enforceable in accordance with its
terms, subject as to enforceability to general principles of equity and to
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, and
other similar laws relating to, or affecting generally, the enforcement of
applicable creditors' rights and remedies.

         Section 3.9       Residence.  Purchaser  is a resident  of the
jurisdiction  specified  in its address on the Purchaser Signature Page of such
Purchaser.

         Section 3.10 ______ No Scheme to Evade Registration. Purchaser
represents and warrants to the Company, as to itself only, that the acquisition
of the Securities is not a transaction (or any element of a series of
transactions) that is part of a plan or scheme by the Purchaser to evade the
registration provisions of the 1933 Act and that

               (a) such Purchaser has sufficient knowledge and experience to
          evaluate the risks and merits of its investment in the Company and it
          is able financially to bear the risks thereof;

               (b) such Purchaser has had an opportunity to ask questions of and
          receive answers from and to discuss the Company's business,
          management, and financial affairs with the Company's management;

               (c) the Securities are being acquired for its own account for the
          purpose of investment and not with a view to or for sale in connection
          with any distribution thereof;

               (d) such Purchaser was not offered nor made aware of the
          Company's interest in issuing the Convertible Notes by any means of
          public advertisement or solicitation;

               (e) ______ in connection with such Purchaser's purchase of the
          Securities, it has been solely responsible for its own (i) due
          diligence investigation of the Company and (ii) investment decision,
          and has not engaged or relied upon any agent or "purchaser
          representative" to review or analyze the Company's business and
          affairs or advise Purchaser with respect to the merits of the
          investment;

               (f) ______ such Purchaser has full power and authority to
          execute, deliver, and perform this Agreement; and this Agreement
          constitutes the legal, valid, and binding obligation of such
          Purchaser, enforceable against it in accordance with their respective
          terms; and agrees that if such Purchaser proposes to sell the
          Securities pursuant to Rule 144A under the Securities Act, it will (A)
          take reasonable steps to obtain the information required by such Rule
          to establish a reasonable belief that the prospective purchaser is a
          "qualified institutional buyer" as such term is defined in Rule 144A
          and (B) advise the prospective purchaser that the Purchaser is relying
          on the exemption from the registration provisions of the Securities
          Act available pursuant to Rule 144A.

Section 4.        Conditions of Initial Closing.
         The Purchaser's obligation to purchase and pay for the Securities is
subject to the satisfaction prior to or at the Closing of the following
conditions:

         Section 4.1 _______ Transaction Agreements. The Company shall have
delivered to Purchaser the Transaction Agreements as provided in Section 1.5,
above, executed by all the parties thereto.

         Section 4.2 _______ Opinion of Counsel. Purchaser shall have received
from counsel for the Company, an opinion in the form of Exhibit E, addressed to
Purchaser, dated the Closing Date. To the extent that the opinion referred to in
the preceding sentence is rendered in reliance upon the opinion of any other
counsel, Purchaser shall have received a copy of such opinion of such other
counsel, dated the Closing Date and addressed to Purchaser, or a letter from
such other counsel, dated the Closing Date and addressed to Purchaser,
authorizing Purchaser to rely on such other counsel's opinion.

         Section 4.3 _______ Representations and Warranties; No Default. The
representations and warranties of the Company contained in this Agreement and
those otherwise made in writing by or on behalf of the Company in connection
with the transactions contemplated by this Agreement shall be true in all
material respects, except to the extent of changes caused by the transactions
contemplated herein; provided however, that there shall exist at the time of the
Closing and after giving effect to such transactions no Event of Default (as
such term is defined in the Convertible Notes hereinafter an "Event of
Default"), nor any event which with notice, the passage of time, or both would
constitute an Event of Default.

         Section 4.4 _______ Purchase and Loan Permitted by Applicable Laws. The
purchase of, and payment for, all the Securities evidenced by or attendant to
the Convertible Notes shall not violate any applicable domestic law or
governmental regulation (including, without limitation, Section 5 of the
Securities Act) and shall not subject Purchaser to any tax, penalty, liability,
or other onerous condition under, or pursuant to, any applicable law or
governmental regulation or order.

