June 27, 2002

Public Securities, Inc.
300 North Argonne Road
Suite 202
Spokane, Washington  99212

Gentlemen:

INTERNATIONAL TEST SYSTEMS, INC., a  Delaware Corporation (the "Company"),  with
principal  offices  located at 16161 College Oak, Suite 101, San Antonio,  Texas
78249, has an authorized  capitalization  of 50,000,000  shares of Common Stock,
$0.001  par value and  10,000,000  shares of  Preferred  Stock,  $0.01 par value
("Preferred  Stock").  The  Company  proposes to issue and sell  through  Public
Securities,  Inc., (the  "Underwriter")  1,250,000 shares of common stock, $.001
par value @ $.40 per share,  1,250,000  Class A warrants @ $0.10 per warrant and
1,250,000  Class B warrants @ $.10 per  warrant.  The shares of Common Stock and
Warrants are being offered on a "best efforts, minimum or maximum" basis.

The Company wishes to confirm as follows its agreements with you.

1.   Certain Definitions

     The following  shall  constitute  the  definitions of certain terms used in
this Agreement:

     (a)  "Underwriter" shall refer to Public Securities, Inc.

     (b)  "Company" shall refer to INTERNATIONAL  TEST SYSTEMS,  INC., INC., its
          affiliates, and subsidiaries.

     (c)  "Commission" shall refer to the Securities and Exchange Commission.

     (d)  "Act" shall refer to the Securities Act of 1933 as amended.

     (e)  "Regulations"  shall  refer  to  the  rules  and  regulations  of  the
          Commission.

     (f)  "Share"  shall  refer to the  Shares of the  Company's  Common  Stock,
          $0.001 par value.  The  Shares are being  offered on a "best  efforts,
          minimum or maximum" basis.

     (g)  "Common  Stock"  shall  refer to the  Shares of the  Company's  Common
          Stock, $0.001 par value.

     (h)  "Effective  Date" shall be the first date upon which the  Registration
          Statement filed pursuant to this Agreement shall be declared effective
          by the  Commission,  i.e., the date when the Shares may be offered for
          sale to the public.

     (i)  "Registration  Statement" shall refer to the  Registration  Statement,
          Form SB-1  (File No.  333-88179)  filed for the  proposed  sale of the
          Common Stock, prospectus, preliminary prospectus, Underwriter's Common
          Stock Purchase Warrant,  Warrants,  Shares, Common Stock, exhibits and
          financial  statements  as finally  amended  and  revised  prior to the
          Effective  Date.  Except as the context may  otherwise  require,  such
          Registration Statement, as amended, on file with the Commission at the
          time the  Registration  Statement  becomes  effective  (including  the
          prospectus,  financial  statements,  any  schedules,  exhibits and all
          other  documents  filed as a part thereof or that may be  incorporated
          therein (including,  but not limited to those documents or information
          incorporated by reference  therein) and all information deemed to be a
          part thereof as of such time  pursuant to paragraph (b) of Rule 430(A)
          of the Rules and Regulations), is hereinafter called the "Registration
          Statement,"  and the form of  prospectus  in the form first filed with
          the Commission  pursuant to Rule 424(b) of the Rules and  Regulations,
          is hereinafter called the "Prospectus."
<PAGE>

     (j)  "NASD" shall refer to the National  Association of Securities Dealers,
          Inc.

     (k)  "Warrants"  shall refer to the Company's Class A, and Class B Warrants
          for the  purchase  of  Common  Stock:  1,250,000  Class  A  redeemable
          warrants,  @ $0.10 per  warrant,  and which may be  exercised  for one
          share of common  stock at an  exercise  price of $2.50 per share,  and
          1,250,000 Class B redeemable  warrants,  @ $0.10 per warrant and which
          may be exercised for one share of common stock at an exercise price of
          $4.50 per share.

     (l)  "Registrable  Securities"  shall  refer to the Shares,  Warrants,  and
          Underwriter's  Common  Stock  Purchase  Warrant,  filed as part of the
          Registration Statement.

2.   Underwriter's Compensation

     (a)  The Company hereby  appoints the  Underwriter  as its exclusive  agent
          during the  continuance  of the  authorization  hereunder  to sell and
          obtain purchasers for:  1,250,000 Shares at a public offering price of
          $0.40 per Share and at an aggregate public offering price of $500,000;
          1,250,000  Class A Warrants,  at a public  offering price of $0.10 per
          warrant and at an aggregate  public  offering  price of  $125,000;  or
          1,250,000  Class B Warrants,  at a public  offering price of $0.10 per
          warrant,  and at an aggregate public offering price of $125,000;  on a
          "best efforts,  minimum or maximum basis.  Unless $125,000.00 worth of
          Shares and Warrants, in any combination, are sold and payment received
          by the Company  therefore  within 120 days from the Effective Date, no
          Shares  will be  sold,  and in that  event  the  Underwriter  will not
          receive any of the commissions mentioned,  but will be entitled to all
          accountable  out-of-pocket  expenses,  not to exceed  $5,000.00.  Such
          exclusive  agency  shall  be good and  irrevocable  unless  and  until
          terminated as herein and hereinafter set forth.

     (1)  If the sale of the Securities by the  Underwriter  is not  consummated
          for any  reason not  attributable  to the  Underwriter,  or if (i) the
          Company unilaterally  withdraws the Registration Statement or does not
          proceed  with  the  public   offering  for  reasons   other  than  the
          affirmative wrongdoing of the Underwriter, or (ii) the representations
          in  Section  3 hereof  are not  correct  or the  covenants  cannot  be
          complied with, or (iii) there has been a materially  adverse change in
          the condition, prospects or obligations of the Company or a materially
          adverse change in stock market conditions from current conditions,  or
          (iv) the "road show"  presentation  produced a negative  affect on the
          intended syndicate members, or (v) the Company unilaterally terminates
          the  financing,  the Company will  reimburse the  Underwriter  for its
          out-of-pocket  expenses  up to a maximum  of  $5,000.00  but any funds
          remaining  unused  from a $2,500.00  advance,  will be returned to the
          Company.  In the event of unilateral  termination by the Company,  the
          Underwriter will re-evaluate the Company and the Company agrees to pay
          the  Underwriter a consulting and  restructuring  fee of $1,000.00 and
          deliver  25,000  shares of common stock to be registered on any future
          offering and non-dilutive until that financing.
<PAGE>

     (b)  Subject to the filing and the becoming  effective of the  Registration
          Statement and a prospectus in  compliance  with the  provisions of the
          Act and the availability  for sale to the public,  pursuant to law, of
          the  offered  Shares  and  subject  to the  fulfillment  of all of the
          obligations  of the Company and  compliance  with all of the terms and
          conditions  hereof by the Company and in reliance upon the warranties,
          representations   and  covenants  made  by  the  Company  herein,  the
          Underwriter  accepts the foregoing  exclusive agency and agrees to use
          its best  efforts  during  the term of the  within  Agreement  and the
          continuance of the  authorization  provided herein to sell the offered
          Shares  when and as issuable  at the public  offering  price set forth
          above; and to make such public offering at such time as Underwriter so
          determines and after the following have been completed:

          (1)  Registration Statement and prospectus have become effective.

          (2)  Approval of offering by NASD.

          (3)  Blue Sky clearance from the states required by Underwriter.

          (4)  Shares and/or Certificates are available for public offering.

          (5)  Company   furnishes   Underwriter   with  sufficient   number  of
               prospectus.

     (c)  As  compensation  for the  services  of the  Underwriter  herein,  the
          Company shall allow the  Underwriter,  subject to the sale and receipt
          of funds in the minimum amount of  $125,000.00for  any  combination of
          Shares and Warrants and in the maximum amount of  $750,000.00  for any
          combination  of Share and  Warrants  to be  offered  herein,  a sale's
          commission  of ten percent (10%) of the public  offering  price on all
          offered Shares and Warrants to be sold hereunder.  The Underwriter may
          organize a selling group (which group may include the  Underwriter) or
          associate itself with such other Underwriters as it may deem necessary
          as long as such  underwriters  or  members  of the  selling  group are
          members of the NASD for the purpose of distributing the offered Shares
          and Warrants and in such event,  the  Underwriter may allow to members
          of such selling group,  or such other  underwriters,  such part of the
          aforementioned   commission  or  discount  as  it  may,  in  its  sole
          discretion  determine.  Shares  and  Warrants  sold by  members of the
          selling  group  who are not a member of the  NASD,  including  foreign
          brokers,  and dealers  registered  pursuant to the  Securities  Act of
          1934,  may only be sold at the  price of $0.40 per Share and $0.10 per
          Warrant.  The  Underwriter  shall  be paid a  non-accountable  expense
          allowance of up to $5,000.00  of which  $2,500.00has  been paid by the
          Company to the Underwriter Such commission and expense allowance shall
          be  deductible  by the  Underwriter  prior to  remittance by it to the
          Company on account of the Shares and Warrants sold.

          (1)  Underwriter's Common Stock Purchase Warrant: At the Closing Date,
               the Company will sell to the  Underwriter for a purchase price of
               $.001,  per warrant,  warrants to purchase  Shares at 140% of the
               offering  price of the Shares (the  "Underwriter's  Common  Stock
               Purchase Warrant" or "Underwriter's  Warrants").  Each Share will
               be identical to the Shares except that the Underwriter's Warrants
               cannot be exercised  until one year after the  effective  date of
               the Registration Statement.  The total number of Shares which may
               be purchased on the exercise of the  Underwriter's  Warrants will
               be 10% of the  Shares  and  Warrants  sold in the  offering.  The
               Underwriter's    Warrants    shall    be    nonexercisable    and
               nontransferable for a period of twelve (12) months after the date
               of the Prospectus used in the offering.
<PAGE>

          The Company  agrees to register a  sufficient  number of shares of its
          Common  Stock  pursuant  to  the  Registration  Statement  so  that  a
          sufficient  number  of  shares  of its  Common  Stock  underlying  the
          Underwriter's  Warrants are registered and available to be issued upon
          the exercise of the Underwriter's Warrants. The Company will set aside
          and at all times have  available a  sufficient  number of  Registrable
          shares of its  Common  Stock to be  issued  upon the  exercise  of the
          Underwriter's Warrants.

          The Company and the  Underwriter  agree that,  prior to the  effective
          date of the Company's  Registration  Statement,  the  Underwriter  may
          designate that the Underwriter's Warrants be issued in varying amounts
          directly  to its  officers  and not to the  Underwriter,  and to other
          Underwriters and their  designees,  such designation will only be made
          by the  Underwriter  if it determines  that such  issuances  would not
          violate the  interpretation of the Board of Governors of the NASD. The
          Underwriter has disclosed to the Company,  and the Company has agreed,
          that the Underwriter  may transfer,  after twelve (12) months from the
          date  of  the  Underwriter's   Warrants,  a  portion  or  all  of  the
          Underwriter's Warrants to certain persons,  including, but not limited
          to, the Underwriter's officers, directors, shareholders, employees, or
          registered representatives. The Underwriter and the Company agree that
          such  transfers  will  only  be  made  if  they  do  not  violate  the
          registration provisions of the Act and the Underwriter will deliver an
          opinion of counsel to that effect to the Company.

          Upon  written  request  of the then  holder(s)  of at least 51% of the
          total  Underwriter's  Warrants and securities  issued upon exercise of
          the Underwriter's  Warrants  (originally  issued to the Underwriter or
          his designees),  made at any time within the period  commencing twelve
          (12) months after the date of the Prospectus and ending four (4) years
          thereafter,   the   Company   will  file,   not  more  than  once,   a
          Post-Effective  Amendment,  Registration  Statement or Notification on
          Form l-A under the Act, registering or qualifying, as the case may be,
          the   Underwriter's   Warrants   and/or  the  shares   underlying  the
          Underwriter's Warrants. The Company must file a Registration Statement
          and will not have a choice between filing a Registration  Statement or
          a  Notification  on Form I-A if the shares  underlying  them cannot be
          sold under Regulation A because of the limited exemption.  The Company
          agrees to use its best  efforts  to cause  the above  filing to become
          effective.   All  expenses  of  such  registration  or  qualification,
          including,  but  not  limited  to,  legal,   accounting,   "Blue  Sky"
          registration/qualification  costs, and printing fees, will be borne by
          the Company exclusive of any commissions.

