SECURITIES PURCHASE AGREEMENT

         This Securities  Purchase  Agreement (this  "Agreement") is dated as of
November 2, 2005,  among  InfoSearch  Media,  Inc., a Delaware  corporation (the
"Company"), and the investors identified on the signature pages hereto (each, an
"Investor" and collectively, the "Investors").

         WHEREAS,  subject  to the  terms  and  conditions  set  forth  in  this
Agreement and pursuant to Section 4(2) of the  Securities Act (as defined below)
and Rule 506  promulgated  thereunder,  the Company desires to issue and sell to
each Investor, and each Investor, severally and not jointly, desires to purchase
from the Company certain  securities of the Company,  as more fully described in
this Agreement.

         NOW,  THEREFORE,  IN CONSIDERATION of the mutual covenants contained in
this Agreement,  and for other good and valuable  consideration  the receipt and
adequacy  of which  are  hereby  acknowledged,  the  Company  and each  Investor
severally,  and not  jointly,  agree,  with the intent to be legally  bound,  as
follows:

                                   ARTICLE I
                                   DEFINITIONS

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

            "Action" means any action, suit, inquiry,  comment letter, notice of
violation, proceeding (including any partial proceeding such as a deposition) or
investigation pending or threatened in writing against or affecting the Company,
any  Subsidiary or any of their  respective  properties  before or by any court,
arbitrator,   governmental  or  administrative   agency,   regulatory  authority
(federal,  state,  county,  local or foreign),  stock market,  stock exchange or
trading facility.

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

            "Business  Day"  means any day except  Saturday,  Sunday and any day
that is a federal legal holiday or a day on which  banking  institutions  in the
State of New York are authorized or required by law or other governmental action
to close.

            "Closing"  means  the  closing  of  the  purchase  and  sale  of the
Securities pursuant to Article II.

            "Closing Date" means the date of this Agreement,  or such other time
as the Closing shall occur in accordance with the agreement of the parties.

<PAGE>

            "Commission" means the Securities and Exchange Commission.

            "Common  Stock"  means the common  stock of the  Company,  par value
$.001 per share,  and any securities  into which such common stock may hereafter
be reclassified.

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

            "Company Counsel" means McGuireWoods LLP.

            "Disclosure  Materials"  means the SEC  Reports  and the  Schedules,
considered together.

            "Effective  Date"  means  the date that the  Registration  Statement
required by Sections 2(a) or 2(b) of the Registration  Rights Agreement is first
declared effective by the Commission.

            "Evaluation  Date"  means a date  within 90 days prior to the filing
date of the Form 10-QSB for the Company's most recently ended fiscal quarter.

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

            "GAAP" means U.S. generally accepted  accounting  principles applied
on a consistent basis during the periods involved.

            "Intellectual   Property   Rights"   means   all   patents,   patent
applications,  trademarks,  trademark applications,  service marks, trade names,
copyrights, licenses and other similar rights that are necessary or material for
use in connection with the Company's business as described in the SEC Reports.

            "Investment  Amount"  means,  with  respect  to each  Investor,  the
investment  amount,  in dollars,  indicated  below such  Investor's  name on the
signature page of this Agreement.

            "Investor  Parties" means the Investors,  their Affiliates and their
respective directors, officers, shareholders, partners, employees and agents.

            "Lien"  means  any  lien,  charge,  claim,   encumbrance,   security
interest, right of first refusal,  preemptive right or other restrictions of any
kind; other than restrictions on transfer of securities arising under federal or
state securities laws and regulations.


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<PAGE>

            "Loss"  or  "Losses"   means  any  and  all   losses,   liabilities,
obligations,  claims, contingencies,  damages, costs and expenses, including all
judgments,  amounts paid in settlements,  court costs and reasonable  attorneys'
fees and costs of preparation and investigation.

            "Material  Adverse Effect" means any of (a) an adverse effect on the
legality, validity or enforceability of any Transaction Document, (b) a material
and adverse effect on the results of operations,  assets, prospects, business or
condition (financial or otherwise) of the Company and the Subsidiaries, taken as
a whole,  or (c) a material and adverse  impairment to the Company's  ability to
perform, on a timely basis, its obligations under any Transaction Document.

            "Material  Permits"  means  all  certificates,   authorizations  and
permits issued by the appropriate  federal,  state,  local or foreign regulatory
authorities necessary to conduct their respective businesses as described in the
SEC Reports.

            "New York Courts" means the state and federal  courts sitting in the
City of New York, the Borough of Manhattan.

            "Per Share Purchase Price" means, with respect to each Investor, the
per share purchase price indicated below such Investor's name on such Investor's
signature page to this Agreement.

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

            "RBC" means RBC Capital Markets Corporation.

            "Registration  Statement" means a registration statement,  including
amendments and supplements  thereto,  meeting the  requirements set forth in the
Registration  Rights  Agreement  and covering the resale by the Investors of the
Shares and the Warrant Shares.

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

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

            "Schedules" means the disclosure  schedules  prepared by the Company
and attached to this Agreement.

            "SEC Reports" means all reports  required to be filed by the Company
under the  Securities  Act and the Exchange Act,  including  pursuant to Section
13(a) or 15(d) thereof, for the twelve (12) months preceding the date hereof (or
such shorter period as the Company was required by law to file such reports).


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<PAGE>

            "Securities"  means,  with respect to each  Investor,  the number of
Shares, Warrants and Warrant Shares indicated below such Investor's name on such
Investor's  signature  page to this  Agreement and, with respect to the Company,
all Shares,  Warrants  and Warrant  Shares  issued or issuable  pursuant to this
Agreement.

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

            "Shares"  means the shares of Common Stock issued or issuable to the
Investors at the Closing.

            "Short Sale" means, all "short sales" as defined in Rule 3b-3 of the
Exchange Act.

            "Subsidiary"  means any "significant  subsidiary" as defined in Rule
1-02(w) of the Regulation S-X  promulgated by the Commission  under the Exchange
Act..

            "Trading Day" means (i) a day on which the Common Stock is traded on
a Trading  Market  (other than the OTC  Bulletin  Board),  or (ii) if the Common
Stock is not listed on a Trading Market (other than the OTC Bulletin  Board),  a
day on which  the  Common  Stock is traded in the  over-the-counter  market,  as
reported by the OTC Bulletin  Board,  or (iii) if the Common Stock is not quoted
on the OTC  Bulletin  Board,  a day on which the  Common  Stock is quoted in the
over-the-counter   market  as  reported  by  the   National   Quotation   Bureau
Incorporated (or any similar  organization or agency succeeding to its functions
of reporting  prices);  provided  that in the event that the Common Stock is not
listed or quoted as set forth in (i),  (ii) and (iii)  hereof,  then Trading Day
shall mean a Business Day.

            "Trading Market" means whichever of the New York Stock Exchange, the
American Stock Exchange,  the NASDAQ National Market, the NASDAQ SmallCap Market
or the NASD OTC Bulletin Board on which the Common Stock is listed or quoted for
trading on the date in question.

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

            "Warrants"  means the  warrants  in the form of Exhibit B, which are
issuable to the  Investors at the Closing as indicated in each  applicable  case
below such Investor's name on such Investor's signature page of this Agreement.

