CAL-BAY INTERNATIONAL, INC.
                            PLACEMENT AGENT AGREEMENT

Dated  as  of:  June  16,  2003.

The  undersigned,  Cal-Bay  International,  Inc., (the "COMPANY"), hereby agrees
with  Boston  First  Capital,  LLC,  an affiliate of Oftring & Company, Inc (the
"PLACEMENTAGENT")  and  Dutchess Private Equities Fund, L.P., a Delaware Limited
Partnership  (the  "INVESTOR")  as  follows:

1.   OFFERING.  The  Company  hereby  engages  the Placement Agent to act as its
     exclusive placement agent in connection with the Investment Agreement dated
     the  date hereof (the "INVESTMENT AGREEMENT") pursuant to which the Company
     shall  issue  and sell to the Investor, from time to time, and the Investor
     shall  purchase from the Company (the "OFFERING") up to Ten Million Dollars
     ($10,000,000)  of  the  Company's  Common Stock, par value $0.001 per share
     (the  "COMMON  STOCK"),  at price per share equal to the Purchase Price, as
     that  term  is  defined  in the Investment Agreement. Pursuant to the terms
     hereof, the Placement Agent shall render consulting services to the Company
     with  respect  to  the  Investment  Agreement  and  shall  be available for
     consultation in connection with the advances to be requested by the Company
     pursuant to the Investment Agreement. All capitalized terms used herein and
     not  otherwise  defined herein shall have the same meaning ascribed to them
     as  in  the  Investment  Agreement.  The  Investor  will be granted certain
     registration  rights  with  respect  to  the Common Stock as more fully set
     forth  in  the  Registration  Rights  Agreement between the Company and the
     Investor  dated  the date hereof (the "REGISTRATION RIGHTS AGREEMENT"). The
     documents  to  be  executed  and delivered in connection with the Offering,
     including,  but  not  limited, to this Agreement, the Investment Agreement,
     and  the  Registration  Rights  Agreement,  are  referred  to  sometimes
     hereinafter  collectively as the "OFFERING MATERIALS." The Company's Common
     Stock  is  sometimes  referred  to  hereinafter  as  the  "SECURITIES." The
     Placement  Agent  shall  not  be  obligated to sell any Securities and this
     Offering  by the Placement Agent shall be solely on a "best efforts basis."

2.   REPRESENTATIONS,  WARRANTIES  AND  COVENANTS OF THE PLACEMENT AGENT. A. The
     Placement  Agent  represents,  warrants  and  covenants  as  follows:

     (i)  The  Placement  Agent  has  the  necessary  power  to  enter into this
     Agreement  and  to  consummate  the  transactions  contemplated  hereby.

     (ii)  The  execution  and delivery by the Placement Agent of this Agreement
     and  the  consummation  of  the  transactions  contemplated herein will not
     result in any violation of, or be in conflict with, or constitute a default
     under,  any agreement or instrument to which the Placement Agent is a party
     or  by  which  the  Placement  Agent  or  its  properties are bound, or any
     judgment,  decree,  order  or,  to  the  Placement  Agent's  knowledge, any
     statute,  rule  or  regulation  applicable  to  the  Placement  Agent. This
     Agreement  when  executed  and  delivered  by  the  Placement  Agent,  will
     constitute the legal, valid and binding obligations of the Placement Agent,
     enforceable in accordance with their respective terms, except to the extent
     that (a) the enforceability hereof or thereof may be limited by bankruptcy,
     insolvency, reorganization, moratorium or similar laws from time to time in
     effect  and  affecting  the  rights  of  creditors  generally,  (b)  the
     enforceability  hereof  or  thereof  is  subject  to  general principles of
     equity, or (c) the indemnification provisions hereof or thereof may be held
     to  be  in  violation  of  public  policy.


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     (iii) Upon receipt and execution of this Agreement the Placement Agent will
     promptly forward copies of this Agreement to the Company or its counsel and
     the  Investor  or  its  counsel.

     (iv)  The  Placement  Agent  will  not  take  any action that it reasonably
     believes  would  cause  the  Offering  to  violate  the  provisions  of the
     Securities  Act  of  1933,  as  amended  (the  "1933  ACT"), the Securities
     Exchange Act of 1934 (the "1934 ACT"), the respective rules and regulations
     promulgated  there  under (the "RULES AND REGULATIONS") or applicable "Blue
     Sky"  laws  of  any  state  or  jurisdiction.

