EXHIBIT 10.1

                     STANDBY EQUITY DISTRIBUTION AGREEMENT
                     -------------------------------------

         AGREEMENT  dated as of the 26th day of August  2004  (the  "AGREEMENT")
between  CORNELL  CAPITAL  PARTNERS,  LP, a Delaware  limited  partnership  (the
"Investor"), and CAPITAL SOLUTIONS I, INC., a corporation organized and existing
under the laws of the State of Delaware (the "COMPANY").

         WHEREAS,  the parties  desire  that,  upon the terms and subject to the
conditions  contained herein,  the Company shall issue and sell to the Investor,
from time to time as provided  herein,  and the Investor shall purchase from the
Company up to Six Million Dollars  ($6,000,000)  of the Company's  common stock,
par value $.0000001 per share (the "COMMON STOCK"); and

         WHEREAS,  such investments will be made in reliance upon the provisions
of Regulation D ("REGULATION D") of the Securities Act of 1933, as amended,  and
the regulations  promulgated thereunder (the "SECURITIES ACT"), and or upon such
other exemption from the registration  requirements of the Securities Act as may
be available with respect to any or all of the investments to be made hereunder.

         WHEREAS, the Company has engaged Newbridge Securities  Corporation,  to
act as the Company's  exclusive  placement  agent in connection with the sale of
the Company's Common Stock to the Investor  hereunder  pursuant to the Placement
Agent  Agreement  dated the date hereof by and among the Company,  the Placement
Agent and the Investor (the "PLACEMENT AGENT AGREEMENT").

         NOW, THEREFORE, the parties hereto agree as follows:


                                   ARTICLE I.
                               CERTAIN DEFINITIONS

         Section 1.1.  "ADVANCE" shall mean the portion of the Commitment Amount
requested by the Company in an Advance Notice.

         Section  1.2.  "ADVANCE  DATE"  shall mean the date the Escrow  Agent's
account is in receipt of the funds from the  Investor and the Escrow Agent is in
possession of shares  of the Company Common Stock free of  restrictive  legends.
No Advance Date shall be less than six (6) Trading Days after an Advance  Notice
Date.

         Section 1.3.  "ADVANCE  NOTICE"  shall mean a written  notice,  in form
substantially  similar to Exhibit A, to the Investor  setting  forth the Advance
amount that the Company requests from the Investor and the Advance Date.

         Section  1.4.  "ADVANCE  NOTICE  DATE" shall mean each date the Company
delivers to the Investor an Advance Notice.

         Section 1.5. "BID PRICE" shall mean, on any date, the closing bid price
(as reported by Bloomberg L.P.) of the Common Stock on the Principal Market.








<PAGE>
         Section 1.6.  "CLOSING"  shall mean a closing of a purchase and sale of
Common Stock pursuant to Section 2.3.

         Section 1.7.  "COMMITMENT AMOUNT" shall mean the aggregate amount of up
to Six Million Dollars  ($6,000,000) which the Investor has agreed to provide to
the  Company in  consideration  for the  Company's  Common  Stock  issued to the
Investor pursuant to the terms and subject to the conditions of this Agreement.

         Section 1.8.  "COMMITMENT  PERIOD" shall mean the period  commencing on
the earlier to occur of (i) the Effective Date, or (ii) such earlier date as the
Company and the  Investor  may  mutually  agree in writing,  and expiring on the
earliest to occur of (x) the date on which the Investor  shall have made payment
of Advances  pursuant to this  Agreement in the aggregate  amount of Six Million
Dollars  ($6,000,000),  (y) the date this  Agreement is  terminated  pursuant to
Section  2.5,  or (z) the date  occurring  twenty-four  (24)  months  after  the
Effective Date.

         Section 1.9.  "COMMON STOCK" shall mean the Company's common stock, par
value $.0000001 per share.

         Section 1.10. "CONDITION  SATISFACTION DATE" shall have the meaning set
forth in Section 7.2.

         Section 1.11. "DAMAGES" shall mean any loss, claim, damage,  liability,
costs and expenses (including,  without limitation,  reasonable  attorney's fees
and disbursements and costs and expenses of expert witnesses and investigation).

         Section  1.12.  "EFFECTIVE  DATE"  shall mean the date on which the SEC
first declares effective a Registration  Statement registering the resale of the
Registrable Securities as set forth in Section 7.2(a).

         Section 1.13 "ESCROW AGENT" shall mean Butler Gonzalez LLP.

         Section 1.14 "ESCROW  AGREEMENT"  shall mean the escrow agreement among
the Company, the Investor, and the Escrow Agent dated the date hereof.

         Section 1.15 "EXCHANGE  ACT" shall mean the Securities  Exchange Act of
1934, as amended.

         Section 1.16 "INVESTOR'S COUNSEL" shall mean Butler Gonzalez LLP.

         Section  1.16  "MATERIAL  ADVERSE  EFFECT"  shall  mean any  condition,
circumstance,  or situation  that  prohibits or materially  interferes  with the
ability of the Company to enter into and perform  any of its  obligations  under
this Agreement or the Registration Rights Agreement in any material respect.

         Section 1.17 "MARKET  PRICE" shall mean the lowest closing bid price of
the Common Stock during the Pricing Period.











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<PAGE>
         Section 1.18  "MAXIMUM  ADVANCE  AMOUNT"  shall be shall be Eighty Five
Thousand Dollars ($85,000) per Advance Notice.

         Section 1.19 "NASD" shall mean the National  Association  of Securities
Dealers, Inc.

         Section  1.20  "PERSON"  shall mean an  individual,  a  corporation,  a
partnership, an association, a trust or other entity or organization,  including
a government or political subdivision or an agency or instrumentality thereof.

         Section  1.21  "PLACEMENT   AGENT"  shall  mean  Newbridge   Securities
Corporation, a registered broker-dealer.

         Section  1.22  "PRICING  PERIOD"  shall  mean the five (5)  consecutive
Trading Days after a related Advance Notice Date.

         Section 1.23 "PRINCIPAL  MARKET" shall mean the Nasdaq National Market,
the Nasdaq SmallCap Market, the American Stock Exchange,  the OTC Bulletin Board
or the New York Stock Exchange,  whichever is at the time the principal  trading
exchange or market for the Common Stock.

         Section 1.24 "PURCHASE PRICE" shall be set at ninety five percent (95%)
of the Market Price during the Pricing Period.

         Section 1.25  "REGISTRABLE  SECURITIES" shall mean the shares of Common
Stock to be issued hereunder (i) in respect of which the Registration  Statement
has not been  declared  effective  by the SEC,  (ii) which have not been sold or
(iii) which have not been  otherwise  transferred to a holder who may trade such
shares  without  restriction  under the  Securities  Act,  and the  Company  has
delivered a new  certificate or other evidence of ownership for such  securities
not bearing a restrictive legend.

         Section 1.26  "REGISTRATION  RIGHTS  AGREEMENT" shall mean that certain
Registration Rights Agreement dated the date hereof, regarding the filing of the
Registration  Statement for the resale of the  Registrable  Securities,  entered
into between the Company and the Investor.

         Section  1.27  "REGISTRATION   STATEMENT"  shall  mean  a  registration
statement on Form S-1,  S-2, S-3 or SB-2 (if use of such form is then  available
to the Company  pursuant to the rules of the SEC and, if not, on such other form
promulgated  by the SEC for which the Company then  qualifies  and which counsel
for the Company shall deem appropriate for the registration of the resale by the
Investor of the Registrable Securities under the Securities Act.

         Section  1.28  "REGULATION  D" shall have the  meaning set forth in the
recitals of this Agreement.

         Section 1.29 "SEC" shall mean the Securities and Exchange Commission.

         Section 1.30  "SECURITIES  ACT" shall have the meaning set forth in the
recitals of this Agreement.








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<PAGE>
         Section 1.31 "SEC DOCUMENTS"  shall mean Annual Reports on Form 10-KSB,
(or 10-K,  as  applicable),  Quarterly  Reports  on Form  10-QSB,  (or 10-Q,  as
applicable),  Current  Reports on Form 8-K and proxy  statements (or information
statements,  as applicable) of the Company as amended and/or supplemented to the
date  hereof,  filed by the Company for a period of at least  twelve (12) months
immediately preceding the date hereof or an applicable Advance Date, as the case
may be, until such time as the Company no longer has an  obligation  to maintain
the  effectiveness of a Registration  Statement as set forth in the Registration
Rights Agreement.

         Section 1.32 "TRADING DAY" shall mean any day during which the New York
Stock Exchange shall be open for business.




                                   ARTICLE II.
                                    ADVANCES

         Section 2.1. INVESTMENTS.

                  (a) ADVANCES. Upon the terms and subject to the conditions set
forth herein  (including,  without  limitation,  the  provisions  of Article VII
hereof),  on any  Advance  Notice Date the Company may request an Advance by the
Investor by the  delivery of an Advance  Notice.  The number of shares of Common
Stock that the Investor  shall  receive for each Advance  shall be determined by
dividing the amount of the Advance by the Purchase Price.  No fractional  shares
shall be  issued.  Any  fractional  share  shall be rounded up to the next whole
number . The aggregate maximum amount of all Advances that the Investor shall be
obligated to make under this Agreement shall not exceed the Commitment Amount.

         Section 2.2. MECHANICS.

                  (a) ADVANCE NOTICE. At any time during the Commitment  Period,
the  Company  may  deliver an  Advance  Notice to the  Investor,  subject to the
conditions  set forth in Section  7.2;  provided,  however,  the amount for each
Advance as designated by the Company in the applicable Advance Notice, shall not
be more than the Maximum  Advance  Amount.  There will be a minimum of seven (7)
Trading Days between each Advance Notice Date.