          In  addition  to the above,  the  Company  agrees that if, at any time
          during  the  term of the  Underwriter's  Warrants,  it  should  file a
          Registration  Statement  with the  Commission  pursuant to the Act (or
          file a Notification  on Form l-A) under the Act for a public  offering
          of equity  securities for cash,  either for the account of the Company
          or Selling Shareholders,  the Company will at its own expense,  except
          commissions,  offer to said holder(s) the  opportunity to register the
          shares underlying the Underwriter's Warrants for public offering. This
          paragraph is not applicable to a Registration Statement filed with the
          Commission on Forms S-4 or S-8.
<PAGE>

          In addition to the rights above  provided,  the Company will cooperate
          with the then  holder(s)  of the  Underwriter's  Warrants  and  shares
          issued upon the  exercise of the  Underwriter's  Warrants in preparing
          and signing any Registration Statement or Notification, in addition to
          the Registration Statement and Notifications discussed above, required
          in order to sell or  transfer  the  aforesaid  Underwriter's  Warrants
          and/or  underlying  shares and will  supply all  information  required
          therefor,  but such additional  Registration Statement or Notification
          shall be at the then holder(s) cost and expense.

     (2)  Solicitation Fee: The Company shall pay a solicitation fee to any NASD
          registered  representative  who, if after one year from the  effective
          date of the Registration Statement the Warrants are called, causes the
          exercise  thereof prior to the  expiration as set forth in the Warrant
          Agreement,  subject,  however, to the provisions of the NASD Notice to
          Members  81-38  (September  22,  1981).  NASD Notice to Members  81-38
          provides  that  an NASD  registered  representative  may  not  receive
          compensation as a result of any of the following transactions: (1) the
          exercise of Warrants where the market price of the underlying security
          is lower than the exercise price; (2) the exercise of Warrants held in
          any  discretionary   account;  (3)  the  exercise  of  Warrants  where
          disclosure of compensation arrangements has not been made in documents
          provided to customers both as part of the original offering and at the
          time of exercise;  and,  (4) the  exercise of Warrants in  unsolicited
          transactions.  Unless  granted  an  exemption  from Rule  10b-6 of the
          Securities  Exchange Act of 1934, the  Underwriter  and any soliciting
          Broker/Dealers  will be prohibited  from engaging in any market making
          activities  with regards to the  Company's  securities  for the period
          from nine (9) business days prior to any  solicitation of the exercise
          of any Warrants until the later of the termination of the solicitation
          activity or the termination (by waiver of otherwise) of any right that
          the  Underwriter and soliciting  Broker/Dealers  may have to receive a
          fee for the exercise of Warrants following such solicitation.

     (d)  If at any  time,  any  condition  of  the  obligation  of the  Company
          hereunder  shall  not have  been met or shall  cease to be met and the
          Underwriter  shall have given the Company  notice of the desire of the
          Underwriter   to   terminate   this   Agreement   on  account  of  the
          non-fulfillment  of any such condition or  obligation,  then upon such
          notice,  the within Agreement shall terminate,  saving all such rights
          as the  respective  parties may then by law  possess.  Any such notice
          must be in  writing.  If the  within  Agreement  shall  not be  sooner
          terminated  as  provided  in the within  paragraph,  then,  and in all
          events,  the Agreement  herein shall  terminate at such time as all of
          the Shares shall have been subscribed for pursuant to the terms of the
          public offering herein. The date upon which the Agreement herein shall
          terminate for whatever reason is herein  sometimes  referred to as the
          "Termination Date".

3.   Representations and Warranties of the Company.  As material  inducements to
     the Underwriter to enter into this Agreement, the Company hereby represents
     and warrants  to, and agrees with the  Underwriter  which  representations,
     warranties and agreements shall survive the closing, as follows:

     (a)  The Company has prepared and filed with the  Commission a registration
          statement,  and an amendment or amendments  thereto, on Form SB-1 (No.
          333-88179), including any related preliminary prospectus ("Preliminary
          Prospectus"),  for the registration of the Securities (including , the
          Representative's Warrant (sometimes referred to herein collectively as
          the  "Registered  Securities"),  under  the  Act,  which  registration
          statement  and  amendment  or  amendments  have been  prepared  by the
          Company in conformity with the  requirements of the Act, and the Rules
          and Regulations. The Company will promptly file a further amendment to
          said  registration  statement in the form heretofore  delivered to the
          Underwriter and will not file any other amendment thereto to which the
          Underwriter  shall have  objected  verbally or in writing after having
          been furnished with a copy thereof.
<PAGE>

     (b)  Neither the Commission nor any state  regulatory  authority has issued
          any order  preventing or suspending  the use of any  Prospectus or the
          Registration  Statement and no proceeding for an order  suspending the
          effectiveness  of the  Registration  Statement or any of the Company's
          Shares has been  instituted  or is pending  or  threatened.  Each such
          Prospectus and/or any supplement thereto has conformed in all material
          respects  with  the   requirements  of  the  Act  and  the  Rules  and
          Regulations and on its date did not include any untrue  statement of a
          material fact or omit to state a material  fact  necessary to make the
          statements therein not misleading, in light of the circumstances under
          which  they were made and (i) the  Prospectus  and/or  any  supplement
          thereto  will contain all  statements  which are required to be stated
          therein by the Act and Rules and Regulations,  and (ii) the Prospectus
          and/or any supplement thereto will not include any untrue statement of
          a material  fact or omit to state any  material  fact  required  to be
          stated  therein  or  necessary  to make  the  statements  therein  not
          misleading,  in light of the circumstances under which they were made;
          provided,  however, that no representations,  warranties or agreements
          are made hereunder as to information  contained in or omitted from the
          Prospectus  in reliance  upon,  and in  conformity  with,  the written
          information  furnished  to the  Company by you as set forth in Section
          2(e) above.

     (c)  The Company has been duly  incorporated  and is validly  existing as a
          corporation  in good  standing  under  the  laws of the  state  of its
          incorporation,  with full power and authority (corporate and other) to
          own its  properties  and conduct its  businesses  as  described in the
          Prospectus  and  is  duly  qualified  to  do  business  as  a  foreign
          corporation in good standing in all other  jurisdictions  in which the
          nature of its business or the character or location of its  properties
          requires  such  qualification,  except where the failure to so qualify
          would not have a material  adverse effect on the business,  properties
          or operations of the Company and the subsidiaries as a whole.

     (d)  The Company has full legal right,  power and  authority to  authorize,
          issue,  deliver and sell the Shares, and to enter into this Agreement,
          the  Underwriter's  Common  Stock  Purchase  Warrant  dated  as of the
          initial  closing date to be exercised  and delivered by the Company to
          the  Underwriter  (the  "Underwriter's  Common Stock Purchase  Warrant
          Agreement"),  and to consummate the transactions  provided for in such
          agreements,  and each of such  agreements  has been duly and  properly
          authorized,  and on the Initial Closing Date will be duly and properly
          executed and delivered by the Company.  This Agreement constitutes and
          on the Initial  Closing Date the  Underwriter's  Common Stock Purchase
          Warrant will then constitute valid and binding agreements, enforceable
          in   accordance   with   their   respective   terms   (except  as  the
          enforceability  thereof may be limited by  bankruptcy or other similar
          laws  affecting  the  rights  of  creditors  generally  or by  general
          equitable  principles and except as the enforcement of indemnification
          provisions may be limited by federal or state Securities laws).

     (e)  Except as disclosed in the Prospectus, the Company is not in violation
          of its respective  certificate or articles of  incorporation or bylaws
          or in  default  in the  performance  or  observance  of  any  material
          obligation, agreement, covenant or condition contained in any material
          bond,  debenture,  note or other  evidence of  indebtedness  or in any
          material contract,  indenture,  mortgage, loan agreement, lease, joint
          venture,  partnership  or other  agreement or  instrument to which the
          Company  is a party or by which it may be bound or is not in  material
          violation of any law, order,  rule,  regulation,  writ,  injunction or
          decree  of any  governmental  instrumentality  or court,  domestic  or
          foreign;  and  the  execution  and  delivery  of this  Agreement,  the
          Underwriter's  Common Stock Purchase  Warrant and the  consummation of
          the  transactions  contemplated  therein  and  in the  Prospectus  and
          compliance  with the terms of each such  agreement  will not  conflict
          with, or result in a material  breach of any of the terms,  conditions
          or provisions of, or constitute a material default under, or result in
          the imposition of any material lien, charge or encumbrance upon any of
          the property or assets of the Company  pursuant to, any material bond,
          debenture,  note or other  evidence of  indebtedness  or any  material
          contract,  indenture,  mortgage, loan agreement, lease, joint venture,
          partnership or other agreement or instrument to which the Company is a
          party nor will such action  result in the  material  violation  by the
          Company of any of the  provisions  of its  respective  certificate  or
          articles  of  incorporation  or  bylaws  or  any  law,  order,   rule,
          regulation, writ, injunction,  decree of any government,  governmental
          instrumentality  or court,  domestic  or  foreign,  except  where such
          violation  will not have a material  adverse  effect on the  financial
          condition of the Company.
<PAGE>

     (f)  The authorized, issued and outstanding capital stock of the Company is
          as set forth in the  Prospectus and the Company will have the adjusted
          capitalization  set forth therein on the Initial  Closing Date; all of
          the shares of issued and outstanding  capital stock of the Company set
          forth therein have been duly authorized,  validly issued and are fully
          paid and nonassessable;  the holders thereof do not have any rights of
          rescission  with  respect  therefor  and are not  subject to  personal
          liability  for any  obligations  of the  Company  by  reason  of being
          stockholders  under  the laws of the  State in which  the  Company  is
          incorporated;  none of such outstanding capital stock is subject to or
          was issued in violation  of any  preemptive  or similar  rights of any
          stockholder  of the Company;  and such capital  stock  (including  the
          Shares, and the Underwriter's  Common Stock Purchase Warrant) conforms
          in all material respects to all statements  relating thereto contained
          in the Prospectus.

     (g)  The Company is not a party to or bound by any instrument, agreement or
          other arrangement providing for it to issue any capital stock, rights,
          warrants,  options or other  Shares,  except for this  Agreement or as
          described  in  the   Prospectus.   The  Shares,   Warrants,   and  the
          Underwriter's  Common Stock  Purchase  Warrant are not and will not be
          subject to any preemptive or other similar rights of any  stockholder,
          have been duly authorized and, when issued,  paid for and delivered in
          accordance with the terms hereof,  will be validly issued,  fully paid
          and  non-assessable  and will conform to the  respective  descriptions
          thereof  contained  in  the  Prospectus;  except  for  payment  of the
          applicable  purchase  price  paid  upon  exercise  of the  options  or
          warrants,  as the case may be the holders  thereof will not be subject
          to any liability solely as such holders; all corporate action required
          to be taken  for the  authorization,  issue  and  sale of the  Shares,
          Warrants, and the Underwriter's Common Stock Purchase Warrant has been
          duly and validly taken; and the  certificates  representing the Shares
          and the Underwriter's Common Stock Purchase Warrant will be in due and
          proper form.  Upon the  issuance  and  delivery  pursuant to the terms
          hereof of the Shares,  Warrants,  and the  Underwriter's  Shares to be
          sold by the Company  hereunder,  the Underwriter will acquire good and
          marketable title to such Shares,  Warrants,  and Underwriter's  Common
          Stock  Purchase  Warrant  free and clear of any lien,  charge,  claim,
          encumbrance, pledge, security interest, defect or other restriction of
          any kind  whatsoever  other than  restrictions as may be imposed under
          applicable securities laws.
<PAGE>

     (h)  The Company has good and marketable title to all properties and assets
          described  in the  Prospectus  as owned by it,  free and  clear of all
          liens,  charges,  encumbrances  or  restrictions,  except  such as are
          described or referred to in the Prospectus or which are not materially
          significant  or  important  in relation to its  business or which have
          been incurred in the ordinary course of business;  except as described
          in the  Prospectus  all of the leases and  subleases  under  which the
          Company holds properties or assets as lessee or sublessee as described
          in the Prospectus are in full force and effect, and the Company is not
          in material  default in respect of any of the terms or  provisions  of
          any of such  leases or  subleases,  and no claim has been  asserted by
          anyone adverse to the Company's rights as lessor, sublessor, lessee or
          sublessee  under any of the  leases or  subleases  mentioned  above or
          affecting  or  questioning   the  Company's  right  to  the  continued
          possession  of the leased or  subleased  premises or assets  under any
          such  lease or  sublease;  and the  Company  owns or  leases  all such
          properties as are necessary to its  operations as now conducted and as
          contemplated  to be  conducted,  except  as  otherwise  stated  in the
          Prospectus.