         Section 4.5 _______ No Adverse Litigation. There shall be no action,
suit, arbitration, investigation, or proceeding, pending or, to the best of
Purchaser's or the Company's knowledge, threatened, against or affecting
Purchaser, the Company, any of Purchaser's or the Company's properties or
rights, or any of Purchaser's or the Company's Affiliates, officers, or
directors, by or before any court, arbitrator, or administrative or governmental
body which (i) seeks to restrain, enjoin, prevent the consummation of, or
otherwise affect the transactions contemplated by this Agreement or (ii)
questions the validity or legality of any such transactions, or (iii) seeks to
recover damages or obtain other relief in connection with any such transactions,
and, to the best of Purchaser's and the Company's knowledge, there shall be no
valid basis for any such action, proceeding, or investigation, and Purchaser
shall have received a certificate executed by the chief executive officer of the
Company, dated the Closing Date, to such effect.

         Section 4.6 _______ Approvals and Consents. The Company shall have duly
received all authorizations, waivers, consents, approvals, licenses, franchises,
permits, and certificates (collectively, "Consents") by or of all federal,
state, and local governmental authorities and all material consents by or of all
other persons necessary or advisable for the issuance of the Convertible Notes,
all such consents shall be in full force and effect at the time of Closing, and
Purchaser shall have received a certificate executed by the chief executive
officer of the Company, dated the Closing Date, to such effect.

         Section 4.7 _______ No Material Adverse Change. Since April 18, 2001,
there shall not have been any material adverse change in the business, condition
(financial or other), assets, properties, operations, or prospects of the
Company, and Purchaser shall have received a certificate executed by the chief
executive officer of the Company, dated the Closing Date, to such effect. Since
April 18, 2001, there shall have been no amendment to the Charter or Bylaws
except as described in the Disclosure Schedule.

         Section 4.8 _______ Proceedings. All proceedings taken or to be taken
in connection with the transactions contemplated hereby, and all documents
incident thereto shall be reasonably satisfactory in form and substance to
Purchaser and Purchasers counsel, and Purchaser and Purchasers counsel shall
have received all such counterpart originals or certified or other copies of
such documents as the Purchaser or Purchasers' counsel may reasonably request.

         Section 4.9 _______ Secretary Certificate. Purchaser shall have
received a Secretary Certificate from the Secretary or an Assistant Secretary of
the Company dated the Closing Date and certifying: (A) that attached thereto is
a true and complete copy of the Articles of Incorporation as then in effect,
certified or bearing evidence of filing by the Corporation Commission of the
State of New Mexico, and (B) a certificate of said Corporation Commission of the
State of New Mexico, dated as of a recent date as to the due incorporation and
good standing of the Company, the payment of all franchise taxes by the Company,
and listing all documents of the Company on file with said Corporation
Commission of the State of New Mexico; (C) that attached thereto is a true and
complete copy of the Bylaws of the Company as in effect on the date of such
certification; (D) that attached thereto is a true and complete copy of all
resolutions adopted by the Board of Directors or the shareholders of the Company
authorizing the execution, delivery, and performance of Transaction Agreements
and the issuance, sale, and delivery of the Securities, and that all such
resolutions are in full force and effect and are all the resolutions adopted in
connection with the foregoing agreements and the transactions contemplated
thereby; (E) that the Charter has not been amended since the date of the last
amendment referred to in the certificate delivered pursuant to clause (A) above;
and (F) to the incumbency and specimen signature of each officer of the Company
executing all Transaction Agreements and any certificate or instrument furnished
pursuant hereto, and a certification by another officer of the Company as to the
incumbency and signature of the officer signing the certificate.

         Section 4.10 ______ Transfer Agent Instructions. The Transfer Agent
Instructions, in form and substance satisfactory to the Purchaser, shall have
been delivered to and acknowledged in writing by the Company's transfer agent.

Section 5.        Conditions to Subsequent Closings.

         Section 5.1 _______ Representations and Warranties; No Default The
representations and the warranties of the Company contained in this Agreement
and those otherwise made in writing by or on behalf of the Company in connection
with the transactions contemplated by this Agreement shall be true in all
material respects, except to the extent of changes caused by the transactions
contemplated herein; provided however, that there shall exist no Event of
Default nor any event which with notice, lapse of time, or both would constitute
an Event of Default under the Convertible Notes at the time of the Subsequent
Closing.