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


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<PAGE>

      1.2 Other Definitional Provisions.

            (a) For purposes of this Agreement,  whenever the context  requires:
the singular  number shall  include the plural,  and vice versa;  the  masculine
gender shall include the feminine and neuter genders;  the feminine gender shall
include the  masculine and neuter  genders;  and the neuter gender shall include
masculine and feminine genders.

            (b) The parties  agree that any rule of  construction  to the effect
that ambiguities are to be resolved against the draft party shall not be applied
in the construction or interpretation of this Agreement.

            (c) As used in this Agreement,  the words "include" and "including",
and  variations  thereof,  shall not be deemed  to be terms of  limitation,  but
rather shall be deemed to be followed by the words "without limitation."

            (d) Terms,  other than those defined or referenced in Article I, may
be  defined  elsewhere  in the  text of this  Agreement  and,  unless  otherwise
indicated, shall have the specified meaning throughout this Agreement.

            (e) The words "hereof",  "herein",  "hereby",  and "hereunder",  and
words of  similar  import,  when  used in this  Agreement,  shall  refer to this
Agreement as a whole and not to any particular provision of this Agreement.

            (f) References to an Article of Section, or an Exhibit,  are (unless
otherwise stated) references to an Article or Section of, or an Exhibit to, this
Agreement.

                                   ARTICLE II
                                PURCHASE AND SALE

      2.1  Closing.  Subject  to the  terms  and  conditions  set  forth in this
Agreement, at the Closing the Company shall issue and sell to each Investor, and
each Investor shall, severally and not jointly,  purchase from the Company, such
number of Shares and a Warrant to purchase such number of Warrant  Shares,  each
as indicated  below such  Investor's  name on the  signature  page  hereto.  The
Closing shall take place at the offices of Company  Counsel,  1345 Avenue of the
Americas,  Seventh Floor,  New York,  New York 10105,  on the Closing Date or at
such other location as the parties may agree. 2.2 Closing  Conditions.  It shall
be a condition to the other party's  obligation to perform under this  Agreement
that each of the following conditions are satisfied:

            (a) At the  Closing,  the  Company  shall  deliver  or  cause  to be
delivered to each Investor the following:

                  (i) a facsimile  copy of a  certificate  free and clear of all
restrictive  and other legends  (except as expressly  provided in Section 4.1(b)
hereof), evidencing the number of Shares indicated below such Investor's name on
the  signature  page  hereto,  registered  in the name of such  Investor  or its
custodian as indicated on the Investor's  signature  page hereto  (provided that
originals of the same shall delivered pursuant to the terms of Section 4.15);


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<PAGE>

                  (ii) a  Warrant,  registered  in the  name of  such  Investor,
pursuant to which such  Investor  shall have the right to acquire such number of
Warrant  Shares  indicated  below such  Investor's  name on its  signature  page
hereto;

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

                  (iv)  the  legal  opinion  of  Company  Counsel,  in the  form
attached  hereto as  Exhibit  C,  executed  by such  counsel,  addressed  to the
Investors and providing  that RBC and each of the Investors are entitled to rely
thereon.

            (b) At the  Closing,  each  Investor  shall  deliver  or cause to be
delivered to the Company the following:

                  (i) its  Investment  Amount,  in United States  dollars and in
immediately  available  funds,  by  wire  transfer  to an  account  or  accounts
designated  by the Company  for such  purpose as set forth on Schedule I hereto;
and

                  (ii) the Registration Rights Agreement,  duly executed by such
Investor.

            (c) All  representations and warranties of the other party contained
herein shall remain true and correct as of the Closing Date and all covenants of
the other party to be performed prior to the Closing shall have been performed.

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

            (e) As of the  Closing  Date,  there  shall  have  been no  Material
Adverse Effect since the date hereof.

                                  ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

      3.1  Representations  and  Warranties of the Company.  The Company  hereby
makes the following representations and warranties to each Investor:


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<PAGE>

            (a) Subsidiaries. The Company has no direct or indirect Subsidiaries
other than  those  listed in the SEC  Reports.  Except as  disclosed  in the SEC
Reports and as  disclosed  on Schedule  3.1(a),  the Company  owns,  directly or
indirectly,  all of the capital  stock or  comparable  equity  interests of each
Subsidiary  free  and  clear  of any and all  Liens,  and  all  the  issued  and
outstanding  shares of capital  stock or  comparable  equity  interests  of each
Subsidiary  are validly  issued and are fully paid,  non-assessable  and free of
preemptive  and  similar  rights.  If  the  Company  has  no  Subsidiaries,  any
references to Subsidiaries in the Transaction Documents shall be disregarded.

            (b) Organization and Qualification.  The Company and each Subsidiary
is an entity duly incorporated or otherwise  organized,  validly existing and in
good  standing  under  the  laws of the  jurisdiction  of its  incorporation  or
organization (as applicable),  with the requisite power and authority to own and
use its  properties  and  assets  and to  carry  on its  business  as  currently
conducted.  Neither the Company nor any Subsidiary is in violation of any of the
provisions of its respective certificate or articles of incorporation, bylaws or
other  organizational,  charter or  equivalent  documents.  The Company and each
Subsidiary  is duly  qualified to conduct  business and is in good standing as a
foreign  corporation or other entity in each jurisdiction in which the nature of
the  business  conducted  or  property  owned  by it  makes  such  qualification
necessary,  except where the failure to be so qualified or in good standing,  as
the case may be, could not, individually or in the aggregate, have or reasonably
be expected to have a Material Adverse Effect.

            (c)  Authorization;  Enforcement.  The  Company  has  the  requisite
corporate  power and authority to enter into and to consummate the  transactions
contemplated by each of the Transaction Documents and otherwise to carry out its
obligations  thereunder.  The execution and delivery of each of the  Transaction
Documents  by  the  Company  and  the  consummation  by it of  the  transactions
contemplated  thereby have been duly  authorized by all necessary  action on the
part of the Company and no further consent or action is required by the Company,
its Board of Directors or stockholders in connection therewith. Each Transaction
Document has been (or upon delivery will have been) duly executed by the Company
and, when  delivered in accordance  with the terms hereof,  will  constitute the
valid and binding obligation of the Company  enforceable  against the Company in
accordance with its terms,  except as such  enforceability may be limited by (i)
applicable bankruptcy,  insolvency,  reorganization,  moratorium, liquidation or
similar laws relating to, or affecting  generally the enforcement of, creditors'
rights  and  remedies,  (ii)  laws  relating  to the  availability  of  specific
performance,   injunctive  relief  or  other  equitable  principles  of  general
application,  or (iii) with  respect to the  indemnification  provisions  of the
Registration Rights Agreement, public policy.

