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Exhibit 4.1

                          SECURITIES PURCHASE AGREEMENT

         THIS SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of June
25,  2003,  by and among  PICK-UPS  PLUS  INC.,  a Delaware  corporation,  with
headquarters  located at 4360 Ferguson Drive - Suite 120 Cincinnati,  Ohio 45245
(the   "COMPANY"),   and  the  Buyers  listed  on  Schedule  I  attached  hereto
(individually, a "BUYER" or collectively "BUYERS").


                                   WITNESSETH:

         WHEREAS, the Company and the Buyer(s) are executing and delivering this
Agreement in reliance upon an exemption from securities registration pursuant to
Section 4(2) and/or Rule 506 of Regulation D ("REGULATION  D") as promulgated by
the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act
of 1933, as amended (the "1933 ACT");

         WHEREAS,  the parties  desire  that,  upon the terms and subject to the
conditions  contained herein,  the Company shall issue and sell to the Buyer(s),
as provided herein, and the Buyer(s) shall (i) purchase up to One Hundred Eighty
Thousand Dollars ($180,000) of secured convertible  debentures (the "CONVERTIBLE
DEBENTURES"),  which shall be  convertible  into shares of the Company's  common
stock,  par value $.001 (the  "COMMON  STOCK") (as  converted,  the  "CONVERSION
SHARES"),  of which Twenty Thousand  Dollars  ($20,000) shall be funded upon the
receipt  of the  Restricted  Pledged  Shares (as  defined  herein)  (the  "FIRST
CLOSING"), Eighty Thousand Dollars ($80,000) shall be funded on the business day
following the date the Company obtains the necessary Board of Directors Approval
to increase the authorized  shares of the Company's  Common Stock to two hundred
fifty million  (250,000,000)  million  shares and to issue all of the shares the
Company's  Common  Stock upon  conversion  of the  Convertible  Debentures  (the
"SECOND CLOSING") and Eighty Thousand Dollars ($80,000) shall be funded upon the
tenth  (10th) the  business  day  following  the date the  Company  obtains  the
necessary  Stockholder  Approval  to  increase  the  authorized  shares  of  the
Company's Common Stock to two hundred fifty million (250,000,000) million shares
and to issue all of the shares the Company's Common Stock upon conversion of the
Convertible  Debentures,  the Company files an information  statement increasing
the authorized shares of the Company to two hundred fifty million  (250,000,000)
shares and upon the Company  increasing the  authorized  shares of the Company's
Common Stock to two hundred fifty million (250,000,000) shares and the filing of
the registration  statement filed pursuant to the Registration  Rights Agreement
(the "Third  CLOSING"),  for a total  purchase price of up to One Hundred Eighty
Thousand Dollars  ($180,000),  (the "PURCHASE PRICE") in the respective  amounts
set  forth  opposite  each  Buyer(s)  name  on  Schedule  I ( the  "SUBSCRIPTION
AMOUNT");

         WHEREAS,  contemporaneously  with the  execution  and  delivery of this
Agreement  Merrit  Jesson is executing a pledge  agreement in the form  attached
hereto  as  EXHIBIT  A (THE  "PLEDGE  AGREEMENT"),  in  order to  guarantee  the
repayment of the  Convertible  Debenture,  pursuant to which Merrit Jesson shall
pledge,  three million  (3,000,000)  free trading shares of the Company's Common
Stock (the "FREE TRADING  PLEDGED  SHARES"  and/or the "PLEDGED  SHARES") in the
event  of  default  of  the  Company's  obligations  herein,  contained  in  the
Convertible


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Debenture,  contained in the Registration  Rights Agreement,  and contain in the
Irrevocable Transfer Agent Instructions.

         WHEREAS,  contemporaneously  with the  execution  and  delivery of this
Agreement,  Robert Ellis and Donald  Quarterman  are executing and  delivering a
security  agreement  (the "SECURITY  AGREEMENT") in the form attached  hereto as
EXHIBIT B PURSUANT TO WHICH ROBERT ELLIS AND DONALD  QUARTERMAN AGREE TO PROVIDE
THE BUYER A SECURITY INTEREST IN four million  (4,000,000)  restricted shares of
the Company's Common Stock and two million (2,000,000), restricted shares of the
Company's Common Stock, respectively owned by Robert Ellis and Donald Quarterman
and subsequently  transferred  into the Buyer's name, (the  "RESTRICTED  PLEDGED
SHARES")  (collectively referred to as the "PLEDGED COLLATERAL") in the event of
default  of the  Company's  obligations  herein,  contained  in the  Convertible
Debenture,  contained in the Registration  Rights Agreement,  and contain in the
Irrevocable Transfer Agent Instructions.



         WHEREAS,  contemporaneously  with the  execution  and  delivery of this
Agreement, the parties hereto are executing and delivering a Registration Rights
Agreement  substantially in the form attached hereto as EXHIBIT C (the "INVESTOR
REGISTRATION  RIGHTS  AGREEMENT")  pursuant  to which the  Company has agreed to
provide  certain  registration  rights  under  the  1933 Act and the  rules  and
regulations promulgated there under, and applicable state securities laws; and

         WHEREAS,  contemporaneously  with the  execution  and  delivery of this
Agreement,  the parties  hereto are  executing  and  delivering  an  Irrevocable
Transfer Agent Instruction  substantially in the form attached hereto as EXHIBIT
D (the "IRREVOCABLE TRANSFER AGENT INSTRUCTION"); and

         WHEREAS,  the  aggregate  proceeds  of  the  sale  of  the  Convertible
Debentures  contemplated hereby shall be held in escrow pursuant to the terms of
an escrow agreement  substantially in the form of the Escrow Agreement  attached
hereto as EXHIBIT E.

         NOW,  THEREFORE,  in  consideration  of the mutual  covenants and other
agreements  contained in this Agreement the Company and the Buyer(s)hereby agree
as follows:

         1. PURCHASE AND SALE OF CONVERTIBLE DEBENTURES.

               (a)   PURCHASE  OF   CONVERTIBLE   DEBENTURES.   Subject  to  the
satisfaction  (or waiver) of the terms and  conditions of this  Agreement,  each
Buyer  agrees,  severally  and not  jointly,  to purchase at Closing (as defined
herein below) and the Company agrees to sell and issue to each Buyer,  severally
and not jointly,  at Closing,  Convertible  Debentures in amounts  corresponding
with the Subscription  Amount set forth opposite each Buyer's name on Schedule I
hereto.  Upon  execution  hereof by a Buyer,  the Buyer shall wire  transfer the
Subscription  Amount set forth opposite his name on Schedule I in same-day funds
or a check  payable to Butler  Gonzalez  LLP, as Escrow Agent for Pick-Ups  Plus
Inc. / Cornell Capital Partners,  LP ", which Subscription  Amount shall be held
in escrow pursuant to the terms of the Escrow Agreement (as hereinafter defined)
and disbursed in accordance  therewith.  Notwithstanding the foregoing,  a Buyer
may withdraw his  Subscription  Amount and terminate  this  Agreement as to such
Buyer  at any  time  after  the  execution  hereof  and  prior  to  Closing  (as
hereinafter defined).


