Exhibit 10.1

                              INVESTMENT AGREEMENT

INVESTMENT  AGREEMENT  (this  "AGREEMENT"),  dated  as of July  29,  2008 by and
between Domark  International,  Inc., a Nevada corporation (the "Company"),  and
Dutchess  Private  Equities Fund,  Ltd., a Cayman Islands  exempted company (the
"Investor").

WHEREAS,  the parties desire that,  upon the terms and subject to the conditions
contained  herein,  the  Investor  shall  invest  up to  Fifty  Million  dollars
($50,000,000) to purchase the Company's Common Stock,  $.001 par value per share
(the "Common Stock");

WHEREAS,  such  investments  will be made in  reliance  upon the  provisions  of
Section 4(2) under the Securities Act of 1933, as amended (the "1933 Act"), Rule
506 of  Regulation  D, and the rules  and  regulations  promulgated  thereunder,
and/or upon such other exemption from the registration  requirements of the 1933
Act as may be available with respect to any or all of the  investments in Common
Stock to be made hereunder; and

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

NOW  THEREFORE,  in  consideration  of the  foregoing  recitals,  which shall be
considered an integral part of this Agreement,  the covenants and agreements set
forth  hereafter,  and other good and  valuable  consideration,  the receipt and
sufficiency of which is hereby acknowledged, the Company and the Investor hereby
agree as follows:

SECTION 1. DEFINITIONS.

         As used in this Agreement, the following terms shall have the following
meanings  specified  or  indicated  below,  and such  meanings  shall be equally
applicable to the singular and plural forms of such defined terms.

     "1933  Act"  shall  have the  meaning  set  forth in the  preamble  of this
agreement.

     "1934 Act" shall mean the  Securities  Exchange  Act of 1934,  as it may be
amended.

     "Affiliate" shall have the meaning specified in Section 5(H), below.

     "Agreement" shall mean this Investment Agreement.

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     "Best  Bid"  shall mean the  highest  posted bid price of the Common  Stock
during a given period of time.

     "By-laws" shall have the meaning specified in Section 4(C).

     "Certificate of Incorporation"  shall have the meaning specified in Section
4(C).

     "Closing" shall have the meaning specified in Section 2(G).

     "Closing Date" shall mean no more than seven (7) Trading Days following the
Put Notice Date.

     "Common  Stock"  shall have the meaning  set forth in the  preamble of this
Agreement.

     "Control" or "Controls" shall have the meaning specified in Section 5(H).

     "Effective  Date" shall mean the date the SEC declares  effective under the
1933 Act the Registration Statement covering the Securities.

     "Environmental Laws" shall have the meaning specified in Section 4(M).

     "Equity  Line  Transaction  Documents"  shall  mean  this  Agreement,   the
Registration Rights Agreement.

     "Execution  Date"  shall mean the date  indicated  in the  preamble to this
Agreement.

     "Indemnities" shall have the meaning specified in Section 11.

     "Indemnified Liabilities" shall have the meaning specified in Section 11.

     "Ineffective  Period"  shall mean any period of time that the  Registration
Statement  or  any  Supplemental  Registration  Statement  (as  defined  in  the
Registration  Rights  Agreement  between the  parties)  becomes  ineffective  or
unavailable for use for the sale or resale, as applicable,  of any or all of the
Registrable Securities (as defined in the Registration Rights Agreement) for any
reason (or in the event the prospectus  under either of the above is not current
and deliverable)  during any time period required under the Registration  Rights
Agreement.

     "Investor"  shall  have  the  meaning  indicated  in the  preamble  of this
Agreement.

     "Material Adverse Effect" shall have the meaning specified in Section 4(A).

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     "Maximum Common Stock Issuance" shall have the meaning specified in Section
2(H).

     "Open Market Adjustment Amount" shall have the meaning specified in Section
2(I).

     "Open Market Purchase" shall have the meaning specified in Section 2(I)

     "Open Market Share  Purchase"  shall have the meaning  specified in Section
2(I).

     "Open Period" shall mean the period  beginning on and including the Trading
Day immediately  following the Effective Date and ending on the earlier to occur
of (I) the date which is thirty-six (36) months from the Effective Date; or (II)
termination of the Agreement in accordance with Section 9, below.

     "Pricing Period" shall mean the period beginning on the Put Notice Date and
ending on and  including  the date that is five (5) Trading  Days after such Put
Notice Date.

     "Principal  Market"  shall mean the  American  Stock  Exchange,  Inc.,  the
National  Association  of Securities  Dealers,  Inc.  Over-the-Counter  Bulletin
Board,  the  NASDAQ  National  Market  System  or the  NASDAQ  SmallCap  Market,
whichever is the principal market on which the Common Stock is listed.

     "Prospectus"  shall  mean  the  prospectus,   preliminary   prospectus  and
supplemental prospectus used in connection with the Registration Statement.

     "Purchase Amount" shall mean the total amount being paid by the Investor on
a particular Closing Date to purchase the Securities.

     "Purchase Price" shall mean ninety-three percent (93%) of the lowest Volume
Weighted Average Price (VWAP) of the Common Stock during the Pricing Period.

     "Put" shall have the meaning set forth in Section 2(B)(1) hereof.

     "Put Amount" shall have the meaning set forth in Section 2(B)(1) hereof.

     "Put  Notice"  shall  mean a written  notice  sent to the  Investor  by the
Company  stating the Put Amount in U.S.  dollars the Company  intends to sell to
the  Investor  pursuant  to the terms of the  Agreement  and stating the current
number of Shares issued and outstanding on such date.

     "Put  Notice  Date"  shall  mean  the  Trading  Day,  as set  forth  below,
immediately  following  the day on which the  Investor  receives  a Put  Notice,
however a Put Notice  shall be deemed  delivered  on (A) the  Trading  Day it is

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received by  facsimile  or  otherwise by the Investor if such notice is received
prior to 9:00 am Eastern Time, or (B) the immediately  succeeding Trading Day if
it is received by facsimile or otherwise after 9:00 am Eastern Time on a Trading
Day. No Put Notice may be deemed delivered on a day that is not a Trading Day.

     "Put Restriction"  shall mean the days between the beginning of the Pricing
Period and Closing Date.  During this time, the Company shall not be entitled to
deliver another Put Notice.

     "Put Shares Due" shall have the meaning specified in Section 2(I).

     "Registration  Period"  shall have the meaning  specified in Section  5(C),
below.

     "Registration  Rights  Agreement"  shall have the  meaning set forth in the
recitals, above.

     "Registration  Statement" means the  registration  statement of the Company
filed under the 1933 Act covering the Common Stock issuable hereunder.

     "Related Party" shall have the meaning specified in Section 5(H).

     "Resolution" shall have the meaning specified in Section 8(E).

     "SEC" shall mean the U.S. Securities & Exchange Commission.

     "SEC Documents" shall have the meaning specified in Section 4(F).

     "Securities"  shall mean the shares of Common Stock issued  pursuant to the
terms of the Agreement.

     "Shares" shall mean the shares of the Company's Common Stock.

     "Subsidiaries" shall have the meaning specified in Section 4(A).

     "Trading  Day"  shall  mean any day on which the  Principal  Market for the
Common Stock is open for trading, from the hours of 9:30 am until 4:00 pm.

SECTION 2. PURCHASE AND SALE OF COMMON STOCK.

(A) PURCHASE AND SALE OF COMMON STOCK.  Subject to the terms and  conditions set
forth herein, the Company shall issue and sell to the Investor, and the Investor
shall purchase from the Company, up to that number of Shares having an aggregate
Purchase Price of Fifty Million dollars ($50,000,000).

(B) DELIVERY OF PUT NOTICES.

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(I)  Subject  to the  terms  and  conditions  of  the  Equity  Line  Transaction
Documents, and from time to time during the Open Period, the Company may, in its
sole  discretion,  deliver a Put Notice to the Investor  which states the dollar
amount  (designated  in U.S.  Dollars)  (the "Put  Amount"),  which the  Company
intends to sell to the Investor on a Closing  Date (the  "Put").  The Put Notice
shall be in the form  attached  hereto as Exhibit C and  incorporated  herein by
reference.  The amount that the Company shall be entitled to Put to the Investor
(the "Put Amount") shall be equal to, at the Company's election, either: (A) Two
Hundred  percent  (200%) of the average  daily volume (U.S.  market only) of the
Common Stock for the Ten (10) Trading  Days prior to the  applicable  Put Notice
Date,  multiplied  by the  average  of the three (3) daily  closing  bid  prices
immediately  preceding  the Put Date,  or (B) two and one half  million  dollars
($2,500,000).  During the Open  Period,  the  Company  shall not be  entitled to
submit a Put Notice until after the  previous  Closing has been  completed.  The
Purchase Price for the Common Stock  identified in the Put Notice shall be equal
to ninety-three percent (93%) of the lowest Volume Weighted Average Price (VWAP)
of the Common Stock during the Pricing Period.

(C) INTENTIONALLY OMITTED

(D)  CONDITIONS TO INVESTOR'S  OBLIGATION  TO PURCHASE  SHARES.  Notwithstanding
anything to the contrary in this Agreement, the Company shall not be entitled to
deliver a Put Notice and the  Investor  shall not be  obligated  to purchase any
Shares at a Closing (as defined in Section  2(G))  unless each of the  following
conditions are satisfied:

     (I) a Registration  Statement shall have been declared  effective and shall
remain effective and available for the resale of all the Registrable  Securities
(as defined in the Registration Rights Agreement) at all times until the Closing
with respect to the subject Put Notice;

     (II) at all times  during the period  beginning  on the  related Put Notice
Date and ending on and  including  the related  Closing  Date,  the Common Stock
shall have been listed on the Principal Market and shall not have been suspended
from trading thereon for a period of two (2) consecutive Trading Days during the
Open  Period and the  Company  shall not have been  notified  of any  pending or
threatened  proceeding  or other  action to  suspend  the  trading of the Common
Stock;

     (III) the Company has complied with its obligations and is otherwise not in
breach of or in default under, this Agreement, the Registration Rights Agreement
or any other agreement executed in connection  herewith which has not been cured
prior to delivery of the Investor's Put Notice Date;

     (IV) no  injunction  shall have been issued and remain in force,  or action
commenced by a  governmental  authority  which has not been stayed or abandoned,
prohibiting the purchase or the issuance of the Securities; and

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     (V) the  issuance  of the  Securities  will  not  violate  any  shareholder
approval requirements of the Principal Market.

