Exhibit 10.1


                                                                  EXECUTION COPY

                         COMMON STOCK PURCHASE AGREEMENT

     COMMON STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of November 24,
2004 by and between WALKER FINANCIAL  CORPORATION,  a Delaware  corporation (the
"Company"),  and FUSION  CAPITAL  FUND II, LLC, an  Illinois  limited  liability
company (the "Buyer").  Capitalized  terms used herein and not otherwise defined
herein are defined in Section 10 hereof.

                                    WHEREAS:

     Subject  to the  terms and  conditions  set  forth in this  Agreement,  the
Company  wishes  to sell to the  Buyer,  and the  Buyer  wishes  to buy from the
Company,  up to Six Million Dollars  ($6,000,000) of the Company's common stock,
par value $0.10 per share (the "Common Stock"). The shares of Common Stock to be
purchased  hereunder  are  referred  to  herein  as the  "Purchase  Shares."  In
addition,  as set forth in Section 1 (g) hereof,  the  Company  may, in its sole
discretion,  at any time after the date hereof and until 30 days after such date
as the Available Amount is equal to $0, deliver an irrevocable written notice to
the Buyer  stating that the Company  elects to enter into a second  Common Stock
Purchase  Agreement with the Buyer for the purchase of an additional Six Million
Dollars ($6,000,000) of Common Stock.

     NOW THEREFORE, the Company and the Buyer hereby agree as follows:

     1. PURCHASE OF COMMON STOCK.

     Subject to the terms and conditions set forth in Sections 6, 7 and 9 below,
the Company  hereby agrees to sell to the Buyer,  and the Buyer hereby agrees to
purchase from the Company, shares of Common Stock as follows:

     (a)  Commencement  of Purchases of Common  Stock.  The purchase and sale of
Common Stock  hereunder  shall  commence  (the  "Commencement")  within five (5)
Trading Days following the date of satisfaction (or waiver) of the conditions to
the  Commencement  set forth in Sections 6 and 7 below (or such later date as is
mutually agreed to by the Company and Buyer) (the date of such Commencement, the
"Commencement Date").

     (b) Buyer's Purchase Rights and Obligations. Subject to the Company's right
to suspend  purchases under Section  1(d)(ii)  hereof,  the Buyer shall purchase
shares of Common Stock on each  Trading Day during each Monthly  Period equal to
the Daily Purchase Amount (as defined in Section 1(c)(i)) at the Purchase Price.
Within one (1) Trading Day of receipt of Purchase Shares, the Buyer shall pay to
the Company an amount equal to the Purchase Amount with respect to such Purchase
Shares as full payment for the purchase of the Purchase Shares so received.  The
Company  shall not  issue  any  fraction  of a share of  Common  Stock  upon any
purchase. All shares of Common Stock (including fractions thereof) issuable upon
a purchase under this Agreement  shall be aggregated for purposes of determining
whether the  purchase  would  result in the issuance of a fraction of a share of
Common  Stock.  If, after the  aforementioned  aggregation,  the issuance  would
result in the  issuance  of a fraction of a share of Common  Stock,  the Company
shall round such  fraction of a share of Common  Stock up or down to the nearest
whole share.  All  payments  made under this  Agreement  shall be made in lawful
money of the United States of America by check or wire  transfer of  immediately
available  funds to such account as the Company may from time to time  designate
by written notice in accordance with the provisions of this Agreement.  Whenever
any amount  expressed to be due by the terms of this Agreement is due on any day
that is not a Trading Day, the same shall instead be due on the next  succeeding
day which is a Trading Day.


<PAGE>

     (c) The Daily Purchase Amount;  Company's Right to Decrease or Increase the
Daily Purchase Amount.

     (i) The Daily  Purchase  Amount.  As used herein the term  "Original  Daily
     Purchase Amount" shall mean Twelve Thousand Five Hundred Dollars  ($12,500)
     per Trading Day. As used herein,  the term "Daily  Purchase  Amount"  shall
     mean initially  Twelve Thousand Five Hundred Dollars  ($12,500) per Trading
     Day,  which amount may be increased or decreased from time to time pursuant
     to this Section 1(c).

     (ii)  Company's  Right to Decrease the Daily Purchase  Amount.  The Company
     shall always have the right at any time to decrease the amount of the Daily
     Purchase  Amount by delivering  written  notice (a "Daily  Purchase  Amount
     Decrease  Notice") to the Buyer which  notice  shall  specify the new Daily
     Purchase  Amount.  The decrease in the Daily  Purchase  Amount shall become
     effective one Trading Day after receipt by the Buyer of the Daily  Purchase
     Amount  Decrease  Notice.  Any purchases by the Buyer which have a Purchase
     Date on or prior to the first (1st)  Trading Day after receipt by the Buyer
     of a Daily Purchase  Amount  Decrease Notice must be honored by the Company
     as otherwise  provided  herein.  The decrease in the Daily Purchase  Amount
     shall  remain in effect  until the  Company  delivers  to the Buyer a Daily
     Purchase Amount Increase Notice (as defined below).

     (iii)  Company's Right to Increase the Daily Purchase  Amount.  The Company
     shall have the right (but not the obligation) to increase the amount of the
     Daily Purchase Amount in accordance with the terms and conditions set forth
     in this Section 1(c)(iii) by delivering written notice to the Buyer stating
     the new  amount of the Daily  Purchase  Amount  (a "Daily  Purchase  Amount
     Increase  Notice").  A Daily  Purchase  Amount  Increase  Notice  shall  be
     effective  five (5) Trading  Days after  receipt by the Buyer.  The Company
     shall always have the right at any time to increase the amount of the Daily
     Purchase Amount up to the Original Daily Purchase  Amount.  With respect to
     increases in the Daily  Purchase  Amount above the Original  Daily Purchase
     Amount,  as the market  price for the Common  Stock  increases  the Company
     shall  have the right  from  time to time to  increase  the Daily  Purchase
     Amount as follows.  For every $0.10 increase in Threshold Price above $0.50
     (subject to equitable adjustment for any reorganization,  recapitalization,
     non-cash dividend,  stock split or other similar transaction),  the Company
     shall  have the right to  increase  the Daily  Purchase  Amount by up to an
     additional  $2,500  in  excess  of  the  Original  Daily  Purchase  Amount.
     "Threshold  Price" for  purposes  hereof means the lowest Sale Price of the
     Common Stock during the five (5) consecutive Trading Days immediately prior
     to the submission to the Buyer of a Daily Purchase  Amount  Increase Notice
     (subject to equitable adjustment for any reorganization,  recapitalization,
     non-cash dividend, stock split or other similar transaction).  For example,
     if the  Threshold  Price is  $0.70,  the  Company  shall  have the right to
     increase the Daily Purchase  Amount to up to $17,500 in the  aggregate.  If
     the Threshold Price is $1.00,  the Company shall have the right to increase
     the Daily Purchase  Amount to up to $25,000 in the aggregate.  Any increase
     in the amount of the Daily  Purchase  Amount shall continue in effect until
     the  delivery  to the Buyer of a Daily  Purchase  Amount  Decrease  Notice.
     However, if at any time during any Trading Day the Sale Price of the Common
     Stock is below the applicable  Threshold Price,  such increase in the Daily
     Purchase  Amount shall be void and the Buyer's  obligations to buy Purchase
     Shares hereunder in excess of the applicable  maximum Daily Purchase Amount
     shall be terminated.  Thereafter, the Company shall again have the right to
     increase  the amount of the Daily  Purchase  Amount as set forth  herein by
     delivery of a new Daily Purchase  Amount  Increase  Notice only if the Sale
     Price of the Common Stock is above the applicable  Threshold  Price on each
     of five (5) consecutive  Trading Days  immediately  prior to such new Daily
     Purchase Amount Increase Notice.


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<PAGE>

     (d) Limitations on Purchases.

     (i)  Limitation on Beneficial  Ownership.  The Company shall not effect any
     sale  under  this  Agreement  and the  Buyer  shall  not have the  right to
     purchase  shares of Common  Stock under this  Agreement  to the extent that
     after giving effect to such purchase the Buyer together with its affiliates
     would  beneficially own in excess of 4.9% of the outstanding  shares of the
     Common Stock following such purchase.  For purposes  hereof,  the number of
     shares of Common Stock  beneficially  owned by the Buyer and its affiliates
     or  acquired  by the Buyer and its  affiliates,  as the case may be,  shall
     include the number of shares of Common Stock issuable in connection  with a
     purchase under this Agreement  with respect to which the  determination  is
     being made,  but shall  exclude the number of shares of Common  Stock which
     would be issuable  upon (1) a purchase of the  remaining  Available  Amount
     which has not been  submitted for purchase,  and (2) exercise or conversion
     of the  unexercised or unconverted  portion of any other  securities of the
     Company  (including,   without  limitation,  any  warrants)  subject  to  a
     limitation on conversion or exercise analogous to the limitation  contained
     herein  beneficially  owned by the  Buyer and its  affiliates.  If the 4.9%
     limitation  is ever  reached the Company  shall have the option to increase
     such  limitation  to 9.9% by  delivery  of  written  notice  to the  Buyer.
     Thereafter, if the 9.9% limitation is ever reached this shall not affect or
     limit the Buyer's  obligation  to  purchase  the Daily  Purchase  Amount as
     otherwise provided in this Agreement.  Specifically,  even though the Buyer
     may not  receive  additional  shares of Common  Stock in the event that the
     9.9% limitation is ever reached, the Buyer is still obligated to pay to the
     Company  the  Daily  Purchase  Amount  on  each  Trading  Day as  otherwise
     obligated  under this  Agreement,  e.g.  no Event of Default (as defined in
     Section 9 hereof) has  occurred,  nor any event which,  after notice and/or
     lapse of time, would become an Event of Default.  Under such circumstances,
     the Buyer would have the right to acquire additional shares of Common Stock
     in the future only at such time as its ownership  subsequently  become less
     than the 9.9% limitation.  For purposes of this Section, in determining the
     number of  outstanding  shares  of  Common  Stock the Buyer may rely on the
     number  of  outstanding  shares  of Common  Stock as  reflected  in (1) the
     Company's  most  recent  Form 10-Q or Form 10-K,  as the case may be, (2) a
     more recent  public  announcement  by the Company or (3) any other  written
     communication by the Company or its Transfer Agent setting forth the number
     of shares of Common Stock outstanding.  Upon the reasonable written or oral
     request of the Buyer,  the Company  shall  promptly  confirm  orally and in
     writing to the Buyer the number of shares of Common Stock then outstanding.
     In any case,  the number of  outstanding  shares of Common  Stock  shall be
     determined after giving effect to any purchases under this Agreement by the
     Buyer  since  the date as of which  such  number of  outstanding  shares of
     Common  Stock was  reported.  Except as  otherwise  set forth  herein,  for
     purposes of this Section 1(d)(i),  beneficial ownership shall be determined
     in accordance with Section 13(d) of the Securities Exchange Act of 1934, as
     amended.

     (ii) Company's  Right to Suspend  Purchases.  The Company may, at any time,
     give  written  notice  (a  "Purchase   Suspension  Notice")  to  the  Buyer
     suspending  purchases of Purchase Shares by the Buyer under this Agreement.
     The Purchase  Suspension  Notice shall be effective only for purchases that
     have a Purchase  Date later than one (1) Trading  Day after  receipt of the
     Purchase Suspension Notice by the Buyer. Any purchase by the Buyer that has
     a Purchase Date on or prior to the first (1st) Trading Day after receipt by
     the Buyer of a Purchase  Suspension Notice from the Company must be honored
     by the Company as otherwise provided herein. Such purchase suspension shall
     continue in effect  until a revocation  in writing by the  Company,  at its
     sole discretion.  So long as a Purchase Suspension Notice is in effect, the
     Buyer shall not be  obligated  to  purchase  any  Purchase  Shares from the
     Company under Section 1 of this Agreement.


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<PAGE>

     (iii)  Purchase  Price Floor.  The Company shall not affect any sales under
     this Agreement and the Buyer shall not have the right nor the obligation to
     purchase any Purchase  Shares under this Agreement on any Trading Day where
     the Purchase Price for any purchases of Purchase  Shares would be less than
     the Floor Price.

     (e) Records of  Purchases.  The Buyer and the Company  shall each  maintain
records  showing the remaining  Available  Amount at any give time and the dates
and  Purchase  Amounts  for each  purchase  or  shall  use  such  other  method,
reasonably satisfactory to the Buyer and the Company.

     (f) Taxes.  The Company  shall pay any and all  transfer,  stamp or similar
taxes that may be payable  with  respect to the  issuance  and  delivery  of any
shares of Common Stock to the Buyer made under this Agreement.

