Exhibit 10.1




EXHIBIT 10.1



SECURITIES PURCHASE AGREEMENT


                This Securities Purchase Agreement (this "Agreement")
is dated as of June 30, 2003, among DDS Technologies USA, Inc., a Nevada
corporation (the "Company"), and the purchasers identified on the
signature pages hereto (each a "Purchaser" and collectively the "Purchasers");
and

                WHEREAS, subject to the terms and conditions set forth in
this Agreement and pursuant to Section 4(2) of the Securities Act (as defined
below), and Rule 506 promulgated thereunder, the Company desires to issue and
sell to the Purchasers, and the Purchasers, severally and not jointly, desire to
purchase from the Company in the aggregate, up to 1,428,571 shares of Common
Stock and Warrants to purchase up to 714,286 shares of Common Stock.

                NOW, THEREFORE, IN CONSIDERATION of the mutual covenants
contained in this Agreement, and for other good and valuable consideration the
receipt and adequacy of which are hereby acknowledged, the Company and each
Purchaser agrees as follows:

ARTICLE I.

DEFINITIONS

                1.1        Definitions. In addition to the terms defined elsewhere in this
Agreement, for all purposes of this Agreement, the following terms have the
meanings indicated in this Section 1.1:

                    "Action" shall have the meaning ascribed to such
    term in Section 3.1(j).

                    "Affiliate" means any Person that, directly or
    indirectly through one or more intermediaries, controls or is controlled by
    or is under common control with a Person as such terms are used in and
    construed under Rule 144. With respect to a Purchaser, any investment fund
    or managed account that is managed on a discretionary basis by the same
    investment manager as such Purchaser will be deemed to be an Affiliate of
    such Purchaser.

                    "Business Day" means any day except Saturday,
    Sunday and any day which shall be a federal legal holiday or a day on which
    banking institutions in the State of New York are authorized or required by
    law or other governmental action to close.

                    "Closing" means the closing of the purchase and
    sale of the Common Stock and the Warrants pursuant to Section 2.1(a) on July
    2, 2003, or such other date as agreed to by the parties.

                    "Closing Date" means the date of the Closing.

                    "Closing Price"
    means on any particular date (a) the last reported closing bid price per
    share of Common Stock on such date on the Trading Market (as reported by
    Bloomberg L.P. at 4:15 PM (New York time) as the last reported closing bid
    price for regular session trading on such day), or (b) if there is no such
    price on such date, then the 



    1

    


    
closing bid price on the Trading Market on the date
    nearest preceding such date (as reported by Bloomberg L.P. at 4:15 PM (New
    York time) as the closing bid price for regular session trading on such
    day), or (c)  if the Common Stock is not then listed or quoted on the
    Trading Market and if prices for the Common Stock are then reported in the
    "pink sheets" published by the National Quotation Bureau Incorporated (or a
    similar organization or agency succeeding to its functions of reporting
    prices), the most recent bid price per share of the Common Stock so
    reported, or (d) if the shares of Common Stock are not then publicly traded
    the fair market value of a share of Common Stock as determined by an
    appraiser selected in good faith by the Purchasers of a majority in interest
    of the Shares then outstanding.

                    "Commission" means the Securities and Exchange
Commission.

                    "Common Stock" means the common stock of the
    Company, $0.0001 par value per share, and any securities into which such
    common stock may hereafter be reclassified.

                    "Common Stock Equivalents" means any securities of
    the Company or the Subsidiaries which would entitle the holder thereof to
    acquire at any time Common Stock, including without limitation, any debt,
    preferred stock, rights, options, warrants or other instrument that is at
    any time convertible into or exchangeable for, or otherwise entitles the
    holder thereof to receive, Common Stock.

                    "Company Counsel" means Hodgson Russ LLP.

                    "Disclosure Schedules" means the Disclosure
    Schedules attached as Annex I hereto.

                    "Effective Date" means the date that the
    Registration Statement is first declared effective by the Commission.

                    "Exchange Act" means the Securities Exchange Act
    of 1934, as amended.

                    "Intellectual Property Rights" shall have the
    meaning ascribed to such term in Section 3.1(o).

                    "Liens" means a lien, charge, security interest,
    encumbrance, right of first refusal or other restriction.

                    "Material Adverse Effect" shall have the meaning
    ascribed to such term in Section 3.1(b).

                    "Material Permits" shall have the meaning ascribed
    to such term in Section 3.1(m).

                   
    "Per Share Purchase Price" equals $3.50, subject
    to adjustment for reverse and forward stock splits, stock dividends, stock
    combinations and other similar transactions of the Common Stock that occur
    after the date of this Agreement and before the Closing.

    2

    
    
                "Person" means an individual or corporation,
    partnership, trust, incorporated or unincorporated association, joint
    venture, limited liability company, joint stock company, government (or an
    agency or subdivision thereof) or other entity of any kind.

                    "Registration Statement" means a registration
    statement meeting the requirements set forth in the Registration Rights
    Agreement and covering the resale by the Purchasers of the Shares and the
    Warrant Shares.

                    "Registration Rights Agreement" means the
    Registration Rights Agreement, dated as of the date of this Agreement, among
    the Company and each Purchaser, in the form of Exhibit A hereto.

                    "Rule 144" means Rule 144 promulgated by the
    Commission pursuant to the Securities Act, as such Rule may be amended from
    time to time, or any similar rule or regulation hereafter adopted by the
    Commission having substantially the same effect as such Rule. 

                    "SEC Reports" shall have the meaning ascribed to
    such term in Section 3.1(h).

                "Securities" means the Shares, the Warrants and the
Warrant Shares.

                    "Securities Act" means the Securities Act of 1933,
    as amended.

                    "Shares" means the shares of Common Stock issued
    or issuable to each Purchaser pursuant to this Agreement.

                    "Subscription Amount" means, as to each Purchaser
    and the Closing, the amounts set forth below such Purchaser's signature
    block on the signature page hereto, in United States dollars and in
    immediately available funds.

                    "Subsidiary" shall have the meaning ascribed to
    such term in Section 3.1(a).

                    "Trading Day" means (i) a day on which the Common
    Stock is traded on a Trading Market, or (ii) if the Common Stock is not
    listed on a Trading Market, a day on which the Common Stock is traded on the
    over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if
    the Common Stock is not quoted on the OTC Bulletin Board, a day on which the
    Common Stock is quoted in the over-the-counter market as reported by the
    National Quotation Bureau Incorporated (or any similar organization or
    agency succeeding to its functions of reporting prices); provided, that in
    the event that the Common Stock is not listed or quoted as set forth in (i),
    (ii) and (iii) hereof, then Trading Day shall mean a Business Day.

                    "Trading Market" means the following markets or
    exchanges on which the Common Stock is listed or quoted for trading on the
    date in question: the OTC Bulletin Board, the American Stock Exchange, the
    New York Stock Exchange, the Nasdaq National Market or the Nasdaq SmallCap
    Market.

    3

    
    
                "Transaction Documents" means this Agreement, the
    Registration Rights Agreement, the Warrant and any other documents or
    agreements executed in connection with the transactions contemplated
    hereunder.

                    "Warrants" means the Common Stock Purchase
    Warrants, in the form of Exhibit C, issuable to the Purchasers at
    Closing, which warrants shall be exercisable immediately and have an
    exercise price equal to $7.00 and a term of exercise of 3 years.

                    "Warrant Shares" means the shares of Common Stock
    issuable upon exercise of the Warrants.



    



ARTICLE II.

