<PAGE>
                                                                   Exhibit 10.23

                                                               EXECUTION VERSION

                            STOCK PURCHASE AGREEMENT

          THIS PURCHASE AGREEMENT (this "Agreement") is made and entered into as
of September 21, 2005, by and between BPI Industries Inc, a British Columbia
corporation (the "Company"), and each of the purchasers set forth on the
signature page hereof (the "Investors").

          1. Authorization of Issuance and Sale of Shares. Subject to the terms
and conditions of this Agreement and the Private Placement Memorandum dated
September 21, 2005 (the "Private Placement Memorandum"), the Company has
authorized the offer and sale by the Company of up to 18,000,000 shares (the
"Shares") of its common stock, no par value per share (the "Common Stock") (the
"Offering").

          2. Agreements to Sell and Purchase. On the basis of the
representations and warranties contained in this Agreement, and subject to its
terms and conditions, the Company hereby agrees to sell to the Investors, and
each Investor agrees to purchase from the Company, the number of Shares of
Common Stock set forth immediately next to its name on the signature page hereto
at the aggregate purchase price set forth immediately next to such Investor's
name on the signature page hereto (the "Purchase Price").

          3. Payment and Delivery. Payment for the Shares purchased by each
Investor shall be made by such Investor to the Company in federal or other funds
immediately available in New York City against delivery to such Investor of such
Shares (such payment and delivery hereinafter referred to as the "Closing") at
9:00 a.m., New York City time, on September 23, 2005, or at such other time on
the same or such other date, not later than September 30, 2005, as shall be
agreed in writing by the Company and KeyBanc Capital Markets, a division of
McDonald Investments Inc. ("KeyBanc"), and Sanders Morris Harris, Inc.
("Sanders"), in their capacity as agents of the Company in connection with the
sale of the Shares contemplated hereby (each a "Co-Placement Agent" and
collectively, the "Co-Placement Agents"). The time and date of such delivery and
payment are hereinafter referred to as the "Closing Date." Payment by each
Investor for such Shares shall be made through an escrow agent on terms and
instructions set forth in an Escrow Agreement dated as of September 14, 2005,
among the Company, KeyBanc and Associated Bank, N.A., as escrow agent.

          Certificates for the Shares purchased by each Investor shall be
registered in the name of such Investor or if so indicated on the signature page
hereto, in the name of a nominee designated by such Investor. The certificates
evidencing the Shares purchased by each Investor shall be delivered to such
Investor on the Closing Date, with any transfer taxes payable in connection with
the transfer of such Shares to such Investor duly paid by or on behalf of the
Company, against payment of the Purchase Price therefor.

          4. Conditions to the Company's Obligations. The Company's obligation
to issue and sell the Shares to each Investor is subject to the following
conditions:

               (a) receipt by the Company of federal or other immediately
          available funds in the full amount of the Purchase Price for the
          Shares to be sold to each Investor hereunder; and


                                        1
<PAGE>
               (b) the representations and warranties of each Investor contained
          in this Agreement being true and correct in all material respects on
          and as of the Closing Date with the same effect as though such
          representations and warranties had been made on and as of the Closing
          Date, and the fulfillment in all material respects of those
          undertakings of each Investor to be fulfilled prior to the Closing
          Date.

          5. Conditions to the Investor's Obligations. The obligation of each
Investor to purchase and pay for Shares on the Closing Date is subject to the
following conditions, any one or more of which may be waived in writing at any
time by such Investor:

               (a) delivery to such Investor on the Closing Date of an opinion
          of Thompson Hine LLP, counsel to the Company, dated the Closing Date,
          substantially in the form set forth in Exhibit A hereto;

               (b) delivery to such Investor on the Closing Date of an opinion
          of Anfield Sujir Kennedy & Durno, special Canadian counsel to the
          Company, dated the Closing Date, substantially in the form set forth
          in Exhibit B hereto;

               (c) the representations and warranties of the Company contained
          in this Agreement being true and correct in all material respects on
          and as of the Closing Date with the same effect as though such
          representations and warranties had been made on and as of the Closing
          Date (except with respect to representations and warranties that are
          made as of a specific date or period, which shall continue to be true
          and correct in all material respects as of the respective dates and
          for the respective periods covered);

               (d) absence of any order, writ, injunction, judgment or decree
          that could negatively affect the validity of this Agreement or the
          right of the Company to enter into this Agreement or to consummate the
          transactions contemplated hereby; and

               (e) receipt by such Investor on the Closing Date of a
          certificate, dated the Closing Date and signed by the Chief Executive
          Officer and Chief Financial Officer of the Company, to the effect that
          the conditions set forth in clauses (c) and (d) of this Section 5 have
          been fulfilled.

          6. Representations, Warranties and Covenants of the Company. The
Company represents and warrants to, and covenants with, the Investor that as of
the date of this Agreement and as of the Closing Date:

               (a) The Company's Amendment No. 2 to Registration Statement on
          Form S-1/A filed with the Securities and Exchange Commission (the
          "Commission") on September 2, 2005 (the "Amended S-1 Registration
          Statement") does not as of the date hereof contain any untrue
          statement of a material fact or omit to state a material fact required
          to be stated therein or necessary to make the statements therein not
          misleading. The Amended S-1 Registration Statement complied when filed
          as to form in all material respects


                                        2
<PAGE>
          with the Securities Act of 1933, as amended (the "Securities Act") and
          the applicable rules and regulations of the Commission thereunder (the
          "Securities Act Regulations").

               (b) The Company has filed with the British Columbia Securities
          Commission and the TSX Venture Exchange all documents required to be
          filed pursuant to the British Columbia Securities Act (the "BCSA") and
          the TSX Venture Exchange rules and trading policies, during the 12
          months preceding the date of this Agreement. All such documents
          complied when filed in all material respects with the BCSA, the
          applicable rules and regulations of the British Columbia Securities
          Commission and the TSX Venture Exchange rules and trading policies.

               (c) The Private Placement Memorandum and the written presentation
          to Investors made by the Company's management, taken as a whole and
          each as amended to the date hereof, do not as of the date hereof
          contain any untrue statement of a material fact or omit to state a
          material fact necessary to make the statements therein, in light of
          the circumstances under which they were made, not misleading.

               (d) The Company is eligible to register the resale of the Shares
          in a secondary offering on a registration statement on Form S-1 under
          the Securities Act. The Company has been duly incorporated and is
          validly existing as a corporation in good standing under the laws of
          the Province of British Columbia, Canada, with corporate power and
          authority to own or lease its properties and conduct its business as
          currently conducted and as described in the Private Placement
          Memorandum. Each of the subsidiaries listed on Exhibit 21.1 to the
          Amended S-1 Registration Statement (collectively, the "Subsidiaries")
          has been duly organized and is validly existing as a corporation or
          other entity in good standing under the laws of the jurisdiction of
          its organization, with the power and authority to own or lease its
          properties and conduct its business as currently conducted and as
          described in the Private Placement Memorandum. The Subsidiaries are
          the only entities in which the Company owns, directly or indirectly, a
          majority of the outstanding voting securities. The Company and the
          Subsidiaries are duly qualified to transact business and are in good
          standing in all jurisdictions in which the conduct of their respective
          businesses or the ownership or leasing of their property requires such
          qualification, except in such jurisdictions where the failure to be so
          qualified or to be in good standing would not have a Material Adverse
          Effect. For purposes of this Agreement, the term "Material Adverse
          Effect" means a material adverse effect on (i) the condition
          (financial or otherwise), properties, assets, liabilities, rights,
          operations, earnings, business, management or prospects of the Company
          and the Subsidiaries, taken as a whole, whether or not arising from
          transactions in the ordinary course of business, (ii) the transactions
          contemplated by this Agreement or (iii) the authority or the ability
          of the Company to perform its obligations under this Agreement.


                                        3
<PAGE>
               (e) The outstanding shares of capital stock of each of the
          Subsidiaries have been duly authorized and validly issued, are fully
          paid and non-assessable and are wholly owned by the Company or another
          Subsidiary free and clear of all liens, encumbrances, equities and
          claims. There are no outstanding rights (including, without
          limitation, preemptive rights), warrants or options to acquire, or
          instruments convertible into or exchangeable for, any unissued shares
          of capital stock or other equity interest in any of the Subsidiaries,
          or any contract, commitment, agreement, understanding or arrangement
          of any kind, in each case to which the Company or any Subsidiary is a
          party and providing for the issuance or sale of any capital stock of
          that Subsidiary, any such convertible or exchangeable securities or
          any such rights, warrants or options.

               (f) This Agreement has been duly authorized, executed and
          delivered by the Company, and constitutes a valid, legal, and binding
          obligation of the Company, enforceable in accordance with its terms,
          except as such enforceability may be limited by bankruptcy,
          insolvency, reorganization or similar laws affecting the rights of
          creditors generally, and subject to general principles of equity. The
          Company has full power and authority to execute and deliver this
          Agreement and to perform its obligations hereunder.