            (d) No Conflicts.  The  execution,  delivery and  performance of the
Transaction  Documents by the Company,  the issuance and sale of the Securities,
(including the issuance of the Warrant Shares upon exercise of the Warrants) and
the consummation by the Company of the transactions  contemplated thereby do not
and will not (i) conflict  with or violate any provision of the Company's or any
Subsidiary's   certificate  or  articles  of  incorporation,   bylaws  or  other
organizational,  charter or  equivalent  documents,  or (ii)  conflict  with, or
constitute  a default  (or an event  that  with  notice or lapse of time or both


                                       7
<PAGE>

would  become a default)  under,  or give to others  any rights of  termination,
amendment,  acceleration or cancellation (with or without notice,  lapse of time
or both) of, any agreement,  credit facility,  debt or instrument  (evidencing a
Company or Subsidiary  debt or otherwise)  or other  understanding  to which the
Company or any  Subsidiary  is a party or by which any  property or asset of the
Company or any  Subsidiary is bound or affected,  or (iii) result in a violation
of any law,  rule,  regulation,  order,  judgment,  injunction,  decree or other
restriction  of any court or  governmental  authority  to which the Company or a
Subsidiary  is  subject   (including  federal  and  state  securities  laws  and
regulations  and the rules and regulations of any  self-regulatory  organization
(including  any  Trading  Market)  to which the  Company or its  securities  are
subject),  or by which any property or asset of the Company or a  Subsidiary  is
bound or affected; except in the case of each of clauses (ii) and (iii), such as
could not,  individually or in the aggregate,  have or reasonably be expected to
have a Material Adverse Effect.

            (e) Filings,  Consents and Approvals. The Company is not required to
obtain any consent,  waiver,  authorization  or order of, give any notice to, or
make any filing or registration  with, any court or other federal,  state, local
or  other  governmental  authority  or  other  Person  in  connection  with  the
execution, delivery and performance by the Company of the Transaction Documents,
other  than (i) the  filing  with  the  Commission  of one or more  Registration
Statements  in  accordance  with the  requirements  of the  Registration  Rights
Agreement,  (ii) filings  required by state securities laws, and the filing of a
Notice of Sale of  Securities on Form D with the  Commission  as required  under
Regulation D of the  Securities  Act,  (iii) the filings  required in accordance
with Section 4.5, (iv) the application(s) to each Trading Market for the listing
of the Shares and the Warrant Shares for trading  thereon in the time and manner
required  thereby,  and (v) those that have been made or  obtained  prior to the
date of this Agreement.

            (f)  Issuance  of the  Securities.  The  Securities  have  been duly
authorized  and,  when issued and paid for in  accordance  with the  Transaction
Documents,  will be duly and validly issued, fully paid and non-assessable,  and
free and clear of all Liens.  The  issuance  of the  Securities  (including  the
issuance of the Warrant  Shares upon exercise of the Warrants) is not subject to
any  preemptive or similar right to subscribe  for or purchase  securities.  The
Company has reserved from its duly  authorized  capital stock the maximum number
of shares of Common Stock  issuable  pursuant to this Agreement and the Warrants
in order to issue the  Shares  and the  Warrant  Shares;  and upon  exercise  in
accordance with their terms, the Warrant Shares will be duly and validly issued,
fully paid and non-assessable, and free and clear of all Liens.

            (g) Capitalization. The number of shares and type of all authorized,
issued and  outstanding  capital stock of the Company,  and all shares of Common
Stock  reserved for issuance  under the Company's  various  option and incentive
plans, is set forth in the SEC Reports.  All outstanding shares of capital stock
are duly authorized, validly issued, fully paid and non-assessable and have been
issued in compliance with all applicable securities laws. Except as set forth in
the SEC Reports,  no  securities  of the Company are entitled to  preemptive  or
similar rights, and no Person has any right of first refusal,  preemptive right,
right of participation,  or any similar right to participate in the transactions
contemplated  by the Transaction  Documents.  Except as a result of the purchase
and sale of the  Securities  and  except as  disclosed  in the SEC  Reports  and


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<PAGE>

Schedule 3.1(g),  there are no outstanding options,  warrants,  scrip, rights to
subscribe  to, calls or  commitments  of any character  whatsoever  relating to,
Common   Stock,   Common   Stock   Equivalents,   or   contracts,   commitments,
understandings  or arrangements by which the Company or any Subsidiary is or may
become  bound to issue  additional  shares of  Common  Stock,  or  Common  Stock
Equivalents. There are no anti-dilution or price adjustment provisions contained
in any security issued by the Company (or in any agreement  providing  rights to
security holders). The issue and sale of the Securities will not, immediately or
with the passage of time,  obligate  the Company to issue shares of Common Stock
or other securities to any Person (other than the Investors) and will not result
in a  right  of any  holder  of  Company  securities  to  adjust  the  exercise,
conversion, exchange or reset price under such securities.

            (h) SEC Reports; Financial Statements. The Company has filed all SEC
Reports on a timely basis or has timely filed a valid  extension of such time of
filing and has filed any such SEC Reports  prior to the  expiration  of any such
extension.  As of  their  respective  dates,  the SEC  Reports  complied  in all
material  respects with the  requirements of the Securities Act and the Exchange
Act and the rules and regulations of the Commission promulgated thereunder,  and
none of the SEC  Reports,  when  filed,  contained  any  untrue  statement  of a
material fact or omitted to state a material fact required to be stated  therein
or  necessary  in  order  to  make  the  statements  therein,  in  light  of the
circumstances  under  which  they  were  made,  not  misleading.  The  financial
statements  of the Company  included in the SEC Reports  comply in all  material
respects with applicable  accounting  requirements and the rules and regulations
of the Commission with respect thereto as in effect at the time of filing.  Such
financial  statements have been prepared in accordance with GAAP,  except as may
be otherwise  specified in such financial  statements or the notes thereto,  and
fairly  present in all material  respects the financial  position of the Company
and  its  consolidated  Subsidiaries  as of and for the  dates  thereof  and the
results of operations and cash flows for the periods then ended, subject, in the
case of unaudited statements, to normal, immaterial, year-end audit adjustments.
All material  agreements to which the Company or any Subsidiary is a party or to
which the  property or assets of the Company or any  Subsidiary  are subject are
included as part of or specifically identified in the SEC Reports.

            (i) Material Changes. Since the date of the latest audited financial
statements  included in the Company's  most recent Annual Report on Form 10-KSB,
except as specifically  disclosed in the SEC Reports or as set forth in Schedule
3.1(i),  (i) there has been no event,  occurrence or development that has had or
that could  reasonably be expected to have a Material  Adverse Effect,  (ii) the
Company has not incurred any  liabilities  (contingent or otherwise)  other than
(A) trade payables,  accrued  expenses,  and other  liabilities  incurred in the
ordinary  course of business  consistent  with past practice and (B) liabilities
not required to be reflected in the Company's  financial  statements pursuant to
GAAP or required to be disclosed in filings made with the Commission,  (iii) the
Company has not altered its critical  accounting policies or the identity of its
auditors, (iv) the Company has not declared or made any dividend or distribution
of cash or other property to its stockholders or purchased, redeemed or made any
agreements  to purchase or redeem any shares of its capital  stock,  and (v) the
Company has not issued any  securities  to any officer,  director or  Affiliate,
except  pursuant to  existing  Company  stock  option  plans under  registration
statements on Form S-8. The Company does not have pending  before the Commission
any request for confidential treatment of information or documents.


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<PAGE>

            (j)  Litigation.  There is no Action which (i) adversely  affects or
challenges the legality,  validity or  enforceability  of any of the Transaction
Documents or the Securities or (ii) except as specifically  disclosed in the SEC
Reports,  could, if there were an unfavorable  decision,  individually or in the
aggregate,  have or  reasonably be expected to have a Material  Adverse  Effect.
Neither the Company nor any Subsidiary,  nor any director or officer thereof, is
or has been the  subject  of any Action  involving  a claim of  violation  of or
liability  under  federal  or  state  securities  laws or a claim of  breach  of
fiduciary duty, except as specifically  disclosed in the SEC Reports.  There has
not  been,  and to the  knowledge  of  the  Company,  there  is not  pending  or
contemplated,  any Action by the Commission involving the Company or any current
director or officer of the Company.  To the knowledge of the Company,  there has
not been, and there is not pending or contemplated, any Action by the Commission
involving any former director or officer of the Company or any current or former
stockholder of the Company. The Company has not received any stop order or other
order suspending the  effectiveness  of any registration  statement filed by the
Company or any Subsidiary under the Exchange Act or the Securities Act.

            (k) Labor  Relations.  No material  labor dispute  exists or, to the
knowledge of the Company,  is imminent  with respect to any of the  employees of
the Company.

            (l) Compliance.  Except as set forth in Schedule 3.1(l), neither the
Company nor any  Subsidiary  (i) is in default  under or in violation of (and no
event has occurred  that has not been waived that,  with notice or lapse of time
or both, would result in a default by the Company or any Subsidiary  under), nor
has the  Company  or any  Subsidiary  received  notice of a claim  that it is in
default  under or that it is in  violation  of,  any  indenture,  loan or credit
agreement  or any other  agreement  or  instrument  to which it is a party or by
which it or any of its  properties  is bound  (whether  or not such  default  or
violation  has been  waived),  (ii) is in  violation  of any order of any court,
arbitrator  or  governmental  body,  or (iii) is or has been in violation of any
statute,  rule or regulation of any governmental  authority,  including  without
limitation  all  foreign,  federal,  state and  local  laws  relating  to taxes,
environmental  protection,  banking,  occupational  health and  safety,  product
quality  and  safety and  employment  and labor  matters,  except in the case of
clauses (i) and (iii) above as could not, individually or in the aggregate, have
or reasonably be expected to have a Material  Adverse Effect.  The Company is in
compliance with the requirements  that are currently  applicable to it under the
Sarbanes-Oxley  Act  of  2002,  as  amended,   and  the  rules  and  regulations
thereunder,  except where such  noncompliance  could not have or  reasonably  be
expected to have a Material Adverse Effect.

            (m) Material Permits.  The Company and the Subsidiaries  possess all
Material Permits certificates,  except where the failure to possess such permits
could not,  individually or in the aggregate,  have or reasonably be expected to
have a Material  Adverse Effect,  and neither the Company nor any Subsidiary has
received any notice of any Action  relating to the revocation or modification of
any Material Permit.


                                       10
<PAGE>

            (n) Private Placement.

                  (i) Neither the Company nor any Person acting on the Company's
behalf has sold, offered to sell or solicited any offer to buy the Securities by
means of any form of general  solicitation or advertising.  Neither the Company,
any of its  Affiliates  nor any  Person  acting  on the  Company's  behalf  has,
directly or  indirectly,  at any time  within the past six (6) months,  made any
offer or sale of any security or  solicitation  of any offer to buy any security
under  circumstances  that would (A) eliminate the availability of the exemption
from registration under Regulation D under the Securities Act in connection with
the offer and sale of the  Securities  as  contemplated  hereby or (B) cause the
offering  of  the  Securities  pursuant  to  the  Transaction  Documents  to  be
integrated  with prior  offerings by the Company for purposes of any  applicable
law,  regulation  or  stockholder   approval  provisions,   including,   without
limitation, under the rules and regulations of any Trading Market.

                  (ii) The Company is not a United States real property  holding
corporation  within the meaning of the Foreign  Investment  in Real Property Tax
Act of 1980.

            (o) Form SB-2  Eligibility.  The Company is eligible to register its
Common Stock for resale by the Investors using a registration  statement on Form
SB-2 promulgated under the Securities Act.

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

            (q) Title to Assets.  The Company and the Subsidiaries have good and
marketable  title in fee  simple  to all  real  property  owned by them  that is
material to their  respective  businesses and good and  marketable  title in all
personal property owned by them that is material to their respective businesses,
in each case free and clear of all Liens,  except for Liens as do not materially
affect the value of such property and do not  materially  interfere with the use
made  and  proposed  to be  made  of  such  property  by  the  Company  and  the
Subsidiaries.  Any real property and facilities or personal  property held under
lease  by the  Company  and the  Subsidiaries  are  held by  them  under  valid,
subsisting and enforceable  leases of which the Company and the Subsidiaries are
in compliance,  except as could not,  individually or in the aggregate,  have or
reasonably be expected to have a Material Adverse Effect.

            (r) Acknowledgment Regarding Investors' Purchase of Securities.  The
Company  acknowledges  and agrees that each of the Investors is acting solely in
the capacity of an arm's  length  purchaser  with  respect to the Company,  this
Agreement  and  the  transactions   contemplated  hereby.  The  Company  further
acknowledges  that no Investor is acting as a financial  advisor or fiduciary of
the Company or, to the Company's knowledge,  any other Investor, with respect to


                                       11
<PAGE>

this Agreement and the  transactions  contemplated  hereby.  The Company further
represents  to each  Investor  that the  Company's  decision  to enter into this
Agreement  has  been  based  solely  on  the   independent   evaluation  of  the
transactions contemplated hereby by the Company and its representatives,  and no
statement, commitment or promise to the Company or any of its representatives by
any Investor is or was an inducement to the Company to enter into this Agreement
or otherwise.

            (s) Patents and Trademarks.  The Company and the Subsidiaries  have,
or have rights to use, all Intellectual Property Rights except where the failure
to so have could not,  individually  or in the aggregate,  have or reasonably be
expected  to  have a  Material  Adverse  Effect.  Neither  the  Company  nor any
Subsidiary has received a written notice that the  Intellectual  Property Rights
used by the Company or any  Subsidiary  violates or infringes upon the rights of
any Person, except where such infringement could not have reasonably be expected
to have a Material Adverse Effect.  Except as set forth in the SEC Reports,  all
such  Intellectual  Property  Rights  are  enforceable  and,  to  the  Company's
knowledge,  there is no existing  infringement  by another  Person of any of the
Intellectual Property Rights.

            (t)  Insurance.  The  Company  and the  Subsidiaries  are insured by
insurers of recognized  financial  responsibility  against such losses and risks
and in such amounts as are prudent and customary in the  businesses in which the
Company and the Subsidiaries are engaged. Neither the Company nor any Subsidiary
has any  reason  to  believe  that it will  not be able to  renew  its  existing
insurance  coverage  as and when such  coverage  expires  or to  obtain  similar
coverage  from  similar  insurers as may be  necessary  to continue its business
without a significant increase in cost.

            (u) Transactions With Affiliates and Employees. None of the officers
or directors of the Company  and, to the  knowledge of the Company,  none of the
employees  of the  Company  is  presently  a party to any  transaction  with the
Company or any  Subsidiary  (other than for services as employees,  officers and
directors), including any contract, agreement or other arrangement providing for
the  furnishing  of services to or by,  providing for rental of real or personal
property to or from,  or  otherwise  requiring  payments to or from any officer,
director or such  employee or, to the  knowledge  of the Company,  any entity in
which any officer,  director, or any such employee has a substantial interest or
is an officer, director, trustee or partner, in each case that would be required
to be  disclosed  now  or in  the  future  in an  SEC  Report  pursuant  to  the
requirements of Item 404 of Regulation S-K.