PURCHASE AND SALE

                2.1        Closing. At the Closing, the Purchasers shall
purchase, severally and not jointly, and the Company shall issue and sell, in
the aggregate, a number of shares of Common Stock equal to 1,428,871 shares of
Common Stock and Warrants to purchase up to 714,286 shares of Common Stock on
the Closing Date. Each Purchaser shall purchase from the Company, and the
Company shall issue and sell to each Purchaser, a number of Shares equal to such
Purchaser's Subscription Amount divided by the Per Share Purchase Price. Upon
satisfaction of the conditions set forth in Section 2.2, the Closing shall occur
at the offices of Feldman Weinstein LLP, or such other location as the parties
shall mutually agree.

                2.2        Closing Conditions.

                                   
    (a) At the Closing the Company shall deliver or cause to be delivered to
    each Purchaser (except as otherwise provided below):





                                               
        (i) this Agreement duly executed by the Company;

                                               
        (ii) within 3 Trading Days of the Closing Date, a certificate evidencing
        a number of Shares equal to such Purchaser's Subscription Amount divided
        by the Per Share Purchase Price, registered in the name of such
        Purchaser;

                                               
        (iii) within 3 Trading Days of the Closing Date, a Warrant, registered
        in the name of such Purchaser, pursuant to which such Purchaser shall
        have the right to acquire up to the number of shares of Common Stock
        equal to 50% of the Shares to be issued to such Purchaser at such
        Closing;

                                               
        (iv) the Registration Rights Agreement duly executed by the Company; and

                                               
        (v) a legal opinion of Company Counsel, in the form of Exhibit B
        attached hereto.



                               
    (b) At the Closing each Purchaser shall deliver or cause to be delivered to
    the Company the following:

    4

    


        
                                        (i) this Agreement duly executed by such Purchaser;

                                                (ii) such Purchaser's Subscription Amount as to such
        Closing by wire transfer to the account of the Company as provided to
        the Purchasers in writing prior to the Closing Date; and

                                                (iii) the Registration Rights Agreement duly executed
        by such Purchaser.



                            (c) All representations and warranties of each of the
    parties herein shall remain true and correct as of the Closing Date.

                            (d) As of the Closing Date, there shall have been no
    Material Adverse Effect with respect to the Company since the date hereof.

                            (e) From the date hereof to the Closing Date, trading in
    the Common Stock shall not have been suspended by the Commission (except for
    any suspension of trading of limited duration agreed to by the Company,
    which suspension shall be terminated prior to the Closing), and, at any time
    prior to the Closing Date, trading in securities generally as reported by
    Bloomberg Financial Markets shall not have been suspended or limited, or
    minimum prices shall not have been established on securities whose trades
    are reported by such service, or on any Trading Market, nor shall a banking
    moratorium have been declared either by the United States or New York State
    authorities.



ARTICLE III.

REPRESENTATIONS AND WARRANTIES

                3.1 Representations and Warranties of the Company. Except as set forth under the corresponding section of the
Disclosure Schedules delivered concurrently herewith, the Company hereby makes
the following representations and warranties as of the date hereof and as of the
Closing Date to each Purchaser:



                            (a) Subsidiaries. The Company has no direct or
    indirect subsidiaries. The Company owns, directly or indirectly, all of the
    capital stock of its Subsidiary free and clear of any lien, charge, security
    interest, encumbrance, right of first refusal or other restriction
    (collectively, "Liens"), and all the issued and outstanding shares of
    capital stock of each Subsidiary are validly issued and are fully paid,
    non-assessable and free of preemptive and similar rights. If the Company has
    no subsidiaries, any references to Subsidiaries in the Transaction Documents
    shall be disregarded.

                            (b) Organization and Qualification. Each of the
    Company and the Subsidiaries is an entity duly incorporated or otherwise
    organized, validly existing and in good standing under the laws of the
    jurisdiction of its incorporation or organization (as applicable), with the
    requisite corporate power and authority to own and use its properties and
    assets and to carry on its business as currently conducted. Neither the
    Company nor any Subsidiary is in violation of any of the provisions of its
    respective certificate or articles of incorporation, bylaws or other
    organizational or charter documents. Each of the Company and the
    Subsidiaries is duly qualified to conduct business and is in good standing
    as a foreign corporation or other entity in each jurisdiction in which the
    nature  

    5

    
    
of the business conducted or property owned by it makes such
    qualification necessary, except where the failure to be so qualified or in
    good standing, as the case may be, would not have or reasonably be expected
    to result in (i) a material adverse effect on the legality, validity or
    enforceability of any Transaction Document, (ii) a material adverse effect
    on the results of operations, assets, business or financial condition of the
    Company and the Subsidiaries, taken as a whole, or (iii) a material adverse
    effect on the Company's ability to perform in any material respect on a
    timely basis its obligations under any Transaction Document (any of (i),
    (ii) or (iii), a "Material Adverse Effect").

                            (c) Authorization; Enforcement. The Company has
    the requisite corporate power and authority to enter into and to consummate
    the transactions contemplated by each of the Transaction Documents and
    otherwise to carry out its obligations thereunder. The execution and
    delivery of each of the Transaction Documents by the Company and the
    consummation by it of the transactions contemplated thereby have been duly
    authorized by all necessary action on the part of the Company and no further
    action is required by the Company in connection therewith. Each Transaction
    Document has been (or upon delivery will have been) duly executed by the
    Company and, when delivered in accordance with the terms hereof, will
    constitute the valid and binding obligation of the Company enforceable
    against the Company in accordance with its terms except (i) as limited by
    applicable bankruptcy, insolvency, reorganization, moratorium and other laws
    of general application affecting enforcement of creditors' rights generally
    and (ii) as limited by laws relating to the availability of specific
    performance, injunctive relief or other equitable remedies, and (iii) with
    respect to the indemnification provisions set forth in the Registration
    Rights Agreement, as limited by public policy.

                            (d) No Conflicts. The execution, delivery and
    performance of the Transaction Documents by the Company and the consummation
    by the Company of the transactions contemplated thereby do not and will not
    (i) conflict with or violate any provision of the Company's or any
    Subsidiary's certificate or articles of incorporation, bylaws or other
    organizational or charter documents, or (ii) conflict with, or constitute a
    default (or an event that with notice or lapse of time or both would become
    a default) under, or give to others any rights of termination, amendment,
    acceleration or cancellation (with or without notice, lapse of time or both)
    of, any agreement, credit facility, debt or other instrument (evidencing a
    Company or Subsidiary debt or otherwise) or other understanding to which the
    Company or any Subsidiary is a party or by which any property or asset of
    the Company or any Subsidiary is bound or affected, or (iii) result in a
    violation of any law, rule, regulation, order, judgment, injunction, decree
    or other restriction of any court or governmental authority to which the
    Company or a Subsidiary is subject (including federal and state securities
    laws and regulations), or by which any property or asset of the Company or a
    Subsidiary is bound or affected; except in the case of each of clauses (ii)
    and (iii), such as would not have or reasonably be expected to result in a
    Material Adverse Effect.

                            (e) Filings, Consents and Approvals. The Company
    is not required to obtain any consent, waiver, authorization or order of,
    give any notice to, or make any filing or registration with, any court or
    other federal, state, local or other governmental authority or other Person
    in connection with the execution, delivery and performance by the Company of
    the Transaction Documents, other than (a) the filing with the Commission of

    

    6

    
    
the Registration Statement, the application(s) to each Trading Market for
    the listing of the Shares and Warrant Shares for trading thereon in the time
    and manner required thereby, and applicable Blue Sky filings, (b) such as
    have already been obtained or such exemptive filings as are required to be
    made under applicable securities laws, and (c) such other filings as may be
    required following the Closing Date under the Securities Act, the Exchange
    Act and corporate law.

                            (f) Issuance of the Securities. The Securities are
    duly authorized and, when issued and paid for in accordance with the
    Transaction Documents, will be duly and validly issued, fully paid and
    nonassessable, free and clear of all Liens. The Company has reserved from
    its duly authorized capital stock the maximum number of shares of Common
    Stock issuable pursuant to this Agreement and the Warrants.