         Section 5.2       No  Suspensions.  There  shall be no  suspensions  of
trading  in or in  delisting (or pending delisting) of the Common Stock.

         Section 5.3 _______ Opinion of Counsel. Purchaser shall have received
from counsel for the Company, addressed to Purchaser, dated as of each
Additional Closing Date. To the extent that the opinion referred to in the
preceding sentence is rendered in reliance upon the opinion of any other
counsel, Purchaser shall have received a copy of such opinion of such other
counsel, dated the Additional Closing Date and addressed to Purchaser, or a
letter from such other counsel, dated the Additional Closing Date and addressed
to Purchaser, authorizing Purchaser to rely on such other counsel's opinion.

         Section 5.4 _______ Due Diligence. ___ Purchaser shall be satisfied
with the results of periodic due diligence investigations and shall have
received a "comfort" letter from the Company's auditors with respect to the
financial statements filed by the Company in its quarterly and annual securities
filings.

         Section 5.5 _______ Shareholder Approval. The Company, if required,
must obtain shareholder approval on placement so as to address the NASD 20%
rule. As of the date of the First Closing, no such shareholder approval is
required.

         Section 5.6 _______ No Material Adverse Change. Since the date hereof,
there shall not have been any material adverse change in the business, condition
(financial or other), assets, properties, operations, or prospects of the
Company, and Purchaser.

Section 6.        Affirmative Covenants.
         The Company covenants that from and after the date of this Agreement
through the Closing and thereafter so long as any of the Convertible Notes
remain outstanding:

         Section 6.1       Financial   Information.   The  Company  shall
furnish  to  Purchaser  the  information required below, at the times required
below:

               (a) ______ within five (5) days after the filing thereof with the
          SEC, a copy of its Annual Reports on Form 10-K, its Quarterly Reports
          on Form 10-Q, any Current Reports on Form 8-K, and any registration
          statements or amendments filed pursuant to the 1933 Act;

               (b) within one (1) day after release thereof, copies of all press
          releases issued by the Company;

               (c) copies of the same notices and other information given to the
          stockholders of the Company generally, contemporaneously with the
          giving thereof to the stockholders;

               (d) ______ promptly upon any officer of the Company obtaining
          knowledge (i) of any condition or event which constitutes an Event of
          Default, (ii) that the holder of any Convertible Notes has given any
          notice or taken any other action with respect to a claimed Event of
          Default under this Agreement, (iii) of any condition or event which,
          in the opinion of management of the Company would have a material
          adverse effect on the business, condition (financial or other),
          assets, properties, operations, or prospects of the Company, other
          than conditions or events applicable to the economy as a whole, (iv)
          that any person has given any notice to the Company or taken any other
          action with respect to a claimed Event of Default, or (v) of the
          institution of any litigation involving claims against the Company,
          unless such litigation is defended by the insurance carrier without
          any reservation of rights and is reasonably expected to be fully
          covered by a creditworthy insurer, in an amount equal to or greater
          than $250,000 with respect to any single cause of action or of any
          adverse determination in any litigation involving a potential
          liability to the Company equal to or greater than $100,000 with
          respect to any single cause of action, a certificate executed by the
          chief executive officer of the Company specifying the nature and
          period of existence of any such condition or event, or specifying the
          notice given or action taken by such holder or person and the nature
          of such claimed Event of Default, event or condition, and what action
          the Company has taken, is taking, or proposes to take with respect
          thereto; and

               (e) ______ with reasonable promptness, such other information and
          data with respect to the Company as Purchaser may reasonably request.

         Section 6.2 _______ SB-2. The Company agrees to file an SB-2
Registration Statement with respect to the Securities and Warrants described
herein as required under SEC Regulation, and to provide a copy thereof to each
Purchaser promptly after such filing. The Company shall, on or before the
Closing Date, take such action as the Company shall reasonably determine is
necessary to qualify the Securities for, or obtain exemption for the Securities
for, sale to the Purchaser at the Closing pursuant to this Agreement under
applicable securities or "Blue Sky" laws of the states of the United States, and
shall provide evidence of any such action so taken to the Purchaser on or prior
to the Closing Date.