     (g) Option for Second Tranche; Second Common Stock Purchase Agreement.  The
Company may, in its sole discretion, at any time after the date hereof and until
30 days  after  such date as the  Available  Amount is equal to $0 (the  "Second
Tranche  Expiration Date"),  deliver an irrevocable  written notice (the "Second
Tranche  Notice") to the Buyer stating that the Company  elects to enter into an
additional  Common Stock  Purchase  Agreement (the "Second Common Stock Purchase
Agreement") with the Buyer for the purchase of Six Million Dollars  ($6,000,000)
of additional  Common Stock. It is agreed and acknowledged by the parties hereto
that entering into the Second Common Stock  Purchase  Agreement  shall be at the
option of the  Company in its sole  discretion  until  such time as the  Company
shall have delivered the Second Tranche Notice to the Buyer. The Buyer shall not
be obligated to enter into the Second Common Stock Purchase Agreement unless the
Company has  delivered  the Second  Tranche  Notice prior to the Second  Tranche
Expiration  Date. The Second Common Stock Purchase  Agreement may not be entered
into until the aggregate  Available Amount under this Agreement is fully used to
buy Purchase Shares hereunder. Upon delivery of the Second Tranche Notice to the
Buyer prior to the Second  Tranche  Expiration  Date,  the Buyer and the Company
shall be obligated to enter into the Second Common Stock  Purchase  Agreement no
later than the date that is 10 Trading Days after the Second Tranche  Expiration
Date. If the Buyer and the Company have not entered into the Second Common Stock
Purchase  Agreement by the date that is 10 Trading Days after the Second Tranche
Expiration  Date, the Buyer shall not be obligated to enter into such additional
Common Stock Purchase  Agreement.  The terms and conditions of the Second Common
Stock  Purchase  Agreement  shall  be in form  and  substance  identical  in all
respects to this Agreement,  provided,  however, that for purposes of the Second
Common Stock Purchase Agreement, this Section 1(g) shall be omitted.


     2. BUYER'S REPRESENTATIONS AND WARRANTIES.

     The Buyer represents and warrants to the Company that as of the date hereof
and as of the Commencement Date:

     (a)  Investment  Purpose.  The Buyer is entering  into this  Agreement  and
acquiring  the  Commitment  Shares,  (as defined in Section 4(f)  hereof)  (this
Agreement and the Commitment  Shares are collectively  referred to herein as the
"Securities"),  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;  provided however, by making the representations herein, the Buyer does
not agree to hold any of the Securities for any minimum or other specific term.


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<PAGE>

     (b) Accredited  Investor Status.  The Buyer is an "accredited  investor" as
that term is defined in Rule 501(a)(3) of Regulation D.

     (c) Reliance on Exemptions.  The Buyer  understands that the Securities 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 the
Buyer's   compliance   with,  the   representations,   warranties,   agreements,
acknowledgments  and  understandings  of the Buyer set forth  herein in order to
determine the  availability  of such exemptions and the eligibility of the Buyer
to acquire the Securities.

     (d) Information.  The Buyer has been furnished with all materials  relating
to the business,  finances and operations of the Company and materials  relating
to the offer and sale of the Securities that have been  reasonably  requested by
the Buyer,  including,  without  limitation,  the SEC  Documents  (as defined in
Section  3(f)  hereof).  The  Buyer  understands  that  its  investment  in  the
Securities  involves  a high  degree of risk.  The Buyer (i) is able to bear the
economic risk of an investment in the  Securities  including a total loss,  (ii)
has such knowledge and  experience in financial and business  matters that it is
capable of  evaluating  the merits and risks of the proposed  investment  in the
Securities  and (iii) has had an  opportunity  to ask  questions  of and receive
answers from the officers of the Company concerning the financial  condition and
business of the  Company  and others  matters  related to an  investment  in the
Securities.  Neither such  inquiries nor any other due diligence  investigations
conducted by the Buyer or its representatives  shall modify, amend or affect the
Buyer's right to rely on the Company's  representations and warranties contained
in Section 3 below. The 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 Securities.

     (e) No Governmental  Review.  The 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 Securities or the
fairness  or  suitability  of the  investment  in the  Securities  nor have such
authorities  passed  upon  or  endorsed  the  merits  of  the  offering  of  the
Securities.

     (f) Transfer or Resale.  The Buyer  understands  that except as provided in
the Registration  Rights Agreement (as defined in Section 4(a) hereof):  (i) the
Securities 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  thereunder or (B) an exemption
exists  permitting such Securities to be sold,  assigned or transferred  without
such registration;  (ii) any sale of the Securities made in reliance on 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 the 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 thereunder;  and (iii) neither the Company nor any other person is under any
obligation to register the Securities under the 1933 Act or any state securities
laws or to comply with the terms and conditions of any exemption thereunder.

     (g)  Validity;  Enforcement.  This  Agreement  has been  duly  and  validly
authorized,  executed  and  delivered  on behalf of the Buyer and is a valid and
binding agreement of the Buyer enforceable  against the Buyer in accordance with
its terms,  subject as to enforceability to general  principles of equity and to
applicable bankruptcy, insolvency,  reorganization,  moratorium, liquidation and
other  similar laws  relating to, or affecting  generally,  the  enforcement  of
applicable creditors' rights and remedies.


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<PAGE>

     (h) Residency. The Buyer is a resident of the State of Illinois.

     (i) No Prior  Short  Selling.  The Buyer  represents  and  warrants  to the
Company  that at no time  prior  to the  date of this  Agreement  has any of the
Buyer, its agents,  representatives or affiliates engaged in or effected, in any
manner whatsoever, directly or indirectly, any (i) "short sale" (as such term is
defined  in Rule  3b-3 of the 1934  Act) of the  Common  Stock  or (ii)  hedging
transaction,  which  establishes a net short position with respect to the Common
Stock.


     3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

     The Company represents and warrants to the Buyer that as of the date hereof
and as of the Commencement Date:

     (a)  Organization  and  Qualification.  The Company and its  "Subsidiaries"
(which for  purposes of this  Agreement  means any entity in which the  Company,
directly or indirectly, owns 50% or more of the voting stock or capital stock or
other similar  equity  interests)  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 and authority 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 its ownership of
property or 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  could not  reasonably  be  expected  to have a Material  Adverse
Effect. As used in this Agreement,  "Material Adverse Effect" means any material
adverse  effect on any of: (i) the  business,  properties,  assets,  operations,
results  of   operations   or  financial   condition  of  the  Company  and  its
Subsidiaries,  if any, taken as a whole, or (ii) the authority or ability of the
Company to perform its obligations  under the Transaction  Documents (as defined
in Section 3(b) hereof).  The Company has no Subsidiaries except as set forth on
Schedule 3(a).

     (b) Authorization; Enforcement; Validity. (i) The Company has the requisite
corporate  power and authority to enter into and perform its  obligations  under
this  Agreement,  the  Registration  Rights  Agreement  and  each  of the  other
agreements  entered  into by the parties on the  Commencement  Date and attached
hereto  as  exhibits  to  this   Agreement   (collectively,   the   "Transaction
Documents"), and to issue the Securities in accordance with the terms hereof and
thereof,  (ii) the  execution and delivery of the  Transaction  Documents by the
Company and the consummation by it of the transactions  contemplated  hereby and
thereby, including without limitation, the issuance of the Commitment Shares and
the  reservation  for issuance and the issuance of the Purchase  Shares issuable
under  this  Agreement,  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  shareholders,  (iii) this Agreement has been, and
each other Transaction Document shall be on the Commencement Date, duly executed
and delivered by the Company and (iv) this Agreement constitutes, and each other
Transaction  Document  upon  its  execution  on  behalf  of the  Company,  shall
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
Board of Directors of the Company has approved  the  resolutions  (the  "Signing
Resolutions")  substantially  in the form as set forth as Exhibit  C-1  attached


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<PAGE>

hereto to authorize this Agreement and the transactions contemplated hereby. The
Signing  Resolutions  are  valid,  in full  force and  effect  and have not been
modified or  supplemented in any respect other than by the resolutions set forth
in Exhibit C-2 attached hereto regarding the registration  statement referred to
in Section 4 hereof.  The Company has  delivered to the Buyer a true and correct
copy of a unanimous written consent adopting the Signing Resolutions executed by
all of the members of the Board of Directors of the Company.  No other approvals
or consents of the Company's Board of Directors and/or shareholders is necessary
under  applicable  laws and the Company's  Certificate of  Incorporation  and/or
Bylaws to authorize the  execution and delivery of this  Agreement or any of the
transactions contemplated hereby, including, but not limited to, the issuance of
the Commitment Shares and the issuance of the Purchase Shares.

     (c) Capitalization.  As of the date hereof, the authorized capital stock of
the Company  consists of (i) 100,000,000  shares of Common Stock, of which as of
the date hereof,  12,198,401  shares are issued and  outstanding,  0 are held as
treasury  shares,  711,463  shares are  reserved  for  issuance  pursuant to the
Company's stock option plans of which only  approximately  209,000 shares remain
available for future  grants and 1,169,906  shares are issuable and reserved for
issuance pursuant to securities (other than stock options issued pursuant to the
Company's stock option plans)  exercisable or  exchangeable  for, or convertible
into, shares of Common Stock and (ii) 5,000,000 shares of Preferred Stock, $0.01
par value with a $_____  per share  liquidation  preference,  of which as of the
date hereof 0 shares are issued and outstanding.  All of such outstanding shares
have  been,  or upon  issuance  will be,  validly  issued and are fully paid and
nonassessable.  Except  as  disclosed  in  Schedule  3(c),  (i) no shares of the
Company's  capital stock are subject to  preemptive  rights or any other similar
rights or any liens or encumbrances  suffered or permitted by the Company,  (ii)
there  are no  outstanding  debt  securities,  (iii)  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, (iv) there are no agreements or arrangements
under which the Company or any of its  Subsidiaries is obligated to register the
sale of any of their  securities  under the 1933 Act  (except  the  Registration
Rights Agreement), (v) there are no outstanding securities or instruments of the
Company or any of its  Subsidiaries  which  contain  any  redemption  or similar
provisions,  and  there  are  no  contracts,   commitments,   understandings  or
arrangements  by which the Company or any of its  Subsidiaries  is or may become
bound to redeem a security of the Company or any of its Subsidiaries, (vi) there
are no securities or instruments containing  anti-dilution or similar provisions
that will be triggered by the  issuance of the  Securities  as described in this
Agreement and (vii) the Company does not have any stock  appreciation  rights or
"phantom  stock"  plans or  agreements  or any similar  plan or  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 amended and
as in effect on the date hereof (the  "By-laws"),  and summaries of the terms of
all securities  convertible  into or exercisable  for Common Stock,  if any, and
copies of any documents containing the material rights of the holders thereof in
respect thereto.

     (d) Issuance of Securities. The Commitment Shares have been duly authorized
and, upon issuance in accordance  with the terms hereof,  the Commitment  Shares
shall be (i) validly issued,  fully paid and  non-assessable  and (ii) free from
all taxes,  liens and  charges  with  respect to the issue  thereof.  20,000,000
shares of Common Stock have been duly  authorized and reserved for issuance upon
purchase under this Agreement.  Upon issuance and payment therefor in accordance
with the terms and conditions of this  Agreement,  the Purchase  Shares shall be
validly issued,  fully paid and nonassessable and free from all taxes, liens and
charges with respect to the issue  thereof,  with the holders being  entitled to
all rights accorded to a holder of Common Stock.


                                       7
<PAGE>

     (e) No  Conflicts.  Except as disclosed in Schedule  3(e),  the  execution,
delivery and  performance  of the  Transaction  Documents by the Company and the
consummation by the Company of the transactions  contemplated hereby and thereby
(including, without limitation, the reservation for issuance and issuance of the
Purchase  Shares)  will not (i)  result in a  violation  of the  Certificate  of
Incorporation,  any Certificate of  Designations,  Preferences and Rights 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 Principal  Market  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 in the case of conflicts, defaults
and  violations  under clause (ii),  which could not  reasonably  be expected to
result in a Material  Adverse  Effect.  Except as  disclosed  in Schedule  3(e),
neither the Company nor its  Subsidiaries  is in  violation of any term of or in
default under its Certificate of Incorporation,  any Certificate of Designation,
Preferences  and  Rights of any  outstanding  series of  preferred  stock of the
Company or By-laws or their  organizational  charter or  by-laws,  respectively.
Except as  disclosed  in  Schedule  3(e),  neither  the  Company  nor any of its
Subsidiaries  is in violation of any term of or is in default under 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,  except for possible  conflicts,  defaults,  terminations  or
amendments  which could not  reasonably  be expected to have a Material  Adverse
Effect. The business of the Company and its Subsidiaries is not being conducted,
and shall not be conducted,  in violation of any law,  ordinance,  regulation of
any governmental entity, except for possible violations, the sanctions for which
either individually or in the aggregate could not reasonably be expected to have
a Material Adverse Effect. Except as specifically contemplated by this Agreement
and as required  under the 1933 Act or 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 or any
regulatory  or  self-regulatory  agency in order for it to  execute,  deliver or
perform  any  of its  obligations  under  or  contemplated  by  the  Transaction
Documents in accordance with the terms hereof or thereof. Except as disclosed in
Schedule 3(e), all consents,  authorizations,  orders, filings and registrations
which the Company is required to obtain pursuant to the preceding sentence shall
be obtained or effected on or prior to the Commencement  Date.  Except as listed
in  Schedule  3(e),  since  August 1, 2003,  the Company  has not  received  nor
delivered any notices or  correspondence  from or to the Principal  Market.  The
Principal  Market  has not  commenced  any  delisting  proceedings  against  the
Company.