            (v) Internal Accounting  Controls.  The Company and the Subsidiaries
maintain  a  system  of  internal  accounting  controls  sufficient  to  provide
reasonable  assurance  that (i)  transactions  are executed in  accordance  with
management's general or specific authorizations,  (ii) transactions are recorded
as necessary to permit  preparation of financial  statements in conformity  with
GAAP and to maintain asset  accountability,  (iii) access to assets is permitted
only in accordance with management's general or specific authorization, and (iv)
the recorded  accountability  for assets is compared with the existing assets at
reasonable  intervals  and  appropriate  action  is taken  with  respect  to any
differences.  The Company has established disclosure controls and procedures (as


                                       12
<PAGE>

defined in Exchange  Act Rules  13a-14 and 15d-14) for the Company and  designed
such  disclosure  controls and  procedures to ensure that  material  information
relating  to the  Company,  including  its  Subsidiaries,  is made  known to the
certifying  officers by others within those  entities,  particularly  during the
period in which the  Company's  Forms 10-KSB or 10-QSB,  as the case may be, are
being   prepared.   The  Company's   certifying   officers  have  evaluated  the
effectiveness  of the Company's  controls and  procedures  as of the  Evaluation
Date.  The  Company  presented  in its most  recently  filed Form 10-KSB or Form
10-QSB the conclusions of the certifying officers about the effectiveness of the
disclosure  controls  and  procedures  based  on  their  evaluations  as of  the
Evaluation  Date.  Since the  Evaluation  Date,  there have been no  significant
changes in the  Company's  internal  controls  (as  described  in Item 308(c) of
Regulation S-K under the Exchange Act) or, to the Company's knowledge,  in other
factors that could significantly affect the Company's internal controls.

            (w) Investment  Company.  The Company is not, and will not after the
consummation of the offering of Securities contemplated by this Agreement be, an
"investment  company" or an Affiliate  of an  "investment  company,"  within the
meaning of the Investment Company Act of 1940, as amended.

            (x) Certain  Fees.  Except  with  respect to RBC,  no  brokerage  or
finder's  fees or  commissions  are or will be  payable  by the  Company  to any
broker,  financial advisor or consultant,  finder,  placement agent,  investment
banker,  bank or other Person with respect to the  transactions  contemplated by
this Agreement.  The Investors shall have no obligation with respect to any fees
or with respect to any claims  (other than such fees or  commissions  owed by an
Investor pursuant to written agreements  executed by such Investor which fees or
commissions  shall be the sole  responsibility  of such  Investor) made by or on
behalf of other Persons for fees of a type contemplated in this Section that may
be due in connection with the transactions contemplated by this Agreement.

            (y)  Certain  Registration  Matters.  Assuming  the  accuracy of the
Investors'  representations  and warranties set forth in Section  3.2(b)-(g) and
(l), the offer and sale of the Securities (including the issuance of the Warrant
Shares upon exercise of the Warrants) by the Company to the Investors under this
Agreement is exempt from the registration requirements of the Securities Act and
the  securities  or "blue sky" laws of any of the states  described  in Schedule
3.1(y).  Except as described in Schedule 3.1(y),  the Company has not granted or
agreed to grant to any Person any rights  (including  "piggy-back"  registration
rights) to have any  securities  of the Company that are  currently  outstanding
registered with the Commission or any other governmental authority that have not
been satisfied.

            (z) Listing and Maintenance Requirements. The Company is required to
file reports pursuant to Section 13(a) or 15(d) of the Exchange Act. The Company
has not, in the two (2) years  preceding the date hereof,  received  notice from
any Trading Market to the effect that the Company is not in compliance  with the
listing or maintenance  requirements  thereof. The Company is, and has no reason
to  believe  that it will  not in the  foreseeable  future  continue  to be,  in
compliance with the listing and maintenance  requirements for continued  listing
or quotation of the Common Stock on the Trading Market. The issuance and sale of
the Securities under the Transaction Documents does not contravene the rules and
regulations of any Trading Market on which the Common Stock is currently  listed
or quoted,  and no approval of the  shareholders  of the Company  thereunder  is
required  for the  Company to issue and  deliver to the  Investors  the  maximum
number of Securities contemplated by the Transaction Documents.


                                       13
<PAGE>

            (aa)   Disclosure.   The  Company  confirms  that  neither  it,  its
employees,  officers or directors,  nor, to its knowledge,  any Person acting on
its behalf has provided any of the Investors or their agents or counsel with any
information  that  the  Company  believes   constitutes   material,   non-public
information,  except for the material terms  embodied in this  Agreement  (which
will be  disclosed  as provided in Section  4.6).  The Company  understands  and
confirms  that the  Investors  will  rely on the  foregoing  representations  in
effecting  transactions in securities of the Company. All disclosure provided to
the  Investors  regarding  the  Company,   its  business  and  the  transactions
contemplated  hereby,  furnished  by the  Company,  its  employees,  officers or
directors  (including the Company's  representations and warranties set forth in
this  Agreement  and the  Schedules to this  Agreement),  or, to its  knowledge,
furnished  on  behalf  of the  Company,  are true and  correct  in all  material
respects and do not contain any untrue  statement of a material  fact or omit to
state any material fact necessary in order to make the statements  made therein,
in light of the  circumstances  under which they were made, not  misleading.  No
event or  circumstance  has occurred or  information  exists with respect to the
Company  or any of its  Subsidiaries  or  its  or  their  business,  properties,
prospects, operations or financial conditions, which, under applicable law, rule
or regulation,  requires  public  disclosure or  announcement by the Company but
which has not been so publicly announced or disclosed.

            (bb) No Additional Representations. The Company acknowledges that no
Investor makes or has made any  representations,  warranties or agreements  with
respect to the transactions  contemplated  hereby other than those  specifically
set forth in the Transaction Documents.

            (cc)  Acknowledgement  Regarding Trading Activity.  Anything in this
Agreement  or  elsewhere  herein to the  contrary  notwithstanding  (except  for
Section  4.9 hereof as to the  Investors),  it is  understood  and agreed by the
Company  (i)  that  none of the  Investors  or any  Person  to whom an  offer of
Securities have been made (each, an "Offeree") have been asked to agree, nor has
any  Investor or Offeree  agreed,  to desist from  purchasing  or selling,  long
and/or short,  securities of the Company,  or "derivative"  securities  based on
securities  issued by the Company or to hold the  Securities,  securities of the
Company,  or "derivative"  securities based on securities  issued by the Company
for any  specified  term;  (ii)  that  past  or  future  open  market  or  other
transactions by any Investor or Offeree,  including  without  limitation,  Short
Sales or  "derivative"  transactions,  before  or after the  closing  of this or
future private placement transactions, may negatively impact the market price of
the Company's  publicly-traded  securities;  (iii) that any Investor or Offeree,
and counter parties in  "derivative"  transactions to which any such Investor or
Offeree  is a party,  directly  or  indirectly,  presently  may  have a  "short"
position in the Common  Stock,  and (iv) that no  Investor  or Offeree  shall be
deemed  to  have  any  affiliation   with  or  control  over  any  arm's  length
counter-party in any "derivative" transaction.


