EXHIBIT 10.15



                              INVESTMENT AGREEMENT


                                     between



                              QUEST PRODUCTS CORP.



                                       and



                            DOMAIN INVESTMENTS, INC.


Dated as of November 2, 2000


     INVESTMENT  AGREEMENT (this  "AGREEMENT"),  dated as of November 2, 2000 by
and among QUEST PRODUCTS CORP., a Delaware  corporation  with offices located at
6900  Jericho  Turnpike,  Syosset,  New York 11791 (the  "COMPANY'),  and DOMAIN
INVESTMENTS,  INC. with offices located at c/o Meridian Equities,  126 East 56th
Street, 19th Floor, New York, NY 10022 (the "INVESTOR").

     WHEREAS:

     A. The Company and the Investor are executing and delivering this Agreement
in reliance upon the exemption from securities  registration afforded by Section
4(2) under the Securities Act of 1933, as amended (the "1933 ACT");

     B. The parties  desire that,  upon the terms and subject to the  conditions
contained  herein,  the Investor  shall invest up to $20,000,000 to purchase the
Company's common stock, $.00003 par value per share (the "COMMON STOCK"); and

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

     NOW THEREFORE, the Company and the Investor hereby agree as follows:


<PAGE>

     1. PURCHASE AND SALE OF COMMON STOCK

          a.  Purchase and Sale of Common Stock.  Upon the terms and  conditions
set forth  herein,  the Company  shall issue and sell to the  Investor,  and the
Investor shall purchase from the Company, up to those number of Shares having an
aggregate Purchase Price (as defined in Section 1(f)) of $20,000,000.

          b.  Delivery  ofPut  Notices.  Subject  to  the  satisfaction  of  the
conditions set forth in this Section 1, at any time and from time to time during
the period  beginning  on and  including  the  Business  Day (as defined  below)
immediately  following the date on which the initial Registration  Statement (as
defined in the Registration Rights Agreement) filed pursuant to the Registration
Rights Agreement is declared  effective (the "EFFECTIVE DATE") by the Securities
and  Exchange  Commission  (the "SEC") and ending on the earlier  of(i) the date
which is 24 months from the date hereof,  and (ii) termination of this Agreement
in accordance with Section 8 (the "OPEN  PERIOD"),  the Company may, in its sole
discretion,  deliver  a  written  notice  to  the  Investor  (each  such  notice
hereinafter  referred to as a "PUT NOTICE") stating a dollar amount (the "DOLLAR
AMOUNT") of Shares which the Company  intends to sell to the Investor during the
period beginning on the Business Day on the date which the Investor receives the
Put Notice (the "PUT NOTICE DATE") and ending on and including the date which is
10 Business  Days after such Put Notice Date (the  "PURCHASE  PERIOD")  provided
that on the date of the delivery of the Put Notice the Company is in  compliance
with the terms and  conditions  of the  Escrow  Agreement  between  the  parties
annexed  hereto as Exhibit I. In addition,  the Dollar Amount  designated by the
Company in a Put Notice shall be in  increments  of $25,000 and shall not exceed
$5,000,000.  The Put Notice shall be  irrevocable.  During the Open Period,  Put
Notices  may be  delivered  no more  frequently  than once in each  period of 10
consecutive  Business  Days,  such that a Put Notice  may not be given  during a
Purchase Period.  For purposes of this Agreement,  "BUSINESS DAY" shall mean any
day other than a Saturday, Sunday or a day on which commercial banks in the City
of New York are  authorized  or  required  by law or  executive  order to remain
closed or on which the  Principal  Market (as  defined in Section  1(e)) for the
Common Stock is not open for trading.

          If the Company  fails to deliver  such number of Put Notices as allows
the Investor to purchase  Shares having an aggregate  Purchase Price of at least
$500,000  within 180 days of the date hereof then the Company  shall  deliver to
the Investor on such date (i) an amount equal to 10% of the  difference  between
$500,000 and the aggregate amount set forth in the Put Notices  delivered to the
Investor by wire transfer of immediately  available funds, and (ii) a warrant to
purchase  100,000  shares of Common Stock at an exercise  price equal to 110% of
the closing  bid price (the "Bid  Price") of the Common  Stock on the  Principal
Market as reported by Bloomberg Financial Markets ("BLOOMBERG") (or in the event
that such price is not reported by  Bloomberg,  the average of the bid prices of
any market  makers for such  security as  reported  in the "pink  sheets" by the
National  Quotation  Bureau,  Inc.) on the day  which is 180 days  from the date
hereof;  substantially  in the  form  of  Exhibit  B,  which  payment  shall  be
Investor's  sole remedy for the Company's  failure to deliver such number of Put
Notices.  The Company  shall not be liable for the payments set forth in (i) and
(ii)  above if the  Company  is not  permitted  to  deliver  Put  Notices to the
Investor because 200% of


                                       -2-
<PAGE>

the  average  Daily  Trading   Volume  is  less  than  $25,000  or  because  the
Registration  Statement  has not been  declared  effective.  However,  except as
provided in the immediately preceding sentence, the Investor shall be liable for
such  payments,  unless  the  Company  delivers  pursuant  to the  terms  of the
Agreement  Put Notices to the Company in an amount  equal to 200% of the average
Daily  Trading  Volume,  at least  once every 10  Business  Days from the period
commencing  on the date that the  initial  Registration  Statement  is  declared
effective through the date on which the Company has delivered Put Notices to the
Investor in the aggregate amount of $500,000.  If the Company fails to deliver a
Put Notice to the Investor  because 200% of the average Daily Trading  Volume is
not equal to at least $25,000,  then such failure shall not cause the Company to
be liable for the payments set forth in (i) and (ii) above. If the Company fails
to issue the warrants and pay to the Investor such amounts when due, the Company
shall pay to the  Investor,  on the first  Business Day  following the date such
payment was due (in  addition to and not in lieu of any remedy the  Investor may
have in law or equity) an amount equal to $3,000, in cash by wire transfer, plus
compounded  annual  interest  of 18% on the sum of the  cash  amount  due to the
Investor  and the  product of  100,000  and the Bid Price 180 days from the date
hereof  during the period,  beginning  on the Business Day after such amount was
due, during which such amount, or any portion thereof is outstanding.

          c. Investor  Obligation to Purchase Shares.  Subject to the conditions
set forth in this  Agreement,  following  the  Investor's  receipt  of a validly
delivered  Put Notice,  the  Investor  shall be  required  to purchase  from the
Company  during  the  related  Purchase  Period a number  of  Shares  having  an
aggregate  Purchase Price equal to the lesser of (i) the Dollar Amount set forth
in  the  Put  Notice  (subject  to  reduction  during  the  Purchase  Period  as
hereinafter provided),  and (ii) 200% of the average Daily Trading Dollar Volume
(as defined below) of the Common Stock during the 30  consecutive  Business Days
immediately  preceding the Put Notice Date (the lesser of(i) or (ii) above shall
be referred to herein as the  "REQUIRED  DOLLAR  AMOUNT").  For purposes of this
Agreement,  "DAILY  TRADING  DOLLAR  VOLUME"  shall mean the number of shares of
Common  Stock  traded on such day on the  Principal  Market on which the  Common
Stock is traded multiplied by such day's Applicable  Trading Price of the Common
Stock (as reported by Bloomberg).

          d.   Limitation   on  Investor's   Obligation   to  Purchase   Shares.
Notwithstanding  anything to the contrary in this  Agreement,  in no event shall
the  Investor be  required to  purchase,  and a Required  Dollar  Amount may not
include,  an amount,  which when added to the sum of (i) the number of shares of
Common Stock  benefically  owned by the  Investor as such term is defined  under
Section 13(d) of the  Securities  Exchange Act of 1934 (the "1934 ACT") and (ii)
all other  Shares to be acquired by the Investor  pursuant to this  Agreement to
which this  determination of the permitted Required Dollar Amount is being made,
would exceed 9.9% of the number of shares of Common Stock outstanding on the Put
Notice Date for such Purchase  Period,  as determined in accordance with Section
13(d) of the 1934 Act.  Each Put Notice shall  include a  representation  of the
Company as to the number of shares of Common  Stock  outstanding  on the related
Put Notice Date as determined in accordance  with Section 13(d) of the 1934 Act.
In the event that the number of shares of Common Stock outstanding as determined
in accordance with Section 13(d) of the 1934 Act is different on any date during
a Purchase  Period than on the Put Notice  Date  associated  with such  Purchase
Period,  then the  number of shares on  Common  Stock  outstanding  on such date
during such


                                      -3-
<PAGE>

Purchase  Period shall govern for purposes of determining  whether the Investor,
when  aggregating all purchases of Shares made pursuant to this Agreement in the
61 calendar days preceding such date,  would have acquired more than 9.9% of the
number of shares of Common Stock outstanding during such period.