     (i)  The financial  statements,  together with related notes,  set forth in
          the Prospectus  fairly  present the financial  position and results of
          operations  of the  Company  at  the  respective  dates  and  for  the
          respective  periods to which they apply.  Said  statements and related
          notes  have  been  prepared  in  accordance  with  generally  accepted
          accounting  principles  applied on a basis which is  consistent in all
          material  respects  during the periods  involved but any "stub" period
          has not been audited by an independent accounting firm. There has been
          no  material  adverse  change  or  material  development  involving  a
          prospective change in the condition, financial or otherwise, or in the
          prospects,  value,  operation,  properties,  business  or  results  of
          operations  of the  Company  whether or not  arising  in the  ordinary
          course  of  business,  since  the  date  of the  financial  statements
          included in the Registration Statement and the Prospectus.

     (j)  Subsequent to the respective dates as of which information is given in
          the  Prospectus  as it may be amended or  supplemented,  and except as
          described  in  the  Prospectus,  the  Company  has  not,  directly  or
          indirectly,   incurred  any  liabilities  or  obligations,  direct  or
          contingent, not in the ordinary course of business or entered into any
          transactions  not  in the  ordinary  course  of  business,  which  are
          material  to the  business of the Company as a whole and there has not
          been any change in the  capital  stock of, or any  incurrence  of long
          term debts by, the Company or any  issuance  of  options,  warrants or
          rights to purchase the capital stock of the Company or  declaration or
          payment of any  dividend  on the  capital  stock of the Company or any
          material  adverse  change in the condition  (financial or other),  net
          worth or  results  of  operations  of the  Company  as a whole and the
          Company has not become a party to, any material  litigation whether or
          not in the ordinary course of business.

     (k)  To the  knowledge of the Company,  there is no pending or  threatened,
          action,  suit or  proceeding to which the Company is a party before or
          by any court or governmental agency or body, which might result in any
          material  adverse  change  in  the  condition  (financial  or  other),
          business or  prospects  of the Company as a whole or might  materially
          and  adversely  affect the  properties  or assets of the  Company as a
          whole nor are there any  actions,  suits or  proceedings  against  the
          Company related to environmental  matters or related to discrimination
          on the basis of age, sex,  religion or race which might be expected to
          materially and adversely affect the conduct of the business, property,
          operations, financial condition or earnings of the Company as a whole;
          and no labor disturbance by the employees of the Company  individually
          exists or is, to the knowledge of the Company, imminent which might be
          expected  to  materially  and  adversely  affect  the  conduct  of the
          business, property, operations, financial condition or earnings of the
          Company as a whole.
<PAGE>

     (l)  Except as may be disclosed in the Prospectus, the Company has properly
          prepared and filed all  necessary  federal,  state,  local and foreign
          income and  franchise  tax  returns,  has paid all taxes  shown as due
          thereon,  has established  adequate  reserves for such taxes which are
          not yet due and  payable,  and does not  have  any tax  deficiency  or
          claims outstanding, proposed or assessed against it.

     (m)  The Company has sufficient  licenses,  permits,  right to use trade or
          service marks and other governmental authorizations currently required
          for  the  conduct  of its  business  as  now  being  conducted  and as
          contemplated  to be  conducted  and  the  Company  is in all  material
          respects complying  therewith.  Except as set forth in the Prospectus,
          the expiration of any such licenses,  permits,  or other  governmental
          authorizations  would not materially affect the Company's  operations.
          To its knowledge,  none of the activities or businesses of the Company
          are in  material  violation  of, or cause the  Company  to  materially
          violate any law, rule, regulations, or order of the United States, any
          state,  county or  locality,  or of any  agency or body of the  United
          States or of any state, county or locality.

     (n)  The  Company  has not at any time (i)  made any  contributions  to any
          candidate  for  political  office in  violation  of law,  or failed to
          disclose fully any such contribution,  or (ii) made any payment to any
          state, federal or foreign  governmental officer or official,  or other
          person charged with similar public or quasi public duties,  other than
          payments required or allowed by applicable law.

     (o)  Except  as set  forth  in  the  Prospectus  the  Company  knows  of no
          outstanding  claims  for  services  either in the nature of a finder's
          fee,  brokerage  fee or otherwise  with respect to this  financing for
          which the Company or the Underwriter may be responsible,  or which may
          affect the  Underwriter's  compensation  as determined by the National
          Association of Securities  Dealers,  Inc. ("NASD") except as otherwise
          disclosed in the Prospectus.

     (p)  The Company has its property adequately insured against loss or damage
          by  fire  and  maintains  such  other   insurance  as  is  customarily
          maintained by companies in the same or similar business.

     (q)  The  Underwriter's  Warrants  herein  described  are duly and  validly
          authorized and upon delivery to the Underwriter in accordance herewith
          will be duly issued and legal,  valid and binding  obligations  of the
          Company,  except  as the  enforceability  thereof  may be  limited  by
          bankruptcy  or other  similar laws  affecting  the rights of creditors
          generally or by equitable principles, and except as the enforcement of
          indemnification   provisions  may  be  limited  by  federal  or  state
          securities laws. The Underwriter's  securities  issuable upon exercise
          of any of the  Underwriter's  Common Stock Purchase  Warrant have been
          duly  authorized,  and when issued upon payment of the exercise  price
          therefor, will be validly issued, fully paid and nonassessable.

     (r)  Except as set forth in the  Prospectus,  no default  exists in the due
          performance  and observance of any term,  covenant or condition of any
          material  license,  contract,  indenture,  mortgage,  installment sale
          agreement, lease, deed of trust, voting trust agreement,  stockholders
          agreement,  note,  loan or credit  agreement,  purchase  order, or any
          other  agreement or instrument  evidencing an obligation  for borrowed
          money,  or any other  material  agreement or  instrument  to which the
          Company  is a party or by which the  Company  may be bound or to which
          the  property or assets  (tangible  or  intangible)  of the Company is
          subject or affected.
<PAGE>

     (s)  To the best of the  Company's  knowledge  it has  generally  enjoyed a
          satisfactory employer-employee relationship with its employees and, to
          the  best  of  its  knowledge,  is in  substantial  compliance  in all
          material respects with all federal, state, local, and foreign laws and
          regulations respecting employment and employment practices,  terms and
          conditions  of  employment  and  wages and  hours.  To the best of the
          Company's knowledge, there are no pending investigations involving the
          Company,  by the U.S.  Department of Labor, or any other  governmental
          agency responsible for the enforcement of such federal,  state, local,
          or  foreign  laws  and  regulations.  To the  best  of  the  Company's
          knowledge,  there is no unfair  labor  practice  charge  or  complaint
          against the Company  pending before the National Labor Relations Board
          or any  strike,  picketing,  boycott,  dispute,  slowdown  or stoppage
          pending  or  threatened  against  or to its  knowledge  involving  the
          Company, or any predecessor entity, and none has ever occurred. To the
          best of the Company's knowledge, no representation question is pending
          respecting the employees of the Company, and no collective  bargaining
          agreement or modification thereof is currently being negotiated by the
          Company.  To the best of the  Company's  knowledge,  no  grievance  or
          arbitration proceeding is pending or to its knowledge threatened under
          any  expired  or  existing  collective  bargaining  agreements  of the
          Company.  No  labor  dispute  with the  employees  of the  Company  is
          pending,  or, to its  knowledge  is  imminent;  and the Company is not
          aware of any pending or imminent labor disturbance by the employees of
          any of its principal suppliers, manufacturers or contractors which may
          result in any material  adverse change in the condition,  financial or
          otherwise, or in the earnings, business affairs, position,  prospects,
          value, operation, properties, business or results of operations of the
          Company.

     (t)  Except as may be set forth in the Registration Statement,  the Company
          does not maintain, sponsor or contribute to any program or arrangement
          that is an  "employee  pension  benefit  plan," an  "employee  welfare
          benefit plan," or a "multiemployer  plan" as such terms are defined in
          Sections  3(2),  3(l)  and  3(37),   respectively,   of  the  Employee
          Retirement  Income Security Act of 1974, as amended  ("ERISA") ("ERISA
          Plans").  The Company does not maintain or  contribute,  now or at any
          time  previously,  to a defined  benefit  plan,  as defined in Section
          3(35) of ERISA.  No ERISA Plan (or any trust created  thereunder)  has
          engaged in a  "prohibited  transaction"  within the meaning of Section
          406 of  ERISA  or  Section  4975 of the  Internal  Revenue  Code  (the
          "Code"),  which  could  subject  the  Company  to any tax  penalty  on
          prohibited  transactions  and which has not adequately been corrected.
          Each  ERISA  Plan  is  in  compliance  with  all  material  reporting,
          disclosure and other requirements of the Code and ERISA as they relate
          to any such ERISA Plan.  Determination letters have been received from
          the Internal  Revenue Service with respect to each ERISA Plan which is
          intended to comply with Code Section 401 (a),  stating that such ERISA
          Plan and the attendant trust are qualified thereunder. The Company has
          never completely or partially withdrawn from a "multiemployer plan."

     (u)  None of the Company, or any of its employees, directors, stockholders,
          or affiliates  (within the meaning of the Rules and  Regulations)  has
          taken or will take, directly or indirectly,  any action designed to or
          which has  constituted  or which  might be expected to cause or result
          in,  under  the  Exchange   Act,  or   otherwise,   stabilization   or
          manipulation of the price of any security of the Company to facilitate
          the sale or resale of the Shares, Warrants, Underwriter's Common Stock
          Purchase Warrant, or otherwise.

