Filed by Automated Filing Services Inc. (604) 609-0244 - EYI Industries, Inc. - Exhibit 10.30





 SECURITIES PURCHASE AGREEMENT

                THIS
  SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of
  June 22, 2004, by and among EYI INDUSTRIES, INC., a Nevada corporation,
  with headquarters located at 3960 Howard Hughes Parkway, Suite 500, Las Vegas,
  NV 89109 (the "Company"), and the Buyers listed on Schedule I attached
  hereto (individually, a "Buyer" or collectively "Buyers"). 

 WITNESSETH:

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

                WHEREAS,
  the parties desire that, upon the terms and subject to the conditions contained
  herein, the Company shall issue and sell to the Buyer(s), as provided herein,
  and the Buyer(s) shall purchase up to Five Hundred Thousand Dollars ($500,000)
  of secured convertible debentures (the "Convertible Debentures"), which
  shall be convertible into shares of the Company's common stock, par value $0.001
  (the "Common Stock") (as converted, the "Conversion Shares") of
  which Two Hundred Fifty Thousand Dollars ($250,000) shall be funded on the fifth
  (5th) business day following the date hereof (the "First Closing")
  and Two Hundred Fifty Thousand Dollars ($250,000) shall be funded on the fifth
  (5th) business day following the date the registration statement
  (the "Registration Statement") is filed, pursuant the Investor Registration
  Rights Agreement dated the date hereof, with the United States Securities and
  Exchange Commission (the "SEC") (the "Second Closing") (individually
  referred to as a "Closing" collectively referred to as the "Closings"),
  for a total purchase price of up to Five Hundred Thousand Dollars ($500,000),
  (the "Purchase Price") in the respective amounts set forth opposite each
  Buyer(s) name on Schedule I (the "Subscription Amount"); 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 as Exhibit A (the "Investor Registration
  Rights Agreement") pursuant to which the Company has agreed to provide certain
  registration rights under the 1933 Act and the rules and regulations promulgated
  there under, and applicable state securities laws; and 

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

                WHEREAS,
  contemporaneously with the execution and delivery of this Agreement, the parties
  hereto are executing and delivering Irrevocable Transfer Agent Instructions
  substantially in the form attached hereto as Exhibit C (the "Irrevocable
  Transfer Agent Instructions").





                WHEREAS,
  contemporaneously with the execution and delivery of this Agreement, the parties
  hereto are executing and delivering a Security Agreement substantially in the
  form attached hereto as Exhibit D (the "Security Agreement") pursuant
  to which the Company has agreed to provide the Buyer a security interest in
  Pledged Collateral (as this term is defined in the Security Agreement dated
  the date hereof) to secure Company's obligations under this Agreement, the Convertible
  Debenture, the Investor Registration Rights Agreement, the Irrevocable Transfer
  Agent Instructions, the Security Agreement or any other obligations of the Company
  to the Investor; and 

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


                1.               
  PURCHASE AND SALE OF CONVERTIBLE DEBENTURES. 

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

                                   (b)               
  Closing Date. The First Closing of the purchase and sale of the Convertible
  Debentures shall take place at 10:00 a.m. Eastern Standard Time on the fifth
  (5th) business day following the date hereof, subject to notification
  of satisfaction of the conditions to the First Closing set forth herein and
  in Sections 6 and 7 below (or such later date as is mutually agreed to by the
  Company and the Buyer(s)) (the "First Closing Date") and the Second Closing
  of the purchase and sale of the Convertible Debentures shall take place at 10:00
  a.m. Eastern Standard Time on the fifth (5th) business day following
  the date the Registration Statement is filed with the SEC, subject to notification
  of satisfaction of the conditions to the Second Closing set forth herein and
  in Sections 6 and 7 below (or such later date as is mutually agreed to by the
  Company and the Buyer(s)) (the "Second Closing Date") (collectively referred
  to a the "Closing Dates"). The Closing shall occur on the respective
  Closing Dates at the offices of Butler Gonzalez, LLP, 1416 Morris Avenue, Suite
  207, Union, NJ 07083 (or such other place as is mutually agreed to by the Company
  and the Buyer(s)).