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               (b) CLOSING DATES.  The First Closing of the purchase and sale of
the Convertible  Debentures shall take place at 10:00 a.m. Eastern Standard Time
upon receipt by Butler Gonzalez LLP of the Restricted Pledged Shares (the "FIRST
CLOSING  DATE"),  the Second Closing of the purchase and sale of the Convertible
Debentures  shall take place at 10:00 a.m. Eastern Standard Time on the business
day  following  the  business  day  following  the date the Company  obtains the
necessary Board of Directors  Approval to increase the authorized  shares of the
Company's Common Stock to two hundred fifty million (250,000,000) million shares
and to issue all of the shares the Company's Common Stock upon conversion of the
Convertible  Debentures (the "SECOND  CLOSING  DATE"),  the Third Closing of the
purchase and sale of the Convertible  Debentures  shall take place at 10:00 a.m.
Eastern  Standard  Time on the tenth (10th)  business day following the date the
Company  obtains the necessary  Stockholder  Approval to increase the authorized
shares of the Company's Common Stock to two hundred fifty million  (250,000,000)
million  shares and to issue all of the shares the  Company's  Common Stock upon
conversion  of the  Convertible  Debentures,  the Company  files an  information
statement  increasing the authorized  shares of the Company to two hundred fifty
million  (250,000,000)  shares  and upon the  Company  actually  increasing  the
authorized  shares of the  Company's  Common Stock to two hundred  fifty million
(250,000,000) shares and the filing of the registration statement filed pursuant
to the Registration  Rights  Agreement (the "Third CLOSING DATE")  (collectively
referred to as the "CLOSING DATES"), subject to notification of satisfaction (or
waiver) of the  conditions  to closing  set forth in  Sections 6 and 7 below (or
such later date as is mutually  agreed to by the Company and the Buyer(s)).  The
closings  shall  occur on the Closing  Dates at the offices of Butler  Gonzalez,
LLP, 1000 Stuyvesant Avenue, Suite 6, Union, NJ 07083 (or such other place as is
mutually agreed to by the Company and the Buyer(s)).

               (c) ESCROW ARRANGEMENTS;  FORM OF PAYMENT.  Upon execution hereof
by Buyer(s) and pending the Closing Dates, the aggregate proceeds of the sale of
the Convertible  Debentures to Buyer(s)  pursuant hereto shall be deposited in a
non-interest  bearing escrow  account with Butler  Gonzalez LLP, as escrow agent
(the "ESCROW AGENT"),  pursuant to the terms of an escrow agreement  between the
Company,  the  Buyer(s)  and the  Escrow  Agent in the form  attached  hereto as
EXHIBIT B (the "ESCROW AGREEMENT"). Subject to the satisfaction of the terms and
conditions of this  Agreement,  on the Closing Date,  (i) the Escrow Agent shall
deliver to the Company in accordance with the terms of the Escrow Agreement such
aggregate proceeds for the Convertible  Debentures to be issued and sold to such
Buyer(s) at the closings  minus the fees and expenses of Butler  Gonzalez LLP of
Ten  Thousand  Dollars  ($10,000)  as  outlined  in the  Equity  Line of  Credit
Agreement dated the date hereof, by wire transfer of immediately available funds
in accordance with the Company's written wire instructions, and (ii) the Company
shall  deliver to each  Buyer,  Convertible  Debentures  which such  Buyer(s) is
purchasing in amounts  indicated  opposite such Buyer's name on Schedule I, duly
executed on behalf of the Company.

         2. BUYER'S REPRESENTATIONS AND WARRANTIES.

         Each Buyer represents and warrants, severally and not jointly, that:

               (a) INVESTMENT  PURPOSE.  Each Buyer is acquiring the Convertible
Debentures  and,  upon  conversion  of  Convertible  Debentures,  the Buyer will
acquire the Conversion Shares then issuable,  for its own account for investment
only and not with a view towards,  or for resale in connection  with, the public
sale or distribution  thereof,  except pursuant

                                       3



<PAGE>


to sales registered or exempted under the 1933 Act; provided,  however,  that by
making the  representations  herein, such Buyer reserves the right to dispose of
the Conversion Shares at any time in accordance with or pursuant to an effective
registration statement covering such Conversion Shares or an available exemption
under the 1933 Act.

               (b)  ACCREDITED  INVESTOR  STATUS.  Each Buyer is an  "ACCREDITED
INVESTOR" as that term is defined in Rule 501(a)(3) of Regulation D.

               (c)  RELIANCE  ON  EXEMPTIONS.  Each Buyer  understands  that the
Convertible  Debentures are being offered and sold to it in reliance on specific
exemptions from the registration requirements of United States federal and state
securities  laws and that the  Company  is  relying  in part  upon the truth and
accuracy of, and such Buyer's compliance with, the representations,  warranties,
agreements, acknowledgments and understandings of such Buyer set forth herein in
order to determine the  availability  of such  exemptions and the eligibility of
such Buyer to acquire such securities.

               (d)  INFORMATION.  Each Buyer and its  advisors  (and his or, its
counsel),  if any,  have  been  furnished  with all  materials  relating  to the
business,  finances  and  operations  of the Company and  information  he deemed
material to making an informed investment decision regarding his purchase of the
Convertible  Debentures and the Conversion Shares,  which have been requested by
such  Buyer.  Each  Buyer  and its  advisors,  if any,  have been  afforded  the
opportunity  to ask  questions of the Company and its  management.  Neither such
inquiries nor any other due diligence  investigations conducted by such Buyer or
its advisors,  if any, or its representatives shall modify, amend or affect such
Buyer's right to rely on the Company's  representations and warranties contained
in  Section  3  below.  Each  Buyer  understands  that  its  investment  in  the
Convertible Debentures and the Conversion Shares involves a high degree of risk.
Each Buyer is in a position regarding the Company, which, based upon employment,
family relationship or economic bargaining power, enabled and enables such Buyer
to obtain information from the Company in order to evaluate the merits and risks
of this investment. Each Buyer has sought such accounting, legal and tax advice,
as it has  considered  necessary to make an informed  investment  decision  with
respect to its  acquisition  of the  Convertible  Debentures  and the Conversion
Shares.

               (e) NO GOVERNMENTAL REVIEW. Each Buyer understands that no United
States federal or state agency or any other  government or  governmental  agency
has  passed on or made any  recommendation  or  endorsement  of the  Convertible
Debentures  or the  Conversion  Shares,  or the fairness or  suitability  of the
investment in the Convertible Debentures or the Conversion Shares, nor have such
authorities  passed  upon  or  endorsed  the  merits  of  the  offering  of  the
Convertible Debentures or the Conversion Shares.

               (f)  TRANSFER OR RESALE.  Each Buyer  understands  that except as
provided in the Investor  Registration  Rights  Agreement:  (i) the  Convertible
Debentures have not been and are not being  registered under the 1933 Act or any
state  securities  laws,  and may not be offered  for sale,  sold,  assigned  or
transferred  unless (A)  subsequently  registered there under, or (B) such Buyer
shall have  delivered  to the  Company an opinion  of  counsel,  in a  generally
acceptable  form,  to the effect that such  securities  to be sold,  assigned or
transferred may be sold,  assigned or transferred  pursuant to an exemption from
such  registration  requirements;  (ii)  any  sale  of such

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securities  made in reliance on Rule 144 under the 1933 Act (or a successor rule
thereto)  ("RULE 144") may be made only in accordance with the terms of Rule 144
and further, if Rule 144 is not applicable,  any resale of such securities under
circumstances  in which the seller (or the person through whom the sale is made)
may be deemed to be an underwriter (as that term is defined in the 1933 Act) may
require compliance with some other exemption under the 1933 Act or the rules and
regulations of the SEC there under;  and (iii) neither the Company nor any other
person is under any obligation to register such securities under the 1933 Act or
any state  securities  laws or to comply  with the terms and  conditions  of any
exemption  there under.  The Company  reserves the right to place stop  transfer
instructions against the shares and certificates for the Conversion Shares.

               (g) LEGENDS.  Each Buyer  understands  that the  certificates  or
other instruments  representing the Convertible Debentures and or the Conversion
Shares shall bear a restrictive  legend in substantially the following form (and
a  stop  transfer   order  may  be  placed   against   transfer  of  such  stock
certificates):

                  THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN
                  REGISTERED  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED,  OR
                  APPLICABLE  STATE  SECURITIES  LAWS. THE SECURITIES  HAVE BEEN
                  ACQUIRED  SOLELY FOR  INVESTMENT  PURPOSES AND NOT WITH A VIEW
                  TOWARD  RESALE  AND  MAY  NOT  BE  OFFERED  FOR  SALE,   SOLD,
                  TRANSFERRED  OR  ASSIGNED  IN  THE  ABSENCE  OF  AN  EFFECTIVE
                  REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
                  ACT OF 1933, AS AMENDED,  OR APPLICABLE STATE SECURITIES LAWS,
                  OR AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT
                  REGISTRATION  IS NOT  REQUIRED  UNDER  SAID ACT OR  APPLICABLE
                  STATE SECURITIES LAWS.