     (v)  The  Placement  Agent will use all reasonable efforts to determine (a)
     whether the Investor is an Accredited Investor and (b) that any information
     furnished  by  the Investor is true and accurate. The Placement Agent shall
     have no obligation to insure that (x) any check, note, draft or other means
     of  payment  for  the  Common  Stock  will  be honored, paid or enforceable
     against  the  Investor  in accordance with its terms, or (y) subject to the
     performance  of  the  Placement Agent's obligations and the accuracy of the
     Placement  Agent's  representations  and  warranties  hereunder,  (1)  the
     Offering  is  exempt  from the registration requirements of the 1933 Act or
     any  applicable  state  "Blue Sky" law or (2) the Investor is an Accredited
     Investor.

     (vi)  The  Placement  Agent  is  a  member  of  the National Association of
     Securities  Dealers,  Inc., and is a broker-dealer registered as such under
     the  1934  Act  and  under  the  securities laws of the states in which the
     Securities  will  be  offered  or  sold  by  the  Placement Agent unless an
     exemption  for such state registration is available to the Placement Agent.
     The  Placement  Agent  is  in  compliance  with  all  material  rules  and
     regulations  applicable  to the Placement Agent generally and applicable to
     the  Placement  Agent's  participation  in  the  Offering.

3.     REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY.

A.   The  Company  represents  and  warrants  as  follows:

     (i)  The execution, delivery and performance of each of this Agreement, the
     Investment Agreement and the Registration Rights Agreement has been or will
     be  duly  and  validly authorized by the Company and is, or with respect to
     this  Agreement,  the  Investment  Agreement  and  the  Registration Rights
     Agreement  will  be,  a  valid  and  binding  agreement  of  the  Company,
     enforceable  in  accordance with its respective terms, except to the extent
     that (a) the enforceability hereof or thereof may be limited by bankruptcy,
     insolvency, reorganization, moratorium or similar laws from time to time in
     effect  and  affecting  the  rights  of  creditors  generally,  (b)  the
     enforceability hereof or thereof is subject to general principles of equity
     or  (c)  the indemnification provisions hereof or thereof may be held to be
     in  violation of public policy. The Securities to be issued pursuant to the
     transactions  contemplated  by  this Agreement and the Investment Agreement
     have  been duly authorized and, when issued and paid for in accordance with
     (x)  this  Agreement,  the  Equity  Line  of  Agreement  and  the
     certificates/instruments  representing  such  Securities, (y) will be valid
     and  binding  obligations  of  the  Company, enforceable in accordance with
     their  respective  terms,  except to the extent that (1) the enforceability
     thereof  may  be  limited  by  bankruptcy,  insolvency,  reorganization,
     moratorium  or  similar  laws from time to time in effect and affecting the


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     rights  of  creditors  generally,  and  (2)  the  enforceability thereof is
     subject  to  general principles of equity. All corporate action required to
     be  taken  for  the  authorization, issuance and sale of the Securities has
     been  duly  and  validly  taken  by  the  Company.

     (ii)  The  Company  has  a  duly  authorized,  issued  and  outstanding
     capitalization  as  set  forth  herein and in the Investment Agreement. The
     Company  is  not  a party to or bound by any instrument, agreement or other
     arrangement  providing for it to issue any capital stock, rights, warrants,
     options  or  other  securities,  except  for this Agreement, the agreements
     described  herein  and  as described in the Investment Agreement, dated the
     date  hereof  and  the  agreements  described  therein.  All  issued  and
     outstanding  securities  of  the  Company,  have  been  duly authorized and
     validly  issued  and are fully paid and non-assessable; the holders thereof
     have  no rights of rescission or preemptive rights with respect thereto and
     are  not  subject  to personal liability solely by reason of being security
     holders;  and  none  of  such  securities  were  issued in violation of the
     preemptive  rights of any holders of any security of the Company. As of the
     date  hereof,  the  authorized  capital  stock  of  the Company consists of
     75,000,000  shares  of  Common  Stock,  par value $0.001 per share of which
     24,985,000  shares  of  Common  Stock  are  issued  and  outstanding

     (iii)  The  Common Stock to be issued in accordance with this Agreement and
     the  Investment Agreement has been duly authorized and when issued and paid
     for  in  accordance  with  this Agreement, the Investment Agreement and the
     certificates/instruments  representing  such  Common Stock, will be validly
     issued,  fully-paid  and  non-assessable;  the  holders thereof will not be
     subject  to personal liability solely by reason of being such holders; such
     Securities  are not and will not be subject to the preemptive rights of any
     holder  of  any  security  of  the  Company.