                                   (c)               
  Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s)
  and pending the Closings, the aggregate proceeds of the sale of the Convertible
  Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest
  bearing escrow account with Butler Gonzalez LLP, as escrow agent (the "Escrow
  Agent"), pursuant to the terms of an escrow agreement between the Company,
  the Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit
  B (the "Escrow Agreement"). Subject to the satisfaction of the terms


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 and conditions of this Agreement, on the Closing Dates, (i)
  the Escrow Agent shall deliver to the Company in accordance with the terms of
  the Escrow Agreement such aggregate proceeds for the Convertible Debentures
  to be issued and sold to such Buyer(s), minus the fees and expenses of Butler
  Gonzalez LLP of Five Thousand Dollars ($5,000) shall be paid directly from the
  gross proceeds held in escrow of the First Closing and the retainer of Kirkpatrick
  & Lockhart LLP of which Twelve Thousand Five Hundred Dollars ($12,500) shall
  be paid directly from the gross proceeds of the First Closing and Twelve Thousand
  Five Hundred Dollars ($12,500) shall be payable from the gross proceeds of the
  Second Closing by wire transfer of immediately available funds in accordance
  with the Company's written wire instructions, and (ii) the Company shall deliver
  to each Buyer, Convertible Debentures which such Buyer(s) is purchasing in amounts
  indicated opposite such Buyer's name on Schedule I, duly executed on behalf
  of the Company. 

                2.               
  BUYER'S REPRESENTATIONS AND WARRANTIES. 

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

                                   (a)               
  Investment Purpose. Each Buyer is acquiring the Convertible Debentures
  and, upon conversion of Convertible Debentures, the Buyer will acquire the Conversion
  Shares then issuable, for its own account for investment only and not with a
  view towards, or for resale in connection with, the public sale or distribution
  thereof, except pursuant to sales registered or exempted under the 1933 Act;
  provided, however, that by making the representations herein, such Buyer reserves
  the right to dispose of the Conversion Shares at any time in accordance with
  or pursuant to an effective registration statement covering such Conversion
  Shares or an available exemption under the 1933 Act. 

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

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

                                   (d)               
  Information. Each Buyer and its advisors (and his or, its counsel), if
  any, have been furnished with all materials relating to the business, finances
  and operations of the Company and information he deemed material to making an
  informed investment decision regarding his purchase of the Convertible Debentures
  and the Conversion Shares, which have been requested by such Buyer. Each Buyer
  and its advisors, if any, have been afforded the opportunity to ask questions
  of the Company and its management. Neither such inquiries nor any other due
  diligence investigations conducted by such Buyer or its advisors, if any, or
  its representatives shall modify, amend or affect such Buyer's right to rely
  on the Company's representations and warranties contained in Section 3 below.
  Each Buyer understands that its investment in the Convertible Debentures and
  the Conversion Shares involves a high degree of risk. Each Buyer is in a position
  regarding the Company, which, based upon employment, 

 3 








 family relationship or economic bargaining power, enabled
  and enables such Buyer to obtain information from the Company in order to evaluate
  the merits and risks of this investment. Each Buyer has sought such accounting,
  legal and tax advice, as it has considered necessary to make an informed investment
  decision with respect to its acquisition of the Convertible Debentures and the
  Conversion Shares. 

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

                                   (f)               
  Transfer or Resale. Each Buyer understands that except as provided in
  the Investor Registration Rights Agreement: (i) the Convertible Debentures have
  not been and are not being registered under the 1933 Act or any state securities
  laws, and may not be offered for sale, sold, assigned or transferred unless
  (A) subsequently registered thereunder, or (B) such Buyer shall have delivered
  to the Company an opinion of counsel, in a generally acceptable form, to the
  effect that such securities to be sold, assigned or transferred may be sold,
  assigned or transferred pursuant to an exemption from such registration requirements;
  (ii) any sale of such securities made in reliance on Rule 144 under the 1933
  Act (or a successor rule thereto) ("Rule 144") may be made only in accordance
  with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale
  of such securities under circumstances in which the seller (or the person through
  whom the sale is made) may be deemed to be an underwriter (as that term is defined
  in the 1933 Act) may require compliance with some other exemption under the
  1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither
  the Company nor any other person is under any obligation to register such securities
  under the 1933 Act or any state securities laws or to comply with the terms
  and conditions of any exemption thereunder. The Company reserves the right to
  place stop transfer instructions against the shares and certificates for the
  Conversion Shares. 

