Exhibit 10.2

                                                                  EXECUTION COPY

                         COMMON STOCK PURCHASE AGREEMENT

         COMMON STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of February
19, 2002 by and between GLOBAL SEAFOOD TECHNOLOGIES,  INC., a Nevada corporation
(the "Company"),  and FUSION CAPITAL FUND II, LLC, an Illinois limited liability
company (the "Buyer").  Capitalized  terms used herein and not otherwise defined
herein are defined in Section 10 hereof.

                                    WHEREAS:

         Subject to the terms and  conditions set forth in this  Agreement,  the
Company  wishes  to sell to the  Buyer,  and the  Buyer  wishes  to buy from the
Company, up to Ten Million Dollars  ($10,000,000) of the Company's common stock,
par value $0.001 per share (the "Common  Stock").  The shares of Common Stock to
be purchased hereunder are referred to herein as the "Purchase Shares."

         NOW THEREFORE, the Company and the Buyer hereby agree as follows:

         1. PURCHASE OF COMMON STOCK.

         Subject to the terms and  conditions  set forth in  Sections 6, 7 and 9
below,  the Company  hereby  agrees to sell to the Buyer,  and the Buyer  hereby
agrees to purchase from the Company, shares of Common Stock as follows:

         (a) Commencement of Purchases of Common Stock. The purchase and sale of
Common Stock  hereunder  shall  commence  (the  "Commencement")  within five (5)
Trading Days following the date of satisfaction (or waiver) of the conditions to
the  Commencement  set forth in Sections 6 and 7 below (or such later date as is
mutually agreed to by the Company and Buyer) (the date of such Commencement, the
"Commencement Date").

         (b) Buyer's Purchase Rights and  Obligations.  Subject to the Company's
right to suspend  purchases  under  Section  1(d)(ii)  hereof,  the Buyer  shall
purchase  shares of Common Stock on each Trading Day during each Monthly  Period
equal to the Daily Base Amount at the Purchase Price. Within one (1) Trading Day
of receipt of  Purchase  Shares,  the Buyer  shall pay to the  Company an amount
equal to the  Purchase  Amount  with  respect  to such  Purchase  Shares as full
payment for the purchase of the Purchase  Shares so received.  The Company shall
not issue any fraction of a share of Common Stock upon any purchase.  All shares
of Common Stock  (including  fractions  thereof)  issuable upon a purchase under
this  Agreement  shall be aggregated,  for purposes of  determining  whether the
purchase  would result in the issuance of a fraction of a share of Common Stock.
If,  after the  aforementioned  aggregation,  the  issuance  would result in the
issuance of a fraction of a share of Common Stock,  the Company shall round such
fraction of a share of Common Stock up or down to the nearest  whole share.  All
payments made under this  Agreement  shall be made in lawful money of the United
States of America by. check or wire transfer of immediately  available  funds to
such account as the Company may from time to time designate by written notice in
accordance with the provisions of this Agreement.  Whenever any amount expressed
to be due by the  terms of this  Agreement  is due on any day  which  is not.  a
Trading Day, the same shall instead be due on the next succeeding day which is a
Trading Day.


<PAGE>

         (c) Company's Right to Decrease or Increase the Daily Base Amount.

                  (i)  Company's  Right to Decrease the Daily Base  Amount.  The
         Company  shall always have the right at any time to decrease the amount
         of the Daily Base Amount by  delivering  written  notice (a "Daily Base
         Amount  Decrease  Notice") to the Buyer which notice shall  specify the
         new Daily Base  Amount.  The  decrease in the Daily Base  Amount  shall
         become  effective  one  Trading  Day after  receipt by the Buyer of the
         Daily Base Amount  Decrease  Notice.  Any  purchases by the Buyer which
         have a Purchase  Date on or prior to the first (1st)  Trading Day after
         receipt by the Buyer of a Daily Base  Amount  Decrease  Notice  must be
         honored by the Company as otherwise  provided  herein.  The decrease in
         the Daily Base Amount shall remain in effect until the Company delivers
         to the Buyer a Daily Base Amount Increase Notice (as defined below).

                  (ii)  Company's  Right to Increase the Daily Base Amount.  The
         Company  shall always have the right at any time to increase the amount
         of the  Daily  Base  Amount up to the  Original  Daily  Base  Amount by
         delivering  written  notice to the Buyer  stating the new amount of the
         Daily Base  Amount (a "Daily  Base  Amount  Increase  Notice").  If the
         Closing  Sale  Price  of the  Common  Stock  on  each of the  five  (5)
         consecutive  Trading  Days  immediately  prior to a Daily  Base  Amount
         Increase Notice is at least $5.00,  the Company shall have the right to
         deliver a Daily Base Amount  Increase Notice which increases the amount
         of the Daily Base Amount to any amount  above the  Original  Daily Base
         Amount. A Daily Base Amount Increase Notice shall be effective ten (10)
         Trading Days after receipt by the Buyer. Such increase in the amount of
         the Daily Base Amount  shall  continue in effect  until the delivery to
         the  Buyer of a Daily  Base  Amount  Decrease  Notice.  Notwithstanding
         anything  to the  contrary,  if the Daily Base Amount then in effect or
         proposed to be in effect is greater than the Original Daily Base Amount
         and the Sale Price of the Common  Stock  during any Trading Day is less
         than $5.00,  the amount of the Daily Base Amount  shall be the Original
         Daily Base Amount or such lesser  amount as specified by the Company in
         a Daily Base Amount Decrease  Notice and any of the Buyers  obligations
         to purchase shares of Common Stock in excess of the Original Daily Base
         Amount shall be  terminated.  Thereafter,  the Company shall again have
         the right to increase the amount of the Daily Base Amount to any amount
         above the Original  Daily Base Amount only if the Closing Sale Price of
         the  Common  Stock  is at least  $5.00 on each of five (5)  consecutive
         Trading Days.

         (d) Limitations on Purchases.

                  (i) Limitation on Beneficial Ownership.  The Company shall not
         effect any sale under this  Agreement  and the Buyer shall not have the
         right to purchase  shares of Common  Stock under this  Agreement to the
         extent that after giving  effect to such  purchase  the Buyer  together
         with its  affiliates  would  beneficially  own in excess of 4.9% of the
         outstanding  shares of the Common Stock  following such  purchase.  For
         purposes  hereof,  the  number of shares of Common  Stock  beneficially
         owned by the Buyer and its  affiliates or acquired by the Buyer and its
         affiliates,  as the case may be, shall  include the number of shares of
         Common  Stock  issuable  in  connection  with  a  purchase  under  this
         Agreement  with respect to which the  determination  is being made, but
         shall  exclude  the  number of shares of Common  Stock  which  would be
         issuable  upon (1) a purchase of the remaining  Available  Amount which
         has not been submitted for purchase,  and (2) exercise or conversion of
         the unexercised or unconverted  portion of any other  securities of the
         Company  (including,  without  limitation,  any warrants)  subject to a
         limitation  on  conversion  or  exercise  analogous  to the  limitation
         contained herein beneficially owned by the Buyer and its affiliates. If
         the 4.9%  limitation  is ever reached the Company shall have the option
         to increase such  limitation  to 9.9% by delivery of written  notice to
         the Buyer. Thereafter, if the 9.9% limitation is ever reached

                                      -2-
<PAGE>

         this shall not effect or limit the Buyer's  obligation  to purchase the
         Daily Base Amount as otherwise provided in this Agreement. For purposes
         of this Section,  in determining  the number of  outstanding  shares of
         Common Stock the Buyer may rely on the number of outstanding  shares of
         Common Stock as reflected in (1) the Company's most recent Form 10-Q or
         Form 10-K, as the case may be, (2) a more recent public announcement by
         the Company or (3) any other  written  communication  by the Company or
         its Transfer  Agent  setting forth the number of shares of Common Stock
         outstanding.  Upon the reasonable written or oral request of the Buyer,
         the Company shall  promptly  confirm orally and in writing to the Buyer
         the number of shares of Common Stock then outstanding. In any case, the
         number of outstanding  shares of Common Stock shall be determined after
         giving effect to any purchases  under this Agreement by the Buyer since
         the date as of which such number of outstanding  shares of Common Stock
         was reported.  Except as otherwise  set forth  herein,  for purposes of
         this Section  1(d)(1),  beneficial  ownership  shall be  determined  in
         accordance  with Section 13(d) of the Securities  Exchange Act of 1934,
         as amended.