If any of the events  described in clauses (I) through (V) above occurs during a
Pricing  Period,  then the Investor shall have no obligation to purchase the Put
Amount of Common Stock set forth in the applicable Put Notice.

(E) RESERVED

(F) MECHANICS OF PURCHASE OF SHARES BY INVESTOR.  Subject to the satisfaction of
the  conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase
by the  Investor  of Shares (a  "Closing")  shall  occur on the date which is no
later than seven (7) Trading Days following the applicable Put Notice Date (each
a "Closing Date").  Prior to each Closing Date, (I) the Company shall deliver to
the Investor pursuant to this Agreement, certificates representing the Shares to
be  issued  to the  Investor  on such  date  and  registered  in the name of the
Investor;  and (II) the Investor shall deliver to the Company the Purchase Price
to be paid for such Shares,  determined as set forth in Section 2(B). In lieu of
delivering physical  certificates  representing the Securities and provided that
the Company's  transfer  agent then is  participating  in The  Depository  Trust
Company  ("DTC") Fast  Automated  Securities  Transfer  ("FAST")  program,  upon
request of the  Investor,  the  Company  shall use all  commercially  reasonable
efforts to cause its transfer agent to electronically transmit the Securities by
crediting  the  account of the  Investor's  prime  broker (as  specified  by the
Investor  within a  reasonably  in advance of the  Investor's  notice)  with DTC
through its Deposit Withdrawal Agent Commission ("DWAC") system.

The Company  understands  that a delay in the issuance of Securities  beyond the
Closing  Date  could  result  in  economic  damage  to the  Investor.  After the
Effective  Date,  as  compensation  to the Investor  for such loss,  the Company
agrees to make late  payments to the  Investor for late  issuance of  Securities
(delivery of Securities  after the applicable  Closing Date) in accordance  with
the  following  schedule  (where  "No. of Days Late" is defined as the number of
trading days beyond the Closing Date, with the Amounts being cumulative.):

LATE  PAYMENT  FOR  EACH
    NO. OF DAYS LATE                 $10,000 WORTH OF COMMON  STOCK
    ----------------                 -----------------------  -----
          1                                    $  100
          2                                    $  200
          3                                    $  300
          4                                    $  400
          5                                    $  500
          6                                    $  600
          7                                    $  700
          8                                    $  800
          9                                    $  900
          10                                   $1,000
          Over  10                             $1,000 + $200 for each
                                               Business Day late beyond 10 days

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The Company shall make any payments  incurred  under this Section in immediately
available  funds upon demand by the  Investor.  Nothing  herein  shall limit the
Investor's right to pursue actual damages for the Company's failure to issue and
deliver the  Securities  to the Investor,  except that such late payments  shall
offset any such actual  damages  incurred by the  Investor,  and any Open Market
Adjustment Amount, as set forth below.

(G) OVERALL LIMIT ON COMMON STOCK ISSUABLE.  Notwithstanding  anything contained
herein to the contrary,  if during the Open Period the Company becomes listed on
an exchange  that limits the number of shares of Common Stock that may be issued
without shareholder approval,  then the number of Shares issuable by the Company
and  purchasable by the Investor,  shall not exceed that number of the shares of
Common Stock that may be issuable  without  shareholder  approval  (the "Maximum
Common Stock Issuance").  If such issuance of shares of Common Stock could cause
a delisting on the  Principal  Market,  then the Maximum  Common Stock  Issuance
shall  first be  approved  by the  Company's  shareholders  in  accordance  with
applicable  law  and  the  By-laws  and  Amended  and  Restated  Certificate  of
Incorporation  of the Company,  if such issuance of shares of Common Stock could
cause a delisting on the Principal Market. The parties understand and agree that
the Company's  failure to seek or obtain such  shareholder  approval shall in no
way adversely affect the validity and due authorization of the issuance and sale
of Securities  or the  Investor's  obligation  in accordance  with the terms and
conditions  hereof to  purchase  a number of Shares in the  aggregate  up to the
Maximum Common Stock Issuance  limitation,  and that such approval pertains only
to the applicability of the Maximum Common Stock Issuance limitation provided in
this Section 2(H).

(H) If, by the third  (3rd)  business  day after the Closing  Date,  the Company
fails to deliver any portion of the shares of the Put to the Investor  (the "Put
Shares  Due") and the  Investor  purchases,  in an open  market  transaction  or
otherwise,  shares of Common Stock  necessary  to make  delivery of shares which
would have been  delivered  if the full amount of the shares to be  delivered to
the  Investor by the  Company  (the "Open  Market  Share  Purchase")  , then the
Company  shall pay to the  Investor,  in  addition  to any other  amounts due to
Investor  pursuant  to the  Put,  and  not in  lieu  thereof,  the  Open  Market
Adjustment Amount (as defined below). The "Open Market Adjustment Amount" is the
amount equal to the excess,  if any, of (x) the Investor's  total purchase price
(including  brokerage  commissions,  if any) for the Open Market Share  Purchase
minus (y) the net proceeds (after brokerage commissions, if any) received by the
Investor  from the sale of the Put Shares Due.  The  Company  shall pay the Open
Market Adjustment  Amount to the Investor in immediately  available funds within
five (5) business days of written demand by the Investor. By way of illustration
and not in  limitation of the  foregoing,  if the Investor  purchases  shares of
Common Stock having a total purchase price (including brokerage  commissions) of
$11,000 to cover an Open Market  Purchase with respect to shares of Common Stock
it sold for net proceeds of $10,000,  the Open Market Purchase Adjustment Amount
which the Company will be required to pay to the Investor will be $1,000.

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(I) LIMITATION ON AMOUNT OF OWNERSHIP.  Notwithstanding anything to the contrary
in this  Agreement,  in no event shall the Investor be entitled to purchase that
number of Shares,  which when added to the sum of the number of shares of Common
Stock  beneficially  owned (as such term is defined under Section 13(d) and Rule
13d-3 of the 1934 Act),  by the  Investor,  would  exceed 4.99% of the number of
shares of Common  Stock  outstanding  on the  Closing  Date,  as  determined  in
accordance with Rule 13d-1(j) of the 1934 Act.

SECTION 3. INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS.

The Investor represents and warrants to the Company, and covenants, that:

(A)  SOPHISTICATED  INVESTOR.  The  Investor  has, by reason of its business and
financial experience, such knowledge, sophistication and experience in financial
and business matters and in making investment  decisions of this type that it is
capable  of  (I)  evaluating  the  merits  and  risks  of an  investment  in the
Securities and making an informed investment  decision;  (II) protecting its own
interest;  and  (III)  bearing  the  economic  risk  of such  investment  for an
indefinite period of time.

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

(C) SECTION 9 OF THE 1934 ACT. During the term of this  Agreement,  the Investor
will  comply  with the  provisions  of Section 9 of the 1934 Act,  and the rules
promulgated thereunder, with respect to transactions involving the Common Stock.
The Investor  agrees not to sell the Company's  stock short,  either directly or
indirectly through its affiliates,  principals or advisors, the Company's common
stock during the term of this Agreement.

(D) ACCREDITED  INVESTOR.  Investor is an "Accredited  Investor" as that term is
defined in Rule 501(a) of Regulation D of the 1933 Act.

(E) NO CONFLICTS.  The execution,  delivery and  performance of the  Transaction
Documents  by  the  Investor  and  the  consummation  by  the  Investor  of  the
transactions  contemplated  hereby and thereby will not result in a violation of
Partnership Agreement or other organizational documents of the Investor.

(F) OPPORTUNITY TO DISCUSS.  The Investor has received all materials relating to
the Company's  business,  finance and  operations  which it has  requested.  The

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Investor  has  had an  opportunity  to  discuss  the  business,  management  and
financial affairs of the Company with the Company's management.

(G) INVESTMENT  PURPOSES.  The Investor is purchasing the Securities for its own
account for  investment  purposes and not with a view towards  distribution  and
agrees to resell or otherwise  dispose of the  Securities  solely in  accordance
with the  registration  provisions  of the 1933 Act (or pursuant to an exemption
from such registration provisions).

(H) NO REGISTRATION AS A DEALER. The Investor is not and will not be required to
be  registered  as a  "dealer"  under  the 1934  Act,  either as a result of its
execution and performance of its obligations under this Agreement or otherwise.

(I) GOOD  STANDING.  The  Investor  is a Limited  Partnership,  duly  organized,
validly existing and in good standing in the Cayman Islands.

(J) TAX LIABILITIES.  The Investor understands that it is liable for its own tax
liabilities.

(K) REGULATION M. The Investor will comply with Regulation M under the 1934 Act,
if applicable.

SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

Except as set forth in the  Schedules  attached  hereto,  or as disclosed on the
Company's SEC  Documents,  the Company  represents  and warrants to the Investor
that:

(A) ORGANIZATION AND QUALIFICATION.  The Company is a corporation duly organized
and validly existing in good standing under the laws of the State of Nevada, and
has the requisite corporate power and authorization to own its properties and to
carry on its business as now being conducted. Both the Company and the companies
it owns or controls  ("Subsidiaries")  are duly qualified to do business and are
in good standing in every jurisdiction in which its ownership of property or the
nature of the  business  conducted  by it makes  such  qualification  necessary,
except to the extent that the failure to be so qualified or be in good  standing
would not have a Material Adverse Effect.  As used in this Agreement,  "Material
Adverse Effect" means any material  adverse effect on the business,  properties,
assets, operations,  results of operations,  financial condition or prospects of
the  Company  and  its  Subsidiaries,  if  any,  taken  as a  whole,  or on  the
transactions  contemplated  hereby or by the  agreements  and  instruments to be
entered  into in  connection  herewith,  or on the  authority  or ability of the
Company to perform its obligations  under the Equity Line Transaction  Documents
(as defined in Section 1 and 4(B), below).

(B) AUTHORIZATION; ENFORCEMENT; COMPLIANCE WITH OTHER INSTRUMENTS.

