EXHIBIT 4.1



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                    CONVERTIBLE DEBENTURE PURCHASE AGREEMENT

                                     BETWEEN

                               INCODE CORPORATION
                                       AND

                             THE PURCHASER LISTED ON
                                SCHEDULE 1 HERETO


                          ----------------------------

                                NOVEMBER 23, 2004

                          ----------------------------




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<PAGE>

                                TABLE OF CONTENTS

ARTICLE I           CERTAIN DEFINITIONS........................................4
         1.1      Certain Definitions..........................................4

ARTICLE II          PURCHASE AND SALE OF CONVERTIBLE DEBENTURES................8
         2.1      Purchase and Sale; Purchase Price............................8
         2.2      Execution and Delivery of Documents; the Closing.............9
         2.3      The Post-Closing............................................10
         2.4      Debenture B..................................................8

ARTICLE III          REPRESENTATIONS AND WARRANTIES...........................11
         3.1      Representations, Warranties and Agreements of the Company...11
         3.2      Representations and Warranties of the Purchaser.............14

ARTICLE IV          OTHER AGREEMENTS OF THE PARTIES...........................16
         4.1      Manner of Offering..........................................16
         4.2      Furnishing of Information...................................16
         4.3      Notice of Certain Events....................................16
         4.4      Copies and Use of Disclosure Documents and Non-Public
                  Filings.....................................................17
         4.5      Modification to Disclosure Documents........................17
         4.6      Blue Sky Laws...............................................17
         4.7      Integration.................................................17
         4.8      Furnishing of Rule 144(c) Materials.........................17
         4.9      Solicitation Materials......................................17
         4.10     Subsequent Financial Statements.............................18
         4.11     Prohibition on Certain Actions..............................18
         4.12     Listing of Common Stock.....................................18
         4.13     Escrow......................................................18
         4.15     Attorney-in-Fact............................................19
         4.16     Indemnification.............................................19
         4.17     Exclusivity.................................................21
         4.18     Purchaser's Ownership of Common Stock.......................21
         4.19     Purchaser's Rights if Trading in Common Stock is Suspended..22
         4.20     No Violation of Applicable Law..............................23
         4.21     Redemption Restrictions.....................................23
         4.22     No Other Registration Rights................................23
         4.23     Merger or Consolidation.....................................23
         4.24     Registration of Escrow Shares...............................24
         4.25     Liquidated Damages..........................................25
         4.26     Short Sales.................................................26
         4.27     Fees........................................................26
         4.28     Debenture and Note..........................................26
         4.29     Changes to Federal and State Securities Laws................27
         4.30     Merger Agreement............................................27
         4.31     Future Financing............................................24
         4.32     Applicability of Agreements after Post-Closing..............25
         4.33     Company's Right of Redemption...............................25
         4.34     Stock Split.................................................25


                                       i
<PAGE>

ARTICLE V           TERMINATION...............................................28
         5.1      Termination by the Company or the Purchaser.................28
         5.2.     Remedies....................................................29

ARTICLE VI          LEGAL FEES AND DEFAULT INTEREST RATE......................30

ARTICLE VII         MISCELLANEOUS.............................................30
         7.1      Fees and Expenses...........................................30
         7.2      Entire Agreement; Amendments................................30
         7.3      Notices.....................................................31
         7.4      Amendments; Waivers.........................................31
         7.5      Headings....................................................31
         7.6      Successors and Assigns......................................32
         7.7      No Third Party Beneficiaries................................32
         7.8      Governing Law; Venue; Service of Process....................32
         7.9      Survival....................................................32
         7.10     Counterpart Signatures......................................32
         7.11     Publicity...................................................32
         7.12     Severability................................................32
         7.13     Limitation of Remedies......................................33
         7.14     Omnibus Provision...........................................33

LIST OF SCHEDULES:

Schedule 1        Purchaser
Schedule 3.1(a)   Subsidiaries
Schedule 3.1(c)   Capitalization and Registration Rights
Schedule 3.1(d)   Equity and Equity Equivalent Securities
Schedule 3.1(e)   Conflicts
Schedule 3.1(f)   Consents and Approvals
Schedule 3.1(g)   Litigation
Schedule 3.1(h)   Defaults and Violations
Schedule 5.1      Form 8-K Disclosure Obligations

LIST OF EXHIBITS:

Exhibit A-1       Debenture A
Exhibit A-2       Debenture B
Exhibit C         Merger Agreement
Exhibit D         Certificate of Merger
Exhibit E         Conversion Procedures
Exhibit F         Escrow Agreement
Exhibit G         Power of Attorney
Exhibit H         Legal Opinion
Exhibit I         Rule 504 Legal Opinion
Exhibit J         Officer's Certificate
Exhibit K         Note
Exhibit L         Company Certificate
Exhibit M         Company Certificate
Exhibit N         Share Deposit Agreement



                                       ii
<PAGE>

   THIS  CONVERTIBLE  DEBENTURE  PURCHASE  AGREEMENT  ("Agreement")  is made and
entered into as of November 23, 2004, between Incode Corporation,  a corporation
organized and existing under the laws of the State of Delaware (the  "Company"),
and the purchaser listed on SCHEDULE 1 hereto (the "Purchaser").

   WHEREAS, subject to the terms and conditions set forth in this Agreement, the
Company desires to issue and sell to the Purchaser and the Purchaser  desires to
acquire from the Company the Company's $1,000,000, 5% Convertible Debenture, due
November 22, 2006 in the aggregate  amount of One Million Dollars  ($1,000,000),
at the  aggregate  price of One  Million  Dollars  ($1,000,000)  in the forms of
EXHIBIT A-1 ("Debenture A") and EXHIBIT A-2 ("Debenture  B"), annexed hereto and
made a part hereof (the "Debentures").

   IN  CONSIDERATION of the mutual  covenants  contained in this Agreement,  the
Company and the Purchaser agree as follows:


                               CERTAIN DEFINITIONS

                  Certain Definitions. As used in this Agreement, and unless the
context  requires a different  meaning,  the  following  terms have the meanings
indicated:

         "Advisory Fee" shall have the meaning set forth in Section 4.27 hereof.

         "Affiliate"  means,  with  respect  to any  Person,  any  Person  that,
directly or  indirectly,  controls,  is controlled by or is under common control
with such Person.  For the purposes of this  definition,  "control"  (including,
with correlative  meanings,  the terms "controlled by" and "under common control
with") shall mean the possession, directly or indirectly, of the power to direct
or cause the direction of the  management  and policies of such Person,  whether
through the ownership of voting securities or by contract or otherwise.

         "Agreement"  shall  have the  meaning  set  forth  in the  introductory
paragraph of this Agreement.

         "Attorney-in-Fact"   shall  have  the  meaning  set  forth  in  Section
2.2(a)(iv) hereof.

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

         "Closing" shall have the meaning set forth in Section 2.2(a).

         "Closing Date" shall have the meaning set forth in Section 2.2(a).

         "Commission" means the Securities and Exchange Commission.

<PAGE>

         "Common Stock" means shares now or hereafter authorized of the class of
common stock,  par value $.001, of the Company and stock of any other class into
which such shares may hereafter have been reclassified or changed.

         "Company"  shall  have  the  meaning  set  forth  in  the  introductory
paragraph.

         "Control Person" shall have the meaning set forth in Section 4.16(a)(i)
hereof.

         "Conversion Date" shall have the meaning set forth in the Debentures.

         "Debenture  Notice"  shall have the meaning  set forth in Section  4.18
hereof.

         "Debentures" shall have the meaning set forth in the recital.

         "Default"  means any event or condition  which  constitutes an Event of
Default  or which  with the  giving of  notice  or lapse of time or both  would,
unless cured or waived, become an Event of Default.

         "Disclosure  Documents"  means (a) all documents and written  materials
provided to the Purchaser  and/or its  representatives  in  connection  with the
Company  and  this  offering,  including,  but not  limited  to,  the  Company's
unaudited  balance  sheet as at June 30, 2004 and profit and loss  statement for
the period from inception to June 30, 2004 and (b) the Schedules  required to be
furnished to the  Purchaser  by or on behalf of the Company  pursuant to Section
3.1 hereof.

         "Effective  Date"  shall mean the date on which  certificate  of merger
(the  "Certificate  of  Merger")  annexed  as EXHIBIT D hereto is filed with the
Secretary  of State of the  State of  Delaware  to  effect  the  merger  of BIBO
Acquisition,  Inc.  ("Acquisition"),  a Delaware  corporation and a wholly owned
subsidiary of BIB Holdings,  Ltd. ("BIBO"), a Nevada corporation,  with and into
the Company (the "Merger") pursuant to the Merger Agreement.

         "Escrow Agent" means  Gottbetter & Partners,  LLP, 488 Madison  Avenue,
12th Floor, New York, NY 10022; Tel: 212-400-6900; Fax: 212-400-6901.

         "Escrow  Agreement"  shall have the meaning  set forth in Section  4.13
hereof.

         "Escrow  Shares"  means the  certificates  representing  Fifty  Million
(50,000,000) shares of duly issued Common Stock,  without restriction and freely
tradable  pursuant to Rule 504 of  Regulation  D of the  Securities  Act, in the
share  denominations  specified by the Purchaser,  registered in the name of the
Purchaser and/or its assigns to be held in escrow pursuant to this Agreement and
the Escrow Agreement.

         "Event of Default" shall have the meaning set forth in Section 5.1.

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

         "Execution Date" means the date of this Agreement first written above.

<PAGE>

         "G&P" means Gottbetter & Partners, LLP.

         "Indemnified Party" shall have the meaning set forth in Section 4.16(b)
hereof.

         "Indemnifying  Party"  shall  have the  meaning  set  forth in  Section
4.16(b) hereof.

         "Limitation on Conversion"  shall have the meaning set forth in Section
4.18 hereof.

         "Losses" shall have the meaning set forth in Section 4.16(a) hereof.

         "Lump Sum  Payment"  shall have the meaning  set forth in Section  4.31
hereof.

         "Material"  shall  mean  having a  financial  consequence  in excess of
$10,000.

         "Material  Adverse  Effect" shall have the meaning set forth in Section
3.1(a).

         "Merger  Agreement" means the Merger Agreement among BIBO,  Acquisition
and the Company, annexed as EXHIBIT C hereto.

         "NASD" means the National Association of Securities Dealers, Inc.

         "Nasdaq" shall mean the Nasdaq Stock Market, Inc.(R)

         "Non-Public  Filings"  shall have the  meaning set forth in Section 4.2
hereof.

         "Note" shall have the meaning set forth in Section 2.1(b)(ii) hereof.

         "Notice of Conversion"  shall have the meaning set forth in paragraph 1
of EXHIBIT E annexed hereto.

         "Original  Issuance  Date,"  shall  have the  meaning  set forth in the
Debentures.

         "OTCBB"  shall mean the NASD  over-the  counter  Bulletin  Board(R)  or
similar organization or agency succeeding to its functions.