     (f) SEC Documents;  Financial  Statements.  Except as disclosed in Schedule
3(f),  since  January  1,  2003,  the  Company  has  timely  filed all  reports,
schedules, forms, statements and other documents required to be filed by it with
the SEC pursuant to the reporting requirements of the Securities Exchange Act of
1934, as amended (the "1934 Act") (all of the foregoing  filed prior to 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").  As of their  respective  dates (except as
they have been correctly  amended),  the SEC Documents  complied in all material
respects with the  requirements of the 1934 Act and the rules and regulations of
the SEC promulgated thereunder applicable to the SEC Documents,  and none of the
SEC Documents, at the time they were filed with the SEC (except as they may have
been properly  amended),  contained  any untrue  statement of a material fact or


                                       8
<PAGE>

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.  As of their  respective  dates (except as they
have been properly amended), the financial statements of the Company included in
the SEC Documents  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). Except as listed in
Schedule  3(f), the Company has received no notices or  correspondence  from the
SEC since August 1, 2003. The SEC has not commenced any enforcement  proceedings
against the Company or any of its subsidiaries.

     (g) Absence of Certain Changes. Except as disclosed in Schedule 3(g), since
March 31,  2004,  there has been no  material  adverse  change in the  business,
properties,  operations,  financial  condition or results of  operations  of the
Company or its  Subsidiaries.  The Company has not taken any steps, and does not
currently  expect  to  take  any  steps,  to  seek  protection  pursuant  to any
Bankruptcy  Law  nor  does  the  Company  or any of its  Subsidiaries  have  any
knowledge or reason to believe that its creditors intend to initiate involuntary
bankruptcy or insolvency proceedings.  The Company is financially solvent and is
generally able to pay its debts as they become due.

     (h) Absence of Litigation. There is no action, suit, proceeding, inquiry or
investigation  before  or  by  any  court,  public  board,   government  agency,
self-regulatory organization or body pending or, to the knowledge of the Company
or any of its  Subsidiaries,  threatened  against or affecting the Company,  the
Common Stock or any of the Company's Subsidiaries or any of the Company's or the
Company's Subsidiaries' officers or directors in their capacities as such, which
could reasonably be expected to have a Material Adverse Effect. A description of
each action, suit, proceeding,  inquiry or investigation before or by any court,
public board, government agency,  self-regulatory organization or body which, as
of the date of this  Agreement,  is pending or threatened in writing  against or
affecting the Company, the Common Stock or any of the Company's  Subsidiaries or
any of the  Company's or the  Company's  Subsidiaries'  officers or directors in
their capacities as such, is set forth in Schedule 3(h).

     (i) Acknowledgment  Regarding Buyer's Status. The Company  acknowledges and
agrees that the Buyer is acting solely in the capacity of arm's length purchaser
with respect to the  Transaction  Documents  and the  transactions  contemplated
hereby and  thereby.  The  Company  further  acknowledges  that the Buyer is not
acting as a  financial  advisor or  fiduciary  of the Company (or in any similar
capacity)  with  respect  to the  Transaction  Documents  and  the  transactions
contemplated  hereby and thereby and any advice given by the Buyer or any of its
representatives  or agents in connection with the Transaction  Documents and the
transactions contemplated hereby and thereby is merely incidental to the Buyer's
purchase of the Securities. The Company further represents to the Buyer that the
Company's decision to enter into the Transaction Documents has been based solely
on the  independent  evaluation  by the  Company  and  its  representatives  and
advisors.

     (j)  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
Securities.


                                       9
<PAGE>

     (k) Intellectual  Property Rights.  The Company and its Subsidiaries own or
possess adequate rights or licenses to use all material trademarks, trade names,
service  marks,  service mark  registrations,  service  names,  patents,  patent
rights,    copyrights,    inventions,    licenses,    approvals,    governmental
authorizations,  trade secrets and rights  necessary to conduct their respective
businesses as now conducted.  Except as set forth on Schedule 3(k),  none of the
Company's  material  trademarks,   trade  names,  service  marks,  service  mark
registrations,  service names, patents, patent rights,  copyrights,  inventions,
licenses,   approvals,   government  authorizations,   trade  secrets  or  other
intellectual  property  rights have expired or terminated,  or, by the terms and
conditions thereof,  could expire or terminate within two years from the date of
this  Agreement.  The Company and its  Subsidiaries do not have any knowledge of
any infringement by the Company or its  Subsidiaries of any material  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,  or of any such  development  of similar or identical
trade  secrets or technical  information  by others and,  except as set forth on
Schedule  3(k),  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,  which could  reasonably be
expected to have a Material Adverse Effect.

     (l)  Environmental  Laws.  The  Company  and  its  Subsidiaries  (i) are 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, except where, in each of the
three  foregoing  clauses,  the  failure to so comply  could not  reasonably  be
expected to have, individually or in the aggregate, a Material Adverse Effect.

     (m) Title. The Company and its Subsidiaries  have good and marketable title
in fee simple to all real property and good and marketable title to all personal
property  owned by them which is material to the business of the Company and its
Subsidiaries, in each case free and clear of all liens, encumbrances and defects
except  such as are  described  in  Schedule  3(m) or such as do not  materially
affect the value of such  property  and do not  interfere  with the use made and
proposed to be made of such property by the Company and any of its Subsidiaries.
Any real property and facilities  held under lease by the Company and any of 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.

     (n)  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.

     (o)  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.


                                       10
<PAGE>

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

     (q) Transactions With Affiliates.  Except as set forth on Schedule 3(q) and
other than the grant or exercise of stock  options  disclosed on Schedule  3(c),
none of the  officers,  directors,  or  employees  of the Company is presently a
party to any transaction with the Company or any of its Subsidiaries (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 an  interest or is an
officer, director, trustee or partner.

     (r)  Application  of  Takeover  Protections.  The  Company and its board of
directors have taken or will take prior to the  Commencement  Date 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  Certificate of
Incorporation  or the laws of the state of its  incorporation  which is or could
become  applicable to the Buyer as a result of the transactions  contemplated by
this Agreement,  including,  without  limitation,  the Company's issuance of the
Securities and the Buyer's ownership of the Securities.

     (s)  Foreign  Corrupt  Practices.  Neither  the  Company,  nor  any  of its
Subsidiaries,  nor any director, officer, agent, employee or other person acting
on behalf of the  Company or any of its  Subsidiaries  has, in the course of its
actions  for, or on behalf of, the  Company,  used any  corporate  funds for any
unlawful contribution,  gift,  entertainment or other unlawful expenses relating
to  political  activity;  made any direct or  indirect  unlawful  payment to any
foreign or  domestic  government  official  or employee  from  corporate  funds;
violated  or is in  violation  of any  provision  of the  U.S.  Foreign  Corrupt
Practices Act of 1977, as amended; or made any unlawful bribe,  rebate,  payoff,
influence payment, kickback or other unlawful payment to any foreign or domestic
government official or employee.


     4. COVENANTS.

     (a) Filing of Registration Statement.  The Company shall within thirty (30)
Trading  Days from the date hereof file a new  registration  statement  covering
only the sale of the Commitment  Shares and at least 20,000,000  Purchase Shares
in accordance with the terms of the Registration  Rights  Agreement  between the
Company  and the  Buyer,  dated  as of the  date  hereof  ("Registration  Rights
Agreement.").


                                       11
<PAGE>

     (b) Blue Sky. The Company shall take such action,  if any, as is reasonably
necessary in order to obtain an exemption for or to qualify (i) the initial sale
of the  Commitment  Shares  and any  Purchase  Shares  to the Buyer  under  this
Agreement  and (ii) any  subsequent  resale  of the  Commitment  Shares  and any
Purchase Shares by the Buyer, in each case, under applicable securities or "Blue
Sky" laws of the states of the  United  States in such  states as is  reasonably
requested by the Buyer from time to time, and shall provide evidence of any such
action so taken to the Buyer.

     (c) No Variable Priced Financing.  Other than pursuant to this Agreement or
except as set forth on Schedule 4(c) hereto,  the Company  agrees that beginning
on the date of this  Agreement  and  ending on the date of  termination  of this
Agreement (as provided in Section 11(k) hereof),  neither the Company nor any of
its Subsidiaries shall, without the prior written consent of the Buyer, contract
for any equity financing (including any debt financing with an equity component)
or issue any equity  securities  of the Company or any  Subsidiary or securities
convertible or exchangeable  into or for equity securities of the Company or any
Subsidiary  (including debt securities with an equity  component)  which, in any
case (i) are convertible  into or exchangeable  for an  indeterminate  number of
shares of common stock,  (ii) are convertible  into or  exchangeable  for Common
Stock at a price which varies with the market price of the Common  Stock,  (iii)
directly or  indirectly  provide for any "re-set" or  adjustment of the purchase
price,  conversion rate or exercise price after the issuance of the security, or
(iv) contain any "make-whole" provision based upon, directly or indirectly,  the
market  price of the Common Stock after the  issuance of the  security,  in each
case, other than reasonable and customary anti-dilution adjustments for issuance
of shares  of Common  Stock at a price  which is below the  market  price of the
Common Stock.

     (d) Listing.  The Company shall  promptly  secure the listing of all of the
Purchase Shares and Commitment Shares upon each national securities exchange and
automated  quotation  system, if any, upon which shares of Common Stock are then
listed (subject to official  notice of issuance) and shall maintain,  so long as
any other  shares of Common  Stock shall be so listed,  such listing of all such
securities  from  time to time  issuable  under  the  terms  of the  Transaction
Documents.  The Company  shall  maintain the Common  Stock's  authorization  for
quotation  on  the  Principal  Market.  Neither  the  Company  nor  any  of  its
Subsidiaries  shall take any action that would be reasonably  expected to result
in the delisting or suspension of the Common Stock on the Principal Market.  The
Company shall  promptly,  and in no event later than the following  Trading Day,
provide to the Buyer copies of any notices it receives from the Principal Market
regarding  the  continued  eligibility  of the Common  Stock for listing on such
automated  quotation  system or securities  exchange.  The Company shall pay all
fees and expenses in  connection  with  satisfying  its  obligations  under this
Section.

     (e)  Limitation on Short Sales and Hedging  Transactions.  The Buyer agrees
that  beginning  on the  date  of  this  Agreement  and  ending  on the  date of
termination of this  Agreement as provided in Section  11(k),  the Buyer and its
agents,  representatives and affiliates shall not in any manner whatsoever enter
into or effect,  directly or  indirectly,  any (i) "short sale" (as such term is
defined  in Rule  3b-3 of the 1934  Act) of the  Common  Stock  or (ii)  hedging
transaction,  which  establishes a net short position with respect to the Common
Stock.

     (f)  Issuance  of  Commitment  Shares;  Limitation  on Sales of  Commitment
Shares.  Immediately  upon the  execution of this  Agreement,  the Company shall
issue to the Buyer 794,702 shares of Common Stock (the "Commitment Shares"). The
Commitment Shares shall be issued in certificated form and (subject to Section 5
hereof) shall bear the following restrictive legend:


                                       12
<PAGE>

     "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 FOR INVESTMENT 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 BUYER'S COUNSEL,  IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED
     UNDER SAID ACT OR APPLICABLE  STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT
     TO RULE 144 UNDER SAID ACT."

     The Buyer agrees that the Buyer shall not  transfer or sell the  Commitment
Shares until the earlier of 480 Trading Days (24 Monthly  Periods) from the date
hereof  or the date on which  this  Agreement  has  been  terminated,  provided,
however,  that such  restrictions  shall not apply:  (i) in connection  with any
transfers  to or  among  affiliates  (as  defined  in the  1934  Act),  (ii)  in
connection  with any  pledge  in  connection  with a bona  fide  loan or  margin
account,  (iii) in the event that the  Commencement  does not occur on or before
April 15, 2005,  due to the failure of the Company to satisfy the conditions set
forth in Section 7 or (iv) if an Event of  Default  has  occurred,  or any event
which,  after  notice  and/or  lapse of time,  would become an Event of Default,
including any failure by the Company to timely issue Purchase  Shares under this
Agreement.  Notwithstanding  the  forgoing,  the Buyer may  transfer  Commitment
Shares to a third  party in order to  settle a sale made by the Buyer  where the
Buyer  reasonably  expects the Company to deliver  Purchase  Shares to the Buyer
under  this  Agreement  so long as the  Buyer  maintains  ownership  of the same
overall number of shares of Common Stock by "replacing" the Commitment Shares so
transferred with Purchase Shares when the Purchase Shares are actually issued by
the Company to the Buyer.

