EXHIBIT 10.13
                          SECURITIES PURCHASE AGREEMENT

     This  Securities  Purchase  Agreement  (this  "Agreement")  is  dated as of
                                                    ---------
January  30,  2004, among eLinear, Inc., a Delaware corporation (the "Company"),
                                                                      -------
and each purchaser identified on the signature pages hereto (each, including its
successors and assigns, a "Purchaser" and collectively the "Purchasers"); and
                           ---------                        ----------

     WHEREAS,  subject  to  the terms and conditions set forth in this Agreement
and  pursuant to Section 4(2) of the Securities Act (as defined below), and Rule
506  promulgated  thereunder,  the  Company  desires  to  issue and sell to each
Purchaser,  and  each  Purchaser, severally and not jointly, desires to purchase
from  the  Company in the aggregate, up to $2,500,000 shares of Common Stock and
Warrants  on  the  Closing  Date.

     NOW,  THEREFORE, IN CONSIDERATION of the mutual covenants contained in this
Agreement,  and  for  other  good  and  valuable  consideration  the receipt and
adequacy of which are hereby acknowledged, the Company and each Purchaser agrees
as  follows:

                                   ARTICLE I.
                                   DEFINITIONS

     1.1     Definitions  .  In  addition to the terms defined elsewhere in this
Agreement,  for  all  purposes  of  this Agreement, the following terms have the
meanings  indicated  in  this  Section  1.1:

          "Action"  shall  have  the  meaning  ascribed  to such term in Section
           ------
     3.1(j).

          "Affiliate"  means any Person that, directly or indirectly through one
           ---------
     or  more  intermediaries,  controls  or is controlled by or is under common
     control  with  a  Person as such terms are used in and construed under Rule
     144.  With  respect  to a Purchaser, any investment fund or managed account
     that  is managed on a discretionary basis by the same investment manager as
     such Purchaser will be deemed to be an Affiliate of such Purchaser.

          "Closing"  means  the  closing  of the purchase and sale of the Common
           -------
     Stock  and  the  Warrants  pursuant  to  Section  2.1.

          "Closing  Date"  means  the  Trading  Day  when all of the Transaction
           -------------
     Documents  have  been  executed  and  delivered  by  the applicable parties
     thereto, and all conditions precedent to (i) the Purchasers' obligations to
     pay  the  Subscription Amount and (ii) the Company's obligations to deliver
     the  Securities  have  been  satisfied  or  waived.

          "Closing  Price"  means  on  any particular date (a) the last reported
           --------------
     closing  bid  price  per  share of Common Stock on such date on the Trading
     Market (as reported by Bloomberg L.P. at 4:15 PM (New York time), or (b) if
     there  is  no  such  price  on such date, then the closing bid price on the
     Trading  Market  on  the


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     date  nearest preceding such date (as reported by Bloomberg L.P. at 4:15 PM
     (New  York  time)  for the closing bid price for regular session trading on
     such  day),  or (c) if the Common Stock is not then listed or quoted on the
     Trading  Market and if prices for the Common Stock are then reported in the
     "pink  sheets"  published  by  the  Pink  Sheets LLC (formerly the National
     Quotation  Bureau  Incorporated  (or  a  similar  organization  or  agency
     succeeding to its functions of reporting prices), the most recent bid price
     per  share  of the Common Stock so reported, or (d) if the shares of Common
     Stock  are  not  then  publicly  traded the fair market value of a share of
     Common Stock as determined by a qualified independent appraiser selected in
     good  faith  by the Purchasers of a majority in interest of the Shares then
     outstanding.

          "Commission"  means  the  Securities  and  Exchange  Commission.
           ----------

          "Common  Stock" means the common stock of the Company, $0.02 par value
           -------------
     per share, and any securities into which such common stock may hereafter be
     reclassified.

          "Common  Stock Equivalents" means any securities of the Company or the
           -------------------------
     Subsidiaries  which would entitle the holder thereof to acquire at any time
     Common  Stock,  including  without  limitation,  any debt, preferred stock,
     rights,  options,  warrants  or  other  instrument  that  is  at  any  time
     convertible  into  or  exchangeable  for,  or otherwise entitles the holder
     thereof  to  receive,  Common  Stock.

          "Company  Counsel"  means  Brewer  &  Pritchard,  P.C.
           ----------------

          "Disclosure  Schedules"  means the Disclosure Schedules of the Company
           ---------------------
     delivered  concurrently  herewith.

          "Effective  Date"  means  the  date that the Registration Statement is
           ---------------
     first  declared  effective  by  the  Commission.

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

          "FW" means Feldman Weinstein LLP with offices located at 420 Lexington
           --
     Avenue,  Suite  2620,  New  York,  New  York  10170-0002.

          "Intellectual Property Rights" shall have the meaning ascribed to such
           ----------------------------
     term  in  Section  3.1(o).

          "Liens" means a lien, charge, security interest, encumbrance, right of
           -----
     first  refusal,  preemptive  right  or  other  restriction.

          "Material Adverse Effect" shall have the meaning ascribed to such term
           -----------------------
     in  Section  3.1(b).


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          "Material  Permits"  shall  have  the meaning ascribed to such term in
           -----------------
     Section  3.1(m).

          "Per  Share  Purchase  Price"  equals $2.00, subject to adjustment for
           ---------------------------
     reverse  and  forward stock splits, stock dividends, stock combinations and
     other similar transactions of the Common Stock that occur after the date of
     this  Agreement.

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

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

          "Registration  Rights  Agreement"  means  the  Registration  Rights
           -------------------------------
     Agreement,  dated  as  of the date of this Agreement, among the Company and
     each Purchaser, in the form of Exhibit A hereto.
                                    ---------

          "Registration  Statement"  means  a registration statement meeting the
           -----------------------
     requirements  set  forth  in the Registration Rights Agreement and covering
     the  resale  by  the  Purchasers  of  the  Shares  and  the Warrant Shares.

          "Required  Approvals"  shall have the meaning ascribed to such term in
           -------------------
     Section  3.1(e).

          "Rule  144"  means  Rule 144 promulgated by the Commission pursuant to
           ---------
     the  Securities  Act, as such Rule may be amended from time to time, or any
     similar  rule  or  regulation  hereafter  adopted  by the Commission having
     substantially  the  same  effect  as  such  Rule.

          "SEC  Reports" shall have the meaning ascribed to such term in Section
           ------------
     3.1(h).

          "Securities"  means  the  Shares, the Warrants and the Warrant Shares.
           ----------

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

          "Shares"  means  the shares of Common Stock issued or issuable to each
           ------
     Purchaser  pursuant  to  this  Agreement.

          "Subscription  Amount"  means,  as  to each Purchaser, the amounts set
           --------------------
     forth  below such Purchaser's signature block on the signature page hereto,
     in  United  States  dollars  and  in  immediately  available  funds.

          "Subsidiary"  shall  mean the subsidiaries of the Company, if any, set
           ----------
     forth  on  Schedule  3.1(a)  of  the  Disclosure  Schedule.
                ----------------


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          "Trading Day" means (i) a day on which the Common Stock is traded on a
           -----------
     Trading  Market,  or  (ii)  if  the Common Stock is not quoted on a Trading
     Market,  a  day on which the Common Stock is quoted in the over-the-counter
     market  as  reported  by the National Quotation Bureau Incorporated (or any
     similar  organization  or  agency  succeeding  its  functions  of reporting
     prices).

          "Trading Market" means the following markets or exchanges on which the
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     Common  Stock  is listed or quoted for trading on the date in question: the
     OTC  Bulletin  Board,  the  American  Stock  Exchange,  the  New York Stock
     Exchange, the Nasdaq National Market or the Nasdaq SmallCap Market.

          "Transaction  Documents"  means  this  Agreement, the Warrants and the
           ----------------------
     Registration  Rights  Agreement  and  any  other  documents  or  agreements
     executed in connection with the transactions contemplated hereunder.

          "Warrants"  means  the  Common  Stock  Purchase Warrants issued to the
           --------
     Purchasers  pursuant  to  Sections  2.2(a)(iii)  -  (iv).

          "Warrant  Shares"  means  the  shares  of  Common  Stock issuable upon
           ---------------
     exercise  of  the  Warrants.

                                   ARTICLE II.
                                PURCHASE AND SALE

     2.1     Closing.  On  the  Closing Date, each Purchaser shall purchase from
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the  Company,  severally  and  not  jointly  with  the other Purchasers, and the
Company  shall issue and sell to each Purchaser, (a) a number of Shares equal to
such Purchaser's Subscription Amount divided by the Per Share Purchase Price and
(b)  the  Warrants  as  determined  pursuant to Sections 2.2(a)(iii) - (iv). The
aggregate  Subscription  Amounts  for  Shares  sold  hereunder  shall  be  up to
$2,500,000.  Upon  satisfaction  of the conditions set forth in Section 2.2, the
Closing  shall  occur at the offices of FW or such other location as the parties
shall  mutually  agree.