         "Per Share Market  Value" of the Common  Stock means on any  particular
date (a) the last sale  price of  shares of Common  Stock on such date or, if no
such sale takes place on such date, the last sale price on the most recent prior
date, in each case as officially  reported on the principal national  securities
exchange on which the Common Stock is then listed or admitted to trading, or (b)
if the Common  Stock is not then listed or  admitted to trading on any  national
securities  exchange,  the closing bid price per share as reported by Nasdaq, or
(c) if the Common Stock is not then listed or admitted to trading on the Nasdaq,
the closing bid price per share of the Common  Stock on such date as reported on
the OTCBB or if there is no such price on such date,  then the last bid price on
the date nearest  preceding  such date, or (d) if the Common Stock is not quoted
on the OTCBB,  the closing bid price for a share of Common Stock on such date in

<PAGE>

the  over-the-counter  market as  reported  by the  Pinksheets  LLC (or  similar
organization  or agency  succeeding to its functions of reporting  prices) or if
there is no such price on such date, then the last bid price on the date nearest
preceding such date, or (e) if the Common Stock is not publicly traded, the fair
market value of a share of the Common Stock as  determined  by an Appraiser  (as
defined in and pursuant to the procedures  set forth in Section  4(c)(iv) of the
Debentures)  selected  in  good  faith  by  the  holders  of a  majority  of the
Debentures;   provided,   however,  that  the  Company,  after  receipt  of  the
determination  by such  Appraiser,  shall have the right to select an additional
Appraiser, in which case, the fair market value shall be equal to the average of
the determinations by each such Appraiser.

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

         "Post-Closing" shall have the meaning set forth in Section 2.3(a).

         "Post-Closing Date" shall have the meaning set forth in Section 2.3(a).

         "Power of Attorney"  means the power of attorney in the form of EXHIBIT
G annexed hereto.

         "Proceeding" means an action, claim, suit,  investigation or proceeding
(including,  without limitation, an investigation or partial proceeding, such as
a deposition), whether commenced or threatened.

         "Purchase Price" shall have the meaning set forth in Section 2.1(a).

         "Purchaser"  shall  have the  meaning  set  forth  in the  introductory
paragraph.

         "Registrable  Securities"  means the  Underlying  Shares and the Escrow
Shares entitled to registration pursuant to Section 4.24 and Section 4.29.

         "Reporting  Issuer"  means a company  that is subject to the  reporting
requirements of Section 13 or 15(d) of the Exchange Act.

         "Required  Approvals"  shall  have the  meaning  set  forth in  Section
3.1(f).

         "Restriction  Period"  shall  have the  meaning  set  forth in  Section
4.17(a).

         "Second Debentures" shall have the meaning set forth in the recital.

         "Securities" means the Debentures, the Underlying Shares and the Escrow
Shares.

         "SEC" means the Securities and Exchange Commission.

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

<PAGE>

         "Share Deposit  Agreement"  means the Share Deposit  Agreement  between
BIBO and the Purchaser, annexed as EXHIBIT N hereto.

         "Short Sale" shall have the meaning set forth in Section 4.26 hereof.

         "Successors-in-Interest"  shall have the  meaning  set forth in Section
4.31 hereof.

         "Trading  Day" means (a) a day on which the  Common  Stock is quoted on
the Nasdaq,  the OTCBB or the principal stock exchange on which the Common Stock
has been  listed,  or (b) if the Common  Stock is not quoted on the Nasdaq,  the
OTCBB or any stock  exchange,  a day on which the Common  Stock is quoted in the
over-the-counter  market,  as  reported  by the  Pinksheets  LLC (or any similar
organization or agency succeeding its functions of reporting prices).

         "Transaction  Documents"  means this  Agreement  and all  exhibits  and
schedules hereto and all other agreements executed pursuant to this Agreement.

         "Underlying  Shares"  means the  shares of duly  issued  Common  Stock,
without  restriction and freely tradable pursuant to Rule 504 of Regulation D of
the Securities Act, into which the Debentures are convertible in accordance with
the terms hereof, the Debentures.


                   PURCHASE AND SALE OF CONVERTIBLE DEBENTURES

                  Purchase and Sale; Purchase Price.

         (a) Subject to the terms and conditions  set forth herein,  the Company
shall issue and sell and the  Purchaser  shall  purchase an aggregate  principal
amount  of One  Million  Dollars  ($1,000,000)  (the  "Purchase  Price")  of the
Debentures, of which Five Hundred Thousand Five Hundred Dollars ($500,000) shall
be attributable to the Debenture A and Five Hundred Thousand Dollars  ($500,000)
shall  be  attributable  to the  Debenture  B.  The  Debentures  shall  have the
respective  rights,  preferences  and  privileges as set forth in the respective
Debentures annexed as EXHIBIT A-1 and EXHIBIT A-2.

         (b) The Purchase Price shall be paid and attributable as follows:

                  (i) for the  Debenture  A, cash in the amount of Five  Hundred
Thousand Dollars ($500,000); and

                  (ii) for the Debenture B, one promissory note of the Purchaser
in the aggregate  principal amount of Five Hundred  Thousand Dollars  ($500,000)
annexed  hereto as EXHIBIT K (the  "Note"),  to be paid in  accordance  with the
terms of the Note.

<PAGE>

                  Execution and Delivery of Documents; The Closing.

                           The  Closing  of  the   purchase   and  sale  of  the
Debentures (the "Closing")  shall take place  simultaneously  with the execution
and delivery of this Agreement (the "Closing Date"). On the Closing Date,

                                    the  parties  shall  execute and deliver the
         Escrow Agreement to the Escrow Agent;

                                    the Company  shall  deliver to the Purchaser
         the (A)  the  Disclosure  Documents,  (B) a duly  executed  copy of the
         Merger  Agreement and (B) the legal  opinions of counsel to the Company
         substantially  in the form of EXHIBIT H and  EXHIBIT I annexed  hereto,
         addressed to the Purchaser and dated the date hereof;

                                    the  Company  shall  deliver  to the  Escrow
         Agent (A) original and duly executed Debentures  registered in the name
         of the Purchaser and/or its assigns in the amount set forth in SCHEDULE
         1,  (B) an  original  and  duly  executed  Power  of  Attorney  and (C)
         certificates representing the original Escrow Shares;

                                    the Company shall execute and deliver to the
         Purchaser a certificate of its Chief Financial Officer,  in the form of
         EXHIBIT J annexed hereto, certifying that attached thereto is a copy of
         resolutions  duly  adopted  by the Board of  Directors  of the  Company
         authorizing   the  Company  to  execute  and  deliver  the  Transaction
         Documents and to enter into the transactions  contemplated  thereby and
         the   appointment,   pursuant   to   Section   4.14   hereof,   of  the
         attorney-in-fact    pursuant   to   the   Power   of   Attorney    (the
         "Attorney-in-Fact"); and

                                    the  Purchaser  shall  deliver to the Escrow
         Agent the  Purchase  Price by wire  transfer of  immediately  available
         funds  in the  amount  of  Five  Hundred  Thousand  Dollars  ($500,000)
         pursuant to written wire transfer instructions  delivered by the Escrow
         Agent to the  Purchaser at least three (3)  Business  Days prior to the
         Closing.

                           If this  Agreement is terminated  pursuant to Section
5.1 hereof,  then,  within two (2) Business  Days from the date of  termination,
either the Company or the Purchaser shall notify the Escrow Agent of same, and

                                    the  Escrow  Agent  shall,  within  two  (2)
         Business Days of its receipt of such notice,

                   return the Purchase Price to the Purchaser;

                                    (B) return the Note to Purchaser;

                                    (C) return the  Debentures  to the  Company;
                                        and

                                    (D) return the Escrow Shares to the Company.

<PAGE>

                  The Post-Closing.

                           The  post-closing  of the  purchase  and  sale of the
Debentures (the  "Post-Closing")  shall take place as soon as practicable  after
the receipt of the executed Share Deposit Agreement (the "Post-Closing Date") at
the offices of Gottbetter & Partners,  488 Madison  Avenue,  New York, NY 10022;
provided,  however,  that all of the  transactions  contemplated  by the  Merger
Agreement shall have been consummated in accordance with the terms of the Merger
Agreement  prior  to  the  Post-Closing;   and  further,   provided,   that  the
Post-Closing  may not occur  later  than ten (10) days  after the  Closing  Date
(except if such 10th day is not a Business  Day,  then the next  Business  Day),
unless the Purchaser agrees in writing in advance to an extension, which writing
shall  set  forth the new  Post-Closing  Date.  The  Merger  Agreement  shall be
executed immediately after the Closing.

                           At the Post-Closing,

                                    the  Escrow  Agent  shall   deliver  to  the
         Purchaser  and/or its assigns the original and duly issued  Debentures,
         each  registered  in the  name of the  Purchaser  and in  denominations
         specified  by the  Purchaser  in the  amounts  set forth in  SCHEDULE 1
         hereto  or  with  written  notice  to the  Escrow  Agent  prior  to the
         Post-Closing ;

                                    the Company  shall  deliver to the Purchaser
                  the following:

                                    certified   copies  of  the  Certificate  of
                  Merger as filed  with the  Secretary  of State of the State of
                  Delaware;

                           (B) a  certificate  in the form of  EXHIBIT L annexed
hereto,  dated the Post-Closing Date and signed by the Secretary of the Company,
certifying (1) that attached  thereto are true,  correct and complete  copies of
(a) the Company's Certificate of Incorporation,  as amended to the date thereof,
(b) the Company's by-laws, as amended to the date thereof, and (c) a certificate
of good standing from the Secretary of State of Delaware and (2) the  incumbency
of the officer executing this Agreement;

                           (C) a certificate  of the Company's  Chief  Financial
Officer,  dated the Post-Closing  Date, in the form of EXHIBIT M annexed hereto,
certifying that the  representations  and warranties of the Company contained in
Article  III  hereof  are true  and  correct  in all  material  respects  on the
Post-Closing  Date (except for  representations  and warranties  that speak of a
specific date,  which  representations  and warrants shall be true,  correct and
complete in all material respects as of such date);

                           (D) an executed Share Deposit Agreement; and

                           (E) all other  documents,  instruments  and  writings
required to have been  delivered by the Company at or prior to the  Post-Closing
pursuant to this Agreement.

                  Upon  receipt  by the  Purchaser  of those  items set forth in
Sections  2.3(b)(i)  through  (ii)  above,  the  Escrow  Agent  shall as soon as
practicable deliver the following to or on behalf of BIBO, as applicable:

<PAGE>

                           the Purchase Price,  (A)  attributable to Debenture A
         by wire transfer of immediately  available  funds in the amount of Five
         Hundred  Thousand Dollars  ($500,000),  minus all fees and expenses due
         under the  Transaction  Documents,  to BIBO  pursuant  to written  wire
         transfer  instructions  delivered  by BIBO to the Escrow Agent at least
         three  (3)  Business  Days  prior  to  the   Post-Closing   Date,   (B)
         attributable  to Debenture B by delivery of the original  executed Note
         to the promisee of the Note and (C) the Advisory Fee to the  Purchaser;
         and

                           all documents,  instruments, and writings required to
         have been delivered or necessary at or prior to the Post-Closing by the
         Purchaser pursuant to this Agreement.

                  The Escrow Agent shall retain and hold the Escrow Shares,  the
Debenture  B, all of which  shall be held in  accordance  with the terms of this
Agreement, the Note and the Escrow Agreement.

         2.4  Debenture B. Subject to Section  4.28,  the Escrow Agent will hold
the Debenture B in escrow until either (i) the obligations under the Note by its
terms becomes due and payable and is subsequently paid in full by the Purchaser,
whereupon the Escrow Agent will deliver the Debenture B to the Purchaser or (ii)
the obligations under the Note expire under its terms, whereupon the Debenture B
will be delivered to the Company for cancellation.