                            (g) Capitalization. The capitalization of the
    Company is as described in the Company's most recent periodic report filed
    with the Commission. The Company has not issued any capital stock since such
    filing other than pursuant to the exercise of employee stock options under
    the Company's stock option plans and pursuant to the conversion or exercise
    of Common Stock Equivalents outstanding on the date hereof. No Person has
    any right of first refusal, preemptive right, right of participation, or any
    similar right to participate in the transactions contemplated by the
    Transaction Documents. Except as a result of the purchase and sale of the
    Securities and except for employee stock options under the Company's stock
    option plans, there are no outstanding options, warrants, script rights to
    subscribe to, calls or commitments of any character whatsoever relating to,
    or securities, rights or obligations convertible into or exchangeable for,
    or giving any Person any right to subscribe for or acquire, any shares of
    Common Stock, or contracts, commitments, understandings or arrangements by
    which the Company or any Subsidiary is or may become bound to issue
    additional shares of Common Stock, or securities or rights convertible or
    exchangeable into shares of Common Stock. The issue and sale of the
    Securities will not obligate the Company to issue shares of Common Stock or
    other securities to any Person (other than the Purchasers) and will not
    result in a right of any holder of Company securities to adjust the
    exercise, conversion, exchange or reset price under such securities.

                            (h) SEC Reports; Financial Statements. The Company
    has filed all reports required to be filed by it under the Securities Act
    and the Exchange Act, including pursuant to Section 13(a) or 15(d) of the
    Exchange Act, for the two years preceding the date hereof (or such shorter
    period as the Company was required by law to file such material) (the
    foregoing materials, including the exhibits thereto, being collectively
    referred to herein as the "SEC Reports" and, together with the
    Disclosure Schedules to this Agreement, the "Disclosure Materials")
    on a timely basis or has received a valid extension of such time of filing
    and has filed any such SEC Reports prior to the expiration of any such
    extension. As of their respective dates, the SEC Reports complied in all
    material respects with the requirements of the Securities Act and the
    Exchange Act and the rules and regulations of the Commission promulgated
    thereunder, as applicable, and none of the SEC Reports, when filed,
    contained any untrue statement of a material fact or omitted to state a
    material fact required to be stated therein or necessary in order to make
    the statements therein, in light of the circumstances under which they were
    made, not misleading. The financial statements of the Company included in
    the SEC 

    7

    
    
Reports comply in all material respects with applicable accounting
    requirements and the rules and regulations of the Commission with respect
    thereto as in effect at the time of filing. Such financial statements have
    been prepared in accordance with generally accepted accounting principles
    applied on a consistent basis during the periods involved ("GAAP"),
    except as may be otherwise specified in such financial statements or the
    notes thereto and except that unaudited financial statements may not contain
    all footnotes required by GAAP, and fairly present in all material respects
    the financial position of the Company and its consolidated subsidiaries as
    of and for the dates thereof and the results of operations and cash flows
    for the periods then ended, subject, in the case of unaudited statements, to
    normal, immaterial, year-end audit adjustments. 

                            (i) Material Changes. Since the date of the latest
    audited financial statements included within the SEC Reports, except as
    disclosed in the SEC Reports, (i) there has been no event, occurrence or
    development that has had or that could reasonably be expected to result in a
    Material Adverse Effect, (ii) the Company has not incurred any liabilities
    (contingent or otherwise) other than (A) trade payables and accrued expenses
    incurred in the ordinary course of business consistent with past practice
    and (B) liabilities not required to be reflected in the Company's financial
    statements pursuant to GAAP or required to be disclosed in filings made with
    the Commission, (iii) the Company has not altered its method of accounting,
    (iv) the Company has not declared or made any dividend or distribution of
    cash or other property to its stockholders or purchased, redeemed or made
    any agreements to purchase or redeem any shares of its capital stock and (v)
    the Company has not issued any equity securities to any officer, director or
    Affiliate, except pursuant to existing Company stock option plans. The
    Company does not have pending before the Commission any request for
    confidential treatment of information.

                            (j) Litigation. Except as disclosed in the SEC
    Reports, there is no action, suit, inquiry, notice of violation, proceeding
    or investigation pending or, to the knowledge of the Company, threatened
    against or affecting the Company, any Subsidiary or any of their respective
    properties before or by any court, arbitrator, governmental or
    administrative agency or regulatory authority (federal, state, county, local
    or foreign) (collectively, an "Action") which (i) adversely affects
    or challenges the legality, validity or enforceability of any of the
    Transaction Documents or the Securities or (ii) could, if there were an
    unfavorable decision, have or reasonably be expected to result in a Material
    Adverse Effect. Neither the Company nor any Subsidiary, nor, to the
    knowledge of the Company, any director or officer thereof, is or has been
    the subject of any Action involving a claim of violation of or liability
    under federal or state securities laws or a claim of breach of fiduciary
    duty. There has not been, and to the knowledge of the Company, there is not
    pending or contemplated, any investigation by the Commission involving the
    Company or any current or former director or officer of the Company. The
    Commission has not issued any stop order or other order suspending the
    effectiveness of any registration statement filed by the Company or any
    Subsidiary under the Exchange Act or the Securities Act.

                            (k) Labor Relations. No material labor dispute
    exists or, to the knowledge of the Company, is imminent with respect to any
    of the employees of the Company which could reasonably be expected to result
    in a Material Adverse Effect.

    8

    
    
                        (l) Compliance. Except as disclosed in the SEC
    Reports, neither the Company nor any Subsidiary (i) is in default under or
    in violation of (and no event has occurred that has not been waived that,
    with notice or lapse of time or both, would result in a default by the
    Company or any Subsidiary under), nor has the Company or any Subsidiary
    received notice of a claim that it is in default under or that it is in
    violation of, any indenture, loan or credit agreement or any other agreement
    or instrument to which it is a party or by which it or any of its properties
    is bound (whether or not such default or violation has been waived), (ii) is
    in violation of any order of any court, arbitrator or governmental body, or
    (iii) is or has been in violation of any statute, rule or regulation of any
    governmental authority, including without limitation all foreign, federal,
    state and local laws applicable to its business, except in the case of
    clauses (i), (ii) and (iii) as would not have or reasonably be expected to
    result in a Material Adverse Effect.

                            (m) Regulatory Permits. The Company and the
    Subsidiaries possess all certificates, authorizations and permits issued by
    the appropriate federal, state, local or foreign regulatory authorities
    necessary to conduct their respective businesses as described in the SEC
    Reports, except where the failure to possess such permits would not have or
    reasonably be expected to result in a Material Adverse Effect ("Material
    Permits"), and neither the Company nor any Subsidiary has received any
    notice of proceedings relating to the revocation or modification of any
    Material Permit.

                            (n) Title to Assets. The Company and the
    Subsidiaries have good and marketable title in fee simple to all real
    property owned by them that is material to the business of the Company and
    the Subsidiaries, taken as a whole, and good and marketable title in all
    personal property owned by them that is material to the business of the
    Company and the Subsidiaries, taken as a whole, in each case free and clear
    of all Liens, except for Liens as do not materially affect the value of such
    property and do not materially interfere with the use made and proposed to
    be made of such property by the Company and the Subsidiaries and Liens for
    the payment of federal, state or other taxes, the payment of which is
    neither delinquent nor subject to penalties. Any real property and
    facilities held under lease by the Company and the Subsidiaries are held by
    them under valid, subsisting and enforceable leases with which the Company
    and the Subsidiaries are in material compliance.