     2.2     Closing  Conditions;  Deliveries.
             --------------------------------

          (a)     On  the Closing Date, the Company shall deliver or cause to be
     delivered  to  each  Purchaser  the  following:

               (i)     this  Agreement  duly  executed  by  the  Company;

               (ii)     within 3 Trading Days of the Closing Date, a certificate
          evidencing  a  number of Shares equal to such Purchaser's Subscription
          Amount divided by the Per Share Purchase Price, registered in the name
          of  such  Purchaser;

               (iii)     within  3  Trading Days of the Closing Date, a Warrant,
          registered in the name of such Purchaser, exercisable immediately upon
          issuance  for a term of 5 years with an exercise price equal to $3.00,


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          pursuant to which such Purchaser shall have the right to acquire up to
          the  number of shares of Common Stock equal to 50% of the Shares to be
          issued to such Purchaser, which Warrant shall otherwise in the form of
          Exhibit  C  attached  hereto;
          ----------

               (iv)     within  3  Trading  Days of the Closing Date, a Warrant,
          registered in the name of such Purchaser, exercisable immediately upon
          issuance  until  the  earlier  of  (Y)  the  1 year anniversary of the
          Effective  Date  and  (Z) the earlier of the 2 year anniversary of the
          Closing,  which  warrant  shall have an exercise price equal to $2.50,
          pursuant to which such Purchaser shall have the right to acquire up to
          the  number of shares of Common Stock equal to 50% of the Shares to be
          issued to such Purchaser, which Warrant shall otherwise in the form of
          Exhibit  D  attached  hereto;
          ----------

               (v)     the  Registration  Rights  Agreement duly executed by the
          Company;  and

               (vi)     a  legal  opinion  of  Company  Counsel,  in the form of
          Exhibit  B  attached  hereto.
          ----------

          (b)     On  the Closing Date, each Purchaser shall deliver or cause to
     be  delivered  to  the  Company  the  following:

               (i)     this  Agreement  duly  executed  by  such  Purchaser;

               (ii)     such Purchaser's Subscription Amount by wire transfer to
          the  account  as  specified  in  writing  by  the  Company;  and

               (iii)     the Registration Rights Agreement duly executed by such
          Purchaser.

          (c)     All  representations  and  warranties  of  the  other  party
     contained  herein  shall  remain  true  and correct as of the Closing Date.

          (d)     All  obligations,  covenants  and  agreements  of  the parties
     required  to  be  performed at or prior to the Closing Date shall have been
     performed.

          (e)     From  the  date  hereof  to  the  Closing Date, trading in the
     Common  Stock  shall not have been suspended by the Commission, and, at any
     time prior to the Closing Date, trading in securities generally as reported
     by Bloomberg Financial Markets shall not have been suspended or limited, or
     minimum  prices  shall not have been established on securities whose trades
     are reported by such service, or on any Trading Market, nor shall a banking
     moratorium have been declared either by the United States or New York State
     authorities  nor  shall  there  have  occurred  any  material  outbreak  or
     escalation  of  hostilities  or other national or international calamity of
     such  magnitude  in  its  effect on, or any material adverse change in, any
     financial  market  which,  in each case, in the reasonable


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     judgment  of  each  Purchaser,  makes  it  impracticable  or inadvisable to
     purchase  the  Shares  at  the  such  Closing.

                                  ARTICLE III.
                         REPRESENTATIONS AND WARRANTIES

     3.1     Representations and Warranties of the Company.  Except as set forth
under  the  corresponding  section  of  the  Disclosure  Schedules  delivered
concurrently  herewith,  the  Company hereby makes the following representations
and  warranties  as  of  the  date  hereof  and  as  of the Closing Date to each
Purchaser:

          (a)     Subsidiaries.  All  of the subsidiaries of the Company are set
                  ------------
     forth  on  Schedule  3.1(a)  of  the Disclosure Schedule. The Company owns,
                ----------------
     directly  or indirectly, all of the capital stock or other equity interests
     of  each  Subsidiary  free  and  clear of any Liens, and all the issued and
     outstanding  shares  of capital stock of each Subsidiary are validly issued
     and  are  fully  paid,  non-assessable  and  free of preemptive and similar
     rights  to  subscribe  for  or  purchase  securities. If the Company has no
     subsidiaries,  then  references  in  the  Transaction  Documents  to  the
     Subsidiaries  will  be  disregarded.

          (b)     Organization  and  Qualification.  Except  as  set  forth  in
                  --------------------------------
     Schedule 3.1(b), each of the Company and the Subsidiaries is an entity duly
     incorporated  or otherwise organized, validly existing and in good standing
     under the laws of the jurisdiction of its incorporation or organization (as
     applicable),  with  the  requisite  power  and authority to own and use its
     properties  and assets and to carry on its business as currently conducted.
     Neither  the Company nor any Subsidiary is in material violation or default
     of  any  of  the  provisions  of  its respective certificate or articles of
     incorporation, bylaws or other organizational or charter documents. Each of
     the  Company and the Subsidiaries is duly qualified to conduct business and
     is  in  good  standing  as  a  foreign  corporation or other entity in each
     jurisdiction  in  which  the  nature  of the business conducted or property
     owned by it makes such qualification necessary, except where the failure to
     be  so qualified or in good standing, as the case may be, could not have or
     reasonably  be  expected  to result in (i) a material adverse effect on the
     legality,  validity  or  enforceability of any Transaction Document, (ii) a
     material  adverse  effect  on  the results of operations, assets, business,
     prospects or financial condition of the Company and the Subsidiaries, taken
     as  a whole, or (iii) a material adverse effect on the Company's ability to
     perform in any material respect on a timely basis its obligations under any
     Transaction  Document  (any  of  (i),  (ii)  or  (iii), a "Material Adverse
                                                                ----------------
     Effect")  and  no  Proceeding  has been instituted in any such jurisdiction
     ------
     revoking,  limiting  or  curtailing  or seeking to revoke, limit or curtail
     such  power  and  authority  or  qualification.

          (c)     Authorization;  Enforcement.  The  Company  has  the requisite
                  ---------------------------
     corporate  power  and  authority  to  enter  into  and  to  consummate  the
     transactions  contemplated  by  each  of  the  Transaction  Documents  and
     otherwise  to  carry  out  its  obligations  thereunder.  The execution and
     delivery  of  each  of  the  Transaction


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     Documents  by  the  Company  and the consummation by it of the transactions
     contemplated  thereby  have been duly authorized by all necessary action on
     the part of the Company and no further action is required by the Company in
     connection  therewith other than in connection with the Required Approvals.
     Each  Transaction  Document has been (or upon delivery will have been) duly
     executed  by  the  Company and, when delivered in accordance with the terms
     hereof,  will  constitute  the  valid and binding obligation of the Company
     enforceable  against the Company in accordance with its terms except (i) as
     limited  by  applicable  bankruptcy, insolvency, reorganization, moratorium
     and  other  laws of general application affecting enforcement of creditors'
     rights  generally  and (ii) as limited by laws relating to the availability
     of  specific  performance,  injunctive  relief or other equitable remedies.

          (d)     No  Conflicts.  The execution, delivery and performance of the
                  -------------
     Transaction  Documents  by the Company, the issuance and sale of the Shares
     and  the consummation by the Company of the other transactions contemplated
     thereby  do  not and will not (i) conflict with or violate any provision of
     the Company's or any Subsidiary's certificate or articles of incorporation,
     bylaws or other organizational or charter documents, or (ii) conflict with,
     or  constitute  a default (or an event that with notice or lapse of time or
     both would become a default) under, result in the creation of any Lien upon
     any  of  the properties or assets of the Company or any Subsidiary, or give
     to  others  any  rights  of  termination,  amendment,  acceleration  or
     cancellation  (with  or  without  notice,  lapse  of  time or both) of, any
     agreement,  credit facility, debt or other instrument (evidencing a Company
     or  Subsidiary  debt  or  otherwise)  or  other  understanding to which the
     Company  or  any Subsidiary is a party or by which any property or asset of
     the Company or any Subsidiary is bound or affected, or (iii) subject to the
     Required  Approvals,  conflict  with  or  result in a violation of any law,
     rule,  regulation, order, judgment, injunction, decree or other restriction
     of any court or governmental authority to which the Company or a Subsidiary
     is  subject  (including federal and state securities laws and regulations),
     or  by  which any property or asset of the Company or a Subsidiary is bound
     or affected, or (iv) conflict with or violate the terms of any agreement by
     which  the  Company  or any Subsidiary is bound or to which any property or
     asset  of the Company or any Subsidiary is bound or affected; except in the
     case  of  each  of  clauses  (ii)  and  (iii),  such  as  could not have or
     reasonably  be  expected  to  result  in  a  Material  Adverse  Effect.

          (e)     Filings,  Consents and Approvals.  The Company is not required
                  --------------------------------
     to  obtain  any consent, waiver, authorization or order of, give any notice
     to,  or  make  any filing or registration with, any court or other federal,
     state,  local or other governmental authority or other Person in connection
     with  the  execution,  delivery  and  performance  by  the  Company  of the
     Transaction  Documents, other than (i) filings required pursuant to Section
     4.4  of  this  Agreement,  (ii)  the  filing  with  the  Commission  of the
     Registration  Statement,  (iii)  application(s)  to each applicable Trading
     Market for the listing of the Shares and Warrant Shares for trading thereon
     in  the  time  and  manner  required thereby, and (iv) the filing of Form D


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     with  the  Commission  and  such  filings  as are required to be made under
     applicable  state securities laws (collectively, the "Required Approvals").
                                                           ------------------

          (f)     Issuance  of  the  Securities.  The  Securities  are  duly
                  -----------------------------
     authorized and, when issued and paid for in accordance with the Transaction
     Documents,  will  be duly and validly issued, fully paid and nonassessable,
     free  and  clear of all Liens. The issuance of the Shares is not subject to
     any  preemptive  or similar rights to subscribe for or purchase securities.
     The Company has reserved from its duly authorized capital stock the maximum
     number  of  shares  of Common Stock issuable pursuant to this Agreement and
     the  Warrants.