                         REPRESENTATIONS AND WARRANTIES

                  Representations, Warranties and Agreements of the Company. The
Company  hereby  makes  the  following  representations  and  warranties  to the
Purchaser, all of which shall survive the Post-Closing;

                           Organization  and  Qualification.  The  Company  is a
corporation, duly incorporated,  validly existing and in good standing under the
laws of the State of Delaware,  with the requisite corporate power and authority
to own and use its  properties  and  assets  and to  carry  on its  business  as
currently  conducted.  The  Company  has no  subsidiaries.  The  Company is duly
qualified to do business  and is in good  standing as a foreign  corporation  in
each  jurisdiction  in which the nature of the  business  conducted  or property
owned by it makes such qualification  necessary,  except where the failure to be
so qualified or in good standing, as the case may be, would not, individually or
in the aggregate,  have a material  adverse effect on the results of operations,
assets,  prospects,  or financial condition of the Company,  taken as a whole (a
"Material Adverse Effect").

                           Authorization,   Enforcement.  The  Company  has  the
requisite  corporate  power and  authority to enter into and to  consummate  the
transactions  contemplated hereby and by each other Transaction  Document and to
otherwise to carry out its obligations  hereunder and thereunder.  The execution
and delivery of this  Agreement and each of the other  Transaction  Documents to
which  it is a  party  by  the  Company  and  the  consummation  by  it  of  the
transactions  contemplated  hereby and thereby have been duly  authorized by all
necessary action on the part of the Company.  Each of this Agreement and each of

<PAGE>

the other Transaction  Documents to which it is a party has been or will be duly
executed by the Company and when  delivered in accordance  with the terms hereof
or thereof  will  constitute  the valid and  binding  obligation  of the Company
enforceable  against the Company in  accordance  with its terms,  except as such
enforceability   may  be   limited   by   applicable   bankruptcy,   insolvency,
reorganization,   moratorium,  liquidation  or  similar  laws  relating  to,  or
affecting  generally the  enforcement of,  creditors'  rights and remedies or by
other equitable principles of general application.

                           Capitalization.    The    authorized,    issued   and
outstanding  capital  stock of the Company is set forth on SCHEDULE  3.1(C).  No
Debentures have been issued as of the date hereof. No shares of Common Stock are
entitled to preemptive or similar rights,  nor is any holder of the Common Stock
entitled  to  preemptive  or similar  rights  arising  out of any  agreement  or
understanding with the Company by virtue of this Agreement.  Except as described
in this  Agreement,  or disclosed in Schedule  3.1(c),  there are no outstanding
options, voting agreements or merger agreements, arrangements, warrants, script,
rights  to  subscribe  to,  registration  rights,  calls or  commitments  of any
character  whatsoever  relating  to, or,  except as a result of the purchase and
sale of the Debentures hereunder,  securities, rights or obligations convertible
into or  exchangeable  for, or giving any person any right to  subscribe  for or
acquire,  any  shares  of  Common  Stock  or  other  securities,  or  contracts,
commitments,  understandings,  or  arrangements  by which the  Company is or may
become bound to issue additional shares of Common Stock or other securities,  or
securities or rights  convertible or exchangeable into shares of Common Stock or
other  securities.  The Company is not in violation of any of the  provisions of
its Certificate of Incorporation, bylaws or other charter documents.

                           Issuance of Securities. The Debentures and the Escrow
Shares  have been  duly and  validly  authorized  for  issuance,  offer and sale
pursuant to this Agreement and, when issued and delivered as provided  hereunder
or in the Debentures against payment in accordance with the terms hereof,  shall
be valid and binding  obligations of the Company enforceable against the Company
in  accordance  with their  respective  terms.  The Company has and at all times
while the  Debentures  are  outstanding  will  continue  to maintain an adequate
reserve of shares of Common Stock to enable it to perform its obligations  under
this  Agreement  and  the  Debentures  except  as  otherwise  permitted  in this
Agreement or the Debentures. When issued in accordance with the terms hereof and
the Debentures,  the Securities will be duly authorized,  validly issued,  fully
paid and  non-assessable.  Except as set forth in  SCHEDULE  3.1(D) or  SCHEDULE
3.1(C) hereto, there is no equity,  equity equivalent  security,  debt or equity
lines of credit  outstanding  that is  substantially  similar to the Debentures,
including any security having a floating conversion substantially similar to the
Debentures;  provided,  however,  that,  except,  as otherwise  provided herein,
nothing  contained in this Section  3.1(d) shall be deemed to permit the Company
to issue any convertible security or instrument or equity line of credit.

                           No Conflicts. The execution, delivery and performance
of this  Agreement  and the other  Transaction  Documents by the Company and the
consummation by the Company of the transactions  contemplated hereby and thereby
do not  and  will  not  (i)  conflict  with  or  violate  any  provision  of its
Certificate of Incorporation or bylaws (each as amended through the date hereof)
or (ii) be subject  to  obtaining  any of the  consents  referred  to in Section
3.1(f), 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

<PAGE>

agreement,  indenture or  instrument  to which the Company is a party,  or (iii)
result in a violation of any law, rule, regulation, order, judgment, injunction,
decree or other restriction of any court or governmental  authority to which the
Company is subject (including,  but not limited to, those of other countries and
the federal and state securities laws and regulations), or by which any property
or asset of the Company is bound or affected, except in the case of clause (ii),
such conflicts, defaults, terminations, amendments, accelerations, cancellations
and violations as would not,  individually or in the aggregate,  have a Material
Adverse Effect.  The business of the Company is not being conducted in violation
in any material respect of any law,  ordinance or regulation of any governmental
authority.

                           Consents  and  Approvals.  Other than the approval of
its board of directors and stockholders, which have been obtained, and except as
specifically set forth in SCHEDULE 3.1(F), the Company is not required to obtain
any  consent,  waiver,  authorization  or  order  of,  or  make  any  filing  or
registration   with,  any  court  or  other  federal,   state,  local  or  other
governmental  authority  or other  Person  in  connection  with  the  execution,
delivery and  performance by the Company of this Agreement and each of the other
Transaction  Documents,  except for the filing of the Certificate of Merger with
the Secretary of State of the State of Delaware to effect the Merger pursuant to
the Merger Agreement,  which shall be filed no later than ten (10) days from the
Closing Date  (together  with the  consents,  waivers,  authorizations,  orders,
notices and filings referred to in SCHEDULE 3.1(F), the "Required Approvals").

                           Litigation;   Proceedings.   Except  as  specifically
disclosed in SCHEDULE  3.1(G),  there is no action,  suit,  notice of violation,
proceeding or  investigation  pending or, to the best  knowledge of the Company,
threatened  against the Company or any of its properties before or by any court,
governmental or administrative  agency or regulatory authority (federal,  state,
county,  local or foreign)  which (i)  relates to or  challenges  the  legality,
validity or enforceability of any of the Transaction  Documents,  the Debentures
and the Underlying Shares (ii) could,  individually or in the aggregate,  have a
Material  Adverse  Effect  or (iii)  could,  individually  or in the  aggregate,
materially  impair the ability of the Company to perform fully on a timely basis
its obligations under the Transaction Documents.

                           No  Default  or  Violation.  Except  as set  forth in
SCHEDULE 3.1(H) hereto,  the Company (i) is not in default under or in violation
of any indenture,  loan or credit agreement or any other agreement or instrument
to which it is a party or by which it or any of its properties is bound,  except
such defaults or violations as do not have a Material  Adverse  Effect,  (ii) is
not in violation of any order of any court,  arbitrator  or  governmental  body,
except for such violations as do not have a Material Adverse Effect, or (iii) is
not  in  violation  of any  statute,  rule  or  regulation  of any  governmental
authority which could  (individually  or in the aggregate) (x) adversely  affect
the legality,  validity or enforceability of this Agreement, (y) have a Material
Adverse  Effect or (z) adversely  impair the Company's  ability or obligation to
perform fully on a timely basis its obligations under this Agreement.

                           Certain Fees.  No fees or commission  will be payable
by the Company to any investment  banker,  broker,  placement agent or bank with
respect to the  consummation of the transactions  contemplated  hereby except as
provided in Section 4.27 hereof.

<PAGE>

                           Disclosure Documents.  The Disclosure Documents taken
as a whole are accurate in all  material  respects and do not contain any untrue
statement  of a material  fact or omit to state any material  fact  necessary in
order to make the statements made therein,  in light of the circumstances  under
which they were made, not misleading.

                           Manner  of   Offering.   Assuming   the   Purchaser's
representations and warranties contained in Section 3.2 are true and correct (a)
the Securities are being offered and sold to the Purchaser without  registration
under the Securities Act in a private placement that is exempt from registration
pursuant  to  Rule  504  of  Regulation  D of the  Securities  Act  and  without
registration under the Minnesota Revised Statues,  1986 (the "Minnesota Act") in
reliance upon the exemption provided by Section 80A.15.2(g) of the Minnesota Act
and Administrative Rule 2875.0170; and (b) accordingly, the Securities are being
issued  without  restriction  and may be freely  traded  pursuant to Rule 504 of
Regulation D of the Securities Act.

                           Non-Registered Offering.  Neither the Company nor any
Person  acting  on its  behalf  has taken or will  take any  action  (including,
without  limitation,  any  offering  of  any  securities  of the  Company  under
circumstances  which would  require the  integration  of such  offering with the
offering of the  Securities  under the  Securities  Act) which might subject the
offering, issuance or sale of the Securities to the registration requirements of
Section 5 of the Securities Act.

         (m) Not a Reporting Company; Eligibility to use Exemption under 504(b).
The  Company  is not  subject  to the  reporting  requirements  of Section 13 or
Section 15(d) of the Exchange Act. The Company has not sold any securities under
Rule  504(b)  in the last  twelve  months.  The  Company  is  eligible  to issue
securities  exempt  from  registration  pursuant  to Rule  504 of  Regulation  D
promulgated under the Securities Act. The Company is a development stage company
that has a  specific  business  plan that is other than to engage in a merger or
acquisition with an unidentified company or companies.

         (n)  No   Undisclosed   Liabilities.   Except   for  the   transactions
contemplated in this Agreement and the Merger  Agreement,  there are no material
liabilities of the Company, whether absolute, accrued, contingent or otherwise.

The Purchaser  acknowledges and agrees that the Company makes no  representation
or warranty with respect to itself or the transactions contemplated hereby other
than those specifically set forth in Section 3.1 hereof.

         Representations  and Warranties of the Purchaser.  The Purchaser hereby
represents and warrants to the Company as follows:

                           Organization;  Authority.  The Purchaser is a limited
liability company,  duly organized,  validly existing and in good standing under
the laws of Minnesota  with the requisite  power and authority to enter into and
to consummate the transactions  contemplated hereby and by the other Transaction
Documents and otherwise to carry out its  obligations  hereunder and thereunder.
The acquisition of the Debentures to be purchased by the Purchaser hereunder has
been duly authorized by all necessary action on the part of the Purchaser.  This
Agreement has been duly executed and delivered by the Purchaser and  constitutes

<PAGE>

the valid and legally binding obligation of the Purchaser,  enforceable  against
it in accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy,  insolvency,  reorganization,  moratorium or similar laws
relating to, or affecting  generally the  enforcement of,  creditors  rights and
remedies or by other general principles of equity.

                           Investment  Intent.  The  Purchaser is acquiring  the
Debentures  to be purchased  by it  hereunder,  and will acquire the  Underlying
Shares relating to such Debentures,  for its own account for investment purposes
only and not with a view to or for  distributing or reselling such Debentures or
Underlying  Shares or any part thereof or interest therein,  without  prejudice,
however, to the Purchaser's right,  subject to the provisions of this Agreement,
at all times to sell or otherwise  dispose of all or any part of such Debentures
or Underlying Shares in compliance with applicable  federal and state securities
laws.