     (v)  None of the patents, patent applications,  trademarks,  service marks,
          trade names,  copyrights,  and  licenses  and rights to the  foregoing
          presently owned or held by the Company, are in dispute or, to the best
          knowledge of the  Company's  management  are in any conflict  with the
          right of any  other  person  or  entity.  The  Company  (i)  except as
          disclosed in the Prospectus owns or has the right to use, all patents,
          trademarks, service marks, trade names and copyrights,  technology and
          licenses and rights with respect to the foregoing, used in the conduct
          of its business as now  conducted or proposed to be conducted  without
          infringing upon or otherwise  acting adversely to the right or claimed
          right of any person, corporation or other entity under or with respect
          to any of the foregoing,  and except as set forth in the Prospectus or
          otherwise  disclosed  to the  Underwriter  in  writing,  to  the  best
          knowledge of the  Company's  management  is not obligated or under any
          liability   whatsoever  to  make  any  material  payments  by  way  of
          royalties,  fees or  otherwise  to any owner or licensee  of, or other
          claimant  to,  any  patent,  trademark,   service  mark,  trade  name,
          copyright,  know-how,  technology  or  other  intangible  asset,  with
          respect to the use  thereof or in  connection  with the conduct of its
          business  or  otherwise.  There  is  no  suit,  proceeding,   inquiry,
          arbitration,   investigation,  litigation  or  governmental  or  other
          proceeding,  domestic  or  foreign,  pending  or,  to the  best of the
          Company's knowledge,  threatened ( or circumstances that may give rise
          to the same)  against the Company which  challenges  the rights of the
          Company with respect to any  trademarks,  trade names,  service marks,
          service names, copyrights, patents, patent applications or licenses or
          rights to the foregoing used in the conduct of its business.
<PAGE>

     (w)  Except  as  disclosed  in the  Prospectus  the  Company  owns  and has
          adequate  right  to  use  to  the  best  knowledge  of  the  Company's
          management all trade secrets, know-how (including all other unpatented
          and/or unpatentable proprietary or confidential  information,  systems
          or procedures),  inventions,  designs, processes, works of authorship,
          computer  programs and technical  data and  information  (collectively
          herein  "intellectual  property")  required  for  or  incident  to the
          development,  manufacture,  operation  and  sale of all  products  and
          services sold or proposed to be sold by the Company, free and clear of
          and without  violating any right,  lien or claim of others,  including
          without limitation,  former employers of its employees. The Company is
          not  aware of any such  development  of  similar  or  identical  trade
          secrets or technical  information by others. The Company has valid and
          binding confidentiality agreements with all of its officers,  covering
          its  intellectual  property  (subject to the  equitable  powers of any
          court),  which  agreements  have remaining terms of at least two years
          from the effective date of the Registration Statement except where the
          failure to have such  agreements  would not  materially  and adversely
          effect the Company's  business taken as a whole.  The Company has good
          and marketable  title to, or valid and enforceable  leasehold  estates
          in, all items of real and personal  property stated in the Prospectus,
          to be owned or  leased  by it free and  clear of all  liens,  charges,
          claims, encumbrances,  pledges, security interests,  defects, or other
          restrictions  or  equities  of any kind  whatsoever,  other than those
          referred  to in the  Prospectus  and  liens  for taxes not yet due and
          payable.

     (x)  Malone & Bailey, PLLC whose reports are filed with the Commission as a
          part of the Registration  Statement,  are independent certified public
          accountants as required by the Act and the Rules and Regulations.

     (y)  The  Company  has  agreed  to  cause to be duly  executed,  agreements
          pursuant  to  which  each  of  the  Company's   officers,   directors,
          consultants,  and  holders of more than 5% of the  outstanding  Common
          Stock calculated as of the date immediately preceding the commencement
          of the  public  offering,  and any  person or  entity  deemed to be an
          affiliate of the Company  pursuant to SEC Rules and  Regulations,  has
          agreed not to,  directly or indirectly,  sell,  assign,  transfer,  or
          otherwise  dispose  of  any  shares  of  Common  Stock  or  securities
          convertible  into,  exercisable or exchangeable  for or evidencing any
          right to purchase or subscribe  for any shares of Common Stock (either
          pursuant to Rule 144 of the Rules and  Regulations or otherwise) for a
          period commencing on the effective date until after 12 months from the
          effective date of the offering,  unless the price of the Common Stock,
          adjusted for any splits,  trades at 175% of the public  offering price
          for 20  consecutive  days;  (iii) or after the first day of the fourth
          year from the effective  date of the  prospectus  (the  Lock-up).  Any
          shares of common stock released from the foregoing  restrictions  will
          remain  restricted  Shares subject however to the resale provisions of
          Rule 144.
<PAGE>

          Shares  issued upon the exercise of any options held by the  Company's
          officers,  directors or holders of 5% or more of the Company's  Common
          Stock, it is agreed shall be locked up in accordance with the terms of
          the preceding paragraph.

          The Company will cause the Transfer  Agent,  as defined below, to mark
          an appropriate legend on the face of stock  certificates  representing
          all of  such  Shares  and  to  place  "stop  transfer"  orders  on the
          Company's stock ledgers. The company president or CEO, company counsel
          and  the  Underwriter  will  have  their  signatures  on  the  lock-up
          agreements.  The  Company  also  agrees  that it will not  release any
          Shares subject to this Agreement without the signatures of all parties
          referred to.

     (z)  The Company  will be subject to  application  to, and provide  maximum
          effort to gain a listing on, the OTCBB or other appropriate exchange.

     (aa) Except as set forth in the  Prospectus  or disclosed in writing to the
          Underwriter (which writing  specifically  refers to this Section),  no
          officer or director of the Company,  holder of 5% or more of Shares of
          the  Company or any  "affiliate"  or  "associate"  (as these terms are
          defined in Rule 405  promulgated  under the Rules and  Regulations) of
          any of the  foregoing  persons  or  entities  has or has  had,  either
          directly or indirectly,  (i) an interest in any person or entity which
          (A)  furnishes or sells  services or products  which are  furnished or
          sold or are proposed to be  furnished  or sold by the Company,  or (B)
          purchases  from or sells or  furnishes  to the  Company  any  goods or
          services,  or (ii) a beneficiary interest in any contract or agreement
          to  which  the  Company  is a party  or by  which  it may be  bound or
          affected.  Except  as set  forth  in  the  Prospectus  under  "Certain
          Transactions"  or  disclosed  in  writing  to the  Underwriter  (which
          writing  specifically  refers to this  Section)  there are no existing
          agreements, arrangements,  understandings or transactions, or proposed
          agreements,  arrangements,  understandings or transactions, between or
          among the Company, and any officer, director, principal stockholder of
          the  Company,  or any  partner,  affiliate  or associate of any of the
          foregoing persons or entities.

     (bb) Any certificate signed by any officer of the Company, and delivered to
          the  Underwriter or to the  Underwriter's  counsel (as defined herein)
          shall be deemed a  representation  and  warranty by the Company to the
          Underwriter as to the matters covered thereby.

     (cc) Each of the minute books of the Company has been made available to the
          Underwriter  and  contains a  complete  summary  of all  meetings  and
          actions of the directors and  stockholders  of the Company,  since the
          time of its incorporation and reflect all transactions  referred to in
          such minutes accurately in all respects.

     (dd) As of the Closing  Date,  the Company  will enter into the  Consulting
          Agreement  substantially  in  the  form  filed  as an  exhibit  to the
          registration  statement  with respect to the  rendering of  consulting
          services by the Underwriter to the Company.
<PAGE>

     (ee) Except and only to the extent described in the Prospectus or disclosed
          in writing to the Underwriter  (which writing  specifically  refers to
          this  Section),  no  holders  of any  Shares of the  Company or of any
          options,  warrants or other convertible or exchangeable  securities of
          the Company  have the right to include any Common  Stock issued by the
          Company in the Registration Statement or any registration statement to
          be  filed  by  the  Company  or to  require  the  Company  to  file  a
          registration statement under the Act and no person or entity holds any
          anti-dilution  rights with respect to any Common Stock of the Company.
          Except as  disclosed  in the  Prospectus,  all rights so  described or
          disclosed  have been waived or have not been triggered with respect to
          the transactions  contemplated by this Agreement and the Underwriter's
          Common Stock  Purchase  Warrant  (including  the  securities  issuable
          thereunder).

     (ff) The Company has not entered into any  employment  agreements  with its
          executive officers, except as disclosed in the Prospectus.

     (gg) No consent,  approval,  authorization or order of, and no filing with,
          any court,  regulatory body, government agency or other body, domestic
          or foreign, is required for the issuance of the Registered  Securities
          pursuant  to  the  Prospectus  and  the  Registration  Statement,  the
          issuance of the  Underwriter's  Common  Stock  Purchase  Warrant,  the
          performance  of  this  Agreement,  and the  transactions  contemplated
          hereby and thereby,  including without  limitation,  any waiver of any
          preemptive,  first  refusal or other  rights that any entity or person
          may have  for the  issue  and/or  sale of any of the  Shares,  and the
          Underwriter's Common Stock Purchase Warrant,  except such as have been
          or may be obtained  under the Act,  otherwise or may be required under
          state   securities  or  "blue  sky"  laws  in   connection   with  the
          Underwriter's   purchase  and  distribution  of  the  Shares  and  the
          Underwriter's  Common Stock Purchase Warrant to be sold by the Company
          hereunder or may be required by the Rules of the National  Association
          of Securities Dealers, Inc. ("NASD").

     (hh) All executed  agreements,  contracts  or other  documents or copies of
          executed agreements, contracts or other documents filed as exhibits to
          the Registration Statement to which the Company is a party or by which
          it may be bound or to which its assets,  properties or businesses  may
          be  subject  have  been  duly and  validly  authorized,  executed  and
          delivered by the Company and constitute  the legal,  valid and binding
          agreements  of  the  Company,  enforceable  against  the  Company,  in
          accordance  with  their  respective  terms.  The  descriptions  in the
          Registration  Statement of agreements,  contracts and other  documents
          are accurate and fairly present the  information  required to be shown
          with respect thereto by Form SB-1, and there are no contracts or other
          documents  which  are  required  by  the  Act to be  described  in the
          Registration  Statement  or  filed  as  exhibits  to the  Registration
          Statement  which  are not  described  or  filed as  required,  and the
          exhibits  which have been filed are complete and correct copies of the
          documents of which they purport to be copies.

     (ii) Within  the past five (5)  years,  none of the  Company's  independent
          public  accountants  has  brought to the  attention  of the  Company's
          management  any  "material  weakness"  as defined in the  Statement of
          Auditing Standard No. 60 in any of the Company's internal controls.

     (jj) Except as otherwise may be indicated  herein, as of the effective date
          of the  Prospectus,  the Company has not: (1) issued any securities or
          incurred  any  liability  or  obligation  direct  or  contingent,  for
          borrowed money, or (2) entered into any material  transactions  not in
          the ordinary course of business,  or (3) declared or paid any dividend
          on its stock.
<PAGE>

4.   Escrow Account.


     (a)  Notwithstanding anything contained herein to the contrary,  unless the
          Underwriter  shall sell $125,000 worth of Shares and Warrants,  in any
          combination, none of the Shares or Warrants will be distributed to the
          public. The Underwriter agrees to open an appropriate  Impound Account
          maintained  with  David  M.  Loev,  Esq.,  Vanderkam  &  Sanders,  440
          Louisiana,  #475,  Houston,  TX  77002,(713)547-8900,  for all  monies
          received from the sale of these Shares and Warrants. Such monies shall
          be deposited in full without any  deductions  for  commissions  and/or
          expenses.  In the event  that less than  $125,000  worth of Shares and
          Warrants,  in any combination,  are sold and paid for within 120 days,
          from the date which the Underwriter  commences the sale of said Shares
          and Warrants,  the proposed  offering herein will be withdrawn and the
          sums paid will be  returned  in full to each such  purchaser,  without
          interest thereon or deduction therefrom.

     (b)  Appropriate  arrangements  will be made by the  Underwriter to provide
          for the  receipt  of funds  from the  subscribers  of the  Shares  and
          Warrants and to provide for the disposition thereof in accordance with
          the provisions of this Agreement.

     (c)  Unless the  Underwriter  shall have sold $125,000  worth of Shares and
          Warrants, in any combination,  it shall not be entitled to receive any
          commission  (except  accountable   out-of-pocket  expenses  as  stated
          hereinafter.

     (d)  The Underwriter  shall comply in all respects with the requirements of
          Rule 15c2-4 of the rules and regulations  made by the Commission under
          the Securities Exchange Act of 1434, as amended. The Underwriter shall
          deposit, by 12:00 noon the following business day, the proceeds of the
          sale of the offered Shares and Warrants in an Escrow bank account,  as
          agent for the Company, and the same shall be held in such bank account
          by the bank until the Closing Bate,  and upon such Closing  Date,  the
          said  funds  (less  the  commissions,  expenses  and  fees  due to the
          Underwriter) shall be promptly  transmitted to the Company,  who shall
          at said time provide such  documents,  certificates,  receipts and any
          and all other papers or instruments as counsel for the Underwriter may
          reasonably deem necessary or appropriate under the circumstances.

5.   Sale of the Shares and Warrants - Selected Dealers

     (a)  In offering the Shares and Warrants for sale,  the  Underwriter  shall
          offer it solely as agent for the  Company and such offer shall be made
          upon  the  terms  and  subject  to the  conditions  set  forth  in the
          Registration Statement and prospectus.  The Underwriter shall commence
          making such offer as agent for the Company)  after all  conditions  of
          this Agreement have been satisfied.