4.     REPRESENTATIONS,  WARRANTIES  AND  COVENANTS  OF  THE  INVESTOR.

A.   The  Investor  represents,  warrants  and  covenants  as  follows:

     (i)  The  Investor has the necessary power to enter into this Agreement and
     to  consummate  the  transactions  contemplated  hereby.

     (ii)  The  execution and delivery by the Investor of this Agreement and the
     consummation of the transactions contemplated herein will not result in any
     violation  of,  or  be in conflict with, or constitute a default under, any
     agreement  or  instrument  to which the Investor is a party or by which the
     Investor or its properties are bound, or any judgment, decree, order or, to
     the Investor's knowledge, any statute, rule or regulation applicable to the
     Investor.  This Agreement when executed and delivered by the Investor, will
     constitute  the  legal,  valid  and  binding  obligations  of the Investor,
     enforceable in accordance with their respective terms, except to the extent
     that (a) the enforceability hereof or thereof may be limited by bankruptcy,
     insolvency, reorganization, moratorium or similar laws from time to time in
     effect  and  affecting  the  rights  of  creditors  generally,  (b)  the
     enforceability  hereof  or  thereof  is  subject  to  general principles of
     equity, or (c) the indemnification provisions hereof or thereof may be held
     to  be  in  violation  of  public  policy.

     (iii)  The  Investor  will  promptly  forward  copies  of  any  and all due
     diligence  questionnaires  compiled by the Investor to the Placement Agent.


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<PAGE>

5.     CERTAIN  COVENANTS  AND  AGREEMENTS  OF  THE  COMPANY.

     The  Company covenants and agrees at its expense and without any expense to
     the  Placement  Agent  as  follows:

A.   To  advise  the  Placement  Agent  of  any  material  adverse change in the
     Company's  financial condition, prospects or business or of any development
     materially  affecting  the  Company  or  rendering untrue or misleading any
     material  statement in the Offering Materials occurring at any time as soon
     as  the  Company  is  either  informed  or  becomes  aware  thereof.

B.   To  use  its  commercially  reasonable  efforts  to  cause the Common Stock
     issuable  in  connection  with the Equity Line of Credit to be qualified or
     registered  for  sale  on  terms  consistent  with  those  stated  in  the
     Registration  Rights  Agreement  and  under  the  securities  laws  of such
     jurisdictions  as  the  Placement  Agent  and the Investor shall reasonably
     request.  Qualification,  registration and exemption charges and fees shall
     be  at  the  sole  cost  and  expense  of  the  Company.

C.   Upon  written  request,  to  provide  and continue to provide the Placement
     Agent  and  the  Investor  copies of all quarterly financial statements and
     audited  annual  financial  statements  prepared  by  or  on  behalf of the
     Company,  other  reports prepared by or on behalf of the Company for public
     disclosure  and  all  documents  delivered  to  the Company's stockholders.

D.   To  deliver,  during  the  registration  period  of  the Equity Line Credit
     Agreement,  to  the  Placement  Agent  upon  the Placement Agent's request,

     (i)  within  forty  five (45) days, a statement of its income for each such
     quarterly  period,  and  its  balance  sheet  and a statement of changes in
     stockholders'  equity  as  of  the  end  of  such  quarterly period, all in
     reasonable  detail,  certified  by  its  principal  financial or accounting
     officer;

     (ii)  within  ninety  (90)  days  after  the close of each fiscal year, its
     balance  sheet  as  of  the  close  of  such  fiscal  year, together with a
     statement  of  income, a statement of changes in stockholders' equity and a
     statement  of cash flow for such fiscal year, such balance sheet, statement
     of  income,  statement  of changes in stockholders' equity and statement of
     cash  flow  to  be  in  reasonable  detail and accompanied by a copy of the
     certificate  or report thereon of independent auditors if audited financial
     statements  are  prepared;  and

     (iii)  a  copy  of  all documents, reports and information furnished to its
     stockholders  at  the time that such documents, reports and information are
     furnished  to  its  stockholders.