                           Purchaser  Status.  At the  time  the  Purchaser  was
offered  the  Debentures  to be acquired  by it  hereunder,  it was, at the date
hereof it is and at the  Post-Closing  it will be an  "accredited  investor"  as
defined in Rule 501(a) under the Securities  Act. The Purchaser is a resident in
the State of Minnesota and no other jurisdiction.

                           Experience of Purchaser. The Purchaser,  either alone
or together with its  representatives,  has such knowledge,  sophistication  and
experience in business and  financial  matters so as to be capable of evaluating
the merits and risks of an  investment  in the  Securities  to be acquired by it
hereunder, and has so evaluated the merits and risks of such investment.

                           Ability of Purchaser to Bear Risk of Investment.  The
Purchaser is able to bear the economic risk of an  investment in the  Securities
to be acquired by it  hereunder  and, at the present  time,  is able to afford a
complete loss of such investment.

                           Prohibited   Transactions.   The   securities  to  be
acquired  by the  Purchaser  hereunder  are  not  being  acquired,  directly  or
indirectly,  with the assets of any "employee  benefit plan," within the meaning
of Section 3(3) of the  Employment  Retirement  Income  Security Act of 1974, as
amended.

                           Access to  Information.  The  Purchaser  acknowledges
receipt of the Disclosure  Documents and further  acknowledges  that it has been
afforded (i) the  opportunity to ask such  questions as it has deemed  necessary
of, and to receive answers from,  representatives  of the Company concerning the
terms and  conditions of the Securities and the merits and risks of investing in
the Securities;  (ii) access to information  about the Company and the Company's
financial condition, results of operations, business, properties, management and
prospects  sufficient to enable it to evaluate its investment in the Securities;
and (iii)  the  opportunity  to obtain  such  additional  information  which the
Company possesses or can acquire without  unreasonable effort or expense that is
necessary to make an informed investment decision with respect to the investment
and to verify the accuracy and completeness of the information  contained in the
Disclosure Documents.

                           Reliance.  The Purchaser understands and acknowledges
that (i) the Debentures being offered and sold to it hereunder are being offered
and sold without  registration  under the Securities Act in a private  placement
that is exempt from the registration provisions of the Securities Act under Rule

<PAGE>

504 of Regulation D under the Securities Act and (ii) the  availability  of such
exemption  depends in part on, and that the Company  will rely upon the accuracy
and  truthfulness  of, the foregoing  representations  and the Purchaser  hereby
consents to such reliance.

   The   Company   acknowledges   and  agrees  that  the   Purchaser   makes  no
representations  or  warranties  with respect to the  transactions  contemplated
hereby other than those specifically set forth in this Section 3.2.


                         OTHER AGREEMENTS OF THE PARTIES

                  Manner of Offering.  The Securities are being issued  pursuant
to Rule 504 (b) of Regulation D of the Securities  Act. The  Securities  will be
exempt from restrictions on transfer,  and will carry no restrictive legend with
respect to the exemption from registration under the Securities Act. The Company
will  use its best  efforts  to  insure  that it takes  no  actions  that  would
jeopardize the availability of the exemption from registration under Rule 504(b)
for the Securities and, if for any reason such exemption becomes unavailable due
to the  Company's  action  or  failure  to act,  the  Company  shall  cause  the
Securities  to be  registered  under the  Securities  Act as required by Section
4.29.

                  Furnishing of  Information.  As long as the Purchaser owns any
of the  Securities,  and unless and until the  Securities are assumed by BIBO or
the Company becomes subject to the reporting requirements under Section 13(a) or
15(b) of the Exchange  Act, the Company will  promptly  furnish to the Purchaser
financial  information  similar to that  required  to be  reported in annual and
quarterly reports  comparable to those required by Section 13(a) or 15(d) of the
Exchange Act (the "Non-Public Filings").

                  Notice of Certain  Events.  The Company shall, on a continuing
basis,  as long as the  Purchaser  owns any of the  Securities,  (i)  advise the
Purchaser  promptly  after  obtaining  knowledge  of, and, if  requested  by the
Purchaser,  confirm  such  advice in writing,  of (A) the  issuance by any state
securities  commission  of  any  stop  order  suspending  the  qualification  or
exemption  from  qualification  of the  Securities,  for offering or sale in any
jurisdiction,  or the initiation of any proceeding for such purpose by any state
securities commission or other regulatory authority, or (B) any event that makes
any  statement  of a material  fact made by the Company in Section 3.1 or in the
Disclosure  Documents  untrue or that requires the making of any additions to or
changes  in  Section  3.1 or in the  Disclosure  Documents  in order to make the
statements  therein,  in each case at the time such  Disclosure  Documents  were
delivered to the  Purchaser  and in the light of the  circumstances  under which
they were  made,  not  misleading,  (ii) use its  commercially  reasonable  best
efforts to  prevent  the  issuance  of any stop  order or order  suspending  the
qualification or exemption from  qualification of the Securities under any state
securities  or Blue Sky  laws,  and  (iii) if at any time any  state  securities
commission or other  regulatory  authority  shall issue an order  suspending the
qualification  or exemption from  qualification of the Securities under any such
laws, use its  commercially  reasonable best efforts to obtain the withdrawal or
lifting of such order at the earliest possible time.

<PAGE>

                  Copies and Use of Disclosure Documents and Non-Public Filings.
The Company (or, following the Post-Closing,  BIBO) shall furnish the Purchaser,
without  charge,  as many copies of the Disclosure  Documents and the Non-Public
Filings  and  any  amendments  or  supplements  thereto  as  the  Purchaser  may
reasonably request.  The Company consents to the use of the Disclosure Documents
and the Non-Public  Filings and any amendments and supplements to any of them by
the Purchaser in connection with resales of the Securities.

                  Modification to Disclosure Documents. If any event shall occur
as a  result  of  which,  in  the  reasonable  judgment  of the  Company  or the
Purchaser,  it becomes  necessary or advisable to amend or supplement any of the
Disclosure  Documents or the Non-Public  Filings in order to make the statements
therein,  at the time such Disclosure  Documents or the Non-Public  Filings were
delivered to the  Purchaser  and in the light of the  circumstances  under which
they  were  made,  not  misleading,  or if it  becomes  necessary  to  amend  or
supplement any of the Disclosure  Documents or the Non-Public  Filings to comply
with  applicable  law,  the  Company  shall as soon as  practicable  prepare  an
appropriate  amendment or supplement to each such document in form and substance
reasonably  satisfactory  to both the  Purchaser  and  Company so that (i) as so
amended or supplemented, each such document will not include an untrue statement
of material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances existing at the time it is
delivered to the Purchaser, not misleading and (ii) the Disclosure Documents and
the Non-Public Filings will comply with applicable law in all material respects.

                  Blue Sky Laws. The Company shall  cooperate with the Purchaser
in connection with the exemption from  registration of the Securities  under the
securities or Blue Sky laws of such  jurisdictions as the Purchaser may request;
provided,  however,  that  the  Company  shall  be not  required  in  connection
therewith  to (a)  qualify  as a foreign  corporation  where they are not now so
qualified,  or (b)  submit to  taxation  or  general  service of process in such
jurisdiction.  The Company  agrees that it will execute all necessary  documents
and pay all necessary  state filing or notice fees to enable the Company to sell
the Securities to the Purchaser.

                  Integration.  The  Company  shall  not and  shall use its best
efforts to ensure that no Affiliate shall sell, offer for sale or solicit offers
to buy or otherwise  negotiate in respect of any security (as defined in Section
2 of the Securities  Act) that would be integrated with the offer or sale of the
Securities in a manner that would require the registration  under the Securities
Act of the sale of the Securities to the Purchaser.

1.8 Furnishing of Rule 144(c)  Materials.  The Company shall, for so long as any
of the Securities remain  outstanding and during any period in which the Company
is not subject to Section 13 or 15(d) of the Exchange Act, make available to any
registered  holder of the Securities in connection with any sale thereof and any
prospective  purchaser of such Securities from such Person,  such information in
accordance  with  Rule  144(c)(2)  promulgated  under the  Securities  Act as is
required to sell the Securities under Rule 144 promulgated  under the Securities
Act.

                  Solicitation  Materials.  The Company shall not (i) distribute
any  offering  materials  in  connection  with  the  offering  and  sale  of the
Debentures or the Underlying Shares other than the Disclosure  Documents and any
amendments  and  supplements  thereto  prepared in  compliance  herewith or (ii)

<PAGE>

solicit  any offer to buy or sell the  Debentures  or the  Underlying  Shares by
means of any form of general solicitation or advertising.

                  Subsequent  Financial  Statements.  (a) Until the Post-Closing
Date,  if  not  otherwise  publicly  available,  upon  the  written  request  of
Purchaser,  the Company  shall  promptly  furnish to the Purchaser a copy of all
financial  statements  for any period  subsequent  to the period  covered by the
financial  statements  included  in the  Disclosure  Documents  until  the  full
conversion of the Debentures.

         (b) After the Post-Closing Date, if not otherwise  publicly  available,
upon written request of Purchaser,  BIBO shall promptly furnish to the Purchaser
a copy of all financial statements relating to BIBO for any period subsequent to
the period  covered  by the  financial  statements  included  in the  Disclosure
Documents until the full conversion of the Debentures.

                  Prohibition on Certain  Actions.  From the date hereof through
the Post-Closing  Date, the Company shall not, without the prior written consent
of the  Purchaser,  (i) amend its  certificate  or  articles  of  incorporation,
by-laws or other charter  documents so as to adversely  affect any rights of the
Purchaser;  (ii) split,  combine or reclassify  its  outstanding  capital stock;
(iii) declare,  authorize,  set aside or pay any dividend or other  distribution
with respect to the Common Stock; (iv) redeem, repurchase or offer to repurchase
or otherwise acquire shares of its Common Stock; or (v) enter into any agreement
with respect to any of the foregoing other than the Merger Agreement.

                  Listing of Common Stock.  Until the Post-Closing  Date, if the
Common  Stock  shall  become  listed on the OTCBB or on  another  exchange,  the
Company shall (a) use its  commercially  reasonable best efforts to maintain the
listing of its Common  Stock on the OTCBB or such  other  exchange  on which the
Common Stock is then listed until expiration of each of the periods during which
the Debentures may be converted and (b) shall provide to the Purchaser  evidence
of such listing.  After the  Post-Closing  Date,  the references in this Section
4.12 to Company  and Common  Stock  shall be deemed  references  to BIBO and the
common stock of BIBO, respectively.

                  Escrow.  The  Company and the  Purchaser  agree to execute and
deliver,  simultaneously with the execution and delivery of this Agreement,  the
escrow agreement  attached hereto and made part hereof as EXHIBIT F (the "Escrow
Agreement"),  and to issue into  escrow (A) the  certificates  to be held by the
Escrow  Agent,  registered  in  the  name  of  the  Purchaser  and  without  any
restrictive legend of any kind, pursuant to the terms of such escrow and (B) the
Note.

                  Conversion  Procedures;  Maintenance  of  Escrow  Shares.  (a)
EXHIBIT E attached  hereto and made a part hereof sets forth the procedures with
respect to the  conversion of the  Debentures,  including the forms of Notice of
Conversion to be provided upon conversion  instructions as to the procedures for
conversion  and such other  information  and  instructions  as may be reasonably
necessary to enable the Purchaser or its permitted transferee(s) to exercise the
right of conversion smoothly and expeditiously.