                  (ii) Company's Right to Suspend Purchases. The Company may, at
         any time, give written notice (a "Purchase  Suspension  Notice") to the
         Buyer  suspending  purchases of Purchase Shares by the Buyer under this
         Agreement.  The Purchase  Suspension Notice shall be effective only for
         purchases  that have a Purchase  Date later  than one (1)  Trading  Day
         after  receipt of the  Purchase  Suspension  Notice by the  Buyer.  Any
         purchase by the Buyer that has a Purchase Date on or prior to the first
         (1st) Trading Day after  receipt by the Buyer of a Purchase  Suspension
         Notice  from the Company  must be honored by the  Company as  otherwise
         provided  herein.  Such purchase  suspension  shall  continue in effect
         until a revocation in writing by the Company,  at its sole  discretion.
         So long as a Purchase  Suspension Notice is in effect,  the Buyer shall
         not be obligated to purchase any Purchase Shares from the Company under
         Section 1 of this Agreement.

                  (iii) Purchase Price Floor. The Buyer shall not have the right
         or the obligation to purchase any Purchase  Shares under this Agreement
         in the event that the  Purchase  Price for any  purchases  of  Purchase
         Shares would be less than the Floor Price.  The Company may at any time
         give written notice (a "Floor Price Notice") to the Buyer increasing or
         decreasing  the Floor Price.  The Floor Price Notice shall be effective
         only for purchases that have a Purchase Date later than one (1) Trading
         Day after receipt of the Floor Price Notice by the Buyer.  Any purchase
         by the Buyer that has a Purchase  Date on or prior to the first Trading
         Day after  receipt of a Floor Price  Notice  from the  Company  must be
         honored by the Company as otherwise provided herein.

         (e) Records of Purchases. The Buyer and the Company shall each maintain
records  showing the remaining  Available  Amount at any give time and the dates
and  Purchase  Amounts  for each  purchase  or  shall  use  such  other  method,
reasonably satisfactory to the Buyer and the Company.

         (f) Taxes. The Company shall pay any and all transfer, stamp or similar
taxes that may be payable  with  respect to the  issuance  and  delivery  of any
shares of Common Stock to the Buyer made under of this Agreement.


         2.      BUYER'S REPRESENTATIONS AND, WARRANTIES.

         The Buyer  represents  and  warrants to the Company that as of the date
hereof and as of the Commencement Date:

                                       -3-
<PAGE>

         (a) Investment  Purpose.  The Buyer is entering into this Agreement and
acquiring  the  Commitment  Shares,  (as defined in Section 4(f)  hereof)  (this
Agreement and the Commitment  Shares are collectively  referred to herein as 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;  provided however, by making the representations herein, the Buyer does
not agree to hold any of the Securities for any minimum or other specific term.

         (b) Accredited  Investor Status. The Buyer is an "accredited  investor"
as that term is defined in Rule 501(a)(3) of Regulation D.

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

         (d)  Information.  The  Buyer  has 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  that  have been  reasonably
requested by the Buyer,  including,  without  limitation,  the SEC Documents (as
defined in Section 3(f) hereof).  The Buyer  understands  that its investment in
the Securities involves a high degree of risk. The Buyer (i) is able to bear the
economic risk of an investment in the  Securities  including a total loss,  (ii)
has such knowledge and  experience in financial and business  matters that it is
capable of  evaluating  the merits and risks of the proposed  investment  in the
Securities  and (iii) has had an  opportunity  to ask  questions  of and receive
answers from the officers of the Company concerning the financial  condition and
business of the  Company  and others  matters  related to an  investment  in the
Securities.  Neither such  inquiries nor any other due diligence  investigations
conducted by the Buyer or its representatives  shall modify, amend or affect the
Buyer's right to rely on the Company's  representations and warranties contained
in Section 3 below. The Buyer 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.

         (e) No Governmental Review. The Buyer 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.

         (f) Transfer or Resale.  The Buyer  understands that except as provided
in the Registration  Rights  Agreement (as defined in Section 6(a) hereof):  (i)
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 (A) subsequently  registered  thereunder or (B) an exemption
exists permitting such Securities to be sold,  assigned" or transferred  without
such registration;  (ii) any sale of the Securities made in reliance on 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 the 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 (iii) neither the Company nor any other person is under any
obligation  to  register  the  Securities  under  the.  1933  Act or  any  state
securities  laws or to comply  with the terms and  conditions  of any  exemption
thereunder.

                                      -4-
<PAGE>

         (g)  Validity;  Enforcement.  This  Agreement has been duly and validly
authorized,  executed  and  delivered  on behalf of the Buyer and is a valid and
binding agreement of the Buyer enforceable  against the Buyer 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.

         (h) Residency. The Buyer is a resident of the State of Illinois.

         (i) No Prior Short  Selling.  The Buyer  represents and warrants to the
Company  that at no time  prior  to the  date of this  Agreement  has any of the
Buyer,  its agents,  associates,  representatives  or  affiliates  engaged in or
effected, in any manner whatsoever, directly or indirectly, any (i) "short sale"
(as such term is defined  in Rule 3b-3 of the 1934 Act) of the  Common  Stock or
(ii) hedging transaction, which establishes a net short position with respect to
the Common Stock.

         3.      REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

         The Company  represents  and  warrants to the Buyer that as of the date
hereof and as of the Commencement Date:

         (a) Organization and Qualification.  The Company and its "Subsidiaries"
(which for  purposes of this  Agreement  means any entity in which the  Company,
directly or indirectly, owns 50% or more of the voting stock or capital stock or
other similar  equity  interests)  are  corporations  duly organized and validly
existing in good standing under the laws of the  jurisdiction  in which they are
incorporated,  and have the requisite corporate power and authority to own their
properties  and to carry on their business as now being  conducted.  Each of the
Company and its  Subsidiaries  is duly qualified as a foreign  corporation to do
business and is in good standing in every jurisdiction in which its ownership of
property or 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  could not  reasonably  be  expected  to have a Material  Adverse
Effect. As used in this Agreement,  "Material Adverse Effect" means any material
adverse  effect on any of: (i) the  business,  properties,  assets,  operations,
results  of   operations   or  financial   condition  of  the  Company  and  its
Subsidiaries,  if any, taken as a whole, or (ii) the authority or ability of the
Company to perform its obligations  under the Transaction  Documents (as defined
in Section 3(b) hereof).  The Company has no Subsidiaries except as set forth on
Schedule 3(a).

         (b)  Authorization;  Enforcement;  Validity.  (i) The  Company  has the
requisite   corporate  power  and  authority  to  enter  into  and  perform  its
obligations under this Agreement,  the Registration Rights Agreement (as defined
in Section  6(a)  hereof) and each of the other  agreements  entered into by the
parties  on the  Commencement  Date and  attached  hereto  as  exhibits  to this
Agreement  (collectively,   the  "Transaction  Documents"),  and  to  issue  the
Securities in accordance  with the terms hereof and thereof,  (ii) the execution
and delivery of the Transaction Documents by the Company and the consummation by
it of the  transactions  contemplated  hereby  and  thereby,  including  without
limitation,  the  issuance  of the  Commitment  Shares and the  reservation  for
issuance and, the issuance of the Purchase Shares issuable under this Agreement,
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  shareholders,  (iii) this  Agreement has been,  and each other  Transaction
Document shall be on the  Commencement  Date, duly executed and delivered by the
Company and (iv) this Agreement constitutes, and each other Transaction Document
upon its  execution on behalf of the Company,  shall  constitute,  the valid and
binding obligations

                                       -5-
<PAGE>

of the Company  enforceable  against the Company in accordance with their 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.  The  Board of  Directors  of the  Company  has  approved
resolutions (the "Signing  Resolutions")  substantially in the form as set forth
as Exhibit D1 attached  hereto to authorize this Agreement and the  transactions
contemplated hereby. The Signing Resolutions are valid, in full forth and effect
and have not been  modified  or  supplement  in any  respect  other  than by the
resolutions set forth in Exhibit D-2 attached hereto  regarding the registration
statement  referred to in Section 4 hereof.  The Company  has  delivered  to the
Buyer a true and  correct  copy of a  unanimous  written  consent  adopting  the
Signing Resolutions  executed by all of the members of the Board of Directors of
the Company.  No other approvals or consents of the Company's Board of Directors
and/or  shareholders  is  necessary  under  applicable  laws  and the  Company's
Certificate  of  Incorporation  and/or  Bylaws to authorize  the  execution  and
delivery  of this  Agreement  or any of the  transactions  contemplated  hereby,
including,  but not limited to. the  issuance of the  Commitment  Shares and the
issuance of the Purchase Shares.