                            (o) Patents and Trademarks. To the knowledge of
    the Company and each Subsidiary, the Company and the Subsidiaries have, or
    have rights to use, all patents, patent applications, trademarks, trademark
    applications, service marks, trade names, copyrights, licenses and other
    similar rights that are necessary or material for use in connection with
    their respective businesses as described in the SEC Reports and which the
    failure to so have could have or reasonably be expected to result in a
    Material Adverse Effect (collectively, the "Intellectual Property Rights").
    Neither the Company nor any Subsidiary has received a written notice that
    the Intellectual Property Rights used by the Company or any Subsidiary
    violates or infringes the rights of any Person. To the knowledge of the
    Company, all such Intellectual Property Rights are enforceable.

                            (p) Insurance.
    The Company and the Subsidiaries currently hold no insurance but will use
    the proceeds to this financing to put in place insurance by insurers of
    recognized financial responsibility against such losses and risks and in
    such amounts as 

    9

    
    
are prudent and customary in the businesses (not less
    than $5 million) in which the Company and the Subsidiaries are engaged
    within 45 days of the Closing Date. Neither the Company nor any Subsidiary
    has any reason to believe that it will not be able to obtain such insurance
    or to renew its insurance coverage as and when such coverage expires or to
    obtain similar coverage from similar insurers as may be necessary to
    continue its business without a significant increase in cost. 

                            (q) Transactions With Affiliates and Employees.
    Except as set forth in the SEC Reports, none of the officers or directors of
    the Company and, to the knowledge of the Company, none of the employees of
    the Company is presently a party to any transaction with the Company or any
    Subsidiary (other than for services as employees, officers and directors),
    including any contract, agreement or other arrangement providing for the
    furnishing of services to or by, providing for rental of real or personal
    property to or from, or otherwise requiring payments to or from any officer,
    director or such employee or, to the knowledge of the Company, any entity in
    which any officer, director, or any such employee has a substantial interest
    or is an officer, director, trustee or partner, in each case in excess of
    $60,000 other than (a) for payment of salary or consulting fees for services
    rendered, (b) reimbursement for expenses incurred on behalf of the Company
    and (c) for other employee benefits, including stock option agreements under
    any stock option plan of the Company.

                            (r) Internal Accounting Controls. The Company and
    each of its subsidiaries maintains a system of internal accounting controls
    sufficient to provide reasonable assurance that (i) transactions are
    executed in accordance with management's general or specific authorizations,
    (ii) transactions are recorded as necessary to permit preparation of
    financial statements in conformity with GAAP and to maintain asset
    accountability, (iii) access to assets is permitted only in accordance with
    management's general or specific authorization, and (iv) the recorded
    accountability for assets is compared with the existing assets at reasonable
    intervals and appropriate action is taken with respect to any differences.
    The Company has established disclosure controls and procedures (as defined
    in Exchange Act Rules 13a-14 and 15d-14) for the Company and designed such
    disclosure controls and procedures to ensure that material information
    relating to the Company, including its subsidiaries, is made known to the
    certifying officers by others within those entities, particularly during the
    period in which the Company's Form 10-K or 10-Q, as the case may be, is
    being prepared.

                            (s) Certain Fees. No brokerage or finder's fees or
    commissions are or will be payable by the Company to any broker, financial
    advisor or consultant, finder, placement agent, investment banker, bank or
    other Person with respect to the transactions contemplated by this
    Agreement. The Purchasers shall have no obligation with respect to any fees
    or with respect to any claims made by or on behalf of other Persons for fees
    of a type contemplated in this Section that may be due in connection with
    the transactions contemplated by this Agreement.

                            (t) Private Placement.
    Assuming the accuracy of the Purchasers representations and warranties set
    forth in Section 3.2, no registration under the Securities Act is required
    for the offer and sale of the Securities by the Company to the Purchasers 

    10

    
    
as contemplated hereby. The issuance and sale of the
    Securities hereunder does not contravene the rules and regulations of the
    Trading Market.

                            (u) Investment Company. The Company is not, and is
    not an Affiliate of, an "investment company" within the meaning of the
    Investment Company Act of 1940, as amended.

                            (v) Registration Rights. No Person has any right
    to cause the Company to effect the registration under the Securities Act of
    any securities of the Company.

                            (w) Listing and Maintenance Requirements. The
    Company has not, in the 12 months preceding the date hereof, received notice
    from any Trading Market on which the Common Stock is or has been listed or
    quoted to the effect that the Company is not in compliance with the listing
    or maintenance requirements of such Trading Market. The Company is, and has
    no reason to believe that it will not in the foreseeable future continue to
    be, in compliance with all such listing and maintenance requirements.

                            (x) Application of Takeover Protections. The
    Company and its Board of Directors have taken all necessary action, if any,
    in order to render inapplicable any control share acquisition, business
    combination, poison pill (including any distribution under a rights
    agreement) or other similar anti-takeover provision under the Company's
    Certificate of Incorporation (or similar charter documents) or the laws of
    its state of incorporation that is or could become applicable to the
    Purchasers as a result of the Purchasers and the Company fulfilling their
    obligations or exercising their rights under the Transaction Documents,
    including without limitation the Company's issuance of the Securities and
    the Purchasers' ownership of the Securities.

                            (y) Disclosure. The Company confirms that, neither
    the Company nor any other Person acting on its behalf has provided any of
    the Purchasers or their agents or counsel with any information that
    constitutes or might constitute material, non-public information. The
    Company understands and confirms that the Purchasers will rely on the
    foregoing representations and covenants in effecting transactions in
    securities of the Company. All disclosure provided to the Purchasers
    regarding the Company, its business and the transactions contemplated
    hereby, including the Disclosure Schedules to this Agreement, furnished by
    or on behalf of the Company are true and correct and do not contain any
    untrue statement of a material fact or omit to state any material fact
    necessary in order to make the statements made therein, in light of the
    circumstances under which they were made, not misleading.

                            (z) 
    No Integrated Offering. Neither the Company, nor any of its
    affiliates, nor any Person acting on its or their behalf has, directly or
    indirectly, made any offers or sales of any security or solicited any offers
    to buy any security, under circumstances that would cause this offering of
    the Securities to be integrated with prior offerings by the Company for
    purposes of the Securities Act or any applicable shareholder approval
    provisions, including, without limitation, under the rules and regulations
    of any exchange or automated quotation system on which any of the securities
    of the Company are listed or designated.
    


    11

    
    
                        (aa) Solvency. Based on the financial condition of
    the Company as of the Closing Date, (i) the Company's fair saleable value of
    its assets exceeds the amount that will be required to be paid on or in
    respect of the Company's existing debts and other liabilities (including
    known contingent liabilities) as they mature; (ii) the Company's assets do
    not constitute unreasonably small capital to carry on its business for the
    current fiscal year as now conducted and as proposed to be conducted
    including its capital needs taking into account the particular capital
    requirements of the business conducted by the Company, and projected capital
    requirements and capital availability thereof, and including the anticipated
    proceeds of the sale of the Securities; and (iii) the current cash flow of
    the Company, together with the proceeds the Company would receive, were it
    to liquidate all of its assets, after taking into account all anticipated
    uses of the cash, would be sufficient to pay all amounts on or in respect of
    its debt when such amounts are required to be paid. The Company does not
    intend to incur debts beyond its ability to pay such debts as they mature
    (taking into account the timing and amounts of cash to be payable on or in
    respect of its debt).



                3.2 Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other
Purchaser, represents and warrants as of the date hereof and as of the Closing
Date to the Company as follows:



                            (a) Organization; Authority. Such Purchaser is an
    entity duly organized, validly existing and in good standing under the laws
    of the jurisdiction of its organization with full right, corporate or
    partnership power and authority to enter into and to consummate the
    transactions contemplated by the Transaction Documents and otherwise to
    carry out its obligations thereunder. The execution, delivery and
    performance by such Purchaser of the transactions contemplated by this
    Agreement has been duly authorized by all necessary corporate or similar
    action on the part of such Purchaser. Each Transaction Document to which it
    is a party has been duly executed by such Purchaser, and when delivered by
    such Purchaser in accordance with the terms hereof, will constitute the
    valid and legally binding obligation of such Purchaser, enforceable against
    it in accordance with its terms.