<PAGE>

         (b) The Company  agrees that, at any time the  conversion  price of the
Debentures is such that the number of Escrow  Shares for the  Debentures is less
than  150% of the  number of shares  of  Common  Stock  that  would be needed to
satisfy full conversion of all of such Debentures  then  outstanding,  given the
then current  conversion  price (the "Full  Conversion  Shares"),  upon five (5)
Business  Days  written  notice  of  such  circumstance  to the  Company  by the
Purchaser  and/or the Escrow  Agent,  the Company shall issue  additional  share
certificates  in the name of the Purchaser  and/or its assigns in  denominations
specified by the Purchaser,  and deliver same to the Escrow Agent, such that the
new number of Escrow  Shares with respect to the  Debentures is equal to 150% of
the Full Conversion Shares; provided, however, that seventy five (75) days after
the date  hereof  all  references  to "150%" in this  Section  4.14(b)  shall be
"500%".

         (c) In the event there is a reverse  stock split or forward stock split
of the common stock of BIBO, all references to "150%" or "500%", as the case may
be, in this Section 4.14 shall be "2,000%."

                  Attorney-in-Fact.  To effectuate  the terms and  provisions of
this Agreement,  the Escrow Agreement and the Note, the Company hereby agrees to
give the Power of  Attorney.  All acts done  under such  power of  attorney  are
hereby ratified and approved and neither the  Attorney-in-Fact  nor any designee
or agent thereof shall be liable for any acts of commission or omission, for any
error  of  judgment  or  for  any  mistake  of  fact  or  law,  as  long  as the
Attorney-in-Fact is operating within the scope of the Power of Attorney and this
Agreement  and its  exhibits.  The  Power of  Attorney,  being  coupled  with an
interest, shall be irrevocable while any of the Debentures remain unconverted or
any portion of this Agreement or the Escrow Agreement  remains  unsatisfied.  In
addition,  the Company shall give the  Attorney-in-Fact  resolutions executed by
the  Board  of  Directors  of  the  Company  which  authorize  transfers  of the
Debentures,  future issuances of the Underlying  Shares for the Debentures,  and
which  resolutions  state that they are irrevocable  while any of the Debentures
remain  unconverted,  or any portion of this  Agreement or the Escrow  Agreement
remains unsatisfied.

                  Indemnification.

                           Indemnification

                                    The    Company    shall,     notwithstanding
         termination  of  this  Agreement,   indemnify  and  hold  harmless  the
         Purchaser  and  its   officers,   directors,   agents,   employees  and
         affiliates,  each Person who controls the Purchaser (within the meaning
         of Section 15 of the  Securities Act or Section 20 of the Exchange Act)
         (each such Person,  a "Control  Person") and the  officers,  directors,
         agents,  employees and affiliates of each such Control  Person,  to the
         fullest  extent  permitted by applicable  law, from and against any and
         all losses, claims,  damages,  liabilities,  costs (including,  without
         limitation,  costs of preparation and reasonable  attorneys'  fees) and
         expenses  (collectively,  "Losses"),  as  incurred,  arising out of, or
         relating  to, a breach or  breaches  of any  representation,  warranty,
         covenant or agreement by the Company under this  Agreement or any other
         Transaction Document.

                                    The   Purchaser    shall,    notwithstanding
         termination of this Agreement, indemnify and hold harmless the Company,
         its officers,  directors,  agents and employees, each Control Person of

<PAGE>

         the Company and the officers,  directors,  agents and employees of each
         Control Person, to the fullest extent permitted by applicable law, from
         and  against  any and all  Losses,  as  incurred,  arising  out of,  or
         relating  to, a breach or  breaches  of any  representation,  warranty,
         covenant or  agreement  by the  Purchaser  under this  Agreement or any
         other Transaction Documents.

                           Conduct  of  Indemnification   Proceedings.   If  any
Proceeding shall be brought or asserted against any Person entitled to indemnity
hereunder (an "Indemnified Party"), such Indemnified Party promptly shall notify
the Person from whom indemnity is sought (the "Indemnifying  Party") in writing,
and the  Indemnifying  Party shall  assume the defense  thereof,  including  the
employment of counsel  reasonably  satisfactory to the Indemnified Party and the
payment of all fees and expenses  incurred in connection  with defense  thereof;
provided,  that the failure of any  Indemnified  Party to give such notice shall
not relieve the Indemnifying Party of its obligations or liabilities pursuant to
this  Agreement,  except  (and  only) to the  extent  that it  shall be  finally
determined  by a court of competent  jurisdiction  (which  determination  is not
subject to appeal or further  review) that such failure  shall have  proximately
and materially adversely prejudiced the Indemnifying Party.

         An Indemnified Party shall have the right to employ separate counsel in
any such Proceeding and to participate in, but not control, the defense thereof,
but the fees and  expenses  of such  counsel  shall  be at the  expense  of such
Indemnified  Party or Parties unless:  (1) the Indemnifying  Party has agreed to
pay such fees and  expenses;  or (2) the  Indemnifying  Party  shall have failed
promptly  to  assume  the  defense  of such  Proceeding  and to  employ  counsel
reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3)
the named parties to any such Proceeding (including any impeded parties) include
both such  Indemnified  Party and the  Indemnifying  Party, and such Indemnified
Party shall have been  advised by counsel  that a conflict of interest is likely
to exist if the same counsel were to represent  such  Indemnified  Party and the
Indemnifying  Party (in which  case,  if such  Indemnified  Party  notifies  the
Indemnifying  Party in writing that it elects to employ separate  counsel at the
expense of the Indemnifying  Party,  the  Indemnifying  Party shall not have the
right to assume the defense of the claim against the Indemnified  Party but will
retain the right to control the overall Proceedings out of which the claim arose
and  such  counsel  employed  by  the  Indemnified  Party  shall  be  reasonably
acceptable  to  the  Indemnifying  Party  and  shall  be at the  expense  of the
Indemnifying  Party).  The  Indemnifying  Party  shall  not be  liable  for  any
settlement  of any such  Proceeding  effected  without its written  consent.  No
Indemnifying  Party shall,  without the prior written consent of the Indemnified
Party,  effect any settlement of any pending  Proceeding in respect of which any
Indemnified Party is a party,  unless such settlement  includes an unconditional
release of such  Indemnified  Party from all  liability  on claims  that are the
subject matter of such Proceeding, provided, however, the Indemnifying Party may
settle  or  compromise  any  asserted  liability  without  the  consent  of  the
Indemnitee so long as such settlement or compromise  releases the Indemnitee and
does not include any admission or statement of fault against the Indemnitee.

         All fees and expenses of the Indemnified Party to which the Indemnified
Party is  entitled  hereunder  (including  reasonable  fees and  expenses to the
extent  incurred in connection  with  investigating  or preparing to defend such
Proceeding in a manner not inconsistent  with this Section) shall be paid to the
Indemnified Party, as incurred,  within ten (10) Business Days of written notice
thereof to the Indemnifying Party.

<PAGE>

         No right of indemnification  under this Section 4.16 shall be available
as to a particular Indemnified Party if there is a non-appealable final judicial
determination  that  such  Losses  arise  solely  or  substantially  out  of the
negligence or bad faith of such Indemnified  Party in performing the obligations
of such  Indemnified  Party under this Agreement or a breach by such Indemnified
Party of its obligations under this Agreement.

                           Contribution.  If a claim for  indemnification  under
Section  4.16(a) is unavailable to an Indemnified  Party or is  insufficient  to
hold such  Indemnified  Party  harmless  for any Losses in respect of which this
Section  4.16  would  apply by its terms  (other  than by  reason of  exceptions
provided  in this  Section  4.16),  then  each  Indemnifying  Party,  in lieu of
indemnifying  such  Indemnified  Party,  shall  contribute to the amount paid or
payable by such Indemnified  Party as a result of such Losses in such proportion
as is appropriate to reflect the relative  benefits received by the Indemnifying
Party on the one hand and the  Indemnified  Party on the other and the  relative
fault of the  Indemnifying  Party and  Indemnified  Party in connection with the
actions or omissions  that resulted in such Losses as well as any other relevant
equitable  considerations.  The relative  fault of such  Indemnifying  Party and
Indemnified  Party shall be  determined  by reference  to,  among other  things,
whether there was a judicial determination that such Losses arise in part out of
the  negligence  or bad  faith  of  the  Indemnified  Party  in  performing  the
obligations of such  Indemnified  Party under this Agreement or the  Indemnified
Party's  breach of its  obligations  under this  Agreement.  The amount  paid or
payable  by a party as a result of any  Losses  shall be deemed to  include  any
attorneys' or other fees or expenses  incurred by such party in connection  with
any  Proceeding  to the extent such party would have been  indemnified  for such
fees  or  expenses  if the  indemnification  provided  for in this  Section  was
available to such party.

                           Non-Exclusivity.   The  indemnity  and   contribution
agreements  contained  in this  Section  are in addition  to any  obligation  or
liability that the Indemnifying Parties may have to the Indemnified Parties.

                  Exclusivity.  During the five year  period  commencing  on the
Post-Closing Date (the "Restriction Period") or until the Debentures are paid in
full which ever comes first,  (A) the Company and its Affiliates shall not issue
or offer (i) any  convertible  security and (ii) any security issued pursuant to
Rule 504 of  Regulation  D  promulgated  under  the  Securities  Act and (B) the
Company  and its  Affiliates  shall not offer any equity  lines of  credit.  The
Company may request that the restrictions in this Section 4.17 be waived. Except
as  specifically  set forth  above,  the Company may engage in any other debt or
equity financing during the Restriction Period.

                  Purchaser's  Ownership of Common Stock. In addition to and not
in lieu of the  limitations  on  conversion  set  forth in the  Debentures,  the
conversion rights of the Purchaser set forth in the Debentures shall be limited,
solely  to the  extent  required,  from  time to time,  such  that,  unless  the
Purchaser  gives  written  notice  75  days in  advance  to the  Company  of the
Purchaser's  intention to exceed the Limitation on Conversion as defined herein,
with  respect  to  all  or  a  specified   amount  of  the  Debentures  and  the
corresponding  number of the  Underlying  Shares in no  instance  the  Purchaser
(singularly,  together  with  any  Persons  who  in  the  determination  of  the
Purchaser,  together with the  Purchaser,  constitute a group as defined in Rule

<PAGE>

13d-5 of the Exchange  Act) be entitled to convert the  Debentures to the extent
such conversion would result in the Purchaser beneficially owning more than five
percent (5%) of the outstanding shares of Common Stock of the Company. For these
purposes,  beneficial  ownership  shall be defined and  calculated in accordance
with Rule 13d-3,  promulgated under the Exchange Act (the foregoing being herein
referred to as the  "Limitation on  Conversion");  provided,  however,  that the
Limitation on Conversion  shall not apply to any forced or automatic  conversion
pursuant to this Agreement or the Debentures;  and provided, further that if the
Purchaser  shall have  declared  an Event of Default  and,  if a cure  period is
provided,  the  Company  shall not have  properly  and fully cured such Event of
Default  within any such cure period,  the provisions of this Section 4.18 shall
be null and void from and after such date. The Company shall,  promptly upon its
receipt  of a  Notice  of  Conversion  tendered  by the  Purchaser  (or its sole
designee) for the Debentures,  as applicable,  notify the Purchaser by telephone
and by  facsimile  (the  "Debenture  Notice")  of the number of shares of Common
Stock outstanding on such date and the number of Underlying Shares,  which would
be issuable to the Purchaser (or its sole  designee,  as the case may be) if the
conversion  requested in such Notice of Conversion were effected in full and the
number  of  shares  of  Common  Stock  outstanding  giving  full  effect to such
conversion  whereupon,  in  accordance  with  the  Debentures,   notwithstanding
anything to the  contrary set forth in the  Debentures,  the  Purchaser  may, by
notice  to the  Company  within  one  (1)  Business  Day of its  receipt  of the
Debenture Notice by facsimile, revoke such conversion to the extent (in whole or
in part) that the Purchaser  determines that such conversion would result in the
ownership  by su the  Purchaser  of  shares  of  Common  Stock in  excess of the
Limitation on  Conversion.  The Debenture  Notice shall begin the 75 day advance
notice required in this Section 4.18.