     (g) Due Diligence. The Buyer shall have the right, from time to time as the
Buyer may reasonably deem  appropriate,  to perform  reasonable due diligence on
the Company  during  normal  business  hours.  The Company and its  officers and
employees shall provide  information and reasonably  cooperate with the Buyer in
connection  with any reasonable  request by the Buyer related to the Buyer's due
diligence of the Company,  including,  but not limited to, any such request made
by the Buyer in  connection  with (i) the filing of the  registration  statement
described  in Section 4(a) hereof and (ii) the  Commencement.  Each party hereto
agrees not to disclose any  Confidential  Information  of the other party to any
third party and shall not use the Confidential Information for any purpose other
than in connection  with, or in furtherance  of, the  transactions  contemplated
hereby. Each party hereto  acknowledges that the Confidential  Information shall
remain the  property of the  disclosing  party and agrees that it shall take all
reasonable  measures  to protect  the  secrecy of any  Confidential  Information
disclosed by the other party.

     (h) Participation  Rights.  For a period of 24 months from the date of this
Agreement,  the Company hereby grants to the Buyer a right to participate in the
purchase of any New  Securities  (as defined  below) that the Company may,  from
time to  time,  propose  to  issue  and sell in  connection  with any  financing
transaction, as follows. Not later than 5 Trading Days prior to the execution of
any definitive  documentation  relating to the sale of any New Securities to any
person  or entity  other  than the  Buyer or an  Affiliate  of the Buyer (a "New
Person"),  the Company  shall deliver  written  notice to Buyer of its intent to
enter into any such  transaction,  describing the New Person and the type of New
Securities  in  reasonable  detail,  and attaching to such notice copies of such
definitive documentation.  The Buyer shall have 10 Trading Days after receipt of
such notice to purchase an equal  amount of such New  Securities  or any portion
thereof,  at the  price  and on the  terms  specified  in such  notice by giving
written  notice to the Company  specifying  the amount of New  Securities  to be
purchased  by the  Buyer.  In the  event  the  Company  has not  sold  such  New
Securities to the New Person within 10 Trading Days after notice  thereof to the


                                       13
<PAGE>

Buyer,  the Company shall not thereafter issue or sell any New Securities to any
New Person  without first again  complying with this Section.  "New  Securities"
shall  mean any  shares of Common  Stock,  preferred  stock or any other  equity
securities of the Company or securities  convertible or exchangeable  for equity
securities of the Company,  provided,  however,  that New  Securities  shall not
include,  (i) shares of Common Stock issuable upon conversion or exercise of any
securities  outstanding as of the date hereof, (ii) shares,  options or warrants
for Common Stock  granted to officers,  directors  and  employees of the Company
pursuant  to stock  option  plans  approved  by the  Board of  Directors  of the
Company,  (iii) shares of Common Stock or securities convertible or exchangeable
for Common  Stock  issued  pursuant  to the  acquisition  of another  company by
consolidation,  merger, or purchase of all or substantially all of the assets of
such  company  or (iv)  shares  of Common  Stock or  securities  convertible  or
exchangeable  into shares of Common Stock issued in connection  with a strategic
transaction  involving  the Company and issued to an entity or an  affiliate  of
such entity that is engaged in the same or substantially related business as the
Company. The Buyer rights hereunder shall not prohibit or limit the Company from
selling any New  Securities  so long as the Company  makes the same offer to the
Buyer as provided herein. Otherwise the Company shall be prohibited from selling
any New Securities to any New Person until it fully complies herewith.


     5. TRANSFER AGENT INSTRUCTIONS.

     Immediately upon the execution of this Agreement, the Company shall deliver
to the  Transfer  Agent a letter in the form as set forth as  Exhibit E attached
hereto  with  respect  to  the  issuance  of  the  Commitment   Shares.  On  the
Commencement  Date,  the  Company  shall  cause  any  restrictive  legend on the
Commitment  Shares  and the  shares of  Common  Stock  issued to the Buyer  upon
signing that  certain Term Sheet  between the Buyer and the Company and dated as
of July 26, 2004 (the  "Signing  Shares") to be removed and all of the  Purchase
Shares,  to  be  issued  under  this  Agreement  shall  be  issued  without  any
restrictive  legend.  The Company shall issue  irrevocable  instructions  to the
Transfer Agent,  and any subsequent  transfer agent, to issue Purchase Shares in
the name of the Buyer for the Purchase Shares (the  "Irrevocable  Transfer Agent
Instructions"). The Company warrants to the Buyer that no instruction other than
the Irrevocable Transfer Agent Instructions  referred to in this Section 5, will
be given by the  Company  to the  Transfer  Agent with  respect to the  Purchase
Shares and that the Commitment  Shares  Signing  Shares and the Purchase  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  Registration  Rights
Agreement  subject  to  the  provisions  of  Section  4(f)  in the  case  of the
Commitment Shares.


     6. CONDITIONS TO THE COMPANY'S OBLIGATION TO COMMENCE
        SALES OF SHARES OF COMMON STOCK.

     The  obligation of the Company  hereunder to commence sales of the Purchase
Shares is subject to the satisfaction of each of the following  conditions on or
before  the  Commencement  Date  (the  date  that  sales  begin)  and once  such
conditions  have  been  initially  satisfied,  there  shall  not be any  ongoing
obligation  to satisfy such  conditions  after the  Commencement  has  occurred;
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 by providing the Buyer
with prior written notice thereof:

     (a) The Buyer shall have  executed  each of the  Transaction  Documents and
delivered the same to the Company.


                                       14
<PAGE>

     (b) Subject to the Company's  compliance  with Section 4(a), a registration
statement covering the sale of all of the Commitment Shares,  Signing Shares and
at least 20,000,000 Purchase Shares shall have been declared effective under the
1933 Act by the SEC and no stop order with respect to the Registration Statement
shall be pending or threatened by the SEC.

     (c) The  representations  and  warranties  of the  Buyer  shall be true and
correct  in  all  material  respects  as of the  date  when  made  and as of the
Commencement  Date as though made at that time (except for  representations  and
warranties  that  speak  as of a  specific  date),  and  the  Buyer  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 at or prior to the Commencement Date.


     7. CONDITIONS TO THE BUYER'S OBLIGATION TO COMMENCE
        PURCHASES OF SHARES OF COMMON STOCK.

     The obligation of the Buyer to commence  purchases of Purchase Shares under
this  Agreement  is  subject  to the  satisfaction  of  each  of  the  following
conditions  on or before the  Commencement  Date (the date that sales begin) and
once such  conditions  have been  initially  satisfied,  there  shall not be any
ongoing  obligation  to  satisfy  such  conditions  after the  Commencement  has
occurred;:

     (a) The Company shall have executed each of the  Transaction  Documents and
delivered the same to the Buyer.

     (b) The Company  shall have issued to the Buyer the  Commitment  Shares and
shall  have  removed  the  restrictive  transfer  legend  from  the  certificate
representing the Commitment Shares and Signing Shares.

     (c) The Common Stock shall be  authorized  for  quotation on the  Principal
Market, trading in the Common Stock shall not have been within the last 365 days
suspended by the SEC or the  Principal  Market and the  Purchase  Shares and the
Commitment Shares shall be approved for listing upon the Principal Market.

     (d) The Buyer  shall have  received  the  opinions of the  Company's  legal
counsel dated as of the Commencement Date substantially in the form of Exhibit A
attached hereto.

     (e) 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 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
Commencement  Date 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 with the covenants,  agreements and conditions
required by the  Transaction  Documents to be  performed,  satisfied or complied
with by the Company at or prior to the  Commencement  Date. The Buyer shall have
received a  certificate,  executed by the CEO,  President or CFO of the Company,
dated as of the Commencement  Date, to the foregoing effect in the form attached
hereto as Exhibit B.


                                       15
<PAGE>


     (f) The Board of Directors of the Company shall have adopted resolutions in
the form  attached  hereto as Exhibit C which  shall be in full force and effect
without any amendment or supplement thereto as of the Commencement Date.

     (g) As of the Commencement Date, the Company shall have reserved out of its
authorized  and  unissued  Common  Stock,  solely for the  purpose of  effecting
purchases of Purchase Shares  hereunder,  at least  20,000,000  shares of Common
Stock.

     (h) The Irrevocable Transfer Agent Instructions,  in form acceptable to the
Buyer shall have been  delivered to and  acknowledged  in writing by the Company
and the Company's Transfer Agent.

     (i) The Company shall have delivered to the Buyer a certificate  evidencing
the  incorporation  and good  standing  of the  Company in the State of Delaware
issued by the  Secretary  of State of the State of  Delaware as of a date within
ten (10) Trading Days of the Commencement Date.

     (j) The Company shall have  delivered to the Buyer a certified  copy of the
Certificate of Incorporation as certified by the Secretary of State of the State
of Delaware within ten (10) Trading Days of the Commencement Date.

     (k) The Company shall have delivered to the Buyer a secretary's certificate
executed by the Secretary of the Company,  dated as of the Commencement Date, in
the form attached hereto as Exhibit D.

     (l) A  registration  statement  covering the sale of all of the  Commitment
Shares,  Signing Shares and at least 20,000,000  Purchase Shares shall have been
declared  effective under the 1933 Act by the SEC and no stop order with respect
to the  registration  statement  shall be pending or  threatened by the SEC. The
Company  shall  have  prepared  and  delivered  to the  Buyer  a  final  form of
prospectus  to be  used  by the  Buyer  in  connection  with  any  sales  of any
Commitment  Shares [Signing  Shares] or any Purchase  Shares.  The Company shall
have made all filings under all  applicable  federal and state  securities  laws
necessary to consummate the issuance of the Commitment  Shares [,Signing Shares]
and the Purchase Shares pursuant to this Agreement in compliance with such laws.

     (m) No Event of Default has  occurred,  or any event  which,  after  notice
and/or lapse of time, would become an Event of Default has occurred.

     (n) On or  prior to the  Commencement  Date,  the  Company  shall  take all
necessary action, if any, and such actions as reasonably requested by the Buyer,
in  order  to  render  inapplicable  any  control  share  acquisition,  business
combination,  shareholder rights plan or poison pill (including any distribution
under a rights  agreement) or other similar  anti-takeover  provision  under the
Certificate of Incorporation or the laws of the state of its incorporation which
is or could  become  applicable  to the  Buyer as a result  of the  transactions
contemplated by this Agreement,  including,  without  limitation,  the Company's
issuance of the Securities and the Buyer's ownership of the Securities.

     (o) The  Company  shall  have  provided  the  Buyer  with  the  information
requested by the Buyer in connection with its due diligence  requests made prior
to, or in connection  with, the  Commencement,  in accordance  with the terms of
Section 4(g) hereof.


                                       16
<PAGE>

     8. INDEMNIFICATION.

     In consideration  of the Buyer's  execution and delivery of the Transaction
Documents and acquiring the  Securities  hereunder and in addition to all of the
Company's other obligations under the Transaction  Documents,  the Company shall
defend,  protect,  indemnify  and  hold  harmless  the  Buyer  and  all  of  its
affiliates,  shareholders, officers, directors, employees and direct or indirect
investors  and any of the  foregoing  person's  agents or other  representatives
(including,   without   limitation,   those  retained  in  connection  with  the
transactions contemplated by this Agreement)  (collectively,  the "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 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
any  Indemnitee  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 the  Transaction  Documents 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 the Transaction Documents 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 the Transaction Documents or any other certificate, instrument or
document contemplated hereby or thereby,  other than with respect to Indemnified
Liabilities  which  directly and primarily  result from the gross  negligence or
willful  misconduct  of  the  Indemnitee.  To  the  extent  that  the  foregoing
undertaking  by the Company  may be  unenforceable  for any reason,  the Company
shall make the maximum  contribution to the payment and  satisfaction of each of
the Indemnified Liabilities which is permissible under applicable law.