               (g) Neither the Company nor any of the Subsidiaries is or with
          the giving of notice or lapse of time or both, will be, in violation
          of or in default under its charter documents ("Charter") or bylaws or
          under any agreement, lease, contract, indenture or other instrument or
          obligation to which it is a party or by which it is bound or to which
          any of its properties or assets are subject, and which violation or
          default has had or is reasonably likely to have a Material Adverse
          Effect. The execution and delivery of this Agreement and the
          consummation of the transactions contemplated herein, including
          without limitation the issuance and sale of the Shares, and the
          fulfillment of the terms of this Agreement will not (a) violate (i)
          any statute, rule or regulation of governmental agency or authority
          applicable to the Company or any of the Subsidiaries, or (ii) any
          order applicable to the Company or any of the Subsidiaries (or any of
          properties or assets of the Company or any Subsidiary) of any court or
          of any regulatory body or administrative agency or other governmental
          body, except where any such violation would not have a Material
          Adverse Effect, (b) conflict with or result in a breach of any of the
          terms or provisions of, or constitute a default under, any contract,
          indenture, mortgage, deed of trust or other agreement or instrument to
          which the Company or any of its Subsidiaries is a party or by which
          the Company or any of its Subsidiaries is bound or to which any of the
          Company's or any Subsidiary's properties or assets are subject, except
          where any such conflict, breach or default would not have a Material
          Adverse Effect, or (c) conflict with any provisions of the Charter or
          bylaws of the Company.

               (h) Each approval, consent, order, authorization, designation,
          declaration or filing by or with any regulatory, administrative or
          other governmental body necessary in connection with the execution and
          delivery by the Company of the Agreement and the consummation of the
          transactions herein


                                        4
<PAGE>
          contemplated (except such as may be required by the securities or Blue
          Sky laws of the various states in connection with the offer and sale
          of the Shares, and by federal and state securities laws with respect
          to the Company's obligations under Sections 8 and 9 of this Agreement)
          has been obtained or made and is in full force and effect.

               (i) The capitalization of the Company is as set forth under
          "Capitalization" in the Private Placement Memorandum as of the date
          set forth therein. The Company has not issued any capital stock since
          January 13, 2005, except for issuances of Common Stock upon the
          exercise of (i) outstanding warrants and (ii) stock options granted
          under any benefit plan identified in the Private Placement Memorandum.
          The outstanding shares of Common Stock of the Company have been duly
          authorized and validly issued and are fully paid and non-assessable,
          the Shares have been duly authorized and when issued and paid for as
          contemplated in the Agreement will be validly issued, fully paid and
          non-assessable. Except (i) as identified in the Private Placement
          Memorandum, (ii) as specifically disclosed in Schedule I hereto and
          (ii) for stock options granted under benefit plans identified in the
          Private Placement Memorandum, there are no outstanding warrants or
          options to acquire, or instruments convertible into or exchangeable
          for, any unissued shares of capital stock or other equity interest in
          the Company, or any contract, commitment, agreement, understanding or
          arrangement of any kind, in either case to which the Company is a
          party and providing for the issuance or sale of any capital stock of
          the Company, any such convertible or exchangeable securities or any
          such rights, warrants or options.

               (j) Except (i) as identified in the Private Placement Memorandum,
          (ii) as specifically disclosed in Schedule II of this Agreement and
          (iii) as provided in this Agreement, no preemptive right, co-sale
          right, registration right, right of first refusal or other similar
          right exists with respect to the issuance and sale of the Shares, the
          registration for resale of the Shares or any other transactions
          contemplated by the Agreement. There are no stockholders agreements,
          voting agreements or other similar agreements with respect to the
          Common Stock to which the Company is a party.

               (k) The form of certificates for the Shares conforms to the
          requirements of the laws of British Columbia.

               (l) There are no legal, governmental or regulatory actions,
          suits, claims or proceedings pending to which the Company or any of
          the Subsidiaries is a party or of which any property of the Company or
          any of the Subsidiaries is the subject, which, if determined adversely
          to the Company or any of the Subsidiaries, might individually or in
          the aggregate reasonably be expected to have a Material Adverse
          Effect; to the Company's knowledge, no such action, suit, claim or
          proceeding is threatened or contemplated by governmental or regulatory
          authorities or threatened by others.


                                        5
<PAGE>
               (m) The Company and each Subsidiary (i) are in compliance in all
          material respects with any and all applicable foreign, federal, state
          and local laws, orders, rules, regulations, directives, decrees and
          judgements relating to the protection of human health and safety, the
          environment or hazardous or toxic substances or wastes, pollutants or
          contaminants (the "Environmental Laws"); (ii) have received all
          permits, licenses, certifications, franchises, clearances or other
          approvals required of it under applicable Environmental Laws, to
          conduct its business to date as described in the Private Placement
          Memorandum; and (iii) are in compliance in all material respects with
          all terms and conditions of any such permit, license certification,
          franchise, clearance or approval, except where such noncompliance with
          Environmental Laws, failure to receive required permits, licenses,
          certifications, franchises, clearances or other approvals or failure
          to comply with the terms and conditions of such permits, licenses,
          certifications, franchises, clearances or approvals would not,
          individually or in the aggregate, have a Material Adverse Effect. The
          Company is not presently subject to any costs or liabilities
          associated with Environmental Laws (including, without limitation, any
          capital or operating expenditures required for clean-up and any
          potential liabilities to third parties) that would, individually or in
          the aggregate, have a Material Adverse Effect. To the Company's
          knowledge, there are no pending or threatened administrative,
          regulatory or judicial actions, suits, demands, demand letters,
          claims, liens, notices of noncompliance or violation, investigation or
          proceedings relating to any Environmental Law against the Company or
          any Subsidiary. To the Company's knowledge, there are no events or
          circumstances that would reasonably be expected to form the basis of
          an order for clean-up or remediation, or an action, suit or proceeding
          by any private party or governmental body or agency, against or
          affecting the Company or any Subsidiary, or any of its predecessors in
          interest, relating to hazardous materials or any Environmental Laws.
          To the Company's knowledge, no property that is or has been owned,
          leased or occupied by the Company or any Subsidiary has been
          designated as a Superfund Site pursuant to the Comprehensive
          Environmental Response, Compensation of Liability Act of 1980, as
          amended ("CERCLA"), or otherwise designated as a contaminated site
          under applicable state or local law under circumstances that would be
          reasonably likely to have a Material Adverse Effect, and neither the
          Company nor any Subsidiary has been named as a "potentially
          responsible party" under CERCLA.

               (n) The Company and the Subsidiaries have good and marketable
          title to all property described in the Private Placement Memorandum as
          owned by them, free from mortgages, pledges, liens, security
          interests, claims, restrictions, encumbrances and defects of any kind,
          except as (i) are described in the Private Placement Memorandum, (ii)
          would not, individually or in the aggregate, materially affect the
          value of such property or materially interfere with the use made or to
          be made of such property by them, or (iii) would not, individually or
          in the aggregate, reasonably be likely to have a Material Adverse
          Effect. All of the leases, subleases and options to acquire leases
          material to the business of the Company and the Subsidiaries, and
          under which the Company or any of its Subsidiaries holds properties
          described in the Private Placement Memorandum,


                                        6
<PAGE>
          including, without limitation, all coal bed methane producing
          properties of the Company and the Subsidiaries and all assets and
          facilities used by the Company and the Subsidiaries in the production
          and marketing of coal bed methane, are in full force and effect, and
          neither the Company nor any Subsidiary has any notice of any material
          claim of any sort that has been asserted by anyone adverse to the
          rights of the Company or such Subsidiary to the continued possession
          of the leased or subleased property under any such lease or sublease,
          except in each case as would not, individually or in the aggregate,
          reasonably be likely to have a Material Adverse Effect.

               (o) The Company and each of the Subsidiaries possess all material
          licenses, certifications, permits, franchises, approvals, consents,
          clearances and other authorizations ("Permits") issued by appropriate
          federal, state or local governmental authorities as are necessary to
          conduct their respective businesses as currently conducted and to own,
          lease and operate their respective properties in the manner described
          in the Private Placement Memorandum, provided that the Company has
          obtained drilling Permits only for the wells that it has to date
          actually drilled and except where the failure to have any such Permit
          would not have a Material Adverse Effect. There is no claim,
          proceeding or controversy, pending or, to the knowledge of the
          Company, threatened, involving the status of or sanctions under any of
          the Permits. The Company and each of the Subsidiaries have fulfilled
          and performed all of their material obligations with respect to the
          Permits, and no event has occurred that allows, or after notice or
          lapse of time would allow, the revocation, termination, modification
          or other impairment of the rights of the Company or any of the
          Subsidiaries under any such Permit.

               (p) The Company and each of the Subsidiaries owns, licenses or
          otherwise has rights in all United States and foreign patents,
          trademarks, service marks, tradenames, copyrights, trade secrets and
          other proprietary rights necessary for the conduct of their respective
          businesses as currently carried on and as proposed to be carried on as
          described in the Private Placement Memorandum (collectively, and
          together with any applications or registrations for the foregoing, the
          "Intellectual Property"). Except as specifically described in the
          Private Placement Memorandum, neither the Company nor the Subsidiaries
          has received any notice or is otherwise aware of any infringement of
          or conflict with asserted rights of others with respect to any
          Intellectual Property or of any facts or circumstances which would
          render any Intellectual Property invalid or inadequate to protect the
          interest of the Company or any of the Subsidiaries, except any
          infringement, conflict, facts or circumstances which would not have a
          Material Adverse Effect.

               (q) Neither the Company nor any of the Subsidiaries is in
          violation of any law, administrative regulation, ordinance or order of
          any court or governmental agency, arbitration panel or authority
          applicable to the Company or that Subsidiary, as the case may be,
          which violation, individually or in the aggregate, is reasonably
          likely to have a Material Adverse Effect.