                  Purchaser's Rights if Trading in Common Stock is Suspended. If
the  Common  Stock  is  listed  on any  exchange,  then at any  time  after  the
Post-Closing  if trading in the shares of the Common Stock is suspended (and not
reinstated  within ten (10) Trading Days) on such stock  exchange or market upon
which the Common Stock is then listed for trading (other than as a result of the
suspension  of trading in  securities  on such  market  generally  or  temporary
suspensions pending the release of material information), or the Common Stock is
delisted from the OTCBB (and not reinstated within ten (10) Trading Days), then,
at the  option of the  Purchaser  exercisable  by giving  written  notice to the
Company (the "Redemption Notice"), the Company shall redeem, as applicable,  all
of the Debentures and Underlying  Shares owned by the Purchaser within seven (7)
Business Days at an aggregate purchase price equal to the sum of:

                           the product of (1) the average Per Share Market Value
for the  five  (5)  Trading  Days  immediately  preceding  (a)  the  date of the
Redemption Notice, (b) the date of payment in full of the repurchase price under
this Section 4.19  recalculated as of such payment date, or (c) the day when the
Common  Stock was  suspended,  delisted or deleted  from  trading,  whichever is
greater,  multiplied by (2) the aggregate number of Underlying  Shares then held
and owned by the Purchaser;

                           the  greater of (A) the outstanding  principal amount
and accrued and unpaid interest on the Debentures owned by the Purchaser and (B)
the product of (1) the average Per Share  Market  Value for the five (5) Trading
Days immediately  preceding (a) the date of the Redemption  Notice, (b) the date
of payment in full of the repurchase price under this Section 4.19  recalculated
as of such payment  date,  or (c) the day when the Common  Stock was  suspended,
delisted or deleted from  trading,  whichever is greater,  and (2) the aggregate
number of  Underlying  Shares  issuable upon the  conversion of the  outstanding

<PAGE>

Debentures  then  held  and  owned by the  Purchaser  utilizing  the  conversion
procedures  contained  in  the  Debentures  (without  taking  into  account  the
Limitation on Conversion described in Section 4.18 hereof); and

                           interest  on such  amounts  set forth in (i) and (ii)
above  accruing  from the  seventh  (7th)  Business  Day  after  the date of the
Redemption  Notice until the repurchase price under this Section 4.19 is paid in
full, at the rate of fifteen percent (15%) per annum;

provided, however, if the Note has not been paid in full by the Purchaser to the
Company  (whether or not it is otherwise then due or payable by its terms),  (i)
any  payments  from the Company to the  Purchaser  pursuant to this Section 4.19
will be  offset  by the  principal  amount of the Note then not paid in full and
(ii) "Debentures" shall specifically refer to Debenture A and the Debenture B.

                  No Violation of Applicable Law.  Notwithstanding any provision
of this  Agreement to the contrary,  if the  redemption of the Debentures or the
Underlying  Shares  otherwise  required  under this  Agreement or the Debentures
would be prohibited by the relevant  provisions of Delaware law, such redemption
shall be effected as soon as it is permitted under such law; provided,  however,
that interest  payable by the Company with respect to any such redemption  shall
accrue in accordance with Section 4.19.

                  Redemption Restrictions. Notwithstanding any provision of this
Agreement to the contrary, if any redemption of the Debentures or the Underlying
Shares  otherwise  required  under this  Agreement  or the  Debentures  would be
prohibited  in the absence of consent from any lender to the Company,  or by the
holders of any class of  securities  of the Company,  the Company  shall use its
best  efforts to obtain such consent as promptly as  practicable  after any such
redemption is required. Interest payable by the Company with respect to any such
redemption  shall accrue in  accordance  with Section 4.19 until such consent is
obtained.  Nothing contained in this Section 4.21 shall be construed as a waiver
by the  Purchaser  of any  rights  it may have by  virtue  of any  breach of any
representation  or  warranty  of the  Company  herein as to the  absence  of any
requirement to obtain any such consent.

                  No Other Registration Rights.  During the period commencing on
the date hereof and ending on the Post-Closing  Date, the Company shall not file
any  registration  statement  that  provides for the  registration  of shares of
Common  Stock to be sold by  security  holders  of the  Company,  other than the
Purchaser and/or its respective Affiliates or assigns, without the prior written
consent of the Purchaser or its assigns, provided,  however, that the limitation
on the right to file  registration  statements  contained  in this  Section 4.22
shall not  apply to  registration  statements  relating  solely to (i)  employee
benefit  plans,  notwithstanding  the  inclusion  of  a  resale  prospectus  for
securities  received  under any such  employee  benefit  plan,  or (ii) business
combinations  not  otherwise  prohibited  by the terms of this  Agreement or the
other Transaction Documents. This registration restriction is in addition to the
Company's registration restrictions set forth in Section 4.24.

                  Merger or  Consolidation.  Until the  earlier  of (a) the full
conversion of the  Debentures  and (b) the Maturity Date of the  Debentures  (as
that term is defined  in the  Debentures),  the  Company  will not,  in a single
transaction  or a series of related  transactions  (other than the Merger),  (i)

<PAGE>

consolidate  with or merge  with or into any other  Person,  or (ii)  permit any
other  Person to  consolidate  with or merge into it,  unless (w) either (A) the
Company  shall  be the  survivor  of such  merger  or  consolidation  or (B) the
surviving  Person shall expressly  assume by  supplemental  agreement all of the
obligations  of the Company under the  Debentures,  this Agreement and the other
Transaction  Documents;  (x)  immediately  before and  immediately  after giving
effect to such transactions  (including any indebtedness incurred or anticipated
to be incurred in connection with the  transactions),  no Event of Default shall
have occurred and be continuing; (y) if the Company is not the surviving entity,
such  surviving  entity's  common  shares  will be listed on either The New York
Stock  Exchange,  American  Stock  Exchange,  Nasdaq  National  Market or Nasdaq
SmallCap Market, or the OTCBB on or prior to the closing of such  transaction(s)
and  (z)  the  Company  shall  have  delivered  to the  Purchaser  an  officer's
certificate and opinion of counsel, each stating that such consolidation, merger
(other than the  Merger) or  transfer  complies  with this  Agreement,  that the
agreements  relating to such  transaction(s)  provide that the surviving  Person
agrees to be bound by this Agreement and that all  conditions  precedent in this
Agreement relating to such transaction(s) have been satisfied.

                  Registration  of Escrow  Shares.  (a) So long as the Purchaser
and/or its assigns owns any of the Securities  and the  Underlying  Shares would
not be freely transferable without registration,  the Company agrees not to file
a  registration  statement  with the SEC  without  Purchaser's  express  written
consent,  other than on Form 10,  Form S-4 (except  for a public  reoffering  or
resale)  or  Form  S-8  without  first  having   registered   (or   simultaneous
registering) the Registrable  Securities for resale under the Securities Act and
in such states of the United  States as the  holders  thereof  shall  reasonably
request.

         (b) If the Company shall propose to file with the SEC any  registration
statement  other than a Form 10,  Form S-4 (except  for a public  reoffering  or
resale)  or Form S-8 which  would  cause,  or have the  effect of  causing,  the
Company to become a Reporting Issuer or to take any other action, other than the
sale of the Debentures to the Purchaser hereunder,  the effect of which would be
to cause the  Underlying  Shares to be  restricted  securities  (as such term is
defined in Rule 144 promulgated under the Securities Act), the Company agrees to
give written  notification of such to the holders of the Securities at least two
weeks  prior to such  filing  or taking of the  proposed  action.  If any of the
Securities  are  then  outstanding,  the  Company  agrees  to  include  in  such
registration statement the Registrable Securities.

         If  the  registration  of  which  the  Company  gives  notice  is for a
registered public offering involving an underwriting, the Company will so advise
the holders of the Securities. In such event, these registration rights shall be
conditioned  upon  such  holder's  participation  in such  underwriting  and the
inclusion of such holder's  Registrable  Securities in the  underwriting  to the
extent provided herein.  All holders  proposing to distribute their  Registrable
Securities through such underwriting shall enter into an underwriting  agreement
in customary  form with the  underwriter  selected by the Company.  In the event
that the lead or managing underwriter in its good faith judgment determines that
material  adverse market factors require a limitation on the number of shares to
be underwritten, the underwriter may limit the number of Registrable Securities.
In such event, the Company shall so advise all holders of securities  requesting
registration,  and the number of shares of the  Registrable  Securities that are
entitled to be included in the registration and underwriting  shall be allocated
pro rata among all holders and other  participants,  including  the Company,  in

<PAGE>

proportion,  as nearly as practicable,  to the respective amounts of Registrable
Securities and other  securities which they had requested to be included in such
registration statement at the time of filing the registration  statement. If any
holder  disapproves  of the  terms of any  such  underwriting,  he may  elect to
withdraw  therefrom  by  written  notice  to the  Company  and the  underwriter,
provided such notice is delivered  within sixty (60) days of full  disclosure of
such terms to such holder, without thereby affecting the right of such holder to
participate in subsequent offerings hereunder.

         (c) Notwithstanding the foregoing,  if the Company for any reason shall
have taken any action,  other than the sale of the  Debentures  to the Purchaser
hereunder,  the effect of which would be to cause the Registrable  Securities to
be restricted  securities (as such term is defined in Rule 144 promulgated under
the  Securities  Act),  the  Company  agrees to use its best  efforts  to file a
registration  statement  with  the SEC and use its  best  efforts  to have  such
registration  statement  declared  effective  by the SEC which would  permit the
public resale of the Registrable Securities under the Securities Act and in such
states of the United States as the holders thereof shall reasonably request.

         (d) The Company agrees to keep any  registration  required  pursuant to
this Section 4.24 continuously  effective under the Securities Act and with such
states of the United States as the holders of the Registrable  Securities  shall
reasonably  request  until  the  earlier  of (i) the  date on  which  all of the
Registrable Securities covered by any such registration have been sold, (ii) two
(2) years from the effective date of any such registration, or (iii) the date on
which all of the Registrable Securities may be sold without restriction pursuant
to  Rule  144  of the  Securities  Act.  All  costs  and  expenses  of any  such
registration   and  related   Blue  Sky  filings  and   maintaining   continuous
effectiveness  of such  registration  and filings shall be borne by the Company,
other than underwriters and brokers, fees and commissions.

         (e) The Escrow  Shares  shall be  registered  by the Company  under the
Securities Act if required by Section 4.29 and subject to the conditions  stated
therein.