E.   To  comply  with  the  terms  of  the  Offering  Materials.

F.   To ensure that any transactions between or among the Company, or any of its
     officers,  directors  and affiliates be on terms and conditions that are no
     less  favorable to the Company, than the terms and conditions that would be
     available in an "arm's length" transaction with an independent third party.

6.     INDEMNIFICATION.

A.   The  Company  hereby  agrees  that it will indemnify and hold the Placement
     Agent  and  each officer, director, shareholder, employee or representative
     of  the Placement Agent and each person controlling, controlled by or under


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     common control with the Placement Agent within the meaning of Section 15 of
     the  1933  Act  or  Section  20  of  the  1934  Act  or the SEC's Rules and
     Regulations promulgated there under (the "Rules and Regulations"), harmless
     from  and  against  any  and  all  loss,  claim, damage, liability, cost or
     expense  whatsoever  (including, but not limited to, any and all reasonable
     legal fees and other expenses and disbursements incurred in connection with
     investigating,  preparing  to  defend  or  defending  any  action,  suit or
     proceeding,  including  any  inquiry  or  investigation,  commenced  or
     threatened,  or  any  claim  whatsoever  or  in  appearing or preparing for
     appearance  as  a  witness in any action, suit or proceeding, including any
     inquiry,  investigation  or  pretrial  proceeding  such as a deposition) to
     which the Placement Agent or such indemnified person of the Placement Agent
     may  become  subject  under  the  1933  Act,  the  1934  Act, the Rules and
     Regulations, or any other federal or state law or regulation, common law or
     otherwise, arising out of or based upon (i) any untrue statement or alleged
     untrue  statement  of  a  material  fact contained in (a) Section 4 of this
     Agreement,  (b)  the  Offering  Materials  (except those written statements
     relating  to  the  Placement  Agent  given  by  an  indemnified  person for
     inclusion  therein),  (c)  any  application  or  other  document or written
     communication  executed  by  the  Company or based upon written information
     furnished  by the Company filed in any jurisdiction in order to qualify the
     Common  Stock  under  the  securities laws thereof, or any state securities
     commission  or agency; (ii) the omission or alleged omission from documents
     described  in  clauses (a), (b) or (c) above of a material fact required to
     be  stated  therein  or  necessary  to  make  the  statements  therein  not
     misleading;  or  (iii) the breach of any representation, warranty, covenant
     or  agreement  made  by  the Company in this Agreement. The Company further
     agrees  that upon demand by an indemnified person, at any time or from time
     to  time,  it will promptly reimburse such indemnified person for any loss,
     claim,  damage,  liability, cost or expense actually and reasonably paid by
     the  indemnified person as to which the Company has indemnified such person
     pursuant hereto. Notwithstanding the foregoing provisions of this Paragraph
     6(A), any such payment or reimbursement by the Company of fees, expenses or
     disbursements  incurred by an indemnified person in any proceeding in which
     a final judgment by a court of competent jurisdiction (after all appeals or
     the expiration of time to appeal) is entered against the Placement Agent or
     such  indemnified  person  based  upon  specific  finding  of fact that the
     Placement  Agent  or  such indemnified person's gross negligence or willful
     misfeasance  will  be  promptly  repaid  to  the  Company.

