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EXHIBIT 10.3



                      REGULATION S STOCK PURCHASE AGREEMENT

                              Dated April 15, 2003

                                       for

                                NEW VISUAL CORP.

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         Regulation S Stock Purchase Agreement, dated as of April 15, 2002
between New Visual Corporation, a Utah corporation having offices at 5920 Friars
Road, San Diego, California, U.S.A. 92108 (the "Company") and Californian
Securities S.A., located at Edificio Bilbao Plaza, Suite 418, Avenida Bilbao,
Panama City, Republic of Panama. The Company and the Purchaser, intending to be
bound and for good and valuable consideration, the receipt and sufficiency of
which is acknowledged, covenant and agree as follows:

Certain definitions:
         a.       The "Company" means New Visual Corporation, a corporation
                  organized under the laws of the State of Utah.

         b.       "Purchaser" means Californian Securities S.A. a Panamanian
                  business company.

         c.       "Purchase Notice" means a written or an electronic notice from
                  the Purchaser to the Company of its binding, irrevocable
                  commitment to purchase a specific number of Shares in an
                  exempt transaction subject to Regulation S. The Purchase
                  Notice shall set forth the closing date desired by Purchaser,
                  the number of Shares to be purchased with respect to each date
                  (a "Purchase Date") covered by the Purchase Notice (which
                  shall be the same date or dates on which Shares were sold by
                  or on behalf of Purchaser to third parties), the Share Price
                  as of the trading day immediately preceding each Purchase
                  Date, the proposed Purchase Price per Share on each Purchase
                  Date, the proposed aggregate Purchase Price for all Shares
                  covered by the Purchase Notice, the number of Share
                  certificates to be issued, and the number of Shares
                  represented by each Share certificate.

         d.       "Purchase Price" means $.145 per Share.

         e.       "Reg S" shall mean Regulation S and the related Rules
                  promulgated by the SEC pursuant to the Securities Act of 1933
                  ("Securities Act") as an exemption from registration.

         f.       "SEC" shall mean the United States Securities and Exchange
                  Commission.

         g.       "Shares" means shares of common stock of the Company and
                  "Share" means a single share of common stock of the Company.


         PURCHASE, SALE AND TERMS OF SHARES

         1.1.     PURCHASE AND SALE. In consideration of and in express reliance
                  upon the representations, warranties, covenants, terms and
                  conditions of this Agreement, the Company agrees to sell to
                  the Purchaser in an offshore transaction negotiated outside
                  the U.S. and to be consummated and closed outside the U.S.,
                  and the Purchaser agrees to purchase, subject to the
                  conditions hereinafter set forth, up to One Million Six
                  Hundred (1,600,000) Shares of the Company.

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         1.2.     CLOSING. The Purchaser will pay the Total Amount Due on a
                  closing date by wire transfer of immediately available funds
                  within 3 business days after receipt of the Share
                  certificates. The Closing shall take place in Panama.

         1.3.     FLOOR PRICE. There is no floor price.

         1.4.     DELIVERY OF PURCHASE NOTICE; TERM. Purchaser shall have to and
                  until May 15, 2003 to deliver one or more Purchase Notices to
                  the Company at which time this Agreement shall terminate,
                  unless extended in writing by the parties. A Purchase Notice
                  may be for all or a part of the Shares described in Article
                  1.1 above. Purchaser may deliver more than one Purchase
                  Notice, provided, however, that the number of shares purchased
                  pursuant to all Purchase Notices shall not exceed the number
                  of available Shares described in Article 1.1. Anything herein
                  to the contrary notwithstanding, any Purchase Notice accepted
                  after the end of the term of this Agreement shall be governed
                  by the terms of this Agreement as if it was timely delivered.

         1.5.     COVENANT OF BEST EFFORTS. The Purchaser agrees to use its best
                  efforts to purchase up to 1,600,000 Shares between the date
                  hereof and May 15, 2003 ("Best Efforts Period"). Purchaser
                  shall only be liable to purchase the number of Shares set
                  forth in each Purchase Notice.

         1.6.     REPRESENTATIONS BY THE PURCHASER. The Purchaser represents and
                  warrants to the Company as follows, which representations and
                  warranties shall be true and correct in all material respects
                  on the date of each closing of the purchase of the Shares:

                  A.       ACCESS TO INFORMATION The Purchaser, in making the
                           decision to purchase the Shares, has relied upon the
                           representations and warranties contained in this
                           Agreement as well as independent investigations made
                           by it and/or its representatives, if any. The
                           Purchaser and/or its representatives during the
                           course of this transaction, and prior to the purchase
                           of any Shares, has had the opportunity to ask
                           questions of and receive answers from the management
                           of the Company concerning the business of the Company
                           and to receive any additional information, documents,
                           records and books relative to the business, assets,
                           financial condition, results of operations and
                           liabilities (contingent or otherwise) of the Company.
                           Purchaser acknowledges that it has reviewed the SEC
                           Filings (as hereinafter defined).

                  B.       SOPHISTICATION AND KNOWLEDGE. The Purchaser and/or
                           its representatives has such knowledge and experience
                           in financial and business matters that it can
                           represent itself and is capable of evaluating the
                           merits and risks of the purchase of the Shares. The
                           Purchaser is not relying on the Company with respect
                           to the tax and other economic considerations of an
                           investment in the Shares, and the Purchaser has
                           relied on the advice of, or has consulted with, only
                           the Purchaser's own advisor(s). The Purchaser
                           represents that it has not been organized for the
                           purpose of acquiring the Shares.

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                  C.       LACK OF LIQUIDITY. The Purchaser acknowledges that
                           the purchase of the Shares involves a high degree of
                           risk and further acknowledges that it can bear the
                           economic risk of the purchase of the Shares,
                           including the total loss of its investment. The
                           Purchaser acknowledges and understands that the
                           Shares may not be sold to a U.S. Person (as
                           hereinafter defined) or into the United States for a
                           period of one (1) year from the date of purchase and
                           that Purchaser has no present need for liquidity in
                           connection with its purchase of the Shares.

                  D.       NO PUBLIC SOLICITATION. The Purchaser is not
                           subscribing for the Shares as a result of or
                           subsequent to any advertisement, article, notice or
                           other communication published in any newspaper,
                           magazine or similar media or broadcast over
                           television or radio, or presented at any seminar or
                           meeting, or any solicitation of a subscription by a
                           person not previously known to the Purchaser in
                           connection with investments in securities generally.
                           Neither the Company nor the Purchaser nor any person
                           acting on behalf of either of them has engaged or
                           will engage in any "Directed Selling Efforts in the
                           U.S." as defined in Regulation S promulgated by the
                           SEC pursuant to the Securities Act with respect to
                           the Shares purchased hereby.

                  E.       ORGANIZATION AND STANDING. The Purchaser has been
                           duly incorporated and is validly existing and in good
                           standing under the laws of the Republic of Belize and
                           has the requisite corporate power and authority
                           necessary to own its properties and to conduct its
                           business as presently conducted, to deliver this
                           Agreement and all other agreements required to be
                           executed by the Purchaser in connection with
                           performance under this Agreement (collectively, the
                           "Ancillary Agreements", and collectively with this
                           Agreement, the "Transaction Documents"), to purchase
                           the Shares and to carry out the provisions of the
                           Transaction Documents.