         (f) Each  holder of  Registrable  Securities  agrees to  cooperate  and
assist the Company in preparing and filing any registration  statement  required
to be filed pursuant to this Agreement, including, without limitation, providing
the Company with such information  about the holder and answering such questions
as  deemed  reasonably  necessary  by the  Company  in  order to  complete  such
registration statement.  Until such time as the Company is no longer required to
keep the registration statement effective, each holder of Registrable Securities
agrees to  immediately  notify  the  Company  of any  change to the  information
provided to the Company in connection with the preparation or maintenance of the
registration  statement,  and each such holder agrees to certify to the accuracy
and  completeness  of  all  information  provided  by it to the  Company  or its
representatives in connection with such registration statement.

1.25 Liquidated Damages. The Company understands and agrees that a breach by the
Company of Section 4.1, Section 4.24,  Section 4.29, Section 4.30 or an Event of
Default as contained in this  Agreement  and/or any other  Transaction  Document
will result in substantial  economic loss to the  Purchaser,  which loss will be
extremely difficult to calculate with precision.  Therefore,  if, for any reason
the Company breaches Sections 4.1, Section 4.24,  Section 4.29,  Section 4.30 or
fails to cure any Event of  Default  under  Section  5.1,  as  compensation  and
liquidated damages for such breach or default, and not as a penalty, the Company
agrees to pay the  Purchaser an amount  equal to three times the Purchase  Price
and the Purchaser,  upon receipt of such payment,  shall return any  unconverted
Debentures to the Company.  The Company  shall,  upon demand,  pay the Purchaser

<PAGE>

such  liquidated  damages by wire transfer of immediately  available funds to an
account designated by the Purchaser. Nothing herein shall limit the right of the
Purchaser to pursue actual  damages (less the amount of any  liquidated  damages
received  pursuant to the  foregoing)  for the Company's  breach of Section 4.1,
Section 4.24,  Section 4.29, Section 4.30 or failure to cure an Event of Default
under Section 5.1, consistent with the terms of this Agreement.  NOTWITHSTANDING
ANYTHING TO THE CONTRARY  CONTAINED IN THIS  AGREEMENT OR THE OTHER  TRANSACTION
DOCUMENTS,  THE  COMPANY'S  OBLIGATIONS  UNDER THIS  SECTION  SHALL  SURVIVE ANY
TERMINATION OF THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS.

         Short  Sales.  The  Purchaser  agrees it will not enter  into any Short
Sales (as  hereinafter  defined) until the earlier to occur of the date that the
Purchaser  no longer owns the  Debentures  and the  Maturity  Date.  For purpose
hereof,  a "Short Sale" shall mean a sale of Common Stock by the Purchaser  that
is marked as a short sale and that is made at a time when there is no equivalent
offsetting long position in the Common Stock by the Purchaser.  For the purposes
of determining  whether there is an equivalent  offsetting  long position in the
Common  Stock  held by the  Purchaser,  shares of  Common  Stock  issuable  upon
conversion  of the  Debentures  shall be deemed to be held long by the Purchaser
with  respect  to the  Underlying  Shares  for which a Notice of  Conversion  is
delivered  within two (2) Trading Days following the Trading Day that such Short
Sale is entered into.

         Fees.  The  Company  will  pay  the  following  fees  and  expenses  in
connection with the transactions  contemplated hereby: (a) to G&P (i) legal fees
for  document  production  in the  amount  of  $25,000  and (ii) all  reasonable
out-of-pocket expenses incurred in connection with such document production, (b)
to the Escrow Agent, $5,000 for the escrow agent fee, (c) to Jehu Hand (i) legal
fees in the  amount of $5,000  and (ii) all  reasonable  out-of-pocket  expenses
incurred and (d) a commitment fee in an amount equal to ten percent (10%) of the
Purchase  Price to the Purchaser (the "Advisory  Fee").  Unless paid prior,  all
fees and expenses will be paid at Post-Closing and the Company and the Purchaser
hereby  authorize  and direct the Escrow  Agent to deduct such fees and expenses
directly from escrow prior to distributing any funds to the Company. Except with
respect  to the fees set forth in part (b) of this  Section  4.27 and  except as
otherwise set forth in the Retainer  Agreement,  all fees and expenses  shall be
paid regardless of whether the  transactions  contemplated  hereby are closed or
otherwise  completed.  All fees to be paid hereunder shall have no offsets,  are
non-refundable and non-cancelable.

         Debenture B and Note. Notwithstanding anything contained herein, in the
Debentures,  or in the Note to the  contrary,  the  Debenture B shall not accrue
interest, shall not be convertible, and shall not be subject to repayment by the
Company at its maturity, and the Note shall not be due and payable and shall not
be deemed part of the  "Purchase  Price" for  purposes of Section  4.25  hereof,
unless and until:

                  upon  the  effectiveness  of the  increase  in the  authorized
common stock of BIBO from  300,000,000 to  2,000,000,000  enumerated on Schedule
14C pursuant to Section 14c-2(b) of the Exchange Act;

<PAGE>

                  upon  execution  of a  security  agreement  acceptable  to the
Purchaser  and  Cornell  Capital  Partners,   LP  ("Cornell"),   in  their  sole
discretion,  pledging the common stock of Veridium  Corporation to the Purchaser
and Cornell; and

                  (ii) the number of Escrow Shares for the  aggregate  principal
amount of the Debentures then  outstanding,  Debenture B is at least 150% of the
number of shares of common  stock of BIBO that would be needed to  satisfy  full
conversion of all such unconverted Debentures,

                  provided,  however,  that if  subparagraphs  (i) and  (ii) are
                  satisfied and  subparagraph  (iii) is not, BIBO shall increase
                  in accordance  with Section 4.14,  the number of Escrow Shares
                  to cover 150% of the number of shares of common  stock of BIBO
                  that would be needed to satisfy full conversion of all of such
                  Debenture;   provided,   further,  that,  notwithstanding  the
                  foregoing,  the Debenture B shall not accrue  interest,  shall
                  not be  convertible,  and shall not be subject to repayment by
                  the Company at its maturity,  and the Note shall not be deemed
                  part of the  "Purchase  Price" for  purposes  of Section  4.25
                  hereof,  unless  and  until  the  Note  is paid in full by the
                  Purchaser or its  successors and assigns;  provided,  further,
                  that  seventy  five  (75)  days  after  the  date  hereof  all
                  references  to "150%" in this  Section  4.28  shall be "500%";
                  provided,  further,  that if a reverse  stock split or forward
                  stock  split of the  common  stock of BIBO  occurs,  "150%" or
                  "500%",  as the case may be,  in this  Section  4.28  shall be
                  "2,000%".

                  Changes to Federal and State  Securities  Laws.  If any of the
Securities require  registration with or approval of any governmental  authority
under any federal  (including  but not limited to the  Securities Act or similar
federal  statute  then in  force)  or state  law,  or  listing  on any  national
securities  exchange,  before  they may be resold  or  transferred  without  any
restrictions on their resale or transfer for reasons including,  but not limited
to, a  material  change  in Rule  504 of  Regulation  D  promulgated  under  the
Securities  Act or a  change  to the  exemption  for  sales  made to  Accredited
Investors in the state in which the Purchaser resides,  the Company will, at its
expense, (a) as expeditiously as possible cause the Registrable Securities to be
duly  registered  or  approved  or listed on the  relevant  national  securities
exchange,  as the  case may be,  and (b) keep  such  registration,  approval  or
listing, as the case may be, continuously effective until the earlier of (i) the
date on which all of the  Registrable  Securities  have been sold,  (ii) two (2)
years from the  effective  date of any such  registration,  or (iii) the date on
which all of the Securities may be sold without restriction pursuant to Rule 144
of the Securities Act; subject to the terms and limitations set forth in section
4.24. The  Registrable  Securities  shall be registered by the Company under the
Securities Act if required by Section 4.24 and subject to the conditions  stated
therein.

         4.30 Merger Agreement.  Immediately upon the Effective Date, all of the
transactions  contemplated  by the  Merger  Agreement  shall be  consummated  in
accordance with the terms thereof.

         4.31  Future  Financing.  If,  at any  time any of the  Debentures  are
outstanding,  the  Company,  or its  successors  in  interest  due  to  mergers,
consolidations and/or acquisitions (the "Successors-in-Interest"),  is funded an
amount equal to or exceeding Five Million  United States  Dollars  ($5,000,000),

<PAGE>

the Company or the Successors-in-Interest, as the case may be, agrees to pay the
Purchaser  an  amount  equal to One  Hundred  Fifty  Percent  (150%) of the then
outstanding Debentures (the "Lump Sum Payment"). Upon the Purchaser's receipt of
the Lump Sum Payment, any and all remaining obligations then outstanding between
the Company or the Successors-in-Interest, as the case may be, and the Purchaser
in connection  with this Agreement and the Debentures  shall be deem  satisfied,
and the Agreement and the Debentures  shall be terminated.  This provision shall
survive both Closing and Post-Closing.

         4.32 Applicability of Agreements after  Post-Closing.  At the Effective
Date or upon the consummation of any other merger or other transaction  pursuant
to which the Company's  obligations  under the Debentures are assumed by another
party (whether or not such  assumption is joint and several),  the Company shall
be released  from,  and have no further  obligation  pursuant  to  Sections  4.1
through 4.6, 4.8, 4.10, 4.12, 4.14, 4.16 through 4.27, 4.29 and 4.31 hereof, and
any reference to the Company in such  sections  shall instead be deemed to refer
solely to the party that assumes the Debentures.

         4.33  Company's  Right of  Redemption.  In addition to any right of the
Company to redeem any unconverted  amount of the  Debentures,  the Company shall
have any redemption right set forth in the Debentures.  Notwithstanding anything
contained  herein or in the  Debentures to the contrary,  the Company shall only
have the right to  redeem,  in whole,  the  aggregate  principal  balance of the
outstanding  Debentures.  The Company shall  specifically  not have the right to
redeem  a  portion  of  the  aggregate  principal  balance  of  the  outstanding
Debentures.

         4.34 Stock  Split.  BIBO  shall not  perform a reverse  stock  split or
forward  stock split (the "Stock  Split")  unless and until the number of Escrow
Shares for the outstanding  Debentures is equal to or greater than 2,000% of the
Full Conversion Shares immediately following the Stock Split.


                                   TERMINATION

                  Termination  by the Company or the  Purchaser.  This Agreement
shall be  terminated  as follows  upon the  occurrence  of any of the  following
events (each an "Event of Default"):

                           Automatically terminated prior to Post-Closing if:

                                    there shall be in effect any statute,  rule,
         law  or  regulation,  including  an  amendment  to  Regulation  D or an
         interpretive  release promulgated or issued thereunder,  that prohibits
         the  consummation  of the  Post-Closing  or if the  consummation of the
         Post-Closing  would violate any non-appealable  final judgment,  order,
         decree, ruling or injunction of any court of or governmental  authority
         having competent jurisdiction;

<PAGE>

                                    the Post-Closing  shall not have occurred by
         the Post-Closing Date through no fault of the Company;

                                    the common  stock of BIBO is not  registered
         under Section 12 of the Exchange Act;

                                    BIBO  is  not   current  in  its   reporting
         obligations under Section 13 or 15(d) of the Exchange Act;

                                    an event  occurs  prior to the  Post-Closing
         requiring  BIBO to  report  such  event  to the SEC on Form 8-K and not
         otherwise  set forth in Schedule  5.1,  provided,  however,  such event
         shall only include the following  items under Form 8-K: Item 5.01; Item
         2.01, to the extent that any event reported under Item 2./01 involves a
         change in the nature of BIBO's business; Item 1.03; Item 4.01 (provided
         further,  that as to Item 4.01,  only if the event requires  disclosure
         under Item  304(a)(1)(iv) of Regulation S-B or under Item 304(a)(1)(iv)
         of Regulation S-K, as applicable); Item 7.01; or Item 2.02;

                                    the Company causes the  Post-Closing  to not
         occur by the Post-Closing Date;

                                    if BIBO  becomes  listed for  trading on the
         OTCBB,  trading  in the  common  stock  of  BIBO  has  been  suspended,
         delisted,  or otherwise  ceased by the  Commission or the NASD or other
         exchange or the Nasdaq (whether the National Market or otherwise); or

                                    the Company  fails to deliver or cause to be
         delivered  the  Debentures  and Escrow Shares as required by and by the
         date set forth in Section 2.2 hereof.