The  legend set forth  above  shall be removed  and the  Company  within two (2)
business days shall issue a certificate without such legend to the holder of the
Conversion  Shares upon which it is stamped,  if, unless  otherwise  required by
state securities laws, (i) in connection with a sale  transaction,  provided the
Conversion Shares are registered under the 1933 Act or (ii) in connection with a
sale  transaction,  after such holder  provides  the Company  with an opinion of
counsel,  which  opinion  shall be in form,  substance  and scope  customary for
opinions  of counsel in  comparable  transactions,  to the effect  that a public
sale,  assignment  or  transfer  of the  Conversion  Shares may be made  without
registration under the 1933 Act.

               (h) AUTHORIZATION,  ENFORCEMENT. This Agreement has been duly and
validly  authorized,  executed  and  delivered  on behalf of such Buyer and is a
valid and binding  agreement of such Buyer  enforceable  in accordance  with its
terms,  except as such  enforceability  may be limited by general  principles of
equity  or  applicable  bankruptcy,  insolvency,   reorganization,   moratorium,
liquidation  and other  similar laws  relating to, or affecting  generally,  the
enforcement of applicable creditors' rights and remedies.

                                       5


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               (i) RECEIPT OF  DOCUMENTS.  Each Buyer and his or its counsel has
received and read in their entirety: (i) this Agreement and each representation,
warranty  and  covenant  set forth  herein,  the  Investor  Registration  Rights
Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instruction, the
Pledge Agreement and the Security  Agreements;  (ii) all due diligence and other
information   necessary  to  verify  the  accuracy  and   completeness  of  such
representations,  warranties and covenants;  (iii) the Company's Form 10-KSB for
the fiscal year ended December 31, 2002;  (iv) the Company's Form 10-QSB for the
fiscal  quarter ended March 31, 2003 and (v) answers to all questions each Buyer
submitted to the Company regarding an investment in the Company;  and each Buyer
has relied on the information  contained  therein and has not been furnished any
other documents, literature, memorandum or prospectus.

               (j) DUE FORMATION OF CORPORATE AND OTHER BUYERS.  If the Buyer(s)
is a corporation,  trust,  partnership or other entity that is not an individual
person, it has been formed and validly exists and has not been organized for the
specific purpose of purchasing the Convertible  Debentures and is not prohibited
from doing so.

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

         3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

         The Company  represents and warrants to each of the Buyers that, except
as set forth in the SEC Documents (as defined herein):

               (a)   ORGANIZATION  AND   QUALIFICATION.   The  Company  and  its
subsidiaries  are  corporations  duly  organized  and  validly  existing in good
standing under the laws of the jurisdiction in which they are incorporated,  and
have the requisite corporate power to own their properties and to carry on their
business as now being  conducted.  Each of the Company and its  subsidiaries  is
duly  qualified as a foreign  corporation to do business and is in good standing
in every  jurisdiction in which the nature of the business conducted by it makes
such  qualification  necessary,  except to the extent  that the failure to be so
qualified or be in good standing would not have a material adverse effect on the
Company and its subsidiaries taken as a whole.

               (b)   AUTHORIZATION,    ENFORCEMENT,    COMPLIANCE   WITH   OTHER
INSTRUMENTS.  (i) The Company has the requisite corporate power and authority to
enter  into  and  perform  this  Agreement,  the  Investor  Registration  Rights
Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions and
any  related  agreements,  and to  issue  the  Convertible  Debentures  and  the
Conversion  Shares in  accordance  with the terms hereof and  thereof,  (ii) the
execution  and  delivery of this  Agreement,  the Investor  Registration  Rights
Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as
defined herein) and any related  agreements by the Company and the  consummation
by it of the transactions  contemplated hereby and thereby,  including,  without
limitation, the issuance of the Convertible Debentures the


                                       6


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Conversion  Shares and the  reservation  for  issuance  and the  issuance of the
Conversion Shares issuable upon conversion or exercise  thereof,  have been duly
authorized  by the  Company's  Board of  Directors  and no  further  consent  or
authorization  is  required  by the  Company,  its  Board  of  Directors  or its
stockholders,  (iii) this Agreement, the Investor Registration Rights Agreement,
the Escrow  Agreement,  the  Irrevocable  Transfer  Agent  Instructions  and any
related  agreements  have been duly executed and delivered by the Company,  (iv)
this  Agreement,   the  Investor  Registration  Rights  Agreement,   the  Escrow
Agreement,   the  Irrevocable   Transfer  Agent  Instructions  and  any  related
agreements   constitute  the  valid  and  binding  obligations  of  the  Company
enforceable  against the Company in accordance with their terms,  except as such
enforceability  may be  limited by general  principles  of equity or  applicable
bankruptcy, insolvency, reorganization,  moratorium, liquidation or similar laws
relating to, or affecting  generally,  the enforcement of creditors'  rights and
remedies.  The authorized  officer of the Company executing this Agreement,  the
Investor  Registration Rights Agreement,  the Escrow Agreement,  the Irrevocable
Transfer Agent  Instructions  and any related  agreements knows of no reason why
the  Company  cannot  file the  registration  statement  as  required  under the
Investor  Registration  Rights  Agreement or perform any of the Company's  other
obligations under such documents.

               (c) ACTIONS, PROCEEDINGS, AND/OR INVESTIGATIONS. There are no SEC
or any  other  federal  or  state  regulatory  or  enforcement  agency  actions,
proceedings or investigations pending against the Company.

               (d) ORDER, WRIT OR INJUNCTIONS.  The Company is not a party to or
subject to the provisions of any order, writ, injunction,  judgment or decree of
any court or government agency or instrumentality.

               (e)  CAPITALIZATION.  The authorized capital stock of the Company
consists of  100,000,000  shares of Common Stock,  par value $.001 per share and
5,000,000  shares of Preferred Stock, par value $.001. As of the date hereof the
Company has 83,743,997  shares of Common Stock and no shares of Preferred  Stock
issued and outstanding.  All of such outstanding shares have been validly issued
and are fully paid and  nonassessable.  Except as disclosed in the SEC Documents
(as  defined  in  Section  3(f)),  no  shares of Common  Stock  are  subject  to
preemptive  rights or any  other  similar  rights  or any liens or  encumbrances
suffered or permitted by the Company.  Except as disclosed in the SEC Documents,
as of the  date  of  this  Agreement,  (i)  there  are no  outstanding  options,
warrants,  scrip,  rights to subscribe to, calls or commitments of any character
whatsoever  relating to, or securities or rights convertible into, any shares of
capital  stock  of  the  Company  or  any of  its  subsidiaries,  or  contracts,
commitments,  understandings  or arrangements by which the Company or any of its
subsidiaries is or may become bound to issue additional  shares of capital stock
of the Company or any of its subsidiaries or options, warrants, scrip, rights to
subscribe to, calls or commitments of any character  whatsoever  relating to, or
securities  or rights  convertible  into,  any  shares of  capital  stock of the
Company  or  any  of its  subsidiaries,  (ii)  there  are  no  outstanding  debt
securities,  (iii)  there are no  agreements  or  arrangements  under  which the
Company or any of its  subsidiaries  is obligated to register the sale of any of
their securities under the 1933 Act (except pursuant to the Registration  Rights
Agreement) and (iv) there are no outstanding  registration  statements and there
are no outstanding  comment letters from the SEC or any other regulatory agency.
There are no  securities  or  instruments  containing  anti-dilution  or similar
provisions that will be triggered

                                       7


<PAGE>


by the issuance of the  Convertible  Debentures as described in this  Agreement.
The Company has furnished to the Buyer true and correct  copies of the Company's
Certificate  of  Incorporation,  as amended  and as in effect on the date hereof
(the "CERTIFICATE OF INCORPORATION"), and the Company's By-laws, as in effect on
the date hereof (the  "BY-LAWS"),  and the terms of all  securities  convertible
into or  exercisable  for Common  Stock and the  material  rights of the holders
thereof in respect  thereto  other than stock  options  issued to employees  and
consultants.