                            (b) Investment Intent. Such Purchaser understands
    that the Securities are "restricted securities" and have not been registered
    under the Securities Act or any applicable state securities law and is
    acquiring the Securities as principal for its own account for investment
    purposes only and not with a view to or for distributing or reselling such
    Securities or any part thereof, has no present intention of distributing any
    of such Securities and has no arrangement or understanding with any other
    persons regarding the distribution of such Securities (this representation
    and warranty not limiting such Purchaser's right to sell the Securities
    pursuant to the Registration Statement or otherwise in compliance with
    applicable federal and state securities laws). Such Purchaser is acquiring
    the Securities hereunder in the ordinary course of its business. Such
    Purchaser does not have any agreement or understanding, directly or
    indirectly, with any Person to distribute any of the Securities.

                            (c) Purchaser Status.
    At the time such Purchaser was offered the Securities, it was, and at the
    date hereof it is an "accredited investor" as defined in Rule 501(a) under 

    12

    
    
the Securities Act. Such Purchaser is not required to be
    registered as a broker-dealer under Section 15 of the Exchange Act. 

                            (d) Experience of Such Purchaser. Such Purchaser,
    either alone or together with its representatives, has such knowledge,
    sophistication and experience in business and financial matters so as to be
    capable of evaluating the merits and risks of the prospective investment in
    the Securities, and has so evaluated the merits and risks of such
    investment. Such Purchaser is able to bear the economic risk of an
    investment in the Securities and, at the present time, is able to afford a
    complete loss of such investment.

                            (e) General Solicitation. Such Purchaser is not
    purchasing the Securities as a result of any advertisement, article, notice
    or other communication regarding the Securities published in any newspaper,
    magazine or similar media or broadcast over television or radio or presented
    at any seminar or any other general solicitation or general advertisement.

                            (f) Compliance with the Securities Laws. Such
    Purchaser agrees to comply with the requirements of Regulation M, if
    applicable, with respect to the sale of the Shares by the Purchaser. Such
    Purchaser hereby confirms its understanding that it may not cover short
    sales made prior to the Effective Date with Shares registered for resale on
    the Registration Statement. The Purchaser acknowledges that it does not
    intend to cover short positions made by it before the Effective Date with
    Shares held by it and registered on the Registration Statement.



                The Company acknowledges and agrees that each Purchaser does
not make or has not made any representations or warranties with respect to the
transactions contemplated hereby other than those specifically set forth in this
Section 3.2.

ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES

                4.1 Transfer Restrictions. 






    
                            (a) The Securities may only be disposed of in compliance
    with state and federal securities laws. In connection with any transfer of
    Securities other than pursuant to an effective registration statement, to
    the Company, to an Affiliate of a Purchaser or in connection with a pledge
    as contemplated in Section 4.1(b), the Company may require the transferor
    thereof to provide to the Company an opinion of counsel selected by the
    transferor, the form and substance of which opinion shall be reasonably
    satisfactory to the Company, to the effect that such transfer does not
    require registration of such transferred Securities under the Securities
    Act. As a condition of transfer, any such transferee shall agree in writing
    to be bound by the terms of this Agreement and shall have the rights of a
    Purchaser under this Agreement and the Registration Rights Agreement.

                            (b) The Purchasers agree to the imprinting, so long as is
    required by this Section 4.1(b), of a legend on any of the Securities in the
    following form:



        THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE
        SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES 



        13



    


        
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION
        FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
        "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
        PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
        OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
        SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
        ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL
        OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF
        WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES
        MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A
        REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT
        IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a) UNDER THE
        SECURITIES ACT.



                            The Company acknowledges and agrees that a Purchaser may
    from time to time pledge pursuant to a bona fide margin agreement with a
    registered broker-dealer or grant a security interest in some or all of the
    Securities to a financial institution that is an "accredited investor" as
    defined in Rule 501(a) under the Securities Act and, if required under the
    terms of such arrangement, such Purchaser may transfer pledged or secured
    Securities to the pledgees or secured parties. Such a pledge or transfer
    would not be subject to approval of the Company and no legal opinion of
    legal counsel of the pledgee, secured party or pledgor shall be required in
    connection therewith. Further, no notice shall be required of such pledge.
    At the appropriate Purchaser's expense, the Company will execute and deliver
    such reasonable documentation as a pledgee or secured party of Securities
    may reasonably request in connection with a pledge or transfer of the
    Securities, including the preparation and filing of any required prospectus
    supplement under Rule 424(b)(3) under the Securities Act or other applicable
    provision of the Securities Act to appropriately amend the list of Selling
    Stockholders thereunder.

                            (c) Certificates evidencing the Shares and Warrant Shares
    shall not contain any legend (including the legend set forth in Section
    4.1(b)), (i) while a registration statement (including the Registration
    Statement) covering the resale of such security is effective under the
    Securities Act, or (ii) following any sale of such Shares or Warrant Shares
    pursuant to Rule 144, or (iii) if such Shares or Warrant Shares are eligible
    for sale under Rule 144(k), or (iv) if such legend is not required under
    applicable regulation of the Securities Act (including judicial
    interpretations and pronouncements issued by the Staff of the Commission).
    The Company shall cause its counsel to issue a legal opinion to the
    Company's transfer agent promptly after the Effective Date if required by
    the Company's transfer agent to effect the removal of the legend hereunder.
    If all or any portion of a Warrant is exercised at a time when there is an
    effective registration statement to cover the resale of the Warrant Shares,
    such Warrant Shares shall be issued free of all legends. The Company agrees
    that following the Effective Date or at such time as such legend is no
    longer required under this Section 4.1(c), it will, no later than three
    Trading Days following the delivery by a Purchaser to the Company or the
    Company's transfer agent of a certificate representing Shares or Warrant
    Shares, as the case may be, issued with a 

    14

    
    
restrictive legend, deliver or cause to be delivered to
    such Purchaser a certificate representing such Securities that is free from
    all restrictive and other legends. The Company may not make any notation on
    its records or give instructions to any transfer agent of the Company that
    enlarge the restrictions on transfer set forth in this Section.

                            (d) In addition to such Purchaser's other available
    remedies, the Company shall pay to a Purchaser, in cash, as liquidated
    damages and not as a penalty, for each $1,000 of Shares or Warrant Shares
    (based on the Closing Price of the Common Stock on the date such Securities
    are submitted to the Company's transfer agent) subject to Section 4.1(c),
    $10 per Trading Day (increasing to $20 per Trading Day five (5) Trading Days
    after such damages have begun to accrue) for each Trading Day after eighth
    (8th) Trading Day following the delivery by a Purchaser to the
    Company or the Company's transfer agent of a certificate representing Shares
    or Warrant Shares, as the case may be, issued with a restrictive legend and
    subject to legend removal pursuant to Section 4.1(c) until such certificate
    is delivered. Nothing herein shall limit such Purchaser's right to pursue
    actual damages for the Company's failure to deliver certificates
    representing any Securities as required by the Transaction Documents, and
    such Purchaser shall have the right to pursue all remedies available to it
    at law or in equity including, without limitation, a decree of specific
    performance and/or injunctive relief.

                            (e) Each Purchaser severally and not jointly agrees that
    the removal of the restrictive legend from certificates representing
    Securities as set forth in this Section 4.1 is predicated upon the Company's
    reliance that the Purchaser will sell any Securities pursuant to either the
    registration requirements of the Securities Act, including any applicable
    prospectus delivery requirements, or an exemption therefrom.