         (c) Capitalization. As of the date hereof, the authorized capital stock
of the Company consists of (i) 50,000,000 shares of Common Stock, of which as of
the date hereof,  15,722,366  shares are issued and  outstanding,  0 are held as
treasury  shares,  3,000,000  shares are reserved  for issuance  pursuant to the
Company's  stock  option  plans of which  grants have been issued for  1,295,000
shares of Common Stock and 1,705,000  are  available  and  5,115,000  shares are
issuable  and reserved for  issuance  pursuant to  securities  (other than stock
options  issued  pursuant to the Company's  stock option plans)  exercisable  or
exchangeable  for,  or  convertible  into,  shares  of  Common  Stock  and  (ii)
25,000,000  shares  of  Series  A  Redeemable  and  Convertible  preferred  were
authorized. $.001 par value, $10.00 liquidation preference value, 1,000,000 were
issued  and  redeemed,  -0-  shares  of  preferred  outstanding.   All  of  such
outstanding  shares have been, or upon issuance will be,  validly issued and are
fully paid and  nonassessable.  Except as  disclosed  in Schedule  3(c),  (i) no
shares of the Company's  capital  stock are subject to preemptive  rights or any
other similar rights or any liens or  encumbrances  suffered or permitted by the
Company,  (ii) there are no  outstanding  debt  securities,  (iii)  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 any of its
Subsidiaries, or contracts, commitments, understandings 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 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 or any of its  Subsidiaries,  (iv) there
are  no  agreements  or  arrangements  under  which  the  Company  or any of its
Subsidiaries is obligated to register the sale of any of their  securities under
the 1933 Act  (except  the  Registration  Rights  Agreement),  (v)  there are no
outstanding  securities or instruments of the Company or any of its Subsidiaries
which contain any redemption or similar provisions,  and there are no contracts,
commitments, understandings or arrangements by which the Company or arty' of its
Subsidiaries  is or may become  bound to redeem a security of the Company or any
of its  Subsidiaries,  (vi) 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  and (vii) the Company does not
have any stock appreciation rights or "phantom stock" plans or agreements or any
similar  plan or  agreement.  The  Company has  furnished  to the Buyer true and
correct copies of the Company's Certificate of Incorporation,  as amended and as
in effect on the date  hereof  (the  "Certificate  of  Incorporation"),  and the
Company's  By-laws,  as  amended  and as in  effect  on  the  date  hereof  (the
"Bylaws"),  and  summaries of the terms of all  securities  convertible  into or
exercisable for Common Stock, if any, and copies of any documents containing the
material rights of the holders thereof in respect thereto.

                                       -6-
<PAGE>

         (d)  Issuance  of  Securities.  The  Commitment  Shares  have been duly
authorized  and,  upon  issuance  in  accordance  with  the  terms  hereof,  the
Commitment Shares shall be (i) validly issued, fully paid and non-assessable and
(ii) free from all taxes,  liens and charges with respect to the issue  thereof.
8,000,000  shares of Common  Stock have been duly  authorized  and  reserved for
issuance  upon purchase  under this  Agreement.  442,152  shares of Common Stock
(subject  to  equitable  adjustment  for any  reorganization,  recapitalization,
non-cash  dividend,  stock split or other  similar  transaction)  have been duly
authorized  and  reserved  for  issuance  as  Additional  Commitment  Shares  in
accordance with Section 4(f) this Agreement. Upon issuance and payment therefore
in  accordance  with the terms and  conditions of this  Agreement,  the Purchase
Shares shall be validly issued,  fully paid and  nonassessable and free from all
taxes,  liens and charges  with respect to the issue  thereof,  with the holders
being entitled to all rights accorded to a holder of Common Stock.

         (e) No Conflicts.  Except as disclosed in Schedule 3(e), the execution,
delivery and  performance  of the  Transaction  Documents by the Company and the
consummation by the Company of the transactions  contemplated hereby and thereby
(including, without limitation, the reservation for issuance and issuance of the
Purchase  Shares)  will not (i)  result in a  violation  of the  Certificate  of
Incorporation,  any Certificate of  Designations,  Preferences and Rights of any
outstanding  series of  preferred  stock of the  Company or the  By-laws or (ii)
conflict  with,  or 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 or any of its  Subsidiaries  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  applicable to the Company or any
of its  Subsidiaries) or by which any property or asset of the Company or any of
its Subsidiaries is bound or affected, except in the case of conflicts, defaults
and  violations  under clause (ii),  which could not  reasonably  be expected to
result in a Material  Adverse  Effect.  Except as  disclosed  in Schedule  3(e),
neither the Company nor its  Subsidiaries  is in  violation of any term of or in
default under its Certificate of Incorporation,  any Certificate of Designation,
Preferences  and  Rights of any  outstanding  series of  preferred  stock of the
Company or By-laws or their  organizational  charter or  by-laws,  respectively.
Except as  disclosed  in  Schedule  3(e),  neither  the  Company  nor any of its
Subsidiaries  is in violation of any term of or is in default under any material
contract, agreement, mortgage,  indebtedness,  indenture,  instrument, judgment,
decree or order or any, statute, rule or regulation applicable to the Company or
its  Subsidiaries,  except for possible  conflicts,  defaults,  terminations  or
amendments  which could not  reasonably  be expected to have a Material  Adverse
Effect. The business of the Company and its Subsidiaries is not being conducted,
and shall not be conducted,  in violation of any law,  ordinance,  regulation of
any governmental entity, except for possible violations, the sanctions for which
either individually or in the aggregate could not reasonably be expected to have
a Material Adverse Effect. Except as specifically contemplated by this Agreement
and as required  under the 1933 Act or 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 or any
regulatory  or  self-regulatory  agency in order for it to  execute,  deliver or
perform  any  of its  obligations  under  or  contemplated  by  the  Transaction
Documents in accordance with the terms hereof or thereof. Except as disclosed in
Schedule 3(e), all consents,  authorizations,  orders, filings and registrations
which the Company is required to obtain pursuant to the preceding sentence shall
be obtained or effected on or prior to the Commencement  Date.  Except as listed
in Schedule  3(e),  since  January 1, 2000,  the Company  has not  received  nor
delivered any notices or  correspondence  form or to the Principal  Market.  The
Principal  Market has not  commenced any  proceedings  against the Company which
could  reasonably be expected to result in the delisting or cessation in trading
of the Common Stock on the Principal Market.

                                       -7-
<PAGE>

         (f)  SEC  Documents;  Financial  Statements.  Except  as  disclosed  in
Schedule 3(f), since January, 1, 2000, the Company has timely filed all reports,
schedules, forms, statements and other documents required to be filed by it with
the SEC pursuant to the reporting requirements of the Securities Exchange Act of
1934, as amended (the "1934 Act") (all of the foregoing  filed prior to the date
hereof and all exhibits included therein and financial  statements and schedules
thereto and  documents  incorporated  by  reference  therein  being  hereinafter
referred to as the "SEC  Documents").  As of their  respective  dates (except as
they have been correctly  amended),  the SEC Documents  complied in all material
respects with the  requirements of the 1934 Act and the rules and regulations of
the SEC promulgated thereunder applicable to the SEC Documents,  and none of the
SEC Documents, at the time they were filed with the SEC (except as they may have
been properly  amended),  contained  any untrue  statement of a material fact or
omitted to state a material fact  required to be stated  therein or necessary in
order to make the statements  therein, in light of the circumstances under which
they were made, not  misleading.  As of their  respective  dates (except as they
have been properly amended), the financial statements of the Company included in
the SEC Documents  complied as to form in all material  respects with applicable
accounting  requirements and the published rules and regulations of the SEC with
respect thereto. Such financial statements have been prepared in accordance with
generally  accepted  accounting  principles,  consistently  applied,  during the
periods  involved  (except (i) as may be otherwise  indicated in such  financial
statements  or the  notes  thereto  or (ii) in the  case  of  unaudited  interim
statements,  to the extent they may exclude  footnotes  or may be  condensed  or
summary  statements)  and fairly present in all material  respects the financial
position  of  the  Company  as of the  dates  thereof  and  the  results  of its
operations  and cash flows for the periods then ended  (subject,  in the case of
unaudited statements, to normal year-end audit adjustments). Except as listed in
Schedule  3(f), the Company has received no notices or  correspondence  from the
SEC since January 1, 2001. The SEC has not commenced any enforcement proceedings
against the Company or any of its subsidiaries.

         (g) Absence of Certain  Changes.  Except as disclosed in Schedule 3(g),
since  September  30,  2001,  there has been no material  adverse  change in the
business, properties,  operations,  financial condition or results of operations
of the Company or its  Subsidiaries.  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  or any of its  Subsidiaries  have  any
knowledge or reason to believe that its creditors intend to initiate involuntary
bankruptcy or insolvency proceedings.  The Company is financially solvent and is
generally able to pay its debts as they become due.