                  (b) DATE OF  DELIVERY  OF ADVANCE  NOTICE.  An Advance  Notice
shall be deemed  delivered on (i) the Trading Day it is received by facsimile or
otherwise by the Investor if such notice is received prior to 12:00 noon Eastern
Time,  or (ii) the  immediately  succeeding  Trading  Day if it is  received  by
facsimile or otherwise  after 12:00 noon Eastern Time on a Trading Day or at any
time on a day  which is not a  Trading  Day.  No  Advance  Notice  may be deemed
delivered, on a day that is not a Trading Day.

                  (c)  HARDSHIP.  In the event the Investor  sells the Company's
Common Stock as outlined in this  Agreement and the Company fails to perform its
obligations as mandated  herein and  specifically  fails to provide the Investor
with the  shares  of  Common  Stock  for the  applicable  Advance,  the  Company
acknowledges  that the Investor  shall suffer  financial  hardship and therefore
shall be liable for any and all reasonable and identifiable losses, commissions,
fees,




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<PAGE>
or financial  hardship caused to the Investor in an amount not to exceed two (2)
times the amount of the applicable Advance.

         Section  2.3.  CLOSINGS.  On each  Advance  Date (i) the Company  shall
deliver to the Escrow Agent shares of the Company's  Common Stock,  representing
the amount of the  Advance by the  Investor  pursuant  to  Section  2.1  herein,
registered in the name of the Investor in accordance  with the Escrow  Agreement
and (ii) the  Investor  shall  deliver  to the  Escrow  Agent the  amount of the
Advance  specified  in the  Advance  Notice  by  wire  transfer  of  immediately
available  funds which shall promptly be delivered to the Company,  or otherwise
in  accordance  with the  Escrow  Agreement.  In  addition,  on or prior to each
Advance  Date,  each of the Company and the Investor  shall deliver to the other
through the Investor's Counsel all documents,  instruments and writings required
to be  delivered  by  either  of them  pursuant  to this  Agreement  in order to
implement and effect the transactions  contemplated herein.  Payment of funds to
the Company  and  delivery of the Common  Stock to the  Investor  shall occur in
accordance with the conditions set forth above and those contained in the Escrow
Agreement.  To the  extent  the  Company  has not paid the fees,  expenses,  and
disbursements  of the Investor and the  Investor's  counsel in  accordance  with
Section  12.3,  the  amount of such fees,  expenses,  and  disbursements  may be
deducted  by the  Investor  (and shall be paid to the  relevant  party) from the
amount of the Advance with no reduction in the amount of shares of the Company's
Common Stock to be delivered on such Advance Date.

         Section 2.4. TERMINATION OF INVESTMENT.  The obligation of the Investor
to make an Advance to the Company  pursuant to this  Agreement  shall  terminate
permanently  (including  with  respect  to an  Advance  Date  that  has  not yet
occurred)  in the event that (i) there shall occur any stop order or  suspension
of the  effectiveness  of the  Registration  Statement for an aggregate of fifty
(50)  Trading  Days,  other  than due to the acts of the  Investor,  during  the
Commitment  Period,  and (ii) the Company  shall at any time fail  materially to
comply with the  requirements of Article VI and such failure is not cured within
thirty (30) days after receipt of written  notice from the  Investor,  provided,
however,  that  this  termination  provision  shall  not  apply  to  any  period
commencing upon the filing of a  post-effective  amendment to such  Registration
Statement  and ending upon the date on which such post  effective  amendment  is
declared effective by the SEC.

         Section 2.5. AGREEMENT TO ADVANCE FUNDS.

                  (a) The Investor agrees to advance the amount specified in the
Advance  Notice to the Company  after the  completion  of each of the  following
conditions and the other conditions set forth in this Agreement:

                           (i) Escrow  Agent shall have  received  the shares of
Common Stock applicable to the Advance in accordance with Section 2.3 hereof;

                           (ii) the  Registration  Statement with respect to the
resale of the  Registrable  Securities  by the Investor in  accordance  with the
terms of the Registration Rights Agreement shall have been declared effective by
the SEC;

                           (iii) the Company  shall have  obtained  all material
permits and  qualifications  required by any applicable  state for the offer and
sale of the Registrable Securities, or shall have the availability of exemptions
therefrom. The sale and issuance of the Registrable Securities by the Company to
the Investor shall be legally permitted by all laws and regulations to which the
Company is subject;

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<PAGE>

                           (iv) the Company shall have filed with the Commission
all reports required to be filed by it for the past twelve (12) months under the
Exchange Act and the rules and regulations thereunder;

                           (v) the fees as set forth in Section 12.4 below shall
have been paid or can be withheld as provided in Section 2.3; and

                           (vi) the  conditions  set forth in Section  7.2 shall
have been satisfied;



                           (vii)  The  Company's  transfer  agent  shall be DWAC
eligible.

         Section 2.6. LOCK UP PERIOD.

                           (i) During the Commitment  Period,  the Company shall
not, without five (5) business days prior written notice,  issue or sell (i) any
Common Stock or preferred stock without consideration or for a consideration per
share less than the Bid Price on the date of  issuance or (ii) issue or sell any
warrant, option, right, contract, call, or other security or instrument granting
the holder  thereof the right to acquire Common Stock without  consideration  or
for a  consideration  per share less than the Bid Price on the date of issuance.
For purposes hereof, the Bid Price of shares of Preferred Stock shall be the Bid
Price of the  underlying  common  stock  multiplied  by the  number of shares of
common stock for which each such share of Preferred Stock may convert.

                           (ii) On the date  hereof,  the Company  shall  obtain
from each officer and director a lock-up  agreement,  as defined  below,  in the
form annexed hereto as Schedule 2.6(b).


                                  ARTICLE III.
                   REPRESENTATIONS AND WARRANTIES OF INVESTOR

         Investor  hereby  represents  and  warrants  to, and agrees  with,  the
Company  that the  following  are true and as of the date  hereof and as of each
Advance Date:

         Section  3.1.  ORGANIZATION  AND  AUTHORIZATION.  The  Investor is duly
incorporated  or  organized  and  validly  existing in the  jurisdiction  of its
incorporation  or  organization  and has all  requisite  power and  authority to
purchase and hold the securities issuable hereunder.  The decision to invest and
the execution and delivery of this Agreement by such Investor,  the  performance
by such  Investor of its  obligations  hereunder  and the  consummation  by such
Investor of the transactions  contemplated  hereby have been duly authorized and
requires no other proceedings on the part of the Investor. The undersigned party
executing  on behalf of the  Investor  has the  right,  power and  authority  to
execute and deliver this  Agreement and all other  instruments  related  thereto
(including,  without limitations,  the Registration Rights Agreement),







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<PAGE>
on behalf of the Investor.  This  Agreement has been duly executed and delivered
by the Investor and,  assuming the execution and delivery  hereof and acceptance
thereof by the Company, will constitute the legal, valid and binding obligations
of the Investor, enforceable against the Investor in accordance with its terms.

         Section 3.2.  EVALUATION OF RISKS.  The Investor has such knowledge and
experience in financial tax and business  matters as to be capable of evaluating
the  merits  and risks of,  and  bearing  the  economic  risks  entailed  by, an
investment  in the Company and of protecting  its  interests in connection  with
this  transaction.  It recognizes that its investment in the Company  involves a
high degree of risk.

         Section  3.3.  NO  LEGAL   ADVICE  FROM  THE   COMPANY.   The  Investor
acknowledges  that it had the  opportunity  to  review  this  Agreement  and the
transactions  contemplated  by this  Agreement with his or its own legal counsel
and investment and tax advisors.  The Investor is relying solely on such counsel
and advisors and not on any statements or  representations of the Company or any
of its  representatives  or agents  for legal,  tax or  investment  advice  with
respect to this investment,  the transactions  contemplated by this Agreement or
the securities laws of any jurisdiction.

         Section 3.4. INVESTMENT PURPOSE.  The securities are being purchased by
the  Investor for its own account,  for  investment  and without any view to the
distribution, assignment or resale to others or fractionalization in whole or in
part.  The Investor  agrees not to assign or in any way transfer the  Investor's
rights to the  securities  or any  interest  therein and  acknowledges  that the
Company  will not  recognize  any  purported  assignment  or transfer  except in
accordance with applicable  Federal and state  securities  laws. No other person
has or will have a direct or indirect beneficial interest in the securities. The
Investor  agrees not to sell,  hypothecate or otherwise  transfer the Investor's
securities  unless the securities  are  registered  under Federal and applicable
state securities laws or unless,  in the opinion of counsel  satisfactory to the
Company, an exemption from such laws is available.

         Section 3.5. ACCREDITED  INVESTOR.  As of the date hereof and as of any
Closing,  the Investor is and shall be an "Accredited  Investor" as that term is
defined in Rule 501(a)(3) of Regulation D of the Securities  Act. The Investor's
financial  condition  is such  that it is able to bear the risk of  holding  the
shares of Common Stock issued  hereunder for an indefinite  period of time,  and
the risk of loss of its entire  investment.  The Investor has been  afforded the
opportunity  to ask questions of and receive  answers from the management of the
Company  concerning this investment and has sufficient  knowledge and experience
in investing in companies similar to the Company in terms of the Company's stage
of  development  so as to be  able to  evaluate  the  risks  and  merits  of its
investments in the Company.

         Section  3.6.  INFORMATION.  The  Investor  and its  advisors  (and its
counsel),  if any,  have  been  furnished  with all  materials  relating  to the
business,  finances  and  operations  of the Company and  information  it deemed
material  to  making an  informed  investment  decision.  The  Investor  and its
advisors,  if any,  have been afforded the  opportunity  to ask questions of the
Company and its  management.  Neither such inquiries nor any other due diligence
investigations  conducted  by such  Investor  or its  advisors,  if any,  or its
representatives  shall modify,  amend or affect the Investor's  right to rely on
the Company's  representations and warranties  contained in




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this Agreement.  The Investor  understands  that its investment  involves a high
degree of risk.  The Investor is in a position  regarding  the  Company,  which,
based upon employment, family relationship or economic bargaining power, enabled
and enables  such  Investor to obtain  information  from the Company in order to
evaluate the merits and risks of this  investment.  The Investor has sought such
accounting,  legal and tax advice,  as it has  considered  necessary  to make an
informed investment decision with respect to this transaction.