                4.2 Furnishing of Information. As long as any Purchaser owns Securities, the Company
covenants to timely file (or obtain extensions in respect thereof and file
within the applicable grace period) all reports required to be filed by the
Company after the date hereof pursuant to the Exchange Act. Upon the request of
any such holder of Securities, the Company shall deliver to such holder a
written certification of a duly authorized officer as to whether it has complied
with the preceding sentence. As long as any Purchaser owns Securities, if the
Company is not required to file reports pursuant to the Exchange Act, it will
prepare and furnish to the Purchasers and make publicly available in accordance
with Rule 144(c) such information as is required for the Purchasers to sell the
Securities under Rule 144. The Company further covenants that it will take such
further action as any holder of Securities may reasonably request, all to the
extent required from time to time to enable such Person to sell such Securities
without registration under the Securities Act within the limitation of the
exemptions provided by Rule 144.

                4.3 Integration. The Company shall not sell, offer for sale or solicit
offers to buy or otherwise negotiate in respect of any security (as defined in
Section 2 of the Securities Act) that would be integrated with the offer or sale
of the Securities in a manner that would require the registration under the
Securities Act of the sale of the Securities to the Purchasers or that would be
integrated with the offer or sale of the Securities for purposes of the rules
and regulations of any Trading Market.

15



                4.4 Participation in Future Financing. From the date
hereof until 18 months following the Effective Date, the Company shall not
effect a financing of its Common Stock or Common Stock Equivalents (a "Subsequent
Financing") unless (i) the Company delivers to each of the Purchasers
hereunder a written notice at least 5 Trading Days prior to the closing of such
Subsequent Financing (the "Subsequent Financing Notice") of its intention
to effect such Subsequent Financing, which Subsequent Financing Notice shall
describe in reasonable detail the proposed terms of such Subsequent Financing,
the amount of proceeds intended to be raised thereunder, the Person with whom
such Subsequent Financing is proposed to be effected, and attached to which
shall be a term sheet or similar document relating thereto and (ii) such
Purchaser shall not have notified the Company by 6:30 p.m. (New York City time)
on the fifth (5th) Trading Day after its receipt of the Subsequent
Financing Notice of its willingness to provide (or to cause its designee to
provide), subject to completion of mutually acceptable documentation, all or
part of such financing to the Company on the same terms set forth in the
Subsequent Financing Notice. If one or more Purchasers shall fail to so notify
the Company of their willingness to participate in the Subsequent Financing, the
Company may effect the remaining portion of such Subsequent Financing on the
terms and to the Persons set forth in the Subsequent Financing Notice; provided
that the Company must provide the Purchasers with a second Subsequent Financing
Notice, and the Purchasers will again have the right of first refusal set forth
above in this Section 4.4, if the Subsequent Financing subject to the initial
Subsequent Financing Notice is not consummated for any reason on the terms set
forth in such Subsequent Financing Notice within 60 Trading Days after the date
of the initial Subsequent Financing Notice with the Person identified in the
Subsequent Financing Notice; provided that the prior notice period for any such
second notice of a Subsequent Financing shall be reduced to 2 Trading Days. In
the event the Company receives responses to Subsequent Financing Notices from
Purchasers seeking to purchase more than the financing sought by the Company in
the Subsequent Financing such Purchasers shall have the right to purchase their
Pro Rata Portion (as defined below) of the Common Stock or Common Stock
Equivalents to be issued in such Subsequent Financing. "Pro Rata Portion"
is the ratio of (x) such Purchaser's Subscription Amount and (y) the aggregate
sum of all of the Subscription Amounts. If any Purchaser no longer holds any
Shares, then the Pro Rata Portions shall be re-allocated among the remaining
Purchasers. Notwithstanding anything to the contrary herein, this Section 4.4
shall not apply to the following: (a) the granting of options to employees,
officers and directors of the Company pursuant to any stock option plan duly
adopted by a majority of the non-employee members of the Board of Directors of
the Company or a majority of the members of a committee of non-employee
directors established for such purpose, or (b) the exercise of any security
issued by the Company in connection with the offer and sale of the Company's
securities pursuant to this Agreement, or (c) the exercise of or conversion of
any convertible securities, options or warrants issued and outstanding on the
date hereof, provided such securities have not been amended since the date
hereof, or (d) acquisitions or strategic investments, the primary purpose of
which is not to raise capital.

                4.5 Securities Laws Disclosure; Publicity. The Company
shall, by 8:30 a.m. Eastern time on the 2nd Business Day following
the date of this Agreement, issue a press release or file a Current Report on
Form 8-K, in each case reasonably acceptable to each Purchaser disclosing the
transactions contemplated hereby and make such other filings and notices in the
manner and time required by the Commission. The Company and each Purchaser shall
consult with each other in issuing any press releases with respect to the
transactions contemplated hereby, and neither the Company nor any Purchaser
shall issue any such press release or otherwise make any such  

16



public statement
without the prior consent of the Company, with respect to any press release of
any Purchaser, or without the prior consent of each Purchaser, with respect to
any press release of the Company, which consent shall not unreasonably be
withheld, except if such disclosure is required by law, in which case the
disclosing party shall promptly provide the other party with prior notice of
such public statement or communication. Notwithstanding the foregoing, the
Company shall not publicly disclose the name of any Purchaser, or include the
name of any Purchaser in any filing with the Commission or any regulatory agency
or Trading Market, without the prior written consent of such Purchaser, except
(i) as required by federal securities law in connection with the registration
statement contemplated by the Registration Rights Agreement and (ii) to the
extent such disclosure is required by law or Trading Market regulations, in
which case the Company shall provide the Purchasers with prior notice of such
disclosure permitted under subclause (i) or (ii).

                4.6 Shareholders Rights Plan. No claim will be made or
enforced by the Company or any other Person that any Purchaser is an "Acquiring
Person" under any shareholders rights plan or similar plan or arrangement in
effect or hereafter adopted by the Company, or that any Purchaser could be
deemed to trigger the provisions of any such plan or arrangement, by virtue of
receiving Securities under the Transaction Documents or under any other
agreement between the Company and the Purchasers.

                4.7 Non-Public Information. The Company covenants and
agrees that neither it nor any other Person acting on its behalf will provide
any Purchaser or its agents or counsel with any information that the Company
believes constitutes material non-public information, unless prior thereto such
Purchaser shall have executed a written agreement regarding the confidentiality
and use of such information. The Company understands and confirms that each
Purchaser shall be relying on the foregoing representations in effecting
transactions in securities of the Company.

                4.8 Use of Proceeds. Except as set forth on Schedule
4.8 attached hereto, the Company shall use the net proceeds from the sale of the
Securities hereunder for working capital purposes and not for the satisfaction
of any portion of the Company's debt (other than payment of trade payables in
the ordinary course of the Company's business and prior practices), to redeem
any Company equity or equity-equivalent securities or to settle any outstanding
litigation.

                4.9 Reimbursement.
If any Purchaser becomes involved in any capacity in any Proceeding by or
against any Person who is a stockholder of the Company (except as a result of
sales, pledges, margin sales and similar transactions by such Purchaser to or
with any current stockholder), solely as a result of such Purchaser's
acquisition of the Securities under this Agreement, the Company will reimburse
such Purchaser for its reasonable legal and other expenses (including the cost
of any investigation preparation and travel in connection therewith) incurred in
connection therewith, as such expenses are incurred. The reimbursement
obligations of the Company under this paragraph shall be in addition to any
liability which the Company may otherwise have, shall extend upon the same terms
and conditions to any Affiliates of the Purchasers who are actually named in
such action, proceeding or investigation, and partners, directors, agents,
employees and controlling persons (if any), as the case may be, of the
Purchasers and any such Affiliate, and shall be binding upon and inure to the
benefit of any successors, assigns, heirs and personal representatives of the
Company, the Purchasers and any such Affiliate and any such Person. The Company
also agrees that neither the Purchasers nor 

17



any such Affiliates, partners, directors, agents, employees
or controlling persons shall have any liability to the Company or any Person
asserting claims on behalf of or in right of the Company solely as a result of
acquiring the Securities under this Agreement.