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


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

    

  




4 






  
    
       IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS
        NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.

    

  



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

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

                                   (i)               
  Receipt of Documents. Each Buyer and his or its counsel has received
  and read in their entirety: (i) this Agreement and each representation, warranty
  and covenant set forth herein, the Security Agreement, the Investor Registration
  Rights Agreement, the Escrow Agreement, and the Irrevocable transfer Agent Instructions;
  (ii) all due diligence and other information necessary to verify the accuracy
  and completeness of such representations, warranties and covenants; (iii) the
  Company's Form 10-KSB for the fiscal year ended December 31, 2003; (iv) the
  Company's Form 10-QSB for the fiscal quarter ended March 31, 2004 and (v) answers
  to all questions each Buyer submitted to the Company regarding an investment
  in the Company; and each Buyer has relied on the information contained therein
  and has not been furnished any other documents, literature, memorandum or prospectus.


                                   (j)               
  Due Formation of Corporate and Other Buyers. If the Buyer(s) is a corporation,
  trust, partnership or other entity that is not an individual person, it has
  been formed and validly exists and has not been organized for the specific purpose
  of purchasing the Convertible Debentures and is not prohibited from doing so.


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

                                   (l)               
  Trading Activities. Each Buyer represents and warrants that it shall
  not cause or engage in any matter whatsoever any direct or indirect short selling
  or hedging in any securities of the Company.

 5 





                3.               
  REPRESENTATIONS AND WARRANTIES OF THE COMPANY. 

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

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

                                   (b)               
  Authorization, Enforcement, Compliance with Other Instruments. (i) The
  Company has the requisite corporate power and authority to enter into and perform
  this Agreement, the Security Agreement, the Investor Registration Rights Agreement,
  the Escrow Agreement, the Irrevocable Transfer Agent Instructions, and any related
  agreements, and to issue the Convertible Debentures and the Conversion Shares
  in accordance with the terms hereof and thereof, (ii) the execution and delivery
  of this Agreement, the Security Agreement, the Investor Registration Rights
  Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions
  (as defined herein) and any related agreements by the Company and the consummation
  by it of the transactions contemplated hereby and thereby, including, without
  limitation, the issuance of the Convertible Debentures the Conversion Shares
  and the reservation for issuance and the issuance of the Conversion Shares issuable
  upon conversion or exercise thereof, have been duly authorized by the Company's
  Board of Directors and no further consent or authorization is required by the
  Company, its Board of Directors or its stockholders, (iii) this Agreement, the
  Security Agreement, the Investor Registration Rights Agreement, the Escrow Agreement,
  the Irrevocable Transfer Agent Instructions and any related agreements have
  been duly executed and delivered by the Company, (iv) this Agreement, the Security
  Agreement, the Investor Registration Rights Agreement, the Escrow Agreement,
  the Irrevocable Transfer Agent Instructions and any related agreements constitute
  the valid and binding obligations of the Company enforceable against the Company
  in accordance with their terms, except as such enforceability may be limited
  by general principles of equity or applicable bankruptcy, insolvency, reorganization,
  moratorium, liquidation or similar laws relating to, or affecting generally,
  the enforcement of creditors' rights and remedies. The authorized officer of
  the Company executing this Agreement, the Security Agreement, the Investor Registration
  Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions
  and any related agreements knows of no reason why the Company cannot file the
  registration statement as required under the Investor Registration Rights Agreement
  or perform any of the Company's other obligations under such documents.

                                   (c)               
  Capitalization. The authorized capital stock of the Company consists
  of 300,000,000 shares of Common Stock, par value $0.001 per share and 10,000,000
  shares of Preferred Stock. As of the date hereof, the Company has 153,814,044
  shares of Common Stock and no shares of Preferred Stock issued and outstanding.
  All of such outstanding shares have been validly issued and are fully paid and
  nonassessable. Except as disclosed in the SEC 