         Section  3.7.  RECEIPT OF  DOCUMENTS.  The Investor and its counsel has
received and read in their entirety: (i) this Agreement and the Exhibits annexed
hereto;  (ii) all due  diligence and other  information  necessary to verify the
accuracy and  completeness  of such  representations,  warranties and covenants;
(iii) the SEC Documents and (iv) answers to all questions the Investor submitted
to the Company  regarding an  investment  in the  Company;  and the Investor has
relied on the information  contained in the above  referenced  documents and has
not been furnished any other documents, literature, memorandum or prospectus.

         Section 3.8.  REGISTRATION  RIGHTS AGREEMENT AND ESCROW AGREEMENT.  The
parties have  entered  into the  Registration  Rights  Agreement  and the Escrow
Agreement, each dated the date hereof.

         Section 3.9. NO GENERAL  SOLICITATION.  Neither the Company, nor any of
its affiliates, nor any person acting on its or their behalf, has engaged in any
form of general  solicitation  or general  advertising  (within  the  meaning of
Regulation D under the Securities  Act) in connection  with the offer or sale of
the shares of Common Stock offered hereby.

         Section  3.10.  NOT AN  AFFILIATE.  The  Investor  is  not an  officer,
director  or  a  person  that  directly,  or  indirectly  through  one  or  more
intermediaries,  controls or is controlled  by, or is under common  control with
the Company or any  "Affiliate"  of the Company (as that term is defined in Rule
405 of the Securities Act).  Neither the Investor nor its Affiliates has an open
short position in the Common Stock of the Company,  and the Investor agrees that
it will not, and that it will cause its  Affiliates  not to, engage in any short
sales of or hedging transactions with respect to the Common Stock, provided that
the Company  acknowledges  and agrees that upon receipt of an Advance Notice the
Investor  will sell the  Shares to be issued  to the  Investor  pursuant  to the
Advance Notice, even if the Shares have not been delivered to the Investor.

         Section 3.11.  TRADING  ACTIVITIES.  The Investor's  trading activities
with  respect to the  Company's  Common  Stock shall be in  compliance  with all
applicable  federal and state  securities  laws,  rules and  regulations and the
rules and  regulations  of the Principal  Market on which the  Company's  Common
Stock is listed or traded  including,  but not  limited  to, the  antifraud  and
anti-manipulation  provisions of the federal  securities laws,  Section 17(a) of
the  Securities  Act,  Sections 9, 10(b) and 15(c) of the  Exchange Act and Rule
10b-5 under the Exchange Act. . Neither the Investor nor its  affiliates  has an
open short  position in the Common Stock of the Company and, the Investor  shall
not and will cause its  affiliates not to engage in any short sale as defined in
any  applicable SEC or National  Association of Securities  Dealers rules on any
hedging  transactions  with respect to the Common  Stock.  Without  limiting the
foregoing,  the Investor agrees not to engage in any naked short transactions in
excess of the amount of shares owned (or an offsetting long position) during the
Commitment  Period.  The Investor  shall be entitled to sell Common Stock during
the applicable Pricing Period.




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         Section 3.12. SHARES NOT REGISTERED.  The Investor understands that the
Investor's  Shares have not been  registered  under the  Securities Act and that
such  Investor's  Shares  must  continue to be held by such  Purchaser  unless a
subsequent  disposition  thereof is registered  under the  Securities  Act or is
exempt from such  registration.  The Purchaser  understands  that the exemptions
from registration afforded by Rule 144 (the provisions of which are known to it)
promulgated  under the  Securities  Act  depend on the  satisfaction  of various
conditions,  and that,  if  applicable,  Rule 144 may afford the basis for sales
only in limited amounts.

         Section 3.13. NO CONFLICT. The execution and delivery of this Agreement
and the Registration Rights Agreement by the Investor and the consummation by it
of the  transactions  contemplated  hereby and thereby will not conflict with or
result in any violation of or default by the Investor (with or without notice or
lapse of time, or both) under (i) any provision of the organizational  documents
of the Investor or (ii) in any material respect, any judgment,  order,  statute,
law,  ordinance,  rule  or  regulations,  applicable  to  the  Investor  or  its
respective properties or assets.

         Section 3.14 BROKERS.  The Investor has not retained,  utilized or been
represented  by any  broker  or  finder  in  connection  with  the  transactions
contemplated by this Agreement.

         Section   3.15   CONSENTS.   All   consents,   approvals,   orders  and
authorizations  required  on the part of the  Investor  in  connection  with the
execution, delivery or performance of this Agreement and the consummation of the
transactions contemplated herein have been obtained and are effective.




                                   ARTICLE IV.
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         The Company  hereby  represents  and warrants to, and agrees with,  the
Investor that the  following are true and correct as of the date hereof,  except
as stated on the disclosure schedules or in the SEC Documents:

         Section  4.1.  INCORPORATION.  The  Company  is duly  incorporated  and
validly existing in the jurisdiction of its  incorporation and has all requisite
corporate power and authority to own its properties and to carry on its business
as now  being  conducted.  Each  of the  Company  and its  subsidiaries  is duly
qualified as a foreign  corporation  to do business  and is in good  standing in
every  jurisdiction  in which the nature of the  business  conducted by it makes
such  qualification  necessary,  except to the extent  that the failure to be so
qualified or be in good standing would not have a Material Adverse Effect on the
Company and its subsidiaries taken as a whole.

         Section  4.2.   AUTHORIZATION,   ENFORCEMENT,   COMPLIANCE  WITH  OTHER
INSTRUMENTS.  (i) The Company has the requisite corporate power and authority to
enter into and perform this Agreement,  the Registration  Rights Agreement,  the
Escrow Agreement,  the Placement Agent Agreement and any related agreements,  in
accordance with the terms hereof and thereof, (ii) the execution and delivery of
this Agreement,  the Registration  Rights Agreement,  the Escrow Agreement,  the
Placement  Agent  Agreement  and any related  agreements  by the Company and the
consummation by it of the  transactions  contemplated  hereby and thereby,  have
been duly


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authorized  by the  Company's  Board of  Directors  and no  further  consent  or
authorization  is  required  by the  Company,  its  Board  of  Directors  or its
stockholders,  (iii) this Agreement,  the  Registration  Rights  Agreement,  the
Escrow Agreement,  the Placement Agent Agreement and any related agreements have
been duly  executed  and  delivered  by the Company,  (iv) this  Agreement,  the
Registration  Rights  Agreement,  the  Escrow  Agreement,  the  Placement  Agent
Agreement and assuming the execution and delivery  thereof and acceptance by the
Investor and any related agreements constitute the valid and binding obligations
of the Company  enforceable  against the Company in accordance with their terms,
except as such  enforceability may be limited by general principles of equity or
applicable bankruptcy,  insolvency,  reorganization,  moratorium, liquidation or
similar laws relating to, or affecting generally,  the enforcement of creditors'
rights and remedies.

         Section  4.3.  CAPITALIZATION.  As of the date hereof,  the  authorized
capital stock of the Company consists of 20,000,000,000  shares of Common Stock,
par value $.0000001 per share and  200,000,000  shares of Preferred  Stock,  par
value  $.0000001  per share,  of which  251,222,212  shares of Common  Stock and
50,000  shares  of  Preferred  Stock are  issued  and  outstanding.  All of such
outstanding   shares   have  been   validly   issued  and  are  fully  paid  and
nonassessable. No shares of Common Stock are subject to preemptive rights or any
other similar rights or any liens or  encumbrances  suffered or permitted by the
Company. As of the date hereof, (i) there are no outstanding options,  warrants,
scrip, rights to subscribe to, calls or commitments of any character  whatsoever
relating to, or securities  or rights  convertible  into,  any shares of capital
stock of the  Company or any of its  subsidiaries,  or  contracts,  commitments,
understandings  or arrangements by which the Company or any of its  subsidiaries
is or may  become  bound to issue  additional  shares  of  capital  stock of the
Company  or any of its  subsidiaries  or  options,  warrants,  scrip,  rights to
subscribe to, calls or commitments of any character  whatsoever  relating to, or
securities  or rights  convertible  into,  any  shares of  capital  stock of the
Company  or  any  of its  subsidiaries,  (ii)  there  are  no  outstanding  debt
securities (iii) there are no outstanding  registration  statements  registering
the offer and sale of securities under the Securities Act other than on Form S-8
and (iv) there are no agreements or arrangements  under which the Company or any
of its subsidiaries is obligated to register the sale of any of their securities
under the Securities Act (except pursuant to the Registration Rights Agreement).
There are no  securities  or  instruments  containing  anti-dilution  or similar
provisions that will be triggered by this Agreement or any related  agreement or
the  consummation of the transactions  described herein or therein.  The Company
has  furnished  to the  Investor  true  and  correct  copies  of  the  Company's
Certificate  of  Incorporation,  as amended  and as in effect on the date hereof
(the "Certificate of Incorporation"), and the Company's By-laws, as in effect on
the date hereof (the  "By-laws"),  and the terms of all  securities  convertible
into or  exercisable  for Common  Stock and the  material  rights of the holders
thereof in respect thereto.