                                       14
<PAGE>

            (dd) Tax Status.  The Company and each of its  Subsidiaries has made
or filed  all  federal,  state and  foreign  income  and all other tax  returns,
reports and declarations required by any jurisdiction to which it is subject and
which are due  (unless  and only to the extent  that the Company and each of its
Subsidiaries has set aside on its books provisions  reasonably  adequate for the
payment of all unpaid and  unreported  taxes or has obtained an extension of the
deadline  for such  filing)  and has  paid  all  taxes  and  other  governmental
assessments  and charges that are material in amount,  shown or determined to be
due on such returns,  reports and declarations,  except those being contested in
good faith and has set aside on its books provisions reasonably adequate for the
payment  of all  taxes for  periods  subsequent  to the  periods  to which  such
returns, reports or declarations apply. To the Company's knowledge, there are no
unpaid taxes in any material amount claimed to be due by the taxing authority of
any jurisdiction,  and the officers of the Company know of no basis for any such
claim.  The  Company has not  executed a waiver  with  respect to the statute of
limitations  relating to the  assessment or collection of any foreign,  federal,
statue or local tax.  To the  Company's  knowledge,  none of the  Company's  tax
returns is presently being audited by any taxing authority.

            (ee) No  Disagreements  with  Accountants and Lawyers.  There are no
disagreements of any kind presently existing,  or reasonably  anticipated by the
Company to arise,  between  the Company  and either its  accountants  or lawyers
formerly or  presently  employed  by the  Company.  The Company is current  with
respect to any fees owed to its accountants and lawyers.

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

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


                                       15
<PAGE>

      3.2 Representations and Warranties of the Investors. Each Investor hereby,
for itself and for no other Investor,  represents and warrants to the Company as
follows:

            (a)  Organization;  Authority.  Such  Investor  is  an  entity  duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction of its organization  with the requisite  corporate,  partnership or
other  power and  authority  to enter into and to  consummate  the  transactions
contemplated by the applicable  Transaction Documents and otherwise to carry out
its  obligations  thereunder.  The execution,  delivery and  performance by such
Investor  of the  transactions  contemplated  by this  Agreement  has been  duly
authorized by all necessary corporate or, if such Investor is not a corporation,
such partnership,  limited liability company or other applicable like action, on
the part of such  Investor.  Each of the  Transaction  Documents  has been  duly
executed by such  Investor,  and when  delivered by such  Investor in accordance
with terms hereof,  will constitute the valid and legally binding  obligation of
such Investor,  enforceable  against it in accordance with its terms,  except as
such  enforceability  may be limited by (i) applicable  bankruptcy,  insolvency,
reorganization,   moratorium,  liquidation  or  similar  laws  relating  to,  or
affecting  generally the enforcement of,  creditors'  rights and remedies,  (ii)
laws relating to the availability of specific performance,  injunctive relief or
other equitable  principles of general  application or (iii) with respect to the
indemnification provisions of the Registration Rights Agreement, public policy.

            (b) Investment Intent.  Such Investor is acquiring the Securities as
principal  for its own account and not with a view to or for  distributing  such
Securities  or any part  thereof in violation  of  applicable  federal and state
securities  laws;  provided,  however that such  representation  is made without
prejudice to such Investor's right at all times to sell or otherwise  dispose of
all or any part of such  Securities in compliance  with  applicable  federal and
state securities laws. Nothing contained herein shall be deemed a representation
or warranty by such Investor to hold the Securities for any period of time.

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

            (d)  Reliance on  Exemptions.  Such  Investor  understands  that the
Securities are being offered and sold to it in reliance upon specific exemptions
from the registration requirements of federal and state securities laws and that
the  Company  is relying  upon the truth and  accuracy  of,  and the  Investor's
compliance with, the representations,  warranties, agreements,  acknowledgements
and  understandings  of the  Investor  set forth in this Section 3.2 in order to
determine the availability of such exemption and the eligibility of the Investor
to acquire the Securities.

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


                                       16
<PAGE>

            (f) Access to Information.  Such Investor  acknowledges  that it has
reviewed the Disclosure  Materials and has been afforded (i) the  opportunity to
ask such questions as it has deemed  necessary of, and to receive  answers from,
representatives  of the  Company  concerning  the  terms and  conditions  of the
offering of the Securities and the merits and risks of investing  therein,  (ii)
access to public  information  about the Company and the  Subsidiaries and their
respective financial  condition,  results of operations,  business,  properties,
management and prospects sufficient to enable it to evaluate its investment, and
(iii) the  opportunity to obtain such  additional  public  information  that the
Company possesses or can acquire without  unreasonable effort or expense that is
necessary  to  make  an  informed   investment  decision  with  respect  to  the
investment.  Neither such inquiries nor any other investigation  conducted by or
on behalf of such Investor or its representatives or counsel shall modify, amend
or affect such Investor's right to rely on the truth,  accuracy and completeness
of the  Disclosure  Materials and the Company's  representations  and warranties
contained  in  the  Transaction   Documents.   Such  Investor  has  sought  such
accounting,  legal and tax  advice  as it has  considered  necessary  to make an
informed investment decision with respect to its acquisition of the Securities.

            (g) Experience of Such  Purchaser.  Such  Investor,  either alone or
together  with its  representatives,  has  such  knowledge,  sophistication  and
experience in business and  financial  matters so as to be capable of evaluating
the merits and risks of the prospective investment in the Securities, and has so
evaluated the merits and risks of such investment.

            (h) Independent Investment Decision. Such Investor has independently
evaluated  the merits of its  decision to purchase  Securities  pursuant to this
Agreement,  such decision has been  independently made by such Investor and such
Investor  confirms  that it has only  relied on the  advice of its own  business
and/or  legal  counsel  and not on the advice of any other  Investor's  business
and/or legal counsel in making such decision.

            (i) No Trading.  Each Investor represents and warrants that from the
time such Investor was first informed of the  transactions  contemplated by this
Agreement  (the  "Discussion   Time")  up  through  the  time  the  transactions
contemplated  by this Agreement are first  publicly  announced by the Company as
provided  in  Section  4.5,  the  Investor  did not and will  not,  directly  or
indirectly,  execute  any Short  Sales or engage  in any  other  trading  in any
securities of the Company or any "derivative" security thereof.

            (j)   Acknowledgement  of  Risk.  Such  Investor   acknowledges  and
understands  that (i) its  investment in the  Securities  involves a significant
degree of risk,  including,  without  limitation,  those risks  described in the
"Risk Factors"  section of the Company's  Pre-Effective  Amendment No. 1 to Form
SB-2 filed on April 22, 2005 or other SEC Report which include Risk Factors, and
(ii) in the event of a disposition of the Securities, the Investor could sustain
the loss of its entire investment.