                  F.       AUTHORITY FOR AGREEMENT. The execution and delivery
                           by the Purchaser of the Transaction Documents, and
                           the performance by the Purchaser of its obligations
                           thereunder, have been duly and validly authorized by
                           all requisite corporate action on the part of the
                           Purchaser. The Transaction Documents, when executed
                           and delivered, will be legally valid and binding
                           obligations of the Purchaser, enforceable against the
                           Purchaser in accordance with their terms, except as
                           limited by applicable bankruptcy, insolvency,
                           reorganization, moratorium or other laws of general
                           application affecting enforcement of creditors'
                           rights, and general principles of equity that
                           restrict the availability of equitable remedies. To
                           the Purchaser's knowledge, the execution and delivery
                           of the Transaction Documents by the Purchaser and the
                           performance by the Purchaser of its obligations there
                           under do not, as of the date hereof, (i) conflict
                           with or violate the provisions of the Purchaser's
                           Charter or Bylaws, (ii) require on the part of the
                           Purchaser any filing with, or any permit,
                           authorization, consent or approval of, any
                           governmental entity or regulatory body (a
                           "Governmental Entity"), (iii) conflict with, result

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                           in a breach of, constitute (with or without due
                           notice or lapse of time or both) a default under,
                           result in the acceleration of, create in any party
                           the right to accelerate, terminate, modify or cancel,
                           or require any notice, consent or waiver under, any
                           contract, lease, sublease, license, sublicense,
                           franchise, permit, indenture, agreement or mortgage
                           for borrowed money, instrument of indebtedness, lien,
                           encumbrance or other arrangement to which the
                           Purchaser is a party or by which the Purchaser is
                           bound or to which its assets are subject, (iv) result
                           in the imposition of any Security Interest upon any
                           assets of the Purchaser or (v) violate or contravene
                           any United States federal, Belize corporate or
                           applicable state statute, rule or regulation
                           applicable to the Purchaser or any order, writ,
                           judgment, injunction, decree, determination or award.

                  G.       GOVERNMENTAL APPROVAL. No consent, approval, order or
                           authorization of, or registration, qualification,
                           designation, declaration or filing with, any
                           Governmental Entity is required on the part of the
                           Purchaser in connection with the execution and
                           delivery of the Transaction Documents, the purchase
                           and receipt of the Shares or the other transactions
                           to be consummated as contemplated by this Agreement.

                  H.       BROKERS OR FINDERS. No person has or will have, as a
                           result of the transactions contemplated by this
                           Agreement, any right, interest or valid claim against
                           or upon the Company for any commission, fee or other
                           compensation as a finder or broker because of any act
                           or omission by Purchaser or its respective agents.

                  I.       REQUIREMENTS FOR TRANSFER. Purchaser agrees that it
                           will not transfer the Shares, and the Company shall
                           not be required to transfer the shares on its books
                           unless the transferee executes a representation
                           letter in a form reasonably acceptable to the
                           Company.

                  J.       COMPLIANCE WITH LOCAL LAWS. The Purchaser will only
                           make offers and sales of the Shares during the
                           "distribution compliance period" as defined in Rule
                           902(f) of Regulation S to persons permitted to
                           purchase such Shares in offshore transactions in
                           reliance upon Regulation S. Further, any such sale of
                           the Shares in any jurisdiction outside of the United
                           States will be made in compliance with the securities
                           laws of such jurisdiction. Purchaser will not offer
                           to sell or sell the Shares in any jurisdiction unless
                           the Purchaser obtains all required consents, if any.

                  K.       REGULATION S EXEMPTION. The Purchaser understands
                           that the Shares are being offered and sold to it in
                           reliance on an exemption from the registration
                           requirements of United States federal and state
                           securities laws under Regulation S promulgated under
                           the Securities Act and that the Company is relying
                           upon the truth and accuracy of the representations,
                           warranties, agreements, acknowledgments and
                           understandings of the Purchaser set forth herein in

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                           order to determine the applicability of such
                           exemptions and the suitability of the Purchaser to
                           acquire the Shares. In this regard, the Purchaser
                           represents, warrants and agrees that:

                           a.       The Purchaser is not a U.S. Person (as
                                    defined below) and is not an affiliate (as
                                    defined in Rule 501(b) under the Securities
                                    Act) of the Company. A U.S. Person means any
                                    one of the following:

                                    i        any natural person resident in the
                                             United States of America;

                                    ii       any partnership or corporation
                                             organized or incorporated under the
                                             laws of the United States of
                                             America;

                                    iii      any estate of which any executor or
                                             administrator is a U.S. person;

                                    iv       any trust of which any trustee is a
                                             U.S. person;

                                    v        any agency or branch of a foreign
                                             entity located in the United States
                                             of America;

                                    vi       any non-discretionary account or
                                             similar account (other than an
                                             estate or trust) held by a dealer
                                             or other fiduciary for the benefit
                                             or account of a U.S. person;

                                    vii      any discretionary account or
                                             similar account (other than an
                                             estate or trust) held by a dealer
                                             or other fiduciary organized,
                                             incorporated or (if an individual)
                                             resident in the United States of
                                             America; and

                                    viii     any partnership or corporation if:

                                    (1)      organized or incorporated under the
                                             laws of any foreign jurisdiction;
                                             and

                                    (2)      formed by a U.S. person principally
                                             for the purpose of investing in
                                             securities not registered under the
                                             Securities Act, unless it is
                                             organized or incorporated, and
                                             owned, by accredited investors (as
                                             defined in Rule 501(a) under the
                                             Securities Act) who are not natural
                                             persons, estates or trusts.

                  b.       At the time of the origination of contact concerning
                           this Agreement and the date of the execution and
                           delivery of this Agreement, the Purchaser was outside
                           of the United States.

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                  c.       The Purchaser will not, during the period commencing
                           on the date of issuance of the Shares and ending on
                           the first anniversary of such date, or such shorter
                           period as may be permitted by Regulation S or other
                           applicable securities law (the "Restricted Period"),
                           offer, sell, pledge or otherwise transfer the Shares
                           in the United States, or to a U.S. Person for the
                           account or for the benefit of a U.S. Person, or
                           otherwise in a manner that is not in compliance with
                           Regulation S.

                  d.       The Purchaser will, after expiration of the
                           Restricted Period, offer, sell, pledge or otherwise
                           transfer the Shares only pursuant to registration
                           under the Securities Act or an available exemption
                           therefrom, and in accordance with all applicable
                           state and foreign securities laws. Without limiting
                           the foregoing, the Purchaser will not, in connection
                           with its resale of the Shares, make any untrue
                           statement of a material fact or omit to state any
                           material fact necessary to make the statements made,
                           in light of the circumstances under which they were
                           made, not misleading. Purchaser agrees that, in
                           connection with its resale of Shares, it will provide
                           to the persons who purchase Shares no information
                           regarding the Company that is not contained in the
                           SEC Filings, the Company's website, or written
                           materials approved in advance in writing by the
                           Company.

                  e.       The Purchaser has not in the United States engaged
                           in, and prior to the expiration of the Restricted
                           Period will not engage in, any short selling of or
                           any hedging transaction with respect to the Shares,
                           including without limitation, any put, call or other
                           option transaction, option writing, equity swap or
                           other derivative transaction.

                  f.       Neither the Purchaser nor any person acting on its
                           behalf has engaged, nor will engage, in any directed
                           selling efforts to a U.S. Person with respect to the
                           Shares and the Purchaser and any person acting on its
                           behalf have complied and will comply with the
                           "offering restrictions" requirements of Regulation S
                           under the Securities Act.

                  g.       The transactions contemplated by this Agreement have
                           not been pre-arranged with a buyer located in the
                           United States or with a U.S. Person, and are not part
                           of a plan or scheme to evade the registration
                           requirements of the Securities Act.