         (h)  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 or any of its Subsidiaries, threatened against or affecting the Company,
the Common Stock or any of the Company's Subsidiaries of any of the Company's or
the Company's  Subsidiaries'  officers or directors in their capacities as such,
which  could  reasonably  be  expected  to have a  Material  Adverse  Effect.  A
description of each action, suit, proceeding, inquiry or investigation before or
by any court, public board, government agency,  self-regulatory  organization or
body  which,  as of the date of this  Agreement,  is  pending or  threatened  in
writing  against  or  affecting  the  Company,  the  Common  Stock or any of the
Company's  Subsidiaries  or any of the Company's or the Company's  Subsidiaries'
officers or  directors  in their  capacities  as such,  is set forth in Schedule
3(h).

         (i) Acknowledgment  Regarding Buyer's Status. The Company  acknowledges
and  agrees  that the Buyer is acting  solely in the  capacity  of arm's  length
purchaser  with  respect  to the  Transaction  Documents  and  the  transactions
contemplated hereby and thereby. The Company further acknowledges that the Buyer
is not acting as a  financial  advisor or  fiduciary  of the  Company (or in any
similar capacity) with respect to the Transaction Documents and the transactions
contemplated hereby and thereby and any

                                      -8-
<PAGE>

advice given by the Buyer or any of its  representatives or agents in connection
with the  Transaction  Documents and the  transactions  contemplated  hereby and
thereby is merely  incidental  to the Buyer's  purchase of the  Securities.  The
Company  further  represents to the Buyer that the  Company's  decision to enter
into  the  Transaction  Documents  has  been  based  solely  on the  independent
evaluation by the Company and its representatives and advisors.

         (j) 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.

         (k) Dilutive Effect. The Company  understands and acknowledges that the
number of Purchase Shares purchasable under this Agreement is not fixed and will
vary  depending on the Purchase  Price at which such shares are  purchased.  The
Company further  acknowledges that its obligation to issue Purchase Shares under
this Agreement in accordance  with the terms and  conditions  hereof is absolute
and unconditional  regardless of the dilutive effect that such issuance may have
on the ownership interests of other shareholders of the Company.

         (1) Intellectual  Property Rights. The Company and its Subsidiaries own
or possess  adequate  rights or licenses to use all material  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 their respective
businesses as now conducted.  Except as set forth on Schedule 3(1),  none of the
Company's  material  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, by the terms and
conditions thereof,  could expire or terminate within two years from the date of
this  Agreement.  The Company and its  Subsidiaries do not have any knowledge of
any infringement by the Company or its  Subsidiaries of any material  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,  except as any forth on
Schedule  3(1),  there is no claim,  action or proceeding  being made or brought
against, or to the Company's knowledge, being threatened against, the Company or
its  Subsidiaries  regarding  trademark,  trade name,  patents,  patent  rights,
invention,  copyright,  license,  service  names,  service  marks,  service mark
registrations,  trade secret or other  infringement,  which could  reasonably be
expected to have a Material Adverse Effect.

         (m)  Environmental  Laws. The Company and its  Subsidiaries  (i) are 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  or  toxic   substances  or  wastes,   pollutants  or
contaminants ("Environmental Laws"), (ii) have received all permits, licenses or
other approvals required of them under applicable  Environmental Laws to conduct
their  respective  businesses  and  (iii) are in  compliance  with all terms and
conditions of any such permit, license or approval, except where, in each of the
three  foregoing  clauses,  the  failure to so comply  could not  reasonably  be
expected to have, individually or in the aggregate, a Material Adverse Effect.

         (n) Title.  The Company and its  Subsidiaries  have good and marketable
title in fee simple to all real  property and good and  marketable  title to all
personal property owned by them which is material to the business of the Company
and its Subsidiaries, in each case free and clear of all liens, encumbrances and
defects  except  such  as are  described  in  Schedule  3(n)  or  such 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

                                      -9-
<PAGE>

and any of its  Subsidiaries.  Any real property and facilities held under lease
by the  Company  and any of its  Subsidiaries  are  held by  them  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 and its Subsidiaries.

         (o) Insurance.  The Company and each of its Subsidiaries are 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  businesses  in which the  Company  and its  Subsidiaries  are
engaged.  Neither  the  Company  nor any such  Subsidiary  has been  refused any
insurance  coverage  sought or applied  for and neither the Company nor any such
Subsidiary  has any  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
and its Subsidiaries, taken as a whole.

         (p) Regulatory  Permits.  The Company and its Subsidiaries  possess all
material  certificates,  authorizations  and permits  issued by the  appropriate
federal,  state or foreign  regulatory  authorities  necessary to conduct  their
respective  businesses,  and neither the  Company  nor any such  Subsidiary  has
received any notice of proceedings relating to the revocation or modification of
any such certificate. authorization or permit.

         (q) Tax Status.  The Company and each of its  Subsidiaries  has made or
filed all federal and state income and all other  material tax returns,  reports
and declarations required by any jurisdiction to which it is subject (unless and
only to the extent that the Company and each of its  Subsidiaries  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.

         (r) Transactions With Affiliates.  Except as set forth on Schedule 3(r)
and other than the grant or  exercise  of stock  options  disclosed  on Schedule
3(c), none of the officers,  directors, or employees of the Company is presently
a party to any transaction  with the Company or any of its  Subsidiaries  (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 an  interest or is an
officer, director, trustee or partner.

         (s) Application of Takeover  Protections.  The Company and its board of
directors have taken or will take prior to the  Commencement  Date all necessary
action, if any, in order to render  inapplicable any control share  acquisition,
business  combination,  poison pill (including any  distribution  under a rights
agreement) or other similar  anti-takeover  provision  under the  Certificate of
Incorporation  or the laws of the state of its  incorporation  which is or could
become  applicable to the Buyer as a result of the transactions  contemplated by
this  Agreement,  including,  without limitation,  the Company's issuance of the
Securities and the Buyer's ownership of the Securities.

                                      -10-
<PAGE>

         (t) Foreign  Corrupt  Practices.  Neither the  Company,  nor any of its
Subsidiaries,  nor any director, officer, agent, employee or other person acting
on behalf of the  Company or any of its  Subsidiaries  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 unlawful bribe,  rebate,  payoff,
influence payment, kickback or other unlawful payment to any foreign or domestic
government official or employee.


         4.       COVENANTS.

         (a) Filing of Registration  Statement.  The Company shall within thirty
(30)  Trading  Days  from  the date  hereof  file a new  registration  statement
covering  the sale of the  Commitment  Shares  and at least  3,000,000  Purchase
Shares. The Buyer and its counsel shall have a reasonable  opportunity to review
and comment upon such  registration  statement or amendment to such registration
statement  and any related  prospectus  prior to its filing with the SEC.  Buyer
shall furnish all information  reasonably requested by the Company for inclusion
therein.  The  Company  shall use its best  efforts  to have  such  registration
statement or amendment  declared  effective by the SEC at the earliest  possible
date.

         (b) Blue Sky. The Company shall,  on or before the  Commencement  Date,
take such action, if any, as the Company shall reasonably determine is necessary
in order to obtain an exemption for or to qualify the Commitment  Shares and the
Purchase  Shares  for  sale  to the  Buyer  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 Buyer on or prior to
the  Commencement  Date. The Company shall make all filings and reports relating
to the offer and sale of the Commitment  Shares and the Purchase Shares required
under  applicable  securities  or "Blue  Sky" laws of the  states of the  United
States prior to the Commencement Date.

         (c)  No  Variable  Priced  Financing.   Other  than  pursuant  to  this
Agreement,  the Company  agrees that beginning on the date of this Agreement and
ending on the date of  termination  of this  Agreement  (as  provided in Section
11(k) hereof),  neither the Company nor any of its Subsidiaries  shall,  without
the prior  written  consent of the  Buyer,  contract  for any  equity  financing
(including  any debt  financing  with an equity  component)  or issue any equity
securities  of the  Company  or any  Subsidiary  or  securities  convertible  or
exchangeable  into or for equity  securities  of the  Company or any  Subsidiary
(including debt securities with an equity  component) which, in any case (i) are
convertible into or exchangeable for an indeterminate number of shares of common
stock,  (ii) are convertible  into or  exchangeable  for Common Stock at a price
which  varies  with the market  price of the Common  Stock,  (iii)  directly  or
indirectly  provide  for any  "re-set"  or  adjustment  of the  purchase  price,
conversion  rate or exercise  price after the issuance of the security,  or (iv)
contain any  "make-whole"  provision  based upon,  directly or  indirectly,  the
market  price of the Common Stock after the  issuance of the  security,  in each
case, other than reasonable and customary anti-dilution adjustments for issuance
of shares  of Common  Stock at a price  which is below the  market  price of the
Common Stock.