B.   The  Placement  Agent  hereby  agrees  that  it will indemnify and hold the
     Company and each officer, director, shareholder, employee or representative
     of  the Company, and each person controlling, controlled by or under common
     control  with  the Company within the meaning of Section 15 of the 1933 Act
     or  Section  20 of the 1934 Act or the Rules and Regulations, harmless from
     and  against  any  and  all loss, claim, damage, liability, cost or expense
     whatsoever  (including,  but  not  limited to, any and all reasonable legal
     fees  and  other  expenses  and  disbursements  incurred in connection with
     investigating,  preparing  to  defend  or  defending  any  action,  suit or
     proceeding,  including  any  inquiry  or  investigation,  commenced  or
     threatened,  or  any  claim  whatsoever  or  in  appearing or preparing for
     appearance  as  a  witness in any action, suit or proceeding, including any
     inquiry,  investigation  or  pretrial  proceeding  such as a deposition) to
     which  the  Company  or  such  indemnified person of the Company may become
     subject under the 1933 Act, the 1934 Act, the Rules and Regulations, or any
     other  federal or state law or regulation, common law or otherwise, arising
     out  of  or  based  upon  (i)  the  conduct  of  the Placement Agent or its
     officers, employees or representatives in its acting as Placement Agent for
     the  Offering  or (ii) the material breach of any representation, warranty,
     covenant  or  agreement made by the Placement Agent in this Agreement (iii)
     any  false  or misleading information provided to the Company by one of the
     Placement  Agent's  indemnified  persons.


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<PAGE>

C.   The  Investor  hereby  agrees that it will indemnify and hold the Placement
     Agent  and  each officer, director, shareholder, employee or representative
     of the Placement Agent, and each person controlling, controlled by or under
     common control with the Placement Agent within the meaning of Section 15 of
     the  1933  Act  or Section 20 of the 1934 Act or the Rules and Regulations,
     harmless  from and against any and all loss, claim, damage, liability, cost
     or  expense  whatsoever  (including,  but  not  limited  to,  any  and  all
     reasonable  legal  fees  and  other  expenses and disbursements incurred in
     connection with investigating, preparing to defend or defending any action,
     suit  or  proceeding,  including any inquiry or investigation, commenced or
     threatened,  or  any  claim  whatsoever  or  in  appearing or preparing for
     appearance  as  a  witness in any action, suit or proceeding, including any
     inquiry,  investigation  or  pretrial  proceeding  such as a deposition) to
     which the Placement Agent or such indemnified person of the Placement Agent
     may  become  subject  under  the  1933  Act,  the  1934  Act, the Rules and
     Regulations, or any other federal or state law or regulation, common law or
     otherwise,  arising out of or based upon (i) the conduct of the Investor or
     its  officers,  employees  or representatives in its acting as the Investor
     for  the  Offering  or  (ii)  the  material  breach  of any representation,
     warranty,  covenant  or  agreement  made  by  the  Investor in the Offering
     Materials  (iii)  any  false  or  misleading  information  provided  to the
     Placement  Agent  by  one  of  the  Investor's  indemnified  persons.

D.   The  Placement  Agent  hereby  agrees  that  it will indemnify and hold the
     Investor  and  each  officer,  director,  shareholder,  employee  or
     representative  of the Investor, and each person controlling, controlled by
     or  under common control with the Investor within the meaning of Section 15
     of the 1933 Act or Section 20 of the 1934 Act or the Rules and Regulations,
     harmless  from and against any and all loss, claim, damage, liability, cost
     or  expense  whatsoever  (including,  but  not  limited  to,  any  and  all
     reasonable  legal  fees  and  other  expenses and disbursements incurred in
     connection with investigating, preparing to defend or defending any action,
     suit  or  proceeding,  including any inquiry or investigation, commenced or
     threatened,  or  any  claim  whatsoever  or  in  appearing or preparing for
     appearance  as  a  witness in any action, suit or proceeding, including any
     inquiry,  investigation  or  pretrial  proceeding  such as a deposition) to
     which  the  Investor  or such indemnified person of the Investor may become
     subject under the 1933 Act, the 1934 Act, the Rules and Regulations, or any
     other  federal or state law or regulation, common law or otherwise, arising
     out  of  or  based  upon  (i)  the  conduct  of  the Placement Agent or its
     officers, employees or representatives in its acting as the Placement Agent
     for  the  Offering  or  (ii)  the  material  breach  of any representation,
     warranty,  covenant  or  agreement  made  by  the  Placement  Agent in this
     Agreement  (iii)  any  false  or  misleading  information  provided  to the
     Investor  by  one  of  the  Placement  Agent's  indemnified  persons.