 6 








 Documents (as defined in Section 3(f)), no shares of Common
  Stock are subject to preemptive rights or any other similar rights or any liens
  or encumbrances suffered or permitted by the Company. Except as disclosed in
  the SEC Documents, as of the date of this Agreement, (i) there are no outstanding
  options, warrants, scrip, rights to subscribe to, calls or commitments of any
  character whatsoever relating to, or securities or rights convertible into,
  any shares of capital stock of the Company or any of its subsidiaries, or contracts,
  commitments, understandings or arrangements by which the Company or any of its
  subsidiaries is or may become bound to issue additional shares of capital stock
  of the Company or any of its subsidiaries or options, warrants, scrip, rights
  to subscribe to, calls or commitments of any character whatsoever relating to,
  or securities or rights convertible into, any shares of capital stock of the
  Company or any of its subsidiaries, (ii) there are no outstanding debt securities
  and (iii) there are no agreements or arrangements under which the Company or
  any of its subsidiaries is obligated to register the sale of any of their securities
  under the 1933 Act (except pursuant to the Registration Rights Agreement) and
  (iv) there are no outstanding registration statements and there are no outstanding
  comment letters from the SEC or any other regulatory agency. There are no securities
  or instruments containing anti-dilution or similar provisions that will be triggered
  by the issuance of the Convertible Debentures as described in this Agreement.
  The Company has furnished to the Buyer true and correct copies of the Company's
  Articles of Incorporation, as amended and as in effect on the date hereof (the
  "Articles of Incorporation"), and the Company's By-laws, as in effect
  on the date hereof (the "By-laws"), and the terms of all securities convertible
  into or exercisable for Common Stock and the material rights of the holders
  thereof in respect thereto other than stock options issued to employees and
  consultants.

                                   (d)               
  Issuance of Securities. The Convertible Debentures are duly authorized
  and, upon issuance in accordance with the terms hereof, shall be duly issued,
  fully paid and nonassessable, are free from all taxes, liens and charges with
  respect to the issue thereof. The Conversion Shares issuable upon conversion
  of the Convertible Debentures have been duly authorized and reserved for issuance.
  Upon conversion or exercise in accordance with the Convertible Debentures the
  Conversion Shares will be duly issued, fully paid and nonassessable. 

                                   (e)               
  No Conflicts. Except as disclosed in the SEC Documents, the execution,
  delivery and performance of this Agreement, the Security Agreement, the Investors
  Registration Rights Agreement, the Escrow Agreement and the Irrevocable Transfer
  Agent Instructions by the Company and the consummation by the Company of the
  transactions contemplated hereby will not (i) result in a violation of the Articles
  of Incorporation, any certificate of designations of any outstanding series
  of preferred stock of the Company or the By-laws or (ii) conflict with or constitute
  a default (or an event which with notice or lapse of time or both would become
  a default) under, or give to others any rights of termination, amendment, acceleration
  or cancellation of, any agreement, indenture or instrument to which the Company
  or any of its subsidiaries is a party, or result in a violation of any law,
  rule, regulation, order, judgment or decree (including federal and state securities
  laws and regulations and the rules and regulations of The National Association
  of Securities Dealers Inc.'s OTC Bulletin Board on which the Common Stock is
  quoted) applicable to the Company or any of its subsidiaries or by which any
  property or asset of the Company or any of its subsidiaries is bound or affected.
  Except as disclosed in the SEC Documents, neither the Company nor its subsidiaries
  is in violation of any term of or in default under its Articles of Incorporation
  or By-laws or their organizational charter or by-laws, respectively, or any
  material contract, agreement, mortgage, indebtedness, indenture, 

 7 








 instrument, judgment, decree or order or any statute, rule
  or regulation applicable to the Company or its subsidiaries. The business of
  the Company and its subsidiaries is not being conducted, and shall not be conducted
  in violation of any material law, ordinance, or regulation of any governmental
  entity. Except as specifically contemplated by this Agreement and as required
  under the 1933 Act and any applicable state securities laws, the Company is
  not required to obtain any consent, authorization or order of, or make any filing
  or registration with, any court or governmental agency in order for it to execute,
  deliver or perform any of its obligations under or contemplated by this Agreement
  or the Registration Rights Agreement in accordance with the terms hereof or
  thereof. Except as disclosed in the SEC Documents, all consents, authorizations,
  orders, filings and registrations which the Company is required to obtain pursuant
  to the preceding sentence have been obtained or effected on or prior to the
  date hereof. The Company and its subsidiaries are unaware of any facts or circumstance,
  which might give rise to any of the foregoing. 

                                   (f)               
  SEC Documents: Financial Statements. Since January 1, 2003, the Company
  has filed all reports, schedules, forms, statements and other documents required
  to be filed by it with the SEC under of the Securities Exchange Act of 1934,
  as amended (the "1934 Act") (all of the foregoing filed prior
  to the date hereof or amended after the date hereof and all exhibits included
  therein and financial statements and schedules thereto and documents incorporated
  by reference therein, being hereinafter referred to as the "SEC Documents").
  The Company has delivered to the Buyers or their representatives, or made available
  through the SEC's website at http://www.sec.gov., true and complete copies of
  the SEC Documents. As of their respective dates, the financial statements of
  the Company disclosed in the SEC Documents (the "Financial Statements")
  complied as to form in all material respects with applicable accounting requirements
  and the published rules and regulations of the SEC with respect thereto. Such
  financial statements have been prepared in accordance with generally accepted
  accounting principles, consistently applied, during the periods involved (except
  (i) as may be otherwise indicated in such Financial Statements or the notes
  thereto, or (ii) in the case of unaudited interim statements, to the extent
  they may exclude footnotes or may be condensed or summary statements) and, fairly
  present in all material respects the financial position of the Company as of
  the dates thereof and the results of its operations and cash flows for the periods
  then ended (subject, in the case of unaudited statements, to normal year-end
  audit adjustments). No other information provided by or on behalf of the Company
  to the Buyer which is not included in the SEC Documents, including, without
  limitation, information referred to in this Agreement, contains any untrue statement
  of a material fact or omits to state any material fact necessary in order to
  make the statements therein, in the light of the circumstances under which they
  were made, not misleading. 

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

                                   (h)               
  Absence of Litigation. Except as disclosed in the SEC Documents, there
  is no action, suit, proceeding, inquiry or investigation before or by any court,
  public board, government agency, self-regulatory organization or body pending
  against or affecting the Company, the Common Stock or any of the Company's subsidiaries,
  wherein an unfavorable 

 8 








 decision, ruling or finding would (i) have a material adverse
  effect on the transactions contemplated hereby (ii) adversely affect the validity
  or enforceability of, or the authority or ability of the Company to perform
  its obligations under, this Agreement or any of the documents contemplated herein,
  or (iii) except as expressly disclosed in the SEC Documents, have a material
  adverse effect on the business, operations, properties, financial condition
  or results of operations of the Company and its subsidiaries taken as a whole.


                                   (i)               
  Acknowledgment Regarding Buyer's Purchase of the Convertible Debentures.
  The Company acknowledges and agrees that the Buyer(s) is acting solely in the
  capacity of an arm's length purchaser with respect to this Agreement and the
  transactions contemplated hereby. The Company further acknowledges that the
  Buyer(s) is not acting as a financial advisor or fiduciary of the Company (or
  in any similar capacity) with respect to this Agreement and the transactions
  contemplated hereby and any advice given by the Buyer(s) or any of their respective
  representatives or agents in connection with this Agreement and the transactions
  contemplated hereby is merely incidental to such Buyer's purchase of the Convertible
  Debentures or the Conversion Shares. The Company further represents to the Buyer
  that the Company's decision to enter into this Agreement has been based solely
  on the independent evaluation by the Company and its representatives. 

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

                                   (k)               
  No Integrated Offering. Neither the Company, nor any of its affiliates,
  nor any person acting on its or their behalf has, directly or indirectly, made
  any offers or sales of any security or solicited any offers to buy any security,
  under circumstances that would require registration of the Convertible Debentures
  or the Conversion Shares under the 1933 Act or cause this offering of the Convertible
  Debentures or the Conversion Shares to be integrated with prior offerings by
  the Company for purposes of the 1933 Act. 

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

                                   (m)               
  Intellectual Property Rights. The Company and its subsidiaries own or
  possess adequate rights or licenses to use all trademarks, trade names, service
  marks, service mark registrations, service names, patents, patent rights, copyrights,
  inventions, licenses, approvals, governmental authorizations, trade secrets
  and rights necessary to conduct their respective businesses as now conducted.
  The Company and its subsidiaries do not have any knowledge of any infringement
  by the Company or its subsidiaries of trademark, trade name rights, patents,
  patent rights, copyrights, inventions, licenses, service names, service marks,
  service mark registrations, trade secret or other similar rights of others,
  and, to the knowledge of the Company there is no claim, action or proceeding
  being made or brought against, or to the Company's knowledge, being threatened
  against, the Company or its subsidiaries regarding 

 9 








 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.


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

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

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

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

                                   (r)               
  Internal Accounting Controls. The Company and each of its subsidiaries
  maintain a system of internal accounting controls sufficient to provide reasonable
  assurance that (i) transactions are executed in accordance with management's
  general or specific authorizations, (ii) transactions are recorded as necessary
  to permit preparation of financial statements in conformity with generally accepted
  accounting principles and to maintain asset accountability, and (iii) the recorded
  amounts for assets is compared with the existing assets at reasonable intervals
  and appropriate action is taken with respect to any differences. 

                                   (s)               
  No Material Adverse Breaches, etc. Except as set forth in the SEC Documents,
  neither the Company nor any of its subsidiaries is subject to any charter, corporate
  or other legal restriction, or any judgment, decree, order, rule or regulation
  which in the judgment of the Company's officers has or is expected in the future
  to have a material adverse 

 10 








 effect on the business, properties, operations, financial
  condition, results of operations or prospects of the Company or its subsidiaries.
  Except as set forth in the SEC Documents, neither the Company nor any of its
  subsidiaries is in breach of any contract or agreement which breach, in the
  judgment of the Company's officers, has or is expected to have a material adverse
  effect on the business, properties, operations, financial condition, results
  of operations or prospects of the Company or its subsidiaries. 

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

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

                                   (v)               
  Fees and Rights of First Refusal. The Company is not obligated to offer
  the securities offered hereunder on a right of first refusal basis or otherwise
  to any third parties including, but not limited to, current or former shareholders
  of the Company, underwriters, brokers, agents or other third parties. 

                4.               
  COVENANTS. 

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

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


 11 








 and shall provide evidence of any such action so taken to
  the Buyers on or prior to the Closing Date. 

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

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

                                   (e)               
  Reservation of Shares. The Company shall take all action reasonably necessary
  to at all times have authorized, and reserved for the purpose of issuance, such
  number of shares of Common Stock as shall be necessary to effect the issuance
  of the Conversion Shares. If at any time the Company does not have available
  such shares of Common Stock as shall from time to time be sufficient to effect
  the conversion of all of the Conversion Shares of the Company shall call and
  hold a special meeting of the shareholders within sixty (60) days of such occurrence,
  for the sole purpose of increasing the number of shares authorized. The Company's
  management shall recommend to the shareholders to vote in favor of increasing
  the number of shares of Common Stock authorized. Management shall also vote
  all of its shares in favor of increasing the number of authorized shares of
  Common Stock. 

                                   (f)               
  Listings or Quotation. The Company shall promptly secure the listing
  or quotation of the Conversion Shares upon each national securities exchange,
  automated quotation system or The National Association of Securities Dealers
  Inc.'s Over-The-Counter Bulletin Board ("OTCBB") or other market, if
  any, upon which shares of Common Stock are then listed or quoted (subject to
  official notice of issuance) and shall use its best efforts to maintain, so
  long as any other shares of Common Stock shall be so listed, such listing of
  all Conversion Shares from time to time issuable under the terms of this Agreement.
  The Company shall maintain the Common Stock's authorization for quotation on
  the OTCBB. 

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

                                   (h)               
  The costs and expenses of the Buyer(s) and Butler Gonzalez LLP of Five Thousand
  Dollars ($5,000) shall be paid directly from the proceeds of the First Closing
  and the retainer of Kirkpatrick & Lockhart LLP of which Twelve Thousand
  Five Hundred Dollars ($12,500) shall be paid for by the Company directly from
  the gross proceeds of the First Closing 

 12 








 and Twelve Thousand Five Hundred Dollars ($12,500) shall be
  paid directly from the gross proceeds of the Second Closing.

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

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

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

                                   (l)               
  Restriction on Issuance of the Capital Stock. So long as any Convertible
  Debentures are outstanding, the Company shall not, without the prior written
  consent of the Buyer(s), issue or sell shares of Common Stock or Preferred Stock
  (i) without consideration or for a consideration per share less than the Bid
  Price of the Common Stock determined immediately prior to its issuance, (ii)
  any warrant, option, right, contract, call, or other security 

 13 








 instrument granting the holder thereof, the right to acquire
  Common Stock without consideration or for a consideration less than such Common
  Stock's Bid Price value determined immediately prior to it's issuance, (iii)
  enter into any security instrument granting the holder a security interest in
  any and all assets of the Company, or (iv) file any registration statement on
  Form S-8. 

                5.               
  TRANSFER AGENT INSTRUCTIONS. 

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

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

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

 14 





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

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

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

                                   (d)
                 The
  Company shall have filed a form UCC-1 with regard to the Pledged Property and
  Pledged Collateral as detailed in the Security Agreement dated the date hereof
  and provided proof of such filing to the Buyer(s).

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

                The
  obligation of the Buyer(s) hereunder to purchase the Convertible Debentures
  at the Closing is subject to the satisfaction, at or before the Closing Date,
  of each of the following conditions: 

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

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

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

 15 








 including, without limitation an update as of the Closing
  Dates regarding the representation contained in Section 3(c) above. 

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

                                   (e)               
  The Buyer(s) shall have received an opinion of counsel from Kirkpatrick &
  Lockhart, LLP in a form satisfactory to the Buyer(s). 

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


                                   (g)               
  As of the Closing Date, the Company shall have reserved out of its authorized
  and unissued Common Stock, solely for the purpose of effecting the conversion
  of the Convertible Debentures, shares of Common Stock to effect the conversion
  of all of the Conversion Shares then outstanding. 

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

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

                                   (j)
                 The
  Company shall have filed a form UCC-1 or such other forms as may be required
  to perfect the Buyer's interest in the Pledged Property and Pledged Collateral
  as detailed in the Security Agreement dated the date hereof and provided proof
  of such filing to the Buyer(s). 

                8.               
  INDEMNIFICATION. 

                                   (a)               
  In consideration of the Buyer's execution and delivery of this Agreement and
  acquiring the Convertible Debentures and the Conversion Shares hereunder, and
  in addition to all of the Company's other obligations under this Agreement,
  the Company shall defend, protect, indemnify and hold harmless the Buyer(s)
  and each other holder of the Convertible Debentures and the Conversion Shares,
  and all of their officers, directors, employees and agents (including, without
  limitation, those retained in connection with the transactions contemplated
  by this Agreement) (collectively, the "Buyer Indemnitees") from and against
  any and all actions, causes of action, suits, claims, losses, costs, penalties,
  fees, liabilities and damages, and expenses in connection therewith (irrespective
  of whether any such Buyer Indemnitee is a party to the action for which indemnification
  hereunder is sought), and including reasonable attorneys' fees and disbursements
  (the "Indemnified Liabilities"), incurred by the Buyer Indemnitees or
  any of them as a result of, or arising out of, or relating to (a) any misrepresentation
  or breach of any representation or warranty made by the Company in this Agreement,
  the Convertible Debentures or the Investor Registration Rights Agreement or
  any other certificate, instrument or document contemplated hereby or thereby,
  (b) any breach of any 

 16 








 covenant, agreement or obligation of the Company contained
  in this Agreement, or the Investor Registration Rights Agreement or any other
  certificate, instrument or document contemplated hereby or thereby, or (c) any
  cause of action, suit or claim brought or made against such Indemnitee and arising
  out of or resulting from the execution, delivery, performance or enforcement
  of this Agreement or any other instrument, document or agreement executed pursuant
  hereto by any of the Indemnities, any transaction financed or to be financed
  in whole or in part, directly or indirectly, with the proceeds of the issuance
  of the Convertible Debentures or the status of the Buyer or holder of the Convertible
  Debentures the Conversion Shares, as a Buyer of Convertible Debentures in the
  Company. To the extent that the foregoing undertaking by the Company may be
  unenforceable for any reason, the Company shall make the maximum contribution
  to the payment and satisfaction of each of the Indemnified Liabilities, which
  is permissible under applicable law. 

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

                9.               
  GOVERNING LAW: MISCELLANEOUS. 

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

                                   (b)               
  Counterparts. This Agreement may be executed in two or more identical
  counterparts, all of which shall be considered one and the same agreement and
  shall become effective when counterparts have been signed by each party and
  delivered to the other party. In the event any signature page is delivered by
  facsimile transmission, the party using such means 

 17 








 of delivery shall cause four (4) additional original executed
  signature pages to be physically delivered to the other party within five (5)
  days of the execution and delivery hereof. 