                4.10 Indemnification of Purchasers. The Company will
indemnify and hold the Purchasers and their directors, officers, shareholders,
partners, employees and agents (each, a "Purchaser Party") harmless from
any and all losses, liabilities, obligations, claims, contingencies, damages,
costs and expenses, including all judgments, amounts paid in settlements, court
costs and reasonable attorneys' fees and costs of investigation that any such
Purchaser Party may suffer or incur as a result of or relating to: (a) any
misrepresentation, breach or inaccuracy, or any allegation by a third party
that, if true, would constitute a breach or inaccuracy, of any of the
representations, warranties, covenants or agreements made by the Company in this
Agreement or in the other Transaction Documents; or (b) any cause of action,
suit or claim brought or made against such Purchaser Party and arising solely
out of or solely resulting from the execution, delivery, performance or
enforcement of this Agreement or any of the other Transaction Documents and
without causation by any other activity, obligation, condition or liability
pertaining to such Purchaser. The Company will reimburse such Purchaser for its
reasonable legal and other expenses (including the cost of any investigation,
preparation and travel in connection therewith) incurred in connection
therewith, as such expenses are incurred.

                4.11 
Reservation of Common Stock.    As of the date hereof, the Company has reserved and the
Company shall continue to reserve and keep available at all times, free of
preemptive rights, a sufficient number of shares of Common Stock for the purpose
of enabling the Company to issue Shares pursuant to this Agreement and Warrant
Shares pursuant to the Warrants. 



                4.12 
Listing of Common Stock.  The Company hereby agrees to use commercially reasonable
efforts to maintain the listing of the Common Stock on the Trading Market, and
as soon as reasonably practicable following the Closing (but not later than the
earlier of the Effective Date and the first anniversary of the Closing Date) to
list the applicable Shares and Warrant Shares on the Trading Market. The Company
further agrees, if the Company applies to have the Common Stock traded on any
other Trading Market, it will include in such application the Shares and Warrant
Shares, and will take such other action as is necessary or desirable in the
opinion of the Purchasers to cause the Shares and Warrant Shares to be listed on
such other Trading Market as promptly as possible. The Company will take all
action reasonably necessary to continue the listing and trading of its Common
Stock on a Trading Market and will comply in all respects with the Company's
reporting, filing and other obligations under the bylaws or rules of the Trading
Market.

                4.13 Subsequent Equity Sales.
From the date hereof until 30 days after the Effective Date, neither the Company
nor any Subsidiary shall issue additional shares of Common Stock or Common Stock
Equivalents for an effective per share purchase price equal to or less than the
Per Share Purchase Price. Notwithstanding anything to the contrary herein, this
Section 4.13 shall not apply to the following (a) the granting of options to
employees, officers and directors of the Company pursuant to any stock option
plan duly adopted by a majority of the non-employee members of the Board of
Directors of the Company or a majority of the members of a committee of
non-employee directors established for such purpose, or (b) the exercise of any
security issued by the Company in connection with the offer and sale of the
Company's securities pursuant to

18



 this Agreement, or (c) the exercise of or conversion of
any convertible securities, options or warrants issued and outstanding on the
date hereof, provided such securities have not been amended since the date
hereof, or (d) acquisitions or strategic investments, the primary purpose of
which is not to raise capital, or (e) the one-time issuance of Common Stock or
Common Stock Equivalents for an aggregate purchase price of up to $10,000,000
less the aggregate Subscription Amounts raised hereunder, or (f) a transaction
pursuant to which each Purchaser has given its consent, which consent shall not
be unreasonably withheld.



ARTICLE V.

MISCELLANEOUS

                5.1 Fees and Expenses. The Company agrees to pay
$12,000 to Crestview Capital Funds ("Crestview") for its legal and due
diligence fees and expenses incurred in connection with the investigation and
negotiation of the transaction and the preparation and negotiation of the
Transaction Documents. Accordingly, in lieu of the foregoing payments, the
Company, on the Closing Date, hereby directs that the Subscription Amount paid
by Crestview hereunder will be reduced by $12,000. Except as otherwise set forth
in this Agreement, each party shall pay the fees and expenses of its advisers,
counsel, accountants and other experts, if any, and all other expenses incurred
by such party incident to the negotiation, preparation, execution, delivery and
performance of this Agreement. The Company shall pay all stamp and other taxes
and duties levied in connection with the sale of the Securities.

                5.2 Entire Agreement. The Transaction Documents,
together with the exhibits and schedules thereto, contain the entire
understanding of the parties with respect to the subject matter hereof and
supersede all prior agreements and understandings, oral or written, with respect
to such matters, which the parties acknowledge have been merged into such
documents, exhibits and schedules. 

                5.4 Notices. Any and all notices or other
communications or deliveries required or permitted to be provided hereunder
shall be in writing and shall be deemed given and effective on the earliest of
(a) the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile number specified on the signature pages attached
hereto prior to 6:30 p.m. (New York City time) on a Trading Day, (b) the next
Trading Day after the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile number on the signature pages attached
hereto on a day that is not a Trading Day or later than 6:30 p.m. (New York City
time) on any Trading Day, (c) the Trading Day following the date of mailing, if
sent by U.S. nationally recognized overnight courier service, or (d) upon actual
receipt by the party to whom such notice is required to be given. The address
for such notices and communications shall be as set forth on the signature pages
attached hereto.





                5.5 Amendments; Waivers.
No provision of this Agreement may be waived or amended except in a written
instrument signed, in the case of an amendment, by the Company and each
Purchaser or, in the case of a waiver, by the party against whom enforcement of
any such waiver is sought. No waiver of any default with respect to any
provision, condition or requirement 

19



of this Agreement shall be deemed to be a continuing waiver
in the future or a waiver of any subsequent default or a waiver of any other
provision, condition or requirement hereof, nor shall any delay or omission of
either party to exercise any right hereunder in any manner impair the exercise
of any such right.

                5.6 Construction. The headings herein are for
convenience only, do not constitute a part of this Agreement and shall not be
deemed to limit or affect any of the provisions hereof. The language used in
this Agreement will be deemed to be the language chosen by the parties to
express their mutual intent, and no rules of strict construction will be applied
against any party.

                5.7 Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties and their successors and permitted assigns. The Company
may not assign this Agreement or any rights or obligations hereunder without the
prior written consent of each Purchaser. Any Purchaser may assign any or all of
its rights under this Agreement to any Person, provided such transferee agrees
in writing to be bound, with respect to the transferred Securities, by the
provisions hereof that apply to the "Purchasers".

                5.8 No Third-Party Beneficiaries. This Agreement is
intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision
hereof be enforced by, any other Person, except as otherwise set forth in
Sections 4.9 and 4.10.