            (k)  Transfer or Resale.  The  Investor  understands  that except as
otherwise provided in this Agreement and the Registration Rights Agreement,  the
Securities have not been and are not being  registered  under the Securities Act
or any applicable state securities laws and, consequently, the Investor may have
to bear the risk of  owning  the  Securities  for an  indefinite  period of time


                                       17
<PAGE>

because  the  Securities  may not be  transferred  unless  (i) the resale of the
Securities is registered pursuant to an effective  registration  statement under
the Securities  Act, (ii) subject to the provisions of Section 4.1, the Investor
has  delivered  to the  Company an  opinion  of  counsel to the effect  that the
Securities to be sold or transferred  may be sold or transferred  pursuant to an
exemption  from  such  registration,   or  (iii)  the  Securities  are  sold  or
transferred  pursuant to Rule 144 and, subject to the provisions of Section 4.1,
the  Investor  has  delivered to the Company an opinion of counsel to the effect
that  the  Securities  to be sold  or  transferred  may be  sold or  transferred
pursuant to Rule 144.

            (l) Residence and Formation. If such Investor is an individual, then
such  Purchaser  resides in the state or province  identified  in the address of
such  Purchaser  set forth on the signature  page hereto.  If such Investor is a
partnership,  corporation,  limited liability company or other entity,  then (i)
such  Investor  was not formed for the  purpose of making an  investment  in the
Securities,  and (ii) the  office  or  offices  of such  Investor  in which  its
investment  decision  was made is located at the  address or  addresses  of such
Investor set forth on the signature page hereto.

            (m) No Additional  Representations.  Each Investor acknowledges that
the Company does not make and has not made any  representations,  warranties  or
agreements with respect to the transactions contemplated hereby other than those
specifically set forth in the Transaction Documents.

                                   ARTICLE IV
                         OTHER AGREEMENTS OF THE PARTIES

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

            (b)   Certificates   evidencing  the  Securities  will  contain  the
following legend, until such time as they are not required under Section 4.1(c):

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT") OR
         ANY STATE SECURITIES LAW. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR
         SALE,  TRANSFERRED  OR  OTHERWISE  DISPOSED  OF IN  THE  ABSENCE  OF AN


                                       18
<PAGE>

         EFFECTIVE   REGISTRATION  STATEMENT  WITH  RESPECT  THERETO  UNDER  THE
         SECURITIES ACT OR A WRITTEN OPINION OF COUNSEL REASONABLY  SATISFACTORY
         TO THE  COMPANY  THAT AN  EXEMPTION  FROM  REGISTRATION  FOR SUCH SALE,
         OFFER,  TRANSFER OR OTHER  ASSIGNMENT IS AVAILABLE UNDER THE SECURITIES
         ACT AND SUCH STATE LAWS.  THE  SECURITIES  MAY BE PLEDGED IN CONNECTION
         WITH A BONA FIDE MARGIN ACCOUNT  SECURED BY SUCH SECURITIES IN A MANNER
         THAT COMPLIES WITH THE SECURITIES ACT.

            The Company  acknowledges  and agrees that an Investor may from time
to  time  pledge,  and/or  grant  a  security  interest  in  some  or all of the
Securities  pursuant to a bona fide margin  agreement in connection  with a bona
fide  margin  account  and,  if required  under the terms of such  agreement  or
account,  such  Investor  may  transfer  pledged  or secured  Securities  to the
pledgees or secured  parties.  Such a pledge or transfer would not be subject to
approval or consent of the Company and no legal  opinion of legal counsel to the
pledgee,  secured  party or pledgor  shall be  required in  connection  with the
pledge,  but such legal opinion may be required in connection  with a subsequent
transfer  following default by the Investor  transferee of the pledge. No notice
shall be required of such pledge.  At the appropriate  Investor's  expense,  the
Company will execute and deliver such reasonable  documentation  as a pledgee or
secured party of Securities may reasonably  request in connection  with a pledge
or  transfer  of the  Securities  including  the  preparation  and filing of any
required  prospectus  supplement  under Rule  424(b)(3) of the Securities Act or
other applicable provision of the Securities Act to appropriately amend the list
of Selling Stockholders thereunder.

            (c) Certificates  evidencing the Shares and the Warrant Shares shall
not contain any legend  (including the legend set forth in Section 4.1(b)):  (i)
while  a  registration  statement  (including  the  Registration  Statement)  is
effective  that covers the resale of the Shares and the  Warrant  Shares or (ii)
following  a sale of such  Shares or the  Warrant  Shares  pursuant  to Rule 144
(assuming the  transferor  is not an Affiliate of the  Company),  or (iii) while
such Shares or the Warrant  Shares are eligible  for sale under Rule 144(k),  or
(iv) if  such  legend  is not  required  under  applicable  requirements  of the
Securities Act (including judicial  interpretations and pronouncements issued by
the staff of the Commission). Following such time as restrictive legends are not
required to be placed on certificates  representing Shares or the Warrant Shares
in  accordance  with this  Section,  the Company  will,  no later than three (3)
Trading  Days  following  the  delivery  by the  Investor  to the Company or the
Company's  transfer agent of (i) the certificate  representing the Shares or the
Warrant Shares containing a restrictive  legend,  and (ii) an opinion of counsel
selected by the Investor,  reasonably  acceptable  to the Company,  the form and
substance of which opinion shall be reasonably  satisfactory to the Company,  to
the  effect  that  such  certificate  is  no  longer  required  to  contain  the
restrictive  legend,  deliver  or  cause  to be  delivered  to such  Investor  a
certificate representing such Shares or the Warrant Shares that is free from all
restrictive  and other  legends.  The Company  may not make any  notation on its
records or give  instructions  to any transfer agent of the Company that enlarge
the restrictions on transfer set forth in this Section.


                                       19
<PAGE>

      4.2  Furnishing  of  Information.   As  long  as  any  Investor  owns  the
Securities,  from the date  hereof and ending on the second  anniversary  of the
Closing  Date,  the Company  covenants to timely file (or obtain  extensions  in
respect  thereof  and file  within the  applicable  grace  period)  all  reports
required to be filed by the Company  after the date hereof under the  Securities
Act and the Exchange Act,  including pursuant to Section 13(a) or 15(d) thereof.
As long as any Investor owns Securities,  if the Company is not required to file
such  reports,  it will prepare and furnish to the  Investors  and make publicly
available in accordance with Rule 144(c) such information as is required for the
Investors to sell the Shares and the Warrant  Shares under Rule 144. The Company
further  covenants  that it will  take  such  further  action  as any  holder of
Securities may reasonably request,  all to the extent required from time to time
to enable  such  Person to sell  such  Shares  and the  Warrant  Shares  without
registration under the Securities Act pursuant to Rule 144.

      4.3 Integration.  The Company shall not, and shall use its best efforts to
ensure that no Affiliate of the Company shall,  sell,  offer for sale or solicit
offers to buy or otherwise negotiate in respect of any securities of the Company
or any of its Affiliates  that would be integrated with the offer or sale of the
Securities  pursuant  to this  Agreement  in a manner  that  would  require  the
registration  under  the  Securities  Act of the sale of the  Securities  to the
Investors,  or that would be integrated with the offer or sale of the Securities
for purposes of the rules and regulations of any Trading Market.

      4.4  Subsequent  Registrations.  Other than  pursuant to the  Registration
Statement,  the Company may not file any  registration  statement (other than on
Form S-8) with the  Commission  with  respect to any  securities  of the Company
until the later to occur of the Effective Date or the date 90 days from the date
hereof.