                                       10
<PAGE>
         Section 4.4. NO CONFLICT.  The execution,  delivery and  performance of
this  Agreement  by the  Company  and the  consummation  by the  Company  of the
transactions  contemplated  hereby  will not (i)  result in a  violation  of the
Certificate of Incorporation, any certificate of designations of any outstanding
series of preferred stock of the Company or of its By-laws or (ii) conflict with
or  constitute a default (or an event which with notice or lapse of time or both
would  become a default)  under,  or give to others  any rights of  termination,
amendment,   acceleration  or  cancellation  of,  any  agreement,  indenture  or
instrument to which the Company or any of its subsidiaries is a party, or result
in a  violation  of  any  law,  rule,  regulation,  order,  judgment  or  decree
(including  federal and state  securities laws and regulations and the rules and
regulations  of the  Principal  Market  on which  the  Common  Stock is  quoted)
applicable  to the Company or any of its  subsidiaries  or by which any material
property or asset of the Company or any of its subsidiaries is bound or affected
and which would  cause a Material  Adverse  Effect.  Neither the Company nor its
subsidiaries  is in violation of any term of or in default under its Certificate
of Incorporation or By-laws , respectively, or any material contract, agreement,
mortgage, indebtedness,  indenture, instrument, judgment, decree or order or any
statute,  rule or regulation applicable to the Company or its subsidiaries which
would  cause a Material  Adverse  Effect.  The  business  of the Company and its
subsidiaries is not being conducted in violation of any material law, ordinance,
regulation of any governmental  entity.  Except as specifically  contemplated by
this Agreement and as required under the Securities Act and any applicable state
securities   laws,   the  Company  is  not   required  to  obtain  any  consent,
authorization or order of, or make any filing or registration with, any court or
governmental  agency in order for it to  execute,  deliver or perform any of its
obligations  under or contemplated by this Agreement or the Registration  Rights
Agreement in  accordance  with the terms hereof or thereof.  The Company and its
subsidiaries  are unaware of any fact or  circumstance  which might give rise to
any of the foregoing.

         Section 4.5. SEC  DOCUMENTS;  FINANCIAL  STATEMENTS.  Since  January 1,
2003, the Company has filed all reports,  schedules, forms, statements and other
documents  required  to be filed by it with the SEC  under of the  Exchange  Act
(with the exception of the  Company's  annual report on Form 10-K for the fiscal
year ended  December 31, 2003,  which,  as of the date hereof,  has not yet been
filed  pursuant to Rule 12b-25  under the  Exchange  Act).  The Company has made
available  through the SEC's  website at  http://www.sec.gov,  true and complete
copies  of the SEC  Documents.  As of  their  respective  dates,  the  financial
statements  of the  Company  disclosed  in the  SEC  Documents  (the  "Financial
Statements")  complied  as to  form in all  material  respects  with  applicable
accounting  requirements and the published rules and regulations of the SEC with
respect thereto. Such financial statements have been prepared in accordance with
generally  accepted  accounting  principles,  consistently  applied,  during the
periods  involved  (except (i) as may be otherwise  indicated in such  financial
statements  or the  notes  thereto,  or (ii) in the  case of  unaudited  interim
statements,  to the extent they may exclude  footnotes  or may be  condensed  or
summary  statements) and, fairly present in all material  respects the financial
position  of  the  Company  as of the  dates  thereof  and  the  results  of its
operations  and cash flows for the periods then ended  (subject,  in the case of
unaudited   statements,   to  normal  year-end  audit  adjustments).   No  other
information provided by or on behalf of the Company to the Investor which is not
included in the SEC Documents  contains any untrue  statement of a material fact
or omits to state any material  fact  necessary in order to make the  statements
therein,  in the light of the  circumstances  under  which they were  made,  not
misleading.



                                       11
<PAGE>
         Section  4.6.  10b-5.  The SEC  Documents  do not  include  any  untrue
statements  of  material  fact,  nor do they  omit to state  any  material  fact
required to be stated therein necessary to make the statements made, in light of
the circumstances under which they were made, not misleading.

         Section  4.7  ABSENCE OF EVENTS OF  DEFAULT.  No Event of  Default,  as
defined in the  respective  agreement  to which the  Company is a party,  and no
event  which,  with the giving of notice or the  passage of time or both,  would
become an Event of Default (as so  defined),  has  occurred  and is  continuing,
which  would  have  a  Material  Adverse  Effect  on  the  Company's   business,
properties, financial condition or results of operations.

         Section  4.8  INTELLECTUAL   PROPERTY  RIGHTS.   The  Company  and  its
subsidiaries  own or possess  adequate  rights or licenses  to use all  material
trademarks,  trade names,  service marks,  service mark  registrations,  service
names, patents,  patent rights,  copyrights,  inventions,  licenses,  approvals,
governmental authorizations, trade secrets and rights necessary to conduct their
respective businesses as now conducted.  The Company and its subsidiaries do not
have any knowledge of any  infringement  by the Company or its  subsidiaries  of
trademark,  trade name rights, patents, patent rights,  copyrights,  inventions,
licenses, service names, service marks, service mark registrations, trade secret
or other similar rights of others,  and, to the knowledge of the Company,  there
is no claim,  action or  proceeding  being  made or brought  against,  or to the
Company's  knowledge,  being threatened against, the Company or its subsidiaries
regarding trademark,  trade name, patents, patent rights, invention,  copyright,
license, service names, service marks, service mark registrations,  trade secret
or other  infringement;  and the Company and its subsidiaries are unaware of any
facts or circumstances which might give rise to any of the foregoing.

         Section  4.9  EMPLOYEE  RELATIONS.  Neither  the Company nor any of its
subsidiaries  is involved in any labor  dispute  nor,  to the  knowledge  of the
Company or any of its subsidiaries,  is any such dispute threatened. None of the
Company's or its subsidiaries'  employees is a member of a union and the Company
and its subsidiaries believe that their relations with their employees are good.

         Section 4.10  ENVIRONMENTAL  LAWS. The Company and its subsidiaries are
(i) in compliance with any and all applicable material foreign,  federal,  state
and local laws and  regulations  relating to the  protection of human health and
safety,  the environment or hazardous or toxic substances or wastes,  pollutants
or contaminants ("Environmental Laws"), (ii) have received all permits, licenses
or other  approvals  required  of them under  applicable  Environmental  Laws to
conduct their  respective  businesses and (iii) are in compliance with all terms
and conditions of any such permit, license or approval.

         Section 4.11 TITLE.  The Company has good and  marketable  title to its
properties and material assets owned by it, free and clear of any pledge,  lien,
security interest,  encumbrance,  claim or equitable interest other than such as
are  not  material  to the  business  of the  Company.  Any  real  property  and
facilities held under lease by the Company and its subsidiaries are held by them
under valid,  subsisting and enforceable  leases with such exceptions as are not
material and do not interfere  with the use made and proposed to be made of such
property and buildings by the Company and its subsidiaries.







                                       12
<PAGE>
         Section 4.12 INSURANCE.  The Company and each of its  subsidiaries  are
insured by insurers of recognized financial  responsibility  against such losses
and risks and in such  amounts  as  management  of the  Company  believes  to be
prudent  and  customary  in  the   businesses  in  which  the  Company  and  its
subsidiaries  are engaged.  Neither the Company nor any such subsidiary has been
refused any insurance coverage sought or applied for and neither the Company nor
any such  subsidiary has any reason to believe that it will not be able to renew
its existing  insurance  coverage as and when such coverage expires or to obtain
similar  coverage  from  similar  insurers as may be  necessary  to continue its
business at a cost that would not materially and adversely affect the condition,
financial or otherwise,  or the earnings,  business or operations of the Company
and its subsidiaries, taken as a whole.

         Section  4.13  REGULATORY  PERMITS.  The Company  and its  subsidiaries
possess all  material  certificates,  authorizations  and permits  issued by the
appropriate  federal,  state or  foreign  regulatory  authorities  necessary  to
conduct  their  respective  businesses,  and  neither  the  Company nor any such
subsidiary has received any notice of proceedings  relating to the revocation or
modification of any such certificate, authorization or permit.

         Section 4.14 INTERNAL ACCOUNTING CONTROLS.  The Company and each of its
subsidiaries  maintain a system of internal  accounting  controls  sufficient to
provide  reasonable  assurance that (i)  transactions are executed in accordance
with  management's  general or specific  authorizations,  (ii)  transactions are
recorded  as  necessary  to  permit  preparation  of  financial   statements  in
conformity with generally accepted  accounting  principles and to maintain asset
accountability,  (iii) access to assets is  permitted  only in  accordance  with
management's   general  or  specific   authorization   and  (iv)  the   recorded
accountability  for assets is compared  with the existing  assets at  reasonable
intervals and appropriate action is taken with respect to any differences.

         Section 4.15 NO MATERIAL ADVERSE BREACHES, ETC. Neither the Company nor
any of its  subsidiaries  is subject to any  charter,  corporate  or other legal
restriction,  or any judgment,  decree,  order,  rule or regulation which in the
judgment of the  Company's  officers  has or is expected in the future to have a
Material  Adverse  Effect on the  business,  properties,  operations,  financial
condition,   results  of   operations   or  prospects  of  the  Company  or  its
subsidiaries.  Neither the Company nor any of its  subsidiaries  is in breach of
any  contract or  agreement  which  breach,  in the  judgment  of the  Company's
officers,  has or is expected to have a Material Adverse Effect on the business,
properties,  operations,  financial  condition or results of  operations  of the
Company or its subsidiaries.

         Section  4.16  ABSENCE  OF  LITIGATION.   There  is  no  action,  suit,
proceeding,  inquiry  or  investigation  before or by any court,  public  board,
government  agency,  self-regulatory  organization  or body  pending  against or
affecting the Company,  the Common Stock or any of the  Company's  subsidiaries,
wherein an  unfavorable  decision,  ruling or finding  would (i) have a Material
Adverse Effect on the transactions contemplated hereby (ii) adversely affect the
validity or  enforceability  of, or the  authority  or ability of the Company to
perform  its  obligations   under,  this  Agreement  or  any  of  the  documents
contemplated  herein,  or  have a  Material  Adverse  Effect  on  the  business,
properties,  financial  condition or results of operation of the Company and its
subsidiaries.