               (f) ISSUANCE OF SECURITIES.  The Convertible  Debentures are duly
authorized and, upon issuance in accordance with the terms hereof, shall be duly
issued, fully paid and nonassessable, are free from all taxes, liens and charges
with  respect  to  the  issue  thereof.  The  Conversion  Shares  issuable  upon
conversion of the Convertible  Debentures have been duly authorized and reserved
for  issuance.  The  issuance  of the  Conversion  Shares  will not  violate the
applicable  listing  agreement between the Company the OTCBB. Upon conversion or
exercise in accordance  with the  Convertible  Debentures the Conversion  Shares
will be duly issued, fully paid and nonassessable.

               (g) NO CONFLICTS.  Except as disclosed in the SEC Documents,  the
execution,   delivery  and   performance  of  this   Agreement,   the  Investors
Registration  Rights  Agreement and the Escrow  Agreement by the Company and the
consummation by the Company of the transactions contemplated hereby will not (i)
result in a violation of the  Certificate of  Incorporation,  any certificate of
designations of any outstanding  series of preferred stock of the Company or the
By-laws or (ii)  conflict  with or  constitute a default (or an event which with
notice or lapse of time or both would become a default) under, or give to others
any rights of  termination,  amendment,  acceleration  or  cancellation  of, any
agreement,  indenture  or  instrument  to  which  the  Company  or  any  of  its
subsidiaries is a party, or result in a violation of any law, rule,  regulation,
order,  judgment  or decree  (including  federal and state  securities  laws and
regulations  and the  rules  and  regulations  of The  National  Association  of
Securities  Dealers  Inc.'s  OTC  Bulletin  Board on which the  Common  Stock is
quoted)  applicable  to the Company or any of its  subsidiaries  or by which any
property  or  asset  of the  Company  or any of its  subsidiaries  is  bound  or
affected. Except as disclosed in the SEC Documents,  neither the Company nor its
subsidiaries  is in violation of any term of or in default under its Certificate
of  Incorporation  or  By-laws  or  their  organizational  charter  or  by-laws,
respectively,  or any  material  contract,  agreement,  mortgage,  indebtedness,
indenture,  instrument,  judgment,  decree  or  order  or any  statute,  rule or
regulation  applicable to the Company or its  subsidiaries.  The business of the
Company and its subsidiaries is not being conducted,  and shall not be conducted
in violation of any material law,  ordinance,  or regulation of any governmental
entity.  Except as  specifically  contemplated by this Agreement and as required
under the 1933 Act and any applicable  state securities laws, the Company is not
required to obtain any consent, authorization or order of, or make any filing or
registration with, any court or governmental  agency in order for it to execute,
deliver  or  perform  any of its  obligations  under  or  contemplated  by  this
Agreement or the  Registration  Rights  Agreement in  accordance  with the terms
hereof or thereof.  Except as  disclosed  in the SEC  Documents,  all  consents,
authorizations,  orders, filings and registrations which the Company is required
to obtain  pursuant to the preceding  sentence have been obtained or effected on
or prior to the date hereof. The Company and its subsidiaries are unaware of any
facts or circumstance, which might give rise to any of the foregoing.


                                       8

<PAGE>



                  (h) SEC DOCUMENTS: FINANCIAL STATEMENTS. Since March 31, 2000,
the  Company  has filed all  reports,  schedules,  forms,  statements  and other
documents  required  to be  filed by it with  the SEC  under  of the  Securities
Exchange Act of 1934,  as amended (the "1934 ACT") (all of the  foregoing  filed
prior to the date  hereof or  amended  after the date  hereof  and all  exhibits
included  therein and financial  statements and schedules  thereto and documents
incorporated by reference  therein,  being  hereinafter  referred to as the "SEC
DOCUMENTS").  The Company has delivered to the Buyers or their  representatives,
or made  available  through the SEC's website at  http://www.sec.gov.,  true and
complete  copies  of the  SEC  Documents.  As of  their  respective  dates,  the
financial  statements  of the  Company  disclosed  in  the  SEC  Documents  (the
"FINANCIAL  STATEMENTS")  complied  as to form  in all  material  respects  with
applicable  accounting  requirements  and the published rules and regulations of
the SEC with respect  thereto.  Such financial  statements have been prepared in
accordance with generally accepted accounting principles,  consistently applied,
during the periods  involved  (except (i) as may be otherwise  indicated in such
Financial  Statements  or the notes  thereto,  or (ii) in the case of  unaudited
interim statements, to the extent they may exclude footnotes or may be condensed
or  summary  statements)  and,  fairly  present  in all  material  respects  the
financial position of the Company as of the dates thereof and the results of its
operations  and cash flows for the periods then ended  (subject,  in the case of
unaudited   statements,   to  normal  year-end  audit  adjustments).   No  other
information  provided  by or on behalf of the  Company to the Buyer which is not
included  in the  SEC  Documents,  including,  without  limitation,  information
referred to in this Agreement,  contains any untrue statement of a material fact
or omits to state any material  fact  necessary in order to make the  statements
therein,  in the light of the  circumstances  under  which they were  made,  not
misleading.

               (i)  10(B)-5.  The  SEC  Documents  do  not  include  any  untrue
statements  of  material  fact,  nor do they  omit to state  any  material  fact
required to be stated therein necessary to make the statements made, in light of
the circumstances under which they were made, not misleading.

               (j)  ABSENCE  OF  LITIGATION.  Except  as  disclosed  in the  SEC
Documents, there is no action, suit, proceeding, inquiry or investigation before
or by any court, public board, government agency,  self-regulatory  organization
or body pending against or affecting the Company, the Common Stock or any of the
Company's subsidiaries, wherein an unfavorable decision, ruling or finding would
(i) have a material adverse effect on the transactions  contemplated hereby (ii)
adversely affect the validity or enforceability  of, or the authority or ability
of the Company to perform its  obligations  under,  this Agreement or any of the
documents contemplated herein, or (iii) except as expressly disclosed in the SEC
Documents,  have  a  material  adverse  effect  on  the  business,   operations,
properties,  financial  condition or results of operation of the Company and its
subsidiaries taken as a whole.

               (k) ACKNOWLEDGMENT  REGARDING BUYER'S PURCHASE OF THE CONVERTIBLE
DEBENTURES.  The Company  acknowledges  and agrees  that the  Buyer(s) is acting
solely  in the  capacity  of an arm's  length  purchaser  with  respect  to this
Agreement  and  the  transactions   contemplated  hereby.  The  Company  further
acknowledges that the Buyer(s) is not acting as a financial advisor or fiduciary
of the Company (or in any similar  capacity)  with respect to this Agreement and
the transactions contemplated hereby and any advice given by the Buyer(s) or any
of their respective  representatives or agents in connection with this Agreement
and the


                                       9

<PAGE>



transactions  contemplated  hereby is merely incidental to such Buyer's purchase
of the  Convertible  Debentures or the Conversion  Shares.  The Company  further
represents to the Buyer that the Company's decision to enter into this Agreement
has been based  solely on the  independent  evaluation  by the  Company  and its
representatives.

               (l) NO GENERAL SOLICITATION.  Neither the Company, nor any of its
affiliates,  nor any person  acting on its or their  behalf,  has engaged in any
form of general  solicitation  or general  advertising  (within  the  meaning of
Regulation  D under  the 1933 Act) in  connection  with the offer or sale of the
Convertible Debentures or the Conversion Shares.

               (m) 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 require  registration of the
Convertible Debentures or the Conversion Shares under the 1933 Act or cause this
offering of the Convertible Debentures or the Conversion Shares to be integrated
with prior offerings by the Company for purposes of the 1933 Act.

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

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

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



                                       10

<PAGE>



               (q) TITLE.  Any real property and facilities  held under lease by
the Company and its  subsidiaries  are held by them under valid,  subsisting and
enforceable leases with such exceptions as are not material and do not interfere
with the use made and proposed to be made of such  property and buildings by the
Company and its subsidiaries.