          e.   Conditions   to  Investor's   Obligation   to  Purchase   Shares.
Notwithstanding  anything to the contrary in this  Agreement,  the Company shall
not be entitled to deliver a Put Notice and require the Investor to purchase any
Shares at a Closing (as defined in Section  1(g))  unless each of the  following
conditions are satisfied:  (i) the Daily Trading Volume for the 10 Business Days
preceding the Put Notice Date and the Closing Date, as defined below shall be at
least $25,000; (ii) a Registration  Statement shall have been declared effective
and  shall  remain  effective  and  available  for  sale of all the  Registrable
Securities (as defined in the Registration Rights Agreement) at all times during
the Purchase Period,  (iii) at all times during the period beginning on the date
that the Company delivers the related Put Notice and ending on and including the
related  Closing  Date,  the Common Stock shall have been listed on The American
Stock Exchange,  Inc. or The New York Stock Exchange,  Inc. or designated on the
Nasdaq National Market, The Nasdaq SmallCap Market, or the National  Association
of Securities  Dealer's,  Inc. OTC  electronic  bulletin  board (the  "PRINCIPAL
MARKET") and shall not have been suspended from trading  thereon and the Company
shall not have been  notified of any pending or  threatened  proceeding or other
action to delist or suspend the Common Stock;  (iv) during the period  beginning
on the date of this Agreement and ending on and including the applicable Closing
Date,  there shall not have occurred a Major  Transaction  (as defined below) or
the  public  announcement  of a  pending  Major  Transaction  which has not been
abandoned or terminated;  and (v) the Company has complied with its  obligations
and is otherwise  not in breach of, or in default  under,  this  Agreement,  the
Registration  Rights  Agreement or any other  agreement  executed in  connection
herewith. If any of the events described in clauses (i) through (v) above occurs
after an effective Put Notice is so delivered,  then the Investor  shall have no
further  obligation  to purchase the balance of such  Required  Dollar Amount of
Common Stock during such Purchase  Period.  The "APPLICABLE  TRADING PRICE" with
respect to the Common Stock on any Business Day, shall mean the Weighted Average
Price (as defined  below) of the Common Stock on such  Business  Day.  "WEIGHTED
AVERAGE   PRICE"   means,   for  any  security  as  of  any  date,   the  dollar
volume-weighted  average  price for such  security on the  Principal  Market (as
reported  by  Bloomberg  through  its  "Volume  at Price"  function)  or, if the
Principal Market is not the principal  securities exchange or trading market for
such security, the dollar volume-weighted  average price of such security on the
principal securities exchange or trading market where such security is listed or
traded (as reported by Bloomberg through its "Volume at Price" function),  or if
the  foregoing do not apply,  the dollar  volume-weighted  average price of such
security in the over-the-counter market on the OTC electronic bulletin board for
such security as reported by Bloomberg, or, if no dollar volume-weighted average
price is reported for such security by Bloomberg,  the average of the bid prices
of any market  makers for such  security as reported in the "pink sheets" by the
National  Quotation  Bureau,  Inc.  If the  Weighted  Average  Price  cannot  be
calculated  for such  security on such date on any of the foregoing  bases,  the
Weighted  Average  Price of such  security on such date shall be the fair market
value as mutually determined by the Company and the Investor.

                                      -4-


<PAGE>

          A Put Notice  shall be deemed  delivered on (i) the Business Day it is
received by  facsimile  or  otherwise by the Investor if such notice is received
prior to 12:00 noon Eastern Time, or (ii) the  immediately  succeeding  Business
Day if it is received by facsimile or otherwise after 12:00 noon Eastern Time on
a  Business  Day or at any time on a day  which is not a  Business  Day.  No Put
Notice may be deemed delivered, on a day that is not a Business Day.

          For purposes of this Agreement,  a "MAJOR TRANSACTION" shall be deemed
to  have  occurred  at the  closing  of any of the  following  events:  (i)  the
consolidation,  merger or other business combination of the Company with or into
another person (other than pursuant to a migratory  merger  effected  solely for
the purposes of changing the jurisdiction of incorporation of the Company); (ii)
the sale or transfer of all or  substantially  all of the Company's  assets;  or
(iii) the  consummation  of a purchase,  tender or  exchange  offer made to, and
accepted  by, the holders of more than 30% of the  economic  interest in, or the
combined voting power of all classes of voting stock of, the Company.

          f.  Purchase  Price Per Share.  For  purposes of this  Agreement,  the
"PURCHASE  PRICE" for each Share purchased by the Investor shall be equal to (i)
the product of (A) 91% and (B) the average of the three lowest Bid Prices of the
Common Stock during the ten  consecutive  Business  Days ending on and including
the day preceding  the Closing Date as described in Section 1(b).  The number of
Shares so to be  purchased  pursuant to each Put Notice  shall be rounded to the
nearest whole number so as to avoid the issuance of fractional shares.

          g.  Mechanics  of  Purchase  of Shares  by  Investor.  Subject  to the
satisfaction  of the conditions set forth in Sections 1(e), 6 and 7, the closing
of the  purchase by the  Investor of Shares (a  "CLOSING")  shall occur at 10:00
a.m.  Eastern  Time,  on the  date  which is ten  Business  Days  following  the
applicable  Put Notice  Date (or such  other  time or later date as is  mutually
agreed to by the Company and the  Investor) (a "CLOSING  DATE").  On or prior to
each Closing Date, (A) the Company shall deliver to the Escrow Agent pursuant to
the Escrow Agreement, annexed hereto, the Investor certificates representing the
Shares  and the  Class B  Warrants  in the form  annexed  hereto  (the  "CLASS B
WARRANTS"),  as described  below,  to be issued and sold to the Investor on such
date and  registered in the name of the Investor or deposit such Shares into the
account(s) (with the Investor receiving confirmation that the Shares are in such
account(s))  designated  by the Investor for the benefit of the Investor and (B)
the Investor shall deliver to the Escrow Agent the Purchase Price to be paid for
such  Shares  (after  receipt  of  confirmation  of  delivery  of such  Shares),
determined as aforesaid,  by cashier's check or wire transfer. In addition, each
of the Company and the Investor  shall deliver all  documents,  instruments  and
writings required to be delivered by either of them to the Escrow Agent pursuant
to this  Agreement at or prior to each Closing.  In the  alternative to physical
delivery of  certificates  for Common Stock to the Escrow Agent,  if delivery of
the Shares may be  effectuated by electronic  book-entry  through The Depository
Trust Company  ("DTC"),  then  delivery of the Shares  pursuant to such purchase
shall,  unless requested  otherwise by such Investor (or holder of such Shares),
settle by book-entry  transfer through DTC by the Closing Date. The panics agree
to coordinate with DTC to accomplish this objective.

          On each Closing Date,  the Company  shall issue to the  Investor,  the
Class B Warrants


                                      -5-
<PAGE>

substantially in the form annexed hereto, to purchase a number of shares of
Common Stock equal to 10% of the number of Shares to be purchased by the
Investor on the Closing Date. The exercise price of each Class B Warrant shall
be equal to 110% of the Purchase Price paid for the Shares on the applicable
Closing Date.

          h.  Delisting;  Suspension.  If at anytime  during the Open  Period or
within 30 days after the end of the Open Period, (i) the Registration Statement,
after it has been declared  effective,  shall not remain effective and available
for sale of all the Registrable  Securities,  (ii) the Common Stock shall not be
listed on the Principal Market or shall have been suspended from trading thereon
(excluding  suspensions of not more than one trading day resulting from business
announcements  by the  Company) or the Company  shall have been  notified of any
pending or threatened proceeding or other action to delist or suspend the Common
Stock,  or (iii) there  shall have  occurred a Major  Transaction  or the public
announcement  of a pending  Major  Transaction  which has not been  abandoned or
terminated,  the Investor  shall have the right (the  "REPURCHASE  OPTION"),  as
partial  relief for the damages to the Investor by reason of the  occurrence  of
the events listed in clauses (i), (ii) or (iii) above (which remedy shall not be
exclusive  of any  other  remedies  available  at law or  equity),  in its  sole
discretion,  which  right  shall be  exercised  within 30 days of such  event or
occurrence  (a  "REPURCHASE  EVENT"),  to sell to the  Company,  and the Company
agrees to buy, promptly upon the exercise of such right by the Investor,  but in
any event within 10 calendar days of the exercise of such right,  and subject to
the limitations imposed by the General  Corporation Law of Delaware,  all or any
part of the Shares issued to the Investor  within the 60 Business Days preceding
the Investor's  exercise of the Repurchase  Option and then held by the Investor
at a price per Share equal to the highest  Applicable  Trading  Price during the
period beginning on the date of the Repurchase Event and ending on and including
the date on which the Investor  exercises  its  Repurchase  Option (the "PAYMENT
AMOUNT"). If the Company fails to pay to the Investor the full aggregate Payment
Amount  within 10 calendar  days of the  Investor's  exercise of the  Repurchase
Option hereunder,  the Company shall pay to the Investor,  on the first Business
Day  following  such tenth  calendar  day, in addition to and not in lieu of the
Payment  Amount  payable by the  Company to the  Investor  upon  exercise of the
Repurchase  Option,  an amount equal to 2% of the aggregate  Payment Amount then
due and  payable to the  Investor,  in cash by wire  transfer,  plus  compounded
annual  interest of 18% on such Payment  Amount during the period,  beginning on
the day following such tenth calendar day, during which such Payment Amount,  or
any portion thereof, is outstanding.

          i. Overall Limit on Common Stock  Issuable.  Notwithstanding  anything
contained  herein to the contrary,  the number of Shares issuable by the Company
and purchasable by the Investor including the shares of Common Stock issuable in
connection with the warrants issuable hereunder,  shall not exceed 19.99% of the
shares of Common Stock outstanding as of the date hereof, subject to appropriate
adjustment  for stock splits,  stock  dividends,  combinations  or other similar
recapitalization   affecting  the  Common  Stock  (the  "MAXIMUM   COMMON  STOCK
ISSUANCE"),  unless the issuance of Shares  including the Shares of Common Stock
issuable in  connection  with the Warrants  issuable  hereunder in excess of the
Maximum  Common  Stock  Issuance  shall  first  be  approved  by  the  Company's
shareholders  in accordance  with applicable law and the By-laws and Articles of
Incorporation of the Company, if such issuance of shares of


                                       -6-
<PAGE>

Common Stock could cause a delisting on the Principal  Market.  Without limiting
the generality of the foregoing, such shareholders' approval must duly authorize
the issuance by the Company of shares of Common Stock totaling 19.99% or more of
the shares of Common Stock outstanding on the date hereof The parties understand
and agree that the Company's failure to seek or obtain such shareholder approval
shall in no way  adversely  affect the  validity  and due  authorization  of the
issuance and sale of Shares hereunder or the Investor's obligation in accordance
with the  terms and  conditions  hereof  to  purchase  a number of Shares in the
aggregate up to the Maximum  Common  Stock  Issuance  limitation,  and that such
approval pertains only to the applicability of the Maximum Common Stock Issuance
limitation provided in this Section 1(i).

          2. INVESTOR'S REPRESENTATIONS AND WARRANTIES.

          The Investor represents and warrants to the Company that:

          a.  Investment  Purpose.  The  Investor is  acquiring  the  securities
issuable  pursuant to the Agreement (the  "Securities")  for its own account for
investment,  only and not with a view towards, or for resale in connection with,
the public sale or distribution thereof,  except pursuant to sales registered or
exempted   under  the  1933  Act;   provided,   however,   that  by  making  the
representations  herein,  the  Investor  does  not  agree  to  hold  any  of the
Securities  for any minimum or other  specific  term and  reserves  the right to
dispose  of the  Securities  at any time in  accordance  with or  pursuant  to a
registration statement or an exemption under the 1933 Act.

          b. Accredited Investor Status; Sophisticated Investor. The Investor is
an "accredited  investor" as that term is defined in Rule 501(a) of Regulation D
under  the 1933  Act.  The  Investor  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.

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

          d.  Information.  The Investor  and its  advisors,  if any,  have been
furnished with all materials  relating to the business,  finances and operations
of the Company and  materials  relating to the offer and sale of the  Securities
which have been  requested by the Investor.  The Investor and its  advisors,  if
any, have been afforded the opportunity to ask questions of the Company. Neither
such  inquiries  nor any other due  diligence  investigations  conducted  by the
Investor or its advisors,  if any, or its representatives shall modify, amend or
affect  the  Investor's  right  to rely  on the  Company's  representations  and
warranties  contained  in Section 3 below.  The  Investor  understands  that its
investment in the  Securities  involves a high degree of risk.  The Investor has
sought such accounting,  legal and tax advice as it has considered  necessary to
make an informed investment decision with


                                       -7-
<PAGE>

respect to its acquisition of the Securities.

          e. No Governmental  Review.  The Investor  understands  that no United
States federal or state agency or any other  government or  governmental  agency
has passed on or made any recommendation or endorsement of the Securities or the
fairness  or  suitability  of the  investment  in the  Securities  nor have such
authorities  passed  upon  or  endorsed  the  merits  of  the  offering  of  the
Securities.

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

          g.  Legends.  The Investor  understands  that,  until such time as the
resale of the Securities has been registered  under the 1933 Act as contemplated
by  the  Registration  Rights  Agreement,  the  certificates   representing  the
Securities,  except as set  forth  below,  shall  bear a  restrictive  legend in
substantially  the  following  form  (and a  stop-transfer  order  may be placed
against transfer of such stock certificates):

          THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
          REGISTERED  FOR RESALE UNDER THE  SECURITIES ACT OF 1933, AS
          AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES
          MAY NOT BE OFFERED FOR SALE,  SOLD,  TRANSFERRED OR ASSIGNED
          EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT FOR
          THE RESALE OF THE  SECURITIES  UNDER THE  SECURITIES  ACT OF
          1933, AS AMENDED,  AND APPLICABLE  STATE SECURITIES LAWS, OR
          AN OPINION OF COUNSEL, IN A GENERALLY  ACCEPTABLE FORM, THAT
          REGISTRATION  IS NOT REQUIRED  UNDER SAID ACT OR  APPLICABLE
          STATE  SECURITIES  LAWS OR UNLESS SOLD  PURSUANT TO RULE 144
          UNDER SAID ACT.


                                  -8-
<PAGE>

          The legend set forth  above  shall be removed  and the  Company  shall
issue a  certificate  without such legend to the holder of the  Securities  upon
which it is stamped, (i) unless otherwise required by state securities laws, (i)
such Securities are registered for resale under the 1933 Act, (ii) in connection
with a sale  transaction,  such holder  provides  the Company with an opinion of
counsel,  in a generally  acceptable  form,  to the effect  that a public  sale,
assignment or transfer of such Securities may be made without registration under
the 1933  Act,  or (iii)  such  holder  provides  the  Company  with  assurances
reasonably  acceptable to the Company that such  Securities can be sold pursuant
to Rule 144 without any restriction as to (A) the number of securities  acquired
as of a particular date that can then be immediately sold or (B) manner of sale.
The Investor covenants that, in connection with any transfer of Securities by it
pursuant to an effective  registration statement under the 1933 Act, it will (i)
comply with the applicable  prospectus  delivery  requirements  of the 1933 Act,
provided  that  copies  of a  current  prospectus  relating  to  such  effective
registration  statement  are or have been  supplied  to the  Investor,  and (ii)
comply  with the  "Plan  of  Distribution"  section  of the  current  prospectus
relating to such effective registration statement.

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

          i. Residency. The Investor is a resident of the State of New York.

          j.  Section 9 of the 1934 Act.  During the Open  Period,  the Investor
will  comply  with the  provisions  of Section 9 of the 1934 Act,  and the rules
promulgated thereunder, with respect to transactions involving the Common Stock.

          k.  Restriction on Short Sales.  The Investor agrees that the Investor
shall not engage in any  transaction  constituting a "short sale" (as defined in
Rule 3b-3 of the 1934 Act) of the Common Stock  (collectively,  "Short  Sales").
Notwithstanding  the foregoing,  the restriction on Short Sales set forth in the
previous sentence of this paragraph shall not apply (a) on and after any date on
which the Common  Stock is not listed or quoted on the  Principal  Market or has
been suspended from trading on any such exchange  (excluding  suspensions of not
more than one day resulting from business  announcements by the Company), or any
such delisting or suspension is threatened or pending;  (b) on or after any date
on which there shall have occurred any breach of any covenant, representation or
agreement  of the  Company  to the  Investor;  (c) on or after any date on which
there shall have been an announcement of a pending,  proposed or intended change
of control of the Company; (d) with respect to a short sale that does not exceed
the sum of (i) the number of shares of Common Stock  issuable  upon the exercise
of warrants held by the Investor  issued pursuant to this Agreement and (ii) the
number of shares of Common Stock which the Investor  anticipates  will be issued
to the Investor for which the Investor has received a Put Notice.


                                      -9-
<PAGE>

          3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

          The Company represents and warrants to the Investor that:

          a. Organization and Oualification.  The Company and its "SUBSIDIARIES"
(which for  purposes of this  Agreement  means any entity in which the  Company,
directly  or  indirectly,  owns  capital  stock or holds an  equity  or  similar
interest)  (a  complete  list of  which  is set  forth  in  Schedule  3(a))  are
corporations duly organized and validly existing in good standing under the laws
of the  jurisdiction  in which  they are  incorporated,  and have the  requisite
corporate power and  authorization to own their properties and to carry on their
business as now being  conducted.  Each of the Company and its  Subsidiaries  is
duly  qualified as a foreign  corporation to do business and is in good standing
in every  jurisdiction  in which its  ownership of property or the nature of the
business  conducted  by it makes  such  qualification  necessary,  except to the
extent that the failure to be so qualified or be in good standing would not have
a Material Adverse Effect. As used in this Agreement,  "MATERIAL ADVERSE EFFECT"
means  any  material  adverse  effect  on  the  business,   properties,  assets,
operations,  results of  operations,  financial  condition  or  prospects of the
Company and its  Subsidiaries,  if any, taken as a whole, or on the transactions
contemplated  hereby or by the agreements and  instruments to be entered into in
connection  herewith,  or on the  authority or ability of the Company to perform
its obligations under the Transaction Documents (as defined in Section 3(b)).

          b. Authorization;  Enforcement; Compliance with Other Instruments. (i)
The Company has the  requisite  corporate  power and authority to enter into and
perform this Agreement, the Registration Rights Agreement, The Escrow Agreement,
the Irrevocable Transfer Agent Instructions,  the Class A Warrants,  the Class B
Warrants (collectively, the "WARRANTS") and each of the other agreements entered
into by the parties hereto in connection with the  transactions  contemplated by
this Agreement (collectively,  the "TRANSACTION  I)OCUMENTS"),  and to issue the
Shares and the Warrants in  accordance  with the terms hereof and thereof,  (ii)
the execution and delivery of the  Transaction  Documents by the Company and the
consummation  by  it  of  the  transactions  contemplated  hereby  and  thereby,
including  without  limitation the  reservation for issuance and the issuance of
the Shares  and the  Warrants  pursuant  to this  Agreement,  have been duly and
validly authorized by the Company's Board of Directors and no further consent or
authorization  is  required  by the  Company,  its  Board  of  Directors  or its
shareholders,  (iii)  the  Transaction  Documents  have  been  duly and  validly
executed  and  delivered  by the  Company  and  (iv) the  Transaction  Documents
constitute the valid and binding  obligations of the Company enforceable against
the Company in accordance with their terms, except as such enforceability may be
limited by general  principles of equity or applicable  bankruptcy,  insolvency,
reorganization,   moratorium,  liquidation  or  similar  laws  relating  to,  or
affecting generally, the enforcement of creditors' rights and remedies.

          c. Capitalization. As of the date hereof, the authorized capital stock
of the Company consists  of(i)390,000,000 shares of Common Stock, of which as of
the date hereof 216,838,334 shares are issued and outstanding, 10,000,000 shares
of  Preferred  Stock,  of which as of the date  hereof no shares  are issued and
outstanding and 75,893,951 shares of Common Stock are issuable


                                      -10-
<PAGE>

upon the  exercise of  options,  warrants  and  conversion  rights.  All of such
outstanding  shares have been, or upon issuance will be,  validly issued and are
fully paid and  nonassessable.  Except as  disclosed  in Schedule  3(c),  (i) no
shares of the Company's  capital  stock are subject to preemptive  rights or any
other similar rights or any liens or  encumbrances  suffered or permitted by the
Company,  (ii) there are no  outstanding  debt  securities,  (iii)  there are no
outstanding  shares  of  capital  stock,  options,  warrants,  scrip,  rights to
subscribe to, calls or commitments of any character  whatsoever  relating to, or
securities  or rights  convertible  into,  any  shares of  capital  stock of the
Company or any of its Subsidiaries, or contracts, commitments, understandings or
arrangements  by which the Company or any of its  Subsidiaries  is or may become
bound to issue  additional  shares of capital stock of the Company or any of its
Subsidiaries  or options,  warrants,  scrip,  rights to  subscribe  to, calls or
commitments  of any  character  whatsoever  relating to, or securities or rights
convertible  into,  any  shares of  capital  stock of the  Company or any of its
Subsidiaries,  (iv) there are no  agreements  or  arrangements  under  which the
Company or any of its  Subsidiaries  is obligated to register the sale of any of
their securities under the 1933 Act (except the Registration  Rights Agreement),
(v)  there  are  no  outstanding  securities  of  the  Company  or  any  of  its
Subsidiaries which contain any redemption or similar  provisions,  and there are
no contracts,  commitments,  understandings or arrangements by which the Company
or any of its  Subsidiaries  is or may become  bound to redeem a security of the
Company or any of its Subsidiaries,  (vi) there are no securities or instruments
containing  anti-dilution  or similar  provisions  that will be triggered by the
issuance of the  Securities  as described in this  Agreement,  (vii) the Company
does not  have  any  stock  appreciation  rights  or  "phantom  stock"  plans or
agreements or any similar plan or agreement and (viii) there is no dispute as to
the  class of any  shares  of the  Company's  capital  stock.  The  Company  has
furnished to the Investor true and correct  copies of the Company's  Articles of
Incorporation,   as  in   effect  on  the  date   hereof   (the   "ARTICLES   OF
INCORPORATION"), and the Company's By-laws, as in effect on the date hereof (the
"BY-LAWS `), and the terms of all securities convertible into or exercisable for
Common Stock and the material rights of the holders thereof in respect thereto.

          d. Issuance of Shares.  A number of shares of Common Stock equal to at
least 150% of the aggregate number of Shares issuable pursuant to this Agreement
but not more than  19.99% of the shares of Common  Stock  outstanding  as of the
date hereof,  to the extent that the  provisions of Section 1(i) are  applicable
hereunder,  based on the  Purchase  Price per Share as of the date hereof and an
aggregate  Purchase  Price of  $20,000,000  (regardless of any limitation on the
timing or amount  of such  purchases)  initially  has been duly  authorized  and
reserved for issuance (subject to adjustment  pursuant to the Company's covenant
set forth in Section 4(f) below)  pursuant to this  Agreement.  Upon issuance in
accordance  with this Agreement,  the Securities  will be validly issued,  fully
paid and nonassessable  and free from all taxes,  liens and charges with respect
to the issue  thereof.  The issuance by the Company of the  Securities is exempt
from registration under the 1933 Act.

          e. No  Conflicts.  The  execution,  delivery  and  performance  of the
Transaction  Documents by the Company and the consummation by the Company of the
transactions  contemplated hereby and thereby will not (i) result in a violation
of the Articles of Incorporation,  any Certificate of Designations,  Preferences
and Rights of any outstanding series of preferred stock of



                                      -11-
<PAGE>

the Company or the By-laws or (ii) conflict with, or constitute a default (or an
event which with notice or lapse of time or both would become a default)  under,
or  give to  others  any  rights  of  termination,  amendment,  acceleration  or
cancellation  of,  any  material   agreement,   contract,   indenture  mortgage,
indebtedness or instrument to which the Company or any of its  Subsidiaries is a
party, or result in a violation of any law, rule, regulation, order, judgment or
decree   (including   United  States  federal  and  state  securities  laws  and
regulations  and the rules and regulations  ofthe Principal  Market or principal
securities  exchange  or trading  market on which the Common  Stock is traded or
listed)  applicable  to the Company or any of its  Subsidiaries  or by which any
property  or  asset  of the  Company  or any of its  Subsidiaries  is  bound  or
affected.  Except as  disclosed  in Schedule  3(e),  neither the Company nor its
Subsidiaries is in violation of any term of or in default under, the Articles of
Incorporation,  any Certificate of  Designations,  Preferences and Rights of any
outstanding  series of  preferred  stock of the  Company or the By-laws or their
organizational  charter or by-laws,  respectively,  or any contract,  agreement,
mortgage, indebtedness,  indenture, instrument, judgment, decree or order or any
statute,  rule or  regulation  applicable  to the  Company or its  Subsidiaries,
except   for   possible   conflicts,   defaults,    terminations,    amendments,
accelerations,  cancellations  and violations that would not  individually or in
the aggregate have a Material  Adverse  Effect.  The business of the Company and
its  Subsidiaries  is not  being  conducted,  and  shall  not be  conducted,  in
violation of any law,  statute,  ordinance,  rule,  order or  regulation  of any
governmental  authority or agency,  regulatory  or self  regulatory  agency,  or
court,   except  for  possible   violations   the  sanctions  for  which  either
individually  or in the  aggregate  would not have a  Material  Adverse  Effect.
Except as specifically  contemplated by this Agreement and as required under the
1933 Act,  the  Company is not  required to obtain any  consent,  authorization,
permit  or order  of,  or make any  filing  or  registration  with,  any  court,
governmental authority or agency,  regulatory or self regulatory agency or other
third  party  in  order  for  it to  execute,  deliver  or  perform  any  of its
obligations  under, or contemplated by, the Transaction  Documents in accordance
with the terms hereof or thereof. All consents, authorizations, permits, orders,
filings and  registrations  which the Company is required to obtain  pursuant to
the  preceding  sentence  have been obtained or effected on or prior to the date
hereof  and are in full  force  and  effect  as of the date  hereof.  Except  as
disclosed in Schedule 3(e), the Company and its  Subsidiaries are unaware of any
facts or  circumstances  which  might  give  rise to any of the  foregoing.  The
Company is not, and will not be, in violation of the listing requirements of the
Principal  Market  as in effect on the date  hereof  and on each of the  Closing
Dates and is not aware of any facts which would  reasonably lead to delisting of
the Common Stock by the Principal Market in the foreseeable future.

          f. SEC Documents:  Financial  Statements.  Since December 31, 1999 the
Company has filed all reports,  schedules, forms, statements and other documents
required to be filed by it with the SEC pursuant to the  reporting  requirements
of the 1934 Act (all of the  foregoing  filed  prior to the date  hereof and all
exhibits  included  therein and financial  statements and schedules  thereto and
documents incorporated by reference therein being hereinafter referred to as the
"SEC   DOCUMENTS").   The  Company  has   delivered   to  the  Investor  or  its
representatives  true and  complete  copies  of the SEC  Documents.  As of their
respective  dates, the SEC Documents  complied in all material respects with the
requirements  of the  1934  Act  and  the  rules  and  regulations  of  the  SEC
promulgated  thereunder  applicable  to the SEC  Documents,  and none of the SEC
Documents,


                                      -12-
<PAGE>

at the time they were filed with the SEC,  contained  any untrue  statement of a
material fact or omitted to state a material fact required to be stated  therein
or  necessary  in  order  to  make  the  statements  therein,  in  light  of the
circumstances under which they were made, not misleading. As of their respective
dates,  the financial  statements  of the Company  included in the SEC Documents
complied  as to  form  in  all  material  respects  with  applicable  accounting
requirements  and the published  rules and  regulations  of the SEC with respect
thereto.  Such  financial  statements  have been  prepared  in  accordance  with
generally  accepted  accounting  principles,  consistently  applied,  during the
periods  involved  (except (i) as may be otherwise  indicated in such  financial
statements  or the  notes  thereto,  or (ii) in the  case of  unaudited  interim
statements,  to the extent they may exclude  footnotes  or may be  condensed  or
summary  statements)  and fairly present in all material  respects the financial
position  of  the  Company  as of the  dates  thereof  and  the  results  of its
operations  and cash flows for the periods then ended  (subject,  in the case of
unaudited   statements,   to  normal  year-end  audit  adjustments).   No  other
information provided by or on behalf of the Company to the Investor which is not
included  in the  SEC  Documents,  including,  without  limitation,  information
referred to in Section 2(d) of this Agreement,  contains any untrue statement of
a material fact or omits to state any material  fact  necessary in order to make
the statements therein, in the light of the circumstance under which they are or
were made, not  misleading.  Neither the Company nor any of its  Subsidiaries or
any of their officers, directors, employees or agents have provided the Investor
with any material,  nonpublic information which was not publicly disclosed prior
to the date  hereof and any  material,  nonpublic  information  provided  to the
Investor by the Company or its Subsidiaries or any of their officers, directors,
employees or agents prior to any Closing Date shall be publicly disclosed by the
Company prior to such Closing Date.

          g. Absence of Certain Changes. Except as disclosed in Schedule 3(g) or
the SEC Documents  filed at least five (5) days prior to the date hereof,  since
December  31, 1999,  there has been no change or  development  in the  business,
properties,  assets, operations,  financial condition,  results of operations or
prospects  of the  Company  or its  Subsidiaries  which has had or could  have a
Material  Adverse  Effect.  The  Company  has not taken any steps,  and does not
currently  expect  to  take  any  steps,  to  seek  protection  pursuant  to any
bankruptcy  law nor does the Company or its  Subsidiaries  have any knowledge or
reason to believe that its creditors intend to initiate  involuntary  bankruptcy
proceedings.

          h. Absence of Litigation.  Except as set forth in Schedule 3(h), there
is no action, suit, proceeding, inquiry or investigation before or by any court,
public board,  government agency,  self regulatory  organization or body pending
or, to the  knowledge  of the  Company  or any of its  Subsidiaries,  threatened
against or  affecting  the  Company,  the Common  Stock or any of the  Company's
Subsidiaries or any ofthe Company's or the Company's  Subsidiaries'  officers or
directors in their capacities as such, in which an adverse decision could have a
Material Adverse Effect.

          i. Acknowledgment Regarding Investor's Purchase of Shares. The Company
acknowledges  and agrees that the  Investor is acting  solely in the capacity of
arm's  length  purchaser  with  respect  to the  Transaction  Documents  and the
transactions  contemplated hereby and thereby.  The Company further acknowledges
that the Investor is not acting as a financial advisor or fiduciary


                                      -13-
<PAGE>

of the Company  (or in any similar  capacity)  with  respect to the  Transaction
Documents and the  transactions  contemplated  hereby and thereby and any advice
given by the  Investor  or any of its  respective  representatives  or agents in
connection  with the  Transaction  Documents and the  transactions  contemplated
hereby and  thereby  is merely  incidental  to the  Investor's  purchase  of the
Securities.  The Company  further  represents to the Investor that the Company's
decision to enter into the  Transaction  Documents  has been based solely on the
independent evaluation by the Company and its representatives.

          j. No Undisclosed Events; Liabilities;  Developments or Circumstances.
No event,  liability,  development or circumstance has occurred or exists, or is
contemplated to occur,  with respect to the Company or its Subsidiaries or their
respective  business,  properties,  assets,  prospects,  operations or financial
condition,  that  would  be  required  to be  disclosed  by  the  Company  under
applicable  securities  laws on a  registration  statement  filed  with  the SEC
relating  to an issuance  and sale by the Company of its Common  Stock and which
has not been publicly announced.

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

          1.  No  Integrated  Offering.  Neither  the  Company,  nor  any of its
affiliates,  nor any  person  acting on its or their  behalf  has,  directly  or
indirectly,  made any offers or sales of any security or solicited any offers to
buy any security,  under circumstances that would require registration under the
1933 Act of the Company's sale and issuance of the Securities to the Investor or
cause  this  offering  of Shares to the  Investor  to be  integrated  with prior
offerings  by the  Company  for  purposes  of  the  1933  Act or any  applicable
shareholder approval provisions,  including, without limitation, under the rules
and  regulations  of the  Principal  Market,  nor will the Company or any of its
Subsidiaries take any action or steps that would require  registration under the
1933 Act of the Company's sale and issuance of the Securities to the Investor or
cause the offering of the Securities to be integrated with other offerings.

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

          n. Intellectual  Property Rights. The Company and its Subsidiaries own
or possess  adequate  rights or licenses  to use all  trademarks,  trade  names,
service  marks,  service mark  registrations,  service  names,  patents,  patent
rights,    copyrights,    inventions,    licenses,    approvals,    governmental
authorizations,  trade secrets and rights  necessary to conduct their respective
businesses


                                      -14-
<PAGE>

as now conducted.  Except as set forth on Schedule  3(n),  none of the Company's
trademarks,  trade names,  service marks,  service mark  registrations,  service
names, patents,  patent rights,  copyrights,  inventions,  licenses,  approvals,
government  authorizations,  trade secrets or other intellectual property rights
necessary  to conduct its  business as now or as proposed to be  conducted  have
expired or terminated,  or are expected to expire or terminate  within two years
from the date of this  Agreement.  The Company and its  Subsidiaries do not have
any  knowledge  of any  infringement  by the  Company  or  its  Subsidiaries  of
trademark,  trade name rights, patents, patent rights,  copyrights,  inventions,
licenses, service names, service marks, service mark registrations, trade secret
or other  similar  rights of others,  or of any such  development  of similar or
identical  trade secrets or technical  information by others and,  except as set
forth on Schedule 3(n),  there is no claim,  action or proceeding  being made or
brought against, or to the Company's  knowledge,  being threatened against,  the
Company or its Subsidiaries  regarding  trademark,  trade name, patents,  patent
rights,  invention,  copyright,  license,  service names, service marks, service
mark registrations,  trade secret or other infringement; and the Company and its
Subsidiaries are unaware of any facts or circumstances  which might give rise to
any of the foregoing.  The Company and its  Subsidiaries  have taken  reasonable
security  measures to protect the secrecy,  confidentiality  and value of all of
their intellectual properties.

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

          p. Title.  The Company and its  Subsidiaries  have good and marketable
title in fee simple to all real  property and good and  marketable  title to all
personal property owned by them which is material to the business of the Company
and its Subsidiaries, in each case free and clear of all liens, encumbrances and
defects  except  such  as are  described  in  Schedule  3(p)  or  such as do not
materially  affect the value of such property and do not interfere  with the use
made and  proposed  to be made of such  property  by the  Company  or any of its
Subsidiaries.  Any real property and facilities  held under lease by the Company
or any of its  Subsidiaries  are  held  by  them  under  valid,  subsisting  and
enforceable leases with such exceptions as are not material and do not interfere
with the use made and proposed to be made of such  property and buildings by the
Company and its Subsidianes.

          q. Insurance.  The Company and each of its Subsidiaries are insured by
insurers of recognized  financial  responsibility  against such losses and risks
and in such  amounts as  management  of the  Company  believes to be prudent and
customary  in the  businesses  in which the  Company  and its  Subsidiaries  are
engaged.  Neither  the  Company  nor any such  Subsidiary  has been  refused any
insurance  coverage  sought or applied  for and neither the Company nor any such
Subsidiary  has any  reason  to  believe  that it will not be able to renew  its
existing  insurance  coverage  as and when such  coverage  expires  or to obtain
similar coverage from similar insurers as may be necessary to continue


                                      -15-
<PAGE>

its business at a cost that would not have a Material Adverse Effect.

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

          s.  Internal  Accounting  Controls.   The  Company  and  each  of  its
Subsidiaries  maintain a system of internal  accounting  controls  sufficient to
provide  reasonable  assurance that (i)  transactions are executed in accordance
with  management's  general or specific  authorizations,  (ii)  transactions are
recorded  as  necessary  to  permit  preparation  of  financial   statements  in
conformity with generally accepted  accounting  principles and to maintain asset
accountability,  (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.

          t. No Materially Adverse  Contracts.  Etc. Neither the Company nor any
of its  Subsidiaries  is  subject  to any  charter,  corporate  or  other  legal
restriction,  or any judgment,  decree,  order,  rule or regulation which in the
judgment of the  Company's  officers  has or is expected in the future to have a
Material  Adverse Effect.  Neither the Company nor any of its  Subsidiaries is a
party to any  contract  or  agreement  which in the  judgment  of the  Company's
officers has or is expected to have a Material Adverse Effect.

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

          v. Certain  Transactions.  Except as set forth on Schedule 3(v) and in
the SEC  Documents  filed at least ten days prior to the date  hereof and except
for arm's length  transactions  pursuant to which the Company makes  payments in
the ordinary  course of business upon terms no less  favorable  than the Company
could obtain from third parties and other than the grant of stock


                                      -16-
<PAGE>

options  disclosed  on  Schedule  3(c),  none  of the  officers,  directors,  or
employees  of the  Company  is  presently  a party to any  transaction  with the
Company  or any of its  Subsidiaries  (other  than for  services  as  employees,
officers and directors),  including any contract, agreement or other arrangement
providing for the furnishing of services to or by,  providing for rental of real
or personal property to or from, or otherwise  requiring payments to or from any
officer,  director or such  employee or, to the  knowledge  of the Company,  any
corporation,  partnership, trust or other entity in which any officer, director,
or any such  employee  has a  substantial  interest or is an officer,  director,
trustee or partner.

          w. Dilutive Effect. The Company  understands and acknowledges that the
number of shares  of Common  Stock  issuable  upon  purchases  pursuant  to this
Agreement  will  increase  in  certain   circumstances.   The  Company   further
acknowledges that, subject to such limitations as are expressly set forth in the
Transaction  Documents,  its  obligation  to issue  shares of Common  Stock upon
purchases pursuant to this Agreement is absolute and unconditional regardless of
the dilutive  effect that such issuance may have on the  ownership  interests of
other shareholders of the Company.

          4. COVENANTS.

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

          b. Blue Sky. The Company shall, on or before each of the Closing
Dates, take such action as the Company shall reasonably determine is necessary
to qualify the Securities for, or obtain exemption for the Securities for, sale
to the Investor at each of the Closings pursuant to this Agreement under
applicable securities or "Blue Sky" laws of the states of the United States, and
shall provide evidence of any such action so taken to the Investor on or prior
to the Closing Date. The Company shall make all filings and reports relating the
offer and sale of the Securities required under the applicable securities or
"Blue Sky" laws of the states of the United States following each of the Closing
Dates.

          c. Reporting Status.  Until the earlier of (i) the first date which is
after the date this  Agreement is terminated  pursuant to Section 8 and on which
the Holders (as that term is defined in the Registration  Rights  Agreement) may
sell  all  of  the  Securities  acquired  pursuant  to  this  Agreement  without
restriction pursuant to Rule 144(k) promulgated under the 1933 Act (or successor
thereto),  or (ii) the date on which  (A) the  Holders  shall  have sold all the
Securities  issuable  hereunder  and (B)  this  Agreement  has  been  terminated
pursuant to Section 8 (the  "REGISTRATION  PERIOD"),  the Company shall file all
reports  required  to be filed with the SEC  pursuant  to the 1934 Act,  and the
Company  shall not  terminate  its status as an issuer  required to file reports
under the 1934 Act even if the 1934 Act or the rules and regulations  thereunder
would otherwise permit such termination.

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


                                      -17-
<PAGE>

          e. Financial Information.  The Company agrees to send the following to
the Investor during the Registration  Period:  (i) within five (5) Business Days
after the filing  thereof  with the SEC,  a copy of its  Annual  Reports on Form
10-K, its Quarterly  Reports on Form 10-Q,  any Current  Reports on Form 8-K and
any  registration  statements or amendments filed pursuant to the 1933 Act; (ii)
on the same day as the release  thereon  facsimile  copies of all press releases
issued by the Company or any of its  Subsidiaries,  (iii)  copies of any notices
and other information made available or given to the shareholders of the Company
generally,  contemporaneously with the making available or giving thereof to the
shareholders and (iv) within two (2) days of filing or delivery thereof,  copies
of all  documents  filed with,  and all  correspondence  sent to, the  Principal
Market,  any  securities  exchange or market,  or the  National  Association  of
Securities Dealers, Inc.

          f. Reservation of Shares.  The Company shall take all action necessary
to at all times have  authorized,  and reserved for the purpose of issuance,  no
less than 150% of the number of shares of Common Stock needed to provide for the
issuance of all the Securities  hereunder at the then current Purchase Price. In
the event that,  notwithstanding  the foregoing,  the Company determines that it
does not have a  sufficient  number of  authorized  shares  of  Common  Stock to
reserve and keep  available for issuance as described in this Section 4(f),  the
Company shall use its best efforts to increase the number of  authorized  shares
of Common Stock by seeking  shareholder  approval for the  authorization of such
additional shares.

          g. Listing.  The Company shall  promptly  secure the listing of all of
the Registrable  Securities (as defined in the  Registration  Rights  Agreement)
upon the  Principal  Market  and each other  national  securities  exchange  and
automated  quotation  system, if any, upon which shares of Common Stock are then
listed (subject to official  notice of issuance) and shall maintain,  so long as
any  other  shares of Common  Stock  shall be so  listed,  such  listing  of all
Registrable  Securities  from  time to time  issuable  under  the  terms  of the
Transaction   Documents.   The  Company  shall   maintain  the  Common   Stock's
authorization for quotation on the Principal Market. Neither the Company nor any
of its Subsidiaries shall take any action which would be reasonably  expected to
result in the  delisting  or  suspension  of the Common  Stock on the  Principal
Market  (excluding  suspensions  of not more than one trading day resulting from
business  announcements  by the Company).  The Company shall promptly provide to
the  Investor  copies of any  notices  it  receives  from the  Principal  Market
regarding  the  continued  eligibility  of the Common  Stock for listing on such
automated  quotation  system or securities  exchange.  The Company shall pay all
fees and expenses in  connection  with  satisfying  its  obligations  under this
Section 4(g).

          h.  Transactions  With  Affiliates.  The Company  shall not, and shall
cause each of its Subsidiaries not to, enter into, amend,  modify or supplement,
or permit  any  Subsidiary  to enter  into,  amend,  modify or  supplement,  any
agreement,  transaction,  commitment  or  arrangement  with  any  of  its or any
Subsidiary's officers,  directors, persons who were officers or directors at any
time during the previous two years, shareholders who beneficially own 5% or more
of the Common  Stock,  or affiliates  or with any  individual  related by blood,
marriage or adoption to any such individual or with any entity in which any such
entity or  individual  owns a 5% or more  beneficial  interest  (each a "RELATED
PARTY"), except for (i) customary employment arrangements and benefit programs


                                      -18-
<PAGE>

on reasonable terms, (ii) any agreement, transaction,  commitment or arrangement
on an  arms-length  basis on terms no less favorable than terms which would have
been  obtainable  from a person  other  than such  Related  Party,  or (iii) any
agreement,  transaction,  commitment  or  arrangement  which  is  approved  by a
majority of the disinterested  directors of the Company. For purposes hereof any
director who is also an officer of the Company or any  Subsidiary of the Company
shall  not be a  disinterested  director  with  respect  to any such  agreement,
transaction,  commitment or arrangement.  "AFFILIATE" for purposes hereof means,
with respect to any person or entity, another person or entity that, directly or
indirectly,  (i) has a 5% or more equity interest in that person or entity, (ii)
has 5% or more common ownership with that person or entity,  (iii) controls that
person or entity,  or (iv)  shares  common  control  with that person or entity.
"CONTROL" or  "CONTROLS"  for purposes  hereof means that a person or entity has
the power,  direct or  indirect,  to conduct or govern the  policies  of another
person or entity.

          i.  Filing of Form 8-K.  On or before the date  which is ten  Business
Days after the date hereof,  the Company shall file a Current Report on Form 8-K
with  the SEC  describing  the  terms  of the  transaction  contemplated  by the
Transaction Documents in the form required by the 1934 Act.

          j.  Corporate  Existence.  The Company will take all steps  reasonably
necessary to preserve and continue the corporate existence of the Company.

          5. TRANSFER AGENT INSTRUCTIONS.

          The  Company  shall issue  irrevocable  instructions  to its  transfer
agent, and any subsequent transfer agent, to issue  certificates,  registered in
the name of the Investor or its  respective  nominee(s),  for the Shares in such
amounts as  specified  from time to time by the  Investor  to the  Company  upon
delivery of a Put Notice (the  "IRREVOCABLE  TRANSFER AGENT  INSTRUCTIONS).  The
Irrevocable Transfer Agent Instructions shall have been delivered by the Company
to, and  acknowledged  in writing by, the Company's  transfer agent prior to the
Company's  delivery of the first Put Notice hereunder.  Prior to registration of
the Shares under the 1933 Act, all such certificates  shall bear the restrictive
legend specified in Section 2(g) of this Agreement. The Company warrants that no
instruction other than the Irrevocable  Transfer Agent Instructions  referred to
in this Section 5 and stop transfer instructions to give effect to Sections 2(f)
and 2(g) hereof prior to  registration of the Shares under the 1933 Act, will be
given by the Company to its transfer  agent and that the Shares shall  otherwise
be freely  transferable  on the books and  records of the  Company as and to the
extent provided in this Agreement and the Registration Rights Agreement. Nothing
in this  Section  5 shall  affect  in any way  the  Investor's  obligations  and
agreements  set forth in Section 2(g) to comply with all  applicable  prospectus
delivery  requirements,  if any,  upon  resale of the  Shares.  If the  Investor
provides the Company with an opinion of counsel,  in generally  acceptable form,
that  registration  of a resale by such  Investor  of any of such  Shares is not
required under the 1933 Act, the Company shall permit the transfer,  and, in the
case of the Shares,  promptly  instruct its transfer  agent to issue one or more
certificates in such name and in such denominations as specified by the Investor
and without any restrictive  legends.  The Company acknowledges that a breach by
it of its obligations  hereunder will cause  irreparable harm to the Investor by
vitiating the


                                      -19-
<PAGE>

intent and purpose  ofthe  transaction  contemplated  hereby.  Accordingly,  the
Company  acknowledges  that the  remedy at law for a breach  of its  obligations
under this Section 5 will be inadequate and agrees,  in the event of a breach or
threatened  breach by the Company of the  provisions of this Section 5, that the
Investor shall be entitled,  in addition to all other available remedies,  to an
injunction restraining any breach and requiring immediate issuance and transfer,
without the  necessity  of showing  economic  loss and without any bond or other
security being required.

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

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

          a. The Investor  shall have  executed  each of this  Agreement and the
Registration Rights Agreement and delivered the same to the Company.

          b. The Investor shall have delivered to the Company the Purchase Price
for the Shares being  purchased by the Investor at the Closing (after receipt of
confirmation  of delivery of such Shares) by cashier's check or wire transfer of
immediately  available funds pursuant to the wire  instructions  provided by the
Company.

          c. The  representations  and  warranties of the Investor shall be true
and correct as of the date when made and as of the  applicable  Closing  Date as
though made at that time (except for  representations  and warranties that speak
as of a specific  date),  and the Investor shall have  performed,  satisfied and
complied  with  the  covenants,   agreements  and  conditions  required  by  the
Transaction  Documents  to be  performed,  satisfied  or  complied  with  by the
Investor at or prior to such Closing Date.

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

          7. CONDITIONS OF THE INVESTOR'S OBLIGATION TO PURCHASE.

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

          a. The Company shall have executed each of the  Transaction  Documents
and delivered the same to the Investor.


                                      -20-
<PAGE>

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

          c. The representations and warranties of the Company shall be true and
correct as of the date when made and as of the applicable Closing Date as though
made at that time (except for (i)  representations  and warranties that speak as
of a specific date and (ii) with respect to the representations made in Sections
3(g),  (h) and (j) and the third  sentence of Section 3(m) hereof,  events which
occur on or after the date of this  Agreement  and are  disclosed in SEC filings
made by the  Company  at least ten  Business  Days prior to the  applicable  Put
Notice Date) and the Company shall have  performed,  satisfied and complied with
the covenants,  agreements and conditions required by the Transaction  Documents
to be  performed,  satisfied or complied with by the Company at or prior to such
Closing Date. The Investor  shall have received a  certificate,  executed by the
Chief Executive Officer and Chief Financial Officer of the Company,  dated as of
the applicable  Closing Date, in the form of Exhibit C attached  hereto,  to the
foregoing effect and as to such other matters as may be reasonably  requested by
the Investor including,  without  limitation,  an update as of such Closing Date
regarding the representation contained in Section 3(c) above.

          d. Such  Investor  shall have  received  the opinion of the  Company's
counsel dated as of such Closing Date, in the form of Exhibit D attached hereto.

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

          f.  The  Board  of  Directors  of  the  Company   shall  have  adopted
resolutions  consistent  with Section  3(b)(ii)  above and in a form  reasonably
acceptable to the Investor (the  "RESOLUTIONS")  and such Resolutions  shall not
have been amended or rescinded prior to such Closing Date.

          g. At each  Closing the Investor  shall have  received a letter of the
type, in the form and with the substance of the letter described in Section 3(s)
of the Registration Rights Agreement from the Company's auditors.

          h. The Irrevocable Transfer Agent Instructions,  in the form ofExhibit
E attached hereto, shall have been delivered to, and acknowledged in writing by,
the Company's transfer agent.

          i. The Company  shall have  delivered  to the  Investor a  certificate
evidencing  the due  incorporation  and good  standing  of the  Company and each
Subsidiary in such corporation's state of


                                       -21-
<PAGE>

incorporation issued by the Secretary of State of such state of incorporation as
of a date within 10 days of such Closing Date.

          j. The  Company  shall have  delivered  to the  Investor a copy of its
Articles  of  Incorporation,  as  amended  and in effect on such  Closing  Date,
certified by the  Secretary of State of the State of Delaware  within 10 days of
such Closing Date.

          k. The Company  shall have  delivered  to the  Investor a  secretary's
certificate,  dated as of such Closing  Date,  in the form of Exhibit F attached
hereto,  as to (i) the Resolutions  described in Section 7(f), (ii) the Articles
of Incorporation and (iii) the Bylaws, each as in effect at such Closing.

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

          m. The  Registration  Statement shall be effective at the time of each
Closing  and no stop order  suspending  the  effectiveness  of the  Registration
Statement shall be in effect or shall be pending or threatened.

          n. At the time of each Closing, the Registration  Statement (including
information or documents  incorporated by reference  therein) and any amendments
or supplements thereto shall not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading.

          o. There shall have been no filing of a petition in bankruptcy, either
voluntarily  or  involuntarily,  with respect to the Company and there shall not
have been commenced any proceedings  under any bankruptcy or insolvency laws, or
any laws  relating to the relief of debtors,  readjustment  of  indebtedness  or
reorganization of debtors,  and there shall have been no calling of a meeting of
creditors  of  the  Company  or  appointment  of a  committee  of  creditors  or
liquidating  agents or offering of a  composition  or extension to creditors by,
for, with or without the consent or acquiescence of the Company.

          p. If applicable,  the shareholders of the Company shall have approved
the issuance of any Shares in excess of the Maximum Common Stock Issuance Shares
in accordance with Section 1(i).

          q. The conditions to such Closing set forth in Section 1(e) shall have
been satisfied on or before such Closing Date.


          r. The Company shall have  delivered to the Investor a letter from the
Transfer Agent


                                      -22-
<PAGE>

certifying the number of shares of Common Stock  outstanding as of a date within
five days of such Closing Date.

          s. The  Company  shall  have  delivered  to such  Investor  such other
documents  relating to the  transactions  contemplated by this Agreement as such
Investor or its counsel may reasonably request upon reasonable advance notice.

          8. TERMINATION.

          a. Optional Termination.  This Agreement may be terminated at any time
by  the  mutual   written   consent  of  the  Company  and  the  Investor.   The
representations, warranties and covenants contained in or incorporated into this
Agreement, insofar as applicable to the transactions consummated hereunder prior
to such  termination,  shall  survive  its  termination  for the  period  of any
applicable statute of limitations.

          b. Automatic Termination. This Agreement shall automatically terminate
without any further action of either party hereto upon the earliest of:

               (i) when the Investor has  purchased an aggregate of  $20,000,000
          in the  Common  Stock  of the  Company  pursuant  to  this  Agreement;
          provided that the representations,  warranties and covenants contained
          in  this   Agreement   insofar  as  applicable  to  the   transactions
          consummated  hereunder  prior to such  termination,  shall survive the
          termination of this Agreement for the period of any applicable statute
          of limitations;

               (ii) on the date which is 24 months after the date hereof;

               (iii) if the Company shall file or consent by answer or otherwise
          to the  entry of an order for  relief  or  approving  a  petition  for
          relief,  reorganization  or  arrangement  or  any  other  petition  in
          bankruptcy  for  liquidation or to take advantage of any bankruptcy or
          insolvency  law of any  jurisdiction,  or shall make an assignment for
          the benefit of its creditors, or shall consent to the appointment of a
          custodian,  receiver,  trustee or other officer with similar powers of
          itself  or of any  substantial  part  of its  property,  or  shall  be
          adjudicated a bankrupt or insolvent,  or shall take  corporate  action
          for the purpose of any of the foregoing, or if a court or governmental
          authority of competent  jurisdiction shall enter an order appointing a
          custodian, receiver, trustee or other officer with similar powers with
          respect to the Company or any  substantial  part of its property or an
          order for relief or approving a petition for relief or  reorganization
          or any other  petition in  bankruptcy  or for  liquidation  or to take
          advantage of any  bankruptcy  or  insolvency  law, or an order for the
          dissolution,  winding up or liquidation of the Company, or if any such
          petition shall be filed against the Company;

               (iv) at the option of the Investor, if the Company shall issue or
          sell  any  equity  securities  or  securities   convertible  into,  or
          exchangeable for, equity securities  without the prior written consent
          of the Investor if the primary purpose of such issuance or sale is the


                                      -23-
<PAGE>

          raising of capital,  unless such transaction (A) is not similar to the
          transactions  described herein, (B) is for a fixed number of shares of
          Common  Stock at a fixed price or (C) for a fixed  dollar  amount at a
          discount  to the market  price of the Common  Stock on a fixed date or
          dates   provided  that  there  are  no  more  than  three  trances  of
          investment,

             (v)    the trading of the Common  Stock is  suspended by the SEC or
          the Principal Market for a period of five consecutive Business Days;

             (vi)   the  Company  shall not have filed with the  Securities  and
          Exchange Commission the initial Registration Statement with respect to
          the resale of the Registrable  Securities in accordance with the terms
          of the initial  Registration  Rights  Agreement  within 90 days of the
          date  hereof  or the  Registration  Statement  has not  been  declared
          effective within 180 days of the date hereof; or

             (vii)  the Common Stock ceases to be registered under the 1934 Act.

          All  representations,  warranties  and  covenants  shall  survive  the
termination of this Agreement.

          c. Other Termination. This Agreement may be terminated by the Company,
if within a reasonable period of time and after the Company's best efforts,  the
Company believes that it is unable to cause the Registration Statement to become
effective and based upon an receives an opinion of counsel that the Company will
not in all  likelihood  be able to cause the  Registration  Statement  to become
effective in  substantially  the same form as  contemplated  hereunder  within a
reasonable  period of time and provides a copy of such opinion to the  Investor.
In such  event the  Company  shall  have no further  liability  to the  Investor
hereunder.  However,  the Investor shall be entitled to retain the consideration
received by the Investor pursuant to Section 10(b)(i).

          9. INDEMNIFICATION.

          In consideration of the Investor's  execution and delivery of the this
Agreement  and the  Registration  Rights  Agreement  and  acquiring  the  Shares
hereunder and in addition to all of the Company's  other  obligations  under the
Transaction  Documents,  the Company shall defend,  protect,  indemnify and hold
harmless  the  Investor  and all of  their  shareholders,  officers,  directors,
employees and direct or indirect  investors  and any of the  foregoing  person's
agents or other representatives (including,  without limitation,  those retained
in  connection   with  the   transactions   contemplated   by  this   Agreement)
(collectively,  the "INDEMNITEES") from and against any and all actions,  causes
of action,  suits,  claims,  losses,  costs,  penalties,  fees,  liabilities and
damages, and expenses in connection therewith  (irrespective of whether any such
Indemnitee  is a party to the  action  for which  indemnification  hereunder  is
sought),  and  including  reasonable  attorneys'  fees  and  disbursements  (the
"INDEMNIFIED  LIABILITIES"),  incurred  by any  Indemnitee  as a result  of,  or
arising  out of,  or  relating  to (a) any  misrepresentation  or  breach of any
representation  or warranty made by the Company in the Transaction  Documents or
any other certificate,  instrument or document  contemplated  hereby or thereby,
(b) any breach of any covenant, agreement or obligation of the


                                      -24-
<PAGE>

Company  contained  in  the  Transaction  Documents  or any  other  certificate,
instrument or document  contemplated hereby or thereby, (c) any cause of action,
suit or claim  brought or made  against  such  Indemnitee  by a third  party and
arising  out of or  resulting  from  the  execution,  delivery,  performance  or
enforcement of the Transaction Documents or any other certificate, instrument or
document  contemplated hereby or thereby,  (d) any transaction financed or to be
financed in whole or in part,  directly or indirectly,  with the proceeds of the
issuance of the Shares or (e) the status of the Investor or holder of the Shares
as an investor in the Company.  To the extent that the foregoing  undertaking by
the Company may be  unenforceable  for any  reason,  the Company  shall make the
maximum  contribution to the payment and satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law.