                                       13
<PAGE>
         Section  4.17  SUBSIDIARIES.  The  Company  does not  presently  own or
control,  directly  or  indirectly,  any  interest  in  any  other  corporation,
partnership, association or other business entity.

         Section 4.18 TAX STATUS.  The Company and each of its  subsidiaries has
made or filed all federal and state  income and all other tax  returns,  reports
and declarations required by any jurisdiction to which it is subject and (unless
and only to the extent  that the Company  and each of its  subsidiaries  has set
aside on its books provisions  reasonably adequate for the payment of all unpaid
and unreported taxes) has paid all taxes and other governmental  assessments and
charges  that are  material  in amount,  shown or  determined  to be due on such
returns,  reports and  declarations,  except those being contested in good faith
and has set aside on its books provision  reasonably adequate for the payment of
all taxes for periods  subsequent to the periods to which such returns,  reports
or declarations  apply. There are no unpaid taxes in any material amount claimed
to be due by the taxing authority of any  jurisdiction,  and the officers of the
Company know of no basis for any such claim.

         Section 4.19 CERTAIN TRANSACTIONS.  None of the officers, directors, or
employees  of the  Company  is  presently  a party to any  transaction  with the
Company  (other  than  for  services  as  employees,  officers  and  directors),
including  any  contract,  agreement  or  other  arrangement  providing  for the
furnishing  of  services  to or by,  providing  for  rental of real or  personal
property to or from,  or  otherwise  requiring  payments to or from any officer,
director or such employee or, to the knowledge of the Company,  any corporation,
partnership,  trust or other entity in which any officer,  director, or any such
employee  has a  substantial  interest  or is an officer,  director,  trustee or
partner.

         Section  4.20 FEES AND  RIGHTS OF FIRST  REFUSAL.  The  Company  is not
obligated to offer the securities  offered hereunder on a right of first refusal
basis or otherwise to any third parties  including,  but not limited to, current
or former shareholders of the Company,  underwriters,  brokers,  agents or other
third parties.

         Section  4.21 USE OF  PROCEEDS.  The  Company  represents  that the net
proceeds  from  this  offering  will be used  for  general  corporate  purposes.
However,  in no event shall the net proceeds  from this  offering be used by the
Company for the  payment  (or loaned to any such person for the  payment) of any
judgment,  or other  liability,  incurred  by any  executive  officer,  officer,
director or  employee  of the  Company,  except for any  liability  owed to such
person for services rendered,  or if any judgment or other liability is incurred
by such person originating from services rendered to the Company, or the Company
has indemnified such person from liability.

         Section 4.22 FURTHER  REPRESENTATION AND WARRANTIES OF THE COMPANY. For
so  long as any  securities  issuable  hereunder  held  by the  Investor  remain
outstanding, the Company acknowledges,  represents,  warrants and agrees that it
will maintain the listing of its Common Stock on the Principal Market.

         Section  4.23  DILUTION.  The  Company is aware and  acknowledges  that
issuance  of shares of the  Company's  Common  Stock  could  cause  dilution  to
existing shareholders and could significantly increase the outstanding number of
shares of Common Stock.





                                       14
<PAGE>
                                   ARTICLE V.
                                 INDEMNIFICATION

         The Investor and the Company  represent to the other the following with
respect to itself:

         Section 5.1. INDEMNIFICATION.

                  (a) In consideration of the Investor's  execution and delivery
of this  Agreement,  and in addition to all of the Company's  other  obligations
under this  Agreement,  the Company  shall defend,  protect,  indemnify and hold
harmless the Investor, and all of its officers,  directors,  partners, employees
and agents (including, without limitation, those retained in connection with the
transactions  contemplated  by  this  Agreement)  (collectively,  the  "Investor
Indemnitees")  from and against any and all  actions,  causes of action,  suits,
claims, losses, costs, penalties, fees, liabilities and damages, and expenses in
connection therewith  (irrespective of whether any such Investor Indemnitee is a
party  to the  action  for  which  indemnification  hereunder  is  sought),  and
including  reasonable   attorneys'  fees  and  disbursements  (the  "Indemnified
Liabilities"),  incurred by the Investor  Indemnitees or any of them as a result
of, or arising out of, or relating to (a) any misrepresentation or breach of any
representation  or  warranty  made  by the  Company  in  this  Agreement  or the
Registration  Rights Agreement or any other certificate,  instrument or document
contemplated  hereby or thereby  executed by the Company,  (b) any breach of any
covenant,  agreement or obligation of the Company contained in this Agreement or
the  Registration  Rights  Agreement  or any other  certificate,  instrument  or
document  contemplated  hereby or thereby  executed by the  Company,  or (c) any
cause of action, suit or claim brought or made against such Investor Indemnitee,
and arising out of or resulting  from the  execution,  delivery,  performance or
enforcement  of this  Agreement or any other  instrument,  document or agreement
executed  pursuant hereto by any of the Investor  Indemnitees not arising out of
any  action or  inaction  of an  Investor  Indemnitee.  To the  extent  that the
foregoing  undertaking by the Company may be unenforceable  for any reason,  the
Company shall make the maximum  contribution to the payment and  satisfaction of
each of the Indemnified Liabilities, which is permissible under applicable law.

                  (b) In consideration  of the Company's  execution and delivery
of this Agreement,  and in addition to all of the Investor's  other  obligations
under this  Agreement,  the Investor shall defend,  protect,  indemnify and hold
harmless the Company and all of its officers, directors, shareholders, employees
and agents (including, without limitation, those retained in connection with the
transactions  contemplated  by  this  Agreement)  (collectively,   the  "Company
Indemnitees") from and against any and all Indemnified  Liabilities  incurred by
the  Company  Indemnitees  or any of them as a result of, or arising  out of, or
relating  to (a)  any  misrepresentation  or  breach  of any  representation  or
warranty  made  by the  Investor  in this  Agreement,  the  Registration  Rights
Agreement, or any instrument or document contemplated hereby or thereby executed
by the Investor, (b) any breach of any covenant,  agreement or obligation of the
Investor contained in this Agreement,  the Registration  Rights Agreement or any
other  certificate,  instrument  or  document  contemplated  hereby  or  thereby
executed by the Investor,  or (c) any cause of action,  suit or claim brought or
made against such Company  Indemnitee  based on  misrepresentations  or due to a
breach  by or  the  negligent  conduct  of the  Investor  or  arising  out of or
resulting  from the  execution,  delivery,  performance  or  enforcement of this
Agreement  or any other  instrument,  document or  agreement  executed  pursuant
hereto by



                                       15
<PAGE>
any of the Company Indemnitees.  To the extent that the foregoing undertaking by
the Investor may be  unenforceable  for any reason,  the Investor shall make the
maximum  contribution to the payment and satisfaction of each of the Indemnified
Liabilities, which is permissible under applicable law.

                  (c)  The  obligations  of the  parties  to  indemnify  or make
contribution under this Section 5.1 shall survive termination.




                                   ARTICLE VI.
                            COVENANTS OF THE COMPANY

         Section  6.1.   REGISTRATION   RIGHTS.  The  Company  shall  cause  the
Registration Rights Agreement to remain in full force and effect and the Company
shall comply in all material respects with the terms thereof.

         Section 6.2.  LISTING OF COMMON STOCK.  The Company shall  maintain the
Common Stock's authorization for quotation on the Principal Market.

         Section  6.3.  EXCHANGE  ACT  REGISTRATION.  The Company will cause its
Common Stock to continue to be  registered  under  Section 12(g) of the Exchange
Act, will file in a timely manner all reports and other documents required of it
as a reporting  company  under the  Exchange Act and will not take any action or
file any  document  (whether  or not  permitted  by  Exchange  Act or the  rules
thereunder to terminate or suspend such  registration or to terminate or suspend
its reporting and filing obligations under said Exchange Act.

         Section  6.4.  TRANSFER  AGENT  INSTRUCTIONS.  Not  later  than two (2)
business  days after each Advance  Notice Date and prior to each Closing and the
effectiveness  of the  Registration  Statement  and resale of the  Common  Stock
issued  pursuant to an Advance Notice by the Investor,  the Company will deliver
instructions  to its  transfer  agent to issue  shares of Common  Stock  free of
restrictive legends.

         Section  6.5.  CORPORATE  EXISTENCE.  The  Company  will take all steps
necessary to preserve and continue the corporate existence of the Company.

         Section  6.6.   NOTICE  OF  CERTAIN  EVENTS   AFFECTING   REGISTRATION;
SUSPENSION OF RIGHT TO MAKE AN ADVANCE.  The Company will immediately notify the
Investor  upon its  becoming  aware of the  occurrence  of any of the  following
events in respect of a registration  statement or related prospectus relating to
an offering of Registrable Securities: (i) receipt of any request for additional
information  by the SEC or any other  Federal  or state  governmental  authority
during the period of effectiveness of the Registration  Statement for amendments
to the registration  statement or related  prospectus;  (ii) the issuance by the
SEC or any other  Federal  or state  governmental  authority  of any stop  order
suspending the effectiveness of the Registration  Statement or the initiation of
any proceedings for that purpose; (iii) receipt of any notification with respect
to the suspension of the qualification or exemption from qualification of any of
the  Registrable  Securities for sale in any  jurisdiction  or the initiation or
threatening of any proceeding for such purpose;  (iv) the happening of any event
that  makes  any  statement  made  in





                                       16
<PAGE>
the Registration Statement or related prospectus or any document incorporated by
reference  untrue in any  material  respect or that  requires  the making of any
changes in the Registration Statement,  related prospectus or documents so that,
in the case of the  Registration  Statement,  it will  not  contain  any  untrue
statement of a material  fact or omit to state any material  fact required to be
stated therein or necessary to make the statements  therein not misleading,  and
that in the case of the  related  prospectus,  it will not  contain  any  untrue
statement of a material  fact or omit to state any material  fact required to be
stated therein or necessary to make the statements  therein, in the light of the
circumstances under which they were made, not misleading;  and (v) the Company's
reasonable  determination  that a  post-effective  amendment to the Registration
Statement would be appropriate;  and the Company will promptly make available to
the Investor any such  supplement  or amendment to the related  prospectus.  The
Company  shall not  deliver  to the  Investor  any  Advance  Notice  during  the
continuation of any of the foregoing events.