E.   Promptly after receipt by an indemnified party of notice of commencement of
     any  action  covered  by  Section  6(A),  (B),  (C) or (D), the party to be
     indemnified  shall,  within five (5) business days, notify the indemnifying
     party  of  the  commencement  thereof;  the omission by one (1) indemnified
     party  to  so  notify  the  indemnifying  party  shall  not  relieve  the
     indemnifying  party  of  its  obligation to indemnify any other indemnified
     party  that  has  given  such notice and shall not relieve the indemnifying
     party  of  any  liability outside of this indemnification if not materially
     prejudiced  thereby.  In  the  event that any action is brought against the
     indemnified  party,  the indemnifying party will be entitled to participate
     therein and, to the extent it may desire, to assume and control the defense
     thereof  with  counsel  chosen  by it which is reasonably acceptable to the
     indemnified  party.  After  notice  from  the  indemnifying  party  to such


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     indemnified  party  of  its  election to so assume the defense thereof, the
     indemnifying  party will not be liable to such indemnified party under such
     Section 6(A), (B), (C), or (D) for any legal or other expenses subsequently
     incurred  by such indemnified party in connection with the defense thereof,
     but  the  indemnified  party  may,  at its own expense, participate in such
     defense  by  counsel  chosen  by  it,  without,  however,  impairing  the
     indemnifying party's control of the defense. Subject to the proviso of this
     sentence  and notwithstanding any other statement to the contrary contained
     herein, the indemnified party or parties shall have the right to choose its
     or  their  own  counsel  and  control the defense of any action, all at the
     expense  of  the  indemnifying party if, (i) the employment of such counsel
     shall  have  been  authorized  in  writing  by  the  indemnifying  party in
     connection  with  the  defense  of  such  action  at  the  expense  of  the
     indemnifying  party, or (ii) the indemnifying party shall not have employed
     counsel reasonably satisfactory to such indemnified party to have charge of
     the  defense  of  such  action  within  a  reasonable  time after notice of
     commencement  of  the  action,  or  (iii) such indemnified party or parties
     shall  have reasonably concluded that there may be defenses available to it
     or them which are different from or additional to those available to one or
     all  of  the  indemnifying  parties (in which case the indemnifying parties
     shall  not have the right to direct the defense of such action on behalf of
     the  indemnified  party  or  parties), in any of which events such fees and
     expenses  of  one  additional  counsel  shall  be borne by the indemnifying
     party;  provided,  however,  that  the  indemnifying  party  shall  not, in
     connection  with  any  one  action or separate but substantially similar or
     related  actions  in  the same jurisdiction arising out of the same general
     allegations or circumstance, be liable for the reasonable fees and expenses
     of  more  than  one  separate  firm  of  attorneys at any time for all such
     indemnified  parties.  No settlement of any action or proceeding against an
     indemnified  party  shall  be  made without the consent of the indemnifying
     party.

F.   In order to provide for just and equitable contribution in circumstances in
     which  the  indemnification  provided for in Section 6(A) or 7(B) is due in
     accordance  with  its  terms  but  is  for any reason held by a court to be
     unavailable  on  grounds  of  policy  or  otherwise,  the  Company  and the
     Placement  Agent  shall contribute to the aggregate losses, claims, damages
     and  liabilities  (including legal or other expenses reasonably incurred in
     connection  with  the investigation or defense of same) which the other may
     incur  in  such proportion so that the Placement Agent shall be responsible
     for  such  percent  of  the  aggregate  of such losses, claims, damages and
     liabilities as shall equal the percentage of the gross proceeds paid to the
     Placement  Agent  and  the  Company  shall  be responsible for the balance;
     provided,  however,  that  no person guilty of fraudulent misrepresentation
     within  the  meaning  of Section 11(f) of the 1933 Act shall be entitled to
     contribution  from  any  person  who  was  not  guilty  of  such fraudulent
     misrepresentation.  For  purposes  of  this  Section  6(F),  any  person
     controlling,  controlled  by  or  under  common  control with the Placement
     Agent,  or  any partner, director, officer, employee, representative or any
     agent  of  any  thereof,  shall have the same rights to contribution as the
     Placement  Agent and each person controlling, controlled by or under common
     control  with  the Company within the meaning of Section 15 of the 1933 Act
     or  Section  20  of  the  1934 Act and each officer of the Company and each
     director  of  the Company shall have the same rights to contribution as the
     Company. Any party entitled to contribution will, promptly after receipt of
     notice of commencement of any action, suit or proceeding against such party
     in  respect of which a claim for contribution may be made against the other
     party under this Section 6(D), notify such party from whom contribution may
     be  sought,  but the omission to so notify such party shall not relieve the
     party  from  whom  contribution  may be sought from any obligation they may
     have  hereunder  or  otherwise  if  the party from whom contribution may be
     sought is not materially prejudiced thereby. The indemnity and contribution
     agreements  contained  in this Section 6 shall remain operative and in full
     force  and  effect  regardless of any investigation made by or on behalf of
     any  indemnified  person  or  any  termination  of  this  Agreement.