     (b)  The  Underwriter  may offer and sell the Shares and  Warrants  for the
          Company's  account through  registered  dealers selected by it, except
          that only  members of the NASD may be included  in the  selling  group
          pursuant to a form of Selling Agreement pursuant to which it may allow
          such  concession  (out  of  its  underwriting  commission)  as it  may
          determine,  within the limits set forth in the Registration  Statement
          and prospectus,  but all such sales through  selected dealers shall be
          made by the Company acting through the  Underwriter as agent,  and not
          by the  -Underwriter  for its own account.  All sales through selected
          dealers  shall be as agents for the accounts of their  customers,  and
          the  Underwriter  shall not have  authority to employ- such dealers as
          agents for the Company.

     (c)  On each sale by the  Underwriter  of any of the Shares and Warrants to
          selected  dealers,  the Underwriter  shall require the selected dealer
          purchasing  any such Shares and  Warrants to agree to reoffer the same
          on the terms and  conditions  of offering set forth in the  prospectus
          and to comply with all Commission requirements that the Underwriter is
          required to comply  with and not to offer or sell the  offered  Shares
          and Warrants to the Public or to any broker/dealer not a member of the
          NASD,  including  foreign  broker/dealer  registered  pursuant  to the
          Securities Act of 1934, at a price of less than $40 per Share.
<PAGE>

6.   Covenants  of the  Company.  The  Company  covenants  and  agrees  with the
     Underwriter as follows:


     (a)  It will cooperate in all respects in making the  Prospectus  effective
          and will not at any time,  whether before or after the effective date,
          file  any  amendment  to or  supplement  to the  Prospectus  of  which
          Underwriter  shall not previously have been advised and furnished with
          a copy or to which  Underwriter  or  Underwriter's  counsel shall have
          reasonably  objected or which is not in material  compliance  with the
          Act and the Rules and Regulations or applicable state law.

          (i)  As soon as the  Company  is advised  thereof,  the  Company  will
               advise  Underwriter,  and confirm  the advice in writing,  of the
               receipt of any comments of the Commission or any state securities
               department,  when the Registration Statement becomes effective if
               the  provisions  of Rule 430A  promulgated  under the Act will be
               relied upon,  when the  Prospectus  has been filed in  accordance
               with said Rule 430A, of the  effectiveness of any  post-effective
               amendment to the  Registration  Statement or  Prospectus,  or the
               filing  of any  supplement  to  the  Prospectus  or  any  amended
               Prospectus,  of any request made by the  Commission  or any state
               securities  department  for  amendment of the  Prospectus  or for
               supplementing  of the  Prospectus or for  additional  information
               with  respect  thereto,   of  the  issuance  of  any  stop  order
               suspending  the  effectiveness  of the  Prospectus  or any  order
               preventing or suspending  the use of any  Prospectus or any order
               suspending trading in the Common Stock of the Company,  or of the
               suspension of the qualification of the Shares and Warrants or the
               Common Stock Purchase  Warrant for offering in any  jurisdiction,
               or of the  institution of any  proceedings for any such purposes,
               and will use its best efforts to prevent the issuance of any such
               order and, if issued,  to obtain as soon as possible  the lifting
               or dismissal thereof.

          (ii) The Company will or has caused to be delivered to the Underwriter
               copies of such  Prospectus,  and the  Company has  consented  and
               hereby  consents  to the use of  such  copies  for  the  purposes
               permitted by law. The Company  authorizes the Underwriter and the
               dealers to use the  Prospectus  and such copies of the Prospectus
               in connection  with the sale of the Shares and Warrants,  and the
               Underwriter's Common Stock Purchase Warrant for such period as in
               the opinion of  Underwriter's  counsel and the Company's  counsel
               the use  thereof  is  required  to  comply  with  the  applicable
               provisions of the Act and the Rules and Regulations.  The Company
               will  prepare  and  file  with  the  states,  promptly  upon  the
               Underwriter's  request, any such amendments or supplements to the
               Prospectus,  and take any other  action,  as, in the  opinion  of
               Underwriter's   counsel,   may  be   necessary  or  advisable  in
               connection with the initial sale of the Shares, Warrants, and the
               Underwriter's Common Stock Purchase Warrant and will use its best
               efforts  to cause the same to become  effective  as  promptly  as
               possible.

          (iii)The  Company  shall file the  Prospectus  (in form and  substance
               satisfactory to the  Underwriter) or transmit the Prospectus by a
               means  reasonably   calculated  to  result  in  filing  with  the
               Commission  pursuant  to  rule  424(b)(1)  or  pursuant  to  Rule
               424(b)(3)  not later than the  Commission's  close of business on
               the  earlier  of  (i)  the  second  business  day  following  the
               execution  and  delivery  of this  Agreement,  and (ii) the fifth
               business  day  after  the  effective  date  of  the  Registration
               Statement.
<PAGE>

          (iv) In case of the  happening,  at any time  within  such period as a
               Prospectus  is  required   under  the  Act  to  be  delivered  in
               connection with the initial sale of the Shares, Warrants, and the
               Underwriter's Common Stock Purchase Warrant of any event of which
               the  Company  has  knowledge  and which  materially  affects  the
               Company, or the securities thereof, and which should be set forth
               in an amendment of or a supplement to the  Prospectus in order to
               make the statements therein not then misleading,  in light of the
               circumstances  existing  at the time the  Prospectus  is required
               under the Act to be  delivered,  or in case it shall be necessary
               to amend or supplement the Prospectus to comply with the Act, the
               Rules  and  Regulations  or  any  other  law,  the  Company  will
               forthwith  prepare and furnish to the Underwriter  copies of such
               amended  Prospectus  or of such  supplement to be attached to the
               Prospectus,  in such  quantities as  Underwriter  may  reasonably
               request,  in  order  that  the  Prospectus,   as  so  amended  or
               supplemented, will not contain any untrue statement of a material
               fact or omit to state any  material  fact  required  to be stated
               therein  or  necessary  to  make  the   statements   therein  not
               misleading  in light of the  circumstances  under  which they are
               made.  The  preparation  and  furnishing of any such amendment or
               supplement to the  Prospectus or supplement to be attached to the
               Prospectus shall be without expense to the Underwriter.

          (iv) The Company will to the best of its ability  comply with the Act,
               the Exchange Act and applicable  state  securities  laws so as to
               permit  the  initial  offer  and  sales  of the  Securities,  the
               Representatives   Securities   under  the  Act,   the  Rules  and
               Regulations, and applicable state securities laws.

     (b)  It will  cooperate to qualify the Shares and Warrants for initial sale
          under the securities laws of such jurisdictions as the Underwriter may
          designate and will make such applications and furnish such information
          as may be required for that purpose, provided the Company shall not be
          required  to  qualify  as  a  foreign   corporation  or  a  dealer  in
          securities. The Company will, from time to time, prepare and file such
          statements  and reports as are or may be  required  to  continue  such
          qualification  in effect for so long as the Underwriter may reasonably
          request.

     (c)  So long as any of the Shares,  Warrants,  or the Underwriter's  Common
          Stock Purchase Warrant remain  outstanding in the hands of the public,
          the Company, at its expense, will annually furnish to its shareholders
          a report of its operations to include financial  statements audited by
          independent public accountants, and will furnish to the Underwriter as
          soon as practicable after the end of each fiscal year, a balance sheet
          of the  Company  as at the  end of such  fiscal  year,  together  with
          statements of operations,  shareholders'  equity,  and changes in cash
          flow of the Company for such fiscal year, all in reasonable detail and
          accompanied  by a  copy  of  the  certificate  or  report  thereon  of
          independent public accountants.

     (d)  It will deliver to the  Underwriter  at or before the Initial  Closing
          Date three signed  copies of the signature  pages to the  Registration
          Statement and three copies of the registration statement including all
          financial  statements  and exhibits  filed  therewith,  whether or not
          incorporated   by   reference.   The  Company   will  deliver  to  the
          Underwriter,  from  time  to  time  until  the  effective  date of the
          Prospectus,  as many copies of the Prospectus as the  Underwriter  may
          reasonably request. The Company will deliver to the Underwriter on the
          effective  date  of the  Prospectus  and  thereafter  for so long as a
          Prospectus is required to be delivered under the Act and the Rules and
          Regulations  as many copies of the  Prospectus,  in final form,  or as
          thereafter  amended or supplemented,  as the Underwriter may from time
          to time reasonably request.
<PAGE>

     (e)  The Company  will apply the net  proceeds  from the sale of the Shares
          and  Warrants  substantially  in the  manner  set forth  under "Use of
          Proceeds" in the Prospectus. No portion of the proceeds shall be used,
          directly  or  indirectly,  to  acquire  any  securities  issued by the
          Company, without the prior written consent of the Underwriter.

     (f)  As soon as it is  practicable,  but in any event  not  later  than the
          first (lst) day of the fifteenth  (15th) full calendar month following
          the effective  date of the  Registration  Statement,  the Company will
          make available to its security holders and the Underwriter an earnings
          statement  (which need not be  audited)  covering a period of at least
          twelve (12)  consecutive  months beginning after the effective date of
          the  Registration  Statement,  which shall satisfy the requirements of
          Section 11(a) of the Act and Rule 158(a) of the Rules and Regulations.

7.   Conditions of Underwriter's  Obligations.  The Underwriter's  obligation to
     act as agent of the Company hereunder and to find purchasers for the Shares
     and  Warrants  and to make  payment to the Company on the  Closing  Date is
     subject to the  accuracy of and  compliance  with the  representations  and
     warranties  an the part of the Company  herein as of the date hereof and as
     of the~ Closing Date, to the  performance by the Company of its obligations
     and covenants hereunder, to the accuracy of certificates of the Company and
     officers of the Company to be delivered pursuant to this Agreement,  all as
     at the Closing Date, and to the following further conditions:

     (a)  The  Registration  Statement  shall have become  effective as and when
          cleared by the  Commission,  and the  Underwriter  shall have received
          notice  thereof,  on or  prior  to any  closing  date  no  stop  order
          suspending the  effectiveness of the Prospectus shall have been issued
          and no  proceedings  for  that or  similar  purpose  shall  have  been
          instituted  or shall  be  pending,  or,  to your  knowledge  or to the
          knowledge of the Company, shall be contemplated by the Commission; any
          request on the part of the Commission for additional information shall
          have been complied with to the reasonable  satisfaction  of counsel to
          the Underwriter; and qualification,  under the securities laws of such
          states as the Underwriter may designate,  of the issue and sale of the
          Securities  upon  the  terms  and  conditions   herein  set  forth  or
          contemplated   and  containing  no  provision   unacceptable   to  the
          Underwriter  shall have been  secured,  and no stop order  shall be in
          effect denying or suspending  effectiveness of such  qualification nor
          shall any stop order proceedings with respect thereto be instituted or
          pending or threatened under such law.

     (b)  On any closing  date and,  with  respect to the letter  referred to in
          subparagraph  (iii), as of the date hereof, the Underwriter shall have
          received:

          (i)  The  opinion,  together  with such number of signed or  facsimile
               copies of such opinion as the Underwriter may reasonably request,
               addressed  to the  Underwriter  by  David  Loev and  Vanderkam  &
               Sanders, counsel for the Company, (who may rely on the opinion of
               other counsel for certain legal  matters),  in form and substance
               reasonably   satisfactory  to  the  Underwriter  and  Charles  A.
               Cleveland,  P.S.,  counsel  to the  Underwriter,  dated each such
               closing date, to the effect that:
<PAGE>

          (A)  The Company has been duly  incorporated and is a validly existing
               corporation in good standing  under the laws of the  jurisdiction
               in which it is incorporated and has all necessary corporate power
               and  authority  to  carry on its  business  as  described  in the
               Prospectus.

          (B)  The Company is qualified to do business in each  jurisdiction  in
               which conducting its business requires such qualification, except
               where the  failure to be so  qualified  would not have a material
               adverse effect on the Company's business or assets.