          (g)     Capitalization.  Except  as  set  forth  Schedule  3.1(g), the
                  --------------
     capitalization  of the Company is as described in the Company's most recent
     periodic  report  filed with the Commission. The Company has not issued any
     capital  stock  since  such  filing  other than pursuant to the exercise of
     employee stock options under the Company's stock option plans, the issuance
     of  shares  of Common Stock to employees pursuant to the Company's employee
     stock  purchase  plan  and  pursuant  to  the  conversion  or  exercise  of
     outstanding  Common  Stock Equivalents outstanding. No Person has any right
     of  first refusal, preemptive right, right of participation, or any similar
     right  to  participate  in the transactions contemplated by the Transaction
     Documents.  Except  as  a result of the purchase and sale of the Securities
     and except as set forth in the SEC Reports or in Schedule 3.1(g), there are
     no  outstanding  options, warrants, script rights to subscribe to, calls or
     commitments  of any character whatsoever relating to, or securities, rights
     or  obligations  convertible into or exchangeable for, or giving any Person
     any  right  to  subscribe  for  or  acquire, any shares of Common Stock, or
     contracts, commitments, understandings or arrangements by which the Company
     or  any  Subsidiary  is  or  may become bound to issue additional shares of
     Common  Stock,  or  securities  or  rights convertible or exchangeable into
     shares  of  Common  Stock.  The  issue  and sale of the Securities will not
     obligate the Company to issue shares of Common Stock or other securities to
     any  Person  (other  than the Purchasers) and will not result in a right of
     any  holder  of  Company  securities  to  adjust  the exercise, conversion,
     exchange  or  reset  price  under  such  securities. All of the outstanding
     shares  of  capital stock of the Company are validly issued, fully paid and
     nonassessable,  have  been  issued in compliance with all federal and state
     securities  laws,  and  none  of  such  outstanding  shares  was  issued in
     violation  of  any  preemptive rights or similar rights to subscribe for or
     purchase  securities.  No  further  approval  or  authorization  of  any
     stockholder,  the  Board  of Directors of the Company or others is required
     for  the  issuance  and  sale of the Shares. Except as disclosed in the SEC
     Reports,  there  are no stockholders agreements, voting agreements or other
     similar agreements with respect to the Company's capital stock to which the
     Company  is  a  party or, to the knowledge of the Company, between or among
     any  of  the  Company's  stockholders.

          (h)     SEC  Reports; Financial Statements.  The Company has filed all
                  ----------------------------------
     reports  required  to  be  filed  by  it  under  the Securities Act and the
     Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the
     two  years  preceding


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     the  date hereof (or such shorter period as the Company was required by law
     to  file  such  material)  (the foregoing materials, including the exhibits
     thereto, being collectively referred to herein as the "SEC Reports"). As of
                                                            -----------
     their  respective  dates, the SEC Reports complied in all material respects
     with  the  requirements  of the Securities Act and the Exchange Act and the
     rules and regulations of the Commission promulgated thereunder, and none of
     the  SEC  Reports, when filed, contained any untrue statement of a material
     fact  or  omitted to state a material fact required to be stated therein or
     necessary  in  order  to  make  the  statements  therein,  in  light of the
     circumstances  under which they were made, not misleading; provided that if
     any  SEC  Report was later amended, only the final amendment of such report
     shall  be  considered  in  evaluating  the representations set forth in the
     prior sentence and the following two sentences. The financial statements of
     the  Company  included  in  the SEC Reports comply in all material respects
     with  applicable  accounting  requirements and the rules and regulations of
     the  Commission  with  respect  thereto as in effect at the time of filing.
     Such  financial  statements  have  been  prepared in accordance with United
     States  generally  accepted  accounting  principles applied on a consistent
     basis  during  the  periods  involved  ("GAAP"), except as may be otherwise
                                              ----
     specified in such financial statements or the notes thereto and except that
     unaudited  financial  statements  may not contain all footnotes required by
     GAAP, and fairly present in all material respects the financial position of
     the  Company  and  its  consolidated  subsidiaries  as of and for the dates
     thereof  and  the results of operations and cash flows for the periods then
     ended, subject, in the case of unaudited statements, to normal, immaterial,
     year-end  audit  adjustments.

          (i)     Material  Changes.  Since  the  date  of  the  latest  audited
                  -----------------
     financial  statements  included within the SEC Reports, except as disclosed
     in  the SEC Reports, (i) there has been no event, occurrence or development
     that  has  had or that could reasonably be expected to result in a Material
     Adverse  Effect,  (ii)  the  Company  has  not  incurred  any  liabilities
     (contingent  or  otherwise)  other  than  (A)  trade  payables  and accrued
     expenses  incurred  in the ordinary course of business consistent with past
     practice  and (B) liabilities not required to be reflected in the Company's
     financial  statements  pursuant  to  GAAP  or  required  to be disclosed in
     filings  made  with  the  Commission, (iii) the Company has not altered its
     method  of  accounting,  (iv)  the  Company  has  not  declared or made any
     dividend  or  distribution of cash or other property to its stockholders or
     purchased, redeemed or made any agreements to purchase or redeem any shares
     of  its  capital  stock  and  (v)  the  Company  has  not issued any equity
     securities  to  any  officer,  director  or  Affiliate,  except pursuant to
     existing  Company  stock  option  plans.  The Company does not have pending
     before  the  Commission  any  request  for  confidential  treatment  of
     information.

          (j)     Litigation.  Except  as  disclosed  in  the  SEC  Reports  and
                  ----------
     Schedule  3(j),  there  is  no  action, suit, inquiry, notice of violation,
     proceeding  or  investigation  pending or, to the knowledge of the Company,
     threatened against or affecting the Company, any Subsidiary or any of their
     respective  properties  before or by any court, arbitrator, governmental or
     administrative  agency  or  regulatory


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     authority  (federal,  state,  county,  local  or foreign) (collectively, an
     "Action")  which (i) adversely affects or challenges the legality, validity
      ------
     or  enforceability of any of the Transaction Documents or the Securities or
     (ii)  could,  if  there were an unfavorable decision, have or reasonably be
     expected  to  result  in a Material Adverse Effect. Neither the Company nor
     any  Subsidiary,  nor  any  director or officer thereof, is or has been the
     subject  of any Action involving a claim of violation of or liability under
     federal  or  state  securities laws or a claim of breach of fiduciary duty.
     There  has  not  been,  and  to  the knowledge of the Company, there is not
     pending  or contemplated, any investigation by the Commission involving the
     Company  or  any  current or former director or officer of the Company. The
     Commission  has  not  issued  any  stop order or other order suspending the
     effectiveness  of  any  registration  statement filed by the Company or any
     Subsidiary  under  the  Exchange  Act  or  the  Securities  Act.

          (k)     Labor  Relations.  No material labor dispute exists or, to the
                  ----------------
     knowledge  of the Company, is imminent with respect to any of the employees
     of  the  Company which could reasonably be expected to result in a Material
     Adverse  Effect.

          (l)     Compliance.  Except  as  disclosed in the SEC Reports, neither
                  ----------
     the  Company  nor any Subsidiary (i) is in default under or in violation of
     (and  no  event  has occurred that has not been waived that, with notice or
     lapse  of  time  or  both,  would result in a default by the Company or any
     Subsidiary under), nor has the Company or any Subsidiary received notice of
     a  claim  that  it  is  in default under or that it is in violation of, any
     indenture, loan or credit agreement or any other agreement or instrument to
     which  it  is  a  party  or  by  which it or any of its properties is bound
     (whether  or  not  such  default  or violation has been waived), (ii) is in
     violation  of  any  order of any court, arbitrator or governmental body, or
     (iii) is or has been in violation of any statute, rule or regulation of any
     governmental  authority, including without limitation all foreign, federal,
     state  and  local  laws  applicable  to its business except in each case as
     could  not  have  a  Material  Adverse  Effect.

          (m)     Regulatory  Permits.  The Company and the Subsidiaries possess
                  -------------------
     all  certificates,  authorizations  and  permits  issued by the appropriate
     federal,  state,  local  or  foreign  regulatory  authorities  necessary to
     conduct their respective businesses as described in the SEC Reports, except
     where  the  failure to possess such permits could not have or reasonably be
     expected  to  result in a Material Adverse Effect ("Material Permits"), and
                                                         ----------------
     neither  the  Company  nor  any  Subsidiary  has  received  any  notice  of
     proceedings  relating  to  the  revocation  or modification of any Material
     Permit.

          (n)     Title  to  Assets.  Except as se forth on Schedule 3.1(n), the
                  -----------------
     Company  and  the Subsidiaries have good and marketable title in fee simple
     to  all real property owned by them that is material to the business of the
     Company  and the Subsidiaries and good and marketable title in all personal
     property  owned by them that is material to the business of the Company and
     the  Subsidiaries,  in  each


<PAGE>
     case  free  and  clear  of all Liens, except for Liens as do not materially
     affect  the value of such property and do not materially interfere with the
     use  made  and  proposed to be made of such property by the Company and the
     Subsidiaries  and  Liens  for the payment of federal, state or other taxes,
     the  payment  of  which is neither delinquent nor subject to penalties. Any
     real  property  and  facilities  held  under  lease  by the Company and the
     Subsidiaries  are  held  by  them  under  valid, subsisting and enforceable
     leases  of  which  the  Company  and  the  Subsidiaries  are in compliance.

          (o)     Patents  and  Trademarks.  To the knowledge of the Company and
                  ------------------------
     each  Subsidiary,  the Company and the Subsidiaries have, or have rights to
     use,  all patents, patent applications, trademarks, trademark applications,
     service  marks,  trade names, copyrights, licenses and other similar rights
     that  are necessary or material for use in connection with their respective
     businesses as described in the SEC Reports and which the failure to so have
     could have or reasonably be expected to result in a Material Adverse Effect
     (collectively, the "Intellectual Property Rights"). Neither the Company nor
                         ----------------------------
     any Subsidiary has received a written notice that the Intellectual Property
     Rights used by the Company or any Subsidiary violates or infringes upon the
     rights  of  any  Person.  To  the  knowledge  of  the  Company,  all  such
     Intellectual Property Rights are enforceable and do not violate or infringe
     the  Intellectual  Property  Rights  of  others.

          (p)     Insurance.  The  Company  and  the Subsidiaries are insured by
                  ---------
     insurers  of  recognized  financial  responsibility against such losses and
     risks and in such amounts as are prudent and customary in the businesses in
     which the Company and the Subsidiaries are engaged. Neither the Company nor
     any  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  without  a  significant  increase  in  cost.

          (q)     Transactions  With  Affiliates  and  Employees.  Except as set
                  ----------------------------------------------
     forth  in the SEC Reports, none of the officers or directors of the Company
     and,  to the knowledge of the Company, none of the employees of the Company
     is  presently a party to any transaction with the Company or any Subsidiary
     (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 entity in which
     any  officer,  director, or any such employee has a substantial interest or
     is  an  officer,  director,  trustee  or partner, in each case in excess of
     $60,000  other  than  (i)  for  payment  of  salary  or consulting fees for
     services  rendered,  (ii)  reimbursement for expenses incurred on behalf of
     the  Company  and (iii) for other employee benefits, including stock option
     agreements  under  any  stock  option  plan  of  the  Company.


<PAGE>
          (r)     Sarbanes-Oxley;  Internal Accounting Controls.  The Company is
                  ---------------------------------------------
     in  material  compliance  with  all provisions of the Sarbanes-Oxley Act of
     2002  which  are  applicable  to it as of the Closing Date. The Company and
     each of its subsidiaries maintains 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 GAAP and to maintain
     asset  accountability,  (iii)  access  to  assets  is  permitted  only  in
     accordance  with  management's  general or specific authorization, and (iv)
     the recorded accountability for assets is compared with the existing assets
     at reasonable intervals and appropriate action is taken with respect to any
     differences. The Company has established disclosure controls and procedures
     (as  defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company
     and  designed  such  disclosure  controls  and  procedures  to  ensure that
     material  information  relating to the Company, including its subsidiaries,
     is  made  known to the certifying officers by others within those entities,
     particularly  during  the  period  in  which  the  Company's Form 10-KSB or
     10-QSB,  as  the  case  may be, is being prepared. The Company's certifying
     officers  have  evaluated  the  effectiveness of the Company's controls and
     procedures  as  of end of the filing period prior to the filing date of the
     Form  10-QSB  for  the  quarter  ended  September  30, 2003 (such date, the
     "Evaluation  Date").  The Company presented in its most recently filed Form
       ---------------
     10-KSB  or Form 10-QSB the conclusions of the certifying officers about the
     effectiveness  of  the  disclosure  controls  and procedures based on their
     evaluations  as  of  the  Evaluation Date. Since the Evaluation Date, there
     have  been  no  significant  changes in the Company's internal controls (as
     such  term  is  defined in Item 307(b) of Regulation S-K under the Exchange
     Act)  or,  to  the  Company's  knowledge,  in  other  factors  that  could
     significantly  affect  the  Company's  internal  controls.

          (s)     Certain  Fees.  The  Purchasers  shall have no obligation with
                  -------------
     respect to any brokerage or finder's fees or commissions or with respect to
     any  claims  made  by  or  on  behalf  of  other Persons for fees of a type
     contemplated  in  this  Section  that  may  be  due  in connection with the
     transactions  contemplated  by  this  Agreement.

          (t)     Private  Placement.  Assuming  the  accuracy of the Purchasers
                  ------------------
     representations  and  warranties  set forth in Section 3.2, no registration
     under  the  Securities  Act  is  required  for  the  offer  and sale of the
     Securities  by  the  Company  to the Purchasers as contemplated hereby. The
     issuance and sale of the Securities hereunder does not contravene the rules
     and  regulations  of  the  Trading  Market.

          (u)     Investment  Company.  The  Company  is  not,  and  is  not  an
                  --------------------
     Affiliate of, and immediately after receipt of payment for the Shares, will
     not be or be an Affiliate of, an "investment company" within the meaning of
     the  Investment  Company Act of 1940, as amended. The Company shall conduct
     its  business  in  a  manner  so  that  it  will  not become subject to the
     Investment  Company  Act.


<PAGE>
          (v)     Registration  Rights.  Except as set forth in Schedule 3.1(v),
                  --------------------
     no  Person  has  any  right to cause the Company to effect the registration
     under the Securities Act of any securities of the Company.

          (w)     Listing  and  Maintenance  Requirements.  The Company's Common
                  ---------------------------------------
     Stock  is registered pursuant to Section 12(g) of the Exchange Act, and the
     Company  has  taken  no  action  designed  to, or which to its knowledge is
     likely  to  have  the effect of, terminating the registration of the Common
     Stock  under the Exchange Act nor has the Company received any notification
     that  the  Commission  is  contemplating terminating such registration. The
     Company  has  not,  in  the  12  months preceding the date hereof, received
     notice  from  any  Trading  Market on which the Common Stock is or has been
     listed  or  quoted to the effect that the Company is not in compliance with
     the listing or maintenance requirements of such Trading Market. The Company
     is, and has no reason to believe that it will not in the foreseeable future
     continue  to  be,  in  compliance  with  all  such  listing and maintenance
     requirements.

          (x)     Application  of  Takeover  Protections.  The  Company  and its
                  --------------------------------------
     Board  of  Directors  have  taken all necessary action, if any, in order to
     render  inapplicable  to  the  transactions contemplated by the Transaction
     Documents  any  poison  pill  (including  any  distribution  under a rights
     agreement)  or  other  similar  anti-takeover provision under the Company's
     Certificate  of Incorporation (or similar charter documents) or the laws of
     its  state  of  incorporation  that  is  or  could become applicable to the
     Purchasers  as  a result of the Purchasers and the Company fulfilling their
     obligations  or  exercising  their  rights under the Transaction Documents,
     including  without  limitation the Company's issuance of the Securities and
     the  Purchasers'  ownership  of  the  Securities.

          (y)     Disclosure.  Other  than  the  terms  of  the  transaction
                  ----------
     contemplated  by  this  Agreement,  the  Company confirms that, neither the
     Company  nor  any other Person acting on its behalf has provided any of the
     Purchasers or their agents or counsel with any information that constitutes
     or  might  constitute  material,  non-public  information.  The  Company
     understands  and  confirms  that  the Purchasers will rely on the foregoing
     representations  and  covenants  in effecting transactions in securities of
     the  Company.  All  disclosure  provided  to  the  Purchasers regarding the
     Company,  its  business and the transactions contemplated hereby, including
     the  Disclosure  Schedules  to this Agreement, furnished by or on behalf of
     the  Company  are  true  and  correct  in  all material respects and do not
     contain  any  untrue  statement  of  a  material  fact or omit to state any
     material  fact  necessary  in order to make the statements made therein, in
     light  of  the  circumstances  under  which they were made, not misleading.

          (z)     No  Integrated  Offering.  Except  as  set  forth  in Schedule
                  ------------------------
     3.1(z),  assuming  the  accuracy  of  the  Purchasers'  representations and
     warranties  set  forth  in Section 3.2, 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


<PAGE>
     would  cause  this  offering  of the Securities to be integrated with prior
     offerings  by  the  Company  for  purposes  of  the  Securities  Act or any
     applicable  shareholder approval provisions, including, without limitation,
     under  the  rules  and  regulations  of any exchange or automated quotation
     system  on  which  any  of  the  securities  of  the  Company are listed or
     designated.

          (aa)     Solvency.  Based on the financial condition of the Company as
                   --------
     of  the  Closing  Date after giving effect to the receipt by the Company of
     the  proceeds  from the sale of the Securities hereunder, (i) the Company's
     fair  saleable value of its assets exceeds the amount that will be required
     to  be  paid  on  or  in  respect of the Company's existing debts and other
     liabilities  (including  known contingent liabilities) as they mature; (ii)
     the  Company's assets do not constitute unreasonably small capital to carry
     on  its  business  for  the  current  fiscal  year  as now conducted and as
     proposed  to  be  conducted including its capital needs taking into account
     the  particular  capital  requirements  of  the  business  conducted by the
     Company,  and  projected  capital  requirements  and  capital  availability
     thereof;  and (iii) the current cash flow of the Company, together with the
     proceeds the Company would receive, were it to liquidate all of its assets,
     after  taking  into  account  all  anticipated  uses  of the cash, would be
     sufficient  to  pay  all  amounts  on  or  in respect of its debt when such
     amounts are required to be paid. The Company does not intend to incur debts
     beyond  its  ability  to pay such debts as they mature (taking into account
     the timing and amounts of cash to be payable on or in respect of its debt).

          (bb)     [Intentionally  Omitted].

          (cc)     Taxes.  Except for matters that would not, individually or in
                   -----
     the  aggregate,  have  or  reasonably  be  expected to result in a Material
     Adverse  Effect,  the  Company  and each Subsidiary has filed all necessary
     federal, state and foreign income and franchise tax returns and has paid or
     accrued all taxes shown as due thereon, and the Company has no knowledge of
     a  tax deficiency which has been asserted or threatened against the Company
     or  any  Subsidiary.