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     (I) The Company has the  requisite  corporate  power and authority to enter
into and perform this Investment Agreement and the Registration Rights Agreement
(collectively,  the  "Equity  Line  Transaction  Documents"),  and to issue  the
Securities in accordance with the terms hereof and thereof.

     (II) The execution and delivery of the Equity Line Transaction Documents by
the Company and the consummation by it of the transactions  contemplated  hereby
and thereby,  including without  limitation the reservation for issuance and the
issuance  of the  Securities  pursuant  to this  Agreement,  have  been duly and
validly authorized by the Company's Board of Directors and no further consent or
authorization  is  required  by the  Company,  its  Board of  Directors,  or its
shareholders.

     (III) The Equity  Line  Transaction  Documents  have been duly and  validly
executed and delivered by the Company.

     (IV) The Equity Line Transaction Documents constitute the valid and binding
obligations of the Company  enforceable  against the Company in accordance  with
their terms,  except as such enforceability may be limited by general principles
of equity or  applicable  bankruptcy,  insolvency,  reorganization,  moratorium,
liquidation or similar laws relating to, or affecting generally, the enforcement
of creditors' rights and remedies.

(C)  CAPITALIZATION.  As of the date hereof, the authorized capital stock of the
Company  consists  of  20,000,000  shares of Common  Stock,  $.001 par value per
share,  of  which  as of the date  hereof,  18,750,000  shares  are  issued  and
outstanding;  0 shares of Preferred  Stock  authorized,  none issued,  par value
$.001;  as of July 29, 2008,  and no shares  reserved  for issuance  pursuant to
options,  warrants and other  convertible  securities.  All of such  outstanding
shares have been, or upon issuance  will be,  validly  issued and are fully paid
and non-assessable.

Except as disclosed in the Company's publicly available filings with the SEC:

(I) no shares of the Company's capital stock are subject to preemptive rights or
any other similar rights or any liens or  encumbrances  suffered or permitted by
the Company;  (II) there are no outstanding debt securities;  (III) there are no
outstanding  shares  of  capital  stock,  options,  warrants,  scrip,  rights to
subscribe to, calls or commitments of any character  whatsoever  relating to, or
securities  or rights  convertible  into,  any  shares of  capital  stock of the
Company or any of its Subsidiaries, or contracts, commitments, understandings or
arrangements  by which the Company or any of its  Subsidiaries  is or may become
bound to issue  additional  shares of capital stock of the Company or any of its
Subsidiaries  or options,  warrants,  scrip,  rights to  subscribe  to, calls or
commitments  of any  character  whatsoever  relating to, or securities or rights
convertible  into,  any  shares of  capital  stock of the  Company or any of its
Subsidiaries;  (IV) there are no  agreements  or  arrangements  under  which the
Company or any of its  Subsidiaries  is obligated to register the sale of any of

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their securities under the 1933 Act (except the Registration  Rights Agreement);
(V)  there  are  no  outstanding  securities  of  the  Company  or  any  of  its
Subsidiaries which contain any redemption or similar  provisions,  and there are
no contracts,  commitments,  understandings or arrangements by which the Company
or any of its  Subsidiaries  is or may become  bound to redeem a security of the
Company or any of its Subsidiaries;  (VI) there are no securities or instruments
containing  anti-dilution  or similar  provisions  that will be triggered by the
issuance of the  Securities  as described in this  Agreement;  (VII) the Company
does not  have  any  stock  appreciation  rights  or  "phantom  stock"  plans or
agreements or any similar plan or  agreement;  and (VIII) there is no dispute as
to the classification of any shares of the Company's capital stock.

     The Company has furnished to the  Investor,  or the Investor has had access
through EDGAR to, true and correct copies of the Company's  Amended and Restated
Certificate of Incorporation,  as in effect on the date hereof (the "Certificate
of  Incorporation"),  and the Company's By-laws, as in effect on the date hereof
(the "By-laws"), and the terms of all securities convertible into or exercisable
for  Common  Stock and the  material  rights of the  holders  thereof in respect
thereto.

(D) ISSUANCE OF SHARES.  The Company has reserved 15 million Shares for issuance
pursuant to this  Agreement,  which have been duly authorized and reserved those
Shares for issuance  (subject to adjustment  pursuant to the Company's  covenant
set forth in Section 5(F) below)  pursuant to this  Agreement.  Upon issuance in
accordance  with this Agreement,  the Securities  will be validly issued,  fully
paid for and  non-assessable  and free from all taxes,  liens and  charges  with
respect  to the issue  thereof.  In the  event the  Company  cannot  register  a
sufficient number of Shares for issuance pursuant to this Agreement, the Company
will use its best  efforts to  authorize  and reserve for issuance the number of
Shares required for the Company to perform its obligations  hereunder as soon as
reasonably practicable.

(E) NO CONFLICTS.  The  execution,  delivery and  performance of the Equity Line
Transaction  Documents by the Company and the consummation by the Company of the
transactions  contemplated hereby and thereby will not (I) result in a violation
of  the  Certificate  of   Incorporation,   any  Certificate  of   Designations,
Preferences  and  Rights of any  outstanding  series of  preferred  stock of the
Company or the By-laws;  or (II) conflict with, or constitute a material default
(or an event which with notice or lapse of time or both would  become a material
default)  under,  or  give to  others  any  rights  of  termination,  amendment,
acceleration or cancellation  of, any material  agreement,  contract,  indenture
mortgage,  indebtedness  or  instrument  to  which  the  Company  or  any of its
Subsidiaries is a party, or to the Company's  knowledge result in a violation of
any law, rule,  regulation,  order,  judgment or decree (including United States
federal and state  securities laws and regulations and the rules and regulations
of the Principal  Market or principal  securities  exchange or trading market on

                                       11
<PAGE>
which the Common Stock is traded or listed)  applicable to the Company or any of
its  Subsidiaries or by which any property or asset of the Company or any of its
Subsidiaries is bound or affected. Except as disclosed in Schedule 4(e), neither
the Company nor its  Subsidiaries  is in violation of any term of, or in default
under,  the  Certificate of  Incorporation,  any  Certificate  of  Designations,
Preferences  and  Rights of any  outstanding  series of  preferred  stock of the
Company or the By-laws or their organizational charter or by-laws, respectively,
or any  contract,  agreement,  mortgage,  indebtedness,  indenture,  instrument,
judgment,  decree or order or any statute,  rule or regulation applicable to the
Company  or  its  Subsidiaries,   except  for  possible   conflicts,   defaults,
terminations, amendments, accelerations, cancellations and violations that would
not  individually  or in the  aggregate  have or  constitute a Material  Adverse
Effect. The business of the Company and its Subsidiaries is not being conducted,
and shall not be conducted, in violation of any law, statute,  ordinance,  rule,
order or  regulation  of any  governmental  authority or agency,  regulatory  or
self-regulatory  agency, or court,  except for possible violations the sanctions
for which  either  individually  or in the  aggregate  would not have a Material
Adverse  Effect.  Except as  specifically  contemplated by this Agreement and as
required  under  the  1933  Act or any  securities  laws of any  states,  to the
Company's  knowledge,  the  Company  is not  required  to  obtain  any  consent,
authorization,  permit or order of, or make any filing or  registration  (except
the filing of a registration  statement as outlined in the  Registration  Rights
Agreement  between the  Parties)  with,  any court,  governmental  authority  or
agency,  regulatory or self-regulatory  agency or other third party in order for
it to execute,  deliver or perform any of its obligations under, or contemplated
by, the Equity Line Transaction Documents in accordance with the terms hereof or
thereof.   All   consents,   authorizations,   permits,   orders,   filings  and
registrations  which the Company is required to obtain pursuant to the preceding
sentence  have been  obtained or effected on or prior to the date hereof and are
in full force and effect as of the date hereof.  Except as disclosed in Schedule
4(e), the Company and its Subsidiaries are unaware of any facts or circumstances
which might give rise to any of the foregoing.  The Company is not, and will not
be, in  violation  of the listing  requirements  of the  Principal  Market as in
effect on the date hereof and on each of the  Closing  Dates and is not aware of
any facts which would  reasonably  lead to  delisting of the Common Stock by the
Principal Market in the foreseeable future.

(F) SEC DOCUMENTS;  FINANCIAL STATEMENTS. As of the date hereof, the Company has
filed all reports,  schedules, forms, statements and other documents required to
be filed by it with the SEC pursuant to the reporting  requirements  of the 1934
Act  (all of the  foregoing  filed  prior to the date  hereof  and all  exhibits
included  therein and financial  statements and schedules  thereto and documents
incorporated  by reference  therein  being  hereinafter  referred to as the "SEC
Documents").  The Company has delivered to the Investor or its  representatives,
or they have had access  through  EDGAR to, true and complete  copies of the SEC
Documents.  As of their respective  filing dates, the SEC Documents  complied in
all material  respects with the  requirements  of the 1934 Act and the rules and
regulations of the SEC promulgated  thereunder  applicable to the SEC Documents,

                                       12
<PAGE>
and  none of the SEC  Documents,  at the  time  they  were  filed  with the SEC,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements  therein,
in light of the circumstances under which they were made, not misleading.  As of
their respective dates, the financial  statements of the Company included in the
SEC  Documents  complied as to form in all  material  respects  with  applicable
accounting  requirements and the published rules and regulations of the SEC with
respect thereto. Such financial statements have been prepared in accordance with
generally  accepted  accounting  principles,  by a firm  that is a member of the
Public  Companies  Accounting  Oversight Board ("PCAOB")  consistently  applied,
during the periods  involved  (except (I) as may be otherwise  indicated in such
financial  statements  or the notes  thereto,  or (II) in the case of  unaudited
interim statements, to the extent they may exclude footnotes or may be condensed
or summary statements) and fairly present in all material respects the financial
position  of  the  Company  as of the  dates  thereof  and  the  results  of its
operations  and cash flows for the periods then ended  (subject,  in the case of
unaudited  statements,  to normal year-end audit adjustments).  No other written
information provided by or on behalf of the Company to the Investor which is not
included  in the  SEC  Documents,  including,  without  limitation,  information
referred to in Section 4(D) of this Agreement,  contains any untrue statement of
a  material  fact or omits to state  any  material  fact  necessary  to make the
statements  therein,  in the light of the  circumstance  under which they are or
were made, not  misleading.  Neither the Company nor any of its  Subsidiaries or
any of their officers, directors, employees or agents have provided the Investor
with any material,  nonpublic information which was not publicly disclosed prior
to the date  hereof and any  material,  nonpublic  information  provided  to the
Investor by the Company or its Subsidiaries or any of their officers, directors,
employees or agents prior to any Closing Date shall be publicly disclosed by the
Company prior to such Closing Date.