                  h.       Neither the Purchaser nor any person acting on its
                           behalf has undertaken or carried out any activity for
                           the purpose of, or that could reasonably be expected
                           to have the effect of, conditioning the market in the
                           United States, its territories or possessions, for
                           any of the Shares. The Purchaser agrees not to cause
                           any advertisement of the Shares to be published in
                           any newspaper or periodical or posted in any public
                           place and not to issue any circular relating to the

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                           Shares, except such advertisements that include the
                           statements required by Regulation S under the
                           Securities Act, and only offshore and not in the U.S.
                           or its territories, and only in compliance with any
                           local applicable securities laws.

                  i.       Each certificate representing the Shares shall be
                           endorsed with the following legends, or substantially
                           similar legends, in addition to any other legend
                           required to be placed thereon by applicable federal
                           or state corporate or securities laws:

                                             (A) "THE SHARES ARE BEING OFFERED
                                    TO INVESTORS WHO ARE NOT U.S. PERSONS (AS
                                    DEFINED IN REGULATION S UNDER THE SECURITIES
                                    ACT OF 1933, AS AMENDED ("THE SECURITIES
                                    ACT")) AND WITHOUT REGISTRATION WITH THE
                                    UNITED STATES SECURITIES AND EXCHANGE
                                    COMMISSION UNDER THE SECURITIES ACT IN
                                    RELIANCE UPON REGULATION S PROMULGATED UNDER
                                    THE SECURITIES ACT."

                                             (B) "TRANSFER OF THESE SHARES IS
                                    PROHIBITED, EXCEPT IN ACCORDANCE WITH THE
                                    PROVISIONS OF REGULATION S, PURSUANT TO
                                    REGISTRATION UNDER THE SUCURITIES ACT, OR
                                    PURSUANT TO AVAILABLE EXEMPTION FROM
                                    REGISTRATION. HEDGING TRANSACTIONS MAY NOT
                                    BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
                                    SECURITIES ACT."

                  j.       The Purchaser consents to the Company making a
                           notation on its records or giving instructions to any
                           transfer agent of the Company in order to implement
                           the restrictions on transfer of the Shares set forth
                           in this Article 1.5.


                                   ARTICLE II
                            COVENANTS OF THE COMPANY

         2.1.     OPERATIONS. Except as otherwise set forth on Schedule 2.1,
                  from and after the date hereof through the final purchase of
                  the Shares, the Company will operate only in the ordinary
                  course of business.

         2.2.     INSPECTION. The Company shall permit authorized
                  representatives of the Purchaser to visit and inspect any of
                  the properties of the Company, including its books of account
                  (and to make copies thereof and take extracts there from), and
                  to discuss its affairs, finances and accounts with its
                  officers, employees, independent accountants, consultants and
                  attorneys, all at such reasonable times and as often as may be
                  reasonably requested.

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         2.3.     SHARE REGISTRY; REMOVAL OF LEGEND. The Company consents to
                  Purchaser reselling Shares and to recording the ownership of
                  such shares in book entry form, provided, however, that all
                  such sales are conducted in full compliance with Regulation S
                  and all applicable foreign law or regulation, and the Company
                  and its transfer agent are advised of the identity of each
                  subsequent purchaser. Purchaser or bona fide transferees of
                  Purchaser may request certification of Shares at any time and
                  the Company will instruct its transfer agent to cooperate in
                  this regard. Shares for which the Regulation S distribution
                  compliance period has expired shall be delivered free of any
                  Regulation S legend, provided that the Purchaser or holder of
                  such Shares provides the Company and its counsel with such
                  customary representations as may be reasonably requested in
                  connection with the preparation and delivery to the Company's
                  transfer agent of any required legal opinion.

         2.4.     COMMUNICATIONS. The Company will only communicate with the
                  Purchaser or its authorized representative, A-Street Capital
                  Corp., with regard to any aspect of this Agreement or the sale
                  of Shares pursuant to this Agreement.

                                  ARTICLE III
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         The Company represents and warrants to the Purchaser as follows, which
representations and warranties shall be true and correct in all material
respects on the date of each closing of the purchase of the Shares:

         3.1.     ORGANIZATION AND STANDING. The Company has been duly
                  incorporated and is validly existing and in good standing
                  under the laws of the State of Utah and has the requisite
                  corporate power and authority necessary to own its properties
                  and to conduct its business as presently conducted, to deliver
                  this Agreement and all other agreements required to be
                  executed by the Company in connection with performance under
                  this Agreement and the Transaction Documents, to issue and
                  sell the Shares and to carry out the provisions of the
                  Transaction Documents. The Company is duly qualified to
                  transact business as a foreign corporation and is in good
                  standing in every jurisdiction in which the failure to so
                  qualify would have a material adverse effect on the operations
                  or financial condition of the Company.

         3.2.     AUTHORITY FOR AGREEMENT. The execution and delivery by the
                  Company of the Transaction Documents, and the performance by
                  the Company of its obligations thereunder, have been duly and
                  validly authorized by all requisite corporate action on the
                  part of the Company. The Transaction Documents, when executed
                  and delivered, will be legally valid and binding obligations
                  of the Company, enforceable against the Company in accordance
                  with their terms, except as limited by applicable bankruptcy,
                  insolvency, reorganization, moratorium or other laws of
                  general application affecting enforcement of creditors'
                  rights, and general principles of equity that restrict the

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                  availability of equitable remedies. To the Company's
                  knowledge, the execution and delivery of the Transaction
                  Documents by the Company and the performance by the Company of
                  its obligations thereunder do not, as of the date hereof, (i)
                  conflict with or violate the provisions of the Company's
                  Articles of Incorporation or Bylaws, each as amended, (ii)
                  require on the part of the Company any permit, authorization,
                  consent or approval of, any Governmental Entity, (iii)
                  conflict with, result in a breach of, constitute (with or
                  without due notice or lapse of time or both) a default under,
                  result in the acceleration of, create in any party the right
                  to accelerate, terminate, modify or cancel, or require any
                  notice, consent or waiver under, any material contract, lease,
                  sublease, license, sublicense, franchise, permit, indenture,
                  agreement or mortgage for borrowed money, instrument of
                  indebtedness, lien, encumbrance or other arrangement to which
                  the Company is a party or by which the Company is bound or to
                  which its assets are subject, (iv) result in the imposition of
                  any Security Interest upon any assets of the Company or (v)
                  violate or contravene any United States federal, Utah
                  corporate or applicable state statute, rule or regulation or
                  any order, writ, judgment, injunction, decree, determination
                  or award applicable to the Company, except, in the case of
                  subsections (ii), (iii), (iv) or (v), for any such items that
                  would not have a material adverse effect on the operations or
                  financial condition of the Company.

         3.3.     SECURITIES LAW FILINGS, ETC. The Company has previously
                  furnished to the Purchaser the Company's filings with the
                  Securities and Exchange Commission as follows: (i) Forms 10-Q
                  dated March 17, 2003 (ii) Forms 10-KA dated February 28, 2003
                  and Form 10K January 29, 2003 (collectively the "SEC
                  Filings"). The SEC Filings, as of the date of the filing
                  thereof with the SEC, complied in all material respects with
                  the provisions of the Securities Exchange Act of 1934 (the
                  "Exchange Act"), and in each case the rules and regulations
                  promulgated thereunder, and none of such filings contained any
                  untrue statement of a material fact or omitted to state any
                  material fact required to be stated therein or necessary to
                  make the statements therein, in light of the circumstances
                  under which they were made, not misleading.