         Section 6.3 _______ Reporting Status. Until the earlier of (a) the date
as of which the Investors (as that term is defined in the Registration Rights
Agreement) may sell all of the Conversion Shares and Warrant Shares without
restriction pursuant to Rule l44(k) promulgated under the 1933 Act (or successor
thereto), or (b) the date on which (i) the Investors shall have sold all the
Conversion Shares and Warrant Shares and (ii) none of the Convertible Notes is
outstanding (the "Registration Period"), the Company shall file all reports
required to be filed with the SEC pursuant to the 1934 Act, and the Company
shall not terminate its status as an issuer required to file reports under the
1934 Act even if the 1934 Act or the rules and regulations thereunder would
otherwise permit such termination.

         Section 6.4 _______ Inspection of Property. ___ The Company will permit
any Person designated by any Purchaser in writing, at Purchaser's expense, to
visit and inspect any of the properties of the Company, to examine the books and
financial records of the Company and make copies thereof or extracts therefrom
and to discuss its affairs, finances, and accounts with its officers and its
independent public accountants, all at reasonable times and upon reasonable
prior notice to the Company.

         Section 6.5 _______ Maintenance of Properties; Insurance. The Company
will maintain or cause to be maintained in good repair, working order, and
condition all properties used or useful in the business of the Company, and from
time to time will make or cause to be made all appropriate repairs, renewals,
and replacements thereof. The Company will maintain or cause to be maintained,
with financially sound and reputable insurers (or, as to workers' compensation
or similar insurance, in an insurance fund or by self-insurance authorized by
the laws of the jurisdiction in question), insurance with respect to their
respective properties and businesses against loss or damage of the kinds
customarily insured against by corporations of established reputation engaged in
the same or similar businesses and similarly situated, of such type and in such
amounts as are customarily carried under similar circumstances by such other
corporations and as are in good faith believed by the Company to be sufficient
to prevent the Company from becoming a co-insurer within the terms of the
policies in question.

         Section 6.6 _______ Expenses. The Company shall pay all costs and
expenses incurred by such party in connection with the negotiation,
investigation, preparation, execution, and delivery of this Agreement, the
Convertible Notes, the Escrow Agreement, the Registration Rights Agreement, and
other documents executed in connection with the issuance of the Convertible
Notes. The costs and expenses of Purchaser, including all legal fees and
expenses of the Purchaser, shall be paid for by the Company at the First Closing
and the fees and expenses for all subsequent Closings shall be paid at each
subsequent Closing.

         Section 6.7 _______ Authorized Shares of Common Stock, Reservation of
Shares. The Company shall at all times, so long as any of the Convertible Notes
are outstanding, reserve and keep available out of its authorized and unissued
Common Stock, solely for the purpose of effecting the conversion of the
Convertible Notes and the exercise of the Purchase Warrants, such number of
shares of Common Stock equal to or greater than 150% of the number of Conversion
Shares and Warrant Shares issuable upon conversion of the Convertible Notes and
the conversion or exercise of the Warrants which are then outstanding or which
could be issued at any time in the transactions contemplated by this Agreement.

         Section 6.8 _______ Corporate Existence, Etc. The Company s will at all
times preserve and keep in full force and effect its corporate existence, and
rights, licenses, and franchises material to its business, and will qualify to
do business as a foreign corporation in each jurisdiction where the failure to
so qualify would have a material adverse effect on the business, condition
(financial or other), assets, properties, or operations of the Company.

         Section 6.9 _______ Transfer Agents. __________ The Company covenants
and agrees that, in the event that the Company's agency relationship with the
transfer agent should be terminated for any reason prior to a date which is
three (3) years after the Closing Date, the Company shall immediately appoint a
new transfer agent and shall require that the transfer agent execute and agree
to be bound by the terms of the Irrevocable Instructions to Transfer Agent.

         Section 6.10 ______ Shareholder Approval; Proxy. The Company covenants
to ratify the issuance of the Convertible Notes and Warrants, if and as required
by the rules of the National Association of Securities Dealers, Inc. (the
"NASD") applicable to the transaction (collectively the "Shareholder
Proposals"). All officers and directors will execute a proxy authorizing Andrew
F. Cauthen or Stephen F. Watwood or either of them to vote and exercise all
consensual rights in respect of all shares of Common Stock, the voting of which
is controlled by such officer or director, at any meeting (or any adjournment
thereof) at which Shareholder action is proposed to effect the Shareholder
Proposals.