          (dd)     General  Solicitation.  Assuming  the representations made in
                   ---------------------
     Section 3.2 are true and correct, neither the Company nor any person acting
     on  behalf of the Company has offered or sold any of the Shares by any form
     of  general  solicitation  or  general  advertising.  Assuming  the
     representations  made  in Section 3.2 are true and correct, the Company has
     offered  the  Shares  for  sale  only  to  the Purchasers and certain other
     "accredited  investors" within the meaning of Rule 501 under the Securities
     Act.

          (ee)     Foreign  Corrupt  Practices.  Neither the Company, nor to the
                   ----------------------------
     knowledge of the Company, any agent or other person acting on behalf of the
     Company,  has  (i)  directly  or  indirectly,  used  any  corrupt funds for
     unlawful  contributions,  gifts,  entertainment  or other unlawful expenses
     related  to  foreign or domestic political activity, (ii) made any unlawful
     payment  to foreign or domestic government officials or employees or to any
     foreign  or  domestic  political parties or campaigns from corporate funds,
     (iii)  failed  to  disclose  fully any contribution made by the Company (or
     made  by  any  person  acting  on its behalf of which the Company is aware)
     which  is in violation of law, or (iv) violated in any material respect any
     provision of the Foreign Corrupt Practices Act of 1977, as amended.

          (ff)     Accountants.  The  Company's  accountants  are  set  forth on
                   -----------
     Schedule  3.1(ff)  of  the Disclosure Schedule. To the Company's knowledge,
     -----------------
     such  accountants,  who the Company expects will express their opinion with
     respect  to the financial statements to be included in the Company's Annual
     Report on Form 10-KSB for the year ended December 31, 2003, are independent
     accountants  as  required  by  the  Securities  Act.

          (gg)     Acknowledgment Regarding Purchasers' Purchase of Shares.  The
                   -------------------------------------------------------
     Company  acknowledges  and  agrees  that  each  of the Purchasers is acting
     solely  in  the  capacity  of an arm's length purchaser with respect to the
     Transaction Documents and the transactions contemplated hereby. The Company
     further  acknowledges that no Purchaser is 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
     any  Purchaser  or  any  of  their  respective representatives or agents in
     connection  with this Agreement and the transactions contemplated hereby is
     merely  incidental  to  the Purchasers' purchase of the Shares. The Company
     further  represents  to each Purchaser that the Company's decision to enter
     into  this Agreement has been based solely on the independent evaluation of
     the  transactions  contemplated  hereby  by  the  Company  and  its
     representatives.

     3.2     Representations  and  Warranties of the Purchasers.  Each Purchaser
             --------------------------------------------------
hereby, for itself and for no other Purchaser, represents and warrants as of the
date  hereof  and  as  of  the  Closing  Date  to  the  Company  as  follows:

          (a)     Organization;  Authority.  Such  Purchaser  is  an entity duly
                  ------------------------
     organized,  validly  existing  and  in  good standing under the laws of the
     jurisdiction  of its organization with full right, corporate or partnership
     power  and  authority  to  enter  into  and  to consummate the transactions
     contemplated  by  the  Transaction Documents and otherwise to carry out its
     obligations  thereunder.  The  execution,  delivery and performance by such
     Purchaser of the transactions contemplated by this Agreement have been duly
     authorized by all necessary corporate or similar action on the part of such
     Purchaser.  Each  Transaction  Document  to which it is party has been duly
     executed  by  such  Purchaser,  and  when  delivered  by  such Purchaser in
     accordance  with  the  terms  hereof, will constitute the valid and legally
     binding  obligation of such Purchaser, enforceable against it in accordance
     with  its  terms, except (i) as limited by general equitable principles and
     applicable  bankruptcy,  insolvency,  reorganization,  moratorium and other
     laws  of  general  application  affecting  enforcement of creditors' rights
     generally, (ii) as limited by laws relating to the availability of specific
     performance,  injunctive  relief  or  other  equitable  remedies  and (iii)
     insofar  as  indemnification  and contribution provisions may be limited by
     applicable  law.


<PAGE>
          (b)     Investment  Intent.  Such  Purchaser  understands  that  the
                  ------------------
     Securities  are  "restricted securities" and have not been registered under
     the  Securities Act or any applicable state securities law and is acquiring
     the  Securities  as principal for its own account and not with a view to or
     for  distributing  or reselling such Securities or any part thereof, has no
     present  intention  of  distributing  any  of  such  Securities  and has no
     arrangement  or  understanding  with  any  other  persons  regarding  the
     distribution  of  such  Securities  (this  representation  and warranty not
     limiting  such  Purchaser's  right  to  sell the Securities pursuant to the
     Registration  Statement  or otherwise in compliance with applicable federal
     and  state  securities  laws).  Such  Purchaser is acquiring the Securities
     hereunder  in  the ordinary course of its business. Such Purchaser does not
     have  any  agreement  or  understanding,  directly  or indirectly, with any
     Person  to  distribute  any  of  the  Securities.

          (c)     Purchaser  Status.  At the time such Purchaser was offered the
                  -----------------
     Securities,  it  was, and at the date hereof it is an "accredited investor"
     as  defined  in Rule 501(a) under the Securities Act. Such Purchaser is not
     required  to  be  registered  as  a  broker-dealer  under Section 15 of the
     Exchange  Act.

          (d)     Experience of Such Purchaser.  Such Purchaser, either alone or
                  ----------------------------
     together  with  its representatives, has such knowledge, sophistication and
     experience  in  business  and  financial  matters  so  as  to be capable of
     evaluating  the  merits  and  risks  of  the  prospective investment in the
     Securities,  and  has so evaluated the merits and risks of such investment.
     Such  Purchaser  is  able to bear the economic risk of an investment in the
     Securities  and  is  able  to  afford  a  complete loss of such investment.

          (e)     General  Solicitation.  Such  Purchaser  is not purchasing the
                  ---------------------
     Securities  as  a  result  of  any  advertisement, article, notice or other
     communication regarding the Securities published in any newspaper, magazine
     or  similar media or broadcast over television or radio or presented at any
     seminar or any other general solicitation or general advertisement.

          (f)     Broker-Dealer  Status.  Except as set forth on the Purchaser's
                  ---------------------
     signature  page  hereto,  Purchaser  is  not  a registered broker-dealer or
     affiliated  with  a  registered  broker-dealer.

          (g)     Short  Sales.  Purchaser represents that prior to execution of
                  ------------
     this Agreement, neither it nor its affiliates have made any net short sales
     of,  or  granted any option for the purchase of or entered into any hedging
     or  similar  transaction with the same economic effect as a net short sale,
     in  the  Common  Stock.

     The  Company  acknowledges  and agrees that each Purchaser does not make or
has  not made any representations or warranties with respect to the transactions
contemplated hereby other than those specifically set forth in this Section 3.2.


<PAGE>
                                   ARTICLE IV.
                         OTHER AGREEMENTS OF THE PARTIES

     4.1        Restriction  on Sales, Short Sales and Hedging Transactions. The
Investor  will  not,  directly  or  indirectly, offer, sell, pledge, transfer or
otherwise  dispose  of  (or  solicit  any  offers  to buy, purchase or otherwise
acquire  or  take  a  pledge of) any of the Shares except in compliance with the
Securities  Act,  applicable  state securities laws and the respective rules and
regulations  promulgated  thereunder.  In  furtherance  of  the  foregoing:

          (a)     The  Securities  may  only  be  disposed of in compliance with
     state  and  federal  securities  laws.  In  connection with any transfer of
     Securities  other  than  pursuant to an effective registration statement or
     Rule  144,  to the Company, to an Affiliate of a Purchaser or in connection
     with  a  pledge  as contemplated in Section 4.1(b), the Company may require
     the  transferor  thereof  to  provide  to the Company an opinion of counsel
     selected  by  the transferor, the form and substance of which opinion shall
     be reasonably satisfactory to the Company, to the effect that such transfer
     does  not  require  registration  of  such transferred Securities under the
     Securities Act. As a condition of transfer, any such transferee shall agree
     in  writing  to  be bound by the terms of this Agreement and shall have the
     rights  of  a  Purchaser  under  this Agreement and the Registration Rights
     Agreement.

          (b)     The Purchasers agree to the imprinting, so long as is required
     by  this  Section  4.1(b),  of  a  legend  on  any of the Securities in the
     following  form:

          THESE  SECURITIES  HAVE  NOT  BEEN  REGISTERED WITH THE SECURITIES AND
          EXCHANGE  COMMISSION  OR  THE  SECURITIES  COMMISSION  OF ANY STATE IN
          RELIANCE  UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
          OF  1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT
          BE  OFFERED  OR  SOLD  EXCEPT  PURSUANT  TO  AN EFFECTIVE REGISTRATION
          STATEMENT  UNDER  THE  SECURITIES  ACT  OR  PURSUANT  TO  AN AVAILABLE
          EXEMPTION  FROM,  OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
          REQUIREMENTS  OF  THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE
          STATE  SECURITIES  LAWS  AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO
          THE  TRANSFEROR  TO  SUCH  EFFECT,  THE  SUBSTANCE  OF  WHICH SHALL BE
          REASONABLY  ACCEPTABLE TO THE COMPANY. THESE SECURITIES MAY BE PLEDGED
          IN  CONNECTION  WITH  A  BONA  FIDE  MARGIN  ACCOUNT WITH A REGISTERED
          BROKER-DEALER  OR  OTHER  LOAN WITH A FINANCIAL INSTITUTION THAT IS AN
          "ACCREDITED  INVESTOR"  AS DEFINED IN RULE 501(a) UNDER THE SECURITIES
          ACT.


<PAGE>
          The  Company acknowledges and agrees that a Purchaser may from time to
     time  pledge  pursuant  to  a  bona fide margin agreement with a registered
     broker-dealer or grant a security interest in some or all of the Securities
     to  a  financial institution that is an "accredited investor" as defined in
     Rule  501(a)  under  the  Securities  Act and who agrees to be bound by the
     provisions  of this Agreement and the Registration Rights Agreement and, if
     required  under  the terms of such arrangement, such Purchaser may transfer
     pledged  or  secured  Securities to the pledgees or secured parties. Such a
     pledge  or  transfer would not be subject to approval of the Company and no
     legal  opinion  of  legal  counsel of the pledgee, secured party or pledgor
     shall  be  required  in  connection  therewith. Further, no notice shall be
     required  of  such  pledge.  At  the  appropriate  Purchaser's expense, the
     Company will execute and deliver such reasonable documentation as a pledgee
     or  secured party of Securities may reasonably request in connection with a
     pledge  or  transfer  of  the  Securities, including, if the Securities are
     subject  to registration pursuant to the Registration Rights Agreement, the
     preparation  and  filing  of  any required prospectus supplement under Rule
     424(b)(3)  under  the  Securities  Act or other applicable provision of the
     Securities  Act  to  appropriately  amend  the list of Selling Stockholders
     thereunder.

          (c)     Certificates  evidencing  the  Shares and Warrant Shares shall
     not  contain any legend (including the legend set forth in Section 4.1(b)),
     (i)  while  a registration statement (including the Registration Statement)
     covering the resale of such security is effective under the Securities Act,
     or  (ii)  following  any  sale of such Shares or Warrant Shares pursuant to
     Rule  144,  or (iii) if such Shares or Warrant Shares are eligible for sale
     under  Rule 144(k), or (iv) if such legend is not required under applicable
     requirements  of the Securities Act (including judicial interpretations and
     pronouncements  issued  by  the Staff of the Commission). The Company shall
     cause  its counsel to issue a legal opinion to the Company's transfer agent
     promptly  after  the  Effective  Date if required by the Company's transfer
     agent  to effect the removal of the legend hereunder. If all or any portion
     of a Warrant is exercised at a time when there is an effective registration
     statement  to  cover  the resale of the Warrant Shares, such Warrant Shares
     shall  be issued free of all legends. The Company agrees that following the
     Effective  Date  or at such time as such legend is no longer required under
     this Section 4.1(c), it will, no later than five Trading Days following the
     delivery by a Purchaser to the Company or the Company's transfer agent of a
     certificate  representing  Shares  or  Warrant  Shares, as the case may be,
     issued  with  a  restrictive legend (such date, the "Legend Removal Date"),
                                                          -------------------
     deliver  or  cause  to  be  delivered  to  such  Purchaser  a  certificate
     representing  such  Securities  that is free from all restrictive and other
     legends.  The  Company  may  not  make  any notation on its records or give
     instructions  to  any  transfer  agent  of  the  Company  that  enlarge the
     restrictions  on  transfer  set  forth  in  this  Section.

          (d)     In  addition to such Purchaser's other available remedies, the
     Company  shall  pay  to a Purchaser, in cash, as partial liquidated damages
     and not as a penalty, for each $1,000 of Shares or Warrant Shares (based on
     the  Closing  Price  of  the  Common  Stock on the date such Securities are
     submitted  to  the


<PAGE>
     Company's  transfer  agent)  subject to Section 4.1(c), $10 per Trading Day
     (increasing to $20 per Trading Day five (5) Trading Days after such damages
     have  begun  to  accrue) for each Trading Day after the Legend Removal Date
     until  such  certificate  is  delivered.  Nothing  herein  shall limit such
     Purchaser's  right  to  pursue  actual damages for the Company's failure to
     deliver  certificates  representing  any  Securities  as  required  by  the
     Transaction  Documents,  and  such Purchaser shall have the right to pursue
     all  remedies  available  to  it  at  law  or  in equity including, without
     limitation,  a  decree  of  specific  performance and/or injunctive relief.

          (e)     Each  Purchaser,  severally  and  not  jointly  with the other
     Purchasers,  agrees  that  the  removal  of  the  restrictive  legend  from
     certificates  representing  Securities  as set forth in this Section 4.1 is
     predicated  upon  the  Company's  reliance that the Purchaser will sell any
     Securities  pursuant  to  either  the  registration  requirements  of  the
     Securities  Act, including any applicable prospectus delivery requirements,
     or  an  exemption  therefrom,  and  each  Purchaser  agrees  to deliver the
     documents set forth in Schedule 4.1(e) evidencing such compliance.

          (f)     Until  the date that each Purchaser holds less than 20% of the
     Shares  initially  purchased  hereunder by such Purchaser or two years from
     the  Effective  Date, the Company shall not undertake a reverse stock split
     or  reclassification  of the Common Stock without the prior written consent
     of the Purchasers holding a majority in interest of the Shares.

     4.2     Furnishing  of  Information.  As  long  as  any  Purchaser  owns
             ---------------------------
Securities,  the  Company  covenants  to  timely  file  (or obtain extensions in
respect  thereof  and  file  within  the  applicable  grace  period) all reports
required  to  be  filed  by  the  Company  after the date hereof pursuant to the
Exchange  Act.  As  long as any Purchaser owns Securities, if the Company is not
required  to  file  reports  pursuant  to  the Exchange Act, it will prepare and
furnish  to  the  Purchasers and make publicly available in accordance with Rule
144(c) such information as is required for the Purchasers to sell the Securities
under  Rule  144.  The  Company further covenants that it will take such further
action  as  any  holder  of Securities may reasonably request, all to the extent
required from time to time to enable such Person to sell such Securities without
registration  under  the  Securities Act within the limitation of the exemptions
provided  by  Rule  144.

     4.3     Integration.  The Company shall not sell, offer for sale or solicit
             -----------
offers  to  buy or otherwise negotiate in respect of any security (as defined in
Section 2 of the Securities Act) that would be integrated with the offer or sale
of  the  Securities  in  a  manner that would require the registration under the
Securities  Act of the sale of the Securities to the Purchasers or that would be
integrated  with  the  offer or sale of the Securities for purposes of the rules
and  regulations  of  any  Trading Market such that it would require shareholder
approval  prior  to  the  closing  of  such other transaction unless shareholder
approval is obtained before the closing of such subsequent transaction.


<PAGE>
     4.4     Securities  Laws Disclosure; Publicity.  The Company shall, by 8:30
             --------------------------------------
a.m.  Eastern  time on the Trading Day following the Closing Date, issue a press
release or file a Current Report on Form 8-K, in each case reasonably acceptable
to each Purchaser disclosing the material terms of the transactions contemplated
hereby.  The Company and each Purchaser shall consult with each other in issuing
any  press  releases  with  respect to the transactions contemplated hereby, and
neither  the  Company  nor  any  Purchaser shall issue any such press release or
otherwise  make  any  such  public  statement  without  the prior consent of the
Company,  with  respect  to  any  press release of any Purchaser, or without the
prior  consent  of  each  Purchaser,  with  respect  to any press release of the
Company,  which  consent  shall  not  unreasonably  be  withheld, except if such
disclosure is required by law, in which case the disclosing party shall promptly
provide  the  other  party  with  prior  notice  of  such  public  statement  or
communication.  Notwithstanding  the  foregoing,  the Company shall not publicly
disclose  the name of any Purchaser, or include the name of any Purchaser in any
filing  with  the Commission or any regulatory agency or Trading Market, without
the  prior  written consent of such Purchaser, except (i) as required by federal
securities law in connection with the registration statement contemplated by the
Registration Rights Agreement and (ii) to the extent such disclosure is required
by  law  or  Trading Market regulations, in which case the Company shall provide
the  Purchasers  with  prior notice of such disclosure permitted under subclause
(i)  or  (ii).

     4.5     Shareholders Rights Plan.  No claim will be made or enforced by the
             ------------------------
Company or, to the knowledge of the Company, any other Person that any Purchaser
is  an"Acquiring  Person"  under any shareholders rights plan or similar plan or
arrangement in effect or hereafter adopted by the Company, or that any Purchaser
could  be  deemed  to trigger the provisions of any such plan or arrangement, by
virtue  of  receiving  Securities  under  the Transaction Documents or under any
other  agreement  between  the  Company  and  the  Purchasers. The Company shall
conduct  its  business  in  a  manner  so that it will not become subject to the
Investment  Company  Act.

     4.6     Non-Public  Information.  The  Company  covenants  and  agrees that
             -----------------------
neither  it nor any other Person acting on its behalf will provide any Purchaser
or  its  agents  or  counsel  with  any  information  that  the Company believes
constitutes material non-public information, unless prior thereto such Purchaser
shall have executed a written agreement regarding the confidentiality and use of
such  information.  The  Company  understands  and  confirms that each Purchaser
shall  be  relying on the foregoing representations in effecting transactions in
securities  of  the  Company.

     4.7     Use  of  Proceeds.  Except  as  set  forth on Schedule 4.7 attached
             -----------------
hereto,  the  Company shall use the net proceeds from the sale of the Securities
hereunder  for  working capital purposes (including, without limitation, payment
of  broker  or  finders'  fees  in connection with the transactions contemplated
hereby) and not for the satisfaction of any portion of the Company's debt (other
than  payment of trade payables in the ordinary course of the Company's business
and  prior  practices),  to  redeem  any  Company  equity  or  equity-equivalent
securities  or  to  settle  any  outstanding  litigation.