          (C)  The Company has the full  corporate  power and authority to enter
               into this  Agreement,  the  Underwriter's  Common Stock  Purchase
               Warrant and to consummate the  transactions  provided for therein
               and each such  Agreement  has been duly and  validly  authorized,
               executed and delivered by the Company. Each of this Agreement and
               the  Underwriter's  Common Stock Purchase  Warrant,  assuming due
               authorization,   execution  and  delivery  by  each  other  party
               thereto,  constitutes a legal, valid and binding agreement of the
               Company  enforceable  against the Company in accordance  with its
               terms,   subject  to  bankruptcy,   insolvency  or  similar  laws
               governing  the  rights  of  creditors  and to  general  equitable
               principles,  and provided that no opinion need be given as to the
               enforceability of any indemnification or contribution provisions,
               and  none  of  the  Company's   execution  or  delivery  of  this
               Agreement,  or the  Underwriter's  Common Stock Purchase Warrant,
               its performance hereunder or thereunder,  its consummation of the
               transactions  contemplated  herein or therein,  or the conduct of
               its  business as  described in the  Registration  Statement,  the
               Prospectus,  and any amendments or supplements thereto, conflicts
               with or will  conflict  with or  results  or will  result  in any
               material  breach or violation  of any of the terms or  provisions
               of, or constitutes or will  constitute a material  default under,
               or result in the creation or  imposition  of any  material  lien,
               charge, claim, encumbrance,  pledge, security interest, defect or
               other  restriction of any kind  whatsoever  upon, any property or
               assets  (tangible or intangible)  of the Company  pursuant to the
               terms of (A) the  articles  of  incorporation  or  by-laws of the
               Company,  (B) to the  knowledge  of such  counsel,  any  material
               license,  contract,  indenture,  mortgage,  deed of trust, voting
               trust agreement,  stockholders'  agreement,  note, loan or credit
               agreement  or any  other  agreement  or  instrument  to which the
               Company  is a party or by which it is or may be bound,  or (C) to
               the knowledge of such  counsel,  any statute,  judgment,  decree,
               order,  rule or  regulation  applicable  to the Company,  whether
               domestic or foreign.

          (D)  The Company had authorized and  outstanding  capital stock as set
               forth in the Prospectus under the heading  "Capitalization" as of
               the  date  set  forth  therein,   and  all  of  such  issued  and
               outstanding  shares of capital  stock have been duly and  validly
               authorized  and issued,  and to the knowledge of such counsel are
               fully  paid  and  nonassessable,  and to the  knowledge  of  such
               counsel  no  stockholder  of  the  Company  is  entitled  to  any
               preemptive  rights to  subscribe  for, or purchase  shares of the
               capital  stock and to the  knowledge of such counsel none of such
               securities  were issued in violation of the preemptive  rights of
               any holders of any securities of the Company.
<PAGE>

          (E)  To the knowledge of such  counsel,  the Company is not a party to
               or  bound  by any  instrument,  agreement  or  other  arrangement
               providing for it to issue any capital  stock,  rights,  warrants,
               options  or other  securities,  except  for this  Agreement,  the
               Underwriter's  Common  Stock  Purchase  Warrant,  and  except  as
               described in the  Prospectus.  The Shares,  Warrants,  Underlying
               Securities,  and the Underwriter's  Common Stock Purchase Warrant
               each  conforms  in  all  material   respects  to  the  respective
               descriptions thereof contained in the Prospectus. The outstanding
               Shares, shares of Common Stock,  Warrants,  and the Underwriter's
               Common Stock Purchase Warrant and the underlying securities, upon
               issuance  and  delivery  and  payment  therefore  in  the  manner
               described  herein,  the  Underwriter's   Warrant  will  be,  duly
               authorized,  validly issued, fully paid and nonassessable.  There
               are  no  preemptive  or  other  rights  to  subscribe  for  or to
               purchase,  or any restriction upon the voting or transfer of, any
               shares of Common  Stock  pursuant  to the  Company's  articles of
               incorporation,   by-laws,   other  governing   documents  or  any
               agreement or other  instrument known to such counsel to which the
               Company is a party or by which it is bound.

          (F)  The certificates  representing the Shares comprised of the Common
               Stock,  the  Warrants,  are  in  due  and  proper  form  and  the
               Underwriter's   Common  Stock  Purchase  Warrant  has  been  duly
               authorized   and  reserved  for  issuance  and  when  issued  and
               delivered  in  accordance  with  the  respective   terms  of  the
               Underwriter's  Common  Stock  Purchase  Warrant,  will  duly  and
               validly issue, fully paid and nonassessable.

          (G)  To the knowledge of such counsel,  there are no claims,  suits or
               other legal proceedings pending or threatened against the Company
               in any court or before or by any  governmental  body which  might
               materially  affect the  business of the Company or the  financial
               condition  of the  Company as a whole,  except as set forth in or
               contemplated by the Prospectus.

          (H)  Based  on oral  and/or  written  advice  from  the  staff  of the
               Commission,  the Registration Statement has become effective and,
               to the knowledge of such counsel,  no stop order  suspending  the
               effectiveness  of the  Prospectus is in effect and no proceedings
               for that purpose are pending before, or threatened by, federal or
               by a state securities administrator.

          (I)  To  the  knowledge  of  such  counsel,  there  are  no  legal  or
               governmental proceedings, actions, arbitrations,  investigations,
               inquiries or the like pending or  threatened  against the Company
               of a character  required to be disclosed in the Prospectus  which
               have not been so disclosed, questions the validity of the capital
               stock  of the  Company  or this  Agreement  or the  Underwriter's
               Common  Stock  Purchase  Warrant  or might  adversely  affect the
               condition,  financial  or  otherwise,  or  the  prospects  of the
               Company or which could adversely affect the Company's  ability to
               perform  any of its  obligations  under  this  Agreement,  or the
               Underwriter's Common Stock Purchase Warrant.

          (J)  To such counsel's  knowledge,  there are no material  agreements,
               contracts or other  documents  known to such counsel  required by
               the Act to be described  in the  Registration  Statement  and the
               Prospectus  not filed as exhibits to the  Registration  Statement
               and the  Prospectus,  and to  such  counsel's  knowledge  (A) the
               exhibits  which  have  been  filed  are  correct  copies  of  the
               documents   of  which  they   purport  to  be  copies;   (B)  the
               descriptions in the Registration Statement and the Prospectus and
               any  supplement  or  amendment  thereto  of  contracts  and other
               documents  to  which  the  Company  is a party  or by which it is
               bound,  including any document to which the Company is a party or
               by  which  it  is  bound   incorporated  by  reference  into  the
               Prospectus and any supplement or amendment thereto,  are accurate
               in all material  respects and fairly  represent  the  information
               required to be shown by Form SB-1.
<PAGE>

          (K)  No consent,  approval, order or authorization from any regulatory
               board,  agency or  instrumentality  having  jurisdiction over the
               Company, or its properties (other than registration under the Act
               or  qualification  under  state  or  foreign  securities  law  or
               approval  by the NASD) is required  for the valid  authorization,
               issuance,  sale and  delivery of the Shares or the  Underwriter's
               Common Stock Purchase Warrant.

          (L)  The   statements  in  the   Prospectus   under  "Risk   Factors,"
               "Description of the  Securities," and "Shares Eligible For Future
               Sale" have been  reviewed  by such  counsel,  and insofar as they
               refer to statements of law,  descriptions of statutes,  licenses,
               rules or  regulations  or legal  conclusions,  are correct in all
               material respects.

               In  addition,  such  counsel  shall  state that such  counsel has
               participated   in   conferences    with   officials   and   other
               representatives  of the Company,  the Underwriter,  Underwriters'
               Counsel and the independent  certified public  accountants of the
               Company,   at  which  such   conferences   the  contents  of  the
               Registration  Statement and Prospectus  and related  matters were
               discussed,  and although  they have not certified the accuracy or
               completeness  of the  statements  contained  in the  Registration
               Statement or the Prospectus, nothing has come to the attention of
               such counsel  which leads them to believe  that,  at the time the
               Registration   Statement   became  effective  and  at  all  times
               subsequent thereto up to and on the Closing Date and on any later
               date  on  which  Shares  or  Warrants  are to be  purchased,  the
               Registration Statement and any amendment or supplement, when such
               documents  became  effective  or were filed  with the  Commission
               (other than the financial  statements including the notes thereto
               and  supporting  schedules and other  financial  and  statistical
               information  derived  therefrom,  as to which such  counsel  need
               express no comment)  contained any untrue statement of a material
               fact or omitted to state a material  fact  required  to be stated
               therein  or  necessary  to  make  the   statements   therein  not
               misleading, or at the Closing Date or any later date on which any
               outstanding  Warrants may be  exercised,  as the case may be, the
               Prospectus  and any amendment or supplement  thereto  (other than
               the  financial  statements  including the notes thereto and other
               financial and statistical  information  derived therefrom,  as to
               which such counsel need express no comment)  contained any untrue
               statement of a material  fact or omitted to state a material fact
               necessary  to make the  statements  therein,  in the light of the
               circumstances under which they were made, not misleading.
<PAGE>

               Such opinion shall also cover such other matters  incident to the
               transactions  contemplated  hereby and the offering Prospectus as
               the  Underwriter or counsel to the Underwriter  shall  reasonably
               request.   In  rendering  such  opinion,  to  the  extent  deemed
               reasonable by them,  such counsel may rely upon  certificates  of
               any officer of the Company or public  officials  as to matters of
               fact of which the maker of such certificate has knowledge.

          (ii) a  certificate,  signed by the Chief  Executive  Officer  and the
               Principal  Financial or  Accounting  Officer of the Company dated
               the Closing  Date, to the effect that with regard to the Company,
               each of the conditions set forth in Sections 3 and 6(d) have been
               satisfied.

          (iii)a letter,  addressed to the Underwriter and in form and substance
               satisfactory  to the  Underwriter in all respects  (including the
               nonmaterial nature of the changes or decreases,  if any, referred
               to in clause (D) below),  from Malone & Bailey,  PLLC,  as of the
               effective  date  of  the  Registration  Statement  and  as of the
               Closing Date, as the case may be:

               (A)  Confirming that they are independent public accountants with
                    respect to the Company and its consolidated subsidiaries, if
                    any,  within  the  meaning  of the Act  and  the  applicable
                    published Rules and Regulations.

               (B)  Stating that, in their  opinion,  the financial  statements,
                    related   notes  and   schedules  of  the  Company  and  its
                    consolidated   subsidiaries,   if  any,   included   in  the
                    Registration Statement examined by them comply as to form in
                    all  material   respects  with  the  applicable   accounting
                    requirements   of  the  Act  and  the  published  Rules  and
                    Regulations thereunder.