                5.9 Governing Law. All questions concerning the
construction, validity, enforcement and interpretation of the Transaction
Documents shall be governed by and construed and enforced in accordance with the
internal laws of the State of New York, without regard to the principles of
conflicts of law thereof. Each party agrees that all legal proceedings
concerning the interpretations, enforcement and defense of the transactions
contemplated by this Agreement and any other Transaction Documents (whether
brought against a party hereto or its respective affiliates, directors,
officers, shareholders, employees or agents) shall be commenced exclusively in
the state and federal courts sitting in the City of New York. Each party hereto
hereby irrevocably submits to the exclusive jurisdiction of the state and
federal courts sitting in the City of New York, New York for the adjudication of
any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein (including with respect to the
enforcement of any of the Transaction Documents), and hereby irrevocably waives,
and agrees not to assert in any suit, action or proceeding, any claim that it is
not personally subject to the jurisdiction of any such court, that such suit,
action or proceeding is improper. Each party hereto hereby irrevocably waives
personal service of process and consents to process being served in any such
suit, action or proceeding by delivering a copy thereof via overnight delivery
(with evidence of delivery) to such party at the address in effect for notices
to it under this Agreement and agrees that such service shall constitute good
and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner
permitted by law. Each party hereto (including its affiliates, agents, officers,
directors and employees) hereby irrevocably waives, to the fullest extent
permitted by applicable law, any and all right to trial by jury in any legal
proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby. If either party shall commence an action or proceeding to
enforce any provisions of a Transaction Document, then the prevailing party in
such action or proceeding shall be reimbursed by the other party for its
attorneys fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such action or proceeding.

20



                5.10 Survival. The representations, warranties,
agreements and covenants contained herein shall survive the Closing and delivery
of the Shares.

                5.11 Execution. This Agreement may be executed in two
or more counterparts, all of which when taken together shall be considered one
and the same agreement and shall become effective when counterparts have been
signed by each party and delivered to the other party, it being understood that
both parties need not sign the same counterpart. In the event that any signature
is delivered by facsimile transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile signature page
were an original thereof.

                5.12 Severability. If any provision of this Agreement
is held to be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Agreement shall not
in any way be affected or impaired thereby and the parties will attempt to agree
upon a valid and enforceable provision that is a reasonable substitute therefor,
and upon so agreeing, shall incorporate such substitute provision in this
Agreement.

                5.13 Replacement of Securities. If any certificate or
instrument evidencing any Securities is mutilated, lost, stolen or destroyed,
the Company shall issue or cause to be issued in exchange and substitution for
and upon cancellation thereof, or in lieu of and substitution therefor, a new
certificate or instrument, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction and customary and
reasonable indemnity, if requested. The applicants for a new certificate or
instrument under such circumstances shall also pay any reasonable third-party
costs associated with the issuance of such replacement Securities.

                5.14 Remedies. In addition to being entitled to
exercise all rights provided herein or granted by law, including recovery of
damages, each of the Purchasers and the Company will be entitled to specific
performance under the Transaction Documents. The parties agree that monetary
damages may not be adequate compensation for any loss incurred by reason of any
breach of obligations described in the foregoing sentence and hereby agrees to
waive in any action for specific performance of any such obligation the defense
that a remedy at law would be adequate.

                5.15 Payment Set Aside. To the extent that the Company
makes a payment or payments to any Purchaser pursuant to any Transaction
Document or a Purchaser enforces or exercises its rights thereunder, and such
payment or payments or the proceeds of such enforcement or exercise or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential,
set aside, recovered from, disgorged by or are required to be refunded, repaid
or otherwise restored to the Company, a trustee, receiver or any other person
under any law (including, without limitation, any bankruptcy law, state or
federal law, common law or equitable cause of action), then to the extent of any
such restoration the obligation or part thereof originally intended to be
satisfied shall, to the extent permissible under applicable law, be revived and
continued in full force and effect as if such payment had not been made or such
enforcement or setoff had not occurred.

                5.16 Independent Nature of Purchasers' Obligations and
Rights. The obligations of each Purchaser under any Transaction
Document are several and not joint with the obligations of any other Purchaser,
and no Purchaser shall be responsible in any way for the performance of the

21



obligations of any other Purchaser under any Transaction Document. Nothing
contained herein or in any Transaction Document, and no action taken by any
Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a
partnership, an association, a joint venture or any other kind of entity, or
create a presumption that the Purchasers are in any way acting in concert or as
a group with respect to such obligations or the transactions contemplated by the
Transaction Document. Each Purchaser shall be entitled to independently protect
and enforce its rights, including without limitation, the rights arising out of
this Agreement or out of the other Transaction Documents, and it shall not be
necessary for any other Purchaser to be joined as an additional party in any
proceeding for such purpose. Each Purchaser has been represented by its own
separate legal counsel in their review and negotiation of the Transaction
Documents. For reasons of administrative convenience only, Purchasers and their
respective counsel have chosen to communicate with the Company through Feldman
Weinstein LLP. Feldman Weinstein LLP does not represent the Purchasers in this
transaction but only Crestview. The Company has elected to provide all
Purchasers with the same terms and Transaction Documents for the convenience of
the Company and not because it was required or requested to do so by the
Purchasers.


(Signature Page Follows)


22





                IN WITNESS WHEREOF, the parties hereto have caused this
Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.

	

    DDS TECHNOLOGIES USA, INC.	
Address for Notice:

    
	 	
150 East Palmetto Park Road



    
	 	


    Suite 510 



    
	 	
Boca Raton, Florida 33432

    
	By:/s/ Joseph Fasciglione	
Attn: 

    
	Name: Joseph Fasciglione 	
Tel: (561) 750-4450

    
	Title: Chief Financial Officer 	
 

    


 

	 	

Worthington Growth L.P.
     

    	 
	 	










                	 
	 	








                
                By:/s/ Clifford W. Henry
                
     

                	 
	 	
                
                Name: Clifford W. Henry

                	 
	 	
                
                Title: General Partner
     







    	 
	 	 	 
	 	






    Subscription
    Amount: $175,000

    	 
	 	 	 
	 	






                
    






                CD Investment Partners Ltd.
     

                	 
	 	
                

                	 
	 	
                
                By:/s/ John Ziegelman

                	 
	 	
                
                Name: John Ziegelman

                	 
	 	
                
                Title: Director







    	 
	 	 	 
	 	






    Subscription
    Amount: $125,000







                	 
	 	 	 
	 	
                






                
                EDJ Limited
     

                	 
	 	
                

                	 
	 	
                
                By: /s/ Jeffrey H. Porter

                	 
	 	
                
                Name: Jeffrey H. Porter

                	 
	 	
                
                Title: Trading Advisor







    	 
	 	 	 
	 	






    Subscription
    Amount: $49,000

    	 
	 	
    

    	 
	 	
                






                
                Porter Partners, L.P. 
    

                	 
	 	
                

                	 
	 	
                
                By: /s/ Jeffrey H. Porter

                	 
	 	
                
                Name: Jeffrey H. Porter

                	 
	 	
                
                Title: Partner







    	 
	 	 	 
	 	






    Subscription
    Amount: $196,000

    	 
	 	
     







                	 
	 	
                






                
                Nob Hill Capital Partners, L.P.
     

                	 
	 	
                

                	 
	 	
                
                By: /s/ Steve Mittel

                	 


23


	 	
                
                Name: Steve Mittel

                	 
	 	
                
                Title: General Partner
     







    	 
	 	 	 
	 	






    Subscription
    Amount: $175,000

    	 
	 	
    







                	 
	 	
                






                
                Adams Select Fund Choice Investment Management
     

                
	 	
                

                	 
	 	
                
                By: /s/ Jamie Cornelsehn

                	 
	 	
                
                Name: Jamie Cornelsehn

                	 
	 	
                
                Title: CEO







    	 
	 	 	 
	 	






    Subscription
    Amount: $100,000

    	 
	 	
    







                	 
	 	
                






                
                Omicron Capital
     

                	 
	 	
                

                	 
	 	
                
                By: /s/ Bruce Bernstein

                	 
	 	
                
                Name: Bruce Bernstein

                	 
	 	
                
                Title:
     







    	 
	 	 	 
	 	






    Subscription
    Amount: $300,000

    	 
	 	






     	 
	 	






    By: /s/Paul J. Duggan	 
	 	






    Name:  Paul J. Duggan	 
	 	






     	 
	 	






    Subscription Amount: $252,000	 



    






24