     9. EVENTS OF DEFAULT.

     An "Event of Default"  shall be deemed to have  occurred at any time as any
of the following events occurs:

     (a) while any registration statement is required to be maintained effective
pursuant to the terms of the Registration Rights Agreement, the effectiveness of
such  registration   statement  lapses  for  any  reason   (including,   without
limitation,  the  issuance of a stop order) or is  unavailable  to the Buyer for
sale of all of the Registrable Securities (as defined in the Registration Rights
Agreement) in accordance with the terms of the  Registration  Rights  Agreement,
and such lapse or unavailability  continues for a period of ten (10) consecutive
Trading  Days or for more than an  aggregate  of thirty (30) Trading Days in any
365-day period;

     (b) the suspension from trading or failure of the Common Stock to be listed
on the Principal Market for a period of three (3) consecutive Trading Days;

     (c) the delisting of the Company's Common Stock from the Principal  Market,
provided,  however, that the Common Stock is not immediately  thereafter trading
on the New York Stock Exchange,  the Nasdaq National Market, the Nasdaq SmallCap
Market, or the American Stock Exchange;

     (d) the  failure  for any reason by the  Transfer  Agent to issue  Purchase
Shares to the Buyer within five (5) Trading Days after the  applicable  Purchase
Date which the Buyer is entitled to receive;

     (e) the Company breaches any  representation,  warranty,  covenant or other
term or  condition  under any  Transaction  Document if such breach could have a
Material Adverse Effect and except,  in the case of a breach of a covenant which
is reasonably  curable,  only if such breach  continues for a period of at least
ten (10) Trading Days;


                                       17
<PAGE>

     (f) Intentionally Omitted;

     (g) if any Person commences a proceeding against the Company pursuant to or
within the meaning of any Bankruptcy Law;

     (h) if the Company pursuant to or within the meaning of any Bankruptcy Law;
(A) commences a voluntary case, (B) consents to the entry of an order for relief
against  it in an  involuntary  case,  (C)  consents  to  the  appointment  of a
Custodian of it or for all or  substantially  all of its  property,  (D) makes a
general assignment for the benefit of its creditors,  (E) becomes insolvent,  or
(F) is generally unable to pay its debts as the same become due; or

     (i) a court of competent  jurisdiction  enters an order or decree under any
Bankruptcy  Law that (A) is for relief  against  the  Company in an  involuntary
case, (B) appoints a Custodian of the Company or for all or substantially all of
its property, or (C) orders the liquidation of the Company or any Subsidiary.

In addition  to any other  rights and  remedies  under  applicable  law and this
Agreement, including the Buyer termination rights under Section 11(k) hereof, so
long as an Event of Default  has  occurred  and is  continuing,  or if any event
which, after notice and/or lapse of time, would become an Event of Default,  has
occurred  and is  continuing,  or so long as the  Purchase  Price is  below  the
Purchase Price Floor, the Buyer shall not be obligated to purchase any shares of
Common Stock under this  Agreement.  If pursuant to or within the meaning of any
Bankruptcy Law, the Company commences a voluntary case or any Person commences a
proceeding  against the Company, a Custodian is appointed for the Company or for
all or  substantially  all of its  property,  or the  Company  makes  a  general
assignment for the benefit of its creditors,  (any of which would be an Event of
Default as described  in Sections  9(g),  9(h) and 9(i)  hereof) this  Agreement
shall  automatically  terminate  without any liability or payment to the Company
without  further  action or notice by any Person.  No such  termination  of this
Agreement  under  Section  11(k)(i)  shall  affect the  Company's or the Buyer's
obligations  under this  Agreement  with  respect to pending  purchases  and the
Company and the Buyer shall complete their  respective  obligations with respect
to any pending purchases under this Agreement.


     10. CERTAIN DEFINED TERMS.

     For  purposes  of this  Agreement,  the  following  terms  shall  have  the
following meanings:

     (a) "1933 Act" means the Securities Act of 1933, as amended.

     (b) "Available Amount" means initially Six Million Dollars  ($6,000,000) in
the aggregate which amount shall be reduced by the Purchase Amount each time the
Buyer purchases shares of Common Stock pursuant to Section 1 hereof.

     (c)  "Bankruptcy  Law" means Title 11, U.S. Code, or any similar federal or
state law for the relief of debtors.

     (d) "Closing Sale Price" means,  for any security as of any date,  the last
closing  trade price for such  security on the  Principal  Market as reported by
Bloomberg,  or, if the Principal Market is not the principal securities exchange
or trading  market  for such  security,  the last  closing  trade  price of such
security  on the  principal  securities  exchange or trading  market  where such
security is listed or traded as reported by Bloomberg.


                                       18
<PAGE>

     (e) "Confidential  Information"  means any information  disclosed by either
party to the other party, either directly or indirectly,  in writing,  orally or
by inspection of tangible objects  (including,  without  limitation,  documents,
prototypes,   samples,   plant   and   equipment),   which  is   designated   as
"Confidential,"   "Proprietary"   or  some  similar   designation.   Information
communicated  orally  shall  be  considered  Confidential  Information  if  such
information is confirmed in writing as being Confidential Information within ten
(10) business days after the initial  disclosure.  Confidential  Information may
also  include  information  disclosed to a  disclosing  party by third  parties.
Confidential  Information shall not, however,  include any information which (i)
was publicly  known and made  generally  available in the public domain prior to
the time of disclosure by the disclosing  party; (ii) becomes publicly known and
made  generally  available  after  disclosure  by the  disclosing  party  to the
receiving party through no action or inaction of the receiving  party;  (iii) is
already in the  possession of the  receiving  party at the time of disclosure by
the  disclosing  party as shown  by the  receiving  party's  files  and  records
immediately  prior to the time of disclosure;  (iv) is obtained by the receiving
party from a third party without a breach of such third party's  obligations  of
confidentiality;  (v) is independently  developed by the receiving party without
use of or reference to the disclosing party's Confidential Information, as shown
by documents and other competent  evidence in the receiving party's  possession;
or (vi) is required by law to be disclosed by the receiving party, provided that
the receiving  party gives the  disclosing  party prompt  written notice of such
requirement  prior to such  disclosure  and  assistance  in  obtaining  an order
protecting the information from public disclosure.

     (f)  "Custodian"  means any  receiver,  trustee,  assignee,  liquidator  or
similar official under any Bankruptcy Law.

     (g) "Floor Price" means initially  $0.40,  which amount may be increased or
decreased from time to time as provided below,  except that in no case shall the
Floor Price be less than $0.20.  The Company may at any time give written notice
(a "Floor Price Change Notice") to the Buyer  increasing or decreasing the Floor
Price.  The Floor Price Change Notice shall be effective only for purchases that
have a Purchase  Date later than one (1) Trading Day after  receipt of the Floor
Price Change Notice by the Buyer.  Any purchase by the Buyer that has a Purchase
Date on or prior to the first  Trading Day after receipt of a Floor Price Change
Notice from the Company  must be honored by the  Company as  otherwise  provided
herein. The Floor Price shall be appropriately  adjusted for any reorganization,
recapitalization, non-cash dividend, stock split or other similar transaction.

     (h)  "Maturity  Date" means the date that is 480  Trading  Days (24 Monthly
Periods) from the Commencement Date.

     (i) "Monthly Period" means each successive 20 Trading Day period commencing
with the Commencement Date.

     (j) "Person" means an individual or entity including any limited  liability
company,  a  partnership,   a  joint  venture,   a  corporation,   a  trust,  an
unincorporated  organization  and a  government  or  any  department  or  agency
thereof.

     (k)  "Principal  Market"  means the Nasdaq  OTC  Bulletin  Board;  provided
however,  that in the event the Company's  Common Stock is ever listed or traded
on the Nasdaq National Market,  the Nasdaq SmallCap  Market,  the New York Stock
Exchange or the American Stock Exchange,  than the "Principal Market" shall mean
such other market or exchange on which the Company's Common Stock is then listed
or traded.


                                       19
<PAGE>

     (l)  "Purchase  Amount"  means the  portion of the  Available  Amount to be
purchased by the Buyer pursuant to Section 1 hereof.

     (m) "Purchase Date" means the actual date that the Buyer is to buy Purchase
Shares pursuant to Section 1 hereof.

     (n) "Purchase  Price" means, as of any date of  determination  the lower of
the (A) the lowest Sale Price of the Common Stock on such date of  determination
and (B) the  arithmetic  average of the three (3) lowest Closing Sale Prices for
the Common Stock during the twelve (12)  consecutive  Trading Days ending on the
Trading  Day   immediately   preceding  such  date  of   determination   (to  be
appropriately  adjusted  for  any  reorganization,   recapitalization,  non-cash
dividend, stock split or other similar transaction).

     (o) "Sale Price"  means,  for any security as of any date,  any trade price
for such security on the Principal  Market as reported by Bloomberg,  or, if the
Principal Market is not the principal  securities exchange or trading market for
such  security,  the trade price of such  security on the  principal  securities
exchange or trading  market where such  security is listed or traded as reported
by Bloomberg.

     (p) "SEC" means the United States Securities and Exchange Commission.

     (q) "Transfer  Agent" means the transfer  agent of the Company as set forth
in Section 11(f) hereof or such other person who is then serving as the transfer
agent for the Company in respect of the Common Stock.

     (r) "Trading Day" means any day on which the  Principal  Market is open for
customary trading.


     11. MISCELLANEOUS.

     (a) Governing  Law;  Jurisdiction;  Jury Trial.  The corporate  laws of the
State of Delaware shall govern all issues  concerning the relative rights of the
Company and its shareholders.  All other questions  concerning the construction,
validity,  enforcement  and  interpretation  of this  Agreement  and  the  other
Transaction  Documents  shall be governed by the  internal  laws of the State of
Illinois,  without  giving  effect  to any  choice  of law  or  conflict  of law
provision or rule (whether of the State of Illinois or any other  jurisdictions)
that would cause the application of the laws of any jurisdictions other than the
State of  Illinois.  Each party  hereby  irrevocably  submits  to the  exclusive
jurisdiction of the state and federal courts sitting in the City of Chicago, for
the  adjudication  of any  dispute  hereunder  or under  the  other  Transaction
Documents  or in  connection  herewith  or  therewith,  or with any  transaction
contemplated  hereby or discussed herein,  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  brought in an  inconvenient  forum or that the venue of such
suit,  action or proceeding is improper.  Each party hereby  irrevocably  waives
personal  service of process and  consents to process  being  served in any such
suit,  action or  proceeding  by  mailing a copy  thereof  to such  party at the
address for such 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 HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST,  A JURY TRIAL FOR THE ADJUDICATION
OF ANY  DISPUTE  HEREUNDER  OR IN  CONNECTION  HEREWITH  OR ARISING  OUT OF THIS
AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


                                       20
<PAGE>

     (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;  provided  that a facsimile  signature  shall be
considered  due execution  and shall be binding upon the signatory  thereto with
the same force and effect as if the signature were an original,  not a facsimile
signature.

     (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.  With  the  exception  of  the  Mutual
Nondisclosure  Agreement  between the parties  dated as of August 4, 2004,  this
Agreement  supersedes  all other  prior oral or written  agreements  between the
Buyer,  the Company,  their  affiliates  and persons acting on their behalf with
respect  to  the  matters  discussed  herein,  and  this  Agreement,  the  other
Transaction  Documents and the instruments  referenced herein contain the entire
understanding  of the parties  with  respect to the matters  covered  herein and
therein and,  except as  specifically  set forth herein or therein,  neither the
Company  nor  the  Buyer  makes  any  representation,   warranty,   covenant  or
undertaking with respect to such matters.  No provision of this Agreement may be
amended  other than by an  instrument  in writing  signed by the Company and the
Buyer,  and no  provision  hereof may be waived other than by an  instrument  in
writing signed by the party against whom enforcement is sought.

     (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  receipt,  when sent by  facsimile  (provided
confirmation of transmission  is  mechanically or  electronically  generated and
kept on file by the sending party);  or (iii) one Trading Day after deposit with
a  nationally  recognized  overnight  delivery  service,  in each case  properly
addressed to the party to receive the same. The addresses and facsimile  numbers
for such communications shall be:

     If to the Company:
              Walker Financial Corporation, Inc.
              990 Stewart Avenue, Suite 60A
              Garden City, NY 11530
              Telephone:     516-832-7000
              Facsimile:     516-832-7979
              Attention:     Chief Executive Officer

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


                                       21
<PAGE>

     If to the Buyer:
              Fusion Capital Fund II, LLC
              222 Merchandise Mart Plaza, Suite 9-112
              Chicago, IL 60654
              Telephone:     312-644-6644
              Facsimile:     312-644-6244
              Attention:     Steven G. Martin

     If to the Transfer Agent:
              American Stock Transfer & Trust. Co.
              6201 15th Avenue
              Brooklyn, New York 11219
              Telephone:     718-921-8200
              Facsimile:     718-921-8355
              Attention:     Joe Alicia

or at such other address and/or facsimile number and/or to the attention of such
other person as the  recipient  party has  specified by written  notice given to
each other  party  three (3)  Trading  Days prior to the  effectiveness  of such
change.  Written  confirmation  of receipt  (A) given by the  recipient  of such
notice,   consent,   waiver  or  other   communication,   (B)   mechanically  or
electronically  generated by the sender's facsimile machine containing the time,
date, and recipient facsimile number or (C) provided by a nationally  recognized
overnight  delivery service,  shall be rebuttable  evidence of personal service,
receipt by facsimile or receipt from a nationally  recognized overnight delivery
service in accordance with clause (i), (ii) or (iii) above, respectively.