         Section 6.7.  EXPECTATIONS  REGARDING ADVANCE NOTICES.  Within ten (10)
days after the commencement of each calendar quarter occurring subsequent to the
commencement of the Commitment Period, the Company must notify the Investor,  in
writing, as to its reasonable expectations as to the dollar amount it intends to
raise  during such  calendar  quarter,  if any,  through the issuance of Advance
Notices.  Such  notification  shall  constitute  only the  Company's  good faith
estimate and shall in no way  obligate the Company to raise such amount,  or any
amount,  or otherwise limit its ability to deliver Advance Notices.  The failure
by the  Company  to comply  with this  provision  can be cured by the  Company's
notifying  the  Investor,   in  writing,  at  any  time  as  to  its  reasonable
expectations with respect to the current calendar quarter.

         Section  6.8.   RESTRICTION  ON  SALE  OF  CAPITAL  STOCK.  During  the
Commitment  Period,  the Company shall not issue or sell (i) any Common Stock or
preferred stock without consideration or for a consideration per share less than
the bid price of the Common Stock determined  immediately prior to its issuance,
(ii) issue or sell any Preferred Stock warrant,  option, right, contract,  call,
or other security or instrument granting the holder thereof the right to acquire
Common Stock without  consideration  or for a consideration  per share less than
such Common Stock's Bid Price determined  immediately prior to its issuance,  or
(iii) file any registration statement on Form S-8.

         Section 6.9. CONSOLIDATION;  MERGER. The Company shall not, at any time
after the date hereof, effect any merger or consolidation of the Company with or
into,  or a transfer  of all or  substantially  all the assets of the Company to
another  entity (a  "Consolidation  Event")  unless the  resulting  successor or
acquiring  entity  (if  not the  Company)  assumes  by  written  instrument  the
obligations of the Company under this Agreement.

         Section 6.10. ISSUANCE OF THE COMPANY'S COMMON STOCK. The Company shall
use its reasonable best efforts to comply with all  requirements of it necessary
for the sales of Common Stock to the Investor hereunder to be made in accordance
with the provisions and  requirements  of Regulation D and any applicable  state
securities law.

         Section  6.11  OPINION OF COUNSEL.  Prior to an Advance  hereunder  the
Company will obtain for the  Investor,  at the  Company's  expense,  any and all
opinions  of  counsel  which  may be  reasonably  required  in order to sell the
securities issuable hereunder without restriction.




                                       17
<PAGE>
                                  ARTICLE VII.
                CONDITIONS FOR ADVANCE AND CONDITIONS TO CLOSING

         Section 7.1.  CONDITIONS  PRECEDENT TO THE  OBLIGATIONS OF THE COMPANY.
The  obligation  hereunder of the Company to consummate any Closing and to issue
and sell the shares of Common Stock to the Investor  hereunder is subject to the
satisfaction,  or waiver by the Company, at or before each such Closing, of each
of the conditions set forth below.

                  (a) Accuracy of the Investor's Representations and Warranties.
The  representations  and warranties  contained  herein of the Investor shall be
true and correct in all  material  respects on and as of an  applicable  Closing
Date with the same  force and  effect as though  made on and as of such  Closing
Date.

                  (b)  Performance  by the  Investor.  The  Investor  shall have
performed,  satisfied and complied in all material  respects with all covenants,
agreements and conditions required by this Agreement and the Registration Rights
Agreement  to be  performed,  satisfied  or complied  with by the Investor at or
prior to such Closing.

                  (c) Registration  Rights  Agreement.  The Registration  Rights
Agreement shall have been executed and delivered to the Company by the Investor.

                  (d) No Proceedings. No proceeding or other governmental action
challenging this Agreement or the transactions  contemplated  hereby, or seeking
to prohibit,  alter,  prevent or materially delay the transactions  contemplated
hereby, shall have been instituted before any court,  arbitrator or governmental
body, agency or official and shall be pending.

                  (e) Sale of  Common  Stock.  The sale of  Common  Stock to the
Investor  pursuant  to this  Agreement  shall  not be  prohibited  by any law or
governmental order or regulation. All necessary consents,  approvals,  licenses,
permits,  orders  and  authorizations  of, or  registrations,  declarations  and
filings with, any governmental or  administrative  agency or of any other person
with respect to any of the transactions contemplated hereby shall have been duly
obtained or made and shall be in full force and effect.

                  (f) Underwriter  Identification.  The Investor shall have been
listed and identified as an underwriter in the Registration  Statement,  as well
as a selling shareholder.



         Section  7.2.  CONDITIONS  PRECEDENT  TO THE  RIGHT OF THE  COMPANY  TO
DELIVER AN ADVANCE NOTICE AND THE OBLIGATION OF THE INVESTOR TO PURCHASE  SHARES
OF COMMON STOCK.  The right of the Company to deliver an Advance  Notice and the
obligation  of the  Investor  hereunder  to  acquire  and pay for  shares of the
Company's  Common Stock  incident to a Closing is subject to the  fulfillment by
the  Company,  on (i) the date of delivery of such  Advance  Notice and (ii) the
applicable Advance Date (each a "Condition  Satisfaction  Date"), of each of the
following conditions:







                                       18
<PAGE>
                  (a) REGISTRATION OF THE COMMON STOCK WITH THE SEC. The Company
shall have  filed  with the SEC a  Registration  Statement  with  respect to the
resale  of the  Registrable  Securities  in  accordance  with  the  terms of the
Registration  Rights  Agreement.  The  Registration  Statement shall have become
effective  and shall be effective on each  Condition  Satisfaction  Date and (i)
neither the Company nor the Investor shall have received notice that the SEC has
issued  or  intends  to issue a stop  order  with  respect  to the  Registration
Statement or that the SEC otherwise has suspended or withdrawn the effectiveness
of the Registration Statement,  either temporarily or permanently, or intends or
has  threatened to do so (unless the SEC's  concerns have been addressed and the
Investor  is  reasonably  satisfied  that the SEC no  longer is  considering  or
intends  to take  such  action),  and  (ii) no  other  suspension  of the use or
withdrawal  of  the  effectiveness  of the  Registration  Statement  or  related
prospectus shall exist.

                  (b) AUTHORITY. The Company shall have made all necessary "blue
sky" filings  required to be made by the Company in connection  with the sale of
Common Stock to the Investor  pursuant to this Agreement.  The sale and issuance
of the  shares  of  Common  Stock  shall be  legally  permitted  by all laws and
regulations to which the Company is subject.

                  (c) FUNDAMENTAL CHANGES. There shall not exist any fundamental
changes to the information set forth in the  Registration  Statement which would
require  the  Company to file a  post-effective  amendment  to the  Registration
Statement.

                  (d)  PERFORMANCE  BY  THE  COMPANY.  The  Company  shall  have
performed,  satisfied and complied in all material  respects with all covenants,
agreements  and  conditions  required  by  this  Agreement  (including,  without
limitation, the conditions specified in Section 2.5 hereof) and the Registration
Rights  Agreement to be performed,  satisfied or complied with by the Company at
or prior to each Condition Satisfaction Date.

                  (e) NO INJUNCTION.  No statute,  rule,  regulation,  executive
order,  decree,   ruling  or  injunction  shall  have  been  enacted,   entered,
promulgated  or endorsed by any court or  governmental  authority  of  competent
jurisdiction  that  prohibits  or  directly  and  adversely  affects  any of the
transactions  contemplated by this Agreement,  and no proceeding shall have been
commenced that may have the effect of prohibiting or adversely  affecting any of
the transactions contemplated by this Agreement.

                  (f) NO  SUSPENSION OF TRADING IN OR DELISTING OF COMMON STOCK.
The trading of the Common  Stock is not  suspended  by the SEC or the  Principal
Market (if the Common  Stock is traded on a Principal  Market).  The issuance of
shares of Common Stock with respect to the applicable Closing, if any, shall not
violate the shareholder  approval  requirements of the Principal  Market (if the
Common  Stock is traded  on a  Principal  Market).  The  Company  shall not have
received any notice threatening the continued listing of the Common Stock on the
Principal Market (if the Common Stock is traded on a Principal Market).

                  (g) MAXIMUM ADVANCE AMOUNT. The amount of an Advance requested
by the Company shall not exceed the Maximum Advance Amount.  In addition,  in no
event  shall the  number of shares of  Common  Stock  issuable  to the  Investor
pursuant  to an Advance  cause the  Investor to own in excess of four and 99/100
percent (4.99%) of the then outstanding Common Stock of the Company.




                                       19
<PAGE>
                  (h) OTHER. On each Condition  Satisfaction  Date, the Investor
shall have received the certificate executed by an officer of the Company in the
form of Exhibit A attached hereto.