               (C)  Stating  that,  with respect to the period from December 31,
                    2000, to a specified date (the specified  date") not earlier
                    than  five  (5)  business  days  prior  to the  date of such
                    letter,  they  have  read the  minutes  of  meetings  of the
                    stockholders and board of directors (and various  committees
                    thereof) of the Company and its  consolidated  subsidiaries,
                    if any,  for the period from  December  31, 2000 through the
                    specified  date,  and  made  inquiries  of  officers  of the
                    Company   and  its   consolidated   subsidiaries,   if  any,
                    responsible  for  financial  and  accounting   matters  and,
                    especially  as to whether  there was any  decrease in sales,
                    income before  extraordinary items or net income as compared
                    with the corresponding  period in the preceding year; or any
                    change in the capital  stock of the Company or any change in
                    the long term debt or any  increase in the  short-term  bank
                    borrowings  or any  decrease  in net  current  assets or net
                    assets  of  the  Company  or  of  any  of  its  consolidated
                    subsidiaries,  if any,  and further  stating that while such
                    procedures  and inquiries do not  constitute an  examination
                    made  in  accordance   with  generally   accepted   auditing
                    standards, nothing came to their attention which caused them
                    to believe  that during the period from  December  31, 2000,
                    through  the  specified  date  there were any  decreases  as
                    compared with the corresponding period in the preceding year
                    in sales,  income before  extraordinary items or net income;
                    or any  change  in the  capital  stock  of  the  Company  or
                    consolidated  subsidiary,  if any, or any change in the long
                    term debt or any increase in the short-term  bank borrowings
                    (other than any increase in  short-term  bank  borrowings in
                    the  ordinary  course of  business)  of the  Company  or any
                    consolidated subsidiary,  if any, or any decrease in the net
                    current   assets  or  net  assets  of  the  Company  or  any
                    consolidated subsidiary, if any; and
<PAGE>

               (D)  Stating  that  they  have  carried  out  certain   specified
                    procedures   (specifically  set  forth  in  such  letter  or
                    letters)   as   specified   by   the   Underwriter    (after
                    consultations with Malone & Bailey,  PLLC, CPA's relating to
                    such procedures), not constituting an audit, with respect to
                    certain  tables,  statistics and other financial data in the
                    Prospectus  specified by the  Underwriter and such financial
                    data  not  included  in  the   Prospectus   but  from  which
                    information  in the  Prospectus  is derived,  and which have
                    been  obtained  from the general  accounting  records of the
                    Company or consolidated  subsidiaries,  if any, or from such
                    accounting  records by analysis or  computation,  and having
                    compared such financial data with the accounting  records of
                    the  Company  or  the  consolidated  subsidiaries,  if  any,
                    stating  that they have found such  financial  data to agree
                    with the accounting records of the Company.

     (c)  All corporate  proceedings  and other legal  matters  relating to this
          Agreement,   the  Prospectus  and  other  related   matters  shall  be
          satisfactory  to or  approved  by counsel to the  Underwriter  and the
          Underwriter  shall  have  received  from David  Loev and  Vanderkam  &
          Sanders,  a signed opinion dated as of each closing date, with respect
          to the  incorporation  of the Company,  the validity of the Shares and
          Warrants,  the  form of the  Prospectus,  (other  than  the  financial
          statements  together  with  related  notes  and  other  financial  and
          statistical data contained in the Prospectus or omitted therefrom,  as
          to which such counsel need express no opinion),  the execution of this
          Agreement and other related matters as you may reasonably require.

     (d)  At each Closing date,  (i) the  representations  and warranties of the
          Company  contained in this Agreement  shall be true and correct in all
          material  respects  with the same  effect as if made on and as of such
          closing date;  (ii) the  Prospectus  and any amendments or supplements
          thereto shall contain all  statements  which are required to be stated
          therein in accordance  with the Act and the Rules and  Regulations and
          in all material  respects  conform to the  requirements  thereof,  and
          neither the Prospectus  nor any amendment or supplement  thereto shall
          contain any untrue  statement of a material  fact or omit to state any
          material fact required to be stated therein or necessary,  in light of
          the  circumstances  under  which they were made,  in order to make the
          statements  therein not misleading;  (iii) there shall have been since
          the  respective  dates as of which  information  is given no  material
          adverse change in the business,  properties or condition (financial or
          otherwise),  results of operations,  capital stock,  long term debt or
          general  affairs of the Company from that set forth in the Prospectus,
          except  changes which the Prospectus  indicates  might occur after the
          effective  date of the  Prospectus,  and the  Company  shall  not have
          incurred any material liabilities or material  obligations,  direct or
          contingent,  or entered  into any  material  transaction,  contract or
          agreement  not in the  ordinary  course  of  business  other  than  as
          referred  to in the  Prospectus  and which would be required to be set
          forth  in  the  Prospectus;  and  (iv)  except  as  set  forth  in the
          Prospectus, no action, suit or proceeding at law or in equity shall be
          pending or  threatened  against the Company which would be required to
          be set forth in the Prospectus, and no proceedings shall be pending or
          threatened  against  the  Company or any  subsidiary  before or by any
          commission,  board or  administrative  agency in the United  States or
          elsewhere,  wherein an unfavorable  decision,  ruling or finding would
          materially  and  adversely  affect the business,  property,  condition
          (financial or otherwise),  results of operations or general affairs of
          the Company.
<PAGE>

     (e)  On the Closing Date,  the Company shall have executed and delivered to
          the Underwriter,  (i) the Underwriter's  Common Stock Purchase Warrant
          substantially  in the form  filed as an  Exhibit  to the  Registration
          Statement in final form and substance satisfactory to the Underwriter,
          and (ii) the  Representative's  Warrants in such  denominations and to
          such designees as shall have been provided to the Company.

     (f)  DELETED

     (g)  On or before the Closing Date,  there shall have been delivered to the
          Underwriter all of the Agreements required to be delivered pursuant to
          Section  3y) and  4(dd),  in form and  substance  satisfactory  to the
          Underwriter and Underwriter's counsel.

     (h)  The  Underwriter   shall  have  received,   on  the  Closing  Date,  a
          certificate  dated as of the Closing  Date,  signed by the  President,
          Treasurer and Secretary of the company,  certifying that: (i) no order
          suspending the effectiveness of the Registration Statement of the sale
          of the Unit is in  effect  and no  proceedings  for such  purpose  are
          pending or are, to their knowledge, threatened by the Commission; (ii)
          they do not know of any litigation,  instituted or threatened, against
          the  Company  of  a  character   required  to  be   disclosed  in  the
          Registration  Statement which are not disclosed  therein;  they do not
          know of any  contracts  which are  required  to be  summarized  in the
          prospectus  which are not so  summarized;  and they do not know of any
          material  contacts  required to be summarized in the prospectus  which
          are not so summarized;  and they do not know of any material contracts
          required to be filed as exhibits to the Registration  which are not so
          filed;  (iii)  they  have each  carefully  examined  the  registration
          Statement  and the  prospectus  and,  to the best of their  knowledge,
          neither  the  Registration  Statement  or  the  prospectus,   nor  any
          amendment  or  supplement  to either of the  foregoing,  contains  any
          untrue  statement of any material  fact or omits to state any material
          fact required to be set forth in an amended or supplemented prospectus
          which has not been so set forth:  (iv) the Shares have been registered
          and qualified for sale in all state required by the  Underwriter;  (v)
          since the  respective  dates as of which  information  is given in the
          Registration  Statement  and the  prospectus,  there  has not been any
          material adverse change in the condition of the Company,  financial or
          otherwise,  or in the results of its operation  except as reflected in
          or contemplated by the Registration  Statement and the prospectus and,
          except as so reflected or contemplated  since such date, there has not
          been any material  transaction  entered into by the Company;  (vi) the
          representations  and  warranties  set forth in this Agreement are true
          and correct and the Company has  complied  with all of its  agreements
          herein contained; (vii) the Company is not delinquent in the filing of
          any federal ,state,  county,  and/or municipal taxes;  they know of no
          proposed  redetermination  or  reassessment  of taxes  adverse  to the
          Company;  and the Company  has paid or provided by adequate  reserves,
          for all  known  tax  liabilities;  (viii)  they  know  of no  material
          obligation or liability of the Company,  contingent or otherwise,  not
          disclosed in the  Registration  Statement  and  prospectus;  (ix) this
          Agreement,  the consummation of the transaction  herein  contemplated,
          and the fulfillment of the terms hereof, will not result in the breach
          by the  Company  of any terms or, or  constitute  a default  under its
          Certificate of  Incorporation  or By-Laws,  any  indenture,  mortgage,
          lease,  deed of trust,  bank loan, line of credit, or credit agreement
          or instrument to which the Company is now a party or pursuant to which
          the Company has acquired any right and/or obligations by succession or
          otherwise;  and any existing  agreement  substantially  affecting  the
          Company in any way has been  filed as an  exhibit to the  Registration
          Statement;  (x) the financial  statements and schedules filed with and
          as part of the  registration  Statement  present  fairly the financial
          position of the  Company as of the dates  thereof,  all in  conformity
          with generally accepted accounting principles of accounting applied on
          a  consistent  basis   throughout  the  period  involved.   Since  the
          respective  dates  of such  financial  statements,  there  has been no
          material  adverse  change in the  condition or general  affairs of the
          Company  financial  or  otherwise,  other than as  referred  to in the
          prospectus;  and (xi)  subsequent to the respective  dates as of which
          the  information  is  given  in the  registration  Statement  and  the
          prospectus,  except as may otherwise be indicated therein, the Company
          has not,  prior to the closing date,  either (A) issued any securities
          or  incurred  any  liability  or   obligation,   direct  or  indirect,
          contingent  or otherwise for borrowed  money,  or (B) entered into any
          material  transaction  other than in the ordinary  course of business.
          The  Company  has  not  declared,   paid,  or  made  any  dividend  or
          distribution of any kind on its capital stock.
<PAGE>

         If any  condition  to the  Underwriter's  obligations  hereunder  to be
         fulfilled  prior to or at the  Closing  Date is not so  fulfilled,  the
         Underwriter  may terminate  this  Agreement or, if the  Underwriter  so
         elects,  it may waive any such conditions which have not been fulfilled
         or extend the time for their fulfillment.

8.   Indemnification.

     (a)  The Company, its Board of Directors,  will indemnify and hold harmless
          the  Underwriter,  and each person who controls the  Underwriter or is
          affiliated with the  Underwriter  within the meaning of the Securities
          and Exchange Act of 1933  ("Act") and the  Securities  Exchange Act of
          1934 ("Act") (including officers,  directors,  employees,  controlling
          persons, affiliates, consultants,  professional advisors, accountants,
          attorneys,  or agents, of the Underwriter or any broker,  underwriter,
          select dealer/selling agent connected with this offering of Shares and
          Warrants),  from and  against  any and all  losses,  claims,  damages,
          expenses or  liabilities,  joint or  several,  to which they or any of
          them may become  subject under the Act or under any other  statutes or
          at common law or  otherwise,  and will  reimburse  and  indemnify  the
          Underwriter and each such person/entity  specified above for any legal
          or  other  expenses  [including  the  cost  of any  investigation  and
          preparation]  reasonably incurred by them or any of them in connection
          with  investigating  or defending any litigation or claim,  whether or
          not  resulting  in any  liability  insofar  as  such  losses,  claims,
          damages,  expenses,  liabilities  or actions arise out of or are based
          upon any untrue  statement or alleged  untrue  statement of a material
          fact  contained  in the  Registration  Statement,  any  post-effective
          amendment  thereto,  any Blue Sky  application,  the prospectus as the
          case may be, or any untrue  statement or alleged untrue statement of a
          material fact contained in the  Prospectus or  preliminary  prospectus
          (as amended or as  supplemented  thereof) or arise out of or are based
          upon the omission or alleged omission to state therein a material fact
          required  to be  stated  therein  or  necessary  in  order to make the
          statements therein not misleading; or any negligent  misrepresentation
          of any officer, director, agent, consultant,  accountant,  attorney or
          employee of the Company; or any failure to perform any of the terms or
          conditions  of this  Agreement  incident to any of the  foregoing,  or
          arising out of any act or  occurrence  related to or connected to this
          offering of Shares and  Warrants.  The defense of such action shall be
          conducted   by  counsel  of   recognized   standing   and   reasonably
          satisfactory  to the  Underwriter  or such other  person  agreed to be
          indemnified by the Company.  The Underwriter,  each controlling person
          of the Underwriter, or an affiliate thereof, agree after their receipt
          of written  notice of the  commencement  of any action against them as
          aforesaid,  in  respect  of which  indemnity  may be  sought  from the
          Company, its Directors on account of the indemnity agreement contained
          in the  subsection,  to notify the Company  promptly in writing of the
          commencement  thereof.  The Company  agrees to notify the  Underwriter
          promptly of the  commencement of any litigation or proceeding  against
          it or against any of the officers or directors of the Company of which
          it may be advised, in connection with the issue, offer, and/or sale of
          any of its securities.
<PAGE>