         3.4.     CAPITALIZATION AND ISSUANCES OF STOCK. (a) As of October 31,
                  2002 the Company has authorized and outstanding capital stock
                  as set forth on Schedule 3.4 and in the Form 10KA dated
                  February 28, 2003. All outstanding shares of capital stock of
                  the Company are duly authorized, validly issued and
                  outstanding, fully paid and nonassessable. Except as set forth
                  in the Schedule 3.4: (i) there are no outstanding options,
                  stock subscription agreements, warrants or other rights
                  permitting or requiring the Company or others to purchase or
                  acquire any shares of capital stock or other equity securities
                  of the Company; (ii) there are no securities issued or
                  outstanding which are convertible into or exchangeable for any
                  of the foregoing and there are no contracts, commitments or
                  understandings, whether or not in writing, to issue or grant
                  any such option, warrant, right or convertible or exchangeable
                  security; (iii) there are no shares of stock or other
                  securities of the Company reserved for issuance for any
                  purpose; and (iv) there are no voting trusts or other
                  contracts, commitments, understandings, arrangements or
                  restrictions of any kind with respect to the ownership, voting
                  or transfer of shares of stock or other securities of the

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                  Company to which the Company or, to the best of the Company's
                  knowledge, any stockholder of the Company is a party,
                  including without limitation, any preemptive rights, rights of
                  first refusal, proxies or similar rights. The issued and
                  outstanding shares of capital stock of the Company conform to
                  all statements in relation thereto contained in the SEC
                  Filings, and the SEC Filings describe all material terms and
                  conditions thereof. To the Company's knowledge, all issuances
                  by the Company of its securities were exempt from registration
                  under the Securities Act and any applicable state securities
                  laws or were issued pursuant to a registration statement
                  declared effective by the SEC under the Securities Act and
                  which registration statement was available for the sale of the
                  type of securities sold thereunder.

         3.5.     SUBSIDIARIES. The Company has the operating subsidiaries
                  described in the SEC Filings and additional subsidiaries that
                  are dormant and not material to the Company's operations or
                  financial condition.

         3.6.     ISSUANCE OF SECURITIES. The issuance, sale and delivery of the
                  Shares in accordance with this Agreement, have been, or will
                  be on or prior to the Closing, duly authorized, and the Shares
                  reserved for issuance by all necessary corporate action on the
                  part of the Company. The Shares, when issued, sold, delivered
                  and paid for in accordance with the provisions of this
                  Agreement will be duly and validly issued, fully paid and
                  non-assessable, and will be free of all liens, charges,
                  claims, encumbrances and restrictions on transfer other than
                  the restrictions on transfer under the Transaction Documents
                  and under applicable state and federal and foreign securities
                  laws.

         3.7.     GOVERNMENTAL CONSENTS. No consent, approval, order or
                  authorization of, or registration, or qualification with, any
                  Governmental Entity is required on the part of the Company in
                  connection with the execution and delivery of the Transaction
                  Documents, the offer, issue, sale and delivery of the Shares
                  or the other transactions to be consummated as contemplated by
                  this Agreement, except qualifications or filings under the
                  Securities Act and other applicable state securities laws
                  which qualifications or filings, if required, will be obtained
                  or made and will be effective within the time periods required
                  by law.

         3.8.     OFFERING EXEMPTION. Assuming the accuracy of the
                  representations and warranties made by the Purchaser, the
                  offer, sale and issuance of the Shares to the Purchaser will
                  be exempt from the registration requirements of the Securities
                  Act and will have been registered or qualified (or are exempt
                  from registration and qualification) under the registration,
                  permit or qualification requirements of all applicable state
                  securities laws. Neither the Company nor any agent on its
                  behalf has solicited or will solicit any offers to sell or has
                  offered to sell or will offer to sell all or any part of the
                  Shares to any person or persons so as to bring the sale of
                  such Shares by the Company within the registration provisions
                  of the Securities Act or any state securities laws.

         3.9.     LITIGATION. There is no material action, suit, proceeding or
                  investigation pending or, to the Company's knowledge,
                  currently threatened, against the Company, except as described

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                  in the SEC Filings or Schedule 3.9 hereto. The Company is not
                  aware of any basis for any of the foregoing or any intent on
                  its part to initiate any of the foregoing.

         3.10.    FINANCIAL STATEMENTS. The unaudited financial statements dated
                  as of January 31, 2003 attached hereto as Schedule 3.10 (the
                  "Financial Statements") fairly present the financial condition
                  and results of operations of the Company and are in accordance
                  with the books and records of the Company, in each case as at
                  the dates and for the periods indicated, and have been
                  prepared in accordance with generally accepted accounting
                  principles consistently applied to companies domiciled in the
                  United States, except to the extent that the unaudited
                  financial statements may not contain all required footnotes
                  and are subject to normal year-end audit adjustments that in
                  the aggregate will not be material.

         3.11.    ABSENCE OF LIABILITIES. Except as set forth in the Financial
                  Statements or in the Company's 10KA dated March 28, 2003, the
                  Company has no material liabilities, contingent or otherwise,
                  other than (i) liabilities incurred in the ordinary course of
                  business subsequent to January 31, 2003, that individually or
                  in the aggregate are not material to the financial condition
                  or operating results of the Company, and (ii) obligations not
                  required under generally accepted accounting principles to be
                  reflected in the Financial Statements.

         3.12.    TAXES. Except as set forth in Schedule 3.12 the Company has
                  paid all taxes due as of the date hereof. The Company has
                  filed or has obtained presently effective extensions with
                  respect to all Federal, state, county, local and foreign tax
                  returns (collectively, "Tax Returns") that the Company is
                  required to file. The Tax Returns were true and correct in all
                  material respects when filed, and all taxes shown thereon to
                  be due have been paid, with any exceptions permitted by any
                  taxing authority not having a materially adverse effect on the
                  Company. No material penalties or other charges are or will
                  become due with respect to any such Tax Returns as the result
                  of the late filing thereof. Except as set forth in Schedule
                  3.12 the Company has either paid or established in the
                  Financial Statements adequate reserves for the payment of all
                  such taxes due or claimed to be due by any taxing authority in
                  connection with any such Tax Returns. None of the Company's
                  federal income tax returns have been audited by the Internal
                  Revenue Service, and no controversy with respect to taxes of
                  any type is pending or, to the knowledge of the Company,
                  threatened. The Company has withheld or collected from each
                  payment made to its employees the amount of all taxes required
                  to be withheld or collected therefrom and has paid all such
                  amounts to the appropriate taxing authorities when due.
                  Neither the Company nor, to the Company's knowledge, any of
                  its stockholders on behalf of the Company has ever filed (i)
                  an election pursuant to Section 1362 of the Internal Revenue
                  Code of 1986, as amended (the "Code"), that the Company be
                  taxed as an S Corporation, or (ii) a consent pursuant to
                  Section 341(f) of the Code relating to collapsible
                  corporations.

         3.13.    PROPERTY AND ASSETS. The Company has good title to, or a valid
                  leasehold interest in, all of its material properties and
                  assets, including all properties and assets reflected in the

                                       11
<PAGE>

                  Financial Statements. Except as set forth in Schedule 3.12,
                  none of such properties or assets is subject to any mortgage,
                  pledge, lien, security interest, lease, charge or encumbrance
                  other than those the material terms of which are described in
                  the Financial Statements. The Company does not own any real
                  estate. All personal property of the Company is in good
                  operating condition and repair (ordinary wear and tear and
                  routinely scheduled maintenance excepted) and is suitable and
                  adequate for the uses for which it is intended or is being
                  used.