         Section 6.11 ______ Transfer Agent Instructions. The Company shall
issue Transfer Agent Instructions to its transfer agent to issue certificates,
registered in the name of the Purchaser or its respective nominee(s), for the
Conversion Shares and the Warrant Shares in such amounts as specified from time
to time by the Purchaser to the Company upon conversion of the Convertible Notes
and the conversion or exercise of the Warrants, except as provided in Section
6.7 of this Agreement. Prior to registration of the Conversion Shares and the
Warrant Shares under the 1933 Act, all such certificates shall bear the
restrictive legend specified in Section 3.7 of this Agreement. The Company
warrants that no instruction other than the Transfer Agent Instructions referred
to in this Section 6.11, and stop transfer instructions to give effect to
Section 3.7 hereof (in the case of the Conversion Shares and the Warrant Shares,
prior to registration of such shares under the 1933 Act) will be given by the
Company to its transfer agent and that the Conversion Shares and the Warrant
Shares shall otherwise be freely transferable on the books and records of the
Company as and to the extent provided in this Agreement and the Registration
Rights Agreement. Nothing in this Section 6.11 shall affect in any way the
Purchaser's obligations and agreement to comply with all applicable securities
laws upon resale of the Convertible Notes, the Conversion Shares or the Warrant
Shares. If the Purchaser provides the Company with an opinion of counsel,
reasonably satisfactory in form, and substance to the Company, that registration
of a resale by the Purchaser of any of the Convertible Notes, the Conversion
Shares or the Warrant Shares is not required under the 1933 Act, the Company
shall permit the transfer, and, in the case of the Conversion Shares and the
Warrant Shares, promptly instruct its transfer agent to issue one or more
certificates in such name and in such denominations as specified by the
Purchaser. The Company acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to the Purchaser 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 6.11 will be inadequate and agrees, in the event of a breach or
threatened breach by the Company of the provisions of this Section 6.11, that
the Purchaser shall be entitled, in addition to all other available remedies, to
an injunction restraining any breach and requiring immediate issuance and
transfer, without the necessity of showing economic loss and without any bond or
other security being required.

         Section 6.12 ______ Payment of Taxes. The Company will pay all taxes,
assessments, and other governmental charges imposed upon it or any of its
properties or assets or in respect of any of its franchises, business, income,
or properties before any penalty or significant interest accrues thereon, and
all claims (including, without limitation, claims for labor, services,
materials, and supplies) for sums which have become due and payable and which by
law have or may become a lien upon any of its properties or assets, provided
that no such charge or claim need be paid if such claim is (i) being contested
in good faith by appropriate proceedings promptly instituted and diligently
conducted, and (ii) the amount of such claim is accrued on the financial
statements of the Company or other appropriate provision is made as shall be
required by generally accepted accounting principles.

         Section 6.13 ______ Compliance with Laws, Etc. The Company will comply
with the requirements of all applicable laws, rules, regulations, and orders of
any court or other governmental authority (including, without limitation, those
related to environmental or ERISA compliance), noncompliance with which could
materially adversely affect the business, condition (financial or other),
assets, property, operations, or prospects of the Company.

         Section 6.14 ______ Use of Proceeds. The Company will use the proceeds
from the sale and issuance of the Convertible Notes for general corporate
purposes only.

         Section 6.15 ______ Registration Statement. The Company shall (a) have
an SB-2 Registration Statement declared Effective by the SEC covering the
Conversion Shares and the Warrant Shares by the Effective Deadline, (b) keep
such Registration Statement current and effective for a period twelve (12)
months from the Effective Date of such Registration Statement. In the
Registration Rights Agreement, the Company has agreed that if it does not have
an SB-2 Registration Statement declared Effective by the SEC covering the
Conversion Shares and the Warrant Shares on or before the Effective Deadline,
that it will forfeit certain shares of the Common Stock to the Purchasers as a
penalty as provided in Section 11 of the Registration Rights Agreement.