     (b)  The  Underwriter,  will  indemnify and hold harmless the Company,  the
          directors of the  Company,  the officers of the Company who shall have
          signed  the  Registration  Statement  and  each  person,  if any,  who
          controls the Company within the meaning of the Securities and Exchange
          Act of 1933 ("Act") and the  Securities  Exchange Act of 1934 ("Act"),
          from and  against  any and all losses,  claims,  damages,  expenses or
          liabilities, joint or several, to which they or any of them may become
          subject under the Act or under any other  statutes or at common law or
          otherwise,  and,  except as hereinafter  provided,  will reimburse the
          Company and such directors or controlling  person identified above for
          any legal or other expenses  [including the cost of any  investigation
          and  preparation]  reasonably  incurred  by  them  or any of  them  in
          connection with  investigating  or defending any litigation or claims,
          whether  or not  resulting  in any  liability,  only  insofar  as such
          losses, claims, damages, expenses, liabilities or actions arise out of
          or are based upon any untrue  statement or alleged untrue statement of
          a  material  fact  contained  in  the  Registration   Statement,   any
          post-effective  amendment thereto, any Blue Sky application,  or arise
          out of or are based upon the  omission  or alleged  omission  to state
          therein a material fact required to be stated  therein or necessary to
          make the statement therein not misleading, all as of the date when the
          Registration Statement or such post-effective  amendment,  or the date
          the  filing  of any  such  Blue Sky  application,  as the case may be,
          becomes effective, or any untrue statement of alleged untrue statement
          of a material  fact  contained in the  Preliminary  prospectus  or the
          Prospectus  (as amended or as  supplemented  if the Company shall have
          filed  with the  Commission  any  amendments  thereof  or  supplements
          thereto),  or the  omission  or alleged  omission  to state  therein a
          material fact necessary in order to make the statements  therein,  not
          misleading, but only if insofar as such statement or omission was made
          in reliance  upon  information  furnished in writing to the Company by
          the   Underwriter   specifically   for  use  in  connection  with  the
          preparation of the Registration Statement,  the preliminary prospectus
          or the Prospectus,  or any such amendment thereafter supplement hereto
          or Blue Sky  application.  The  Underwriter  shall not be  liable  for
          amounts paid in settlement of any such litigation,  if such settlement
          was affected  without the  Underwriter and its Counsel's  consent.  In
          case of the  commencement  of any action in respect of which indemnity
          may be  sought  from  the  Underwriter  on  account  of its  indemnity
          agreement contained in this subsection , the Company,  and each person
          to be  indemnified  by the  Underwriter  herein,  shall  have the same
          obligation to notify such  Underwriter and the underwriter  shall have
          the same right to  participate  in (and,  to the extent  that it shall
          desire,  to direct) as set forth in subsection (a) above,  the defense
          of such action at its own expense but such defense  shall be conducted
          by counsel of recognized  standing and reasonably  satisfactory to the
          Company  or  such  other  person  agreed  to  be  indemnified  by  the
          Underwriter,  The Underwriter agrees to notify the Company promptly of
          the  commencement of any such litigation or proceeding  against its or
          against  any such  controlling  person of which it may be  advised  in
          connection  with the offer,  and/or sale of any of  securities  of the
          Company.

9.   Termination. This Agreement may be terminated:


     (a)  in the event the  Shares  and  Warrants  are not sold as  provided  in
          Paragraphs 2 and 5;

     (b)  at any time prior to the Closing  Date by the  Underwriter  by written
          notice to the Company if, in the sole  discretion of the  Underwriter,
          it is  impracticable  to offer for sale,  the Shares and  Warrants  by
          reason of (i) the  Company  having  sustained  a loss,  whether or not
          insured,  by  reason  of  fire,  flood,  accident,  loan  foreclosure,
          borrowings, litigation, or other calamity, which in the opinion of the
          Underwriter  substantially  affects  the value of the  property of the
          Company or materially interferes with the operation of the business of
          the  Company,  (ii)  trading  in  securities  on the  New  York  Stock
          Exchange,  Inc. or the American Stock  Exchange,  Inc. or the National
          Association of Securities  Dealers  Automated  Quotation System or the
          over-the-counter  market,  having been suspended or limited or minimum
          prices having been  established on such Exchange or NASDAQ or Bulletin
          Board;  (iii) a banking  moratorium  having  been  declared  by either
          federal or state authorities; (iv) an outbreak of major hostilities or
          other national or  international  calamity  having  occurred;  (v) any
          action  having  taken by any  government  in respect  of its  monetary
          affairs  which,  in the  opinion  of the  Underwriter,  has a material
          adverse  effect on the securities  markets of the United States;  (vi)
          the  Underwriter  believes no favorable  public  market exists for the
          sale of Shares and Warrants, or (vii) misstatement, misrepresentations
          of the  Company;  (viii)  failure by the  Company  to perform  any act
          required by this  Agreement;  (ix) or the Securities are not listed on
          NASDAQ or the Electronic OTC Bulletin Board.
<PAGE>

     If this  Agreement  shall be  terminated  pursuant  to  paragraph 7 or this
     paragraph  9, or if the  purchase  provided  for herein is not  consummated
     because any conditions to the  Underwriter's  obligations  hereunder is not
     satisfied  or because of any  refusal,  inability or failure on the part of
     the  Company  to  comply  with any of the  terms or to  fulfill  any of the
     conditions  of the  Agreement,  or if for any reason the  Company  shall be
     unable to perform all of its obligations under this Agreement,  the Company
     shall not be liable to the  Underwriter  for  damages on account of loss of
     anticipated  profits  arising  out  of the  transactions  covered  by  this
     Agreement,  but the Company shall remain  liable to the extent  provided in
     paragraphs 6,7, and 8 herein.  Where termination occurs pursuant to clauses
     (i) through (ix) of this  paragraph,  the Company will pay all  accountable
     out-of-pocket  expenses not to exceed  $5,000.00incurred by the Underwriter
     in  contemplation  of the performance by it of its  obligations  hereunder,
     including  fees and  disbursements  of  counsel  for the  Underwriter,  and
     printing  and  traveling  expenses  of  the  Underwriter,   "due  diligence
     investigation"  costs of the  Underwriter,  and any and all other  expenses
     incurred by the  Underwriter  in  connection  with its  preparation  of the
     proposed public offering of Shares herein.  Any notice under this paragraph
     9 may be given by  telephone,  telefacsimile  transmission,  electronic  or
     digital format but shall be subsequently confirmed by letter.

10.  Miscellaneous.

(a)  The  Company  and the  Underwriter  know of no claims for  services  in the
     nature of a finder's fee or origination  fee with respect to this financing
     resulting  from  the  respective  acts of  their  officers,  directors,  or
     employees,  for which the Underwriter and Company may be responsible except
     as disclosed in the prospectus,  and agree to indemnify and hold each other
     harmless  from any claims for any services of such nature  arising from any
     act of the Underwriter and the Company and their officers,  directors,  and
     employees, unless otherwise disclosed herein.


(b)  The  Underwriter  is registered as a  broker/dealer  and is a member of the
     National Association of Securities Dealers, Inc.

(c)  The Company agrees that  immediately  upon request of the  Underwriter,  it
     will  give  instructions  to its  transfer  agent to issue the  Shares  and
     Warrants in the names and denominations  submitted to it by the Underwriter
     at its own expense. The Underwriter agrees, when funds in sufficient amount
     as required by this  Agreement  are in liquid form, to submit within 5 days
     thereafter, to the transfer Agent, a list of the names and addresses of the
     subscribers and the  denominations  of the  certificates and warrants to be
     issued by them.  The  Transfer  Agent  shall be  required by the Company to
     issue said  certificates  and warrants  within 5 days after  receipt of the
     aforesaid list from the  Underwriter  and the delivery of the  certificates
     shall be made to the Underwriter  within 5 days thereafter  against receipt
     of payment as provided in this  Agreement.  Further,  the Company agrees to
     pay all expenses for and in connection with the preparation and issuance of
     the shares and warrant certificates.
<PAGE>

11.  Survival of  Representations,  Warranties  and  Agreements.  The respective
     indemnities, agreements, representations,  warranties, and other statements
     of the  Company  or its  officers,  and  directors  as set forth in or made
     pursuant to this  Agreement  and the  indemnity  Agreements  of the Company
     contained  herein,  shall  remain  operative  and in full force and effect,
     regardless of any investigation  made by or on behalf of the Company or the
     Underwriter or any controlling  person and/or affiliate  thereof,  and will
     survive  termination  of this Agreement and the delivery of any payment for
     the Shares and the Closing Date.

12.  Benefits.  This Agreement has been made solely for the benefit of and shall
     be binding upon the Underwriter, the Company, and the extent expressed, any
     person  controlling  the  Company  or the  Underwriter  and  the  officers,
     directors  of the  Company,  and  their  respective  legal  representative,
     successors and assigns,  all as and to the extent provided  herein,  and no
     other  person  shall  acquire or have any right  under or by virtue of this
     Agreement. The term "legal representatives,  successors, and assigns" shall
     not include any purchaser of any of the Shares from the Underwriter  merely
     because of such purchase.

13.  Washington  Law/Arbitration.  Any controversy arising out of, connected to,
     or relating to any matters herein of the  transactions  between the Company
     or the  Underwriter  (including  for  purposes  of  arbitration,  officers,
     directors,   employees,   controlling  persons,  affiliates,   consultants,
     professional   advisors,   accountants,   attorneys,   or  agents,  of  the
     Underwriter or Company, or any broker, underwriter,  select dealer, selling
     agent of the offering of Shares herein),  on behalf of the undersigned,  or
     this Agreement,  or the breach thereof,  including,  but not limited to any
     claims of  violations  of Federal  and/or State  Securities  Acts,  Banking
     Statutes,    Consumer   Protection    Statutes,    Federal   and/or   State
     anti-Racketeering  (e.g.  RICO) claims as well as any common law claims and
     any State Law claims of fraud,  negligence,  negligent  misrepresentations,
     and/or  conversion shall be settled by arbitration;  and in accordance with
     this paragraph and judgment on the arbitrator's award may be entered in any
     court having  jurisdiction  thereof in  accordance  with the  provisions of
     Revised Code of  Washington,  Chapter 7.04. In the event of such a dispute,
     each party to the conflict shall select an  arbitrator,  both of whom shall
     select  a  third  arbitrator,  which  shall  constitute  the  three  person
     arbitration  board. The decision of a majority of the board of arbitrators,
     who shall render their  decision  within thirty (30) days of appointment of
     the final arbitrator, shall be binding upon the parties. Venue shall lie in
     the  County  of  Spokane,  Spokane,  Washington.  This  Agreement  shall be
     governed  by and  construed  in  accordance  with the laws of the  State of
     Washington.

14.  Notices. All notices or other communications  hereunder shall be in writing
     and shall be deemed to have been duly given if delivered personally or sent
     by registered or certified mail postage prepaid, addressed as follows:

     If to the Company, its officers, directors, or shareholders to:

     Carey Birmingham
     16161 College Oak
     Suite 101
     San Antonio, Texas 78249
<PAGE>

                                  and to:     David Loev
                                              Vanderkam & Sanders
                                              440 Louisiana
                                              Suite 475
                                              Houston, Texas 77002
         If to the Underwriter to:

         William F. Ross
         300 North Argonne Road
         Suite 202
         Spokane, Washington  99212



                                    and to:    Charles A. Cleveland
                                               Suite 304/ Rock Pointe Center
                                               North 1212 Washington
                                               Spokane, Washington 99201-2401

If the foregoing  correctly states and sets forth in full the agreement  between
us, please  indicate by signing this letter in the space provided below for that
purpose.  The  within  Agreement  may  executed  simultaneously  in two or  more
counterparts,  each of which  shall be  deemed  the  original,  but all of which
together  shall  constitute  one and the some  instrument and shall be valid and
binding between us,

Yours Truly,

INTERNATIONAL TEST SYSTEMS, INC., INC.

By:  /s/ Carey G. Birmingham
   -----------------------------------
         Carey Birmingham

AGREED AND ACCEPTED:

PUBLIC SECURITIES, INC.

By:  /s/ William F. Ross
   -----------------------------------
   William F. Ross, President                     Dated: