Exhibit 10.18
                          REGISTRATION RIGHTS AGREEMENT


     REGISTRATION  RIGHTS  AGREEMENT (this  "AGREEMENT"),  dated as of April 16,
2003,  by and among  Torbay  Holdings,  Inc., a Delaware  corporation,  with its
headquarters  located at 4 Mulford Place,  Suite 2G,  Hempstead,  New York 11550
(the  "COMPANY"),  and each of the undersigned  (together with their  respective
affiliates  and any assignee or  transferee  of all of their  respective  rights
hereunder, the "INITIAL INVESTORS").

     WHEREAS:

     A. In connection  with the Securities  Purchase  Agreement by and among the
parties hereto of even date herewith (the "SECURITIES PURCHASE AGREEMENT"),  the
Company  has  agreed,  upon the terms and  subject to the  conditions  contained
therein,  to issue and sell to the Initial Investors (i) convertible  debentures
in the aggregate  principal  amount of up to Two Hundred Fifty Thousand  Dollars
($250,000) (the  "DEBENTURES") that are convertible into shares of the Company's
common stock (the "COMMON STOCK"), upon the terms and subject to the limitations
and conditions set forth in such  Debentures and (ii) warrants (the  "WARRANTS")
to acquire an aggregate of up to 500,000 shares of Common Stock,  upon the terms
and  conditions and subject to the  limitations  and conditions set forth in the
Warrants dated April 16, 2003; and

     B. To induce the Initial  Investors  to execute and deliver the  Securities
Purchase  Agreement,  the  Company  has agreed to provide  certain  registration
rights  under  the  Securities  Act of  1933,  as  amended,  and the  rules  and
regulations  thereunder,  or any similar  successor statute  (collectively,  the
"1933 ACT"), and applicable state securities laws;

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants  contained  herein  and other  good and  valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged,  the Company and each
of the Initial Investors hereby agree as follows:

1. DEFINITIONS.

     a. As used in this Agreement,  the following terms shall have the following
meanings:

               (I) "INVESTORS" means the Initial Investors and any transferee or
assignee  who agrees to become  bound by the  provisions  of this  Agreement  in
accordance with Section 9 hereof.

               (II)  "REGISTER,"  "REGISTERED,"  and  "REGISTRATION"  refer to a
registration  effected  by  preparing  and filing a  Registration  Statement  or
Statements  in  compliance  with the 1933 Act and pursuant to Rule 415 under the
1933 Act or any successor rule providing for offering securities on a continuous
basis ("RULE 415"),  and the  declaration or ordering of  effectiveness  of such
Registration  Statement by the United States Securities and Exchange  Commission
(the "SEC").

     (III)  "REGISTRABLE  SECURITIES"  means  the  Conversion  Shares  issued or
issuable upon  conversion  or otherwise  pursuant to the  Debentures  including,
without  limitation,


<PAGE>



Damages Shares (as defined in the Debentures) issued or issuable pursuant to the
Debentures, shares of Common Stock issued or issuable in payment of the Standard
Liquidated  Damages  Amount (as defined in the Securities  Purchase  Agreement),
shares  issued or  issuable  in  respect of  interest  or in  redemption  of the
Debentures in accordance  with the terms thereof) and Warrant  Shares  issuable,
upon  exercise or  otherwise  pursuant to the Warrants and any shares of capital
stock issued or issuable as a dividend on or in exchange  for or otherwise  with
respect to any of the foregoing.

          (IV)  "REGISTRATION  STATEMENT" means a registration  statement of the
Company under the 1933 Act.

     B.  Capitalized  terms used herein and not otherwise  defined  herein shall
have the respective  meanings set forth in the Securities  Purchase Agreement or
the Convertible Debenture.

2. REGISTRATION.

     A. MANDATORY  REGISTRATION.  The Company shall prepare, and, on or prior to
the earlier to occur of (i) ten (10) days from the  Funding  Date (as defined in
the Section 1(d) of the  Securities  Purchase  Agreement)  occurring in December
2003 or (ii) thirty (30) days from the date of termination  of this  transaction
as set forth in Section 1(d) of the Securities  Purchase Agreement (such earlier
date  being  referred  to  herein  as the  "FILING  DATE"),  file with the SEC a
Registration  Statement on Form S-3 (or, if Form S-3 is not then  available,  on
such  form  of  Registration   Statement  as  is  then  available  to  effect  a
registration  of the  Registrable  Securities,  subject  to the  consent  of the
Initial Investors, which consent will not be unreasonably withheld) covering the
resale of the  Registrable  Securities  underlying  the  Debentures and Warrants
issued  or  issuable  pursuant  to  the  Securities  Purchase  Agreement,  which
Registration Statement, to the extent allowable under the 1933 Act and the rules
and regulations  promulgated  thereunder  (including Rule 416), shall state that
such Registration  Statement also covers such indeterminate number of additional
shares of Common Stock as may become  issuable  upon  conversion of or otherwise
pursuant to the  Debentures  and  exercise of the  Warrants to prevent  dilution
resulting from stock splits, stock dividends or similar transactions. The number
of shares of Common  Stock  initially  included in such  Registration  Statement
shall be no less than an amount  equal to two (2) times the sum of the number of
Conversion  Shares that are then  issuable  upon  conversion  of the  Debentures
(based on the Variable  Conversion Price as would then be in effect and assuming
the Variable  Conversion  Price is the Conversion  Price at such time),  and the
number of Warrant  Shares that are then  issuable upon exercise of the Warrants,
without  regard to any  limitation  on the  Investor's  ability to  convert  the
Debentures or exercise the Warrants. The Company acknowledges that the number of
shares initially included in the Registration  Statement represents a good faith
estimate  of the  maximum  number  of shares  issuable  upon  conversion  of the
Debentures and upon exercise of the Warrants.

     B.  UNDERWRITTEN  OFFERING.  If any  offering  pursuant  to a  Registration
Statement pursuant to Section 2(a) hereof involves an underwritten offering, the
Investors who hold a majority in interest of the Registrable  Securities subject
to such underwritten offering, with the consent of a majority-in-interest of the
Initial  Investors,  shall  have the right to select  one legal  counsel  and an
investment banker or bankers and manager or managers to administer the


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offering,  which  investment  banker or bankers or manager or managers  shall be
reasonably satisfactory to the Company.

     C.  PAYMENTS  BY THE  COMPANY.  The Company  shall use its best  efforts to
obtain  effectiveness of the Registration  Statement as soon as practicable.  If
(i) the Registration  Statement(s) covering the Registrable  Securities required
to be filed by the Company  pursuant to Section  2(a) hereof is not filed by the
Filing  Date or  declared  effective  by the SEC on or prior to ninety (90) days
from Filing Date,  or (ii) after the  Registration  Statement  has been declared
effective by the SEC, sales of all of the Registrable  Securities cannot be made
pursuant to the Registration  Statement, or (iii) the Common Stock is not listed
or included for quotation on the Nasdaq National Market  ("NASDAQ"),  the Nasdaq
SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or
the American  Stock  Exchange (the "AMEX") after being so listed or included for
quotation,  or (iv) the Common Stock ceases to be traded on the Over-the-Counter
Bulletin  Board (the "OTCBB") prior to being listed or included for quotation on
one of the  aforementioned  markets,  then the Company will make payments to the
Investors in such amounts and at such times as shall be  determined  pursuant to
this Section 2(c) as partial  relief for the damages to the  Investors by reason
of any such  delay in or  reduction  of their  ability  to sell the  Registrable
Securities (which remedy shall not be exclusive of any other remedies  available
at law or in equity).  The Company shall pay to each holder of the Debentures or
Registrable  Securities an amount equal to the then outstanding principal amount
of the Debentures  (and, in the case of holders of Registrable  Securities,  the
principal  amount of  Debentures  from which such  Registrable  Securities  were
converted)  ("OUTSTANDING  PRINCIPAL  AMOUNT"),  multiplied  by  the  Applicable
Percentage  (as  defined  below)  times  the sum of:  (i) the  number  of months
(prorated  for  partial  months)  after  the  Filing  Date  or  the  end  of the
aforementioned  ninety  (90) day period  and prior to the date the  Registration
Statement is declared effective by the SEC, provided,  however, that there shall
be excluded from such period any delays which are solely attributable to changes
required  by the  Investors  in  the  Registration  Statement  with  respect  to
information relating to the Investors, including, without limitation, changes to
the plan of  distribution,  or to the failure of the  Investors to conduct their
review  of the  Registration  Statement  pursuant  to  Section  3(h)  below in a
reasonably  prompt  manner;  (ii) the  number of months  (prorated  for  partial
months) that sales of all of the Registrable  Securities cannot be made pursuant
to the Registration Statement after the Registration Statement has been declared
effective (including, without limitation, when sales cannot be made by reason of
the Company's  failure to properly  supplement or amend the prospectus  included
therein in accordance with the terms of this  Agreement,  but excluding any days
during an Allowed  Delay (as defined in Section  3(f));  and (iii) the number of
months  (prorated  for partial  months)  that the Common  Stock is not listed or
included for quotation on the OTCBB,  Nasdaq,  Nasdaq SmallCap,  NYSE or AMEX or
that  trading  thereon  is halted  after  the  Registration  Statement  has been
declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02).
(For example,  if the  Registration  Statement  becomes  effective one (1) month
after the end of such thirty-day  period,  the Company would pay $5,000 for each
$250,000 of Outstanding Principal Amount. If thereafter, sales could not be made
pursuant  to the  Registration  Statement  for an  additional  period of one (1)
month,  the  Company  would  pay an  additional  $5,000  for  each  $250,000  of
Outstanding  Principal  Amount.)  Such amounts shall be paid in cash or, at each
Investor's  option, in shares of Common Stock priced at the Conversion Price (as
defined in the Debentures) on such payment date.



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<PAGE>


     D. PIGGY-BACK  REGISTRATIONS.  Subject to the last sentence of this Section
2(d),  if at any time prior to the  expiration  of the  Registration  Period (as
hereinafter  defined)  the  Company  shall  determine  to  file  with  the SEC a
Registration  Statement  relating  to an  offering  for its own  account  or the
account of others under the 1933 Act of any of its equity securities (other than
on Form S-4 or Form S-8 or their then equivalents  relating to equity securities
to be issued solely in connection with any acquisition of any entity or business
or equity securities  issuable in connection with stock option or other employee
benefit  plans),  the  Company  shall send to each  Investor  who is entitled to
registration rights under this Section 2(d) written notice of such determination
and, if within fifteen (15) days after the effective  date of such notice,  such
Investor  shall so  request  in  writing,  the  Company  shall  include  in such
Registration  Statement  all or any  part  of the  Registrable  Securities  such
Investor  requests  to be  registered,  except that if, in  connection  with any
underwritten  public  offering  for the  account  of the  Company  the  managing
underwriter(s)  thereof  shall  impose a  limitation  on the number of shares of
Common Stock which may be included in the  Registration  Statement  because,  in
such  underwriter(s)'   judgment,   marketing  or  other  factors  dictate  such
limitation  is necessary to  facilitate  public  distribution,  then the Company
shall be obligated to include in such  Registration  Statement only such limited
portion of the  Registrable  Securities  with respect to which such Investor has
requested  inclusion hereunder as the underwriter shall permit. Any exclusion of
Registrable  Securities  shall be made pro rata among the  Investors  seeking to
include  Registrable  Securities  in  proportion  to the  number of  Registrable
Securities sought to be included by such Investors;  PROVIDED, HOWEVER, that the
Company  shall not exclude  any  Registrable  Securities  unless the Company has
first excluded all outstanding securities, the holders of which are not entitled
to  inclusion  of such  securities  in such  Registration  Statement  or are not
entitled to pro rata inclusion with the  Registrable  Securities;  and provided,
FURTHER,  HOWEVER,  that,  after  giving  effect  to the  immediately  preceding
proviso,  any exclusion of  Registrable  Securities  shall be made pro rata with
holders of other  securities  having the right to include such securities in the
Registration Statement other than holders of securities entitled to inclusion of
their securities in such Registration Statement by reason of demand registration
rights.  No right to registration of Registrable  Securities  under this Section
2(d) shall be construed to limit any  registration  required  under Section 2(a)
hereof.  If an  offering  in  connection  with which an  Investor is entitled to
registration  under this Section  2(d) is an  underwritten  offering,  then each
Investor  whose  Registrable   Securities  are  included  in  such  Registration
Statement shall,  unless  otherwise  agreed by the Company,  offer and sell such
Registrable Securities in an underwritten offering using the same underwriter or
underwriters and, subject to the provisions of this Agreement, on the same terms
and  conditions  as other shares of Common Stock  included in such  underwritten
offering.  Notwithstanding  anything  to the  contrary  set  forth  herein,  the
registration rights of the Investors pursuant to this Section 2(d) shall only be
available in the event the Company fails to timely file, obtain effectiveness or
maintain  effectiveness  of any  Registration  Statement to be filed pursuant to
Section 2(a) in accordance with the terms of this Agreement.

E.  ELIGIBILITY  FOR FORM S-3, SB-2 OR S-1:  CONVERSION TO FORM S-3. The Company
represents and warrants that it meets the  requirements for the use of Form S-3,
SB-2 or S-1 for registration of the sale by the Initial  Investors and any other
Investors of the Registrable Securities.  The Company agrees to file all reports
required  to be filed by the  Company  with the SEC in a timely  manner so as to
remain  eligible  or become  eligible,  as the case may be,  and  thereafter  to
maintain  its  eligibility,  for the  use of Form  S-3.  If the  Company  is not
currently  eligible to use Form S-3, not later than five (5) business days after
the  Company  first  meets  the



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<PAGE>


registration  eligibility and transaction  requirements  for the use of Form S-3
(or any successor  form) for  registration  of the offer and sale by the Initial
Investors and any other Investors of Registrable  Securities,  the Company shall
file a Registration  Statement on Form S-3 (or such successor form) with respect
to the Registrable Securities covered by the Registration Statement on Form SB-2
or Form S-1,  whichever  is  applicable,  filed  pursuant  to Section  2(a) (and
include in such Registration  Statement on Form S-3 the information  required by
Rule 429 under the 1933 Act) or convert the Registration  Statement on Form SB-2
or Form S-1,  whichever is applicable,  filed pursuant to Section 2(a) to a Form
S-3  pursuant  to Rule  429  under  the  1933 Act and  cause  such  Registration
Statement (or such amendment) to be declared  effective no later than forty-five
(45)  days  after  filing.  In the  event  of a  breach  by the  Company  of the
provisions of this Section  2(e),  the Company will be required to make payments
pursuant to Section 2(c) hereof.

3. OBLIGATIONS OF THE COMPANY.

     In connection  with the  registration of the  Registrable  Securities,  the
Company shall have the following obligations:

     A. The Company shall prepare promptly, and file with the SEC not later than
the  Filing  Date,  a  Registration  Statement  with  respect  to the  number of
Registrable  Securities  provided in Section 2(a),  and  thereafter use its best
efforts to cause such Registration  Statement relating to Registrable Securities
to become  effective as soon as possible after such filing but in no event later
than ninety (90) days from the Filing Date), and keep the Registration Statement
effective pursuant to Rule 415 at all times until such date as is the earlier of
(i) the date on which all of the Registrable  Securities have been sold and (ii)
the date on which the  Registrable  Securities (in the opinion of counsel to the
Initial Investors) may be immediately sold to the public without registration or
restriction  (including  without limitation as to volume by each holder thereof)
under the 1933 Act (the "REGISTRATION  PERIOD"),  which  Registration  Statement
(including  any  amendments or supplements  thereto and  prospectuses  contained
therein)  shall not contain any untrue  statement of a material  fact or omit to
state a material  fact required to be stated  therein,  or necessary to make the
statements therein not misleading.

     B.  The  Company  shall  prepare  and file  with  the SEC  such  amendments
(including  post-effective  amendments)  and  supplements  to  the  Registration
Statements  and  the  prospectus  used  in  connection  with  the   Registration
Statements as may be necessary to keep the Registration  Statements effective at
all times during the Registration  Period, and, during such period,  comply with
the  provisions  of  the  1933  Act  with  respect  to  the  disposition  of all
Registrable  Securities of the Company  covered by the  Registration  Statements
until such time as all of such  Registrable  Securities have been disposed of in
accordance  with the intended  methods of  disposition  by the seller or sellers
thereof as set forth in the Registration Statements.  In the event the number of
shares available under a Registration Statement filed pursuant to this Agreement
is insufficient to cover all of the  Registrable  Securities  issued or issuable
upon  conversion of the  Debentures  and exercise of the  Warrants,  the Company
shall amend the Registration Statement, or file a new Registration Statement (on
the short form available therefor,  if applicable),  or both, so as to cover all
of the Registrable Securities, in each case, as soon as practicable,  but in any
event within fifteen (15) days after the necessity therefor arises (based on the
market price of the Common Stock and other relevant factors on which the Company
reasonably elects to rely). The Company shall use its best efforts to cause such



                                      -5-
<PAGE>


amendment  and/or new  Registration  Statement  to become  effective  as soon as
practicable  following the filing  thereof,  but in any event within thirty (30)
days  after  the date on which  the  Company  reasonably  first  determines  (or
reasonably should have determined) the need therefor.  The provisions of Section
2(c) above shall be applicable with respect to such obligation,  with the ninety
(90) days  running  from the day the Company  reasonably  first  determines  (or
reasonably should have determined) the need therefor.

     C. The Company shall furnish to each Investor whose Registrable  Securities
are included in a Registration Statement and its legal counsel (i) promptly (but
in no event more than two (2)  business  days)  after the same is  prepared  and
publicly  distributed,  filed with the SEC, or received by the Company, one copy
of each  Registration  Statement and any  amendment  thereto,  each  preliminary
prospectus and prospectus and each amendment or supplement thereto,  and, in the
case of the  Registration  Statement  referred to in Section  2(a),  each letter
written by or on behalf of the  Company to the SEC or the staff of the SEC,  and
each item of  correspondence  from the SEC or the staff of the SEC, in each case
relating to such  Registration  Statement (other than any portion of any thereof
which  contains  information  for  which the  Company  has  sought  confidential
treatment),  and (ii) promptly (but in no event more than two (2) business days)
after the Registration  Statement is declared  effective by the SEC, such number
of  copies  of  a  prospectus,  including  a  preliminary  prospectus,  and  all
amendments and supplements thereto and such other documents as such Investor may
reasonably  request in order to facilitate the  disposition  of the  Registrable
Securities  owned by such  Investor.  The Company will  immediately  notify each
Investor by facsimile of the effectiveness of each Registration Statement or any
post-effective  amendment.  The Company will promptly (but in no event more than
five (5) business  days)  respond to any and all comments  received from the SEC
(which comments shall promptly be made available to the Investors upon request),
with a view towards causing each Registration Statement or any amendment thereto
to be declared effective by the SEC as soon as practicable,  shall promptly file
an  acceleration  request as soon as practicable  (but in no event more than two
(2) business days) following the resolution or clearance of all SEC comments or,
if  applicable,  following  notification  by the SEC that any such  Registration
Statement  or any  amendment  thereto  will not be  subject  to review and shall
promptly file with the SEC a final  prospectus as soon as practicable (but in no
event more than two (2) business days) following receipt by the Company from the
SEC of an order declaring the Registration Statement effective.  In the event of
a breach by the Company of the provisions of this Section 3(c), the Company will
be required to make payments pursuant to Section 2(c) hereof.

     D. The Company shall use reasonable efforts to (i) register and qualify the
Registrable  Securities covered by the Registration  Statements under such other
securities or "blue sky" laws of such  jurisdictions in the United States as the
Investors who hold a majority in interest of the  Registrable  Securities  being
offered reasonably  request,  (ii) prepare and file in those  jurisdictions such
amendments  (including  post-effective   amendments)  and  supplements  to  such
registrations   and   qualifications   as  may  be  necessary  to  maintain  the
effectiveness  thereof  during the  Registration  Period,  (iii) take such other
actions as may be necessary to maintain such registrations and qualifications in
effect at all times  during  the  Registration  Period,  and (iv) take all other
actions reasonably necessary or advisable to qualify the Registrable  Securities
for sale in such jurisdictions; PROVIDED, HOWEVER, that the Company shall not be
required in connection  therewith or as a condition thereto to (a) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify
but for this Section 3(d),  (b) subject  itself to general  taxation



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<PAGE>


in any such  jurisdiction,  (c) file a general  consent to service of process in
any such jurisdiction, (d) provide any undertakings that cause the Company undue
expense or burden,  or (e) make any  change in its  charter or bylaws,  which in
each case the Board of Directors of the Company determines to be contrary to the
best interests of the Company and its stockholders.

     E.  In  the  event  Investors  who  hold  a  majority-in-interest   of  the
Registrable  Securities  being  offered in the offering  (with the approval of a
majority-in-interest  of the  Initial  Investors)  select  underwriters  for the
offering,  the Company  shall enter into and  perform its  obligations  under an
underwriting  agreement,  in  usual  and  customary  form,  including,   without
limitation,  customary  indemnification and contribution  obligations,  with the
underwriters of such offering.

     F. As promptly  as  practicable  after  becoming  aware of such event,  the
Company shall notify each  Investor of the happening of any event,  of which the
Company  has  knowledge,  as a result of which the  prospectus  included  in any
Registration  Statement,  as then in effect,  includes an untrue  statement of a
material fact or omission to state a material fact required to be stated therein
or necessary to make the  statements  therein not  misleading,  and use its best
efforts  promptly  to prepare a  supplement  or  amendment  to any  Registration
Statement to correct such untrue statement or omission,  and deliver such number
of copies of such  supplement or amendment to each Investor as such Investor may
reasonably  request;  provided  that,  for not more  than  ten (10)  consecutive
trading days (or a total of not more than twenty (20) trading days in any twelve
(12) month period),  the Company may delay the disclosure of material non-public
information  concerning  the  Company  (as well as  prospectus  or  Registration
Statement  updating)  the  disclosure  of which at the time is not,  in the good
faith opinion of the Company,  in the best interests of the Company (an "ALLOWED
DELAY");  provided,  further,  that the Company  shall  promptly  (i) notify the
Investors  in writing of the  existence  of (but in no event,  without the prior
written consent of an Investor,  shall the Company disclose to such investor any
of the facts or circumstances  regarding) material non-public information giving
rise to an Allowed  Delay and (ii) advise the  Investors in writing to cease all
sales under such Registration Statement until the end of the Allowed Delay. Upon
expiration of the Allowed  Delay,  the Company shall again be bound by the first
sentence  of this  Section  3(f) with  respect to the  information  giving  rise
thereto.

     G. The Company  shall use its best  efforts to prevent the  issuance of any
stop order or other suspension of  effectiveness of any Registration  Statement,
and, if such an order is issued,  to obtain the  withdrawal of such order at the
earliest  possible  moment and to notify  each  Investor  who holds  Registrable
Securities  being  sold  (or,  in the  event of an  underwritten  offering,  the
managing underwriters) of the issuance of such order and the resolution thereof.

     H. The  Company  shall  permit a single firm of counsel  designated  by the
Initial Investors to review such  Registration  Statement and all amendments and
supplements  thereto (as well as all requests for  acceleration or effectiveness
thereof) a reasonable period of time prior to their filing with the SEC, and not
file any  document in a form to which such counsel  reasonably  objects and will
not request acceleration of such Registration  Statement without prior notice to
such counsel.  The sections of such Registration  Statement covering information
with respect to the Investors, the Investor's beneficial ownership of securities
of the Company or the Investors  intended  method of  disposition of Registrable
Securities  shall conform to the information  provided to the Company by each of
the Investors.



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<PAGE>



     I. The Company shall make  generally  available to its security  holders as
soon as practicable,  but not later than ninety (90) days after the close of the
period  covered  thereby,  an earnings  statement  (in form  complying  with the
provisions  of Rule 158 under  the 1933  Act)  covering  a  twelve-month  period
beginning  not later than the first day of the  Company's  fiscal  quarter  next
following the effective date of the Registration Statement.

     J. At the request of any Investor,  the Company shall furnish,  on the date
that Registrable Securities are delivered to an underwriter, if any, for sale in
connection with any Registration  Statement or, if such securities are not being
sold by an  underwriter,  on the date of  effectiveness  thereof (i) an opinion,
dated as of such date,  from  counsel  representing  the Company for purposes of
such  Registration  Statement,  in form,  scope and substance as is  customarily
given in an underwritten public offering, addressed to the underwriters, if any,
and the  Investors  and (ii) a  letter,  dated  such  date,  from the  Company's
independent certified public accountants in form and substance as is customarily
given  by  independent  certified  public  accountants  to  underwriters  in  an
underwritten  public offering,  addressed to the  underwriters,  if any, and the
Investors.

     K. The Company  shall make  available  for  inspection by (i) any Investor,
(ii) any underwriter participating in any disposition pursuant to a Registration
Statement,  (iii) one firm of  attorneys  and one firm of  accountants  or other
agents  retained by the Initial  Investors,  (iv) one firm of attorneys  and one
firm of accountants or other agents retained by all other Investors, and (v) one
firm  of  attorneys  retained  by  all  such  underwriters  (collectively,   the
"INSPECTORS") all pertinent financial and other records, and pertinent corporate
documents and properties of the Company,  including without limitation,  records
of conversions by other holders of convertible  securities issued by the Company
and  the  issuance  of  stock  to  such  holders  pursuant  to  the  conversions
(collectively,  the "RECORDS"),  as shall be reasonably deemed necessary by each
Inspector to enable each Inspector to exercise its due diligence responsibility,
and cause  the  Company's  officers,  directors  and  employees  to  supply  all
information which any Inspector may reasonably  request for purposes of such due
diligence;  PROVIDED,  HOWEVER, that each Inspector shall hold in confidence and
shall not make any  disclosure  (except to an  Investor)  of any Record or other
information which the Company  determines in good faith to be confidential,  and
of which determination the Inspectors are so notified, unless (a) the disclosure
of such Records is necessary to avoid or correct a  misstatement  or omission in
any Registration Statement,  (b) the release of such Records is ordered pursuant
to a  subpoena  or other  order  from a court or  government  body of  competent
jurisdiction,  or (c) the  information  in such Records has been made  generally
available  to the public  other than by  disclosure  in violation of this or any
other agreement.  The Company shall not be required to disclose any confidential
information  in such Records to any  Inspector  until and unless such  Inspector
shall  have  entered  into  confidentiality  agreements  (in form and  substance
satisfactory   to  the  Company)   with  the  Company   with  respect   thereto,
substantially  in the form of this Section 3(k).  Each  Investor  agrees that it
shall,  upon learning that disclosure of such Records is sought in or by a court
or  governmental  body of competent  jurisdiction  or through other means,  give
prompt notice to the Company and allow the Company, at its expense, to undertake
appropriate  action to prevent  disclosure  of, or to obtain a protective  order
for,  the  Records  deemed  confidential.   Nothing  herein  (or  in  any  other
confidentiality  agreement between the Company and any Investor) shall be deemed
to limit the Investor's ability to sell Registrable Securities in a manner which
is otherwise consistent with applicable laws and regulations.


                                      -8-
<PAGE>


     L. The Company  shall hold in  confidence  and not make any  disclosure  of
information concerning an Investor provided to the Company unless (i) disclosure
of such  information  is necessary  to comply with  federal or state  securities
laws, (ii) the disclosure of such information is necessary to avoid or correct a
misstatement  or omission in any  Registration  Statement,  (iii) the release of
such  information is ordered  pursuant to a subpoena or other order from a court
or governmental  body of competent  jurisdiction,  or (iv) such  information has
been  made  generally  available  to the  public  other  than by  disclosure  in
violation of this or any other agreement. The Company agrees that it shall, upon
learning that disclosure of such information concerning an Investor is sought in
or by a court or  governmental  body of competent  jurisdiction or through other
means, give prompt notice to such Investor prior to making such disclosure,  and
allow the Investor,  at its expense, to undertake  appropriate action to prevent
disclosure of, or to obtain a protective order for, such information.

     M. The Company shall (i) cause all the  Registrable  Securities  covered by
the Registration  Statement to be listed on each national securities exchange on
which  securities  of the same class or series  issued by the  Company  are then
listed, if any, if the listing of such Registrable  Securities is then permitted
under the rules of such  exchange,  or (ii) to the extent the  securities of the
same class or series  are not then  listed on a  national  securities  exchange,
secure the designation and quotation,  of all the Registrable Securities covered
by the  Registration  Statement  on Nasdaq or, if not  eligible  for Nasdaq,  on
Nasdaq SmallCap or, if not eligible for Nasdaq or Nasdaq SmallCap,  on the OTCBB
and, without  limiting the generality of the foregoing,  to arrange for at least
two market  makers to  register  with the  National  Association  of  Securities
Dealers, Inc. ("NASD") as such with respect to such Registrable Securities.

     N. The Company shall provide a transfer agent and registrar, which may be a
single entity, for the Registrable  Securities not later than the effective date
of the Registration Statement.

     O. The Company shall  cooperate  with the  Investors  who hold  Registrable
Securities being offered and the managing  underwriter or underwriters,  if any,
to facilitate the timely  preparation and delivery of certificates  (not bearing
any  restrictive  legends)  representing  Registrable  Securities  to be offered
pursuant to a Registration  Statement and enable such certificates to be in such
denominations  or amounts,  as the case may be, as the managing  underwriter  or
underwriters,  if any, or the Investors may reasonably request and registered in
such names as the managing underwriter or underwriters, if any, or the Investors
may request, and, within three (3) business days after a Registration  Statement
which  includes  Registrable  Securities  is ordered  effective  by the SEC, the
Company shall deliver,  and shall cause legal counsel selected by the Company to
deliver,  to the transfer agent for the Registrable  Securities  (with copies to
the Investors  whose  Registrable  Securities are included in such  Registration
Statement)  an  instruction  in the form  attached  hereto  as  EXHIBIT 1 and an
opinion of such counsel in the form attached hereto as EXHIBIT 2.

     P.  At  the  request  of  the  holders  of a  majority-in-interest  of  the
Registrable  Securities,  the Company  shall  prepare and file with the SEC such
amendments   (including   post-effective   amendments)   and  supplements  to  a
Registration   Statement  and  any  prospectus   used  in  connection  with  the
Registration  Statement  as may be  necessary  in  order to  change  the plan of
distribution set forth in such Registration Statement.

                                      -9-
<PAGE>

     Q. From and after the date of this  Agreement,  the Company  shall not, and
shall not agree to,  allow the  holders  of any  securities  of the  Company  to
include any of their securities in any Registration Statement under Section 2(a)
hereof or any amendment or supplement  thereto under Section 3(b) hereof without
the  consent  of  the  holders  of a  majority-in-interest  of  the  Registrable
Securities.

     R. The  Company  shall  take all  other  reasonable  actions  necessary  to
expedite and facilitate  disposition by the Investors of Registrable  Securities
pursuant to a Registration Statement.

4. OBLIGATIONS OF THE INVESTORS.

     In connection  with the  registration of the  Registrable  Securities,  the
Investors shall have the following obligations:

     A. It shall be a condition  precedent to the  obligations of the Company to
complete  the  registration  pursuant  to this  Agreement  with  respect  to the
Registrable Securities of a particular Investor that such Investor shall furnish
to the Company such information  regarding  itself,  the Registrable  Securities
held by it and the intended method of disposition of the Registrable  Securities
held by it as shall be reasonably  required to effect the  registration  of such
Registrable  Securities and shall execute such documents in connection with such
registration as the Company may reasonably  request. At least three (3) business
days prior to the first anticipated  filing date of the Registration  Statement,
the Company shall notify each Investor of the information  the Company  requires
from each such Investor.

     B.  Each  Investor,  by  such  Investor's  acceptance  of  the  Registrable
Securities,  agrees to cooperate with the Company as reasonably requested by the
Company  in  connection  with the  preparation  and  filing of the  Registration
Statements  hereunder,  unless such Investor has notified the Company in writing
of such  Investor's  election  to  exclude  all of such  Investor's  Registrable
Securities from the Registration Statements.

     C. In the event Investors holding a majority-in-interest of the Registrable
Securities  being  registered  (with  the  approval  of the  Initial  Investors)
determine  to engage the services of an  underwriter,  each  Investor  agrees to
enter  into and  perform  such  Investor's  obligations  under  an  underwriting
agreement, in usual and customary form, including, without limitation, customary
indemnification and contribution  obligations,  with the managing underwriter of
such offering and take such other actions as are reasonably required in order to
expedite or facilitate the  disposition of the  Registrable  Securities,  unless
such Investor has notified the Company in writing of such Investor's election to
exclude all of such Investor's  Registrable  Securities  from such  Registration
Statement.

     D. Each Investor  agrees that,  upon receipt of any notice from the Company
of the  happening  of any event of the kind  described  in Section 3(f) or 3(g),
such Investor will immediately discontinue disposition of Registrable Securities
pursuant to the  Registration  Statement  covering such  Registrable  Securities
until  such  Investor's  receipt of the  copies of the  supplemented  or amended
prospectus  contemplated  by Section  3(f) or 3(g) and,  if so  directed  by the
Company,  such  Investor  shall  deliver to the  Company  (at the expense of the
Company) or


                                      -10-
<PAGE>


destroy (and deliver to the Company a certificate of destruction)  all copies in
such  Investor's  possession,   of  the  prospectus  covering  such  Registrable
Securities current at the time of receipt of such notice.

     E. No Investor may participate in any underwritten  registration  hereunder
unless such Investor (i) agrees to sell such Investor's  Registrable  Securities
on the basis provided in any  underwriting  arrangements  in usual and customary
form   entered   into  by  the  Company,   (ii)   completes   and  executes  all
questionnaires,  powers of attorney,  indemnities,  underwriting  agreements and
other  documents  reasonably  required  under  the  terms  of such  underwriting
arrangements,  and (iii)  agrees to pay its pro rata  share of all  underwriting
discounts  and  commissions  and any expenses in excess of those  payable by the
Company pursuant to Section 5 below.

5. EXPENSES OF REGISTRATION.

     All reasonable expenses, other than underwriting discounts and commissions,
incurred in connection with registrations, filings or qualifications pursuant to
Sections 2 and 3, including,  without limitation, all registration,  listing and
qualification  fees, printers and accounting fees, the fees and disbursements of
counsel  for the  Company,  and the  reasonable  fees and  disbursements  of one
counsel  selected by the Initial  Investors  pursuant to Sections  2(b) and 3(h)
hereof shall be borne by the Company.

6. INDEMNIFICATION.

     In the event any  Registrable  Securities  are  included in a  Registration
Statement under this Agreement:

     A. To the  extent  permitted  by law,  the  Company  will  indemnify,  hold
harmless  and defend (i) each  Investor who holds such  Registrable  Securities,
(ii) the directors,  officers,  partners,  employees, agents and each person who
controls  any  Investor  within the  meaning  of the 1933 Act or the  Securities
Exchange Act of 1934, as amended (the "1934 ACT"), if any, (iii) any underwriter
(as  defined  in the 1933  Act)  for the  Investors,  and  (iv)  the  directors,
officers,  partners, employees and each person who controls any such underwriter
within  the  meaning  of the  1933  Act or  the  1934  Act,  if  any  (each,  an
"INDEMNIFIED  PERSON"),  against any joint or several losses,  claims,  damages,
liabilities  or expenses  (collectively,  together with actions,  proceedings or
inquiries by any regulatory or self-regulatory  organization,  whether commenced
or  threatened,  in respect  thereof,  "CLAIMS") to which any of them may become
subject  insofar as such Claims  arise out of or are based upon:  (i) any untrue
statement  or alleged  untrue  statement  of a material  fact in a  Registration
Statement or the omission or alleged  omission to state  therein a material fact
required  to  be  stated  or  necessary  to  make  the  statements  therein  not
misleading;  (ii) any untrue statement or alleged untrue statement of a material
fact contained in any preliminary prospectus if used prior to the effective date
of such Registration Statement, or contained in the final prospectus (as amended
or  supplemented,  if the  Company  files any  amendment  thereof or  supplement
thereto with the SEC) or the omission or alleged  omission to state  therein any
material fact  necessary to make the  statements  made therein,  in light of the
circumstances  under which the statements therein were made, not misleading;  or
(iii) any  violation  or alleged  violation  by the Company of the 1933 Act, the
1934 Act, any other law,


                                      -11-
<PAGE>


including,  without  limitation,  any  state  securities  law,  or any  rule  or
regulation  thereunder  relating  to  the  offer  or  sale  of  the  Registrable
Securities  (the  matters in the  foregoing  clauses  (i) through  (iii)  being,
collectively,  "VIOLATIONS").  Subject to the  restrictions set forth in Section
6(c) with respect to the number of legal  counsel,  the Company shall  reimburse
the Indemnified  Person,  promptly as such expenses are incurred and are due and
payable,  for any reasonable legal fees or other reasonable expenses incurred by
them  in   connection   with   investigating   or  defending   any  such  Claim.
Notwithstanding  anything to the contrary contained herein, the  indemnification
agreement contained in this Section 6(a): (i) shall not apply to a Claim arising
out of or based upon a Violation which occurs in reliance upon and in conformity
with information  furnished in writing to the Company by any Indemnified  Person
or underwriter for such Indemnified  Person expressly for use in connection with
the preparation of such Registration  Statement or any such amendment thereof or
supplement  thereto, if such prospectus was timely made available by the Company
pursuant  to  Section  3(c)  hereof;  (ii)  shall not apply to  amounts  paid in
settlement of any Claim if such settlement is effected without the prior written
consent of the Company,  which consent shall not be unreasonably  withheld;  and
(iii) with respect to any preliminary prospectus, shall not inure to the benefit
of any Indemnified  Person if the untrue  statement or omission of material fact
contained in the  preliminary  prospectus was corrected on a timely basis in the
prospectus,  as then amended or  supplemented,  such  corrected  prospectus  was
timely made  available by the Company  pursuant to Section 3(c) hereof,  and the
Indemnified  Person was  promptly  advised in writing  not to use the  incorrect
prospectus  prior to the use giving  rise to a  Violation  and such  Indemnified
Person,  notwithstanding  such advice,  used it. Such indemnity  shall remain in
full force and effect  regardless of any  investigation  made by or on behalf of
the  Indemnified  Person  and shall  survive  the  transfer  of the  Registrable
Securities by the Investors pursuant to Section 9.

     B. In connection  with any  Registration  Statement in which an Investor is
participating, each such Investor agrees severally and not jointly to indemnify,
hold harmless and defend, to the same extent and in the same manner set forth in
Section 6(a), the Company, each of its directors, each of its officers who signs
the Registration Statement, each person, if any, who controls the Company within
the  meaning  of the 1933 Act or the 1934  Act,  any  underwriter  and any other
stockholder selling securities pursuant to the Registration  Statement or any of
its  directors  or  officers  or any person who  controls  such  stockholder  or
underwriter within the meaning of the 1933 Act or the 1934 Act (collectively and
together with an Indemnified Person, an "INDEMNIFIED PARTY"),  against any Claim
to which any of them may  become  subject,  under the 1933 Act,  the 1934 Act or
otherwise, insofar as such Claim arises out of or is based upon any Violation by
such  Investor,  in each case to the extent (and only to the  extent)  that such
Violation  occurs in reliance  upon and in conformity  with written  information
furnished to the Company by such Investor  expressly for use in connection  with
such  Registration  Statement;  and subject to Section 6(c) such  Investor  will
reimburse  any legal or other  expenses  (promptly as such expenses are incurred
and  are due and  payable)  reasonably  incurred  by  them  in  connection  with
investigating or defending any such Claim; PROVIDED, HOWEVER, that the indemnity
agreement  contained  in this  Section  6(b) shall not apply to amounts  paid in
settlement of any Claim if such settlement is effected without the prior written
consent of such  Investor,  which  consent shall not be  unreasonably  withheld;
PROVIDED,  FURTHER,  HOWEVER,  that the  Investor  shall be  liable  under  this
Agreement  (including  this  Section 6(b) and Section 7) for only that amount as
does not exceed the net  proceeds  to such  Investor  as a result of the sale of
Registrable Securities pursuant to such Registration  Statement.  Such indemnity
shall remain in full force and effect regardless of any



                                      -12-
<PAGE>


investigation  made by or on behalf of such Indemnified  Party and shall survive
the transfer of the Registrable  Securities by the Investors pursuant to Section
9.   Notwithstanding   anything   to  the   contrary   contained   herein,   the
indemnification  agreement  contained  in this  Section 6(b) with respect to any
preliminary  prospectus shall not inure to the benefit of any Indemnified  Party
if  the  untrue  statement  or  omission  of  material  fact  contained  in  the
preliminary  prospectus  was corrected on a timely basis in the  prospectus,  as
then amended or supplemented.

     C. Promptly  after receipt by an Indemnified  Person or  Indemnified  Party
under this Section 6 of notice of the commencement of any action  (including any
governmental  action),  such Indemnified Person or Indemnified Party shall, if a
Claim in respect thereof is to be made against any indemnifying party under this
Section  6,  deliver  to  the  indemnifying   party  a  written  notice  of  the
commencement  thereof,  and the  indemnifying  party  shall  have  the  right to
participate in, and, to the extent the  indemnifying  party so desires,  jointly
with any other indemnifying  party similarly  noticed,  to assume control of the
defense thereof with counsel mutually satisfactory to the indemnifying party and
the Indemnified  Person or the Indemnified  Party, as the case may be; PROVIDED,
HOWEVER, that an Indemnified Person or Indemnified Party shall have the right to
retain its own counsel with the fees and expenses to be paid by the indemnifying
party,  if, in the reasonable  opinion of counsel  retained by the  indemnifying
party,  the  representation  by  such  counsel  of  the  Indemnified  Person  or
Indemnified  Party and the  indemnifying  party  would be  inappropriate  due to
actual or  potential  differing  interests  between such  Indemnified  Person or
Indemnified  Party and any  other  party  represented  by such  counsel  in such
proceeding. The indemnifying party shall pay for only one separate legal counsel
for the Indemnified Persons or the Indemnified Parties, as applicable,  and such
legal counsel shall be selected by Investors holding a  majority-in-interest  of
the Registrable  Securities included in the Registration  Statement to which the
Claim  relates  (with the  approval  of a  majority-in-interest  of the  Initial
Investors),  if the Investors are entitled to indemnification  hereunder, or the
Company, if the Company is entitled to indemnification hereunder, as applicable.
The  failure  to  deliver  written  notice to the  indemnifying  party  within a
reasonable  time of the  commencement  of any such action shall not relieve such
indemnifying  party of any liability to the  Indemnified  Person or  Indemnified
Party under this Section 6, except to the extent that the indemnifying  party is
actually  prejudiced in its ability to defend such action.  The  indemnification
required  by this  Section 6 shall be made by  periodic  payments  of the amount
thereof  during the course of the  investigation  or defense,  as such  expense,
loss, damage or liability is incurred and is due and payable.

7. CONTRIBUTION.

         To  the  extent  any   indemnification  by  an  indemnifying  party  is
prohibited or limited by law, the indemnifying  party agrees to make the maximum
contribution  with respect to any amounts for which it would otherwise be liable
under Section 6 to the fullest extent permitted by law; PROVIDED,  HOWEVER, that
(i) no contribution shall be made under  circumstances where the maker would not
have been  liable for  indemnification  under the fault  standards  set forth in
Section  6, (ii) no  seller  of  Registrable  Securities  guilty  of  fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution  from any seller of Registrable  Securities who was not
guilty of such fraudulent  misrepresentation,  and (iii) contribution  (together
with any  indemnification  or other  obligations  under this  Agreement)  by



                                      -13-
<PAGE>

any  seller of  Registrable  Securities  shall be  limited  in amount to the net
amount of proceeds  received  by such  seller from the sale of such  Registrable
Securities.

8. REPORTS UNDER THE 1934 ACT.

         With a view to making  available to the  Investors the benefits of Rule
144  promulgated  under the 1933 Act or any other  similar rule or regulation of
the SEC that may at any time  permit the  investors  to sell  securities  of the
Company to the public without registration ("RULE 144"), the Company agrees to:

A. make and keep public information available, as those terms are understood and
defined in Rule 144;

B. file with the SEC in a timely manner all reports and other documents required
of the  Company  under  the 1933  Act and the  1934  Act so long as the  Company
remains subject to such  requirements  (it being  understood that nothing herein
shall limit the  Company's  obligations  under  Section  4(c) of the  Securities
Purchase  Agreement)  and the  filing of such  reports  and other  documents  is
required for the applicable provisions of Rule 144; and

C.  furnish  to  each  Investor  so  long  as  such  Investor  owns  Registrable
Securities,  promptly upon request,  (i) a written statement by the Company that
it has complied  with the reporting  requirements  of Rule 144, the 1933 Act and
the 1934 Act, (ii) a copy of the most recent  annual or quarterly  report of the
Company and such other reports and documents so filed by the Company,  and (iii)
such other information as may be reasonably requested to permit the Investors to
sell such securities pursuant to Rule 144 without registration.

9. ASSIGNMENT OF REGISTRATION RIGHTS.

         The rights under this Agreement  shall be  automatically  assignable by
the Investors to any transferee of all or any portion of Registrable  Securities
if: (i) the Investor agrees in writing with the transferee or assignee to assign
such rights,  and a copy of such  agreement is furnished to the Company within a
reasonable time after such assignment,  (ii) the Company is, within a reasonable
time after such transfer or assignment, furnished with written notice of (a) the
name and address of such  transferee or assignee,  and (b) the  securities  with
respect to which such  registration  rights are being  transferred  or assigned,
(iii)  following  such transfer or assignment,  the further  disposition of such
securities by the  transferee  or assignee is restricted  under the 1933 Act and
applicable  state  securities  laws,  (iv) at or  before  the time  the  Company
receives the written notice  contemplated  by clause (ii) of this sentence,  the
transferee or assignee  agrees in writing with the Company to be bound by all of
the  provisions  contained  herein,  (v) such  transfer  shall have been made in
accordance  with  the  applicable   requirements  of  the  Securities   Purchase
Agreement,  and (vi) such transferee  shall be an "ACCREDITED  INVESTOR" as that
term defined in Rule 501 of Regulation D promulgated under the 1933 Act.

10. AMENDMENT OF REGISTRATION RIGHTS.

         Provisions of this Agreement may be amended and the observance  thereof
may  be  waived  (either  generally  or  in a  particular  instance  and  either
retroactively or prospectively),  only with written consent of the Company, each
of the  Initial  Investors  (to the  extent  such  Initial




                                      -14-
<PAGE>

Investor still owns  Registrable  Securities)  and Investors who hold a majority
interest of the  Registrable  Securities.  Any  amendment or waiver  effected in
accordance  with this  Section 10 shall be binding  upon each  Investor  and the
Company.

11. MISCELLANEOUS.

A. A person  or  entity  is  deemed  to be a holder  of  Registrable  Securities
whenever such person or entity owns of record such  Registrable  Securities.  If
the Company receives conflicting instructions,  notices or elections from two or
more persons or entities with respect to the same  Registrable  Securities,  the
Company shall act upon the basis of  instructions,  notice or election  received
from the registered owner of such Registrable Securities.

B. Any notices required or permitted to be given under the terms hereof shall be
sent by certified or  registered  mail (return  receipt  requested) or delivered
personally or by courier (including a recognized  overnight delivery service) or
by facsimile and shall be effective five days after being placed in the mail, if
mailed by regular United States mail, or upon receipt,  if delivered  personally
or  by  courier  (including  a  recognized  overnight  delivery  service)  or by
facsimile,   in  each  case  addressed  to  a  party.  The  addresses  for  such
communications shall be:

                           If to the Company:

                           Torbay Holdings, Inc.
                           4 Mulford Place, Suite 2G
                           Hempstead, New York  11550
                           Attention:  William Thomas Large
                           Facsimile:  509-472-4654

                           With copy to:

                           Seth A. Farbman, PC
                           301 Eastwood Road
                           Woodmere, New York 11598
                           Attention:  Seth A. Farbman, Esq.
                           Facsimile:  516-569-6084

If to an Investor:  to the address set forth  immediately  below such Investor's
name on the signature pages to the Securities Purchase Agreement.

                           With a copy to:

                           Ballard Spahr Andrews & Ingersoll, LLP
                           1735 Market Street
                           51st Floor
                           Philadelphia, Pennsylvania  19103
                           Attention:  Gerald J. Guarcini, Esq.
                           Telephone:  215-865-8625
                           Facsimile:  215-864-8999
                           Email:  guarcini@ballardspahr.com


                                      -15-
<PAGE>


     C.  Failure  of any  party to  exercise  any  right or  remedy  under  this
Agreement or otherwise,  or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.

     D.  THIS  AGREEMENT  SHALL  BE  ENFORCED,  GOVERNED  BY  AND  CONSTRUED  IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES
OF  CONFLICT  OF  LAWS.  THE  PARTIES  HERETO  HEREBY  SUBMIT  TO THE  EXCLUSIVE
JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED NEW YORK, NEW YORK WITH
RESPECT TO ANY DISPUTE ARISING UNDER THIS AGREEMENT, THE AGREEMENTS ENTERED INTO
IN CONNECTION HEREWITH OR THE TRANSACTIONS  CONTEMPLATED HEREBY OR THEREBY. BOTH
PARTIES   IRREVOCABLY  WAIVE  THE  DEFENSE  OF  AN  INCONVENIENT  FORUM  TO  THE
MAINTENANCE OF SUCH SUIT OR PROCEEDING.  BOTH PARTIES FURTHER AGREE THAT SERVICE
OF  PROCESS  UPON A PARTY  MAILED BY FIRST  CLASS  MAIL SHALL BE DEEMED IN EVERY
RESPECT  EFFECTIVE  SERVICE  OF  PROCESS  UPON THE  PARTY  IN ANY  SUCH  SUIT OR
PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY'S RIGHT TO SERVE PROCESS IN
ANY  OTHER  MANNER   PERMITTED  BY  LAW.   BOTH  PARTIES   AGREE  THAT  A  FINAL
NON-APPEALABLE  JUDGMENT IN ANY SUCH SUIT OR PROCEEDING  SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN OTHER  JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER
LAWFUL  MANNER.  THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE  ARISING  UNDER
THIS  AGREEMENT  SHALL  BE  RESPONSIBLE  FOR ALL FEES  AND  EXPENSES,  INCLUDING
ATTORNEYS'  FEES,  INCURRED  BY THE  PREVAILING  PARTY IN  CONNECTION  WITH SUCH
DISPUTE.

     E. In the  event  that  any  provision  of this  Agreement  is  invalid  or
unenforceable  under any applicable  statute or rule of law, then such provision
shall be deemed  inoperative  to the extent that it may conflict  therewith  and
shall be deemed  modified  to  conform  with such  statute  or rule of law.  Any
provision  hereof which may prove invalid or  unenforceable  under any law shall
not affect the validity or enforceability of any other provision hereof.

     F. This  Agreement,  the Warrants  and the  Securities  Purchase  Agreement
(including all schedules and exhibits  thereto)  constitute the entire agreement
among the parties  hereto with respect to the subject matter hereof and thereof.
There are no  restrictions,  promises,  warranties or  undertakings,  other than
those set forth or  referred  to herein  and  therein.  This  Agreement  and the
Securities  Purchase Agreement supersede all prior agreements and understandings
among the parties hereto with respect to the subject matter hereof and thereof.

     G. Subject to the requirements of Section 9 hereof, this Agreement shall be
binding  upon and inure to the benefit of the parties and their  successors  and
assigns.

     H. The headings in this Agreement are for convenience of reference only and
shall not form part of, or affect the interpretation of, this Agreement.


                                      -16-
<PAGE>


     I. This  Agreement  may be  executed in two or more  counterparts,  each of
which shall be deemed an original but all of which shall  constitute one and the
same agreement and shall become effective when  counterparts have been signed by
each party and delivered to the other party. This Agreement,  once executed by a
party, may be delivered to the other party hereto by facsimile transmission of a
copy of this  Agreement  bearing the signature of the party so  delivering  this
Agreement.

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

     K.  Except  as   otherwise   provided   herein,   all  consents  and  other
determinations  to be made by the Investors  pursuant to this Agreement shall be
made by Investors holding a majority of the Registrable  Securities,  determined
as if the all of the Debentures  then  outstanding  have been converted into for
Registrable Securities.

     L.  The  Company  acknowledges  that  a  breach  by it of  its  obligations
hereunder will cause  irreparable  harm to each Investor by vitiating the intent
and purpose of the transactions  contemplated hereby.  Accordingly,  the Company
acknowledges  that the  remedy at law for breach of its  obligations  under this
Agreement will be inadequate and agrees,  in the event of a breach or threatened
breach by the Company of any of the provisions  under this Agreement,  that each
Investor shall be entitled,  in addition to all other available  remedies in law
or in  equity,  and  in  addition  to the  penalties  assessable  herein,  to an
injunction or injunctions  restraining,  preventing or curing any breach of this
Agreement and to enforce  specifically the terms and provisions hereof,  without
the necessity of showing  economic  loss and without any bond or other  security
being required.

     M. 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 OF PAGE INTENTIONALLY LEFT BLANK]




                                      -17-
<PAGE>



     IN WITNESS WHEREOF,  the Company and the undersigned Initial Investors have
caused this Agreement to be duly executed as of the date first above written.


TORBAY HOLDINGS, INC.


--------------------------------------
William Thomas Large
President and Chief Executive Officer



AJW PARTNERS, LLC
By:  SMS Group, LLC


--------------------------------------
Corey S. Ribotsky
Manager



NEW MILLENNIUM CAPITAL PARTNERS II, LLC
By:  First Street Manager II, LLC


--------------------------------------
Corey S. Ribotsky
Manager



AJW OFFSHORE, LTD.
By:  First Street Manager II, LLC


--------------------------------------
Corey S. Ribotsky
Manager


AJW QUALIFIED PARTNERS, LLC
By:  AJW Manager, LLC


------------------------------------
Corey S. Ribotsky
Manager


                                      -18-