(G)  ABSENCE  OF  CERTAIN  CHANGES.  Except  as  otherwise  set forth in the SEC
Documents,  the Company does not intend to change the business operations of the
Company in any material  way. The Company has not taken any steps,  and does not
currently  expect  to  take  any  steps,  to  seek  protection  pursuant  to any
bankruptcy  law nor does the Company or its  Subsidiaries  have any knowledge or
reason to believe that its creditors intend to initiate  involuntary  bankruptcy
proceedings.

(H) ABSENCE OF LITIGATION AND/OR REGULATORY PROCEEDINGS.  Except as set forth in
the  SEC  Documents,   there  is  no  action,  suit,   proceeding,   inquiry  or
investigation  before  or  by  any  court,  public  board,   government  agency,
self-regulatory  organization  or  body  pending  or,  to the  knowledge  of the
executive officers of Company or any of its Subsidiaries,  threatened against or
affecting the Company, the Common Stock or any of the Company's  Subsidiaries or
any of the  Company's or the  Company's  Subsidiaries'  officers or directors in
their  capacities  as such, in which an adverse  decision  could have a Material
Adverse Effect.

                                       13
<PAGE>
(I)  ACKNOWLEDGMENT   REGARDING  INVESTOR'S  PURCHASE  OF  SHARES.  The  Company
acknowledges and agrees that the Investor is acting solely in the capacity of an
arm's  length  purchaser  with  respect  to the  Transaction  Documents  and the
transactions  contemplated hereby and thereby.  The Company further acknowledges
that the  Investor  is not acting as a  financial  advisor or  fiduciary  of the
Company (or in any similar capacity) with respect to the Equity Line Transaction
Documents and the  transactions  contemplated  hereby and thereby and any advice
given by the  Investor  or any of its  respective  representatives  or agents in
connection  with the Equity  Line  Transaction  Documents  and the  transactions
contemplated  hereby and thereby is merely incidental to the Investor's purchase
of the  Securities,  and is not being  relied  on by the  Company.  The  Company
further represents to the Investor that the Company's decision to enter into the
Equity  Line  Transaction  Documents  has been based  solely on the  independent
evaluation by the Company and its representatives.

(J) NO UNDISCLOSED EVENTS, LIABILITIES, DEVELOPMENTS OR CIRCUMSTANCES. Except as
set forth in the SEC  Documents,  as of the date  hereof,  no event,  liability,
development  or  circumstance  has  occurred  or  exists,  or to  the  Company's
knowledge  is  contemplated  to  occur,  with  respect  to  the  Company  or its
Subsidiaries  or  their  respective  business,  properties,  assets,  prospects,
operations or financial condition, that would be required to be disclosed by the
Company under applicable securities laws on a registration  statement filed with
the SEC  relating to an issuance and sale by the Company of its Common Stock and
which has not been publicly announced.

(K)  EMPLOYEE  RELATIONS.  Neither the Company  nor any of its  Subsidiaries  is
involved in any union labor  dispute nor, to the knowledge of the Company or any
of its Subsidiaries, is any such dispute threatened. Neither the Company nor any
of its  Subsidiaries is a party to a collective  bargaining  agreement,  and the
Company and its  Subsidiaries  believe that relations  with their  employees are
good.  No  executive  officer  (as  defined in Rule  501(f) of the 1933 Act) has
notified the Company that such officer intends to leave the Company's  employ or
otherwise terminate such officer's employment with the Company.

(L)  INTELLECTUAL  PROPERTY  RIGHTS.  The  Company and its  Subsidiaries  own or
possess adequate rights or licenses to use all trademarks,  trade names, service
marks,  service mark  registrations,  service  names,  patents,  patent  rights,
copyrights, inventions, licenses, approvals, governmental authorizations,  trade
secrets and rights  necessary  to conduct  their  respective  businesses  as now
conducted.  Except  as set  forth in the SEC  Documents,  none of the  Company's
trademarks,  trade names,  service marks,  service mark  registrations,  service
names, patents,  patent rights,  copyrights,  inventions,  licenses,  approvals,
government  authorizations,  trade secrets or other intellectual property rights
necessary  to conduct its  business as now or as proposed to be  conducted  have
expired or  terminated,  or are expected to expire or  terminate  within two (2)
years from the date of this Agreement.  The Company and its  Subsidiaries do not

                                       14
<PAGE>
have any knowledge of any  infringement  by the Company or its  Subsidiaries  of
trademark,  trade name rights, patents, patent rights,  copyrights,  inventions,
licenses, service names, service marks, service mark registrations, trade secret
or other  similar  rights of others,  or of any such  development  of similar or
identical  trade secrets or technical  information by others and,  except as set
forth in the SEC Documents,  there is no claim,  action or proceeding being made
or brought against, or to the Company's knowledge, being threatened against, the
Company or its Subsidiaries  regarding  trademark,  trade name, patents,  patent
rights,  invention,  copyright,  license,  service names, service marks, service
mark registrations,  trade secret or other infringement; and the Company and its
Subsidiaries are unaware of any facts or circumstances  which might give rise to
any of the foregoing.  The Company and its Subsidiaries have taken  commercially
reasonable  security measures to protect the secrecy,  confidentiality and value
of all of their intellectual properties.

(M)  ENVIRONMENTAL  LAWS.  The  Company  and its  Subsidiaries  (I) are,  to the
knowledge of the management  and directors of the Company and its  Subsidiaries,
in compliance with any and all applicable foreign, federal, state and local laws
and  regulations  relating to the  protection  of human  health and safety,  the
environment  or  hazardous  or  toxic   substances  or  wastes,   pollutants  or
contaminants  ("Environmental  Laws");  (II)  have,  to  the  knowledge  of  the
management and directors of the Company, received all permits, licenses or other
approvals required of them under applicable  Environmental Laws to conduct their
respective  businesses;  and (III) are in  compliance,  to the  knowledge of the
management  and directors of the Company,  with all terms and  conditions of any
such  permit,  license or  approval  where,  in each of the three (3)  foregoing
cases, the failure to so comply would have,  individually or in the aggregate, a
Material Adverse Effect.

(N) TITLE.  The Company and its  Subsidiaries  have good and marketable title to
all  personal  property  owned by them which is material to the  business of the
Company  and its  Subsidiaries,  in each  case  free  and  clear  of all  liens,
encumbrances  and defects  except such as are  described in the SEC Documents or
such as do not materially affect the value of such property and do not interfere
with the use made and proposed to be made of such property by the Company or any
of its  Subsidiaries.  Any real property and facilities  held under lease by the
Company or any of its Subsidiaries are held by them under valid,  subsisting and
enforceable leases with such exceptions as are not material and do not interfere
with the use made and proposed to be made of such  property and buildings by the
Company and its Subsidiaries.

(O)  INSURANCE.  Each of the Company's  Subsidiaries  are insured by insurers of
recognized  financial  responsibility  against such losses and risks and in such
amounts as  management  of the  Company  reasonably  believes  to be prudent and
customary  in the  businesses  in which the  Company  and its  Subsidiaries  are
engaged.  Neither the Company nor any of its  Subsidiaries  has been refused any
insurance  coverage  sought or  applied  for and  neither  the  Company  nor its

                                       15
<PAGE>
Subsidiaries  has any  reason to  believe  that it will not be able to renew its
existing  insurance  coverage  as and when such  coverage  expires  or to obtain
similar  coverage  from  similar  insurers as may be  necessary  to continue its
business at a cost that would not have a Material Adverse Effect.

(P) REGULATORY PERMITS.  The Company and its Subsidiaries have in full force and
effect  all  certificates,   approvals,  authorizations  and  permits  from  the
appropriate  federal,   state,  local  or  foreign  regulatory  authorities  and
comparable foreign regulatory agencies, necessary to own, lease or operate their
respective  properties and assets and conduct their respective  businesses,  and
neither  the  Company  nor any  such  Subsidiary  has  received  any  notice  of
proceedings  relating to the revocation or modification of any such certificate,
approval,  authorization  or permit,  except for such  certificates,  approvals,
authorizations  or  permits  which  if not  obtained,  or  such  revocations  or
modifications which, would not have a Material Adverse Effect.

(Q)  INTERNAL  ACCOUNTING  CONTROLS.  The Company  and each of its  Subsidiaries
maintain  a  system  of  internal  accounting  controls  sufficient  to  provide
reasonable  assurance  that (I)  transactions  are executed in  accordance  with
management's general or specific authorizations;  (II) transactions are recorded
as necessary to permit  preparation of financial  statements in conformity  with
generally accepted accounting  principles by a firm with membership to the PCAOB
and to maintain asset  accountability;  (III) access to assets is permitted only
in accordance with management's general or specific authorization;  and (IV) the
recorded  accountability  for assets is  compared  with the  existing  assets at
reasonable  intervals  and  appropriate  action  is taken  with  respect  to any
differences.

(R) NO MATERIALLY  ADVERSE  CONTRACTS,  ETC.  Neither the Company nor any of its
Subsidiaries is subject to any charter, corporate or other legal restriction, or
any judgment,  decree,  order,  rule or regulation  which in the judgment of the
Company's  officers has or is expected in the future to have a Material  Adverse
Effect.  Neither  the  Company  nor any of its  Subsidiaries  is a party  to any
contract or agreement which in the judgment of the Company's  officers has or is
expected to have a Material Adverse Effect.

(S) TAX STATUS.  The Company and each of its  Subsidiaries has made or filed all
United  States  federal and state income and all other tax returns,  reports and
declarations  required by any  jurisdiction  to which it is subject  (unless and
only to the extent that the Company and each of its  Subsidiaries  has set aside
on its books  provisions  reasonably  adequate for the payment of all unpaid and
unreported taxes) and has paid all taxes and other governmental  assessments and
charges  that are  material  in amount,  shown or  determined  to be due on such
returns,  reports and  declarations,  except those being contested in good faith
and has set aside on its books provision  reasonably adequate for the payment of
all taxes for periods  subsequent to the periods to which such returns,  reports
or declarations  apply. There are no unpaid taxes in any material amount claimed

                                       16
<PAGE>
to be due by the taxing authority of any  jurisdiction,  and the officers of the
Company know of no basis for any such claim.