         (d) Principal  Market  Approval.  The Company shall promptly secure the
aproval of all of the Purchase Shares and Commitment Shares to be traded on each
national  securities exchange and automated quotation system, if any, upon which
shares of Common Stock are then listed or traded on, as the case may be (subject
to official notice of issuance) and shall maintain,  so long as any other shares
of Common Stock shall be so listed or traded,  as the case may be, such approval
of all such securities from time to time

                                      -11-
<PAGE>

issuable  under  the  terms of the  Transaction  Documents.  The  Company  shall
maintain the Common Stock's authorization for quotation on the Principal Market.
Neither the Company nor any of its Subsidiaries shall take any action that would
be  reasonably  expected  to result in the  delisting,  cessation  in trading or
suspension  of the Common  Stock on the  Principal  Market.  The  Company  shall
promptly,  and in no event later than the following  Trading Day, provide to the
Buyer copies of any notices it receives from the Principal  Market regarding the
continued  eligibility  of the Common Stock for listing or trading,  as the case
may be, on such automated quotation system or securities  exchange.  The Company
shall pay all fees and expenses in connection  with  satisfying its  obligations
under this Section.

         (e)  Limitation  on Short  Sales and  Hedging  Transactions.  The Buyer
agrees that  beginning on the date of this  Agreement  and ending on the date of
termination of this  Agreement as provided in Section  11(k),  the Buyer and its
agents,  representatives and affiliates shall not in any manner whatsoever enter
into or effect,  directly or  indirectly,  any (i) "short sale" (as such term is
defined  in Rule  3b-3 of the 1934  Act) of the  Common  Stock  or (ii)  hedging
transaction,  which  establishes a net short position with respect to the Common
Stock.

         (f) Issuance of  Commitment  Shares;  Limitation on Sales of Commitment
Shares.  Immediately  upon the  execution of this  Agreement,  the Company shall
issue to the Buyer  442,152  shares of Common  Stock  (the  "Initial  Commitment
Shares").  In connection  with each purchase of Purchase Shares  hereunder,  the
Company  agrees to issue to the Buyer a number  of shares of Common  Stock  (the
"Additional  Commitment Shares" and together with the Initial Commitment Shares,
the  "Commitment  Shares")  equal  to the  product  of (x)  442,152  and (y) the
Purchase Amount Fraction.  The "Purchase Amount Fraction" shall mean a fraction,
the  numerator  of which is the  Purchase  Amount  purchased  by the Buyer  with
respect to such purchase of Purchase  Shares and the denominator of which is Ten
Million  Dollars  ($10,000,000).  The  Additional  Commitment  Shares  shall  be
equitably adjusted for any reorganization.  recapitalization, non-cash dividend,
stock split or other similar transaction. The Initial Commitment Shares shall be
issued in  certificated  form and  (subject to Section 5 hereof)  shall bear the
following restrictive legend:

         "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 FORM REASONABLY  ACCEPTABLE TO THE
         COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE
         STATE  SECURITIES  LAWS OR UNLESS SOLD  PURSUANT TO RULE 144 UNDER SAID
         ACT."

         The  Buyer  agrees  that  the  Buyer  shall  not  transfer  or sell the
Commitment  Shares  until the earlier of 800 Trading  Days (40 Monthly  Periods)
from the  date  hereof  or date on which  this  Agreement  has been  terminated,
provided,  however,  that such  restrictions  shall not apply: (i) in connection
with any transfers to or among  affiliates (as defined in the 1934 Act), so long
as they agree to be bound by these  restrictions,  (ii) in  connection  with any
pledge in  connection  with a bona fide loan or margin  account  approved by the
Company, or (iii) if an Event of Default has occurred, or any event which, after
notice  and/or lapse of time,  would become an Event of Default,  including  any
failure by the Company to timely issue  Purchase  Shares  under this  Agreement.
Notwithstanding the forgoing, the Buyer may transfer Commitment Shares to a

                                      -12-
<PAGE>

third  party  in order  to  settle a sale  made by the  Buyer  where  the  Buyer
reasonably  expects  the Company to deliver  Purchase  Shares to the Buyer under
this  Agreement  so long as the Buyer  maintains  ownership  of the same overall
number of  shares  of  Common  Stock by  "replacing"  the  Commitment  Shares so
transferred with Purchase Shares when the Purchase Shares are actually issued by
the Company to the Buyer.

         (g) Due Diligence. The Buyer shall have the right, from time to time as
the Buyer may reasonably deem appropriate,  to perform  reasonable due diligence
on the Company during normal  business  hours.  The Company and its officers and
employees  shall  reasonably  cooperate  with the Buyer in  connection  with any
reasonable  request by the Buyer  related to the  Buyer's due  diligence  of the
Company.


         5.        TRANSFER AGENT INSTRUCTIONS.

         Immediately  upon the  execution of this  Agreement,  the Company shall
deliver  to the  Transfer  Agent a letter in the form as set forth as  Exhibit F
attached hereto with respect to the issuance of the Initial  Commitment  Shares.
On the Commencement  Date, the Company shall cause any restrictive legend on the
Initial  Commitment  Shares to be  removed  and all of the  Purchase  Shares and
Additional  Commitment  Shares to be issued under this Agreement shall be issued
without any restrictive legend. The Company shall issue irrevocable instructions
to the Transfer  Agent,  and any subsequent  transfer  agent,  to issue Purchase
Shares  in the name of the  Buyer  for the  Purchase  Shares  (the  "Irrevocable
Transfer  Agent  Instructions").  The  Company  warrants  to the  Buyer  that no
instruction other than the Irrevocable  Transfer Agent Instructions  referred to
in this  Section  5, will be given by the  Company  to the  Transfer  Agent with
respect to the Purchase Shares and that the Commitment  Shares' and the Purchase
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  subject to the  provisions of Section 4(f) in the case of the
Commitment Shares.


         6.       CONDITIONS  TO THE COMPANY'S  OBLIGATION TO COMMENCE  SALES OF
                  SHARES OF COMMON STOCK.

         The  obligation  of the  Company  hereunder  to  commence  sales of the
Purchase  Shares  is  subject  to the  satisfaction  of  each  of the  following
conditions  on or before the  Commencement  Date (the date that sales begin) and
once such  conditions  have been  initially  satisfied,  there  shall not be any
ongoing  obligation  to  satisfy  such  conditions  after the  Commencement  has
occurred;  provided that these conditions are for the Company's sole benefit and
may be waived by the Company at any time in its sole discretion by providing the
Buyer with prior written notice thereof:

         (a) The Buyer shall have executed each of the Transaction Documents and
delivered the same to the Company  including the  Registration  Rights Agreement
substantially  in the  form  of  Exhibit  A  hereto  (the  "Registration  Rights
Agreement").

         (b)  Subject  to  the  Company's   compliance   with  Section  4(a),  a
registration  statement covering the sale of all of the Commitment Shares and at
least  8,000,000  Purchase  Shares shall have been declared  effective under the
1933 Act by the SEC and no stop order with respect to the Registration Statement
shall be pending or threatened by the SEC.

         (c) The  representations  and warranties of the Buyer shall be true and
correct  in  all  material  respects  as of the  date  when  made  and as of the
Commencement Date as though made at that time (except

                                      -13-
<PAGE>

for  representations  and warranties that speak as of a specific date),  and the
Buyer shall have performed. satisfied and complied in all material respects with
the  covenants,  agreements  and  conditions  required by this  Agreement  to be
performed,  satisfied  or  complied  with  by  the  Buyer  at or  prior  to  the
Commencement Date.


         7.       CONDITIONS TO THE BUYER'S  OBLIGATION TO COMMENCE PURCHASES OF
                  SHARES OF COMMON STOCK.

         The  obligation of the Buyer to commence  purchases of Purchase  Shares
under this  Agreement is subject to the  satisfaction  of each of the  following
conditions  on or before the  Commencement  Date (the date that sales begin) and
once such  conditions  have been  initially  satisfied,  there  shall not be any
ongoing  obligation  to  satisfy  such  conditions  after the  Commencement  has
occurred;  provided that these  conditions  are for the Buyer's sole benefit and
may be waived by the Buyer at any time in its sole  discretion  BY providing the
Company with prior written notice thereof:

         (a) The Company shall have executed each of the  Transaction  Documents
and delivered the same to the Buyer including the Registration  Rights Agreement
substantially in the form of Exhibit A hereto.

         (b) The Company  shall have issued to the Buyer the Initial  Commitment
Shares  and  shall  have  removed  the  restrictive  transfer  legend  from  the
certificate representing the Initial Commitment Shares.

         (c) The Common Stock shall be authorized for quotation on the Principal
Market, trading in the Common Stock shall not have been within the last 365 days
suspended by the SEC or the  Principal  Market and the  Purchase  Shares and the
Commitment Shares shall be approved for listing or trading,  as the case may be,
upon the Principal Market.

         (d) The Buyer shall have received the opinions of the  Company's  legal
counsel dated as of the Commencement Date substantially in the form of Exhibit B
attached hereto.