         3.14.    INTELLECTUAL PROPERTY. To the Company's knowledge, the Company
                  owns, or has the right to use, free and clear of all liens,
                  charges, claims and restrictions, all patents, patent
                  applications, trademarks, service marks, trademark and service
                  mark applications, trade names, copyrights and licenses
                  presently owned or held by the Company or employed or proposed
                  to be employed by it in its business as now conducted or
                  proposed to be conducted, as well as any agreement under which
                  the Company has access to any confidential information used by
                  the Company in its business (the "Intellectual Property
                  Rights"). The Company has not received any communications
                  alleging that the Company has violated any of the patents,
                  trademarks, service marks, trade names, copyrights, licenses,
                  trade secrets or other proprietary rights of any other person
                  or entity ("Third-Party Intellectual Property Rights"), and to
                  the Company's knowledge the business proposed by the Company
                  will not cause the Company to infringe or violate any Third
                  Party Intellectual Property Rights. The Company is not aware
                  of any violation by any third party of any Intellectual
                  Property Rights of the Company or of any defects in the title
                  thereto. The Company is not aware that any employee is
                  obligated under any contract (including any license, covenant
                  or commitment of any nature) or other agreement, or subject to
                  any judgment, decree or order of any court or administrative
                  agency, that would conflict or interfere with: (i) the
                  performance of such employee's duties as an officer, employee
                  or director of the Company; (ii) the use of such employee's
                  best efforts to promote the interests of the Company; or (iii)
                  the Company's business as conducted.

         3.15.    COMPLIANCE. Except as set forth in Schedule 3.15, the Company
                  has, in all material respects, complied with all laws,
                  regulations and orders applicable to its business and has all
                  material permits and licenses required thereby. To the
                  Company's knowledge, no employee of the Company is in
                  violation in any material respect of any contract or covenant
                  (either with the Company or with another entity) relating to
                  employment, patent, other proprietary information disclosure,
                  non-competition, or non-solicitation.

         3.16.    EMPLOYEES. All employees of the Company who have access to
                  confidential or proprietary information of the Company have
                  executed and delivered nondisclosure agreements, and all of
                  such agreements are in full force and effect. Except as set
                  forth on Schedule 3.16, the Company is not aware that any
                  employee of the Company has plans to terminate his or her
                  employment relationship with the Company. The Company has
                  complied in all material respects with all applicable laws
                  relating to wages, hours, equal opportunity, collective

                                       12
<PAGE>

                  bargaining, workers' compensation insurance and the payment of
                  social security and other taxes. None of the employees of the
                  Company is represented by any labor union, and there is no
                  labor strike or other labor trouble (including, without
                  limitation, any organizational drive) pending or, to the
                  knowledge of the Company, threatened with respect to the
                  Company.

         3.17.    ENVIRONMENTAL AND SAFETY MATTERS. To the Company's knowledge,
                  the Company is not in material violation of any applicable
                  environmental law, and to its knowledge, no material
                  expenditures are or will be required in order to comply with
                  any such environmental law.

         3.18.    BOOKS AND RECORDS. The books of account, ledgers, order books,
                  records and documents of the Company accurately and completely
                  reflect all material information relating to the business of
                  the Company, the location and collection of its assets, and
                  the nature of all transactions giving rise to the obligations
                  or accounts receivable of the Company.

         3.19.    BROKERS OR FINDERS. The Company has not agreed to incur,
                  directly or indirectly, any liability for brokerage or
                  finders' fees, agents' commissions or other similar charges in
                  connection with the Transaction Documents or any of the
                  transactions contemplated hereby or thereby, except as set
                  forth on Schedule 3.19.

         3.20.    DISCLOSURES. The Company has provided the Purchaser with all
                  information requested by the Purchaser in connection with its
                  decision to purchase the Shares. None of the information
                  provided to the Purchaser or its agents by the Company
                  pursuant to this Agreement, any Exhibit hereto, the
                  Transaction Documents, or any report, certificate or
                  instrument furnished to the Purchaser or its agents in
                  connection with the transactions contemplated by this
                  Agreement, when read together, contains or will contain any
                  material misstatement of fact or omits to state a material
                  fact necessary to make the statements contained herein or
                  therein not misleading.

                                   ARTICLE IV
                               REGISTRATION RIGHTS

         4.1.     PIGGY-BACK REGISTRATIONS. If at any time after the first
                  anniversary of the purchase of the Shares, the Company shall
                  determine to register for its own account or the account of
                  others under the Securities Act (including pursuant to a
                  demand for registration of any stockholder of the Company) any
                  of its equity securities, other than on Form S-4 or Form S-8
                  or their then equivalents relating to shares of Common Stock
                  to be issued solely in connection with any acquisition of any
                  entity or business or shares of Common Stock issuable in
                  connection with stock options or other employee benefit plans,
                  it shall send to each holder of Registrable Shares who is
                  entitled to registration rights under this Article 4.1 written
                  notice of such determination and, if within fifteen (15) days
                  after receipt of such notice, such holder shall so request in
                  writing, the Company shall use its best efforts to include in
                  such registration statement all or any part of the Registrable
                  Shares such holder requests to be registered, except that if

                                       13
<PAGE>

                  in connection with a public offering of the Company, the
                  managing underwriter shall impose a limitation on the number
                  of shares of such Common Stock which may be included in the
                  registration statement because, in its judgment, such
                  limitation is necessary to effect an orderly public
                  distribution, then the Company shall be obligated to include
                  in such registration statement only such limited portion of
                  the Registrable Shares with respect to which such holder has
                  requested inclusion hereunder on a pro rata basis.

                  "Registrable Shares" shall mean and include the Shares;
                  PROVIDED, HOWEVER, that shares of Common Stock which are
                  Registrable Shares shall cease to be Registrable Shares upon
                  the first to occur of (i) the consummation of any sale
                  pursuant to a registration statement or Rule 144 under the
                  Securities Act, (ii) 90 days after the effectiveness of a
                  registration statement that includes such Registrable Shares,
                  or (iii) the date when such Registrable Shares may be sold
                  without registration under the Securities Act pursuant to Rule
                  144 thereunder.

         4.2.     EFFECTIVENESS. The Company will use its best efforts to
                  maintain the effectiveness for up to 90 days (or such shorter
                  period of time as the underwriters need to complete the
                  distribution of the registered offering) of any registration
                  statement pursuant to which any of the Registrable Shares are
                  being offered, and from time to time will amend or supplement
                  such registration statement and the prospectus contained
                  therein to the extent necessary to comply with the Securities
                  Act and any applicable state securities statute or regulation.
                  The Company will also provide each holder of Registrable
                  Shares with as many copies of the prospectus contained in any
                  such registration statement as it may reasonably request.