<PAGE>
     4.8     Reimbursement.  If  any  Purchaser becomes involved in any capacity
             -------------
in  any  Proceeding by or against any Person who is a stockholder of the Company
(except  as a result of sales, pledges, margin sales and similar transactions by
such  Purchaser  to or with any current stockholder), solely as a result of such
Purchaser's acquisition of the Securities under this Agreement, the Company will
reimburse  such Purchaser for its reasonable legal and other expenses (including
the  cost  of  any investigation preparation and travel in connection therewith)
incurred  in  connection  therewith,  as  such  expenses  are  incurred.  The
reimbursement  obligations  of  the  Company  under  this  paragraph shall be in
addition  to  any  liability  which the Company may otherwise have, shall extend
upon  the  same terms and conditions to any Affiliates of the Purchasers who are
actually  named  in  such  action,  proceeding  or  investigation, and partners,
directors,  agents,  employees and controlling persons (if any), as the case may
be,  of  the  Purchasers  and  any such Affiliate, and shall be binding upon and
inure  to  the  benefit  of  any  successors,  assigns,  heirs  and  personal
representatives  of  the  Company, the Purchasers and any such Affiliate and any
such  Person.  The  Company also agrees that neither the Purchasers nor any such
Affiliates,  partners, directors, agents, employees or controlling persons shall
have any liability to the Company or any Person asserting claims on behalf of or
in  right  of  the  Company solely as a result of acquiring the Securities under
this  Agreement.

     4.9     Indemnification  of  Purchasers.   The  Company  will indemnify and
             -------------------------------
hold  the  Purchasers  and  their  directors,  officers, shareholders, partners,
employees  and  agents  (each, a "Purchaser  Party")  harmless  from any and all
losses,  liabilities,  obligations,  claims,  contingencies,  damages, costs and
expenses,  including all judgments, amounts paid in settlements, court costs and
reasonable  attorneys'  fees  and costs of investigation that any such Purchaser
Party  may  suffer  or  incur  as  a  result  of  or  relating  to:  (a)  any
misrepresentation,  breach  or  inaccuracy,  or  any allegation by a third party
that,  if  true,  would  constitute  a  breach  or  inaccuracy,  of  any  of the
representations, warranties, covenants or agreements made by the Company in this
Agreement  or  in  the  other Transaction Documents; or (b) any cause of action,
suit  or  claim  brought or made against such Purchaser Party and arising solely
out  of  or  solely  resulting  from  the  execution,  delivery,  performance or
enforcement  of  this Agreement or any of the other Transaction Documents, other
than  directly  resulting from the gross negligence or willful misconduct of the
Purchasers.  The  Company will reimburse such Purchaser for its reasonable legal
and  other  expenses  (including  the cost of any investigation, preparation and
travel  in  connection  therewith)  incurred  in  connection  therewith, as such
expenses  are  incurred.

     4.10     Listing  of  Common  Stock.  The  Company  hereby  agrees  to  use
              --------------------------
commercially reasonable efforts to maintain the listing of the Common Stock on a
Trading Market, and as soon as reasonably practicable following the Closing (but
not  later  than  the earlier of the Effective Date and the first anniversary of
the  Closing  Date) to list all of the Shares and Warrant Shares on such Trading
Market.  The  Company  further agrees, if the Company applies to have the Common
Stock  traded  on  any other Trading Market, it will include in such application
all  of  the  Shares  and  Warrant Shares, and will take such other action as is
necessary  to  cause  all  of the Shares and Warrant Shares to be listed on such
other  Trading Market as promptly as possible.  The Company will take all action
reasonably  necessary to continue the listing and trading of its Common Stock on


<PAGE>
a  Trading  Market and will comply in all respects with the Company's reporting,
filing  and  other  obligations under the bylaws or rules of the Trading Market.

     4.11     Equal  Treatment of Purchasers.  No consideration shall be offered
              ------------------------------
or  paid  to  any  person to amend or consent to a waiver or modification of any
provision  of  any of the Transaction Documents unless the same consideration is
also  offered  to  all  of  the  parties  to  the  Transaction  Documents.  For
clarification  purposes,  this provision constitutes a separate right granted to
each  Purchaser  by the Company and negotiated separately by each Purchaser, and
is  intended to treat for the Company the Purchasers as a class and shall not in
any  way  be  construed  as  the Purchasers acting in concert or as a group with
respect  to  the  purchase,  disposition  or  voting of Securities or otherwise.

     4.12     Participation  in  Future Financing. From the date hereof until 12
              -----------------------------------
months after the Effective Date, the Company shall not effect a financing of its
Common  Stock  or Common Stock Equivalents (a "Subsequent Financing") unless (i)
the  Company  delivers  to  each  of such Purchasers a written notice at least 5
Trading Days  prior to the closing of such Subsequent Financing (the "Subsequent
Financing  Notice")  of its intention to effect such Subsequent Financing, which
Subsequent  Financing  Notice  shall  describe in reasonable detail the proposed
terms of such Subsequent Financing, the amount of proceeds intended to be raised
thereunder,  the  Person  with  whom such Subsequent Financing is proposed to be
effected,  and  attached  to  which  shall  be  a term sheet or similar document
relating  thereto and (ii) such Purchaser shall not have notified the Company by
6:30  p.m. (New York City time) on the fifth (5th) Trading Day after its receipt
of  the  Subsequent  Financing Notice of its willingness to provide (or to cause
its  designee  to  provide),  subject  to  completion  of  mutually  acceptable
documentation,  all  or  part of such financing to the Company on the same terms
set  forth  in  the Subsequent Financing Notice. If one or more Purchasers shall
fail  to  so  notify  the  Company  of  their  willingness to participate in the
Subsequent  Financing,  the  Company  may  effect  the remaining portion of such
Subsequent Financing on the terms and to the Persons set forth in the Subsequent
Financing  Notice;  provided that the Company must provide the Purchasers with a
second Subsequent Financing Notice, and the Purchasers will again have the right
of  first  refusal  set  forth  above  in  this  Section 4.12, if the Subsequent
Financing  subject to the initial Subsequent Financing Notice is not consummated
for any reason on the terms set forth in such Subsequent Financing Notice within
60  Trading  Days after the date of the initial Subsequent Financing Notice with
the  Person  identified  in  the  Subsequent Financing Notice.  In the event the
Company  receives  responses  to  Subsequent  Financing  Notices from Purchasers
seeking  to  purchase  more  than  the  financing  sought  by the Company in the
Subsequent  Financing such Purchasers shall have the right to purchase their Pro
Rata  Portion (as defined below) of the Common Stock or Common Stock Equivalents
to  be  issued  in such Subsequent Financing. "Pro Rata Portion" is the ratio of
(x) such Purchaser's Subscription Amount and (y) the aggregate sum of all of the
Subscription Amounts. Notwithstanding the foregoing, this Section 4.12 shall not
apply  in  respect  of  the issuance of (a) shares of Common Stock or options to
employees,  consultants,  officers  or  directors of the Company pursuant to any
stock  or  option plan duly adopted by a majority of the non-employee members of
the  Board  of  Directors  of  the  Company  or  a  majority of the members of a
committee  of  non-employee  directors  established  for  such  purpose  or  (b)
securities  upon  the  exercise  of  or


<PAGE>
conversion  of  any  convertible  securities,  options  or  warrants  issued and
outstanding  on  the  date of this Agreement, provided that such securities have
not  been  amended  since  the  date  of  this  Agreement.

     4.13     Subsequent Equity Sales.  From the date hereof until 90 days after
              -----------------------
the Effective Date, neither the Company nor any Subsidiary shall issue shares of
Common  Stock  or Common Stock Equivalents; provided, however, the 90 day period
set  forth in this Section 4.14 shall be extended for the number of Trading Days
during  such period in which (y) trading in the Common Stock is suspended by any
Trading  Market, or (z) following the Effective Date, the Registration Statement
is  not  effective  or the prospectus included in the Registration Statement may
not  be  used by the Purchasers for the resale of the Shares and Warrant Shares.
Notwithstanding  the  foregoing, this Section 4.14 shall not apply in respect of
the issuance of (a) shares of Common Stock or options to employees, consultants,
officers  or  directors of the Company pursuant to any stock or option plan duly
adopted  by  a majority of the non-employee members of the Board of Directors of
the  Company  or  a  majority  of  the  members  of  a committee of non-employee
directors established for such purpose or (b) securities upon the exercise of or
conversion  of  any  convertible  securities,  options  or  warrants  issued and
outstanding  on  the  date of this Agreement, provided that such securities have
not  been  amended  since  the  date  of  this  Agreement.

                                   ARTICLE V.
                                  MISCELLANEOUS

     5.1     Fees  and  Expenses.  Each party shall pay the fees and expenses of
             -------------------
its  advisers,  counsel,  accountants  and  other experts, if any, and all other
expenses  incurred  by  such  party  incident  to  the negotiation, preparation,
execution,  delivery  and  performance of this Agreement.  The Company shall pay
all  stamp  and other taxes and duties levied in connection with the sale of the
Securities.

     5.2     Entire  Agreement.  The  Transaction  Documents,  together with the
             -----------------
exhibits  and schedules thereto, contain the entire understanding of the parties
with respect to the subject matter hereof and supersede all prior agreements and
understandings, oral or written, with respect to such matters, which the parties
acknowledge  have  been  merged  into  such  documents,  exhibits and schedules.