         (e) The representations and warranties of the Company shall be true and
correct  in all  material  respects  (except  to the  extent  that  any of  such
representations and warranties is already qualified as to materiality in Section
3 above, in which case, such  representations  and warranties  shall be true and
correct  without further  qualification)  as of the date when made and as of the
Commencement  Date as though made at that time (except for  representations  and
warranties  that  speak  as of a  specific  date)  and the  Company  shall  have
performed, satisfied and complied with the covenants,  agreements and conditions
required by the  Transaction  Documents to be  performed,  satisfied or complied
with by the Company at or prior to the  Commencement  Date. The Buyer shall have
received a  certificate,  executed by the CEO,  President or CFO of the Company,
dated as of the Commencement  Date, to the foregoing effect in the form attached
hereto as Exhibit C.

         (f)  The  Board  of  Directors  of  the  Company   shall  have  adopted
resolutions in the form attached  hereto as Exhibit D1 and D-2 which shall be in
full force and effect  without any  amendment  or  supplement  thereto as of the
Commencement Date.

         (g) As of the Commencement Date, the Company shall have reserved out of
its  authorized  and  unissued  Common  Stock,  (A)  solely  for the  purpose of
effecting purchases of Purchase Shares hereunder,

                                      -14-
<PAGE>

at least  8,000,000  shares of Common  Stock  and (B) as  Additional  Commitment
Shares in accordance with Section 4(f) hereof, 442,152 shares of Common Stock.

         (h) The Irrevocable Transfer Agent Instructions,  in form acceptable to
the Buyer  shall  have been  delivered  to and  acknowledged  in  writing by the
Company and the Company's Transfer Agent.

         (i) The  Company  shall  have  delivered  to the  Buyer  a  certificate
evidencing  the  incorporation  and good standing of the Company in the State of
Nevada  issued  by the  Secretary  of State of the  State of Nevada as of a date
within ten (10) Trading Days of the Commencement Date.

         (j) The Company shall have  delivered to the Buyer a certified  copy of
the Certificate of  Incorporation  as certified by the Secretary of State of the
State of Nevada within ten (10) Trading Days of the Commencement Date.

         (k) The  Company  shall  have  delivered  to the  Buyer  a  secretary's
certificate  executed  by  the  Secretary  of  the  Company,  dated  as  of  the
Commencement Date, in the form attached hereto as Exhibit E.

         (1) A registration statement covering the sale of all of the Commitment
Shares and at least 8,000,000 Purchase Shares shall have been declared effective
under the 1933 Act by the SEC and no stop order with respect to the registration
statement  shall be pending or  threatened  by the SEC.  The Company  shall have
prepared and delivered to the Buyer a final form of prospectus to be used by the
Buyer in  connection  with any sales of any  Commitment  Shares or any  Purchase
Shares. The Company shall have made all filings under all applicable federal and
state  securities  laws  necessary to consummate  the issuance of the Commitment
Shares and the Purchase  Shares  pursuant to this  Agreement in compliance  with
such laws.

         (m) No Event of Default has occurred,  or any event which, after notice
and/or lapse of time. would become an Event of Default has occurred.

         (n) On or prior to the  Commencement  Date,  the Company shall take all
necessary action, if any, and such actions as reasonably requested by the Buyer,
in  order  to  render  inapplicable  any  control  share  acquisition,  business
combination,  shareholder rights plan or poison pill (including any distribution
under a rights  agreement) or other similar  anti-takeover  provision  under the
Certificate of Incorporation or the laws of the state of its incorporation which
is or could  become  applicable  to the  Buyer as a result  of the  transactions
contemplated by this Agreement,  including,  without  limitation,  the Company's
issuance of the Securities and the Buyer's ownership of the Securities.


         8.       INDEMNIFICATION.

         In  consideration  of  the  Buyer's   execution  and  delivery  of  the
Transaction  Documents and acquiring the Securities hereunder and in addition to
all of the Company's  other  obligations  under the Transaction  Documents,  the
Company shall defend, protect,  indemnify and hold harmless the Buyer and all of
its  affiliates,  shareholders,  officers,  directors,  employees  and direct or
indirect   investors  and  any  of  the  foregoing   person's  agents  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 attorneys' fees and

                                      -15-
<PAGE>

disbursements (the "Indemnified  Liabilities"),  incurred by any Indemnitee as a
result of, or arising out of, or relating to (a) any misrepresentation or breach
of any  representation  or  warranty  made  by the  Company  in the  Transaction
Documents or any other certificate,  instrument or document  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,  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 the
Transaction   Documents  or  any  other  certificate,   instrument  or  document
contemplated  hereby  or  thereby,   other  than  with  respect  to  Indemnified
Liabilities  which  directly and primarily  result from the gross  negligence or
willful  misconduct  of  the  Indemnitee.  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.


         9.       EVENTS OF DEFAULT.

         An "Event of Default"  shall be deemed to have  occurred at any time as
any of the following events occurs:

         (a) while any  registration  statement  is  required  to be  maintained
effective  pursuant  to the  terms  of the  Registration  Rights  Agreement, the
effectiveness of such registration  statement lapses for any reason  (including,
without limitation, the issuance of a stop order) or is unavailable to the Buyer
for sale of all of the  Registrable  Securities (as defined in the  Registration
Rights  Agreement)  in  accordance  with the  terms of the  Registration  Rights
Agreement.  and such lapse or unavailability  continues for a period of ten (10)
consecutive  Trading  Days or for more than an  aggregate of thirty (30) Trading
Days in any 365-day period:

         (b) the  suspension  from  trading or failure of the Common Stock to be
listed or traded,  as the case may be, on the  Principal  Market for a period of
three (3) consecutive Trading Days;

         (c) the  delisting or cessation of trading,  as the case may be, of the
Company's  Common Stock from the Principal  Market provided the Company's Common
Stock is not immediately  thereafter  trading on the Nasdaq National Market, the
Nasdaq  National  SmallCap,  the New York Stock  Exchange or the American  Stock
Exchange;

         (d) the  failure for any reason by the Transfer Agent to issue Purchase
Shares to the Buyer within five (5) Trading Days after the  applicable  Purchase
Date which the Buyer is entitled to receive  (subject to the Company's  right to
cure such Event of Default upon 5 Trading Days written  notice from the Buyer to
the Company in respect thereof);

         (e) the Company  breaches  any  representation,  warranty,  covenant or
other term or condition under any Transaction Document if such breach could have
a  Material  Adverse  Effect and  except,  in the case of a breach of a covenant
which is reasonably  curable,  only if such breach  continues for a period of at
least ten (10) Trading Days;

         (f)  any  payment  default  under  any  contract   whatsoever   or  any
acceleration  prior  to  maturity  of  any  mortgage,   indenture,  contract  or
instrument  under  which there may be issued or by which there may be secured or
evidenced  any  indebtedness  for money  borrowed  by the  Company  or for money
borrowed the  repayment  of which is  guaranteed  by the  Company,  whether such
indebtedness or guarantee now exists or

                                      -16-
<PAGE>

shall be created  hereafter,  which, with respect to any such payment default or
acceleration  prior to  maturity,  is in excess  of  $1,000,000;

         (g) if any Person  commences a proceeding  against the Company pursuant
to or within the meaning of any Bankruptcy Law;

         (h) if the Company  pursuant to or within the meaning of any Bankruptcy
Law; (A) commences a voluntary  case,  (B) consents to the entry of an order for
relief against it in an involuntary  case, (C) consents to the  appointment of a
Custodian of it or for all or  substantially  all of its  property,  (D) makes a
general assignment for the benefit of its creditors,  (E) becomes insolvent,  or
(F) is generally unable to pay its debts as the same become due: or

         (i) a court of competent  jurisdiction  enters an order or decree under
any  Bankruptcy Law that (A) is for relief against the Company in an involuntary
case, (B) appoints a Custodian of the Company or for all or substantially all of
its property, or (C) orders' the liquidation of the Company or any Subsidiary.

In addition  to any other  rights and  remedies  under  applicable  law and this
Agreement, including the Buyer termination rights under Section 11(k) hereof, so
long as an Event of Default  has  occurred  and is  continuing,  or if any event
which, after notice and/or lapse of time, would become an Event of Default,  has
occurred  and is  continuing,  or so long as the  Purchase  Price is  below  the
Purchase Price Floor, the Buyer shall not be obligated to purchase any shares of
Common Stock under this  Agreement.  If pursuant to or within the meaning of any
Bankruptcy Law, the Company commences a voluntary case or any Person commences a
proceeding  against the Company, a Custodian is appointed for the Company or for
all or  substantially  all of its  property,  or the  Company  makes  a  general
assignment for the benefit of its creditors,  (any of which would be an Event of
Default as described  in Sections  9(g),  9(h) and 9(i)  hereof) this  Agreement
shall  automatically  terminate  without any liability or payment to the Company
without  further  action or notice by any Person.  No such  termination  of this
Agreement  under  Section  11(k)(i)  shall  affect the  Company's or the Buyer's
obligations  under this  Agreement  with  respect to pending  purchases  and the
Company and the Buyer shall complete their  respective  obligations with respect
to any pending purchases under this Agreement.