         Cashless Exercise. The Company will have all shares of common stock
underlying the warrants registered under the Securities Act of 1933, as amended.
The warrant holder, whether the undersigned or otherwise, in lieu of any cash
payment required hereunder, shall have the right to exercise the warrants in
whole or in part by surrendering the warrants in exchange for the number of
shares of the Company's common stock equal to (x) the number of shares as to
which the warrants are being exercised multiplied by (y) a fraction, the
numerator of which is the Market Price (as defined below) of the common stock
less the exercise price of the warrants being exercised, and the denominator of
which is such Market Price. The term "Market Price" means the closing ask price
per share of the common stock on the principal stock exchange or market on which
the common stock is then quoted or traded on the day preceding the date on which
written notice of election to exercise the warrants has been given to the
Company (a "cashless exercise"). If the warrant holder opts for a cashless
exercise of the warrants, no other consideration shall be paid to the Company,
other than surrendering the warrant itself, nor will there be paid any
commission or other remuneration to any other person or entity by the warrant
holder. In the event that the warrant holder is not permitted to "tack" the
holding period of the warrants to the holding period of the common stock
received upon the cashless exercise for purposes of satisfaction of the holding
period requirements of Rules 144(d)(3)(ii) and 144(k) under the Securities Act
of 1933, as amended, for whatever reason and there is no presently filed
registration statement effective as to the shares received or to be received
through the cashless exercise of this Warrant, the Company shall, upon receipt
of the written request of the warrant holder, promptly prepare and file a
registration statement with the U.S. Securities and Exchange Commission with
respect to all of the shares underlying this warrants.

         Section 6.16 ______ Listings. The Company shall promptly after the
effective date of the Registration Statement secure the listing of the
Conversion Shares and the Warrant Shares upon each national securities exchange
or automated quotation system, if any, upon which shares of Common Stock are
then listed (subject to official notice of issuance) and shall maintain, so long
as any other shares of Common Stock shall be so listed, such listings of all
Conversion Shares from time to time issuable pursuant to terms of the
Convertible Notes and Warrant Shares from time to time issuable under the terms
of the Warrants, and the Registration Rights Agreement. The Company shall
maintain the Common Stock's authorization for quotation in the over-the-counter
market. The Company shall promptly provide to Purchaser copies of any notices it
receives regarding the continued eligibility of the Common Stock for trading in
the over-the-counter market.

         Section 6.17 ______ Indemnification. In consideration of the
Purchaser's execution and delivery of this Agreement and acquiring the
Securities hereunder and in addition to all of the Company's other obligations
under this Agreement, the Company shall defend, protect, indemnify, and hold
harmless each Purchaser and each other holder of the Securities and each
officer, director, employee, and agent of each Purchaser (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 attorneys' fees and disbursements
(the "Indemnified Liabilities"), incurred by the Indemnitees or any of them as a
result of, or arising out of, or relating to (a) any misrepresentation or breach
of any representation or warranty made by the Company in any Transaction
Agreement or any other certificate, instrument, or document contemplated hereby
or thereby, (b) any breach of any covenant, agreement, or obligation of the
Company contained in the Transaction Agreements, or any other certificate,
instrument or document contemplated hereby or thereby, or (c) any cause of
action, suit, or claim brought or made against such Indemnitee and arising out
of or resulting from the execution, delivery, performance, or enforcement of
this Agreement or any other instrument, document, or agreement executed pursuant
hereto by any of the Indemnitees, any transaction financed or to be financed in
whole or in part, directly or indirectly, with the proceeds of the issuance of
the Convertible Notes, or the status of the Purchaser or holder of the
Convertible Notes, the Conversion Shares, the Warrants or the Warrant Shares, as
an investor in the Company. 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 is permissible under applicable law.

         Section 6.18 ______ Inspection, Consultation, and Advice. The Company
shall permit any holder of at least $100,000 in principal amount of Convertible
Notes (a "Significant Holder") and such persons as a Significant Holder may
designate, to visit and inspect any of the properties of the Company, examine
its books and take copies and extracts therefrom, discuss the affairs, finances,
and accounts of the Company with their officers, employees, and public
accountants (and the Company hereby authorizes said accountants to discuss with
any Significant Holder and the representatives of any Significant Holder such
affairs, finances, and accounts), and consult with and advise the management of
the Company as to their affairs, finances, and accounts, all at reasonable
times, upon reasonable notice and as is reasonably necessary to permit any such
Significant Investor to monitor its investment in the Company. Each party shall
bear their own expenses in connection with the above activities.

Section 7 Adjustments.