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

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

               (t)  INTERNAL  ACCOUNTING  CONTROLS.  The Company and each of its
subsidiaries  maintain a system of internal  accounting  controls  sufficient to
provide  reasonable  assurance that (i)  transactions are executed in accordance
with  management's  general or specific  authorizations,  (ii)  transactions are
recorded  as  necessary  to  permit  preparation  of  financial   statements  in
conformity with generally accepted  accounting  principles and to maintain asset
accountability,  and (iii) the recorded  amounts for assets is compared with the
existing  assets at reasonable  intervals and  appropriate  action is taken with
respect to any differences.

               (u) NO MATERIAL ADVERSE BREACHES, ETC. Except as set forth in the
SEC Documents, neither the Company nor any of its subsidiaries is subject to any
charter,  corporate or other legal restriction,  or any judgment, decree, order,
rule or  regulation  which in the judgment of the  Company's  officers has or is
expected  in the  future to have a  material  adverse  effect  on the  business,
properties,  operations, financial condition, results of operations or prospects
of the Company or its  subsidiaries.  Except as set forth in the SEC  Documents,
neither the Company nor any of its  subsidiaries is in breach of any contract or
agreement  which breach,  in the judgment of the Company's  officers,  has or is
expected  to  have  a  material  adverse  effect  on the  business,  properties,
operations,  financial  condition,  results of  operations  or  prospects of the
Company or its subsidiaries.

               (v) TAX STATUS.  Except as  disclosed in the SEC  Documents,  the
Company  and each of its  subsidiaries  has made and filed all federal and state
income and all other tax  returns,  reports  and  declarations  required  by any
jurisdiction  to which it is subject and (unless and only to the extent that the
Company  and each of its  subsidiaries  has set  aside on its  books  provisions
reasonably adequate for the payment of all unpaid and unreported taxes) has paid
all taxes and other  governmental  assessments  and charges that are material in
amount, shown or determined to


                                       11

<PAGE>


be due on such returns,  reports and declarations,  except those being contested
in good faith and has set aside on its books provision  reasonably  adequate for
the  payment of all taxes for  periods  subsequent  to the periods to which such
returns,  reports  or  declarations  apply.  There  are no  unpaid  taxes in any
material amount claimed to be due by the taxing  authority of any  jurisdiction,
and the officers of the Company know of no basis for any such claim.

               (w)  CERTAIN  TRANSACTIONS.  Except  as  set  forth  in  the  SEC
Documents,  and  except  for arm's  length  transactions  pursuant  to which the
Company  makes  payments in the ordinary  course of business  upon terms no less
favorable  than the Company  could obtain from third  parties and other than the
grant of stock  options  disclosed in the SEC  Documents,  none of the officers,
directors,  or employees of the Company is presently a party to any  transaction
with the Company (other than for services as employees, officers and directors),
including  any  contract,  agreement  or  other  arrangement  providing  for the
furnishing  of  services  to or by,  providing  for  rental of real or  personal
property to or from,  or  otherwise  requiring  payments to or from any officer,
director or such employee or, to the knowledge of the Company,  any corporation,
partnership,  trust or other entity in which any officer,  director, or any such
employee  has a  substantial  interest  or is an officer,  director,  trustee or
partner.

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

         4. COVENANTS.

               (a) BEST EFFORTS. Each party shall use its best efforts timely to
satisfy each of the  conditions  to be satisfied by it as provided in Sections 6
and 7 of this Agreement.

               (b) FORM D. The Company  agrees to file a Form D with  respect to
the  Conversion  Shares as  required  under  Regulation  D and to provide a copy
thereof to each Buyer  promptly  after such  filing.  The Company  shall,  on or
before the  Closing  Date,  take such  action as the  Company  shall  reasonably
determine is necessary to qualify the Conversion  Shares, or obtain an exemption
for the Conversion Shares for sale to the Buyers at the Closing pursuant to this
Agreement  under  applicable  securities or "Blue Sky" laws of the states of the
United  States,  and shall  provide  evidence of any such action so taken to the
Buyers on or prior to the Closing Date.

               (c)  REPORTING  STATUS.  Until the  earlier of (i) the date as of
which the Buyer(s) may sell all of the  Conversion  Shares  without  restriction
pursuant to Rule 144(k)  promulgated under the 1933 Act (or successor  thereto),
or (ii) the date on which (A) the  Buyer(s)  shall have sold all the  Conversion
Shares  and  (B)  none  of  the  Convertible  Debentures  are  outstanding  (the
"REGISTRATION  PERIOD"),  the Company  shall file in a timely manner all reports
required to be filed with the SEC  pursuant to the 1934 Act and the  regulations
of the SEC there under,  and the Company  shall not  terminate  its status as an
issuer  required to file reports  under the 1934 Act even if the 1934 Act or the
rules and regulations there under would otherwise permit such termination.


                                       12

<PAGE>



               (d) USE OF PROCEEDS.  The Company will use the proceeds  from the
sale of the  Convertible  Debentures for general  corporate and working  capital
purposes.

               (e)  RESERVATION  OF SHARES.  The  Company  shall take all action
reasonably  necessary  to at all times have  authorized,  and  reserved  for the
purpose of issuance, such number of shares of Common Stock as shall be necessary
to effect the issuance of the Conversion Shares. If at any time the Company does
not have  available  such  shares of Common  Stock as shall from time to time be
sufficient  to effect  the  conversion  of all of the  Conversion  Shares of the
Company shall call and hold a special meeting of the shareholders  within thirty
(30) days of such  occurrence,  for the sole purpose of increasing the number of
shares authorized.  The Company's management shall recommend to the shareholders
to vote in favor of increasing the number of shares of Common Stock  authorized.
Management  shall also vote all of its shares in favor of increasing  the number
of authorized shares of Common Stock.

               (f) LISTINGS OR QUOTATION.  The Company shall promptly secure the
listing or quotation of the Conversion Shares upon the Over The Counter Bulletin
Board  ("OTCBB") or other market,  if any, upon which shares of Common Stock are
then listed or quoted (subject to official notice of issuance) and shall use its
best efforts to  maintain,  so long as any other shares of Common Stock shall be
so listed,  such  listing of all  Conversion  Shares from time to time  issuable
under the terms of this Agreement. The Company shall maintain the Common Stock's
authorization for quotation on the OTCBB.

               (g) PRIOR APPROVAL. The Company shall have obtained all approvals
necessary  under the rules and  regulations  established  and  maintained by the
OTCBB  for the  issuance  of the  shares of Common  Stock to the  Buyer(s)  upon
conversion of the Convertible Dentures.

               (h) FEES AND EXPENSES. Each of the Company and the Buyer(s) shall
pay all  costs  and  expenses  incurred  by such  party in  connection  with the
negotiation,   investigation,   preparation,  execution  and  delivery  of  this
Agreement,  the Escrow Agreement, the Investor Registration Rights Agreement and
the Irrevocable Transfer Agent Instructions. The Buyer(s) shall be entitled to a
ten percent (10%) discount on the Purchase Price.

               (i) The costs and expenses of the  Buyer(s) and Butler  Gonzalez,
LLP, which shall be Ten Thousand  Dollars  ($10,000),  as outlined in the Equity
Line of Credit Agreement dated the date hereof, shall be paid for by the Company
at the First Closing directly from the gross proceeds held in escrow.

               (j)  CORPORATE  EXISTENCE.  So  long  as any  of the  Convertible
Debentures  remain  outstanding,  the Company  shall not directly or  indirectly
consummate  any  merger,  reorganization,  restructuring,  reverse  stock  split
consolidation,  sale of all or substantially  all of the Company's assets or any
similar  transaction  or  related   transactions  (each  such  transaction,   an
"ORGANIZATIONAL  CHANGE") unless, prior to the consummation of an Organizational
Change, the Company obtains the written consent of each Buyer. In any such case,
the Company will make appropriate provision with respect to such holders' rights
and interests to insure that the provisions of this Section 4(h) will thereafter
be applicable to the Convertible Debentures.