          10. GOVERNING LAW; MISCELLANEOUS.

          a.  Governing  Law. The corporate  laws of the State of Delaware shall
govern  all  issues  concerning  the  relative  rights  of the  Company  and its
stockholders.  All other  questions  shall be  governed  by and  interpreted  in
accordance  with  the  laws of the  State  of New  York  without  regard  to the
principles  of conflict of laws.  Each party hereby  irrevocably  submits to the
exclusive  jurisdiction  of the state and federal  courts sitting in the City of
New York, borough of Manhattan, for the adjudication of any dispute hereunder or
in connection herewith or with any transaction  contemplated hereby or discussed
herein,  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 brought
in an inconvenient forum or that the venue of such suit, action or proceeding is
improper.  Each party hereby  irrevocably waives personal service of process and
consents  to process  being  served in any such suit,  action or  proceeding  by
mailing a copy thereof to such party at the address for such 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.
If any  provision of this  Agreement  shall be invalid or  unenforceable  in any
junsdiction,  such invalidity or unenforceability  shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or the
validity or  enforceability  of any  provision  of this  Agreement  in any other
jurisdiction.

          b. Fees and Expenses.

             (i)    As a further  inducement  to the Investor to enter into this
          Agreement,  the Company (A) shall pay to the  Investor an amount equal
          to $25,000 upon the execution of this Agreement,  (B) shall pay to the
          Investor an amount equal to 3% of the Purchase  Price of the Shares on
          each Closing  Date,  which amount the Investor may deduct  against the
          Purchase Price of the Shares, (C) shall issue to the Investor upon the
          execution  of this  Agreement  a  warrant  in the form of  Exhibit  G,
          annexed  hereto,  the Class A Warrant to  purchase  250,000  shares of
          Common  Stock at an  exercise  price equal to 110% of the Bid Price on
          the day preceding the execution of this Agreement.


                                      -25-
<PAGE>

             (ii)   As a further  inducement  to the Investor to enter into this
          Agreement and in addition to the fees and expenses set forth elsewhere
          herein,  the Company agrees to reimburse the Investor or its designees
          or clients,  as applicable,  for reasonable  expenses (including legal
          expenses) relating to the negotiation and execution of the Transaction
          Documents and any Closings  hereunder of $7,500 on the date of each of
          the first Closing and second Closing pursuant to this Agreement.  Such
          amounts are to be paid promptly  upon  submission of an invoice by the
          Investor to the Company and shall pay to counsel to the  Investor  the
          lower of(i) 1.5% of the Purchase  Price or (ii) $3,000 on each Closing
          Date, but in no event less than $750.

             (iii)  Except as otherwise set forth  herein,  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.  Any  attorneys'  fees  and  expenses
          incurred by either the Company or by the Investor in  connection  with
          the preparation, negotiation, execution and delivery of any amendments
          to this Agreement or relating to the  enforcement of the rights of any
          party,  after  the  occurrence  of any  breach  of the  terms  of this
          Agreement by another  party or any default by another party in respect
          of the transactions contemplated hereunder, shall be paid on demand by
          the party which breached the Agreement and/or  defaulted,  as the case
          may be.  The  Company  shall pay all stamp and other  taxes and duties
          levied in connection  with the issuance of any Shares issued  pursuant
          hereto.

          b.  Counterparts.  This  Agreement  maybe  executed  in  two  or  more
identical  counterparts,  all of  which  shall  be  considered  one and the same
agreement and shall become effective when  counterparts have been signed by each
party and  delivered to the other  party;  provided  that a facsimile  signature
shall be  considered  due  execution  and shall be  binding  upon the  signatory
thereto with the same force and effect as if the signature were an original, not
a facsimile signature.

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

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

          e. Entire Agreement;  Amendments.  This Agreement supersedes all other
prior  oral or wntten  agreements  between  the  Investor,  the  Company,  their
affiliates  and  persons  acting on their  behalf  with  respect to the  matters
discussed  herein,  and this  Agreement and the  instruments  referenced  herein
(including the other Transaction  Documents) contain the entire understanding of
the parties with respect to the matters  covered herein and therein and,  except
as  specifically  set forth  herein or  therein,  neither  the  Company  nor the
Investor  makes any  representation,  warranty,  covenant  or  undertaking  with
respect to such matters. No provision of this Agreement may be amended other


                                      -26-
<PAGE>

than by an instrument in writing signed by the Company and the Investor,  and no
provision  hereof may be waived other than by an instrument in writing signed by
the party against whom enforcement is sought.

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

          If to the Company:

               Quest Products Corp.
               6900 Jericho Turnpike
               Syosset, NY  11791

          With a copy to:

               Ostrolenk, Faber, Gerb & Soffen LLP
               1180 Avenue of the Americas
               New York, New York  10036-8403
               Attention:  Alfred R. Fabricant, Esq.

          If to the Transfer Agent:

               [to be supplied]

          If to the Investor:

               Domain Investments, Inc.
               C/O Meridian Equities, Inc.
               126 East 56th St.  19th Floor
               New York, New York  10022

               and

               Silverman, Collura & Chernis, P.C.
               381 Park Avenue South, Suite 1601
               New York, NY 10016
               Attn:  Martin C. Licht, Esq.


                                      -27-
<PAGE>

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

          g.  Successors and Assigns.  This Agreement  shall be binding upon and
inure  to the  benefit  of the  parties  and  their  respective  successors  and
permitted assigns, including any purchasers of the Shares. The Company shall not
assign this Agreement or any rights or obligations  hereunder  without the prior
written  consent of the  Investor,  including  by merger or  consolidation.  The
Investor may assign some or all of its rights hereunder; provided, however, that
any such  assignment  shall  not  release  the  Investor  from  its  obligations
hereunder  unless such  obligations are assumed by such assignee and the Company
has consented to such assignment and assumption. Notwithstanding anything to the
contrary contained in the Transaction Documents,  the Investor shall be entitled
to pledge the Shares in connection with a bona fide margin account.

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

          i. Survival. The representations and warranties of the Company and the
Investor  contained in Sections 2 and 3, the  agreements and covenants set forth
in Sections 4, 5 and 10, and the indemnification provisions set forth in Section
9, shall survive each of the Closings.  The Investor shall be  responsible  only
for its own representations, warranties, agreements and covenants hereunder.

          j.  Publicity.  The Company and the  Investor  shall have the right to
approve before  issuance any press releases or any other public  statements with
respect to the transactions  contemplated hereby;  provided,  however,  that the
Company shall be entitled,  without the prior approval of the Investor,  to make
any press release or other public  disclosure with respect to such  transactions
as is required by applicable law and regulations (although the Investor shall be
consulted  by the  Company in  connection  with any such press  release or other
public  disclosure  prior  to its  release  and  shall be  provided  with a copy
thereof).

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

          l. Placement Agent. The Company  acknowledges and warrants that it has
not engaged a placement  agent in  connection  with the sale of the Shares.  The
Company  shall be  responsible  for the  payment of any fees or  commissions  of
placement  agents or brokers  engaged  by the  Company  in  connection  with the
purchase  of the Shares by the  Investor.  The Company  shall pay,  and hold the
Investor harmless against,  any liability,  loss or expense (including,  without
limitation,  attorneys' fees and  out-of-pocket  expenses) arising in connection
with any such claim. The Investor shall be


                                     -28-
<PAGE>

responsible for the payment of any fees or commissions of brokers engaged by the
Investor in connection with its sale of the Shares.

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

          n. Remedies. The Investor and each holder of the Shares shall have all
rights and  remedies set forth in this  Agreement  and the  Registration  Rights
Agreement  and all rights and  remedies  which such holders have been granted at
any time under any other  agreement or contract and all of the rights which such
holders have under any law. Any person  having any rights under any provision of
this Agreement  shall be entitled to enforce such rights  specifically  (without
posting a bond or other security), to recover damages by reason of any breach of
any provision of this Agreement and to exercise all other rights granted by law.

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

          p. Days.  Unless the  context  refers to  "Business  Days" or "trading
days", all references herein to "days" shall mean calendar days.

          q.  Registration  Rights Agreement.  The parties  acknowledge that the
Registration  Rights  Agreement  is not annexed  hereto.  The  parties  agree to
negotiate  in good faith a  Registration  Rights  Agreement  within a reasonable
period of time.  Notwithstanding the foregoing, the Investor shall in all events
be entitled to retain the  consideration  described in Section  10(b)(i)(A)  and
10(b)(i)(C).


                                      -29-
<PAGE>

          IN WITNESS  WHEREOF,  the parties hereto have caused this Common Stock
Investment  Agreement  to be duly  executed  as of the date and year first above
written.



                               COMPANY:

                               QUEST PRODUCTS CORP.


                               By:       /S/:
                                  -----------------------------------------
                                  Name:     Herbert M. Reichlin
                                  Title:    President & Chief Operating Officer


                               INVESTOR:

                               DOMAIN INVESTMENTS, INC.

                               By:       /S/:
                                  -----------------------------------------
                                  Name:     Barry Patterson
                                  Title:    Managing Investor