                           By   Purchaser   giving   written   notice   of  such
termination  to the Company,  if the Company has  breached  any  representation,
warranty,  covenant  or  agreement  contained  in this  Agreement  or the  other
Transaction Documents following receipt by the Company of notice of such breach.

                           By Company giving written notice of such  termination
to the Purchaser, if the Purchaser has materially
breached any representation,  warranty,  covenant or agreement contained in this
Agreement or the other Transaction Documents and such breach is not cured within
five (5)  Business  Days  following  receipt by the  Purchaser of notice of such
breach.

                  Remedies.  Notwithstanding  anything else contained  herein to
the contrary,  if an Event of Default has occurred  pursuant to Section 5.1, the
defaulting party shall be deemed in default hereof and the non-defaulting  party
shall be entitled to pursue all available  rights without  further  notice.  The
defaulting  party shall pay all attorney's  fees and costs incurred in enforcing
this  Agreement and the other  Transaction  Documents.  In addition,  all unpaid
amounts shall accrue interest at a rate of 15% per annum.

<PAGE>

                      LEGAL FEES AND DEFAULT INTEREST RATE

   In the event any party  hereto  commences  legal action to enforce its rights
under this Agreement or any other Transaction Document, the non-prevailing party
shall pay all  reasonable  costs and  expenses  (including  but not  limited  to
reasonable   attorney's   fees,   accountant's   fees,   appraiser's   fees  and
investigative  fees) incurred in enforcing such rights. In the event of an Event
of Default by any party  hereunder,  interest shall accrue on all unpaid amounts
due the aggrieved party at the rate of 15% per annum, compounded annually.


                                  MISCELLANEOUS

                  Fees and Expenses.  Except as set forth in this Agreement each
party shall pay the fees and expenses of its advisers, counsel,  accountants and
other experts, if any, and all other expenses incurred by such party incident to
the  negotiation,  preparation,  execution,  delivery  and  performance  of this
Agreement.  The Company  shall pay the fees of $5,000 to the Escrow Agent as set
forth in Section 4.27 hereto and all stamp and similar  taxes and duties  levied
in connection  with the issuance of the Debentures  (and, upon  conversion,  the
Underlying  Shares) pursuant hereto.  The Purchaser shall be responsible for any
taxes (other than income  taxes)  payable by the  Purchaser  that may arise as a
result of the  investment  hereunder or the  transactions  contemplated  by this
Agreement or any other  Transaction  Document.  Whether or not the  transactions
contemplated hereby and thereby are consummated or this Agreement is terminated.
The Company shall pay (i) all costs,  expenses,  fees and all taxes  incident to
and in connection  with: (A) the  preparation,  printing and distribution of any
registration  statement  required  hereunder and all amendments and  supplements
thereto (including, without limitation,  financial statements and exhibits), and
all  preliminary  and  final  Blue  Sky  memoranda  and  all  other  agreements,
memoranda,   correspondence  and  other  documents  prepared  and  delivered  in
connection  herewith,  (B) the issuance and delivery of the Securities,  (C) the
exemption  from  registration  of the  Securities  for  offer  and  sale  to the
Purchaser under the securities or Blue Sky laws of the applicable  jurisdiction,
(D) furnishing such copies of any registration statement required hereunder, the
preliminary and final  prospectuses and all amendments and supplements  thereto,
as may  reasonably  be  requested  for use in  connection  with  resales  of the
Securities,   and  (E)  the  preparation  of  certificates  for  the  Securities
(including,  without limitation,  printing and engraving thereof), (ii) all fees
and  expenses of counsel and  accountants  of the Company and (iii) all expenses
and fees of listing on securities exchanges, if any.

                  Entire Agreement;  Amendments.  This Agreement,  together with
all of the Exhibits and  Schedules  annexed  hereto,  and any other  Transaction
Document  contain the entire  understanding  of the parties  with respect to the
subject  matter hereof and supersede all prior  agreements  and  understandings,
oral or written, with respect to such matters. This Agreement shall be deemed to
have been drafted and negotiated by both parties hereto and no  presumptions  as
to  interpretation,  construction or enforceability  shall be made by or against
either party in such regard.

<PAGE>

                  Notices.  Any  notice,   request,   demand,  waiver,  consent,
approval,  or other  communication which is required or permitted to be given to
any party  hereunder  shall be in writing  and shall be deemed to have been duly
given  only if  delivered  to the  party  personally  or sent  to the  party  by
facsimile  upon  electronic  confirmation  and receipt  (promptly  followed by a
hard-copy  delivered  in  accordance  with this Section 7.3) or three days after
being mailed by registered or certified mail (return  receipt  requested),  with
postage and registration or if sent by nationally  recognized overnight courier,
one day after being mailed certification fees thereon prepaid,  addressed to the
party at its address set forth below:

                  If to the Company:        Incode Corporation
                                            111 Howard Boulevard
                                            Suite 108
                                            Mount Arlington, New Jersey 07856
                                            Tel: (973) 398-8183
                                            Fax:  (973) 398-8037

                  If to the Purchaser:      See SCHEDULE 1 attached hereto

                  With copies to:           Gottbetter & Partners, LLP
                                            488 Madison Avenue
                                            New York, NY 10022
                                            Attn:  Adam S. Gottbetter, Esq.
                                            Tel:  (212) 400-6900
                                            Fax:  (212) 400-6901

                  If to Escrow Agent:       Gottbetter & Partners, LLP
                                            488 Madison Avenue
                                            New York, NY 10022
                                            Attn:  Adam S. Gottbetter, Esq.
                                            Tel:  (212) 400-6900
                                            Fax:  (212) 400-6901

or such other address as may be designated hereafter by notice given pursuant to
the terms of this Section 7.3.

                  Amendments;  Waivers.  No provision of this  Agreement  may be
waived  or  amended  except in a written  instrument  signed,  in the case of an
amendment,  by both the Company and the Purchaser,  or, in the case of a waiver,
by the party against whom enforcement of any such waiver is sought. No waiver of
any default with respect to any  provision,  condition  or  requirement  of this
Agreement shall be deemed to be a continuing waiver in the future or a waiver of
any other  provision,  condition or requirement  hereof,  nor shall any delay or
omission of either  party to exercise any right  hereunder in any manner  impair
the exercise of any such right accruing to it thereafter.

                  Headings. The headings herein are for convenience only, do not
constitute a part of this  Agreement  and shall not be deemed to limit or affect
any of the provisions hereof.

<PAGE>

                  Successors and Assigns.  This Agreement  shall be binding upon
and inure to the  benefit of the  parties and their  respective  successors  and
permitted  assigns.  This  Agreement  and  any  of  the  rights,   interests  or
obligations hereunder may be assigned by the Purchaser to an accredited investor
without the consent of the Company as long as such  assignee  agrees to be bound
by  this  Agreement.  This  Agreement  and  any  of  the  rights,  interests  or
obligations  hereunder  may not be  assigned  by the  Company  without the prior
written  consent of the Purchaser.  It is agreed that the Company may assign all
of the rights,  interests  and  obligations  hereunder  to BIBO  pursuant to the
Merger Agreement.

                  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.

                  Governing Law; Venue;  Service of Process.  The parties hereto
acknowledge  that  the  transactions  contemplated  by  this  Agreement  and the
exhibits hereto bear a reasonable relation to the State of New York. The parties
hereto agree that the  internal  laws of the State of New York shall govern this
Agreement  and the exhibits  hereto,  including,  but not limited to, all issues
related to usury.  Any action to enforce the terms of this  Agreement  or any of
its exhibits  shall be brought  exclusively  in the state and/or  federal courts
situated  in the County and State of New York.  Service of process in any action
by the Purchaser to enforce the terms of this Agreement may be made by serving a
copy of the summons and complaint,  in addition to any other relevant documents,
by  commercial  overnight  courier to the Company at its  principal  address set
forth in this Agreement.

                  Survival.   The   agreements  and  covenants  of  the  parties
contained in Article IV and this Article VII shall survive the  Post-Closing (or
any earlier termination of this Agreement).

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

                  Publicity.  The Company and the  Purchaser  shall consult with
each other in issuing any press releases or otherwise  making public  statements
with respect to the  transactions  contemplated  hereby and neither  party shall
issue any such press release or otherwise make any such public statement without
the prior written consent of the other,  which consent shall not be unreasonably
withheld or delayed,  unless counsel for the disclosing  party deems such public
statement to be required by applicable  federal  and/or state  securities  laws.
Except as otherwise  required by applicable law or regulation,  the Company will
not disclose to any third party the names of the Purchaser.

                  Severability.  In case  any one or more of the  provisions  of
this Agreement shall be invalid or  unenforceable  in any respect,  the validity
and enforceability of the remaining terms and provisions of this Agreement shall
not in any way be affected or impaired  thereby and the parties  will attempt to

<PAGE>

agree  upon a valid  and  enforceable  provision  which  shall  be a  reasonable
substitute  therefore,  and upon so agreeing,  shall incorporate such substitute
provision in this Agreement.

                  Limitation of Remedies.  With respect to claims by the Company
or the Purchaser or any person acting by or through the Company or the Purchaser
for remedies at law or at equity  relating to or arising out of a breach of this
Agreement,  liability,  if any, shall,  in no event,  include loss of profits or
incidental,  indirect, exemplary,  punitive, special or consequential damages of
any kind.

         7.14  Omnibus  Provision.  Anything  contained  herein  or in the other
Transaction Documents notwithstanding,  in the event that the Common Stock shall
become  listed on the  American  Stock  Exchange and  subsequently  ceases to be
listed for trading on the American Stock Exchange, then any reference thereto in
this  Agreement  or the  other  Transaction  Documents  shall be  deemed to be a
reference to (a) the principal national  securities exchange on which the Common
Stock is then listed or admitted to trading,  or (b) if the Common  Stock is not
then listed or admitted to trading on any national securities exchange,  Nasdaq,
or (c) if the Common  Stock is not then listed or admitted to trading on Nasdaq,
OTCBB,  or (d) if the Common  Stock is not then listed or admitted to trading on
OTCBB,  then the  over-the-counter  market  reported by the  Pinksheets  LLC (or
similar organization or agency succeeding to its functions of reporting prices).


                            [SIGNATURE PAGE FOLLOWS]

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first indicated above.

                                     Company:

                                     Incode Corporation


                                     By:
                                         -------------------------
                                         Name: Jim Granier
                                         Title: President



                                     Purchaser:

                                     HIGHGATE HOUSE, LLC

                                     By: HH Advisors, LLC, its managing member

                                         By: Spencer Investment Group, Inc., its
                                             managing member

                                             By:
                                                --------------------------------
                                             Name:
                                             Title: President