                                       13

<PAGE>



               (k)  TRANSACTIONS  WITH  AFFILIATES.  So long as any  Convertible
Debentures are  outstanding,  the Company shall not, and shall cause each of its
subsidiaries  not to, enter into,  amend,  modify or  supplement,  or permit any
subsidiary  to  enter  into,   amend,   modify  or  supplement   any  agreement,
transaction,  commitment,  or  arrangement  with any of its or any  subsidiary's
officers,  directors,  person who were  officers or directors at any time during
the previous two (2) years,  stockholders who beneficially own five percent (5%)
or more of the  Common  Stock,  or  Affiliates  (as  defined  below) or with any
individual  related by blood,  marriage,  or adoption to any such  individual or
with any entity in which any such entity or individual  owns a five percent (5%)
or more beneficial  interest (each a "RELATED PARTY"),  except for (a) customary
employment  arrangements  and benefit  programs  on  reasonable  terms,  (b) any
investment  in an  Affiliate  of the Company,  (c) any  agreement,  transaction,
commitment,  or arrangement  on an arms-length  basis on terms no less favorable
than  terms  which  would  have been  obtainable  from a person  other than such
Related Party, (d) any agreement transaction,  commitment,  or arrangement which
is approved by a majority of the  disinterested  directors of the  Company,  for
purposes  hereof,  any  director  who is also an officer  of the  Company or any
subsidiary of the Company shall not be a disinterested  director with respect to
any such agreement,  transaction,  commitment,  or arrangement.  "AFFILIATE" for
purposes hereof means,  with respect to any person or entity,  another person or
entity that, directly or indirectly,  (i) has a ten percent (10%) or more equity
interest  in that person or entity,  (ii) has ten  percent  (10%) or more common
ownership with that person or entity,  (iii) controls that person or entity,  or
(iv) shares common  control with that person or entity.  "CONTROL" or "CONTROLS"
for  purposes  hereof  means that a person or entity  has the  power,  direct or
indirect, to conduct or govern the policies of another person or entity.

               (l) TRANSFER AGENT. The Company covenants and agrees that, in the
event that the Company's agency  relationship  with the transfer agent should be
terminated  for any  reason  prior to a date  which is two (2)  years  after the
Closing Date,  the Company shall  immediately  appoint a new transfer  agent and
shall require that the transfer agent execute and agree to be bound by the terms
of the Irrevocable  Transfer Agent  Instructions (as defined herein) to Transfer
Agent.

               (m)   RESTRICTION  ON  ISSUANCE  OF  CAPITAL  STOCK  OR  GRANTING
SECURITY.  So long as any Convertible  Debentures are  outstanding,  the Company
shall not,  without the prior  written  consent of the  Buyer(s),  issue or sell
shares of Common Stock or  Preferred  Stock (i) without  consideration  or for a
consideration  per share less than the Bid Price of the Common Stock  determined
immediately prior to its issuance,  (ii) any warrant,  option, right,  contract,
call, or other security  instrument  granting the holder  thereof,  the right to
acquire Common Stock without consideration or for a consideration less than such
Common Stock's Bid Price value  determined  immediately  prior to it's issuance,
(iii) enter into any security instrument granting the holder a security interest
in any and all assets of the Company or (iv) file any registration  statement on
Form S-8.

               (n) STOCKHOLDER  APPROVAL.  The Company shall obtain  stockholder
approval  increasing the Company's  authorized shares of the common stock to two
hundred  fifty  million  (250,000,000)  shares in  accordance  with Delaware law
through an increase in the authorized Capital (the "STOCKHOLDER APPROVAL").  The
Company shall file an information  statement with the SEC no later than June 26,
2003  increasing  the  Company's  authorized  shares




                                       14

<PAGE>



of the  common  stock to two  hundred  fifty  million  (250,000,000)  shares  in
accordance with Delaware law through an increase in the authorized Capital.  The
Company  shall use its best  efforts to increase  the  authorized  shares of the
Company's Common Stock to two hundred fifty million no later than July 26, 2003.



         5. TRANSFER AGENT INSTRUCTIONS.

               The Company shall issue Irrevocable  Transfer Agent  Instructions
in the form  attached  hereto as  EXHIBIT D to its  transfer  agent  irrevocably
appointing  Butler Gonzalez LLP as its agent for purpose of having  certificates
issued, registered in the name of the Buyer(s) or its respective nominee(s), for
the Conversion  Shares  representing  such amounts of Convertible  Debentures as
specified  from time to time by the Buyer(s) to the Company upon  conversion  of
the  Convertible  Debentures,  for  interest  owed  pursuant to the  Convertible
Debenture,  and for any and all  Liquidated  Damages (as this term is defined in
the Registration Rights Agreement) that may be owed pursuant to the Registration
Rights Agreement.  Butler Gonzalez LLP shall be paid a cash fee of Fifty Dollars
($50) for every  occasion they act pursuant to the  Irrevocable  Transfer  Agent
Instructions.  The  Company  shall not change its  transfer  agent  without  the
express written  consent of the Buyer(s),  which may be withheld by the Buyer(s)
in its sole discretion. Prior to registration of the Conversion Shares under the
1933 Act, all such certificates  shall bear the restrictive  legend specified in
Section 2(g) of this Agreement.  The Company warrants that no instruction  other
than the Irrevocable Transfer Agent Instructions  referred to in this Section 5,
and stop  transfer  instructions  to give effect to Section  2(f) hereof (in the
case of the  Conversion  Shares prior to  registration  of such shares under the
1933  Act)  will be given by the  Company  to its  transfer  agent  and that the
Conversion  Shares  shall  otherwise  be  freely  transferable  on the books and
records of the Company as and to the extent  provided in this  Agreement and the
Investor  Registration Rights Agreement.  Nothing in this Section 5 shall affect
in any way the Buyer's  obligations  and agreement to comply with all applicable
securities laws upon resale of Conversion  Shares.  If the Buyer(s) provides the
Company with an opinion of counsel,  in form, scope and substance  customary for
opinions of counsel in comparable  transactions to the effect that  registration
of a resale by the  Buyer(s)  of any of the  Conversion  Shares is not  required
under the 1933 Act, the Company  shall within two (2) business days instruct its
transfer  agent  to  issue  one or more  certificates  in such  name and in such
denominations as specified by the Buyer. The Company  acknowledges that a breach
by it of its obligations  hereunder will cause  irreparable harm to the Buyer by
vitiating  the  intent  and  purpose  of the  transaction  contemplated  hereby.
Accordingly, the Company acknowledges that the remedy at law for a breach of its
obligations  under this Section 5 will be inadequate and agrees, in the event of
a breach or threatened  breach by the Company of the  provisions of this Section
5, that the  Buyer(s)  shall be  entitled,  in addition  to all other  available
remedies,  to an  injunction  restraining  any  breach and  requiring  immediate
issuance  and  transfer,  without the  necessity  of showing  economic  loss and
without any bond or other security being required.

         6. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.

         The  obligation  of  the  Company  hereunder  to  issue  and  sell  the
Convertible  Debentures  to  the  Buyer(s)  at the  Closing  is  subject  to the
satisfaction,  at  or  before  the  Closing  Date,  of  each  of


                                       15

<PAGE>


the following  conditions,  provided that these conditions are for the Company's
sole  benefit  and  may  be  waived  by the  Company  at any  time  in its  sole
discretion:

               (a) Each Buyer shall have  executed  this  Agreement,  the Escrow
Agreement and the Investor  Registration Rights Agreement and delivered the same
to the Company.

               (b) The  Buyer(s)  shall have  delivered  to the Escrow Agent the
Purchase  Price for  Convertible  Debentures in respective  amounts as set forth
next to each Buyer as  outlined  on  Schedule  I attached  hereto and the Escrow
Agent shall have  delivered  the net proceeds to the Company by wire transfer of
immediately  available U.S. funds pursuant to the wire instructions  provided by
the Company.

               (c) The  representations  and warranties of the Buyer(s) shall be
true and correct in all material respects as of the date when made and as of the
Closing  Date as  though  made at that  time  (except  for  representations  and
warranties  that  speak as of a  specific  date),  and the  Buyer(s)  shall have
performed,  satisfied and complied in all material  respects with the covenants,
agreements and conditions required by this Agreement to be performed,  satisfied
or complied with by the Buyer(s) at or prior to the Closing Dates.