         Section 7.1 Sale of Additional Securities. From and after the date
hereof, in the event that the Company in any non-public offering sells any
Common Stock, or other securities convertible into or exercisable for shares of
Common Stock, at a price per share that is less than the purchase price paid by
the investors pursuant to Section 1 hereof, then for no additional
consideration, the Company shall immediately transfer to the Investors that
number of shares of Common Stock of the Company equal to the difference between
(a) the number of shares which would have been issued to the Investors at the
lesser price per share of such subsequently sold securities and (b) the number
of the shares issued to the Investors hereunder.

         Section 7.2 Certificate as to Adjustments. Whenever the provisions of
Section 7.1 require that the Company issue to the Investors an additional number
of shares of Common Stock, the Company shall promptly compute such adjustment
and furnish to the Investors a certificate setting forth such adjustment and
showing in reasonable detail the facts requiring such adjustment and the number
of shares of Common Stock to be forthwith issued.




Section 8.        Negative Covenants.

         The provisions of this Section 7 shall remain in effect so long as any
of the Convertible Notes shall remain outstanding.

         Section 8.1 _______ Restrictions on Dividends. The Company will not (a)
pay any dividends, in cash or otherwise, on, (b) make any distributions to
holders of, or (c) purchase, redeem, or otherwise acquire any of its outstanding
Common Stock or Preferred Stock or set apart assets for a sinking or other
analogous fund for the purchase, redemption, retirement, or other acquisition
of, any shares of its Common Stock or Preferred Stock; provided however, that
the Company may, so long as at the time of and after giving effect thereof no
Event of Default has occurred and is continuing: (i) pay dividends on its
outstanding Preferred Stock in accordance with the Charter; (ii) with prior
written approval of each Purchaser, repurchase shares of its Common Stock issued
or to be issued by the Company upon exercise of stock options granted to
employees and directors of the Company pursuant to the terms of plans adopted by
the Board of Directors of the Company; and (iii) pay cash in lieu of fractional
shares of its Common Stock on the exercise of outstanding warrants to purchase
its Common Stock, pursuant to the terms of such warrants.

Section 9.        Miscellaneous.

         Section 9.1 _______ Counterparts. This Agreement may be executed in two
or more identical counterparts, all of which shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party. In the event any signature page is
delivered by facsimile transmission, the party using such means of delivery
shall cause four (4) additional original executed signature pages to be
physically delivered to the other party within five (5) days of the execution
and delivery hereof.

         Section 9.2       Headings.  The headings of this  Agreement  are for
convenience  of reference and shall not form part of, or affect the
interpretation of, this Agreement.

         Section 9.3 _______ Severability. If any provision of this Agreement
shall be invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement in that jurisdiction or the validity or
enforceability of any provision of this Agreement in any other jurisdiction.

         Section 9.4 _______ Entire Agreement; Amendments. This Agreement
supersedes all other prior oral or written agreements between the Purchaser, the
Company, their affiliates and persons acting on their behalf with respect to the
matters discussed herein, and this Agreement and the instruments referenced
herein contain the entire understanding of the parties with respect to the
matters covered herein and therein and, except as specifically set forth herein
or therein, neither the Company nor the Purchaser makes any representation,
warranty, covenant, or undertaking with respect to such matters. No provision of
this Agreement may be waived or amended other than by an instrument in writing
signed by the party to be charged with enforcement.

         Section 9.5 _______ Notices. Any notices, ___ consents, ___ waivers, or
other communications ___ required or permitted to be given under the terms of
this Agreement must be in writing and will be deemed to have been delivered (a)
upon receipt, when delivered personally, (b) upon receipt, when sent by
facsimile, provided a copy is mailed by U.S. certified mail, return receipt
requested, (c) three (3) days after being sent by U.S. certified mail, return
receipt requested, or (d) one (1) day after deposit with a nationally recognized
overnight delivery service, in each case properly addressed to the party to
receive the same. The addresses and facsimile numbers for such communications
shall be:

If to the Company:

                           American Millennium Corporation, Inc.
                           1010 Tenth Street, Suite 100
                           Golden, CO  80401
                           Attention: Andrew F. Cauthen
                           President and Chief Executive Officer
                           Telephone:       (303) 279-2002
                           Facsimile:       (303) 271-9777

If to the Purchaser, to its address and facsimile number on the signature page
of such Purchaser hereto, with copies to such Purchaser's counsel as set forth
on the signature page of such Purchaser hereto. Each party shall provide five
(5) days prior written notice to the other party of any change in address or
facsimile number.