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


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

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

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

	 If to the Company, to:  	 EYI Industries, Inc.  
	  	 3960 Howard Hughes Parkway - Suite 500  
	  	 Las Vegas, Nevada 89109  
	  	 Attention:  	 Jay Sargeant, President  
	  	 Telephone:  	 (702) 296-8034  
	  	 Facsimile:  	 (604) 502-5144  
	  	 	 
	 With a copy to:  	 Kirkpatrick & Lockhart LLP  
	  	 201 South Biscayne Boulevard – Suite 2000 
    
	  	 Miami, FL  33131-2399  
	  	 Attention:  	 Clayton E. Parker, Esq.  
	  	 Telephone:  	 (305) 539-3300  
	  	 Facsimile:  	 (305) 358-7095  



18 




 

	 If to the Transfer Agent, to:  	 Pacific Stock Transfer  
	  	 500 E. Warm Springs Road - Suite 240  
	  	 Las Vegas, Nevada 89109  
	  	 Attention:  	 Valerie Killiens  
	  	 Telephone:  	 (702) 361-3033  
	  	 Facsimile:  	 (702) 433-1979  
	  	 	 
	 With Copy to:  	 Butler Gonzalez LLP  
	  	 1416 Morris Avenue - Suite 207  
	  	 Union, NJ 07083  
	  	 Attention:  	 David Gonzalez, Esq.  
	  	 Telephone:  	 (908) 810-8588  
	  	 Facsimile:  	 (908) 810-0973  




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

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

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

                                   (i)               
  Survival. Unless this Agreement is terminated under Section 9(l), the
  representations and warranties of the Company and the Buyer(s) contained in
  Sections 2 and 3, the agreements and covenants set forth in Sections 4, 5 and
  9, and the indemnification provisions set forth in Section 8, shall survive
  the Closing for a period of two (2) years following the date on which the Convertible
  Debentures are converted in full. The Buyer(s) shall be responsible only for
  its own representations, warranties, agreements and covenants hereunder. 

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

                                   (k)               
  Further Assurances. Each party shall do and perform, or cause to be done
  and performed, all such further acts and things, and shall execute and deliver
  all such other agreements, certificates, instruments and documents, as the other
  party may reasonably request 

 19 








 in order to carry out the intent and accomplish the purposes
  of this Agreement and the consummation of the transactions contemplated hereby.


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

                                   (m)               
  No Strict Construction. The language used in this Agreement will be deemed
  to be the language chosen by the parties to express their mutual intent, and
  no rules of strict construction will be applied against any party. 

 [REMAINDER PAGE INTENTIONALLY LEFT BLANK] 

 20 





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

	 	 COMPANY:  
	 	 EYI INDUSTRIES, INC.  
	 	 	  
	 	By: 	 "Jay Sargeant"  
	 	Name: 	 Jay Sargeant  
	 	Title: 	 President  



21 








 EXHIBIT A 

 FORM OF INVESTOR REGISTRATION RIGHTS AGREEMENT
  








 EXHIBIT B 

 FORM OF ESCROW AGREEMENT 








 EXHIBIT C 

 TRANSFER AGENT INSTRUCTIONS








 SCHEDULE I

 SCHEDULE OF BUYERS

	  	  	  	  	  	 Address/Facsimile  	  	 	 Amount of  
	 Name  	  	 Signature  	  	 Number of Buyer  	  	 	 Subscription  
	  	 	 	 	 	 	 	 	 
	 Cornell Capital Partners, LP  	  	 By:  	 Yorkville Advisors, LLC  	  	 101 Hudson Street – Suite 3700  	  	 $ 	 500,000  
	  	  	 Its:  	 General Partner  	  	  Jersey City, NJ 07303  	  	 	  
	  	  	  	  	  	 Facsimile:             (201)
      985-8266  	  	 	  
	  	 	 	 	 	 	 	 	 
	  	  	 By:  	 "Mark A. Angelo"  	  	  	  	 	  
	  	  	 Name:  	 Mark A. Angelo  	  	  	  	 	  
	  	  	 Its:  	 Portfolio Manager