(T)  CERTAIN  TRANSACTIONS.  Except as set forth in the SEC  Documents  filed at
least  ten (10) days  prior to the date  hereof  and  except  for  arm's  length
transactions pursuant to which the Company makes payments in the ordinary course
of business  upon terms no less  favorable  than the Company  could  obtain from
disinterested  third parties and other than the grant of stock options disclosed
in the SEC  Documents,  none of the  officers,  directors,  or  employees of the
Company is presently a party to any  transaction  with the Company or any of its
Subsidiaries  (other than for services as  employees,  officers and  directors),
including  any  contract,  agreement  or  other  arrangement  providing  for the
furnishing  of  services  to or by,  providing  for  rental of real or  personal
property to or from,  or  otherwise  requiring  payments to or from any officer,
director or such employee or, to the knowledge of the Company,  any corporation,
partnership,  trust or other entity in which any officer,  director, or any such
employee  has a  substantial  interest  or is an officer,  director,  trustee or
partner.

(U) DILUTIVE EFFECT. The Company understands and acknowledges that the number of
shares of Common Stock issuable upon  purchases  pursuant to this Agreement will
increase in certain circumstances including, but not necessarily limited to, the
circumstance  wherein the trading price of the Common Stock declines  during the
period between the Effective Date and the end of the Open Period.  The Company's
executive officers and directors have studied and fully understand the nature of
the  transactions  contemplated by this Agreement and recognize that they have a
potential  dilutive  effect on the  shareholders  of the  Company.  The Board of
Directors of the Company has concluded, in its good faith business judgment, and
with full  understanding of the implications,  that such issuance is in the best
interests of the Company. The Company specifically acknowledges that, subject to
such  limitations  as are  expressly  set forth in the Equity  Line  Transaction
Documents,  its  obligation  to issue  shares of  Common  Stock  upon  purchases
pursuant to this  Agreement  is absolute  and  unconditional  regardless  of the
dilutive effect that such issuance may have on the ownership  interests of other
shareholders of the Company.

(V) LOCK-UP.  The Company shall cause its  officers,  insiders,  directors,  and
affiliates  or other related  parties  under control of the Company,  to refrain
from selling Common Stock during each Pricing Period.

(W) NO GENERAL SOLICITATION. Neither the Company, nor any of its affiliates, nor
any person acting on its behalf, has engaged in any form of general solicitation
or general  advertising  (within the meaning of Regulation D) in connection with
the  offer  or sale of the  Common  Stock  to be  offered  as set  forth in this
Agreement.

(X) NO BROKERS,  FINDERS OR FINANCIAL ADVISORY FEES OR COMMISSIONS.  No brokers,
finders  or  financial  advisory  fees or  commissions  will be  payable  by the

                                       17
<PAGE>
Company,   its  agents  or  Subsidiaries,   with  respect  to  the  transactions
contemplated by this Agreement, except as otherwise disclosed in this Agreement.

SECTION 5. COVENANTS OF THE COMPANY

(A) BEST EFFORTS.  The Company shall use all commercially  reasonable efforts to
timely satisfy each of the conditions set forth in Section 7 of this Agreement.

(B) BLUE SKY. The Company shall, at its sole cost and expense, on or before each
of the Closing Dates, take such action as the Company shall reasonably determine
is  necessary  to  qualify  the  Securities  for,  or obtain  exemption  for the
Securities  for,  sale to the Investor at each of the Closings  pursuant to this
Agreement under  applicable  securities or "Blue Sky" laws of such states of the
United  States,  as  reasonably  specified by the  Investor,  and shall  provide
evidence of any such action so taken to the  Investor on or prior to the Closing
Date.

(C) REPORTING STATUS.  Until one of the following occurs, the Company shall file
all reports  required to be filed with the SEC pursuant to the 1934 Act, and the
Company shall not  terminate  its status,  or take an action or fail to take any
action,  which would terminate its status as a reporting  company under the 1934
Act: (i) this  Agreement  terminates  pursuant to Section 9 and the Investor has
the right to sell all of the Securities  without  restrictions  pursuant to Rule
144(k)  promulgated under the 1933 Act, or such other exemption (ii) the date on
which the  Investor  has sold all the  Securities  and this  Agreement  has been
terminated pursuant to Section 9.

(D) USE OF  PROCEEDS.  The Company  will use the  proceeds  from the sale of the
Shares  (excluding  amounts  paid by the  Company  for fees as set  forth in the
Equity Line  Transaction  Documents) for general  corporate and working  capital
purposes and  acquisitions  or assets,  businesses  or  operations  or for other
purposes that the Board of  Directors,  in its good faith deem to be in the best
interest of the Company.

(E) FINANCIAL  INFORMATION.  During the Open Period,  the Company agrees to make
available  to the  Investor via EDGAR or other  electronic  means the  following
documents and  information  on the forms set forth:  (I) within five (5) Trading
Days after the filing thereof with the SEC, a copy of its Annual Reports on Form
10-KSB,  its Quarterly  Reports on Form 10-QSB,  any Current Reports on Form 8-K
and any  Registration  Statements or amendments  filed pursuant to the 1933 Act;
(II) copies of any notices and other  information made available or given to the
shareholders  of  the  Company  generally,  contemporaneously  with  the  making
available  or giving  thereof  to the  shareholders;  and (III)  within  two (2)
calendar days of filing or delivery thereof, copies of all documents filed with,
and all correspondence sent to, the Principal Market, any securities exchange or

                                       18
<PAGE>
market,  or the National  Association of Securities  Dealers,  Inc., unless such
information is material nonpublic information.

(F) RESERVATION OF SHARES. The Company shall take all action necessary to at all
times have  authorized,  and reserved for the purpose of issuance,  a sufficient
number of shares of Common Stock to provide for the  issuance of the  Securities
to the Investor as required hereunder.  In the event that the Company determines
that it does not have a sufficient  number of authorized  shares of Common Stock
to reserve and keep  available  for issuance as described in this Section  5(F),
the Company shall use all commercially reasonable efforts to increase the number
of  authorized  shares of Common Stock by seeking  shareholder  approval for the
authorization of such additional shares.

(G) LISTING.  The Company shall promptly  secure and maintain the listing of all
of the Registrable  Securities (as defined in the Registration Rights Agreement)
on the  Principal  Market  and  each  other  national  securities  exchange  and
automated  quotation  system, if any, upon which shares of Common Stock are then
listed (subject to official notice of issuance) and shall maintain, such listing
of all Registrable  Securities from time to time issuable under the terms of the
Equity  Line  Transaction  Documents.   Neither  the  Company  nor  any  of  its
Subsidiaries shall take any action which would be reasonably  expected to result
in the  delisting  or  suspension  of the Common Stock on the  Principal  Market
(excluding  suspensions  of not more than one (1)  trading  day  resulting  from
business  announcements  by the Company).  The Company shall promptly provide to
the  Investor  copies of any  notices  it  receives  from the  Principal  Market
regarding  the  continued  eligibility  of the Common  Stock for listing on such
automated  quotation  system or securities  exchange.  The Company shall pay all
fees and expenses in  connection  with  satisfying  its  obligations  under this
Section 5(G).

(H) TRANSACTIONS WITH AFFILIATES. The Company shall not, and shall cause each of
its Subsidiaries not to, enter into, amend, modify or supplement,  or permit any
Subsidiary  to  enter  into,  amend,   modify  or  supplement,   any  agreement,
transaction,  commitment  or  arrangement  with  any of its or any  Subsidiary's
officers,  directors,  persons who were officers or directors at any time during
the previous two (2) years,  shareholders who beneficially own 5% or more of the
Common Stock, or Affiliates or with any individual related by blood, marriage or
adoption to any such  individual  or with any entity in which any such entity or
individual  owns a 5% or more  beneficial  interest  (each a  "Related  Party"),
except  for (I)  customary  employment  arrangements  and  benefit  programs  on
reasonable terms, (II) any agreement, transaction,  commitment or arrangement on
an arms-length basis on terms no less favorable than terms which would have been
obtainable  from a  disinterested  third party other than such Related Party, or
(III) any agreement, transaction, commitment or arrangement which is approved by
a majority of the disinterested  directors of the Company.  For purposes hereof,
any  director  who is also an officer of the  Company or any  Subsidiary  of the
Company  shall  not  be a  disinterested  director  with  respect  to  any  such

                                       19
<PAGE>
agreement,  transaction,  commitment or  arrangement.  "Affiliate"  for purposes
hereof  means,  with respect to any person or entity,  another  person or entity
that,  directly  or  indirectly,  (I) has a 5% or more  equity  interest in that
person or  entity,  (II) has 5% or more  common  ownership  with that  person or
entity,  (III)  controls that person or entity,  or (IV) is under common control
with that person or entity.  "Control" or "Controls"  for purposes  hereof means
that a person or entity has the power,  directly  or  indirectly,  to conduct or
govern the policies of another person or entity.

(I) FILING OF FORM 8-K.  On or before the date  which is four (4)  Trading  Days
after the Execution  Date,  the Company shall file a Current  Report on Form 8-K
with the SEC describing the terms of the transaction  contemplated by the Equity
Line Transaction  Documents in the form required by the 1934 Act, if such filing
is required.

(J)  CORPORATE  EXISTENCE.  The Company  shall use all  commercially  reasonable
efforts to preserve and continue the corporate existence of the Company.