     5.3     Notices.  Any and all notices or other communications or deliveries
             -------
required  or permitted to be provided hereunder shall be in writing and shall be
deemed  given  and effective on the earliest of (a) the date of transmission, if
such  notice or communication is delivered via facsimile at the facsimile number
set  forth  on  the signature pages attached hereto prior to 6:30 p.m. (New York
City  time)  on  a  Trading  Day,  (b)  the  next  Trading Day after the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  number set forth on the signature pages attached hereto on a day that
is not a Trading Day or later than 6:30 p.m. (New York City time) on any Trading
Day,  (c)  the second Trading Day following the date of mailing, if sent by U.S.
nationally  recognized  overnight courier service, or (d) upon actual receipt by
the  party  to  whom  such  notice  is  required  to  be  given.  The  address


<PAGE>
for such notices and communications shall be as set forth on the signature pages
attached  hereto.

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

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

     5.6     Successors  and  Assigns.  This Agreement shall be binding upon and
             ------------------------
inure  to the benefit of the parties and their successors and permitted assigns.
The Company may not assign this Agreement or any rights or obligations hereunder
without  the  prior written consent of each Purchaser.  Any Purchaser may assign
any  or  all  of  its  rights  under  this  Agreement to any Person to whom such
Purchaser  assigns  or transfers any Securities, provided such transferee agrees
in  writing  to  be  bound,  with  respect to the transferred Securities, by the
provisions hereof that apply to the "Purchasers".

     5.7     No  Third-Party  Beneficiaries.  This Agreement is intended for the
             ------------------------------
benefit  of  the  parties  hereto  and their respective successors and permitted
assigns  and is not for the benefit of, nor may any provision hereof be enforced
by, any other Person, except as otherwise set forth in Section 4.8.

     5.8     Governing  Law.  All  questions  concerning  the  construction,
             --------------
validity,  enforcement  and interpretation of the Transaction Documents shall be
governed  by  and construed and enforced in accordance with the internal laws of
the  State  of  New  York,  without regard to the principles of conflicts of law
thereof.  Each  party  agrees  that  all  legal  proceedings  concerning  the
interpretations,  enforcement  and  defense  of the transactions contemplated by
this  Agreement  and  any other Transaction Documents (whether brought against a
party  hereto  or  its respective affiliates, directors, officers, shareholders,
employees  or  agents)  shall  be commenced exclusively in the state and federal
courts  sitting  in  the City of New York.  Each party hereto hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in
the  City of New York, New York for the adjudication of any dispute hereunder or
in  connection herewith or with any transaction contemplated hereby or discussed
herein  (including  with  respect  to  the enforcement of any of the Transaction
Documents), and hereby irrevocably waives, and agrees not to assert in any suit,
action  or  proceeding,  any  claim  that  it  is  not personally subject to the
jurisdiction  of  any  such  court,  that  such  suit,  action  or proceeding is
improper.  Each  party  hereto  hereby  irrevocably  waives  personal service of


<PAGE>
process  and  consents  to  process  being  served  in  any such suit, action or
proceeding by delivering a copy thereof via overnight delivery (with evidence of
delivery)  to  such  party at the address in effect for notices to it under this
Agreement  and  agrees  that  such  service shall constitute good and sufficient
service of process and notice thereof.  Nothing contained herein shall be deemed
to  limit  in any way any right to serve process in any manner permitted by law.
Each  party  hereto  (including  its affiliates, agents, officers, directors and
employees)  hereby  irrevocably  waives,  to  the  fullest  extent  permitted by
applicable  law,  any  and  all  right  to trial by jury in any legal proceeding
arising  out  of  or relating to this Agreement or the transactions contemplated
hereby.  If  either  party shall commence an action or proceeding to enforce any
provisions  of  a Transaction Document, then the prevailing party in such action
or proceeding shall be reimbursed by the other party for its attorneys' fees and
other  costs  and  expenses  incurred  with  the  investigation, preparation and
prosecution  of  such  action  or  proceeding.

     5.9     Survival.  The  representations and warranties herein shall survive
             --------
the Closing and delivery of the Shares and Warrant Shares.

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

     5.11     Severability.  If  any  provision  of this Agreement is held to be
              ------------
invalid  or unenforceable in any respect, the validity and enforceability of the
remaining  terms  and  provisions  of  this  Agreement  shall  not in any way be
affected  or impaired thereby and the parties will attempt to agree upon a valid
and  enforceable provision that is a reasonable substitute therefor, and upon so
agreeing,  shall  incorporate  such  substitute  provision  in  this  Agreement.

     5.12     Replacement  of  Securities.  If  any  certificate  or  instrument
              ---------------------------
evidencing  any  Securities is mutilated, lost, stolen or destroyed, the Company
shall  issue  or  cause  to  be issued in exchange and substitution for and upon
cancellation thereof, or in lieu of and substitution therefor, a new certificate
or  instrument, but only upon receipt of evidence reasonably satisfactory to the
Company  of  such  loss,  theft  or  destruction  and  customary  and reasonable
indemnity,  if  requested.  The  applicants  for a new certificate or instrument
under  such  circumstances  shall  also  pay  any  reasonable  third-party costs
associated  with  the  issuance  of  such  replacement  Securities.

     5.13     Remedies.  In  addition  to  being entitled to exercise all rights
              --------
provided  herein  or  granted by law, including recovery of damages, each of the
Purchasers  and  the  Company will be entitled to specific performance under the
Transaction  Documents.  The  parties  agree  that  monetary  damages may not be
adequate  compensation  for  any  loss  incurred  by  reason  of  any  breach of
obligations  described  in  the foregoing sentence and


<PAGE>
hereby  agrees  to  waive  in  any  action  for specific performance of any such
obligation  the  defense  that  a  remedy  at  law  would  be  adequate.

     5.14     Payment Set Aside.  To the extent that the Company makes a payment
              -----------------
or payments to any Purchaser pursuant to any Transaction Document or a Purchaser
enforces or exercises its rights thereunder, and such payment or payments or the
proceeds  of  such  enforcement or exercise or any part thereof are subsequently
invalidated,  declared  to  be  fraudulent or preferential, set aside, recovered
from,  disgorged by or are required to be refunded, repaid or otherwise restored
to  the  Company,  a  trustee,  receiver  or  any  other  person  under  any law
(including, without limitation, any bankruptcy law, state or federal law, common
law  or  equitable  cause of action), then to the extent of any such restoration
the  obligation  or  part  thereof  originally intended to be satisfied shall be
revived  and  continued in full force and effect as if such payment had not been
made  or  such  enforcement  or  setoff  had  not  occurred.

     5.15     Independent  Nature  of  Purchasers'  Obligations and Rights.  The
              ------------------------------------------------------------
obligations of each Purchaser under any Transaction Document are several and not
joint  with  the  obligations  of any other Purchaser, and no Purchaser shall be
responsible  in  any  way  for  the  performance of the obligations of any other
Purchaser  under  any  Transaction Document.  Nothing contained herein or in any
Transaction  Document,  and  no  action taken by any Purchaser pursuant thereto,
shall be deemed to constitute the Purchasers as a partnership, an association, a
joint  venture  or  any  other  kind of entity, or create a presumption that the
Purchasers  are  in any way acting in concert or as a group with respect to such
obligations  or the transactions contemplated by the Transaction Document.  Each
Purchaser  shall  be  entitled  to independently protect and enforce its rights,
including without limitation, the rights arising out of this Agreement or out of
the  other  Transaction  Documents,  and it shall not be necessary for any other
Purchaser  to  be  joined  as  an  additional  party  in any proceeding for such
purpose.  Each  Purchaser has been represented by its own separate legal counsel
in  their  review  and negotiation of the Transaction Documents.  For reasons of
administrative  convenience  only,  Purchasers and their respective counsel have
chosen to communicate with the Company through FW.  FW does not represent all of
the  Purchasers  but  only  Ram  Capital  Resources.  The Company has elected to
provide  all  Purchasers  with  the same terms and Transaction Documents for the
convenience of the Company and not because it was required or requested to do so
by  the  Purchasers.

                            (Signature Page Follows)



<PAGE>
          IN  WITNESS  WHEREOF,  the  parties hereto have caused this Securities
Purchase  Agreement  to  be  duly  executed  by  their  respective  authorized
signatories  as  of  the  date  first  indicated  above.

ELINEAR,  INC.

                                             Address for Notice:
                                             -------------------


By:_______________________________________
   Name:
   Title:

With a copy to (which shall not constitute notice):



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                     SIGNATURE PAGES FOR PURCHASERS FOLLOW]




<PAGE>
        [PURCHASER SIGNATURE PAGES TO ELIN SECURITIES PURCHASE AGREEMENT]

     IN  WITNESS  WHEREOF,  the undersigned have caused this Securities Purchase
Agreement  to  be duly executed by their respective authorized signatories as of
the  date  first  indicated  above.


Name of Investing Entity: ____________________________________
Signature of Authorized Signatory of Investing Entity: _________________________
Name of Authorized Signatory: ____________________________________
Title of Authorized Signatory: ___________________________________
Email Address of Authorized Signatory: _________________________________________

Address for Notice of Investing Entity:




Address  for Delivery of Securities for Investing Entity (if not same as above):





Subscription Amount:
Shares:
Warrant Shares:
EIN Number:    [WE SUGGEST YOU PROVIDE THIS UNDER SEPARATE COVER]

                           [SIGNATURE PAGES CONTINUE]




<PAGE>