                                        7
<PAGE>

7.   PAYMENT  OF EXPENSES. The Company hereby agrees to bear all of the expenses
     in  connection  with  the  Offering,  including,  but  not  limited  to the
     following:  filing  fees,  printing  and duplicating costs, advertisements,
     postage  and  mailing expenses with respect to the transmission of Offering
     Materials,  registrar  and  transfer  agent fees, and expenses, fees of the
     Company's  counsel  and  accountants,  issue  and  transfer  taxes, if any.

8.   CONDITIONS  OF  CLOSING.  The  Closing  shall be held at the offices of the
     Investor  or  its counsel. The obligations of the Placement Agent hereunder
     shall  be  subject  to  the  continuing accuracy of the representations and
     warranties  of  the Company herein as of the date hereof and as of the Date
     of  Closing  (the  "Closing Date") with respect to the Company as if it had
     been  made  on  and  as of such Closing Date; the accuracy on and as of the
     Closing Date of the statements of the officers of the Company made pursuant
     to  the  provisions hereof; and the performance by the Company on and as of
     the  Closing  Date  of  its  covenants and obligations hereunder and to the
     following  further  conditions:

A.   Upon  the effectiveness of a registration statement covering the Investment
     Agreement,  the Placement Agent shall receive the opinion of Counsel to the
     Company,  dated  as of the date thereof, which opinion shall be in form and
     substance  reasonably  satisfactory  to the Investor, their counsel and the
     Placement  Agent.

B.   At  or  prior to the Closing, the Placement Agent shall have been furnished
     such  documents, certificates and opinions as it may reasonably require for
     the purpose of enabling them to review or pass upon the matters referred to
     in  this  Agreement and the Offering Materials, or in order to evidence the
     accuracy,  completeness  or  satisfaction  of  any  of the representations,
     warranties  or  conditions  herein  contained.

C.   At  and prior to the Closing, (i) there shall have been no material adverse
     change  nor  development involving a prospective change in the condition or
     prospects  or  the  business  activities,  financial  or  otherwise, of the
     Company  from  the  latest dates as of which such condition is set forth in
     the  Offering  Materials; (ii) there shall have been no transaction, not in
     the  ordinary  course  of  business except the transactions pursuant to the
     Securities  Purchase  Agreement  entered  into by the Company which has not
     been  disclosed  in  the  Offering  Materials  or to the Placement Agent in
     writing;  (iii)  except as set forth in the Offering Materials, the Company
     shall  not  be in default under any provision of any instrument relating to
     any  outstanding  indebtedness for which a waiver or extension has not been
     otherwise received; (iv) except as set forth in the Offering Materials, the
     Company shall not have issued any securities (other than those to be issued
     as  provided in the Offering Materials) or declared or paid any dividend or
     made any distribution of its capital stock of any class and there shall not
     have  been  any  change  in  the  indebtedness  (long  or  short  term)  or
     liabilities  or  obligations  of  the Company (contingent or otherwise) and
     trade  payable  debt;  (v)  no material amount of the assets of the Company
     shall  have  been pledged or mortgaged, except as indicated in the Offering
     Materials;  and  (v)  no  action,  suit or proceeding, at law or in equity,
     against  the Company or affecting any of its properties or businesses shall
     be  pending  or  threatened  before  or  by  any  court or federal or state
     commission,  board  or  other  administrative  agency, domestic or foreign,
     wherein  an  unfavorable  decision,  ruling  or  finding  could  materially
     adversely affect the businesses, prospects or financial condition or income
     of  the  Company,  except  as  set  forth  in the Offering Materials. D. At


                                        8
<PAGE>

     Closing,  the  Placement  Agent  shall receive a certificate of the Company
     signed by an executive officer and chief financial officer, dated as of the
     applicable  Closing,  to  the  effect  that  the  conditions  set  forth in
     subparagraph  (C)  above have been satisfied and that, as of the applicable
     closing, the representations and warranties of the Company set forth herein
     are  true  and  correct.