(K) NOTICE OF CERTAIN EVENTS AFFECTING REGISTRATION; SUSPENSION OF RIGHT TO MAKE
A PUT. The Company shall promptly notify the Investor upon the occurrence of any
of the  following  events in  respect  of a  Registration  Statement  or related
prospectus  in respect of an  offering  of the  Securities:  (I)  receipt of any
request  for  additional  information  by the SEC or any other  federal or state
governmental  authority  during the period of  effectiveness of the Registration
Statement for amendments or supplements to the Registration Statement or related
prospectus;  (II)  the  issuance  by the  SEC  or any  other  federal  or  state
governmental  authority of any stop order  suspending the  effectiveness  of any
Registration  Statement or the initiation of any  proceedings  for that purpose;
(III)  receipt  of  any  notification  with  respect  to the  suspension  of the
qualification or exemption from  qualification of any of the Securities for sale
in any  jurisdiction  or the  initiation  or notice of any  proceeding  for such
purpose;  (IV) the happening of any event that makes any statement  made in such
Registration  Statement or related  prospectus or any document  incorporated  or
deemed to be incorporated therein by reference untrue in any material respect or
that requires the making of any changes in the Registration  Statement,  related
prospectus or documents so that,  in the case of a  Registration  Statement,  it
will not contain any untrue  statement  of a material  fact or omit to state any
material fact required to be stated  therein or necessary to make the statements
therein not misleading,  and that in the case of the related prospectus, it will
not  contain  any  untrue  statement  of a  material  fact or omit to state  any
material fact required to be stated  therein or necessary to make the statements
therein,  in the light of the  circumstances  under  which they were  made,  not
misleading; and (V) the Company's reasonable determination that a post-effective
amendment to the  Registration  Statement would be appropriate,  and the Company
shall  promptly make  available to Investor any such  supplement or amendment to

                                       20
<PAGE>
the related prospectus. The Company shall not deliver to Investor any Put Notice
during the continuation of any of the foregoing events in this Section 5(K).

(L)  REIMBURSEMENT.  If (I) the Investor becomes involved in any capacity in any
action,  proceeding or investigation  brought by any shareholder of the Company,
in  connection  with or as a  result  of the  consummation  of the  transactions
contemplated  by the Equity Line  Transaction  Documents,  or if the Investor is
impleaded in any such action,  proceeding or  investigation by any person (other
than as a result of a breach of the  Investor's  representations  and warranties
set forth in this  Agreement);  or (II) the  Investor  becomes  involved  in any
capacity in any action,  proceeding or investigation  brought by the SEC against
or  involving  the  Company  or  in  connection  with  or  as a  result  of  the
consummation of the  transactions  contemplated  by the Equity Line  Transaction
Documents (other than as a result of a breach of the Investor's  representations
and warranties set forth in this Agreement), or if this Investor is impleaded in
any such action,  proceeding or  investigation  by any person,  then in any such
case, the Company will reimburse the Investor for its reasonable legal and other
expenses  (including the cost of any investigation and preparation)  incurred in
connection  therewith,  as such expenses are incurred.  In addition,  other than
with respect to any matter in which the  Investor is a named party,  the Company
will pay to the Investor the charges, as reasonably  determined by the Investor,
for the time of any officers or  employees of the Investor  devoted to appearing
and preparing to appear as  witnesses,  assisting in  preparation  for hearings,
trials or pretrial  matters,  or otherwise  with respect to inquiries,  hearing,
trials, and other proceedings  relating to the subject matter of this Agreement.
The  reimbursement  obligations  of the Company  under this section  shall be in
addition to any  liability  which the Company may otherwise  have,  shall extend
upon the same terms and  conditions  to any  affiliates of the Investor that are
actually  named in such  action,  proceeding  or  investigation,  and  partners,
directors, agents, employees, attorneys,  accountants,  auditors and controlling
persons (if any),  as the case may be, of Investor and any such  affiliate,  and
shall be binding upon and inure to the benefit of any successors of the Company,
the Investor and any such affiliate and any such person.

(M) TRANSFER AGENT. Upon effectiveness of the Registration Statement, and for so
long as the  Registration  Statement is  effective,  the Company  shall  deliver
instructions  to its transfer  agent to issue  Shares to the  Investor  that are
covered for resale by the Registration Statement free of restrictive legends.

(N)  ACKNOWLEDGEMENT OF TERMS. The Company hereby represents and warrants to the
Investor  that:  (i) it is  voluntarily  entering into this Agreement of its own
freewill,  (ii) it is not entering this Agreement under economic  duress,  (iii)
the terms of this Agreement are reasonable and fair to the Company, and (iv) the
Company  has had  independent  legal  counsel of its own  choosing  review  this
Agreement,  advise the Company with respect to this Agreement, and represent the
Company in connection with this Agreement.

                                       21
<PAGE>
SECTION 6. INTENTIONALLY OMITTED

SECTION 7. CONDITIONS OF THE COMPANY'S OBLIGATION TO SELL.

The obligation  hereunder of the Company to issue and sell the Securities to the
Investor is further subject to the satisfaction, at or before each Closing Date,
of each of the following  conditions set forth below.  These  conditions are for
the  Company's  sole benefit and may be waived by the Company at any time in its
sole discretion.

(A) The Investor shall have executed this Agreement and the Registration  Rights
Agreement and delivered the same to the Company.

(B) The Investor  shall have delivered to the Company the Purchase Price for the
Securities being purchased by the Investor between the end of the Pricing Period
and the Closing Date via a Put Settlement  Sheet (hereto attached as Exhibit D).
After receipt of  confirmation  of delivery of such  Securities to the Investor,
the Investor,  by wire transfer of immediately  available  funds pursuant to the
wire instructions  provided by the Company will disburse the funds  constituting
the Purchase Amount.

(C) No statute, rule, regulation,  executive order, decree, ruling or injunction
shall  have been  enacted,  entered,  promulgated  or  endorsed  by any court or
governmental   authority  of  competent   jurisdiction   which   prohibits   the
consummation of any of the transactions contemplated by this Agreement.

SECTION 8. FURTHER CONDITIONS OF THE INVESTOR'S OBLIGATION TO PURCHASE.

The  obligation of the Investor  hereunder to purchase  Shares is subject to the
satisfaction,  on or  before  each  Closing  Date,  of  each  of  the  following
conditions set forth below.

(A) The Company  shall have executed the Equity Line  Transaction  Documents and
delivered the same to the Investor.

(B) The Common Stock shall be authorized  for quotation on the Principal  Market
and trading in the Common Stock shall not have been  suspended by the  Principal
Market or the SEC,  at any time  beginning  on the date  hereof and  through and
including the respective  Closing Date  (excluding  suspensions of not more than
one (1)  Trading Day  resulting  from  business  announcements  by the  Company,
provided that such suspensions occur prior to the Company's  delivery of the Put
Notice related to such Closing).

(C) The  representations and warranties of the Company shall be true and correct
as of the date when made and as of the applicable Closing Date as though made at
that time and the Company shall have performed,  satisfied and complied with the

                                       22
<PAGE>
covenants,  agreements  and conditions  required by the Equity Line  Transaction
Documents  to be  performed,  satisfied  or  complied  with by the Company on or
before such Closing Date.  The Investor may request an update as of such Closing
Date regarding the representation contained in Section 4(C) above.

(D)  The  Company  shall  have  executed  and  delivered  to  the  Investor  the
certificates  representing,  or have executed electronic book-entry transfer of,
the  Securities  (in such  denominations  as the Investor  shall  request) being
purchased by the Investor at such Closing.

(E) The  Board of  Directors  of the  Company  shall  have  adopted  resolutions
consistent with Section 4(B)(II) above (the  "Resolutions") and such Resolutions
shall not have been amended or rescinded prior to such Closing Date.

(F) Reserved

(G) No statute, rule, regulation,  executive order, decree, ruling or injunction
shall  have been  enacted,  entered,  promulgated  or  endorsed  by any court or
governmental   authority  of  competent   jurisdiction   which   prohibits   the
consummation of any of the transactions contemplated by this Agreement.

(H) The  Registration  Statement  shall be effective on each Closing Date and no
stop order suspending the  effectiveness of the Registration  statement shall be
in  effect  or to the  Company's  knowledge  shall  be  pending  or  threatened.
Furthermore, on each Closing Date (I) neither the Company nor the Investor shall
have  received  notice  that the SEC has issued or intends to issue a stop order
with  respect  to such  Registration  Statement  or that the SEC  otherwise  has
suspended or withdrawn the effectiveness of such Registration Statement,  either
temporarily  or  permanently,  or intends or has threatened to do so (unless the
SEC's concerns have been addressed and Investor is reasonably satisfied that the
SEC no longer is considering or intends to take such action),  and (II) no other
suspension of the use or withdrawal of the  effectiveness  of such  Registration
Statement or related prospectus shall exist.

(I)  At  the  time  of  each  Closing,  the  Registration  Statement  (including
information or documents  incorporated by reference  therein) and any amendments
or supplements thereto shall not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the  statements  therein  not  misleading  or which  would  require  public
disclosure or an update supplement to the prospectus.

(J) If  applicable,  the  shareholders  of the Company  shall have  approved the
issuance  of any  Shares in excess  of the  Maximum  Common  Stock  Issuance  in
accordance  with Section  2(H) or the Company  shall have  obtained  appropriate
approval pursuant to the requirements of Delaware law and the Company's Articles
of Incorporation and By-laws.

                                       23
<PAGE>
(K) The  conditions  to such  Closing set forth in Section  2(E) shall have been
satisfied on or before such Closing Date.

(L) The Company  shall have  certified  to the  Investor the number of Shares of
Common  Stock  outstanding  when a Put  Notice  is  given to the  Investor.  The
Company's  delivery of a Put Notice to the Investor  constitutes  the  Company's
certification of the existence of the necessary number of shares of Common Stock
reserved for issuance.

SECTION 9. TERMINATION. This Agreement shall terminate upon any of the following
events:

     (I) when the Investor has purchased an aggregate of Fifty  Million  dollars
($50,000,000) in the Common Stock of the Company pursuant to this Agreement; or,

     (II) on the date which is thirty-six  (36) months after the Effective Date;
or,

     (III)  upon  written  notice of the  Company to the  Investor.  Any and all
shares,  or penalties,  if any, due under this  Agreement  shall be  immediately
payable and due upon termination of the Line.

SECTION 10.  SUSPENSION

This Agreement  shall be suspended upon any of the following  events,  and shall
remain suspended until such event is rectified:

     (I) the trading of the Common Stock is suspended by the SEC, the  Principal
Market or the NASD for a period of two (2)  consecutive  Trading Days during the
Open Period; or,

     (II) The Common Stock ceases to be registered  under the 1934 Act or listed
or traded on the Principal Market. Immediately upon the occurrence of one of the
above-described  events,  the Company shall send written notice of such event to
the Investor.