         10.      CERTAIN DEFINED TERMS.

         For  purposes of this  Agreement,  the  following  terms shall have the
following meanings:

         (a) "1933 Act" means the Securities Act of 1933, as amended.

         (b)   "Available   Amount"   means   initially   Ten  Million   Dollars
($10,000,000)  in the  aggregate  which  amount shall be reduced by the Purchase
Amount each time the Buyer purchases  shares of Common Stock pursuant to Section
1 hereof.

         (c) "Bankruptcy  Law" means Title 11, U.S. Code, or any similar federal
or state law for the relief of debtors.

         (d) "Closing  Sale Price" means,  for any security as of any date,  the
last closing trade price for such  security on the Principal  Market as reported
by  Bloomberg,  or,  if the  Principal  Market is not the  principal  securities
exchange or trading  market for such  security,  the last closing trade price of
such

                                      -17-
<PAGE>

security  on the  principal  securities  exchange or trading  market  where such
security is listed or traded as reported by Bloomberg.

         (e) "Custodian" means any receiver,  trustee;  assignee,  liquidator or
similar official under any Bankruptcy Law.

         (f) "Daily Base Amount" means  initially  Twelve  Thousand Five Hundred
Dollars  ($12,500)  per Trading Day,  which amount may be increased or decreased
from time to time pursuant to Section 1(c) hereof.

         (g) "Floor Price" means initially $0.50,  which amount may be increased
or decreased from time to time pursuant to Section 1(d)(iii) hereof, except that
in no case shall the Floor Price be less than $0.35  without  the prior  written
consent of the Buyer.

         (h) "Maturity Date" means the date that is 800 Trading Days (40 Monthly
Periods) from the Commencement  Date which such date may be extended by up to an
additional six (6) Monthly Periods by the Company,  in its sole  discretion,  by
written notice to the Buyer.

         (i) "Monthly  Base Amount"  means Two Hundred  Fifty  Thousand  Dollars
($250,000) per Monthly Period.

         (j)  "Monthly  Period"  means each  successive  20  Trading  Day period
commencing with the Commencement Date.

         (k)  "Original  Daily Base Amount"  means Twelve  Thousand Five Hundred
Dollars ($12,500) per Trading Day.

         (1)  "Person"  means an  individual  or entity  including  any  limited
liability  company, a partnership,  a joint venture, a corporation,  a trust, an
unincorporated  organization  and a  government  or  any  department  or  agency
thereof.

         (m)  "Principal  Market"  means The Nasdaq  OTC/Bulletin  Board market,
provided,  however,  that in the event the Company's Common Stock is ever traded
or listed on the Nasdaq National Market,  Nasdaq SmallCap Market, New York Stock
Exchange or the American Stock Exchange,  than the "Principal Market" shall mean
such other market or exchange on which the Company's Common Stock is then traded
or listed.

         (n) "Purchase  Amount" means the portion of the Available  Amount to be
purchased by the Buyer pursuant to Section 1 hereof.

         (o)  "Purchase  Date"  means the  actual  date that the Buyer is to buy
Purchase Shares pursuant to Section 1 hereof.

         (p) "Purchase Price" means, as of any date of  determination  the lower
of the  (A)  the  lowest  Sale  Price  of the  Common  Stock  on  such  date  of
determination  and (B) the  arithmetic  average of the three (3) lowest  Closing
Sale Prices for the Common Stock during the twelve (12) consecutive Trading Days
ending on the Trading Day immediately  preceding such date of determination  (to
be appropriately  adjusted for any  reorganization,  recapitalization,  non-cash
dividend, stock split or other similar transaction).

                                      -18-
<PAGE>

         (q) "Sale  Price"  means,  for any  security as of any date,  any trade
price for such security on the Principal Market as reported by Bloomberg, or, if
the Principal Market is not the principal  securities exchange or trading market
for such security,  the trade price of such security on the principal securities
exchange or trading  market where such  security is listed or traded as reported
by Bloomberg,

         (r) "SEC" means the United States Securities and Exchange Commission.

         (s)  "Transfer  Agent" means the  transfer  agent of the Company as set
forth in Section  11(f)  hereof or such other  person who is then serving as the
transfer agent for the Company in respect of the Common Stock.

         (t) "Trading Day" means any day on which the  Principal  Market is open
for customary trading.


         11.     MISCELLANEOUS.

         (a) Governing Law; Jurisdiction;  Jury Trial. The corporate laws of the
State of Nevada shall govern all issues  concerning  the relative  rights of the
Company and its shareholders.  All other questions  concerning the construction.
validity,  enforcement  and  interpretation  of this  Agreement  and  the  other
Transaction  Documents  shall be governed by the  internal  laws of the State of
Illinois,  without  giving  effect  to any  choice  of law  or  conflict  of law
provision or rule (whether of the State of Illinois or any other  jurisdictions)
that would cause the application of the laws of any jurisdictions other than the
State of  Illinois.  Each party  hereby  irrevocably  submits  to the  exclusive
jurisdiction of the state and federal courts sitting in the City of Chicago, for
the  adjudication  of any  dispute  hereunder  or under  the  other  Transaction
Documents  or in  connection  herewith  or  therewith.  or with any  transaction
contemplated  hereby or discussed herein.  and hereby  irrevocably  waives.  and
agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such suit. action
or  proceeding  is  brought in an  inconvenient  forum or that the venue of such
suit,  action or proceeding is improper.  Each party hereby  irrevocably  waives
personal  service of process and  consents to process  being  served in any such
suit,  action or  proceeding  by  mailing a copy  thereof  to such  party at the
address for such notices to it under this Agreement and agrees that such service
shall  constitute  good and  sufficient  service of process and notice  thereof.
Nothing  contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST,  A JURY TRIAL FOR THE ADJUDICATION
OF ANY  DISPUTE  HEREUNDER  OR IN  CONNECTION  HEREWITH  OR ARISING  OUT OF THIS
AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

         (b)  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;  provided  that a facsimile  signature
shall be  considered  due  execution  and shall be  binding  upon the  signatory
thereto with the same force and effect as if the signature were an original, not
a facsimile signature.

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

                                      -19-
<PAGE>

         (d)  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.

         (e) Entire  Agreement;  Amendments.  With the  exception  of the Mutual
Nondisclosure  Agreement between the parties dated as of December 27, 2001, this
Agreement  supersedes  all other  prior oral or written  agreements  between the
Buyer,  the Company,  their  affiliates  and persons acting on their behalf with
respect  to  the  matters  discussed  herein,  and  this  Agreement,  the  other
Transaction  Documents 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  Buyer  makes  any  representation,   warranty,   covenant  or
undertaking with respect to such matters.  No provision of this Agreement may be
amended  other than by an  instrument  in writing  signed by the Company and the
Buyer,  and no  provision  hereof may be waived other than by an  instrument  in
writing signed by the party against whom enforcement is sought.

         (f) 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:  (i) upon  receipt,  when
delivered  personally;  (ii)  upon  receipt,  when sent by  facsimile  (provided
confirmation of transmission  is  mechanically or  electronically  generated and
kept on file by the sending party);  or (iii) one Trading 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:
                   Global Seafood Technologies, Inc.
                   555 Bayview Avenue
                   Biloxi, MS 39530
                   Telephone:        228-435-3632
                   Facsimile:        228-432-8816
                   Attention:        Chief Financial Officer

         With a copy to:
                   Elkins, P.L.C.
                   201 St. Charles Avenue
                   Suite 4400
                   New Orleans, LA 70170
                   Telephone:        504-529-3600
                   Facsimile:        504-529-7163
                   Attention:        David B. Epstein, Esq.

         If to the Buyer:
                   Fusion Capital Fund II, LLC
                   222 Merchandise Mart Plaza, Suite 9-112
                   Chicago, IL 60654
                   Telephone:        312-644-6644
                   Facsimile:        312-644-6244
                   Attention:        Steven G. Martin

                                      -20-
<PAGE>

          If to the Transfer Agent:
                   Fidelity Transfer
                   1800 South West Temple
                   Suite 301
                   Salt Lake City, UT 84115
                   Telephone:         801-484-7222
                   Facsimile:         801-466-4122
                   Attention:         Heidi Sadowski



or at such other address and/or facsimile number and/or to the attention of such
other person as the  recipient  party has  specified by written  notice given to
each other  party  three (3)  Trading  Days prior to the  effectiveness  of such
change.  Written  confirmation  of receipt  (A) given by the  recipient  of such
notice,   consent.   waiver  or  other   communication,   (B)   mechanically  or
electronically  generated by the sender's facsimile machine containing the time.
date, and recipient facsimile number or (C) provided by a nationally  recognized
overnight  delivery service,  shall be rebuttable  evidence of personal service,
receipt by facsimile or receipt from a nationally. recognized overnight delivery
service in accordance with clause (i), (ii) or (iii) above, respectively.