         4.3.     INDEMNIFICATION BY THE COMPANY. (a) In the event that the
                  Company registers any of the Registrable Shares under the
                  Securities Act, the Company will indemnify and hold harmless
                  each holder and each underwriter of the Registrable Shares
                  (including their officers, directors, affiliates and partners)
                  so registered (including any broker or dealer through whom
                  such shares may be sold) and each person, if any, who controls
                  such holder or any such underwriter within the meaning of
                  Section 15 of the Securities Act from and against any and all
                  losses, claims, damages, expenses or liabilities, joint or
                  several, to which they or any of them become subject under the
                  Securities Act, applicable state securities laws or under any
                  other statute or at common law or otherwise, as incurred, and,
                  except as hereinafter provided, will reimburse each such
                  holder, each such underwriter and each such controlling
                  person, if any, for any legal or other expenses reasonably
                  incurred by them or any of them in connection with
                  investigating or defending any actions whether or not
                  resulting in any liability, as incurred, 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, in any preliminary or amended
                  preliminary prospectus or in the final prospectus (or the
                  registration statement or prospectus as from time to time
                  amended or supplemented by the Company) 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

                                       14
<PAGE>

                  order to make the statements therein not misleading, or any
                  violation by the Company of any rule or regulation promulgated
                  under the Securities Act or any state securities laws
                  applicable to the Company and relating to action or inaction
                  required of the Company in connection with such registration,
                  UNLESS (i) such untrue statement or alleged untrue statement
                  or omission or alleged omission was made in such registration
                  statement, preliminary or amended preliminary prospectus or
                  final prospectus in reliance upon and in conformity with
                  information furnished in writing to the Company in connection
                  therewith by any such holder of Registrable Shares (in the
                  case of indemnification of such holder), any such underwriter
                  (in the case of indemnification of such underwriter) or any
                  such controlling person (in the case of indemnification of
                  such controlling person) expressly for use therein, or UNLESS
                  (ii) in the case of a sale directly by such holder of
                  Registrable Shares (including a sale of such Registrable
                  Shares through any underwriter retained by such holder of
                  Registrable Shares to engage in a distribution solely on
                  behalf of such holder of Registrable Shares), such untrue
                  statement or alleged untrue statement or omission or alleged
                  omission was contained in a preliminary prospectus and
                  corrected in a final or amended prospectus copies of which
                  were delivered to such holder of Registrable Shares or such
                  underwriter on a timely basis, and such holder of Registrable
                  Shares failed to deliver a copy of the final or amended
                  prospectus at or prior to the confirmation for the sale of the
                  Registrable Shares to the person asserting any such loss,
                  claim, damage or liability in any case where such delivery is
                  required by the Securities Act.

                  (b) Promptly after receipt by any holder of Registrable
                  Shares, any underwriter or any controlling person of notice of
                  the commencement of any action in respect of which indemnity
                  may be sought against the Company, such holder of Registrable
                  Shares, or such underwriter or such controlling person, as the
                  case may be, will notify the Company in writing of the
                  commencement thereof (provided, that failure by any such
                  person to so notify the Company shall not relieve the Company
                  from any liability it may have hereunder to any other person
                  entitled to claim indemnity or contribution hereunder) and,
                  subject to the provisions hereinafter stated, the Company
                  shall be entitled to assume the defense of such action
                  (including the employment of counsel, who shall be counsel
                  reasonably satisfactory to such holder of Registrable Shares,
                  such underwriter or such controlling person, as the case may
                  be), and the payment of expenses insofar as such action shall
                  relate to any alleged liability in respect of which indemnity
                  may be sought against the Company.

                  (c) In order to provide for just and equitable contribution to
                  joint liability under the Securities Act in any case in which
                  any holder of Registrable Shares exercising rights under this
                  Article IV or any controlling person of any such holder, makes
                  a claim for indemnification pursuant to this Article 4.3 but
                  it is judicially determined (by the entry of a final judgment
                  or decree by a court of competent jurisdiction and the
                  expiration of time to appeal or the denial of the last right
                  of appeal) that such indemnification may not be enforced in
                  such case notwithstanding the fact that this Article 4.3
                  provides for indemnification in such case, then, the Company
                  and such holder will contribute to the aggregate losses,
                  claims, damages or liabilities to which they may be subject
                  (after contribution from others) in such proportion as is
                  appropriate to reflect the relative fault of the Company on
                  the one hand and of the holder of Registrable Shares on the
                  other in connection with the statements or omissions which
                  resulted in such losses, claims, damages or liabilities, as

                                       15
<PAGE>

                  well as any other relevant equitable considerations. The
                  relative fault of the Company on the one hand and of the
                  holder of Registrable Shares on the other shall be determined
                  by reference to, among other things, whether the untrue or
                  alleged untrue statement of a material fact or omission or
                  alleged omission to state a material fact relates to
                  information supplied by the Company on the one hand or by the
                  holder of Registrable Shares on the other, and each party's
                  relative intent, knowledge, access to information and
                  opportunity to correct or prevent such statement or omission;
                  PROVIDED, HOWEVER, that, in any such case, (A) no such holder
                  will be required to contribute any amount in excess of the
                  public offering price of all such Registrable Shares offered
                  by it pursuant to such registration statement, net of any
                  underwriting discounts or commissions paid by such holder; and
                  (B) no person or entity guilty of fraudulent misrepresentation
                  (within the meaning of Section 11(f) of the Securities Act)
                  will be entitled to contribution from any person or entity who
                  was not guilty of such fraudulent misrepresentation.

         4.4.     INDEMNIFICATION BY HOLDERS OF REGISTRABLE SHARES. (a) In the
                  event that the Company registers any of the Registrable Shares
                  under the Securities Act, each holder of the Registrable
                  Shares so registered will, as a condition to registration of
                  the Registrable Shares, agree to indemnify and hold harmless
                  the Company, each of its directors, each of its officers who
                  have signed or otherwise participated in the preparation of
                  the registration statement, each underwriter of the
                  Registrable Shares so registered (including any broker or
                  dealer through whom such of the shares may be sold) and each
                  person, if any, who controls the Company within the meaning of
                  Section 15 of the Securities 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 Securities Act, applicable state securities laws or under
                  any other statute or at common law or otherwise, and, except
                  as hereinafter provided, will reimburse the Company and each
                  such director, officer, underwriter or controlling person for
                  any legal or other expenses reasonably incurred by them or any
                  of them in connection with investigating or defending any
                  actions 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, in any preliminary or amended
                  preliminary prospectus or in the final prospectus (or in the
                  registration statement or prospectus as from time to time
                  amended or supplemented) 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, but only insofar as any
                  such statement or omission was made in reliance upon and in
                  conformity with information furnished in writing to the
                  Company in connection therewith by such holder of Registrable
                  Shares expressly for use therein; PROVIDED, HOWEVER, that such
                  holder's obligations hereunder shall be limited to an amount

                                       16
<PAGE>

                  equal to the aggregate public offering price of the
                  Registrable Shares sold by such holder in such registration,
                  net of any underwriting discounts or commissions paid by such
                  holder.

                  (b) In order to provide for just and equitable contribution to
                  joint liability under the Securities Act in any case in which
                  the Company or another person entitled to indemnification
                  pursuant to this Article 4.4 makes a claim for indemnification
                  pursuant to this Article 4.4, but it is judicially determined
                  (by the entry of a final judgment or decree by a court of
                  competent jurisdiction and the expiration of time to appeal or
                  the denial of the last right of appeal) that such
                  indemnification may not be enforced in such case
                  notwithstanding that this Article 4.4 provides for
                  indemnification in such case, then, the Company and such
                  holder will contribute to the aggregate losses, claims,
                  damages or liabilities to which they may be subject (after
                  contribution from others) in such proportion as is appropriate
                  to reflect the relative fault of the Company on the one hand
                  and of the holder of Registrable Shares on the other in
                  connection with the statements or omissions which resulted in
                  such losses, claims, damages or liabilities, as well as any
                  other relevant equitable considerations. The relative fault of
                  the Company on the one hand and of the holder of Registrable
                  Shares on the other shall be determined by reference to, among
                  other things, whether the untrue or alleged untrue statement
                  of a material fact or omission or alleged omission to state a
                  material fact relates to information supplied by the Company
                  on the one hand or by the holder of Registrable Shares on the
                  other, and each party's relative intent, knowledge, access to
                  information and opportunity to correct or prevent such
                  statement or omission; PROVIDED, HOWEVER, that, in any such
                  case, (A) no such holder will be required to contribute any
                  amount in excess of the public offering price of all such
                  Registrable Shares offered by it pursuant to such registration
                  statement, net of any underwriting discounts or commissions
                  paid by such holder; and (B) no person or entity guilty of
                  fraudulent misrepresentation (within the meaning of Section
                  11(f) of the Securities Act) will be entitled to contribution
                  from any person or entity who was not guilty of such
                  fraudulent misrepresentation.