         Section 9.6 _______ Interest. In no event shall the amount of interest
due or payable hereunder or under the Convertible Notes exceed the maximum rate
of interest allowed by applicable law, and if any such payment is inadvertently
made by the Company or is inadvertently received by any holder of Convertible
Notes, then such excess sum shall be credited as a payment of principal, unless
the applicable holder of a Convertible Notes shall notify the Company in writing
that it elects to have such excess sum returned forthwith. It is the express
intent hereof that the Company not pay and the holder of the Convertible Notes
not receive, directly or indirectly in any manner whatsoever, interest in excess
of that which may legally be paid by the Company under applicable law.

         Section 9.7 _______ Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of the parties and their respective
successors and assigns. The Company shall not assign this Agreement or any
rights or obligations hereunder without the prior written consent of the
Purchasers. Any Purchaser may assign its rights hereunder without the consent of
the Company, provided however, that any such assignment shall not release such
Purchaser from its obligations hereunder unless such obligations are assumed by
such assignee and the Company has consented to such assignment and assumption.

         Section 9.8 _______ No Third Party Beneficiaries. This Agreement is
intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision
hereof be enforced by, any other person.

         Section 9.9 _______ Publicity. The Company and Purchasers shall have
the right to approve, before issuance, any press releases or any other public
statements with respect to the transactions contemplated hereby; provided
however, that the Company shall be entitled, without the prior approval of
Purchasers, to make any press release or other public disclosure with respect to
such transactions as is required by applicable law and regulations (although the
Purchaser shall be consulted by the Company in connection with any such press
release or other public disclosure prior to its release and shall be provided
with a copy thereof).

         Section 9.10 ______ Further Assurances. Each party shall do and
perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates,
instruments, and documents, as the other party may reasonably request in order
to carry out the intent and accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby.

         Section 9.11 ______ No Strict Construction. The language used in this
Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against
any party.

         Section 9.12 ______ Governing Law. This Agreement shall be governed by
and interpreted in accordance with the laws of the State of Louisiana without
regard to the principles of conflict of laws.

         Section 9.13 ______ Joint, Several and In Solido Liability. If
Purchasers consist of more than one person and/or entity, each such person
and/or entity agrees that its liability herein is joint, several and In Solido.

                             COMPANY SIGNATURE PAGE
                                       TO
                            SERIES 1 CONVERTIBLE NOTE
                               Purchase agreement

         IN WITNESS WHEREOF, Purchaser and the Company have caused this Series 1
Convertible Note Purchase Agreement to be duly executed as of the date first
written above.


                                          COMPANY


                                          AMERICAN MILLENNIUM CORPORATION, INC.


                                          By:
                                          -------------------------------------
                                          Andrew F. Cauthen
                                          President and Chief Executive Officer


                   [Signature of Purchaser on following page]





























                            purchaser signature page
                                       to
                            SERIES 1 CONVERTIBLE NOTE
                               Purchase agreement



                                          PURCHASER
                                          Rodney R. Schoemenn, Sr.


                                          By: /s/ Rodney R. Schoemenn, Sr.
                                          -------------------------------------









===================================== =========================================

Purchaser Name ("Purchaser")          Rodney R. Schoemenn, Sr.
Address and
Facsimile Number                      3904 Wheat Drive, Metairie, LA  70002



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

Securities Purchased                  Convertible Note
------------------------------------- -----------------------------------------
------------------------------------- -----------------------------------------

Purchase Price                        $300,000
===================================== =========================================

















                                    Exhibit A
                                       to
                  SERIES 1 CONVERTIBLE NOTE PURCHASE AGREEMENT


                      AMERICAN MILLENNIUM CORPORATION, INC.
                          COMMON STOCK PURCHASE WARRANT








































                                    EXHIBIT B

                          REGISTRATION RIGHTS AGREEMENT

                                       TO

                  SERIES 1 CONVERTIBLE NOTE PURCHASE AGREEMENT

                                     between

                      AMERICAN MILLENNIUM CORPORATION, INC.
                                 (the "Company")

                                       and
                            Rodney R. Schoemann, Sr.
                                (the "Purchaser")