         7. CONDITIONS TO THE BUYER'S OBLIGATION TO PURCHASE.

         The  obligation of the Buyer(s)  hereunder to purchase the  Convertible
Debentures  at the  Closing  is subject  to the  satisfaction,  at or before the
Closing  Dates,  of  each  of the  following  conditions,  provided  that  these
conditions are for the Buyer's sole benefit and may be waived by the Buyer(s) at
any time in its sole discretion:

               (a)  The  Company  shall  have  executed  this   Agreement,   the
Convertible   Debenture,   the  Escrow  Agreement,   the  Irrevocable   Transfer
Instructions and the Investor  Registration Rights Agreement,  and delivered the
same to the Buyer(s).

               (b) The Company shall have  delivered to Butler  Gonzalez LLP the
Restricted Pledged Shares as well as the Free Trading Pledged Shares.

               (c) The Common  Stock shall be  authorized  for  quotation on the
OTCBB,  trading in the Common Stock shall not have been suspended for any reason
and all of the Conversion  Shares  issuable upon  conversion of the  Convertible
Debentures shall be approved for listing or quotation on the OTCBB.

               (d) The Buyer shall have received the Pledge  Agreement  executed
by Merrit Jesson, medallion guaranteed stock/bond power and medallion guaranteed
shares of common stock pledged pursuant to the Pledge Agreement.

               (e)  The  Buyer  shall  have  received  the  Security  Agreements
executed by Robert Ellis and Donald Quarterman.

               (f) The  representations  and  warranties of the Company shall be
true and correct in all material respects (except to the extent that any of such
representations and


                                       16

<PAGE>


warranties is already  qualified as to materiality in Section 3 above,  in which
case,  such  representations  and warranties  shall be true and correct  without
further  qualification)  as of the date when made and as of the Closing Dates as
though made at that time (except for  representations  and warranties that speak
as of a specific  date) and the  Company  shall have  performed,  satisfied  and
complied in all material respects with the covenants,  agreements and conditions
required by this  Agreement to be  performed,  satisfied or complied with by the
Company at or prior to the Closing Dates.  If requested by the Buyer,  the Buyer
shall have  received a  certificate,  executed by the  President of the Company,
dated as of the  Closing  Dates,  to the  foregoing  effect and as to such other
matters  as  may  be  reasonably  requested  by  the  Buyer  including,  without
limitation  an update  as of the  Closing  Dates  regarding  the  representation
contained in Section 3(c) above.

               (g) The Company shall have executed and delivered to the Buyer(s)
the  Convertible  Debentures in the  respective  amounts set forth opposite each
Buyer(s) name on Schedule I attached hereto.

               (h) The Buyer(s)  shall have  received an opinion of counsel from
Sichenzia Ross Friedman Ference LLP in a form satisfactory to the Buyer(s).

               (i) The Company shall have provided to the Buyer(s) a certificate
of good standing from the secretary of state from the state in which the company
is incorporated.

               (j) As of the Third Closing Date, the Company shall have obtained
the  necessary  Stockholder  Approval to increase its  authorized  shares to two
hundred  fifty  million   (250,000,000),   filed  an  information  statement  to
increasing  its  authorized  shares to two hundred fifty million  (250,000,000),
increased its authorized shares to two hundred fifty million (250,000,000),  and
filed a registration statement pursuant to the Registration Rights Agreement.

               (k) As of the Third Closing Date, the Company shall have reserved
out of its  authorized  and  unissued  Common  Stock,  solely for the purpose of
effecting the conversion of the Convertible  Debentures,  shares of Common Stock
to effect the  conversion of all of the  Conversion  Shares then  outstanding or
shall call a meeting of its  stockholders  within  thirty  (30) days of the date
hereof in order to fulfill its obligations under this Section 7(i).

               (l) The  Irrevocable  Transfer  Agent  Instructions,  in form and
substance   satisfactory  to  the  Buyer,  shall  have  been  delivered  to  and
acknowledged in writing by the Company's transfer agent.

               (m) The Company  shall have provided the Buyer with duly executed
Board Resolutions accepting and ratifying the transactions herein.

               (n)  The  Company   shall  have   provided  to  the  Investor  an
acknowledgement,  to  the  satisfaction  of the  Investor,  from  the  Company's
accountants, as to its ability to provide all consents required in order to file
a registration statement in connection with this transaction.



                                       17

<PAGE>


         8. INDEMNIFICATION.

               (a) In  consideration  of the Buyer's  execution  and delivery of
this  Agreement and  acquiring the  Convertible  Debentures  and the  Conversion
Shares  hereunder,  and in addition to all of the  Company's  other  obligations
under this  Agreement,  the Company  shall defend,  protect,  indemnify and hold
harmless the Buyer(s) and each other holder of the  Convertible  Debentures  and
the  Conversion  Shares,  and all of their  officers,  directors,  employees and
agents  (including,  without  limitation,  those retained in connection with the
transactions   contemplated  by  this  Agreement)   (collectively,   the  "BUYER
INDEMNITEES")  from and against any and all  actions,  causes of action,  suits,
claims, losses, costs, penalties, fees, liabilities and damages, and expenses in
connection  therewith  (irrespective  of whether any such Buyer  Indemnitee is a
party  to the  action  for  which  indemnification  hereunder  is  sought),  and
including  reasonable   attorneys'  fees  and  disbursements  (the  "INDEMNIFIED
LIABILITIES"),  incurred by the Buyer Indemnitees or any of them as a result of,
or arising  out of, or relating  to (a) any  misrepresentation  or breach of any
representation  or  warranty  made  by  the  Company  in  this  Agreement,   the
Convertible  Debentures  or the Investor  Registration  Rights  Agreement or any
other certificate,  instrument or document  contemplated hereby or thereby,  (b)
any breach of any covenant,  agreement or obligation of the Company contained in
this  Agreement,  or the  Investor  Registration  Rights  Agreement or any other
certificate,  instrument or document  contemplated hereby or thereby, or (c) any
cause of action,  suit or claim  brought or made  against  such  Indemnitee  and
arising  out of or  resulting  from  the  execution,  delivery,  performance  or
enforcement  of this  Agreement or any other  instrument,  document or agreement
executed pursuant hereto by any of the Indemnities,  any transaction financed or
to be financed in whole or in part, directly or indirectly, with the proceeds of
the issuance of the Convertible  Debentures or the status of the Buyer or holder
of the Convertible  Debentures the Conversion  Shares, as a Buyer of Convertible
Debentures in the Company.  To the extent that the foregoing  undertaking by the
Company may be unenforceable for any reason,  the Company shall make the maximum
contribution  to the  payment  and  satisfaction  of  each  of  the  Indemnified
Liabilities, which is permissible under applicable law.

               (b) In consideration  of the Company's  execution and delivery of
this Agreement,  and in addition to all of the Buyer's other  obligations  under
this Agreement, the Buyer shall defend, protect, indemnify and hold harmless the
Company and all of its officers,  directors,  employees  and agents  (including,
without   limitation,   those  retained  in  connection  with  the  transactions
contemplated by this Agreement)  (collectively,  the "COMPANY INDEMNITEES") from
and against any and all Indemnified  Liabilities  incurred by the Indemnitees or
any of  them  as a  result  of,  or  arising  out  of,  or  relating  to (a) any
misrepresentation  or  breach  of any  representation  or  warranty  made by the
Buyer(s) in this  Agreement,  ,  instrument or document  contemplated  hereby or
thereby  executed by the Buyer,  (b) any breach of any  covenant,  agreement  or
obligation  of  the  Buyer(s)   contained  in  this   Agreement,   the  Investor
Registration  Rights Agreement or any other certificate,  instrument or document
contemplated  hereby  or  thereby  executed  by the  Buyer,  or (c) any cause of
action,  suit or claim brought or made against such Company  Indemnitee based on
material  misrepresentations  or due to a material  breach and arising out of or
resulting  from the  execution,  delivery,  performance  or  enforcement of this
Agreement,  the Investor  Registration Rights Agreement or any other instrument,
document  or  agreement   executed   pursuant  hereto  by  any  of  the  Company
Indemnities.  To the extent that the foregoing  undertaking by each Buyer may be
unenforceable for any reason, each Buyer shall make the maximum  contribution to
the payment and  satisfaction of each of the Indemnified  Liabilities,  which is
permissible under applicable law.