         4.5.     EXCHANGE ACT REPORTS. The Company will use its best efforts to
                  timely file with the Commission such information as the
                  Commission may require under the Exchange Act and shall use
                  its best efforts to take all action as may be required as a
                  condition to the availability of Rule 144 or Rule 144A under
                  the Securities Act (or any successor exemptive rule hereafter
                  in effect) with respect to its Common Stock. The Company shall
                  furnish to any holder of Registrable Shares forthwith upon
                  request (i) a written statement by the Company as to its
                  compliance with the reporting requirements of Rule 144, (ii) a
                  copy of the most recent annual or quarterly report of the
                  Company as filed with the Commission, and (iii) such other
                  reports and documents as a holder may reasonably request in
                  availing itself of any rule or regulation of the Commission
                  allowing a holder to sell any such Registrable Shares without
                  registration. The Company agrees to use its best efforts to
                  facilitate and expedite transfers of the Shares pursuant to

                                       17
<PAGE>

                  Rule 144 under the Securities Act, which efforts shall include
                  timely notice to its transfer agent to expedite such transfers
                  of Shares.

         4.6.     EXPENSES. In the case of each registration effected under
                  Article 4.1, the Company shall bear all reasonable costs and
                  expenses of each such registration on behalf of the selling
                  holders of Registrable Shares, including, but not limited to,
                  the Company's printing, legal and accounting fees and
                  expenses, Commission and NASD filing fees and "Blue Sky" fees;
                  PROVIDED, HOWEVER, that the Company shall have no obligation
                  to pay or otherwise bear any portion of the underwriters'
                  commissions or discounts attributable to the Registrable
                  Shares being offered and sold by the holders of the
                  Registrable Shares, or the fees and expenses of counsel for
                  the selling holders of Registrable Shares in connection with
                  the registration of the Registrable Shares.

         4.7.     TRANSFERABILITY. For all purposes of Article IV of this
                  Agreement, Purchaser or an assignee thereof who agrees to be
                  bound by the provisions of this Article IV shall be deemed at
                  any particular time to be the holder of all Registrable Shares
                  of which such person shall at such time be the "beneficial
                  owner," determined in accordance with Rule 13d-3 under the
                  Exchange Act.

                                   ARTICLE V
                                  MISCELLANEOUS

         5.1.     NO WAIVER; CUMULATIVE REMEDIES. No failure or delay on the
                  part of any party to this Agreement in exercising any right,
                  power or remedy hereunder shall operate as a waiver thereof;
                  nor shall any single or partial exercise of any such right,
                  power or remedy preclude any other or further exercise thereof
                  or the exercise of any other right, power or remedy hereunder.
                  The remedies herein provided are cumulative and not exclusive
                  of any remedies provided by law.

         5.2.     AMENDMENTS, WAIVERS AND CONSENTS. Notwithstanding any
                  provision in this Agreement to the contrary, termination or
                  amendments of or additions to this Agreement may be made, and
                  compliance with any covenant or provision set forth herein may
                  be omitted or waived, if the parties shall agree in writing.
                  Any waiver or consent may be given subject to satisfaction of
                  conditions stated therein and any waiver or consent shall be
                  effective only in the specific instance and for the specific
                  purpose for which given.

         5.3.     ADDRESSES FOR NOTICES. All notices, requests, demands and
                  other communications provided for hereunder shall be in
                  writing (including telegraphic communication) and mailed,
                  telegraphed or delivered to each applicable party at the
                  address set forth on Schedule 5.3 hereto or at such other
                  address as to which such party may inform the other parties in
                  writing in compliance with the terms of this Article. All such
                  notices, requests, demands and other communications shall be
                  considered to be effective when delivered.

         5.4.     COSTS, EXPENSES AND TAXES. All parties are to bear their own
                  expenses.

                                       18
<PAGE>

         5.5.     EFFECTIVENESS; BINDING EFFECT; ASSIGNMENT. This Agreement
                  shall be binding upon and inure to the benefit of the Company,
                  the Purchaser and their respective successors and assigns;
                  PROVIDED, that, the Company may not assign any of its rights
                  or obligations under this Agreement without the prior written
                  consent of the Purchaser. The Purchaser may assign all or any
                  part of its rights and obligations hereunder to any person who
                  acquires any Shares owned by the Purchaser subject to the
                  terms and conditions of this Agreement.

         5.6.     PRIOR AGREEMENTS. The Transaction Documents executed and
                  delivered in connection herewith constitute the entire
                  agreement between the parties and supersede any prior
                  understandings or agreements concerning the subject matter
                  hereof.

         5.7.     SEVERABILITY. The provisions of the Transaction Documents are
                  severable and, in the event that any court of competent
                  jurisdiction shall determine that any one or more of the
                  provisions or part of a provision contained therein shall, for
                  any reason, be held to be invalid, illegal or unenforceable in
                  any respect, such invalidity, illegality or unenforceability
                  shall not affect any other provision or part of a provision of
                  such Transaction Document and the terms of such Transaction
                  Documents shall be reformed and construed as if such invalid
                  or illegal or unenforceable provision, or part of a provision,
                  had never been contained therein, and such provisions or part
                  reformed so that it would be valid, legal and enforceable to
                  the maximum extent possible.

         5.8.     GOVERNING LAW; VENUE.

                  A.       This Agreement shall be enforced, governed and
                           construed in accordance with the commercial laws of
                           the State of New York, the corporate law of Utah or
                           federal securities law, as applicable, without giving
                           effect to choice of laws principles or conflict of
                           laws provisions. Any dispute arising out of this
                           agreement shall first be submitted to arbitration
                           before a single arbitrator sitting in Chicago,
                           Illinois, said arbitration to be conducted in
                           accordance with the commercial rules of the American
                           Arbitration Association. Any discovery permitted by
                           the arbitrator shall be conducted in accordance with
                           the Federal Rules of Civil Procedure relating to the
                           conduct of written and oral discovery. Judgment may
                           be entered upon the award of the arbitrator in any
                           state or federal court having jurisdiction. The
                           arbitrator shall render his or her findings and award
                           within 30 days of the completion of the hearing. The
                           award shall be in writing and shall state the reasons
                           for the award. The arbitrator may award costs and
                           expenses at his or her discretion. Notwithstanding
                           the foregoing, any party shall be entitled to seek
                           injunctive relief from a state or federal court
                           having jurisdiction and in any case where such relief
                           may be available.

                  B.       Purchaser hereby waives, and agrees not to assert
                           against the Company, or any successor assignee
                           thereof, by way of motion, as a defense, or

                                       19
<PAGE>

                           otherwise, in any suit, action or proceeding, (i) any
                           claim that the Purchaser is not personally subject to
                           the jurisdiction of the above-named courts, and (ii)
                           to the extent permitted by applicable law, any claim
                           that such suit, action or proceeding is brought in an
                           inconvenient forum or that the venue of any such
                           suit, action or proceeding is improper or that this
                           Agreement may not be enforced in or by such courts.