     (g) Successors and Assigns.  This Agreement shall be binding upon and inure
to the benefit of the parties and their respective  successors and assigns.  The
Company shall not assign this Agreement or any rights or  obligations  hereunder
without  the  prior  written  consent  of the  Buyer,  including  by  merger  or
consolidation.  The Buyer may not assign its  rights or  obligations  under this
Agreement.

     (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) Publicity.  The Buyer shall have the right to approve  before  issuance
any press  releases or any other public  disclosure  (including any filings with
the  SEC)  with  respect  to the  transactions  contemplated  hereby;  provided,
however,  that the Company shall be entitled,  without the prior approval of the
Buyer,  to make any press  release or other  public  disclosure  (including  any
filings  with the SEC) with  respect  to such  transactions  as is  required  by
applicable  law and  regulations  (although  the Buyer shall be consulted by the
Company in  connection  with any such press  release or other public  disclosure
prior to its release and shall be provided with a copy thereof).


                                       22
<PAGE>

     (j) 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.

     (k) Termination. This Agreement may be terminated only as follows:

     (i) By the Buyer any time an Event of Default  exists without any liability
     or payment to the Company. However, if pursuant to or within the meaning of
     any  Bankruptcy  Law, the Company  commences a voluntary case or any Person
     commences a proceeding  against the Company,  a Custodian is appointed  for
     the Company or for all or substantially all of its property, or the Company
     makes a general assignment for the benefit of its creditors,  (any of which
     would be an Event of Default as described in Sections  9(g),  9(h) and 9(i)
     hereof) this Agreement shall automatically  terminate without any liability
     or payment to the Company  without  further action or notice by any Person.
     No such  termination  of this Agreement  under this Section  11(k)(i) shall
     affect the Company's or the Buyer's  obligations  under this Agreement with
     respect to pending  purchases and the Company and the Buyer shall  complete
     their respective  obligations  with respect to any pending  purchases under
     this Agreement.

     (ii) In the  event  that the  Commencement  shall  not have  occurred,  the
     Company shall have the option to terminate this Agreement for any reason or
     for no reason without liability of any party to any other party.

     (iii) In the event  that the  Commencement  shall not have  occurred  on or
     before April 15,  2005,  due to the failure to satisfy the  conditions  set
     forth in Sections 6 and 7 above with respect to the  Commencement  (and the
     nonbreaching party's failure to waive such unsatisfied  condition(s)),  the
     nonbreaching party shall have the option to terminate this Agreement at the
     close of business on such date or thereafter without liability of any party
     to any other party.

     (iv) If by the  Maturity  Date  (including  any  extension  thereof  by the
     Company pursuant to Section 10(g) hereof),  for any reason or for no reason
     the full  Available  Amount under this  Agreement has not been purchased as
     provided  for in  Section 1 of this  Agreement,  by the Buyer  without  any
     liability or payment to the Company.

     (v) At any time after the  Commencement  Date,  the Company  shall have the
     option  to  terminate  this  Agreement  for any  reason or for no reason by
     delivering notice (a "Company Termination Notice") to the Buyer electing to
     terminate this Agreement without any liability or payment to the Buyer. The
     Company Termination Notice shall not be effective until one (1) Trading Day
     after it has been received by the Buyer.

     (vi) This  Agreement  shall  automatically  terminate  on the date that the
     Company sells and the Buyer purchases the full Available Amount as provided
     herein, without any action or notice on the part of any party.

Except as set forth in  Sections  11(k)(i)  (in  respect  of an Event of Default
under  Sections  9(g),  9(h) and 9(i)) and  11(k)(vi),  any  termination of this
Agreement  pursuant to this  Section  11(k) shall be effected by written  notice
from the Company to the Buyer, or the Buyer to the Company,  as the case may be,
setting forth the basis for the  termination  hereof.  The  representations  and
warranties  of the Company and the Buyer  contained  in Sections 2 and 3 hereof,
the indemnification  provisions set forth in Section 8 hereof and the agreements
and  covenants  set forth in Section  1(g),  Section  4(h) and Section 11, shall
survive the Commencement  and any termination of this Agreement.  No termination
of this Agreement  shall affect the Company's or the Buyer's  obligations  under
the  Registration  Rights  Agreement which shall survive any such termination or
under this Agreement  with respect to pending  purchases and the Company and the
Buyer shall complete their  respective  obligations  with respect to any pending
purchases under this Agreement.


                                       23
<PAGE>

     (l) No Financial  Advisor,  Placement Agent,  Broker or Finder. The Company
represents  and  warrants  to the Buyer that it has not  engaged  any  financial
advisor,  placement agent,  broker or finder in connection with the transactions
contemplated  hereby.  The Buyer  represents and warrants to the Company that it
has not engaged any  financial  advisor,  placement  agent,  broker or finder in
connection  with the  transactions  contemplated  hereby.  The Company  shall be
responsible for the payment of any fees or commissions, if any, of any financial
advisor,  placement  agent,  broker or finder  relating to or arising out of the
transactions  contemplated  hereby.  The Company  shall pay,  and hold the Buyer
harmless against, any liability, loss or expense (including, without limitation,
attorneys' fees and out of pocket expenses)  arising in connection with any such
claim.

     (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.

     (n)  Remedies,  Other  Obligations,  Breaches and  Injunctive  Relief.  The
Buyer's remedies  provided in this Agreement shall be cumulative and in addition
to all other remedies available to the Buyer under this Agreement,  at law or in
equity  (including  a decree of specific  performance  and/or  other  injunctive
relief),  no remedy of the Buyer  contained  herein  shall be deemed a waiver of
compliance  with the  provisions  giving rise to such remedy and nothing  herein
shall limit the Buyer's  right to pursue  actual  damages for any failure by the
Company to comply with the terms of this  Agreement.  The  Company  acknowledges
that a breach by it of its obligations  hereunder will cause irreparable harm to
the Buyer and that the remedy at law for any such breach may be inadequate.  The
Company  therefore  agrees that,  in the event of any such breach or  threatened
breach,  the  Buyer  shall be  entitled,  in  addition  to all  other  available
remedies,  to an  injunction  restraining  any breach,  without the necessity of
showing economic loss and without any bond or other security being required.

     (o)  Changes  to the  Terms  of  this  Agreement.  This  Agreement  and any
provision  hereof may only be amended by an instrument in writing  signed by the
Company and the Buyer. The term "Agreement" and all reference  thereto,  as used
throughout this instrument,  shall mean this instrument as originally  executed,
or if later amended or supplemented, then as so amended or supplemented.

     (p) Enforcement Costs. If: (i) this Agreement is placed by the Buyer in the
hands of an attorney  for  enforcement  or is enforced by the Buyer  through any
legal proceeding;  or (ii) an attorney is retained to represent the Buyer in any
bankruptcy,   reorganization,   receivership  or  other  proceedings   affecting
creditors'  rights  and  involving  a claim  under this  Agreement;  or (iii) an
attorney is retained to represent the Buyer in any other proceedings  whatsoever
in connection with this  Agreement,  then the Company shall pay to the Buyer, as
incurred by the Buyer,  all reasonable costs and expenses  including  attorneys'
fees  incurred in  connection  therewith,  in addition to all other  amounts due
hereunder.

     (q) Failure or Indulgence  Not Waiver.  No failure or delay in the exercise
of any power,  right or privilege  hereunder  shall operate as a waiver thereof,
nor shall any single or partial  exercise of any such power,  right or privilege
preclude  other or  further  exercise  thereof or of any other  right,  power or
privilege.



                                   * * * * * *


                                       24
<PAGE>

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



                                               THE COMPANY:
                                               ------------

                                               WALKER FINANCIAL CORPORATION

                                               By: /s/ Mitchell Segal
                                                   -----------------------------
                                               Name: Mitchell Segal
                                               Title: President


                                               BUYER:
                                               ------

                                               FUSION CAPITAL FUND II, LLC
                                               BY: FUSION CAPITAL PARTNERS, LLC
                                               BY: ROCKLEDGE CAPITAL CORPORATION

                                               By: /s/ Joshua B. Scheinfeld
                                                   -----------------------------
                                               Name: Joshua B. Scheinfeld
                                               Title: President




                                       25
<PAGE>

                                    SCHEDULES
                                    ---------

Schedule 3(a)          Subsidiaries
Schedule 3(c)          Capitalization
Schedule 3(e)          Conflicts
Schedule 3(f)          1934 Act Filings
Schedule 3(g)          Material Changes
Schedule 3(h)          Litigation
Schedule 3(k)          Intellectual Property
Schedule 3(m)          Liens
Schedule 3(q)          Certain Transactions




                                    EXHIBITS
                                    --------

Exhibit A              Form of Company Counsel Opinion
Exhibit B              Form of Officer's Certificate
Exhibit C              Form of Resolutions of Board of Directors of the Company
Exhibit D              Form of Secretary's Certificate
Exhibit E              Form of Letter to Transfer Agent



<PAGE>

                              DISCLOSURE SCHEDULES
                              --------------------


                          Schedule 3(a) - Subsidiaries


                         Schedule 3(c) - Capitalization


                          Schedule 3(e) - No Conflicts


                        Schedule 3(f) - 1934 Act Filings


                   Schedule 3(g) - Absence of Certain Changes


                           Schedule 3(h) - Litigation


                  Schedule 3(k) - Intellectual Property Rights


                              Schedule 3(m) - Title


                  Schedule 3(q) - Transactions with Affiliates







<PAGE>

                                    EXHIBIT A
                                    ---------

                         FORM OF COMPANY COUNSEL OPINION

     Capitalized terms used herein but not defined herein,  have the meaning set
forth in the  Common  Stock  Purchase  Agreement.  Based on the  foregoing,  and
subject to the assumptions and  qualifications  set forth herein,  we are of the
opinion that:

     1. The Company is a  corporation  existing and in good  standing  under the
laws of the State of  _______.  The  Company is  qualified  to do  business as a
foreign corporation and is in good standing in the States of ________.

     2. The Company has the corporate power to execute and deliver,  and perform
its obligations  under,  each  Transaction  Document to which it is a party. The
Company has the  corporate  power to conduct its business as, to the best of our
knowledge, it is now conducted, and to own and use the properties owned and used
by it.

     3.  The  execution,   delivery  and  performance  by  the  Company  of  the
Transaction  Documents to which it is a party have been duly  authorized  by all
necessary  corporate  action  on the  part of the  Company.  The  execution  and
delivery of the  Transaction  Documents by the Company,  the  performance of the
obligations  of  the  Company  thereunder  and  the  consummation  by it of  the
transactions  contemplated therein have been duly authorized and approved by the
Company's Board of Directors and no further  consent,  approval or authorization
of the  Company,  its Board of Directors or its  stockholders  is required.  The
Transaction  Documents  to which the Company is a party have been duly  executed
and  delivered by the Company and are 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,  liquidation or similar laws relating to, or
affecting creditor's rights and remedies.

     4.  The  execution,   delivery  and  performance  by  the  Company  of  the
Transaction  Documents,  the  consummation  by the  Company of the  transactions
contemplated thereby including the offering, sale and issuance of the Commitment
Shares,  and the Purchase  Shares in accordance with the terms and conditions of
the Common Stock Purchase  Agreement,  and fulfillment and compliance with terms
of the  Transaction  Documents,  does not and  shall  not:  (i)  conflict  with,
constitute a breach of or default (or an event which,  with the giving of notice
or  lapse of time or  both,  constitutes  or  could  constitute  a  breach  or a
default),  under  (a) the  Certificate  of  Incorporation  or the  Bylaws of the
Company,  (b) any  material  agreement,  note,  lease,  mortgage,  deed or other
material instrument to which to our knowledge the Company is a party or by which
the Company or any of its assets are bound,  (ii) result in any violation of any
statute,  law,  rule or regulation  applicable  to the Company,  or (iii) to our
knowledge,  violate any order,  writ,  injunction  or decree  applicable  to the
Company or any of its subsidiaries.