                                        7
<PAGE>
               (r) The information set forth in the Private Placement Memorandum
          relating to coal bed methane reserves, coal bed methane wells and any
          other coal bed methane related information has been prepared by the
          Company or its independent reservoir engineer in accordance with
          methods generally applied in the U.S. oil and gas industry and
          conforms, in all material respects, to the requirements of the
          Securities Act and the Securities Act Regulations.

               (s) The participation, joint development, joint operating,
          farm-out and other agreements relating to rights of the Company and
          its Subsidiaries with respect to the ownership, lease or operation of
          coal bed methane properties or the exploration for development of, or
          production of coal bed methane reserves thereon, constitute valid and
          binding agreements of the Company and its Subsidiaries that are
          parties thereto and, to the knowledge of the Company, of the other
          parties thereto, except as enforceability may be limited by
          bankruptcy, insolvency, reorganization, moratorium or similar laws
          affecting creditors' rights generally and by general equitable
          principles.

               (t) The consolidated financial statements of the Company,
          together with related notes set forth in the Private Placement
          Memorandum, present fairly the consolidated financial position and the
          results of operations and cash flows of the Company, at the indicated
          dates and for the indicated periods. Such financial statements and
          related notes and schedules have been prepared in accordance with
          accounting principles generally accepted in the United States
          ("GAAP"), consistently applied throughout the periods involved, except
          as disclosed therein, and all adjustments necessary for a fair
          presentation of results for such periods have been made. The selected
          financial data included in the Private Placement Memorandum present
          fairly the information shown therein and such data have been compiled
          on a basis consistent with the financial statements presented therein
          and the books and records of the Company and the Subsidiaries.

               (u) The Company maintains a system of internal accounting
          controls sufficient to provide reasonable assurances (i) regarding the
          reliability of financial reporting and the preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles and (ii) that (A) transactions are executed in
          accordance with management's general or specific authorization; (B)
          transactions are recorded as necessary to permit preparation of
          financial statements in conformity with generally accepted accounting
          principles and to maintain accountability for assets; (D) access to
          assets is permitted only in accordance with management's general or
          specific authorization; and (E) the recorded accountability for assets
          is compared with existing assets at reasonable intervals and
          appropriate action is taken with respect to any differences.

               (v) Except as described in the Private Placement Memorandum,
          since April 30, 2005 there has not been any material adverse change,
          financial or otherwise, with respect to the Company or any of the
          Subsidiaries that has had or is reasonably likely to have a Material
          Adverse Effect, whether or not occurring in the ordinary course of
          business, and there has not been any material transaction


                                        8
<PAGE>
          entered into by the Company or any of the Subsidiaries, other than
          transactions in the ordinary course of business and changes and
          transactions described in the Private Placement Memorandum. The
          Company and the Subsidiaries have no material contingent obligations
          that are not disclosed in the Private Placement Memorandum.

               (w) The Company's Common Stock is listed on the TSX Venture
          Exchange and is authorized for trading on the TSX Venture Exchange.
          The Company has taken no action designed to, or which to its knowledge
          is likely to have the effect of, terminating the listing of or
          disqualify such shares of Common Stock from listing on the TSX Venture
          Exchange. The issuance of the Shares does not require shareholder
          approval, including, without limitation, pursuant to the rules of the
          listing on the TSX Venture Exchange. At no time has the Common Stock
          been quoted, listed or admitted to trading on the NASDAQ National
          Market, the NASDAQ SmallCap Market or any registered United States
          securities exchange. The Company is, and has no reason to believe that
          it will not in the foreseeable future continue to be, in compliance
          with the qualifications for listing of its common stock on the TSX
          Venture Exchange; provided that the Company may delist from the TSX
          Venture Exchange at such time as the Common Stock is listed on a U.S.
          market or exchange. Upon effectiveness of the Amended S-1 Registration
          Statement, the Company will use its commercially reasonable best
          efforts to cause the Common Stock to be listed or quoted on the NASDAQ
          National Market, the NASDAQ Small Cap Market or any registered United
          States national securities exchange.

               (x) The Company will file with the Commission a notice of the
          sale of Shares pursuant to this Agreement on Form D within the time
          prescribed for the filing of such notice under Regulation D of the
          Securities Act. The Company will also file with the applicable
          Canadian securities regulatory bodies and the TSX Venture Exchange the
          documents necessary to comply with the applicable Canadian securities
          laws and the rules and policies of the TSX Venture Exchange.

               (y) Neither the Company nor, to the Company's knowledge, any of
          its affiliates, has taken or may take, directly or indirectly, any
          action designed to cause or result in, or which has constituted or
          which might reasonably be expected to constitute, the stabilization or
          manipulation of the price of the shares of Common Stock to facilitate
          the sale or resale of the Shares.

               (z) The contracts listed as exhibits to the Amended S-1
          Registration Statement, other than those contracts that are
          substantially performed or expired by their terms, are in full force
          and effect on the date hereof, and none of the Company, the
          Subsidiaries and, to the Company's knowledge, any other party, is in
          breach of or default under any such contract. Except as disclosed in
          the Private Placement Memorandum or as would not have a Material
          Adverse Effect, neither the Company nor any of the Subsidiaries has
          sent or received any notice indicating the termination of or intention
          to terminate any such contract, and no


                                        9
<PAGE>
          such termination has been threatened by the Company, any Subsidiary,
          or, to the Company's knowledge, any other party.

               (aa) The Company and the Subsidiaries have filed all federal,
          state, local and foreign tax returns which have been required to be
          filed and have paid all taxes indicated by said returns and all
          assessments received by any of them to the extent that such taxes have
          become due and are not being contested in good faith and for which an
          adequate reserve for accrual has been established in accordance with
          GAAP. All tax liabilities have been adequately provided for in the
          financial statements of the Company in accordance with GAAP, and the
          Company does not know of any actual or proposed additional material
          tax assessments.

               (bb) Neither the Company nor any of the Subsidiaries is, or
          intends to conduct its business in a manner in which it would become,
          an "investment company" as defined in Section 3(a) of the Investment
          Company Act of 1940, as amended, and the rules and regulations
          promulgated thereunder.

               (cc) The Company and the Subsidiaries carry, or are covered by,
          insurance in such amounts and covering such risks as is adequate for
          the conduct of their respective businesses and the value of their
          respective properties and as is customary for similarly sized
          companies engaged in similar industries. All policies of insurance
          insuring the Company or any Subsidiary or any of their respective
          businesses, assets, employees, officers or directors are in full force
          and effect, and the Company and the Subsidiaries are in compliance
          with the terms of such policies in all material respects. There are no
          claims by the Company or any Subsidiary under any such policy or
          instrument as to which an insurance company is denying liability or
          defending under a reservation of rights clause.

               (dd) None of the Company, its employees or directors or, to the
          knowledge of the Company, any other affiliate, as defined in Rule
          501(b) of Regulation D under the Securities Act (an "Affiliate"), of
          the Company has, directly or through any agent, sold, offered for
          sale, solicited offers to buy or otherwise negotiated in respect of,
          any security (as defined in the Securities Act) which is or will be
          integrated with the Offering in a manner that would require the
          registration under the Securities Act of the sale of the Shares
          pursuant to this Agreement, and the Company will not, directly or
          through any agent, sell, offer for sale, solicit offers to buy or
          otherwise negotiate in respect of, any security (as defined in the
          Securities Act) which would be integrated with the Offering in a
          manner that would require the registration under the Securities Act of
          the sale of the Shares pursuant to this Agreement.

               (ee) None of the Company, its employees or directors or, to the
          knowledge of the Company, any other Affiliate of the Company has,
          directly or through any agent, offered, solicited offers to buy or
          sold Shares in the Offering by any form of general solicitation or
          general advertising (as those terms are used in Regulation D under the
          Securities Act) or in any manner involving a public offering within
          the meaning of Section 4(2) of the Securities Act, and the


                                       10
<PAGE>
          Company will not, directly or through any agent, engage in any of the
          actions described in this paragraph (ee) in connection with the
          Offering.

               (ff) The Company is in substantial compliance with the effective
          provisions of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley
          Act"), and the rules and regulations promulgated thereunder, that are
          currently applicable to the Company. The Company intends to comply in
          all material respects with all of the other provisions of the
          Sarbanes-Oxley Act, and the rules and regulations promulgated
          thereunder, that may in the future become applicable to the Company,
          to the extent such provisions are then in effect.

               (gg) Other than the fees to be paid by the Company to the
          Co-Placement Agents, the Company has not incurred any liability for
          any finder's or broker's fee, or agent's commission in connection with
          the execution and delivery of this Agreement or the consummation of
          the transactions contemplated hereby.

               (hh) None of the Company, any Subsidiary or, to the knowledge of
          the Company, any agent or other person acting on behalf of the Company
          or any Subsidiary, has (i) directly or indirectly, used any corrupt
          funds for unlawful contributions, gifts, entertainment, or other
          unlawful expenses related to foreign or domestic political activity,
          (ii) made any unlawful payment to foreign or domestic government
          officials or employees or to any foreign or domestic political parties
          or campaigns from corporate funds, (iii) failed to disclose fully any
          contribution made by the Company or any Subsidiary (or made by any
          person acting on its behalf of which the Company is aware) that is in
          violation of law, or (iv) violated in any material respect any
          provision of the Foreign Corrupt Practices Act of 1997, as amended.

               (ii) The information contained in the Private Placement
          Memorandum regarding the Company's expectations, plans and intentions,
          and any other information that constitutes "forward-looking"
          information within the meaning of the Securities Act and the
          Securities Exchange Act of 1934, as amended (the "Exchange Act"), were
          made by the Company on a reasonable basis and reflected the Company's
          good faith belief or estimate of the matters described therein, in
          each case as of the date of the Private Placement Memorandum
          containing such information.

               (jj) All disclosure concerning the Company contained in this
          Agreement, including the Schedules to this Agreement, is true and
          correct and does not contain any untrue statement of a material fact
          or omit to state any material fact necessary in order to make the
          statements made therein, in the light of the circumstances under which
          they were made, not misleading. None of the Company, its employees or
          directors or, to the Company's knowledge, any other Person acting on
          its behalf has provided any of the Investors or their agents or
          counsel with any information that constitutes or might constitute
          material, nonpublic information, except information that will be
          promptly disclosed after the Closing Date through any Regulation
          FD-compliant method pursuant to


                                       11
<PAGE>
          paragraph (kk) below. The Company understands that each of the
          Investors may rely on the foregoing representations in effecting
          transactions in securities of the Company.

               (kk) The Company agrees, as soon as practicable but in no event
          later than 9:30 a.m., New York City time, on the Closing Date, to
          issue a press release in compliance with Rule 135c under the
          Securities Act, describing the material terms of the transactions
          contemplated by this Agreement. Such press release shall be subject to
          prior review by counsel to the Co-Placement Agents. Notwithstanding
          the foregoing, the Company shall not publicly disclose the name of any
          Investor, or include the name of any Investor in any filing with the
          Commission or any regulatory agency without the prior written consent
          of such Investor, except to the extent such disclosure is required by
          law or the regulations of any quotation system or exchange on which
          securities of the Company are listed. The Company agrees that, after
          the issuance of such press release, none of the Company's
          communications to any Investor will include material, nonpublic
          information, unless otherwise agreed by the Company and such Investor
          in accordance with law.

               (ll) The Company agrees not to, directly or indirectly, sell,
          offer to sell, solicit offers to buy, dispose of, loan, pledge or
          grant any right with respect to any shares of Common Stock, or any
          securities convertible into or exercisable or exchangeable for, shares
          of Common Stock until the date on which the Registration Statement (as
          defined below in Section 8(a)) is declared effective by the
          Commission, except for (i) grants of options to purchase Common Stock
          under stock option plans of the Company or pursuant to existing
          agreements with other persons, (ii) the issuance of shares of Common
          Stock upon the exercise of stock options issued under such stock
          option plans and agreements, and (iii) the issuance of shares of
          Common Stock upon the exercise of currently outstanding warrants. The
          Company will use reasonable efforts to cause each of its directors and
          executive officers to enter into similar agreements with the
          Co-Placement Agents; provided that any such agreements shall permit
          the Company's directors and executive officers to sell, dispose of,
          loan, pledge, hypothecate or otherwise transfer shares of Common Stock
          to the extent necessary to pay the exercise price for, and all taxes
          incurred in connection with, the exercise of any options or warrants
          that would otherwise expire during such restricted period.

          7. Representations, Warranties and Covenants of the Investor. Each
Investor severally, and not jointly, represents and warrants to, and covenants
with, the Company that:

               (a) The Investor is a "qualified institutional buyer" as defined
          in Rule 144A under the Securities Act and an "accredited investor" as
          defined in Regulation D, unless it is only an "accredited investor" as
          defined in Regulation D and listed on Schedule III hereto, and, as
          provided under Rule 502(b)(2)(v) under the Securities Act, has
          requested, received, reviewed and considered all information it deems
          relevant in making an informed decision to purchase Shares. The
          Investor is experienced in evaluating companies such as the Company,
          and


                                       12
<PAGE>
          has such business and financial experience as is required to give it
          the capacity to utilize the information received, to evaluate the
          risks involved in purchasing Shares, and to protect its own interests
          in connection with the purchase of Shares and is able to bear the
          risks of an investment in Shares.

               (b) The Investor understands that the Shares are "restricted
          securities" and have not been registered under the Securities Act and
          is acquiring the number of Shares set forth on the signature page
          hereto in the ordinary course of its business and for its own account
          with no present intention of distributing any Shares, or any
          arrangement or understanding with any other persons regarding the
          distribution of such Shares, or otherwise. The representation and
          warranty in the previous sentence shall not limit the Investor's right
          to indemnification under Section 10, other than with respect to any
          claim arising out of a breach of this representation and warranty.

               (c) The Investor will not, directly or indirectly, offer, sell,
          pledge, transfer or otherwise dispose of (or solicit offers to buy,
          purchase or otherwise acquire or take a pledge of) any of the Shares,
          except in compliance with the Securities Act, applicable state and
          other securities laws and the respective rules and regulations
          promulgated thereunder.

               (d) Other than the transaction contemplated hereunder, the
          Investor has not directly or indirectly, nor has any person acting on
          behalf of or pursuant to any understanding with such Investor,
          executed any disposition, including Short Sales (but not including the
          location and/or reservation of borrowable shares of Common Stock), in
          the securities of the Company during the period commencing from the
          time that such Investor first received a term sheet from the Company
          or any other person setting forth the material terms of the
          transactions contemplated hereunder until the date hereof ("Discussion
          Time"). Notwithstanding the foregoing, in the case of an Investor that
          is a multi-managed investment vehicle whereby separate portfolio
          managers manage separate portions of such Investor's assets and the
          portfolio managers have no direct knowledge of the investment
          decisions made by the portfolio managers managing other portions of
          such Investor's assets, the representation set forth above shall only
          apply with respect to the portion of assets managed by the portfolio
          manager that made the investment decision to purchase the Shares
          covered by this Agreement. Other than to other persons party to this
          Agreement, such Investor has maintained the confidentiality of all
          disclosures made to it in connection with the transaction contemplated
          hereby (including the existence and terms of the transaction
          contemplated hereby).

               (e) Each Investor severally and not jointly with the other
          Investors covenants that neither it nor any affiliates acting on its
          behalf or pursuant to any understanding with it will execute any Short
          Sales during the period after the Discussion Time and ending at the
          time that the transactions contemplated by this Agreement are first
          publicly announced as described in Section 6(kk) above. Each Investor,
          severally and not jointly with the other Investors, covenants that


                                       13
<PAGE>
          until such time as the transactions contemplated by this Agreement are
          publicly disclosed by the Company as described in Section 6(kk) above,
          such Investor will maintain the confidentiality of all disclosures
          made to it in connection with this transaction (including the
          existence and terms of this transaction). Each Investor understands
          and acknowledges, severally and not jointly with any other Investor,
          that the Commission currently takes the position that coverage of
          short sales of shares of the Common Stock "against the box" prior to
          the time at which the Registration Statement is declared effective by
          the Commission is a violation of Section 5 of the Securities Act, as
          set forth in Item 65, Section 5 under Section A, of the Manual of
          Publicly Available Telephone Interpretations, dated July 1997,
          compiled by the Office of Chief Counsel, Division of Corporation
          Finance. Notwithstanding the foregoing, no Investor makes any
          representation, warranty or covenant hereby that it will not engage in
          Short Sales in the securities of the Company after the time that the
          transactions contemplated by this Agreement are first publicly
          announced as described in Section 6(kk). Notwithstanding the
          foregoing, in the case of an Investor that is a multi-managed
          investment vehicle whereby separate portfolio managers manage separate
          portions of such Investor's assets and the portfolio managers have no
          direct knowledge of the investment decisions made by the portfolio
          managers managing other portions of such Investor's assets, the
          covenant set forth above shall only apply with respect to the portion
          of assets managed by the portfolio manager that made the investment
          decision to purchase the Shares covered by this Agreement.

               (f) The Investor will have, on or prior to the Closing Date,
          furnished to the Company a fully completed (i) Investor Questionnaire
          substantially in the form attached hereto as Exhibit C, for use in
          preparation of the Registration Statement, and (ii) Form 1 as attached
          hereto as Exhibit D, if such Investor has not in the year prior to the
          Closing Date completed and filed Form 1 with the TSX Venture Exchange,
          and all of the information contained therein will be true and correct
          in all material respects as of such date and as of the Closing Date.

               (g) The Investor has, in connection with its decision to purchase
          the number of Shares set forth on the signature page hereto, (i)
          relied only upon the Private Placement Memorandum, the representations
          and warranties of the Company contained in this Agreement and any
          other information received from the Company pursuant to Section 7(a),
          and (ii) has not relied on any information or advice furnished by or
          on behalf of the Co-Placement Agents or any other person.

               (h) The Investor acknowledges that the certificates evidencing
          the Shares will be imprinted with a legend in substantially the
          following form (and a stop-transfer order may be placed against
          transfer of the certificates for the Shares):

          "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
          REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED


                                       14
<PAGE>
          (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS, AND MAY
          NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
          EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
          TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
          SECURITIES ACT, AND IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES
          LAWS."

          "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS
          SECURITY MUST NOT TRADE THE SECURITY BEFORE [THAT DAY THAT IS 4 MONTHS
          AFTER CLOSING]"

          "WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND
          COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES
          REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED,
          HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE
          TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT
          OF A CANADIAN RESIDENT UNTIL [THAT DAY THAT IS 4 MONTHS AFTER
          CLOSING]."