         5.9.     HEADINGS. Article, section and subsection headings in this
                  Agreement are included herein for convenience of reference
                  only and shall not constitute a part of this Agreement for any
                  other purpose.

         5.10.    COUNTERPARTS. This Agreement may be executed in any number of
                  counterparts, all of which taken together shall constitute one
                  and the same instrument, and any of the parties hereto may
                  execute this Agreement by signing any such counterpart.

         5.11.    FURTHER ASSURANCES. From and after the date of this Agreement,
                  upon the request of the Purchaser or the Company, the Company
                  and the Purchaser shall execute and deliver such instruments,
                  documents and other writings as may be reasonably necessary or
                  desirable to confirm and carry out and to effectuate fully the
                  intent and purposes of the Transaction Documents and the
                  Shares.

                                   ARTICLE VI
                          SURVIVAL AND INDEMNIFICATION

         6.1      SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All of the
                  representations and warranties of the Company and Purchaser
                  contained herein shall survive the Closing and continue in
                  full force and effect forever thereafter (subject to any
                  applicable statutes of limitations).

         6.2      INDEMNIFICATION PROVISIONS FOR BENEFIT OF THE PURCHASER. In
                  the event the Company breaches any of its representations,
                  warranties, and covenants contained herein, and, if there is
                  an applicable survival period pursuant to Section 6.1,
                  provided that the Purchaser makes a written claim for
                  indemnification against the Company within the applicable
                  survival period stated in Section 6.1, then the Company agrees
                  to indemnify, defend and hold harmless the Purchaser and its
                  directors, officers, and each person, if any, who controls the
                  Purchaser within the meaning of Section 15 of the Securities
                  Act, from and against the entirety of any Adverse Consequences
                  (as defined in Section 6.5) the Purchaser or any such persons
                  may suffer through and after the date of the claim for
                  indemnification (including any Adverse Consequences the
                  Purchaser or any such persons may suffer after the end of the
                  applicable survival period) resulting from, arising out of,
                  relating to, in the nature of, or caused by the breach (or the
                  alleged breach).

         6.3      INDEMNIFICATION PROVISIONS FOR BENEFIT OF THE COMPANY. In the
                  event the Purchaser breaches any of its representations,
                  warranties, and covenants contained herein, and, if there is

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<PAGE>

                  an applicable survival period pursuant to Section 6.1,
                  provided that the Company makes a written claim for
                  indemnification against the Purchaser within the applicable
                  survival period stated in Section 6.1, then the Purchaser
                  agrees to indemnify, defend and hold harmless the Company and
                  its directors, officers, and each person, if any, who controls
                  the Company within the meaning of Section 15 of the Securities
                  Act, from and against the entirety of any Adverse Consequences
                  the Company or any such persons may suffer through and after
                  the date of the claim for indemnification (including any
                  Adverse Consequences the Company or any such persons may
                  suffer after the end of the applicable survival period)
                  resulting from, arising out of, relating to, in the nature of,
                  or caused by the breach (or the alleged breach).

         6.4      MATTERS INVOLVING THIRD PARTIES.

                  (a)      If any third party shall notify any Party (the
                           "INDEMNIFIED PARTY") with respect to any matter (a
                           "THIRD PARTY CLAIM") which may give rise to a claim
                           for indemnification against any other Party (the
                           "INDEMNIFYING PARTY") under this Article VI, then
                           each Indemnified Party shall promptly notify the
                           Indemnifying Party thereof in writing; provided,
                           however, that a delay on the part of the Indemnified
                           Party in notifying any Indemnifying Party shall not
                           relieve the Indemnifying Party from any obligation
                           hereunder unless (and then solely to the extent) the
                           Indemnifying Party thereby is prejudiced.

                  (b)      Any Indemnifying Party will have the right to defend
                           the Indemnified Party against the Third Party Claim
                           with counsel of its choice reasonably satisfactory to
                           the Indemnified Party so long as (i) the Indemnifying
                           Party notifies the Indemnified Party in writing
                           within 15 days after the Indemnified Party has given
                           notice of the Third Party Claim that the Indemnifying
                           Party will indemnify the Indemnified Party from and
                           against the entirety of any Adverse Consequences the
                           Indemnified Party may suffer resulting from, arising
                           out of, relating to, in the nature of, or caused by
                           the Third Party Claim, (ii) the Indemnifying Party
                           provides the Indemnified Party with evidence
                           reasonably acceptable to the Indemnified Party that
                           the Indemnifying Party will have the financial
                           resources to defend against the Third Party Claim and
                           fulfill its indemnification obligations hereunder,
                           (iii) the Third Party Claim involves only money
                           damages and does not seek an injunction or other
                           equitable relief, (iv) settlement of, or an adverse
                           judgment with respect to, the Third Party Claim is
                           not, in the good faith judgment of the Indemnified
                           Party, likely to establish a precedential custom or
                           practice adverse to the continuing business interests
                           of the Indemnified Party, and (v) the Indemnifying
                           Party conducts the defense of the Third Party Claim
                           actively and diligently.

                  (c)      So long as the Indemnifying Party is conducting the
                           defense of the Third Party Claim in accordance with
                           Section 6.4(b), (i) the Indemnified Party may retain

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<PAGE>

                           separate co-counsel at its sole cost and expense and
                           participate in the defense of the Third Party Claim,
                           (ii) the Indemnified Party will not consent to the
                           entry of any judgment or enter into any settlement
                           with respect to the Third Party Claim without the
                           prior written consent of the Indemnifying Party (not
                           to be withheld unreasonably), and (iii) the
                           Indemnifying Party will not consent to the entry of
                           any judgment or enter into any settlement with
                           respect to the Third Party Claim without the prior
                           written consent of the Indemnified Party (not to be
                           withheld unreasonably).

                  (d)      In the event any of the conditions in Section 6.4(b)
                           is or becomes unsatisfied, however, (i) the
                           Indemnified Party may defend against, and consent to
                           the entry of any judgment or enter into any
                           settlement with respect to, the Third Party Claim in
                           any manner it reasonably may deem appropriate (and
                           the Indemnified Parties need not consult with, or
                           obtain any consent from, any Indemnifying Party in
                           connection therewith), (ii) the Indemnifying Parties
                           will reimburse the Indemnified Party promptly and
                           periodically for the costs of defending against the
                           Third Party Claim (including reasonable attorneys'
                           fees and expenses), and (iii) the Indemnifying Party
                           will remain responsible for any Adverse Consequences
                           the Indemnified Party may suffer resulting from,
                           arising out of, relating to, in the nature of, or
                           caused by the Third Party Claim to the fullest extent
                           provided in this Article VI.

         6.5      ADVERSE CONSEQUENCES. As used in this Article VI, "Adverse
                  Consequences" means all proceedings, charges, complaints,
                  claims, causes of action, demands, injunctions, judgments,
                  orders, decrees, rulings, damages, investigation and/or
                  remediation costs, dues, penalties, fines, costs of defense
                  and other costs, amounts paid in settlement, liabilities,
                  obligations, responsibilities, taxes, liens, losses, expenses,
                  and fees, including court costs and reasonable attorneys' fees
                  and expenses.


                         [signatures on following page]

                                       22
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Regulation S
Stock Purchase Agreement to be executed as of the date first above written.


NEW VISUAL CORP.                                  CALIFORNIAN SECURITIES S.A.



By:  /s/ B Ketch                                  By:


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