                                  ARTICLE VIII.
         DUE DILIGENCE REVIEW; NON-DISCLOSURE OF NON-PUBLIC INFORMATION

         Section  8.1.  DUE  DILIGENCE  REVIEW.  Prior  to  the  filing  of  the
Registration  Statement the Company  shall make  available  for  inspection  and
review by the Investor,  advisors to and  representatives  of the Investor,  any
underwriter  participating  in any disposition of the Registrable  Securities on
behalf  of  the  Investor  pursuant  to the  Registration  Statement,  any  such
registration  statement or amendment or supplement thereto or any blue sky, NASD
or other filing,  all financial and other  records,  all SEC Documents and other
filings with the SEC, and all other  corporate  documents and  properties of the
Company as may be reasonably necessary for the purpose of such review, and cause
the Company's  officers,  directors and employees to supply all such information
reasonably  requested  by the  Investor or any such  representative,  advisor or
underwriter in connection with such Registration  Statement (including,  without
limitation,  in response to all questions and other inquiries reasonably made or
submitted  by any of them),  prior to and from time to time after the filing and
effectiveness of the Registration Statement for the sole purpose of enabling the
Investor  and  such   representatives,   advisors  and  underwriters  and  their
respective  accountants  and  attorneys  to  conduct  initial  and  ongoing  due
diligence  with  respect to the  Company and the  accuracy  of the  Registration
Statement.  Notwithstanding  the foregoing or any discovery of the Investor made
pursuant to this  Section  8.1,  the  provisions  of this  Section 8.1 shall not
constitute a condition of any Closing.

         Section 8.2. NON-DISCLOSURE OF NON-PUBLIC INFORMATION.

                  (a) The Company shall not disclose  non-public  information to
the Investor,  advisors to or  representatives  of the Investor  unless prior to
disclosure of such information the Company  identifies such information as being
non-public   information   and  provides  the   Investor,   such   advisors  and
representatives  with the  opportunity  to  accept  or  refuse  to  accept  such
non-public information for review. The Company may, as a condition to disclosing
any  non-public  information  hereunder,  require the  Investor's  advisors  and
representatives  to enter into a  confidentiality  agreement in form  reasonably
satisfactory to the Company and the Investor.

                  (b)  Nothing  herein  shall  require  the  Company to disclose
non-public  information  to the  Investor or its  advisors  or  representatives.
Notwithstanding  the  foregoing,   the  Company  shall  immediately  notify  the
Investors  and,  any,  underwriters,  of  any  event  or  the  existence  of any
circumstance   (without  any  obligation  to  disclose  the  specific  event  or
circumstance)  of which it becomes aware,  constituting  non-public  information
(whether or not requested of the Company  specifically  or generally  during the
course of due diligence by such persons or entities), which, if not disclosed in
the  prospectus  included  in  the  Registration   Statement  would  cause  such
prospectus  to  include  a  material  misstatement  or to omit a  material  fact
required to be stated therein in order to make the statements, therein, in light
of the circumstances in which they were made, not misleading.





                                       20
<PAGE>
                                   ARTICLE IX.
                           CHOICE OF LAW/JURISDICTION

         Section 9.1.  GOVERNING  LAW. This  Agreement  shall be governed by and
interpreted in accordance with the laws of the State of Delaware  without regard
to the principles of conflict of laws. The parties further agree that any action
between them shall be heard in Hudson County,  New Jersey, and expressly consent
to the  jurisdiction  and venue of the Superior Court of New Jersey,  sitting in
Hudson  County,  New Jersey and the United States  District Court of New Jersey,
sitting in Newark, New Jersey, for the adjudication of any civil action asserted
pursuant to this paragraph.


                                   ARTICLE X.
                             ASSIGNMENT; TERMINATION

         Section 10.1. ASSIGNMENT.  Neither this Agreement nor any rights of the
Company hereunder may be assigned to any other Person.

         Section 10.2.  TERMINATION.  This  Agreement may be terminated  and the
documents,  instruments,  agreements  and  transactions  contemplated  hereunder
abandoned  and of no  further  force and  effect  at any time  only as  follows,
provided that there are no Advance Notices pending:

         (a)      The obligations of the Investor to make Advances under Article
II hereof shall terminate twenty-four (24) months after the Effective Date.

         (b)      In the event the registration  statement filed pursuant to the
Registration Rights Agreement dated the date hereof of is not declared effective
by the SEC within one hundred  twenty (120)  business days from the date hereof.
In the event of a  termination  pursuant to this  Section  10.2(b),  the Company
shall have no  obligation to make any  additional  payments to and shall have no
further  liability  to the  Investor  or  Butler  Gonzalez  LLP or any of  their
respective  affiliates,  pursuant  to this  Agreement  or any of the  documents,
instruments or agreements contemplated hereby.

         (c)      Any  termination  pursuant to this Section 10 shall be without
liability on the part of any party,  unless such  termination is the result of a
material  breach of this  Agreement  by a party to this  Agreement in which case
such  breaching  party shall remain liable for such breach  notwithstanding  any
termination of this Agreement.




                                   ARTICLE XI.
                                     NOTICES

         Section  11.1.  NOTICES.  Any  notices,  consents,  waivers,  or  other
communications  required  or  permitted  to be  given  under  the  terms of this
Agreement  must be in writing and will be deemed to have been delivered (i) upon
receipt, when delivered  personally;  (ii) upon receipt, when sent by facsimile,
provided a copy is mailed by U.S.  certified  mail,  return  receipt






                                       21
<PAGE>
requested;  (iii) three (3) days after being sent by U.S. certified mail, return
receipt  requested,  or  (iv)  one  (1)  day  after  deposit  with a  nationally
recognized  overnight  delivery service,  in each case properly addressed to the
party to  receive  the  same.  The  addresses  and  facsimile  numbers  for such
communications shall be:

If to the Company, to:                  Capital Solutions I, Inc.
                                        6915 Red Road - Suite 222
                                        Coral Gables, FL 33143
                                        Attention:        Richard Astrom
                                        Telephone:        (305) 666-6565
                                        Facsimile:        (305) 666-3994

With a copy to:                         Gibson, Dunn & Crutcher LLP
                                        1050 Connecticut Avenue N.W.
                                        Washington, D.C.
                                        Attention:        Brian Lane, Esq.
                                        Telephone:        (202) 887-3646
                                        Facsimile:        (202) 530-9589

If to the Investor(s):                  Cornell Capital Partners, LP
                                        101 Hudson Street -Suite 3700
                                        Jersey City, NJ 07302
                                        Attention:        Mark Angelo
                                                          Portfolio Manager
                                        Telephone:        (201) 985-8300
                                        Facsimile:        (201) 985-8266

With a Copy to:                         Butler Gonzalez LLP
                                        1416 Morris Avenue - Suite 207
                                        Union, NJ 07083
                                        Attention:        David Gonzalez, Esq.
                                        Telephone:        (908) 810-8588
                                        Facsimile:        (908) 810-0973

Each party shall provide five (5) days' prior written  notice to the other party
of any change in address or facsimile number.


                                  ARTICLE XII.
                                  MISCELLANEOUS

         Section 12.1.  COUNTERPARTS.  This  Agreement may be executed in two or
more identical  counterparts,  all of which shall be considered one and the same
agreement and shall become effective when  counterparts have been signed by each
party and  delivered  to the other  party.  In the event any  signature  page is
delivered  by  facsimile  transmission,  the party  using such means of delivery
shall  cause  four  (4)  additional  original  executed  signature  pages  to be
physically  delivered to the other party  within five (5) days of the  execution
and delivery hereof,  though failure to deliver such copies shall not affect the
validity of this Agreement.








                                       22
<PAGE>
         Section 12.2. ENTIRE AGREEMENT;  AMENDMENTS.  This Agreement supersedes
all other prior oral or written  agreements  between the Investor,  the Company,
their  affiliates and persons acting on their behalf with respect to the matters
discussed  herein,  and this  Agreement and the  instruments  referenced  herein
contain  the entire  understanding  of the parties  with  respect to the matters
covered  herein and therein  and,  except as  specifically  set forth  herein or
therein,  neither  the  Company  nor  the  Investor  makes  any  representation,
warranty,  covenant or undertaking with respect to such matters. No provision of
this  Agreement  may be waived or amended other than by an instrument in writing
signed by the party to be charged with enforcement.

         Section 12.3 FEES AND  EXPENSES.  The Company  hereby agrees to pay the
following fees:

                  (a) LEGAL FEES. Each of the parties shall pay its own fees and
expenses (including the fees of any attorneys, accountants, appraisers or others
engaged by such party) in connection  with this  Agreement and the  transactions
contemplated  hereby,  except  that upon the  execution  of this  Agreement  the
Company will pay the aggregate amount of Fifteen  Thousand Dollars  ($15,000) to
Butler Gonzalez LLP for legal,  administrative,  and escrow fees. Any prior fees
paid to Butler Gonzalez LLP by the Company in connection  with the  transactions
contemplated  by  this  Agreement   shall  be  credited   against  this  amount.
Subsequently on each advance date, the Company will pay Butler Gonzalez LLP, the
sum of Five Hundred  Dollars  ($500) for legal,  administrative  and escrow fees
directly out the gross  proceeds held in escrow of any Advances  hereunder.  Any
and all fees for legal  expenses  paid to the  Investor's  legal  counsel by the
Investor  shall be paid  directly  to such  counsel  and  shall not be shared or
divided in any manner  with the  Investor.  Other than to the extent  explicitly
provided  for  herein,  the  Company  shall be under  no  obligation  to pay any
additional  fees to Butler Gonzalez LLP pursuant to this Agreement or any of the
documents, instruments or agreements contemplated hereby.

                  (b) COMMITMENT FEES.

                           (i) On each Advance Date the Company shall pay to the
Investor, directly from the gross proceeds held in escrow pursuant to the Escrow
Agreement  dated the date  hereof,  an amount  equal to four percent (4%) of the
amount of each Advance.  The Company  hereby agrees that if such payment,  as is
described  above,  is not made by the Company on the Advance Date,  such payment
will be made at the  direction  of the  Investor  as  outlined  and  mandated by
Section 2.3 of this Agreement.