          The Investor further acknowledges that, upon receipt of a Suspension
          Notice (as defined below in Section 9(c)), the Investor will refrain
          from selling any Shares pursuant to the Registration Statement until
          the Investor receives from the Company copies of a supplemented or
          amended Prospectus prepared and filed by the Company with the
          Commission, or until it is advised in writing by the Company that the
          current Prospectus may be used, and has received copies of any
          additional or supplemental filings that are incorporated or deemed
          incorporated by reference in any such Prospectus.

               (i) The Investor further represents and warrants to, and
          covenants with, the Company that (i) if an entity, the Investor is
          duly organized and in good standing in the jurisdiction of its
          organization, (ii) the Investor has full legal, corporate or other
          right, power, authority and capacity to enter into this Agreement and
          to consummate the transactions contemplated hereby and has taken all
          necessary action to authorize the execution, delivery and performance
          of this Agreement, and (iii) this Agreement has been duly authorized,
          executed and delivered by, and constitutes a valid and binding
          agreement of, the Investor, enforceable against the Investor in
          accordance with its terms, except as such enforceability may be
          limited by bankruptcy, insolvency, reorganization or similar laws
          affecting the rights of creditors generally, and subject to general
          principles of equity.

               (j) The Investor shall not disclose to any other person (other
          than to its directors, officers, employees, agents, advisors or
          representatives to the extent necessary or advisable in connection
          with the investment decision to purchase Shares hereunder) any
          information concerning this Agreement or the placement of


                                       15
<PAGE>
          Shares under this Agreement or any nonpublic information disclosed to
          the Investor by or on behalf of the Company in connection with the
          offer and sale of Shares under this Agreement, until the Company shall
          have made a public announcement of such information.

               (k) The Investor understands that nothing in this Agreement, or
          any other materials presented to the Investor in connection with the
          purchase and sale of Shares constitutes legal, tax, accounting or
          investment advice. The Investor has consulted such legal, tax,
          accounting and investment advisors as it, in its sole discretion, has
          deemed necessary or appropriate in connection with its purchase of
          Shares.

               (l) The Investor represents that: (i) based on the closing price
          of the Company's Common Stock on the Closing Date, the Investor,
          together with its ultimate parent entity and all entities controlled
          by the same ultimate parent as the Investor (such entities, including
          the Investor, hereinafter collectively referred to as the "Investor
          Affiliates," except that the term Investor Affiliates will not include
          investment companies registered with the Commission under the
          Investment Company act of 1940), will not hold in excess of $53.1
          million of the Company's outstanding voting securities as a result of
          the sale and purchase of Shares pursuant to this Agreement, and (ii)
          all voting securities of the Company that the Investor Affiliates will
          hold, directly or indirectly, at the Closing Date (after giving effect
          to the sale and purchase of Shares pursuant to this Agreement), will
          be held solely for the purpose of passive investment such that these
          securities will be held by the Investor Affiliates with no intention
          on the part of any of them to participate in the formulation,
          determination or direction of the basic business decisions of the
          Company. The Investor Affiliates are relying on the exemption
          available to them as passive investors under Section 7A(c)(9) of the
          Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and
          regulations promulgated thereunder (including 16 C.F.R. Sec. 802.9) in
          their determination that the sale and purchase of Shares pursuant to
          this Agreement does not require them to submit any Hart-Scott-Rodino
          Notification and Report Form.

               (m) The Investor represents that it will deliver a prospectus
          upon any resale of Shares whenever such delivery is required by law.

               (n) The Investor acknowledges that the Company and its counsel
          are entitled to rely on the representations made above.

               (o) The Investor, if not a resident of British Columbia,
          certifies that it is not resident in British Columbia and acknowledges
          that: (i) no securities commission or similar regulatory authority has
          reviewed or passed on the merits of the Shares; (ii) there is no
          government or other insurance covering the Shares; (iii) there are
          risks associated with the purchase of the Shares; (iv) there are
          restrictions on the Investor's ability to resell the Shares, and it is
          the responsibility of the Investor to find out what those restrictions
          are and to comply with them before selling such securities; and (v)
          the Company has advised the Investor that


                                       16
<PAGE>
          the Company is relying on an exemption from the requirements to
          provide the Investor with a prospectus and to sell securities through
          a person registered to sell securities under the Securities Act
          (British Columbia) and, as a consequence of acquiring securities
          pursuant to this exemption, certain protections, rights and remedies
          provided by the Securities Act (British Columbia), including statutory
          rights of rescission or damages, will not be available to the
          Investor.

               (p) The Investor, on its own behalf and on behalf of any other
          person for whom it is contracting hereunder, acknowledges and consents
          to the release by the Company of certain information regarding the
          Investor's subscription, including the Investor's name, address,
          telephone number and registration instructions, the number of Shares
          purchased, the number of securities of the Company held, the status of
          the Investor as an insider, as a "Pro Group" member or as otherwise
          represented herein, and, if applicable, information regarding
          beneficial ownership of or the principal of the Investor, in
          compliance with securities regulatory policies to regulatory
          authorities (including the TSX Venture Exchange) in reporting
          jurisdictions or to other authorities as required by law and to the
          transfer agent of the Company for the purpose of arranging for the
          preparation of the certificates representing the Shares issuable in
          connection with this Agreement; provided that the Company may not
          disclose any information regarding the Investor's subscription without
          the prior written consent of the Investor where such disclosure would
          be in the Company's discretion and not required by the applicable
          securities regulatory policies. The purpose of the collection of the
          information is to ensure the Company and its advisors will be able to
          issue Shares to the Investor in compliance with applicable Canadian
          securities laws and the instructions of the Investor and to obtain the
          information required to be provided in documents required to be filed
          with the TSX Venture Exchange and with securities regulatory
          authorities under applicable securities laws and other authorities as
          required by law. In addition, the Investor acknowledges and consents
          to the collection, use and disclosure of all such personal information
          by the TSX Venture Exchange and other regulatory authorities in
          accordance with their requirements, including the provision to third
          party service providers, from time to time. The contact information
          for the officer of the Company who can answer questions about the
          collection of information by the Company is as follows:

                                        George Zilich
                                        30775 Bainbridge Road, Suite 280
                                        Solon, Ohio 44139
                                        Tel: (440) 248-4200
                                        Fax: (440) 248-4240

          8. Registration. The Company shall:

               (a) prepare and file with the Commission, not later than 60
          calendar days after the Closing Date or, if earlier, 10 calendar days
          after its existing Form S-1 registration statement is declared
          effective by the Commission (the applicable


                                       17
<PAGE>
          date being the "Filing Deadline Date"), a registration statement on
          Form S-1 (the "Registration Statement") to enable the resale of Shares
          by the Investors from time to time under the Securities Act;

               (b) use its commercially reasonable best efforts, subject to
          receipt of information from the Investors set forth in Exhibit C, to
          cause the Registration Statement to be declared effective under the
          Securities Act as soon as practicable but in no event later than the
          date (the "Effectiveness Deadline Date") that is 90 calendar days
          after the Closing Date; provided that if the Commission elects to
          review the Registration Statement, the Effectiveness Deadline Date
          shall be the date that is 150 calendar days after the Closing Date. If
          the Registration Statement has not been declared effective by the
          Commission on or before the Effectiveness Deadline Date, then the
          Company shall, on the first day after the Effectiveness Deadline Date,
          pay the Investor an amount equal to 0.5% of the Purchase Price of the
          Shares purchased by the Investor pursuant to this Agreement, and an
          additional 0.25% of the Purchase Price of the Shares purchased by the
          Investor, each thirtieth day after the Effectiveness Deadline Date, up
          to a maximum of 1.25% of such Purchase Price until the Registration
          Statement is declared effective by the Commission. The Investors may
          make a claim for additional damages as a remedy for the Company's
          failure to comply with the timelines set forth in this Section (b),
          but acknowledgement of such right in this Agreement shall not
          constitute an admission by the Company that any such damages exist or
          may exist. Nothing contained in the preceding sentence shall be read
          to limit the ability of the Investors to seek specific performance of
          this Agreement.

               (c) Upon effectiveness of the Registration Statement the Company
          will use its commercially reasonable best efforts to cause the Shares
          to be listed on the NASDAQ National Market, the NASDAQ Small Cap
          Market, or any registered United States national securities exchange.
          In the event that the Shares cannot be listed on the NASDAQ National
          Market, the NASDAQ Small Cap Market, or any United States national
          securities exchange, the Company shall use its commercially reasonable
          best efforts to list the Shares on the TSX Venture Exchange as soon as
          practicable.