SECTION 11. INDEMNIFICATION.

In consideration of the parties mutual  obligations set forth in the Transaction
Documents, each of the parties (in such capacity, an "Indemnitor") shall defend,
protect,  indemnify  and hold  harmless  the other and all of the other  party's
shareholders,  officers,  directors,  employees, counsel, and direct or indirect
investors  and any of the  foregoing  person's  agents or other  representatives
(including,   without   limitation,   those  retained  in  connection  with  the
transactions contemplated by this Agreement)  (collectively,  the "Indemnitees")
from and against any and all actions,  causes of action, suits, claims,  losses,

                                       24
<PAGE>
costs,  penalties,  fees,  liabilities and damages,  and reasonable  expenses in
connection therewith  (irrespective of whether any such Indemnitee is a party to
the  action  for which  indemnification  hereunder  is  sought),  and  including
reasonable  attorneys' fees and disbursements  (the "Indemnified  Liabilities"),
incurred by any Indemnitee as a result of, or arising out of, or relating to (I)
any  misrepresentation  or breach of any  representation or warranty made by the
Indemnitor or any other certificate,  instrument or document contemplated hereby
or thereby;  (II) any breach of any  covenant,  agreement or  obligation  of the
Indemnitor  contained  in the Equity  Line  Transaction  Documents  or any other
certificate, instrument or document contemplated hereby or thereby; or (III) any
cause of action,  suit or claim  brought or made  against such  Indemnitee  by a
third  party and  arising  out of or  resulting  from the  execution,  delivery,
performance or enforcement of the Equity Line Transaction Documents or any other
certificate,  instrument  or document  contemplated  hereby or  thereby,  except
insofar as any such misrepresentation,  breach or any untrue statement,  alleged
untrue  statement,  omission or alleged omission is made in reliance upon and in
conformity  with  information  furnished  to  Indemnitor  which is  specifically
intended  for  use  in  the  preparation  of any  such  Registration  Statement,
preliminary  prospectus,  prospectus  or amendments  to the  prospectus.  To the
extent that the foregoing undertaking by the Indemnitor may be unenforceable for
any reason,  the Indemnitor  shall make the maximum  contribution to the payment
and  satisfaction  of each of the Indemnified  Liabilities  which is permissible
under  applicable  law. The indemnity  provisions  contained  herein shall be in
addition to any cause of action or similar  rights  Indemnitor may have, and any
liabilities the Indemnitor or the Indemnitees may be subject to.

SECTION 12. GOVERNING LAW; DISPUTES SUBMITTED TO ARBITRATION.

All disputes  arising under this agreement  shall be governed by and interpreted
in accordance with the laws of the Commonwealth of Massachusetts, without regard
to principles of conflict of laws. The parties to this agreement will submit all
disputes  arising under this agreement to  arbitration in Boston,  Massachusetts
before a single arbitrator of the American Arbitration  Association ("AAA"). The
arbitrator  shall be  selected  by  application  of the rules of the AAA,  or by
mutual  agreement  of the  parties,  except  that  such  arbitrator  shall be an
attorney admitted to practice law in the Commonwealth of Massachusetts. No party
to this  agreement  will  challenge  the  jurisdiction  or venue  provisions  as
provided  in this  section.  No  party  to this  agreement  will  challenge  the
jurisdiction or venue provisions as provided in this section.  Nothing contained
herein shall prevent the party from obtaining an injunction.

(B) LEGAL FEES;  AND  MISCELLANEOUS  FEES.  Except as otherwise set forth in the
Equity Line Transaction Documents, each party shall pay the fees and expenses of
its advisers,  counsel, the 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.  Any attorneys' fees and
expenses  incurred by either the Company or the Investor in connection  with the

                                       25
<PAGE>
preparation,  negotiation,  execution  and  delivery of any  amendments  to this
Agreement or relating to the  enforcement of the rights of any party,  after the
occurrence of any breach of the terms of this  Agreement by another party or any
default by another party in respect of the transactions  contemplated hereunder,
shall be paid on  demand  by the  party  which  breached  the  Agreement  and/or
defaulted,  as the case may be. The Company  shall pay all stamp and other taxes
and duties levied in connection with the issuance of any Securities.

(C)  COUNTERPARTS.  This  Agreement  may be  executed  in two or more  identical
counterparts,  all of which shall be considered  one and the same  agreement and
shall  become  effective  when  counterparts  have been signed by each party and
delivered  to the other  party;  provided  that a facsimile  signature  shall be
considered  due execution  and shall be binding upon the signatory  thereto with
the same force and effect as if the signature were an original signature.

(D)  HEADINGS;   SINGULAR/PLURAL.   The  headings  of  this  Agreement  are  for
convenience   of   reference   and  shall  not  form  part  of,  or  affect  the
interpretation  of,  this  Agreement.  Whenever  required by the context of this
Agreement, the singular shall include the plural and masculine shall include the
feminine.

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

(F) ENTIRE AGREEMENT;  AMENDMENTS. This Agreement is the FINAL AGREEMENT between
the Company and the Investor with respect to the terms and  conditions set forth
herein,  and, the terms of this Agreement may not be contradicted by evidence of
prior,  contemporaneous,  or  subsequent  oral  agreements  of the  Parties.  No
provision  of this  Agreement  may be  amended  other than by an  instrument  in
writing signed by the Company and the Investor,  and no provision  hereof may be
waived other than by an instrument  in writing  signed by the party against whom
enforcement is sought. The execution and delivery of the Equity Line Transaction
Documents shall not alter the force and effect of any other  agreements  between
the Parties, and the obligations under those agreements.

(G)  NOTICES.  Any notices or other  communications  required or permitted to be
given under the terms of this Agreement must be in writing and will be deemed to
have been  delivered  (I) upon receipt,  when  delivered  personally;  (II) upon
receipt,  when sent by  facsimile  (provided  confirmation  of  transmission  is
mechanically or electronically generated and kept on file by the sending party);
or (III)  one (1) day  after  deposit  with a  nationally  recognized  overnight
delivery  service,  in each case properly  addressed to the party to receive the
same. The addresses and facsimile numbers for such communications shall be:

                                       26
<PAGE>
IF TO THE COMPANY:

DOMARK INTERNATIONAL, INC.
1809 East Broadway #125
Oviedo, FL 32765
Telephone: (757)-572-9241

IF TO THE INVESTOR:

Dutchess Private Equities Fund, Ltd.,
50 Commonwealth Avenue, Suite 2
Boston, MA 02116
Telephone: 617-301-4700
Facsimile: 617-249-0947

Each party shall provide five (5) days prior  written  notice to the other party
of any change in address or facsimile number.

(H) NO ASSIGNMENT. This Agreement may not be assigned.

(I) NO THIRD PARTY BENEFICIARIES.  This Agreement is intended for the benefit of
the parties  hereto and is not for the benefit of, nor may any provision  hereof
be enforced by, any other person,  except that the Company acknowledges that the
rights of the Investor may be enforced by its general partner.

(J) SURVIVAL. The representations and warranties of the Company and the Investor
contained  in  Sections  2 and 3, the  agreements  and  covenants  set  forth in
Sections 4 and 5, and the  indemnification  provisions  set forth in Section 11,
shall survive each of the Closings and the termination of this Agreement.

(K)  PUBLICITY.  The Company and the Investor  shall  consult with each other in
issuing any press releases or otherwise making public statements with respect to
the  transactions  contemplated  hereby and no party  shall issue any such press
release or otherwise make any such public statement without the prior consent of
the other party,  which consent shall not be  unreasonably  withheld or delayed,
except that no prior consent shall be required if such disclosure is required by
law, in which such case the disclosing  party shall provide the other party with
prior  notice of such  public  statement.  Notwithstanding  the  foregoing,  the
Company shall not publicly  disclose the name of the Investor  without the prior
consent of the  Investor,  except to the extent  required by law.  The  Investor
acknowledges  that this Agreement and all or part of the Equity Line Transaction
Documents  may be deemed to be "material  contracts"  as that term is defined by
Item  601(b)(10)  of  Regulation  S-B,  and that the  Company may  therefore  be
required  to  file  such  documents  as  exhibits  to  reports  or  registration

                                       27
<PAGE>
statements filed under the 1933 Act or the 1934 Act. The Investor further agrees
that the status of such documents and materials as material  contracts  shall be
determined solely by the Company, in consultation with its counsel.

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

(M) PLACEMENT  AGENT. The Company agrees to pay a registered  broker dealer,  to
act as placement  agent,  if so required by the S.E.C.,  a percentage of the Put
Amount on each draw toward the fee as outlined in the Placement Agent Agreement.
The Investor  shall have no obligation  with respect to any fees or with respect
to any claims made by or on behalf of other  persons or  entities  for fees of a
type  contemplated  in this  Section  that  may be due in  connection  with  the
transactions  contemplated by the Equity Line Transaction Documents. The Company
shall  indemnify  and hold  harmless the Investor,  their  employees,  officers,
directors,  agents,  and partners,  and their  respective  affiliates,  from and
against all claims,  losses,  damages, costs (including the costs of preparation
and  attorney's  fees) and  expenses  incurred in respect of any such claimed or
existing fees, as such fees and expenses are incurred.

(N) NO STRICT  CONSTRUCTION.  The language used in this Agreement will be deemed
to be the language chosen by the parties to express their mutual intent,  and no
rules of strict  construction  will be applied against any party, as the parties
mutually  agree  that each has had a full and fair  opportunity  to review  this
Agreement and seek the advice of counsel on it.

(O) REMEDIES.  The Investor shall have all rights and remedies set forth in this
Agreement  and the  Registration  Rights  Agreement  and all rights and remedies
which such holders  have been  granted at any time under any other  agreement or
contract and all of the rights which the Investor has by law. Any person  having
any rights under any  provision of this  Agreement  shall be entitled to enforce
such rights specifically (without posting a bond or other security),  to recover
damages by reason of any default or breach of any  provision of this  Agreement,
including the recovery of reasonable  attorneys fees and costs,  and to exercise
all other rights granted by law.