         (g)  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 Buyer, including by merger or
consolidation.  The Buyer may not assign its  rights or  obligations  under this
Agreement.

         (h) 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.

         (i)  Publicity.  The  Buyer  shall  have the  right to  approve  before
issuance  any press  releases  or any other  public  disclosure  (including  any
filings  with the SEC) with  respect to the  transactions  contemplated  hereby;
provided,  however,  that the  Company  shall be  entitled,  without  the  prior
approval  of the Buyer,  to make any press  release or other  public  disclosure
(including  any filings  with the SEC) with respect to such  transactions  as is
required  by  applicable  law and  regulations  (although  the  Buyer  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).

         (j) 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.

         (k) Termination. This Agreement may be terminated only as follows:

                  (i) By the Buyer any time an Event of Default  exists  without
         any  liability  or payment to the Company.  However,  if pursuant to or
         within the  meaning of any  Bankruptcy  Law,  the  Company  commences a
         voluntary  case  or any  Person  commences  a  proceeding  against  the
         Company,  a  Custodian  is  appointed  for  the  Company  or for all or
         substantially  all of its  property,  or the  Company  makes a  general
         assignment for the benefit of its creditors,  (any of which would be an
         Event of Default as described in Sections  9(g),  9(h) and 9(i) hereof)
         this Agreement shall

<PAGE>

         automatically terminate without any liability or payment to the Company
         without further action or notice by any Person.  No such termination of
         this Agreement  under this Section  11(k)(i) shall affect the Company's
         or the Buyer's obligations under this Agreement with respect to pending
         purchases and the Company and the Buyer shall complete their respective
         obligations with respect to any pending purchases under this Agreement.

                  (ii)  In the  event  that  the  Commencement  shall  not  have
         occurred, the Company shall have the option to terminate this Agreement
         for any reason or for no reason without liability.  of any party to any
         other party.

                  (iii)  In the  event  that  the  Commencement  shall  not have
         occurred on or before June 30, 2002,  due to the failure to satisfy the
         conditions  set forth in  Sections  6 and 7 above  with  respect to the
         Commencement  (and  the  nonbreaching  part's  failure  to  waive  such
         unsatisfied condition(s)), the nonbreaching party shall have the option
         to  terminate  this  Agreement at the close of business on such date or
         thereafter without liability of any part to any other party.

                  (iv) If by the Maturity Date (including any extension  thereof
         by the Company pursuant to Section 10(g) hereof), for any reason or for
         no reason the full Available  Amount 'under this Agreement has not been
         purchased as provided for in Section 1 of this Agreement,  by the Buyer
         without any liability or payment to the Company.

                  (v) At any time after the Commencement Date, the Company shall
         have the option to terminate  this  Agreement  for any reason or for no
         reason by  delivering  notice (a "Company  Termination  Notice") to the
         Buyer  electing to terminate  this  Agreement  without any liability or
         payment to the  Buyer.  The  Company  Termination  Notice  shall not be
         effective  until one (1) Trading Day after it has been  received by the
         Buyer.

                  (vi) This Agreement shall automatically  terminate on the date
         that the Company  sells and the Buyer  purchases  Ten  Million  Dollars
         ($10,000,000) as provided  herein,  without any action or notice on the
         part of any party.

Except as set forth in  Sections  11(k)(i)  (in  respect  of an Event of Default
under  Sections  9(g),  9(h) and 9(i)) and  11(k)(vi),  any  termination of this
Agreement  pursuant to this  Section 11 (k) shall be effected by written  notice
from the Company to the Buyer, or the Buyer to the Company,  as the case may be,
setting forth the basis for the  termination  hereof.  The  representations  and
warranties  of the Company and the Buyer  contained  in Sections 2 and 3 hereof,
the indemnification  provisions set forth in Section 8 hereof and the agreements
and covenants set forth in Section 11, shall  survive the  Commencement  and any
termination of this Agreement. No termination of this Agreement shall affect the
Company's  or the  Buyer's  obligations  under this  Agreement  with  respect to
pending  purchases and the Company and the Buyer shall complete their respective
obligations with respect to any pending purchases under this Agreement.

         (1) No  Financial  Advisor,  Placement  Agent,  Broker or  Finder.  The
Company  acknowledges  that it has retained  Wellington  Capital  Corporation as
financial advisor in connection with the transactions  contemplated  hereby. The
Company  represents  and warrants to the Buyer that it has not engaged any other
financial  advisor,  placement  agent,  broker or finder in connection  with the
transactions  contemplated  hereby.  The Buyer  represents  and  warrants to the
Company that it has not engaged any financial advisor,  placement agent,  broker
or finder in connection with the transactions  contemplated  hereby. The Company
shall be responsible for the payment of any fees or commissions,  if any, of any
financial advisor,  placement agent, broker or finder relating to or arising out
of the transactions contemplated hereby. The Company

                                      -22-
<PAGE>

shall pay, and hold the Buyer harmless against,  any liability,  loss or expense
(including,  without  limitation,  attorneys'  fees and out of pocket  expenses)
arising in connection with any such claim.

         (m) 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.

         (n) Remedies,  Other  Obligations,  Breaches and Injunctive Relief. The
Buyer's remedies  provided in this Agreement shall be cumulative and in addition
to all other remedies available to the Buyer under this Agreement,  at law or in
equity  (including  a decree of specific  performance  and/or  other  injunctive
relief),  no remedy of the Buyer  contained  herein  shall be deemed a waiver of
compliance  with the  provisions  giving rise to such remedy and nothing  herein
shall limit the Buyer's  right to pursue  actual  damages for any failure by the
Company to comply with the terms of this  Agreement.  The  Company  acknowledges
that a breach by it of its obligations  hereunder will cause irreparable harm to
the Buyer and that the remedy at law for any such breach may be inadequate.  The
Company  therefore  agrees that,  in the event of any such breach or  threatened
breach,  the  Buyer  shall be  entitled,  in  addition  to all  other  available
remedies,  to an  injunction  restraining  any breach.  without the necessity of
showing economic loss and without any bond or other security being required.

         (o)  Changes to the Terms of this  Agreement.  This  Agreement  and any
provision  hereof may only be amended by an instrument in writing  signed by the
Company and the Buyer. The term "Agreement" and all reference  thereto,  as used
throughout this instrument.  shall mean this instrument as originally  executed,
or if later amended or supplemented, then as so amended or supplemented.

         (p) Enforcement Costs. If: (i) this Agreement is placed by the Buyer in
the hands of an attorney for enforcement or is enforced by the Buyer through any
legal proceeding;  or (ii) an attorney is retained to represent the Buyer in any
bankruptcy,   reorganization,   receivership  or  other  proceedings   affecting
creditors'  rights  and  involving  a claim  under this  Agreement;  or (iii) an
attorney is retained to represent the Buyer in any other proceedings  whatsoever
in connection with this  Agreement,  then the Company shall pay to the Buyer, as
incurred by the Buyer,  all reasonable costs and expenses  including  attorneys'
fees  incurred in  connection  therewith,  in addition to all other  amounts due
hereunder.

         (q)  Failure  or  Indulgence  Not  Waiver.  No  failure or delay in the
exercise of any power,  right or privilege  hereunder  shall operate as a waiver
thereof,  nor shall any single or partial  exercise of any such power,  right or
privilege  preclude  other or further  exercise  thereof or of any other  right,
power or privilege.




                                   * * * * *



                                      -23-
<PAGE>

         IN WITNESS  WHEREOF,  the Buyer and the Company have caused this Common
Stock Purchase Agreement to be duly executed as of the date first written above.





                                    THE COMPANY:

                                    GLOBAL SEAFOOD TECHNOLOGIES, INC.

                                    By: /s/ Brent Gutierrez
                                       --------------------------------------
                                    Name: Brent Gutierrez
                                    Title: President & CEO



                                    BUYER:

                                    FUSION CAPITAL FUND II, LLC
                                    BY: FUSION CAPITAL PARTNERS, LLC
                                    BY: SGM HOLDINGS CORP.


                                    By:  /s/ Steven G. Martin
                                       --------------------------------------
                                    Name: Steven G. Martin
                                    Title: President

                                      -24-