                                       18

<PAGE>


         9. GOVERNING LAW: MISCELLANEOUS.

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

               (b)  COUNTERPARTS.  This Agreement may be executed in two or more
identical  counterparts,  all of  which  shall  be  considered  one and the same
agreement and shall become effective when  counterparts have been signed by each
party and  delivered  to the other  party.  In the event any  signature  page is
delivered  by  facsimile  transmission,  the party  using such means of delivery
shall  cause  four  (4)  additional  original  executed  signature  pages  to be
physically  delivered to the other party  within five (5) days of the  execution
and delivery hereof.

               (c) HEADINGS.  The headings of this Agreement are for convenience
of reference and shall not form part of, or affect the  interpretation  of, this
Agreement.

               (d)  SEVERABILITY.  If any provision of this  Agreement  shall be
invalid   or   unenforceable   in   any   jurisdiction,   such   invalidity   or
unenforceability  shall  not  affect  the  validity  or  enforceability  of  the
remainder  of  this   Agreement  in  that   jurisdiction   or  the  validity  or
enforceability of any provision of this Agreement in any other jurisdiction.

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

               (f)  NOTICES.   Any   notices,   consents,   waivers,   or  other
communications  required  or  permitted  to be  given  under  the  terms of this
Agreement  must be in writing and will be deemed to have been delivered (i) upon
receipt, when delivered personally; (ii) upon confirmation of receipt, when sent
by  facsimile;  (iii)  three (3) days after being sent by U.S.  certified  mail,
return  receipt  requested,  or (iv) one (1) day after deposit with a nationally
recognized  overnight  delivery service,  in each case properly addressed to the
party to  receive  the  same.  The  addresses  and  facsimile  numbers  for such
communications shall be:

                                       19

<PAGE>

If to the Company, to:           Pick Ups Plus Inc.
                                 4360 Ferguson Drive - Suite 120
                                 Cincinnati, Ohio 45245
                                 Attention:    Robert White
                                 Telephone:    (513) 398-4344
                                 Facsimile:    (513) 398-9802

                                 Sichenzia Ross Friedman Ference LLP
With a copy to:                  1065 Avenue of the Americas - 21st Floor
                                 New York, New York 10018
                                 Attention:    Gregory Sichenzia, Esq.
                                 Telephone:    (212) 930-9700
                                 Facsimile:    (212) 930-9725


If to the Buyer, to:             Cornell Capital Partners, LP
                                 101 Hudson Street - Suite 3606
                                 Jersey City, New Jersey 07302
                                 Attention:    Mark Angelo
                                 Telephone:    (201) 985-8300
                                 Facsimile:    (201) 985-8266

With a copy to:                  Butler Gonzalez LLP
                                 1000 Stuyvesant Avenue - Suite 6
                                 Union, NJ 07083
                                 Attention:    David Gonzalez, Esq.
                                 Telephone:    (908) 810-8588
                                 Facsimile:    (908) 810-0973

         If to the Buyer(s),  to its address and facsimile number on Schedule I,
with copies to the Buyer's  counsel as set forth on Schedule I. Each party shall
provide five (5) days' prior written  notice to the other party of any change in
address or facsimile number.

               (g) SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon
and inure to the  benefit of the  parties and their  respective  successors  and
assigns.  Neither the Company nor any Buyer shall  assign this  Agreement or any
rights or obligations  hereunder  without the prior written consent of the other
party hereto.

               (h) NO THIRD PARTY BENEFICIARIES.  This Agreement is intended for
the benefit of the parties hereto and their respective  permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.

               (i) SURVIVAL.  Unless this Agreement is terminated  under Section
9(l),  the  representations  and  warranties  of the  Company  and the  Buyer(s)
contained  in  Sections  2 and 3, the  agreements  and  covenants  set  forth in
Sections 4, 5 and 9, and the indemnification  provisions set forth in Section 8,
shall  survive the Closing  for a period of one (1) year  following  the date on


                                       20

<PAGE>


which the  Convertible  Debentures  are converted in full. The Buyer(s) shall be
responsible  only  for  its  own  representations,  warranties,  agreements  and
covenants hereunder.

               (j) PUBLICITY.  The Company and the Buyer(s) shall have the right
to approve, before issuance any press release or any other public statement with
respect to the  transactions  contemplated  hereby made by any party;  provided,
however,  that the Company shall be entitled,  without the prior approval of the
Buyer(s),  to issue any press release or other public disclosure with respect to
such  transactions  required  under  applicable  securities  or  other  laws  or
regulations  (the Company  shall use its best efforts to consult the Buyer(s) in
connection with any such press release or other public  disclosure  prior to its
release  and  Buyer(s)  shall  be  provided  with a copy  thereof  upon  release
thereof).

               (k) FURTHER ASSURANCES. Each party shall do and perform, or cause
to be done and  performed,  all such further acts and things,  and shall execute
and deliver all such other agreements, certificates,  instruments and documents,
as the other party may  reasonably  request in order to carry out the intent and
accomplish  the  purposes  of  this  Agreement  and  the   consummation  of  the
transactions contemplated hereby.

               (l)  TERMINATION.  In the event that the  Closing  shall not have
occurred with respect to the Buyers on or before five (5) business days from the
date  hereof  due to the  Company's  or  the  Buyer's  failure  to  satisfy  the
conditions  set forth in Sections 6 and 7 above (and the  non-breaching  party's
failure to waive such unsatisfied  condition(s)),  the non-breaching party shall
have the option to terminate this Agreement with respect to such breaching party
at the close of  business  on such date  without  liability  of any party to any
other party;  provided,  however,  that if this  Agreement is  terminated by the
Company  pursuant to this Section 9(l),  the Company  shall remain  obligated to
reimburse  the  Buyer(s)  for the fees  and  expenses  of  Butler  Gonzalez  LLP
described in Section 4(g) above.

               (m) NO STRICT  CONSTRUCTION.  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.


                    [REMAINDER PAGE INTENTIONALLY LEFT BLANK]



                                       21

<PAGE>



         IN WITNESS  WHEREOF,  the  Buyers  and the  Company  have  caused  this
Securities  Purchase  Agreement to be duly executed as of the date first written
above.


                                         COMPANY:
                                         PICK-UPS PLUS INC.

                                         By:
                                         ----------------------------------
                                         Name:       Robert White
                                         Title:     Chief Financial Officer




                                       22

<PAGE>




                                                                       EXHIBIT A


                            FORM OF PLEDGE AGREEMENT






<PAGE>




                                                                       EXHIBIT B



                             FORM SECURITY AGREEMENT








<PAGE>




                                                                       EXHIBIT C




                 FORM OF INVESTOR REGISTRATION RIGHTS AGREEMENT



                                       2




<PAGE>



                                                                       EXHIBIT D



                  FORM IRREVOCABLE TRANSFER AGENT INSTRUCTIONS











<PAGE>




                                                                       EXHIBIT E



                            FORM OF ESCROW AGREEMENT






                                       2



<PAGE>

                                   SCHEDULE I


                               SCHEDULE OF BUYERS


<TABLE>
<CAPTION>
                                                                        ADDRESS/FACSIMILE                   AMOUNT OF
           NAME                           SIGNATURE                      NUMBER OF BUYER                  SUBSCRIPTION
-------------------------      --------------------------------      -------------------------           -----------------
<S>                           <C>                                   <C>                                   <C>
Cornell Capital Partners, LP   By:      Yorkville Advisors, LLC      101 Hudson Street - Suite 3606      $     180,000
                               Its:     General Partner              Jersey City, NJ  07303
                                                                     Facsimile:  (201) 985-8266
                               By:
                               --------------------------------
                               Name:    Mark A. Angelo
                               Its:     Portfolio Manager

</TABLE>


                                       3

<PAGE>