     5. The  issuance of the  Purchase  Shares,  Signing  Shares and  Commitment
Shares  pursuant to the terms and  conditions of the  Transaction  Documents has
been duly  authorized and the Signing  Shares and Commitment  Shares are validly
issued,  fully paid and  non-assessable,  to our  knowledge,  free of all taxes,
liens,  charges,  restrictions,  rights of first refusal and preemptive  rights.
________  shares of Common Stock have been properly  reserved for issuance under
the Common Stock Purchase Agreement. When issued and paid for in accordance with
the Common  Stock  Purchase  Agreement,  the  Purchase  Shares  shall be validly
issued,  fully paid and  non-assessable,  to our  knowledge,  free of all taxes,
liens, charges, restrictions,  rights of first refusal and preemptive rights. To
our knowledge,  the execution and delivery of the Registration  Rights Agreement
do not, and the performance by the Company of its obligations  thereunder  shall
not, give rise to any rights of any other person for the registration  under the
Securities Act of any shares of Common Stock or other  securities of the Company
which have not been waived.


<PAGE>

     6. As of the date  hereof,  the  authorized  capital  stock of the  Company
consists of _______  shares of common  stock,  par value  $______ per share,  of
which to our knowledge  __________ shares are issued and outstanding.  Except as
set forth on  Schedule  3(c) of the  Common  Stock  Purchase  Agreement,  to our
knowledge,  there are no outstanding shares of capital stock or other securities
convertible  into or exchangeable or exercisable for shares of the capital stock
of the Company.

     7. Assuming the accuracy of the  representations  and your  compliance with
the covenants made by you in the Transaction Documents,  the offering,  sale and
issuance of the Commitment  Shares to you pursuant to the Transaction  Documents
is  exempt  from  registration  under the 1933 Act and the  securities  laws and
regulations of the State of _________.

     8. Other than that which has been obtained and completed  prior to the date
hereof,  no  authorization,  approval,  consent,  filing  or other  order of any
federal or state  governmental  body,  regulatory  agency,  or stock exchange or
market,  or any court,  or, to our knowledge,  any third party is required to be
obtained  by the Company to enter into and  perform  its  obligations  under the
Transaction  Documents or for the Company to issue and sell the Purchase  Shares
as contemplated by the Transaction Documents.

     9. The Common  Stock is  registered  pursuant to Section  12(g) of the 1934
Act. To our knowledge,  since August 1, 2003, the Company has been in compliance
with  the  reporting  requirements  of the  1934 Act  applicable  to it.  To our
knowledge, since August 1, 2003, the Company has not received any written notice
from the  Principal  Market  stating that the Company has not been in compliance
with any of the rules and regulations  (including the requirements for continued
listing) of the Principal Market.

     We  further  advise  you that to our  knowledge,  except  as  disclosed  on
Schedule 3(h) in the Common Stock Purchase Agreement,  there is no action, suit,
proceeding,  inquiry or  investigation  before or by any court,  public board or
body, any governmental  agency, any stock exchange or market, or self-regulatory
organization, which has been threatened in writing or which is currently pending
against the Company,  any of its subsidiaries,  any officers or directors of the
Company or any of its  subsidiaries  or any of the  properties of the Company or
any of its subsidiaries.


     In addition,  we have  participated in the preparation of the  Registration
Statement (SEC File  #________)  covering the sale of the Purchase  Shares,  the
Commitment Shares including the prospectus dated ____________, contained therein
and in  conferences  with  officers  and other  representatives  of the  Company
(including the Company's  independent auditors) during which the contents of the
Registration  Statement  and related  matters were  discussed  and reviewed and,
although we are not passing  upon and do not assume any  responsibility  for the
accuracy,   completeness  or  fairness  of  the  statements   contained  in  the
Registration  Statement,  on the basis of the information  that was developed in
the course of the performance of the services  referred to above,  considered in
the  light of our  understanding  of the  applicable  law,  nothing  came to our
attention that caused us to believe that the Registration  Statement (other than
the financial  statements and schedules and the other  financial and statistical
data  included  therein,  as to which we express no belief),  as of their dates,
contained  any  untrue  statement  of a  material  fact or  omitted 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.


<PAGE>

                                    EXHIBIT B
                                    ---------

                          FORM OF OFFICER'S CERTIFICATE

     This Officer's  Certificate  ("Certificate") is being delivered pursuant to
Section  7(e) of that  certain  Common  Stock  Purchase  Agreement  dated  as of
November 24, 2004,  ("Common Stock Purchase  Agreement"),  by and between WALKER
FINANCIAL  CORPORATION,  a  Delaware  corporation  (the  "Company"),  and FUSION
CAPITAL FUND II, LLC (the "Buyer").  Terms used herein and not otherwise defined
shall have the meanings ascribed to them in the Common Stock Purchase Agreement.

     The undersigned, Mitchell Segal, President of the Company, hereby certifies
as follows:

     1. I am the President of the Company and make the  statements  contained in
     this Certificate;

     2. The  representations  and warranties of the Company are true and correct
     in  all  material   respects  (except  to  the  extent  that  any  of  such
     representations  and  warranties is already  qualified as to materiality in
     Section 3 of the Common  Stock  Purchase  Agreement,  in which  case,  such
     representations  and  warranties  are  true  and  correct  without  further
     qualification)  as of the date when made and as of the Commencement Date as
     though made at that time (except for  representations  and warranties  that
     speak as of a specific date);

     3. The Company  has  performed,  satisfied  and  complied  in all  material
     respects  with  covenants,   agreements  and  conditions  required  by  the
     Transaction  Documents to be  performed,  satisfied or complied with by the
     Company at or prior to the Commencement Date.

     4. The Company has not taken any steps,  and does not  currently  expect to
     take any steps, to seek protection  pursuant to any Bankruptcy Law nor does
     the  Company or any of its  Subsidiaries  have any  knowledge  or reason to
     believe that its  creditors  intend to initiate  involuntary  bankruptcy or
     insolvency proceedings. The Company is financially solvent and is generally
     able to pay its debts as they become due.

     IN  WITNESS  WHEREOF,  I have  hereunder  signed  my name on this 24 day of
November, 2004.

                                                  /s/ Mitchell Segal
                                                  ----------------------
                                                  Name: Mitchell Segal
                                                  Title: President

     The undersigned as Secretary of Walker  Financial  Corporation,  a Deleware
corporation,   hereby  certifies  that  Mitchell  Segal  is  the  duly  elected,
appointed,  qualified and acting President of Walker  Financial  Corporation and
that the signature appearing above is his genuine signature.

                                                  /s/ Peter Walker
                                                  ----------------------
                                                  Peter Walker
                                                  Secretary

<PAGE>

                                   EXHIBIT C-1
                                   -----------

                           FORM OF COMPANY RESOLUTIONS
                         FOR SIGNING PURCHASE AGREEMENT

                          UNANIMOUS WRITTEN CONSENT OF
                          WALKER FINANCIAL CORPORATION

     Pursuant to Section ______ of the _________[DGCL],  the undersigned,  being
all of the  directors of WALKER  FINANCIAL,  INC., a Delaware  corporation  (the
"Corporation")  do hereby consent to and adopt the following  resolutions as the
action of the Board of Directors for and on behalf of the Corporation and hereby
direct  that this  Consent be filed with the minutes of the  proceedings  of the
Board of Directors:

     WHEREAS,  there  has  been  presented  to the  Board  of  Directors  of the
Corporation  a draft of the  Common  Stock  Purchase  Agreement  (the  "Purchase
Agreement")  by and  between the  Corporation  and Fusion  Capital  Fund II, LLC
("Fusion"),  providing  for the purchase by Fusion of up to Six Million  Dollars
($6,000,000)  of the  Corporation's  common stock,  par value $0.10 (the "Common
Stock"); and

     WHEREAS,  after  careful  consideration  of  the  Purchase  Agreement,  the
documents  incident  thereto and other factors  deemed  relevant by the Board of
Directors, the Board of Directors has determined that it is advisable and in the
best interests of the Corporation to engage in the transactions  contemplated by
the Purchase Agreement,  including,  but not limited to, the issuance of 794,702
shares of Common Stock to Fusion as a commitment fee (the  "Commitment  Shares")
and the sale of  shares of Common  Stock to  Fusion up to the  available  amount
under the Purchase Agreement (the "Purchase Shares").

                              Transaction Documents
                              ---------------------

     NOW,  THEREFORE,  BE IT RESOLVED,  that the  transactions  described in the
Purchase  Agreement  are hereby  approved  and Mitchell  Segal (the  "Authorized
Officer(s)")  are  severally  authorized  to execute and  deliver  the  Purchase
Agreement, and any other agreements or documents contemplated thereby including,
without limitation,  a registration  rights agreement (the "Registration  Rights
Agreement") providing for the registration of the shares of the Company's Common
Stock  issuable  in  respect  of  the  Purchase   Agreement  on  behalf  of  the
Corporation,  with such  amendments,  changes,  additions  and  deletions as the
Authorized  Officers  may deem to be  appropriate  and approve on behalf of, the
Corporation,  such approval to be conclusively  evidenced by the signature of an
Authorized Officer thereon; and

     FURTHER RESOLVED,  that the terms and provisions of the Registration Rights
Agreement by and among the  Corporation  and Fusion are hereby  approved and the
Authorized  Officers  are  authorized  to execute and  deliver the  Registration
Rights Agreement  (pursuant to the terms of the Purchase  Agreement),  with such
amendments,  changes, additions and deletions as the Authorized Officer may deem
appropriate  and  approve on behalf of, the  Corporation,  such  approval  to be
conclusively evidenced by the signature of an Authorized Officer thereon; and

     FURTHER  RESOLVED,  that the terms and  provisions  of the Form of Transfer
Agent Instructions (the  "Instructions")  are hereby approved and the Authorized
Officers are authorized to execute and deliver the Instructions (pursuant to the
terms of the Purchase Agreement),  with such amendments,  changes, additions and
deletions as the Authorized  Officers may deem appropriate and approve on behalf
of, the Corporation, such approval to be conclusively evidenced by the signature
of an Authorized Officer thereon; and


<PAGE>

                         Execution of Purchase Agreement
                         -------------------------------

     FURTHER  RESOLVED,  that the  Corporation be and it hereby is authorized to
execute the Purchase Agreement providing for the purchase of common stock of the
Corporation having an aggregate value of up to $6,000,000; and

                            Issuance of Common Stock
                            ------------------------

     FURTHER  RESOLVED,  that the  Corporation  was  authorized  to issue 60,000
shares of Common Stock to Fusion pursuant to the Confidential Term Sheet between
the Company and Fusion  dated as of July 26, 2004,  ("Signing  Shares") and that
upon  issuance  of the  Signing  Shares,  the  Signing  Shares  have  been  duly
authorized,  validly  issued,  fully  paid and  nonassessable  with no  personal
liability attaching to the ownership thereof; and

     FURTHER  RESOLVED,  that the  Corporation  is  hereby  authorized  to issue
794,702  shares of Common  Stock to Fusion  Capital  Fund II, LLC as  Commitment
Shares and that upon issuance of the Commitment  Shares pursuant to the Purchase
Agreement, the Commitment Shares shall be duly authorized, validly issued, fully
paid and  nonassessable  with no personal  liability  attaching to the ownership
thereof; and

     FURTHER RESOLVED, that the Corporation is hereby authorized to issue shares
of Common Stock upon the purchase of Purchase Shares up to the available  amount
under the  Purchase  Agreement  in  accordance  with the  terms of the  Purchase
Agreement  and that,  upon  issuance  of the  Purchase  Shares  pursuant  to the
Purchase Agreement, the Purchase Shares will be duly authorized, validly issued,
fully  paid  and  nonassessable  with no  personal  liability  attaching  to the
ownership thereof; and

     FURTHER RESOLVED,  that the Corporation shall initially reserve  20,000,000
shares of Common  Stock for  issuance  as  Purchase  Shares  under the  Purchase
Agreement.

                               Approval of Actions
                               -------------------

     FURTHER  RESOLVED,  that,  without  limiting the foregoing,  the Authorized
Officers are, and each of them hereby is,  authorized and directed to proceed on
behalf of the  Corporation  and to take all such  steps as deemed  necessary  or
appropriate, with the advice and assistance of counsel, to cause the Corporation
to consummate the agreements  referred to herein and to perform its  obligations
under such agreements; and

     FURTHER RESOLVED,  that the Authorized Officers be, and each of them hereby
is,  authorized,  empowered  and  directed  on  behalf of and in the name of the
Corporation,  to take or cause  to be taken  all  such  further  actions  and to
execute and  deliver or cause to be  executed  and  delivered  all such  further
agreements,   amendments,   documents,    certificates,    reports,   schedules,
applications,  notices,  letters and  undertakings and to incur and pay all such
fees and expenses as in their judgment  shall be necessary,  proper or desirable
to carry into  effect  the  purpose  and intent of any and all of the  foregoing
resolutions, and that all actions heretofore taken by any officer or director of
the  Corporation  in  connection  with  the  transactions  contemplated  by  the
agreements  described herein are hereby approved,  ratified and confirmed in all
respects.