               (d) during the period from the date on which the Registration
          Statement is declared effective until the earlier of (i) such time as
          all Investors may immediately sell all of the Shares purchased under
          this Agreement under Rule 144(b) (without giving effect to the volume
          limitations of Rule 144(e)) and (ii) such time as all Investors have
          sold all of the Shares that the Investors purchased under this
          Agreement (such period, the "Effectiveness Period"), the Company
          shall: (A) use its commercially reasonable best efforts to prepare and
          file with the Commission such amendments and supplements to the
          Registration Statement as may be necessary or appropriate to keep such
          Registration Statement current and continuously effective; (B) cause
          the Prospectus used in connection with such Registration Statement to
          be supplemented by any required Prospectus supplement, and as so
          supplemented to be filed pursuant to Rule 424 (or any similar
          provisions then in force) under the Securities Act; and (C) use its


                                       18
<PAGE>
          commercially reasonable best efforts to comply with the provisions of
          the Securities Act applicable to it with respect to the disposition of
          all securities covered by such Registration Statement during the
          Effectiveness Period in accordance with the intended methods of
          disposition by the sellers thereof set forth in such Registration
          Statement, as so amended, or such Prospectus, as so supplemented;

               (e) as soon as practicable, but in any event within two business
          days, give notice to each Investor when any Prospectus, Prospectus
          supplement, or the Registration Statement or any post-effective
          amendment to the Registration Statement has been filed with the
          Commission and, with respect to a Registration Statement or any
          post-effective amendment, when the same has been declared effective;

               (f) furnish to each Investor such number of copies of the
          Registration Statement, Prospectuses (including Prospectus
          supplements) and preliminary versions of the Prospectus filed with the
          Commission ("Preliminary Prospectuses") in conformity with the
          requirements of the Securities Act, and such other documents as such
          Investor may reasonably request, in order to facilitate the public
          sale or other disposition of all or any of the Shares by such
          Investor; provided, however, that unless waived by the Company in
          writing, the obligation of the Company to deliver copies of
          Prospectuses or Preliminary Prospectuses to any Investor shall be
          subject to the receipt by the Company of reasonable assurances from
          such Investor that such Investor will comply with the applicable
          provisions of the Securities Act and of such other securities or Blue
          Sky laws as may be applicable in connection with any use of such
          Prospectuses or Preliminary Prospectuses;

               (g) file documents required of the Company for normal blue sky
          clearance in all states requiring blue sky clearance; provided that
          the Company will not be required to (i) qualify as a foreign
          corporation or as a dealer in securities in any jurisdiction where it
          would not otherwise be required to qualify but for this Agreement or
          (ii) take any action that would subject it to general service of
          process in suits or to taxation in any such jurisdiction where it is
          not then so subject;

               (h) if NASDR Rule 2710 requires any broker-dealer to make a
          filing prior to executing a sale of Shares by an Investor, make an
          Issuer Filing with the NASDR, Inc. Corporate Financing Department
          pursuant to NASDR Rule 2710(b)(10)(A)(i) and respond within five
          trading days to any comments received from NASDR in connection
          therewith, and pay the filing fee required in connection therewith;

               (i) advise the Investors at the earliest possible moment after
          the Company shall receive notice or obtain knowledge of (i) the
          issuance of any stop order by the Commission delaying or suspending
          the effectiveness of the Registration Statement or (ii) suspension of
          the qualification (or exemption from


                                       19
<PAGE>
          qualification) of any of the Shares for sale in any jurisdiction in
          which they have been qualified for sale, or, in each case, the
          initiation of any proceeding for that purpose; and promptly use its
          commercially reasonable best efforts to prevent the issuance of any
          stop order or suspension or obtain its withdrawal at the earliest
          possible moment if such stop order should be issued or suspension
          levied; and

               (j) bear all fees and expenses (other than fees and expenses of
          each Investor's legal counsel or other advisers, and underwriting
          discounts, brokerage fees and commissions, if any) incurred in
          connection with the performance by the Company of its obligations
          under paragraphs (a) through (g) and the registration of Shares
          pursuant to the Registration Statement, whether or not the
          Registration Statement is declared effective.

               (k) Notwithstanding anything set forth in this Section 8 or
          Section 9, the aggregate amount of payments to any Investor under the
          provisions of Section 8(b) and 9(d) of this Agreement shall not exceed
          13% of the Purchase Price paid by the Investor.

          9. Transfer of Shares after Registration; Suspension.

               (a) Each Investor agrees that it will not effect any disposition
          of the Shares, or its right to purchase Shares, that would constitute
          a sale within the meaning of the Securities Act except as contemplated
          in the Registration Statement referred to in Section 8(a) of this
          Agreement and as described below, in accordance with Section 16 of
          this Agreement or as otherwise permitted by law, and that it will
          promptly notify the Company of any change in any such information
          until such time as such Investor has sold all of its Shares or until
          the Company is no longer required to keep the Registration Statement
          effective.

               (b) Except in the event that paragraph (c) below applies, the
          Company shall:

                    (i) if it deems necessary, prepare and file from time to
               time with the Commission one or more post-effective amendments to
               the Registration Statement or supplements to the related
               Prospectus so that such Registration Statement will not contain
               an untrue statement of a material fact or omit to state a
               material fact required to be stated therein or necessary to make
               the statements therein not misleading, and so that, as thereafter
               delivered to purchasers of the Shares being sold thereunder, such
               Prospectus will not contain an untrue statement of a material
               fact or omit to state a material fact required to be stated
               therein or necessary to make the statements therein, in the light
               of the circumstances under which they were made, not misleading;
               and

                    (ii) as soon as practicable provide to each Investor copies
               of any documents filed pursuant to the preceding Section 9(b)(i).

               (c) Subject to paragraph (d) below, in the event of:


                                       20
<PAGE>
                    (i) any request by the Commission or any other federal or
               state governmental authority during the Effectiveness Period for
               amendments or supplements to the Registration Statement or
               related Prospectus or for additional information;

                    (ii) the issuance by the Commission or any other federal or
               state governmental authority of any stop order suspending the
               effectiveness of the Registration Statement or the initiation of
               any proceedings for that purpose;

                    (iii) the receipt by the Company of any notification with
               respect to the suspension of the qualification (or exemption from
               qualification) of any of the Shares for sale in any jurisdiction
               in which they have been qualified for sale or the initiation of
               any proceeding for such purpose; or

                    (iv) any event or circumstance which necessitates the making
               of any changes in the Registration Statement or Prospectus so
               that, in the case of the Registration Statement, it will not
               contain any untrue statement of a material fact or any omission
               to state a material fact required to be stated therein or
               necessary to make the statements therein not misleading, and that
               in the case of the Prospectus, it will not contain any untrue
               statement of a material fact or any omission to state a material
               fact required to be stated therein or necessary to make the
               statements therein, in the light of the circumstances under which
               they were made, not misleading;

          the Company shall promptly deliver a certificate in writing to each
          Investor (the "Suspension Notice") to the effect of the foregoing and,
          upon receipt of such Suspension Notice, such Investor will refrain
          from selling any Shares pursuant to the Registration Statement (a
          "Suspension") until such Investor receives from the Company copies of
          a supplemented or amended Prospectus prepared and filed by the
          Company, or until it is advised in writing by the Company that the
          current Prospectus may be used. In the event of any Suspension, the
          Company will use its commercially reasonable best efforts to cause the
          use of the Prospectus so suspended to be resumed as soon as
          practicable after delivery of a Suspension Notice to the Investor, and
          the Company shall as soon as practicable provide each Investor with
          copies of any supplemented or amended Prospectus or, as the case may
          be, advise each Investor in writing that the current Prospectus may be
          used.

               (d) Notwithstanding the foregoing paragraphs of this Section 9,
          the Company shall use its commercially reasonable best efforts to
          ensure that each Investor shall not be prohibited from selling Shares
          under the Registration Statement as a result of Suspensions within 45
          days after the Registration Statement is first declared effective or
          on more than two occasions of not more than 45 days in the aggregate
          in any 12-month period; and provided further that if the number of
          days during which Investor is subject to a Suspension in any 12 month
          period exceeds 90 days (consecutive or nonconsecutive) then on the
          91st


                                       21
<PAGE>
          day of a Suspension, the Company shall pay the Investor an amount
          equal to 0.5% of the Purchase Price of the Shares purchased by the
          Investor pursuant to this Agreement, and an additional 0.25% of the
          Purchase Price of the shares purchased by the Investor, each thirtieth
          day after the 91st day of a Suspension, up to a maximum of 1.25% of
          such Purchase Price, until the expiration of the Suspension.

               (e) In addition, subject to compliance with applicable law, the
          Company shall use its commercially reasonable best efforts to ensure
          that the Company's transfer agent expeditiously effects all sales of
          Shares under the Registration Statement that the Investor may have
          from time to time, including the prompt removal of any restrictive
          legends.

          10. Indemnity and Contribution.

               (a) For purposes of this Section 10:

                    (i) the term "Selling Stockholder" shall include the
               Investor and each person, if any, who controls the Investor
               within the meaning of Section 15 of the Securities Act or Section
               20 of the Exchange Act; and

                    (ii) the term "Registration Statement" shall include any
               final Prospectus, exhibit, supplement or amendment included in or
               relating to the Registration Statement (or deemed to be a part
               thereof);

               (b) The Company agrees:

                    (i) to indemnify and hold harmless each Selling Stockholder
               against any losses, claims, damages or liabilities to which such
               Selling Stockholder may become subject under the Securities Act
               or otherwise, insofar as such losses, claims, damages or
               liabilities (or actions or proceedings in respect thereof) arise
               out of or are based upon (A) any untrue statement or alleged
               untrue statement of any material fact contained in the
               Registration Statement, (B) the omission or alleged omission to
               state therein a material fact required to be stated therein or
               necessary to make the statements therein (in the case of any
               Prospectus or amendment or supplement thereto, in the light of
               the circumstances under which they were made) not misleading, (C)
               any inaccuracy in the representations and warranties of the
               Company contained in this Agreement or the failure of the Company
               to perform its obligations hereunder or (D) any failure by the
               Company to fulfill any undertaking included in the Registration
               Statement; provided, however, that the Company shall not be
               liable in any such case to the extent that such loss, claim,
               damage or liability arises out of or is based upon an untrue
               statement or alleged untrue statement, or omission or alleged
               omission made in the Registration Statement in reliance upon and
               in conformity with written information furnished to the Company
               by or on behalf of such Selling Stockholder specifically for use


                                       22
<PAGE>
               in preparation of the Registration Statement or the failure of
               such Selling Stockholder to comply with its covenants and
               agreements contained in Section 7, 9 or 15 hereof.

                    (ii) to reimburse each Selling Stockholder upon demand for
               any legal or other out-of-pocket expenses reasonably incurred by
               such Selling Stockholder in connection with investigating or
               defending any such loss, claim, damage or liability, action or
               proceeding or in responding to a subpoena or governmental inquiry
               related to the offering of the Shares, whether or not such
               Selling Stockholder is a party to any action or proceeding. In
               the event that it is finally judicially determined that a Selling
               Stockholder was not entitled to receive payments for legal and
               other expenses pursuant to this subparagraph, such Selling
               Stockholder will promptly return all sums that had been advanced
               pursuant hereto.

               (c) Each Investor agrees to indemnify and hold harmless the
          Company, each of its directors, each of its officers who has signed
          the Registration Statement and each person, if any, who controls the
          Company within the meaning of the Securities Act, against any losses,
          claims, damages or liabilities to which the Company or any such
          director, officer or controlling person may become subject under the
          Securities Act or otherwise, insofar as such losses, claims, damages
          or liabilities (or actions or proceedings in respect thereof) arise
          out of or are based upon (i) any failure by such Investor to comply
          with the covenants and agreements contained in Section 7, 9 or 15,
          (ii) any inaccuracy in the representations and warranties of the
          Investor contained in this Agreement, or (iii) any untrue statement or
          alleged untrue statement of a material fact contained in the
          Registration Statement or any omission or alleged omission to state
          therein a material fact required to be stated therein or necessary to
          make the statements therein, in the light of the circumstances under
          which they were made, not misleading; and will reimburse any legal or
          other expenses reasonably incurred by the Company or any such
          director, officer or controlling person in connection with
          investigating or defending any such loss, claim, damage, liability,
          action or proceeding; provided, however, that each Investor will be
          liable, in the case of clause (iii) above, to the extent, but only to
          the extent, that such untrue statement or alleged untrue statement or
          omission or alleged omission has been made in the Registration
          Statement in reliance upon and in conformity with written information
          furnished to the Company by or on behalf of such Investor specifically
          for use in preparation of the Registration Statement. The maximum
          obligation of an Investor to indemnify under this Section 10 shall be
          limited to the net amount of the proceeds received by such Investor
          from the sale of Shares pursuant to the Registration Statement to
          which the loss, claim, damage or liability relates.

               (d) In case any proceeding (including any governmental
          investigation) shall be instituted involving any person in respect of
          which indemnity may be sought pursuant to this Section 10, such person
          (the "indemnified party") shall promptly notify the person against
          whom such indemnity may be sought (the "indemnifying party") in
          writing. No indemnification provided for in Section


                                       23
<PAGE>
          10(b) or (c) shall be available to any party who shall fail to give
          notice as provided in this subsection if the party to whom notice was
          not given was unaware of the proceeding to which such notice would
          have related and was materially prejudiced by the failure to give such
          notice, but the failure to give such notice shall not relieve the
          indemnifying party or parties from any liability that it or they may
          have to the indemnified party for contribution or otherwise than on
          account of the provisions of Section 10(b) or (c). In case any such
          proceeding shall be brought against any indemnified party and it shall
          notify the indemnifying party of the commencement thereof, the
          indemnifying party shall be entitled to participate therein and, to
          the extent that it shall wish, jointly with any other indemnifying
          party similarly notified, to assume the defense thereof, with counsel
          satisfactory to such indemnified party and shall pay as incurred the
          fees and disbursements of such counsel related to such proceeding. In
          any such proceeding, any indemnified party shall have the right to
          retain its own counsel at its own expense. Notwithstanding the
          foregoing, the indemnifying party shall pay as incurred (or within 30
          days of presentation) the fees and expenses of the counsel retained by
          the indemnified party in the event (i) the indemnifying party and the
          indemnified party shall have mutually agreed to the retention of such
          counsel, (ii) the named parties to any such proceeding (including any
          impleaded parties) include both the indemnifying party and the
          indemnified party and representation of both parties by the same
          counsel would be inappropriate due to actual or potential differing
          interests between them or (iii) the indemnifying party shall have
          failed to assume the defense and employ counsel acceptable to the
          indemnified party within a reasonable period of time after notice of
          commencement of the action.

                    It is understood that the indemnifying party shall not, in
          connection with any proceeding or related proceedings in the same
          jurisdiction, be liable for the reasonable fees and expenses of more
          than one separate firm for all such indemnified parties. Such firm
          shall be designated in writing by a Selling Stockholder in the case of
          parties indemnified pursuant to Section 10(b) and by the Company in
          the case of parties indemnified pursuant to Section 10(c). The
          indemnifying party shall not be liable for any settlement of any
          proceeding effected without its written consent but if settled with
          such consent or if there be a final judgment for the plaintiff, the
          indemnifying party agrees to indemnify the indemnified party from and
          against any loss or liability by reason of such settlement or
          judgment. In addition, the indemnifying party will not, without the
          prior written consent of the indemnified party, settle or compromise
          or consent to the entry of any judgment in any pending or threatened
          claim, action or proceeding of which indemnification may be sought
          hereunder unless such settlement, compromise or consent includes an
          unconditional release of each indemnified party from all liability
          arising out of such claim, action or proceeding.

               (e) If the indemnification provided for in this Section 10 is
          unavailable or insufficient to hold harmless an indemnified party
          under subsection (b) or (c) above in respect of any losses, claims,
          damages or liabilities (or actions or proceedings in respect thereof)
          referred to therein, then each indemnifying party


                                       24
<PAGE>
          shall contribute to the amount paid or payable by such indemnified
          party as a result of such losses, claims, damages or liabilities (or
          actions or proceedings in respect thereof) in such proportion as is
          appropriate to reflect the relative fault of the Company on the one
          hand and the Selling Stockholder on the other hand in connection with
          the statements or omissions or other matters that resulted in such
          losses, claims, damages or liabilities (or actions or proceedings in
          respect thereof), as well as any other relevant equitable
          considerations. The relative fault shall be determined by reference
          to, among other things, in the case of an untrue statement or
          omission, whether the untrue statement or omission relates to
          information supplied by the Company on the one hand or a Selling
          Stockholder on the other and the parties' relative intent, knowledge,
          access to information and opportunity to correct or prevent such
          untrue statement or omission. The Company and each Investor agree that
          it would not be just and equitable if contribution pursuant to this
          subsection (e) were determined by pro rata allocation (even if all
          Selling Stockholders were treated as one entity for such purpose) or
          by any other method of allocation that does not take into account the
          equitable considerations referred to above in this subsection (e). The
          amount paid or payable by an indemnified party as a result of the
          losses, claims, damages or liabilities (or actions or proceedings in
          respect thereof) referred to above in this subsection (e) shall be
          deemed to include any legal or other expenses reasonably incurred by
          such indemnified party in connection with investigating or defending
          any such action or claim. Notwithstanding the provisions of this
          subsection (e), no Investor shall be required to contribute any amount
          in excess of the amount by which the net amount of the proceeds
          received by such Investor from the sale of Shares pursuant to the
          Registration Statement to which the losses, claims, damages or
          liabilities relate exceeds the amount of any damages that such
          Investor has otherwise been required to pay by reason of the
          statements or omissions or other matters that resulted in such losses,
          claims, damages or liabilities. No person guilty of fraudulent
          misrepresentation (within the meaning of Section 10(f) of the
          Securities Act) shall be entitled to contribution from any person who
          was not guilty of such fraudulent misrepresentation. Each Investor's
          obligation under this subsection to contribute shall be in proportion
          to its sale of Shares to which such loss relates and shall not be
          joint with any other Selling Shareholder.

               (f) In any proceeding relating to the Registration Statement,
          each party against whom contribution may be sought under this Section
          10 hereby consents to the jurisdiction of any court having
          jurisdiction over any other contributing party, agrees that process
          issuing from such court may be served upon him or it by any other
          contributing party and consents to the service of such process and
          agrees that any other contributing party may join him or it as an
          additional defendant in any such proceeding in which such other
          contributing party is a party.

               (g) Any losses, claims, damages, liabilities or expenses for
          which an indemnified party is entitled to indemnification or
          contribution under this Section 10 shall be paid by the indemnifying
          party to the indemnified party as such losses, claims, damages,
          liabilities or expenses are incurred. The indemnity and


                                       25
<PAGE>
          contribution agreements contained in this Section 10 and the
          representations and warranties of the Company and each Investor set
          forth in this Agreement shall remain operative and in full force and
          effect, regardless of (i) any investigation made by or on behalf of
          any Selling Stockholder, the Company, its directors or officers or any
          persons controlling the Company, (ii) the sale of any Shares
          hereunder, and (iii) any termination of this Agreement.

               (h) The remedies provided for in this Section 10 are not
          exclusive and shall not limit any rights or remedies that may
          otherwise be available to any indemnified party at law or equity.