(P)  PAYMENT  SET  ASIDE.  To the  extent  that the  Company  makes a payment or
payments to the Investor hereunder or under the Registration Rights Agreement or
the Investor enforces or exercises its rights hereunder or thereunder,  and such
payment or payments or the proceeds of such  enforcement or exercise or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential,
set aside,  recovered from, disgorged by or are required to be refunded,  repaid
or otherwise  restored to the Company,  a trustee,  receiver or any other person

                                       28
<PAGE>
under any law  (including,  without  limitation,  any  bankruptcy  law, state or
federal law, common law or equitable cause of action), then to the extent of any
such  restoration  the  obligation  or part  thereof  originally  intended to be
satisfied  shall be revived  and  continued  in full force and effect as if such
payment had not been made or such enforcement or setoff had not occurred.

(Q) PRICING OF COMMON STOCK.  For purposes of this  Agreement,  the bid price of
the Common Stock shall be as reported on Bloomberg.

SECTION 13. NON-DISCLOSURE OF NON-PUBLIC INFORMATION.

(a) The Company shall not disclose non-public  information to the Investor,  its
advisors, or its representatives.

(b) Nothing herein shall require the Company to disclose non-public  information
to the Investor or its advisors or  representatives,  and the Company represents
that it  does  not  disseminate  non-public  information  to any  investors  who
purchase  stock in the  Company in a public  offering,  to money  managers or to
securities analysts,  provided, however, that notwithstanding anything herein to
the contrary, the Company will, as hereinabove provided,  immediately notify the
advisors and representatives of the Investor and, if any,  underwriters,  of any
event or the existence of any  circumstance  (without any obligation to disclose
the specific  event or  circumstance)  of which it becomes  aware,  constituting
non-public  information (whether or not requested of the Company specifically or
generally  during  the course of due  diligence  by such  persons or  entities),
which, if not disclosed in the prospectus included in the Registration Statement
would  cause such  prospectus  to include a material  misstatement  or to omit a
material  fact  required to be stated  therein in order to make the  statements,
therein,  in light of the circumstances in which they were made, not misleading.
Nothing  contained  in this  Section  13 shall be  construed  to mean  that such
persons or entities other than the Investor  (without the written consent of the
Investor  prior to disclosure  of such  information)  may not obtain  non-public
information  in the course of conducting  due  diligence in accordance  with the
terms of this  Agreement  and nothing  herein shall  prevent any such persons or
entities  from  notifying  the Company of their  opinion  that based on such due
diligence by such persons or entities,  that the Registration Statement contains
an untrue  statement of material  fact or omits a material  fact  required to be
stated  in the  Registration  Statement  or  necessary  to make  the  statements
contained  therein,  in light of the  circumstances in which they were made, not
misleading.

ARTICLE 14 ACKNOWLEDGEMENTS OF THE PARTIES.

Notwithstanding  anything in this Agreement to the contrary,  the parties hereto
hereby  acknowledge  and  agree  to the  following:  (i) the  Investor  makes no
representations  or  covenants  that  it  will  not  engage  in  trading  in the
securities  of the  Company,  other  than the  Investor  will not sell short the
Company's  common  stock at any time  during  this  Agreement;  (ii) the Company
shall,  by 8:30 a.m.  Boston Time on the trading day  following the date hereof,

                                       29
<PAGE>
file a  current  report  on  Form  8-K  disclosing  the  material  terms  of the
transactions  contemplated  hereby  and in the  other  Equity  Line  Transaction
Documents;  (iii) the Company has not and shall not provide material  non-public
information  to the  Investor  unless  prior  thereto  the  Investor  shall have
executed  a written  agreement  regarding  the  confidentiality  and use of such
information;  and (iv) the Company  understands  and confirms  that the Investor
will be relying on the  acknowledgements  set forth in clauses (i) through (iii)
above if the Investor effects any transactions in the securities of the Company.


                                       30
<PAGE>
SIGNATURE PAGE OF INVESTMENT AGREEMENT

Your  signature on this  Signature  Page evidences your agreement to be bound by
the terms and conditions of the Investment Agreement and the Registration Rights
Agreement as of the date first written above.

The undersigned  signatory hereby certifies that he has read and understands the
Investment  Agreement,  and the representations  made by the undersigned in this
Investment Agreement are true and accurate, and agrees to be bound by its terms.

DUTCHESS PRIVATE EQUITIES FUND, LTD.


By: /s/ Douglas H. Leighton
   ------------------------------------
   Douglas H. Leighton, Director

DOMARK INTERNATIONAL, INC.


By: /s/ R. Thomas Kidd
   ------------------------------------
   R. Thomas Kidd, CEO


                                       31
<PAGE>
LIST OF EXHIBITS

EXHIBIT  A Registration  Rights  Agreement
EXHIBIT  B Opinion  of  Company's  Counsel
EXHIBIT  C Put  Notice
EXHIBIT  D Put  Settlement  Sheet


                                       32
<PAGE>
LIST OF SCHEDULES

SCHEDULE 4(A) SUBSIDIARIES



                                       33
<PAGE>
EXHIBIT A





                                       34
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EXHIBIT B

FORM OF NOTICE OF EFFECTIVENESS
OF REGISTRATION STATEMENT
                                                                Date: __________
[TRANSFER AGENT]

     Re: Domark International, Inc.

Ladies and Gentlemen:

     We are counsel to Domark  International,  Inc., a Nevada  corporation  (the
"Company"),  and have  represented  the Company in connection  with that certain
Investment Agreement (the "Investment  Agreement") entered into by and among the
Company and  _________________________  (the  "Investor")  pursuant to which the
Company  has  agreed to issue to the  Investor  shares of the  Company's  common
stock,  $.001  par  value  per  share  (the  "Common  Stock")  on the  terms and
conditions  set forth in the  Investment  Agreement.  Pursuant to the Investment
Agreement,  the Company also has entered into a  Registration  Rights  Agreement
with the Investor (the "Registration  Rights  Agreement")  pursuant to which the
Company agreed,  among other things, to register the Registrable  Securities (as
defined in the Registration  Rights  Agreement),  including the shares of Common
Stock issued or issuable under the Investment Agreement under the Securities Act
of 1933,  as  amended  (the  "1933  Act").  In  connection  with  the  Company's
obligations under the Registration Rights Agreement,  on ____________ ___, 2006,
the  Company  filed  a   Registration   Statement  on  Form  S-  ___  (File  No.
333-________)  (the  "Registration  Statement") with the Securities and Exchange
Commission (the "SEC") relating to the  Registrable  Securities  which names the
Investor as a selling shareholder thereunder.

     In connection with the foregoing, we advise you that [a member of the SEC's
staff has advised us by  telephone  that the SEC has entered an order  declaring
the Registration  Statement  effective] [the  Registration  Statement has become
effective] under the 1933 Act at [enter the time of effectiveness] on [enter the
date of  effectiveness]  and to the  best  of our  knowledge,  after  telephonic
inquiry  of  a  member  of  the  SEC's  staff,  no  stop  order  suspending  its
effectiveness  has been issued and no  proceedings  for that purpose are pending
before,  or threatened by, the SEC and the Registrable  Securities are available
for resale under the 1933 Act pursuant to the Registration Statement.

                                             Very truly yours,

                                             [Company Counsel]

                                       35
<PAGE>
EXHIBIT C

Date:

RE: Put Notice Number __

Dear Mr. Leighton,

*    This is to inform you that as of today, Domark International, Inc, a Nevada
     corporation (the  "Company"),  hereby elects to exercise its right pursuant
     to the Investment Agreement to require Dutchess Private Equities Fund, Ltd.
     to purchase shares of its common stock. The Company hereby certifies that:

The amount of this put is $__________.

The Pricing Period runs from ________ until _______.

The current number of shares issued and outstanding as of the Company are:

[GRAPHIC OMITTED]

The number of shares currently available for issuance on the SB-2 for the Equity
Line are:

                _______________________________________________

Regards,


----------------------------------------------
R. Thomas Kidd, CEO Domark International, Inc.

                                       36
<PAGE>
EXHIBIT D
PUT SETTLEMENT SHEET

Date:

Dear Mr. Kidd,

Pursuant to the Put given by Domark  International,  Inc.,  to Dutchess  Private
Equities Fund, Ltd. on _________________  200_, we are now submitting the amount
of common shares for you to issue to Dutchess.

Please have a certificate  bearing no  restrictive  legend  totaling  __________
shares issued to Dutchess Private  Equities Fund, Ltd.  immediately and send via
DWAC to the following account:

XXXXXX

If not DWAC eligible, please send FedEx Priority Overnight to:

XXXXXX

Once  these  shares  are  received  by us, we will  have the funds  wired to the
Company.

Regards,

Douglas H. Leighton

                                       37
<PAGE>
DATE. . . . . . . . . . . . . . . . . . . . .  PRICE

Date of Day 1 . . . . . . . . . . . . . . . .  Closing VWAP of Day 1
Date of Day 2 . . . . . . . . . . . . . . . .  Closing VWAP of Day 2
Date of Day 3 . . . . . . . . . . . . . . . .  Closing VWAP of Day 3
Date of Day 4 . . . . . . . . . . . . . . . .  Closing VWAP of Day 4
Date of Day 5 . . . . . . . . . . . . . . . .  Closing VWAP of Day 5

LOWEST VOLUME WEIGHTED AVERAGE PRICE (VWAP) IN PRICING PERIOD

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

PUT AMOUNT
                                             ------------

AMOUNT WIRED TO COMPANY
                                             ------------

PURCHASE PRICE (93)% (NINETY-THREE PERCENT))
                                             ------------

AMOUNT OF SHARES DUE
                                             ------------

The undersigned has completed this Put as of this ___th day of _________, 200_.

DOMARK INTERNATIONAL, INC.

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

R. THOMAS KIDD, CEO

                                       38
<PAGE>
SCHEDULE 4(C) CAPITALIZATION

As set forth in paragraph 4(c)



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<PAGE>
SCHEDULE 4(E) CONFLICTS



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<PAGE>
SCHEDULE 4(G) MATERIAL CHANGES




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<PAGE>
SCHEDULE 4(H) LITIGATION




                                       42
<PAGE>
SCHEDULE 4(L) INTELLECTUAL PROPERTY

No exceptions




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<PAGE>
SCHEDULE 4(N) LIENS




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<PAGE>
SCHEDULE 4(T) CERTAIN TRANSACTIONS




                                       45