                           (ii) Upon the execution of this Agreement the Company
shall issue to the Investor  shares of the  Company's  Common Stock in an amount
equal to Two Hundred Ninety Thousand Dollars  ($290,000)  divided by the closing
Bid  Price of the  Company's  Common  Stock on the date  hereof as  reported  by
Bloomberg, L.P. (the "Investor's Shares"). Upon being issued to the Investor the
Investor's Shares shall bear the following restrictive legend:

         "THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN
         REGISTERED  UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND
         ARE







                                       23
<PAGE>
         "RESTRICTED SECURITIES" AS THAT TERM, IS DEFINED IN RULE 144
         UNDER THE ACT. THE SHARES CAN NOT BE OFFERED FOR SALE,  SOLD
         OR  OTHERWISE  TRANSFERRED  EXCEPT  PURSUANT TO AN EFFECTIVE
         REGISTRATION  STATEMENT  UNDER  THE  ACT OR  PURSUANT  TO AN
         EXEMPTION FROM REGISTRATION  UNDER THE ACT, THE AVAILABILITY
         OF WHICH IS TO BE  ESTABLISHED  TO THE  SATISFACTION  OF THE
         COMPANY."

         Upon  the   Investor's   Shares  being   registered   pursuant  to  the
Registration  Rights Agreement or the Investor's  Shares being eligible for sale
pursuant to Rule 144 under the Act the Company will obtain for the Investor,  at
the Company's  expense,  any and all opinions of counsel which may be reasonably
required  in order  for the  Investor  to sell  the  Investor's  Shares  without
restriction.



                           (iii) FULLY EARNED.  The  Investor's  Shares shall be
deemed fully earned as of the date hereof.

                           (iv) REGISTRATION  RIGHTS. The Investor's Shares will
have registration rights as set forth in the Registration Rights Agreement.

                  (c) DUE  DILIGENCE  FEE.  Within two (2) business  days of the
submission of the due diligence package to the Investor the Company shall pay to
the Investor a due diligence fee of Two Thousand Five Hundred  Dollars  ($2,500)
to defray the costs of performing due diligence on the Company.

         Section 12.4. BROKERAGE.  Each of the parties hereto represents that it
has had no  dealings  in  connection  with this  transaction  with any finder or
broker who will demand  payment of any fee or  commission  from the other party.
The  Company on the one hand,  and the  Investor,  on the other  hand,  agree to
indemnify  the  other  against  and hold  the  other  harmless  from any and all
liabilities  to any person  claiming  brokerage  commissions or finder's fees on
account  of  services   purported  to  have  been  rendered  on  behalf  of  the
indemnifying  party  in  connection  with  this  Agreement  or the  transactions
contemplated hereby.






















                                       24
<PAGE>
         Section  12.5.  CONFIDENTIAL  INFORMATION.  Each of the Company and the
Investor  agrees to keep  confidential,  and not to  disclose  to or use for the
benefit of any third  party,  the  existence  or terms of this  Agreement or any
other  information which at any time is communicated by the other party as being
confidential,  without the prior written approval of the other party;  provided,
however,  that this provision shall not apply to information  which, at the time
of  disclosure,  is already part of the public domain  (except by breach of this
Agreement) and information  which is required to be disclosed by law (including,
without  limitation,  pursuant to Item  601(b)(10) of  Regulation  S-K under the
Securities Act and the Exchange Act). In  furtherance,  and not in limitation of
Section 3.11,  Investor agrees that it shall not trade the Company's  securities
if it is in  possession  of  material  non-public  information  relating  to the
Company.














































                                       25
<PAGE>
         Section  12.6.  CONFIDENTIALITY.  If for any  reason  the  transactions
contemplated by this Agreement are not  consummated,  each of the parties hereto
shall keep  confidential  any information  obtained from any other party (except
information  publicly  available  or in such  party's  domain  prior to the date
hereof,  and except as required by court order) and shall promptly return to the
other  parties  all  schedules,  documents,  instruments,  work  papers or other
written information without retaining copies thereof, previously furnished by it
as a result of this Agreement or in connection herein.

         Section 12.7 FURTHER  ASSURANCES.  The parties agree to cooperate fully
to execute such further  instruments,  documents and agreements and to give such
further  written  assurances,  as may be  reasonably  requested  by any party to
better evidence and reflect the  transactions  described herein and contemplated
hereby, and to carry into effect the intents and purposes of this Agreement.

         Section  12.8  SEVERABILITY.  Should  any  part  or  provision  of this
Agreement  be held  unenforceable  or in conflict  with the  applicable  laws or
regulations of any jurisdiction, the invalid or unenforceable part or provisions
shall be replaced with a provision which  accomplishes,  to the extent possible,
the  original  business  purpose  of such  part  or  provision  in a  valid  and
enforceable  manner,  and the remainder of this  Agreement  shall remain binding
upon the parties hereto.

         Section 12.9 WAIVER.  No waiver of any term,  provision or condition of
this Agreement,  whether by conduct or otherwise,  in any one or more instances,
shall be deemed to be, or be construed as, a further or continuing waiver of any
such term, provision or condition or as a waiver of any other term, provision or
condition of this Agreement.

         Section 12.10  ASSIGNMENT.  The rights and  obligations  of the parties
hereto  shall inure to the benefit of and shall be binding  upon the  authorized
successors and permitted  assigns of each party. The Investor may not assign its
rights or obligations  under this  Agreement or designate  another person to (i)
perform all or part of its obligations  under this Agreement or (ii) have all or
part of its rights and benefits under this  Agreement,  in each case without the
prior written  consent of the Company,  which  consent will not be  unreasonably
withheld.  In the event of any  assignment in accordance  with the terms of this
Agreement, the assignee shall specifically assume and be bound by the provisions
of the Agreement by executing and agreeing to an assumption agreement reasonably
acceptable to the other party.


         Section  12.12  EXPENSES.  Except as otherwise  specifically  set forth
herein,  each party  hereto will bear its own costs and  expenses in  connection
with the execution of this Agreement and the  consummation  of the  transactions
contemplated hereby.


         Section 12.13 NO FURTHER  INVESTMENT  DECISION.  The Investor covenants
and  agrees  that  during the  Commitment  Period it shall not be  permitted  to
acquire additional shares of Common Stock or other securities of the Company nor
shall it be able to sell  shares of  Common  Stock  other  than  those  acquired
pursuant to this Agreement.




                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       26
<PAGE>
         IN WITNESS WHEREOF,  the parties hereto have caused this Standby Equity
Distribution  Agreement  to be  executed  by  the  undersigned,  thereunto  duly
authorized, as of August 26, 2004.

                               COMPANY:
                                           CAPITAL SOLUTIONS I, INC.

                                           By:      /s/ Christopher Astrom
                                           Name:    Christopher Astrom
                                           Title:   Chief Executive Officer


                               INVESTOR:
                                           CORNELL CAPITAL PARTNERS, LP

                                           By:      Yorkville Advisors, LLC
                                           Its:     General Partner

                                           By:      /s/ Mark Angelo
                                           Name:    Mark Angelo
                                           Title:   Portfolio Manager






































                                       27
<PAGE>
                                    EXHIBIT A
                                    ---------
                      ADVANCE NOTICE/COMPLIANCE CERTIFICATE
                      -------------------------------------
                            CAPITAL SOLUTIONS I, INC.
                            -------------------------


         The undersigned, _______________________ hereby certifies, with respect
to the sale of  shares  of Common  Stock of  Capital  Solutions  I,  Inc.,  (the
"Company"),  issuable in  connection  with this  Advance  Notice and  Compliance
Certificate dated ___________________ (the "Notice"),  delivered pursuant to the
Standby Equity Distribution Agreement (the "Agreement"), as follows:

         1. The undersigned is the duly elected President of the Company.

         2. There are no fundamental changes to the information set forth in the
Registration  Statement which would require the Company to file a post effective
amendment to the Registration Statement.

         3. The Company has performed in all material respects all covenants and
agreements  to be  performed  by the  Company  on or prior to the  Advance  Date
related  to the  Notice  and has  complied  in all  material  respects  with all
obligations and conditions contained in the Agreement.

         4. The Advance requested is _____________________.

         The undersigned has executed this Certificate this ____ day of _______.

                                                   CAPITAL SOLUTIONS I, INC.


                                                   By:
                                                      --------------------------
                                                   Name:
                                                   Title:
























<PAGE>
                                 SCHEDULE 2.6(B)
                                 ---------------
                            CAPITAL SOLUTIONS I, INC.
                            -------------------------

         The undersigned  hereby agrees that for a period commencing on the date
hereof and expiring on the termination of the Agreement  dated  ________________
between Capital Solutions I, Inc. (the "Company"), and Cornell Capital Partners,
LP, (the "Investor") (the "Lock-up Period"), he, she or it will not, directly or
indirectly, without five (5) business days prior written notice to the Investor,
issue,  offer, agree or offer to sell, sell, grant an option for the purchase or
sale of, transfer, pledge, assign, hypothecate, distribute or otherwise encumber
or dispose of except  pursuant to Rule 144 of the General Rules and  Regulations
under the  Securities  Act of 1933,  any  securities  of the Company,  including
common  stock or  options,  rights,  warrants  or other  securities  underlying,
convertible  into,  exchangeable  or exercisable  for or evidencing any right to
purchase or subscribe for any common stock (whether or not beneficially owned by
the  undersigned),  or  any  beneficial  interest  therein  (collectively,   the
"Securities").

         In  order  to  enable  the  aforesaid  covenants  to be  enforced,  the
undersigned  hereby  consents  to the placing of  stop-transfer  orders with the
transfer agent of the Company's securities with respect to any of the Securities
registered  in  the  name  of  the  undersigned  or  beneficially  owned  by the
undersigned, and the undersigned hereby confirms the undersigned's investment in
the Company.

Dated: _______________, 2004

                                    Signature


                                    --------------------------------------------
                                    Address:
                                            ------------------------------------
                                    City, State, Zip Code:
                                                          ----------------------


                                    --------------------------------------------
                                    Print Social Security Number
                                    or Taxpayer I.D. Number