          11. Termination of Conditions and Obligations. The conditions
precedent imposed by Sections 7, 8 and 9 upon the transferability of Shares
shall cease and terminate as to any particular number of Shares (and the legend
on such Shares will be removed by the Company) at such time (i) solely with
respect to Shares, as such Shares have been effectively registered under the
Securities Act, (ii) upon the termination on the restrictions on the sales of
such Shares under Rule 144(k), or (iii) at such time as an opinion of counsel
satisfactory to the Company shall have been rendered to the effect that such
conditions are not necessary in order to comply with the Securities Act. The
Company shall cause its counsel to issue a legal opinion to the Company's
transfer agent within one trading day after the date on which the Registration
Statement under which the Shares may be sold is declared effective by the
Commission (the "Effective Date") to the effect that a registration statement
with respect to such Shares has become effective under the Securities Act and
that such Shares may be transferred without restriction under the Securities
Act. Following the Effective Date or at such earlier time as a legend is no
longer required for certain Shares, the Company will no later than two trading
days following the delivery by an Investor to the Company or the Company's
transfer agent of a legended certificate representing such Shares deliver or
cause to be delivered to such Investor a certificate representing such Shares
that is free from all restrictive and other legends.

          12. Information Available. So long as the Registration Statement is
effective covering the resale of Shares owned or issuable to an Investor, the
Company will furnish (or to the extent such information is available
electronically through the Company's filings with the Commission, the Company
will make available through its Internet website) to such Investor as soon as
practicable after it is available (but in the case of the Company's Annual
Report to Stockholders, within 90 days of each fiscal year of the Company), one
copy of:

               (a) its Annual Report to Shareholders (which Annual Report shall
          contain financial statements audited in accordance with generally
          accepted auditing standards by an independent registered accounting
          firm with respect to the Company within the meaning of the Securities
          Act and the applicable rules and regulations thereunder adopted by the
          Commission and the United States Public Company Accounting Oversight
          Board) and, if not included in substance in the Annual Report to
          Shareholders, its Annual Report on Form 10-K (the foregoing, in each
          case, excluding exhibits); and


                                       26
<PAGE>
               (b) upon the reasonable request of the Investor, all exhibits
          excluded by the parenthetical to subparagraph (a) of this Section 12,
          if such exhibits are not publicly available, as filed with the
          Commission.

          13. Independent Nature of Investors' Obligations and Rights. The
obligations of each Investor under this Agreement are several and not joint with
the obligations of any other Investor, and no Investor shall be responsible in
any way for the performance of the obligations of any other Investor under this
Agreement. The decision of each Investor to purchase Shares under this Agreement
has been made by such Investor independently of any other Investor and
independently of any information, materials, statements or opinions as to the
business, affairs, operations, assets, properties, liabilities, results of
operations, condition (financial or otherwise) or prospects of the Company or
any of its Subsidiaries that may have been made or given by any other Investor
or by any agent or employee of any other Investor, other than with respect to
investment advisors who provide discretionary investment services to more than
one Investor, and no Investor or any of its agents or employees shall have any
liability to any other Investor (or any other person) relating to or arising
from any such information, materials, statements or opinions. Nothing contained
in this Agreement, and no action taken by any Investor pursuant hereto, shall be
deemed to constitute the Investors as a partnership, an association, a joint
venture or any other kind of entity, or create a presumption that the Investors
are in any way acting in concert or as a group with respect to such obligations
or the transactions contemplated by this Agreement. Each Investor acknowledges
that no other Investor has acted as agent for such Investor in connection with
making its investment hereunder and that no other Investor will be acting as
agent of such Investor in connection with monitoring its investment hereunder.
Each Investor shall be entitled to independently protect and enforce its rights,
including without limitation the rights arising out of this Agreement, and it
shall not be necessary for any other Investor to be joined as an additional
party in any proceeding for such purpose.

          14. Co-Placement Agents and Other Fees. The Investor acknowledges that
the Company is obligated to (a) pay fees to KeyBanc and Sanders, in each case in
their capacity as Co-Placement Agent, based on contractual obligations relating
to the sale of the Shares to the Investors. The Company shall indemnify and hold
harmless each Investor from and against all fees, commissions or other payments
owing by the Company to KeyBanc, Sanders or any other person or firm acting on
behalf of the Company in connection with the transactions contemplated by this
Agreement.

          15. Brokers. Each Investor acknowledges that there are no fees,
commissions or other payments owing to any broker, finder or intermediary acting
on behalf of such Investor in connection with the transactions contemplated by
this Agreement.

          16. Rule 144. (a) The Company covenants that, if at any time before
the end of the Effectiveness Period the Company is not subject to the reporting
requirements of the Exchange Act, it will cooperate with each Investor and take
such further reasonable action as the Investor may reasonably request in writing
(including, without limitation, making such reasonable representations as such
Investor may reasonably request), all to the extent required from time to time
to enable such Investor to sell Shares without registration under the Securities
Act within the limitation of the exemptions provided by Rule 144 and Rule 144A
under the Securities Act (or any successor rule) and customarily taken in
connection with sales pursuant to


                                       27
<PAGE>
such exemptions. Upon the written request of an Investor, the Company shall
deliver to such Investor a written statement as to whether it has complied with
such reporting requirements, unless such a statement has been included in the
Company's most recent report filed pursuant to Section 13 or Section 15(d) of
Exchange Act. Notwithstanding the foregoing, nothing in this Section 16 shall be
deemed to require the Company to register any of its securities (other than the
Common Stock) under any section of the Exchange Act.

               (b) The Company shall comply with the requirements set forth in
          the instructions to Form S-1 in order to allow the Company to be
          eligible to file registration statements on Form S-1, and following
          the effectiveness of the Amended S-1 Registration Statement, shall
          file all reports required to be filed by it under the Exchange Act.

          17. Liquidated Damages. Nothing shall preclude any Investor from
pursuing or obtaining, at any time, specific performance or other equitable
relief with respect to this Agreement.

          18. Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, by telecopier, by
courier guaranteeing overnight delivery or by first-class mail, return receipt
requested, and shall be deemed given (a) when made, if made by hand delivery,
(b) upon confirmation, if made by telecopier, (c) one (1) business day after
being deposited with such courier, if made by overnight courier or (d) on the
date indicated on the notice of receipt, if made by first-class mail, to the
parties as follows:

               (a) if to an Investor, at its address on the signature page
          hereto;

               (b) if to the Company, to:

                         BPI Industries Inc.
                         30775 Bainbridge Rd.
                         Suite 280
                         Solon, OH 44139
                         Attention: Chief Financial Officer
                         Fax: (440) 248-4240

                         With a copy to:

                         Thompson Hine LLP
                         127 Public Square
                         Suite 3900
                         Cleveland, OH 44114
                         Attention: James R. Carlson
                         Fax: (216) 566-5800

or to such other address as such person may have furnished to the other persons
identified in this Section 18 in writing in accordance herewith.


                                       28
<PAGE>
          19. Modification; Amendment. The provisions of this Agreement may not
be amended, modified or supplemented unless pursuant to an instrument in writing
signed by the Company and each Investor.

          20. Assignment. The rights and obligations of each Investor under this
Agreement shall be automatically assigned by such Investor to any transferee of
all or any portion of such Investor's Shares in any private transfer of such
Shares; provided, however, that within two business days prior to the transfer,
(a) such Investor provides the Company notice of the transfer, including the
name and address of the transferee and the number of Shares transferred; and (b)
that such transferee agrees in writing to be bound by the terms of this
Agreement. Upon any transfer permitted by this Section 20, the Company shall be
obligated to such transferee to perform all of its covenants under this
Agreement as if such transferee were the Investor.

          21. Headings. The headings of the various sections of this Agreement
have been inserted for convenience of reference only and shall not be deemed to
be part of this Agreement.

          22. Severability. If any term provision, covenant or restriction of
this Agreement is held to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated thereby, and the parties hereto shall use their best efforts to
find and employ an alternative means to achieve the same or substantially the
same result as that contemplated by such term, provision, covenant or
restriction, it being intended that all of the rights and privileges of the
parties shall be enforceable to the fullest extent permitted by law.

          23. Governing Law. This Agreement shall be governed by, and construed
in accordance with, the internal laws of the State of Ohio, without giving
effect to the principles of conflicts of law.

          24. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one instrument, and shall become effective
when one or more counterparts have been signed by each party hereto and
delivered to the other parties.

          25. Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and is intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto
with respect to the subject matter contained herein. Except as provided in this
Agreement, there are no restrictions, promises, warranties or undertakings,
other than those set forth or referred to herein, with respect to such matters.
This Agreement supersedes all prior agreements and undertakings among the
parties with respect to such matters. No party hereto shall have any rights,
duties or obligations other than those specifically set forth in this Agreement.

                            [SIGNATURE PAGE FOLLOWS]


                                       29
<PAGE>
          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.


                                        By: /s/***
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------
                                        Address:
                                                 -------------------------------

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

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

                                        Number of Shares:
                                                          ----------------------
                                        Aggregate Purchase Price:
                                                                  --------------
                                        Tax Identification Number:
                                                                   -------------
                                        Contact Name:
                                                      --------------------------
                                        Telephone:
                                                   -----------------------------
                                        Name in which the Shares should be
                                        registered (if different):
                                                                   -------------
                                        Relationship between the Investor and
                                        the person or entity in whose name the
                                        Shares should be registered (if
                                        different):
                                                    ----------------------------

***  Signature page signed by each of the Investors.
<PAGE>
Agreed to and Accepted by:

                                        BPI Industries Inc.


                                        By: /s/ George J. Zilich
                                            ------------------------------------
                                        Name: George J. Zilich
                                        Title: Chief Financial Officer and
                                               General Counsel