<PAGE>

     IN WITNESS WHEREOF,  the Board of Directors has executed and delivered this
Consent effective as of November 24, 2004.



/s/ Mitchell Segal
-----------------------
 Mitchell Segal

/s/ Peter Walker
-----------------------
 Peter Walker

/s/ Jim Lucas
-----------------------
 Jim Lucas



being all of the directors of Walker Financial Corporation








<PAGE>

                                   EXHIBIT C-2
                                   -----------

          FORM OF COMPANY RESOLUTIONS APPROVING REGISTRATION STATEMENT

                          UNANIMOUS WRITTEN CONSENT OF
                          WALKER FINANCIAL CORPORATION

     Pursuant to Section ______ of the _________[DGCL],  the undersigned,  being
all of the directors of WALKER  FINANCIAL  CORPORATION,  a Delaware  corporation
(the "Corporation") do hereby consent to and adopt the following  resolutions as
the action of the Board of Directors  for and on behalf of the  Corporation  and
hereby direct that this Consent be filed with the minutes of the  proceedings of
the Board of Directors.


     WHEREAS,  there  has  been  presented  to the  Board  of  Directors  of the
Corporation a Common Stock Purchase Agreement (the "Purchase  Agreement") by and
among the Corporation and Fusion Capital Fund II, LLC ("Fusion"),  providing for
the  purchase  by  Fusion  of up to  Six  Million  Dollars  ($6,000,000)  of the
Corporation's common stock, par value $0.10 (the "Common Stock"); and

     WHEREAS,  after  careful  consideration  of  the  Purchase  Agreement,  the
documents  incident  thereto and other factors  deemed  relevant by the Board of
Directors,  the Board of Directors  has approved the Purchase  Agreement and the
transactions contemplated thereby and the Company has executed and delivered the
Purchase Agreement to Fusion; and

     WHEREAS, in connection with the transactions  contemplated  pursuant to the
Purchase Agreement, the Company has agreed to file a registration statement with
the  Securities  and Exchange  Commission  (the  "Commission")  registering  the
Commitment Shares (as defined in the Purchase Agreement) and the Purchase Shares
(as herein defined in the Purchase  Agreement) and to list the Commitment Shares
and Purchase Shares on NASDAQ OTCBB.

     WHEREAS, the management of the Corporation has prepared an initial draft of
a Registration Statement on Form SB-2 (the "Registration Statement") in order to
register  the sale of the Purchase  Shares,  Signing  Shares and the  Commitment
Shares (collectively, the "Shares"); and

     WHEREAS,  the Board of Directors has determined to approve the Registration
Statement and to authorize the  appropriate  officers of the Corporation to take
all such actions as they may deem appropriate to effect the offering.

     NOW,  THEREFORE,  BE IT RESOLVED,  that the  officers and  directors of the
Corporation  be, and each of them hereby is,  authorized and directed,  with the
assistance of counsel and accountants for the Corporation,  to prepare,  execute
and file with the  Commission the  Registration  Statement,  which  Registration
Statement  shall be filed  substantially  in the form  presented to the Board of
Directors,  with such  changes  therein  as the Chief  Executive  Officer of the
Corporation or any Vice President of the Corporation shall deem desirable and in
the best  interest  of the  Corporation  and its  shareholders  (such  officer's
execution   thereof   including   such  changes  shall  be  deemed  to  evidence
conclusively such determination); and

     FURTHER RESOLVED, that the officers of the Corporation be, and each of them
hereby  is,  authorized  and  directed,  with  the  assistance  of  counsel  and
accountants  for  the  Corporation,  to  prepare,  execute  and  file  with  the
Commission all amendments,  including post-effective amendments, and supplements
to the  Registration  Statement,  and  all  certificates,  exhibits,  schedules,
documents and other instruments relating to the Registration  Statement, as such
officers  shall deem  necessary or  appropriate  (such  officer's  execution and
filing thereof shall be deemed to evidence conclusively such determination); and


<PAGE>

     FURTHER RESOLVED,  that the execution of the Registration  Statement and of
any  amendments  and  supplements  thereto by the officers and  directors of the
Corporation  be,  and  the  same  hereby  is,  specifically   authorized  either
personally or by the Authorized  Officers as such  officer's or director's  true
and lawful attorneys-in-fact and agents; and

     FURTHER  RESOLVED,  that the Authorized  Officers are hereby  designated as
"Agent for  Service" of the  Corporation  in  connection  with the  Registration
Statement  and the  filing  thereof  with  the  Commission,  and the  Authorized
Officers  hereby are authorized to receive  communications  and notices from the
Commission with respect to the Registration Statement; and

     FURTHER RESOLVED, that the officers of the Corporation be, and each of them
hereby is,  authorized and directed to pay all fees, costs and expenses that may
be incurred by the  Corporation in connection with the  Registration  Statement;
and

     FURTHER  RESOLVED,  that it is  desirable  and in the best  interest of the
Corporation  that the  Shares be  qualified  or  registered  for sale in various
states;  that the  officers of the  Corporation  be, and each of them hereby is,
authorized to determine the states in which appropriate action shall be taken to
qualify  or  register  for sale all or such part of the  Shares as they may deem
advisable;  that said  officers  be, and each of them hereby is,  authorized  to
perform  on  behalf  of the  Corporation  any and all such acts as they may deem
necessary or advisable in order to comply with the  applicable  laws of any such
states, and in connection therewith to execute and file all requisite papers and
documents,  including, but not limited to, applications,  reports, surety bonds,
irrevocable  consents,  appointments  of  attorneys  for  service of process and
resolutions; and the execution by such officers of any such paper or document or
the doing by them of any act in  connection  with the  foregoing  matters  shall
conclusively  establish  their  authority  therefor from the Corporation and the
approval and  ratification  by the  Corporation  of the papers and  documents so
executed and the actions so taken; and

     FURTHER  RESOLVED,  that  if,  in any  state  where  the  securities  to be
registered or qualified for sale to the public,  or where the  Corporation is to
be registered in connection with the public offering of the Shares, a prescribed
form of  resolution  or  resolutions  is  required to be adopted by the Board of
Directors,  each such  resolution  shall be  deemed  to have been and  hereby is
adopted,  and the Secretary is hereby  authorized to certify the adoption of all
such resolutions as though such resolutions were now presented to and adopted by
the Board of Directors; and

     FURTHER RESOLVED,  that the officers of the Corporation with the assistance
of counsel be, and each of them hereby is,  authorized  and directed to take all
necessary steps and do all other things  necessary and appropriate to effect the
listing of the Shares on the NASDAQ OTCBB.

                               Approval of Actions
                               -------------------

     FURTHER  RESOLVED,  that,  without  limiting the foregoing,  the Authorized
Officers are, and each of them hereby is,  authorized and directed to proceed on
behalf of the Corporation and to take all such steps as are deemed  necessary or
appropriate, with the advice and assistance of counsel, to cause the Corporation
to take all such  action  referred  to herein  and to  perform  its  obligations
incident to the registration, listing and sale of the Shares; and


<PAGE>

     FURTHER RESOLVED,  that the Authorized Officers be, and each of them hereby
is,  authorized,  empowered  and  directed  on  behalf of and in the name of the
Corporation,  to take or cause  to be taken  all  such  further  actions  and to
execute and  deliver or cause to be  executed  and  delivered  all such  further
agreements,   amendments,   documents,    certificates,    reports,   schedules,
applications,  notices,  letters and  undertakings and to incur and pay all such
fees and expenses as in their judgment  shall be necessary,  proper or desirable
to carry into  effect  the  purpose  and intent of any and all of the  foregoing
resolutions, and that all actions heretofore taken by any officer or director of
the  Corporation  in  connection  with  the  transactions  contemplated  by  the
agreements  described herein are hereby approved,  ratified and confirmed in all
respects.



IN WITNESS WHEREOF, the Board of  Directors  has  executed  and  delivered  this
Consent effective as of November 24, 2004.


/s/ Mitchell Segal
----------------------
 Mitchell Segal

/s/ Peter Walker
----------------------
 Peter Walker

/s/ Jim Lucas
----------------------
 Jim Lucas

being all of the directors of WALKER FINANCIAL CORPORATION






<PAGE>

                                    EXHIBIT D
                                    ---------

                         FORM OF SECRETARY'S CERTIFICATE

     This Secretary's Certificate ("Certificate") is being delivered pursuant to
Section  7(k) of that  certain  Common  Stock  Purchase  Agreement  dated  as of
November 22, 2004,  ("Common Stock Purchase  Agreement"),  by and between WALKER
FINANCIAL CORPORATION, a Delaware corporation (the "Company") and FUSION CAPITAL
FUND II, LLC (the "Buyer"),  pursuant to which the Company may sell to the Buyer
up to Six Million Dollars  ($6,000,000) of the Company's Common Stock, par value
$0.10 per share  (the  "Common  Stock").  Terms used  herein  and not  otherwise
defined  shall have the meanings  ascribed to them in the Common Stock  Purchase
Agreement.

     The undersigned,  Peter Walker,  Secretary of the Company, hereby certifies
as follows:

     1. I am the Secretary of the Company and make the  statements  contained in
     this Secretary's Certificate.

     2.  Attached  hereto as  Exhibit A and  Exhibit  B are  true,  correct  and
     complete  copies of the Company's  bylaws  ("Bylaws")  and  Certificate  of
     Incorporation  ("Articles"),  in each  case,  as amended  through  the date
     hereof,  and no  action  has been  taken  by the  Company,  its  directors,
     officers or  shareholders,  in  contemplation  of the filing of any further
     amendment relating to or affecting the Bylaws or Articles.

     3. Attached  hereto as Exhibit C are true,  correct and complete  copies of
     the  resolutions  duly  adopted by the Board of Directors of the Company on
     November  22,  2004,  at which a quorum was present and acting  throughout.
     Such resolutions have not been amended, modified or rescinded and remain in
     full force and effect and such resolutions are the only resolutions adopted
     by the Company's  Board of  Directors,  or any  committee  thereof,  or the
     shareholders of the Company  relating to or affecting (i) the entering into
     and  performance of the Common Stock Purchase  Agreement,  or the issuance,
     offering and sale of the Purchase Shares and the Commitment Shares and (ii)
     and the performance of the Company of its obligation  under the Transaction
     Documents as contemplated therein.

     4. As of the date hereof, the authorized, issued and reserved capital stock
     of the Company is as set forth on Exhibit D hereto.

     IN  WITNESS  WHEREOF,  I have  hereunder  signed  my name on this 24 day of
November, 2004.

                                            /s/ Peter Walker
                                            -------------------------
                                            Peter Walker
                                            Secretary


The  undersigned  as  President  of Walker  Financial  Corporation,  a  Deleware
corporation,  hereby certifies that Peter Walker is the duly elected, appointed,
qualified and acting  Secretary of Walker  Financial  Corporation,  and that the
signature appearing above is his genuine signature.

                                            /s/ Mitchell Segal
                                            --------------------------------
                                            Mitchell Segal


<PAGE>

                                    EXHIBIT E
                                    ---------

          FORM OF LETTER TO THE TRANSFER AGENT FOR THE ISSUANCE OF THE
             COMMITMENTS SHARES AT SIGNING OF THE PURCHASE AGREEMENT




                              [COMPANY LETTERHEAD]



[DATE]

[TRANSFER AGENT]
__________________
__________________
__________________

Re: Issuance of Common Shares to Fusion Capital Fund II, LLC

Dear ________,

On behalf of WALKER  FINANCIAL  CORPORATION,  (the  "Company"),  you are  hereby
instructed to issue as soon as possible  ________  shares of our common stock in
the name of Fusion Capital Fund II, LLC. The share  certificate  should be dated
[DATE OF THE  COMMON  STOCK  PURCHASE  AGREEMENT].  I have  included  a true and
correct copy of a unanimous  written  consent  executed by all of the members of
the  Board of  Directors  of the  Company  adopting  resolutions  approving  the
issuance of these shares.  The shares should be issued  subject to the following
restrictive legend:

     "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 FOR INVESTMENT 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 BUYER'S COUNSEL,  IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED
     UNDER SAID ACT OR APPLICABLE  STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT
     TO RULE 144 UNDER SAID ACT."


<PAGE>

The share  certificate  should be sent as soon as possible via overnight mail to
the following address:

                         Fusion Capital Fund II, LLC
                         222 Merchandise Mart Plaza, Suite 9-112
                         Chicago, IL 60654
                         Attention: Steven Martin

Thank you very much for your help.  Please call me at ______________ if you have
any questions or need anything further.

WALKER FINANCIAL CORPORATION

BY:
    -----------------------------
         [name]
         [title]