10.  PLACEMENT  AGENT  FEE: The Company agrees to pay Boston First Capital, LLC,
     ("BFC")  a registered broker dealer, 1% of the Put Amount on each draw as a
     fee.

11.  MISCELLANEOUS.  A.  This  Agreement  may  be  executed  in  any  number  of
     counterparts,  each  of  which  shall  be deemed to be an original, but all
     which  shall  be  deemed  to  be one and the same instrument. B. Any notice
     required  or  permitted to be given hereunder shall be given in writing and
     shall be deemed effective when deposited in the United States mail, postage
     prepaid,  or  when  received  if  personally  delivered  or  faxed  (upon
     confirmation  of  receipt  received  by  the  sending  party), addressed as
     follows:


                                        9
<PAGE>

If  to  Placement  Agent,  to:

     Boston  First  Capital,  LLC
     One  International  Place,  Suite  2401
     Boston,  MA  02109
     Attention:  William  L.  Mason,  CEO
     Tel:  617.310.6123
     Fax:  617.310.6120

     If  to  the  Company,  to:

     Cal-Bay  International,  Inc.
     1582  Parkway  Loop,  Suite  G
     Tustin,  CA  92780
     Charles  Prebay
     Tel:  714.258.7070
     Fax:  714.258.7077

     With  a  copy  to:

     Cletha  Walstrand,  Attorney  at  Law
     8  East  Broadway,  Suite  609
     Salt  Lake  City,  UT  84111
     Tel:  (801)  363-0890
     Fax:  (801)  363-8512

     If  to  the  Investor:

     Dutchess  Private  Equities  fund,  LP
     312  Stuart  St.
     Boston,  MA  02116
     Tel:  (617)  960-3582
     Fax:  (617)  960-3772

     or  to  such  other address of which written notice is given to the others.

C.   This Agreement shall be governed by and construed in all respects under the
     laws  of  the  State  of Massachusetts without reference to its conflict of
     laws  rules  or  principles.  Any  suit,  action,  proceeding or litigation
     arising  out  of  or  relating  to  this  Agreement  shall  be  brought and
     prosecuted  in  such  federal  or  state court or courts located within the
     Commonwealth  of  Massachusetts  as  provided  by  law.  The parties hereby
     irrevocably  and  unconditionally  consent to the jurisdiction of each such
     court  or  courts  located  within the Commonwealth of Massachusetts and to
     service  of  process  by  registered  or  certified  mail,  return  receipt
     requested,  or  by  any other manner provided by applicable law, and hereby
     irrevocably  and  unconditionally  waive  any right to claim that any suit,
     action,  proceeding  or  litigation  so  commenced has been commenced in an
     inconvenient  forum.

D.   This  Agreement  and  the  other  agreements  referenced herein contain the
     entire  understanding between the parties hereto and may not be modified or
     amended  except  by  a  writing  duly  signed  by  the  party  against whom
     enforcement  of  the  modification  or  amendment  is  sought.

E.   If  any  provision  of  this  Agreement  shall  be  held  to  be invalid or
     unenforceable,  such  invalidity  or  unenforceability shall not affect any
     other  provision  of  this  Agreement.

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<PAGE>

IN  WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of the
date  first
written  above.

COMPANY:

Cal-Bay  International,  Inc.

By:  /s/Charles  Prebay
---------------------------------------------------
Charles  Prebay
Title:  Chief  Financial  Officer,  Vice  President

PLACEMENT  AGENT:

Boston  First  Capital,  LLC

By:  /s/  William  L.  Mason
---------------------------------
William  L.  Mason
Title:  Chief  Executive  Officer


INVESTOR:

DUTCHESS  PRIVATE  EQUITIES  FUND,  L.P.
BY  IT'S  GENERAL  PARTNER  DUTCHESS
CAPITAL  MANAGEMENT,  LLC


By:  /s/Douglas  H.  Leighton
-----------------------------
Douglas  H.  Leighton
Title:  A  Managing  Member


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