      4.5 Securities Laws Disclosure; Publicity. By 8:30 a.m. (New York time) on
November 3, 2005, the Company will issue a press release disclosing all material
terms of the transactions  contemplated  hereby and by 5:30 p.m. (New York time)
on November 8, 2005 the Company will file a Current  Report on Form 8-K with the
Commission disclosing all material terms of the transactions contemplated hereby
(and attach as exhibits  thereto the  Transaction  Documents) in accordance with
the applicable Commission rules and regulations.  In addition,  the Company will
make such other  filings  and  notices in the  manner and time  required  by the
Commission and any Trading Market on which the Common Stock is listed or quoted.
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  (other than the  Registration  Statement and any exhibits to filings
made  in  respect  of  this  transaction  in  accordance  with  periodic  filing
requirements under the Exchange Act) or any regulatory agency or Trading Market,
without the prior written  consent of such  Investor,  except to the extent such
disclosure is required by law or Trading Market  regulations,  in which case the
Company shall provide the Investors with prior notice of such disclosure.

      4.6 Indemnification of Investors.

            (a) In addition to the indemnity provided in the Registration Rights
Agreement,  the Company will  indemnify and hold the Investor  Parties  harmless
from any and all Losses  that any such  Investor  Party may suffer or incur as a
result  of or  relating  to (i)  any  breach  of  any  of  the  representations,
warranties,  covenants  or  agreements  made by the  Company in any  Transaction
Document  or (ii)  any  Action  instituted  against  an  Investor  Party  by any


                                       20
<PAGE>

shareholder of the Company who is not an Affiliate of such Investor Party,  with
respect to any of the  transactions  contemplated by the  Transaction  Documents
(unless such Action is based upon a breach of such  Investor's  representations,
warranties or covenants  under the  Transaction  Documents or any  agreements or
understandings  such Investor  Party may have with any such  shareholder  or any
violations  by the  Investor  Party of state or federal  securities  laws or any
conduct by such  Investor  Party  which  constitutes  fraud,  gross  negligence,
willful  misconduct  or  malfeasance).  The  Company  will not be  liable to any
Investor Party under this Agreement to the extent, but only to the extent that a
Loss is  attributable to any breach of any of the  representations,  warranties,
covenants or agreements  made by the Investors in this Agreement or in the other
Transaction  Documents.  In  addition to the  indemnity  contained  herein,  the
Company will reimburse  each Investor  Party for its reasonable  legal and other
expenses  (including the cost of any  investigation,  preparation  and travel in
connection  therewith)  incurred in connection  therewith,  as such expenses are
incurred.

            (b)(i) If any  Action  shall be  brought  or  asserted  against  any
Investor  Party in respect of which  indemnity  may be sought  pursuant  to this
Agreement, such Investor Party shall promptly notify the Company in writing, and
the Company  shall have the right to assume the defense  thereof,  including the
employment  of counsel  reasonably  satisfactory  to the Investor  Party and the
payment of all fees and expenses  incurred in connection  with defense  thereof;
provided  that the failure of any  Investor  Party to give such notice shall not
relieve  the  Company  of  its  obligations  or  liabilities  pursuant  to  this
Agreement,  except (and only) to the extent that it shall be finally  determined
by a court of  competent  jurisdiction  (which  determination  is not subject to
appeal  or  further  review)  that  such  failure  shall  have  proximately  and
materially adversely prejudiced the Company.

                  (ii) An Investor Party shall have the right to employ separate
counsel in any such Action and to  participate in the defense  thereof,  but the
fees and expenses of such counsel shall be at the expense of such Investor Party
unless: (1) the Company has agreed in writing to pay such fees and expenses; (2)
the Company  shall have failed  promptly to assume the defense of such Action or
to employ  counsel  reasonably  satisfactory  to such Investor Party in any such
Action;  or (3) the named  parties to any such Action  (including  any impleaded
parties)  include both such  Investor  Party and the Company,  and such Investor
Party shall have been advised by counsel that a material conflict of interest is
likely to exist if the same counsel were to represent  such  Investor  Party and
the Company (in which  case,  if such  Investor  Party  notifies  the Company in
writing that it elects to employ separate counsel at the expense of the Company,
the  Company  shall not have the right to assume the  defense  thereof  and such
counsel shall be at the expense of the Company;  provided,  however, that in the
event one or more Investor Parties is a party to such Action,  the Company shall
only be required to pay the  expenses of one law firm serving as counsel to said
Investor  Parties).  The Company  shall not be liable for any  settlement of any


                                       21
<PAGE>

such Action  effected  without its written  consent,  which consent shall not be
unreasonably  withheld. The Company shall not, without the prior written consent
of the Investor Party, effect any settlement of any pending Action in respect of
which  any  Investor  Party is a  party,  unless  such  settlement  includes  an
unconditional  release of such Investor  Party from all liability on claims that
are the subject matter of such Action.

                  (iii) All fees and expenses of the Investor  Party  (including
reasonable  fees and  expenses of counsel to the extent  incurred in  connection
with  investigating  or  preparing  to  defend  such  Action  in  a  manner  not
inconsistent  with  this  Section)  shall  be paid  to the  Investor  Party,  as
incurred,  within ten (10) Trading Days of written notice thereof to the Company
(regardless of whether it is ultimately determined that an Investor Party is not
entitled to indemnification  hereunder;  provided,  that the Company may require
such Investor  Party to undertake to reimburse all such fees and expenses to the
extent it is  finally  judicially  determined  that such  Investor  Party is not
entitled to indemnification hereunder).

      4.7 Non-Public Information.  The Company covenants and agrees that neither
it nor any other  Person  acting on its behalf will  provide any Investor or its
agents or counsel with any  information  that the Company  believes  constitutes
material non-public  information,  unless prior thereto such Investor shall have
executed  a written  agreement  regarding  the  confidentiality  and use of such
information.  The Company  understands  and confirms that each Investor shall be
relying on the foregoing covenant in effecting transactions in securities of the
Company.  In the event of a breach of the  foregoing  covenant by the Company or
any Person acting on its behalf,  the Company shall, upon written notice of such
breach, make public disclosure of such material non-public  information.  In the
event  that the  Company  has not made such  public  disclosure  within  two (2)
Trading Days of such written  notice,  in addition to any other remedy  provided
herein or in the Transaction Documents or otherwise available, an Investor shall
have  the  right to make a public  disclosure,  in the form of a press  release,
public  advertisement  or  otherwise,  of such material  non-public  information
without the prior  approval by the Company or any Person  acting on its or their
behalf. No Investor shall have any liability to the Company or any Person acting
on its or their behalf for any such disclosure.

      4.8 Use of Proceeds.  The Company will use the net proceeds  from the sale
of the Securities  hereunder for business  expansion and general working capital
purposes.

      4.9 Trading  Limitations and  Restrictions  on Short Sales.  Each Investor
hereby, for itself and for no other Investor,  represents,  warrants,  covenants
and agrees that:

            (a) from the Discussion Time through the date hereof,  such Investor
did not, and

            (b)  from  the  date   hereof   until  the  date  the   transactions
contemplated  by this Agreement are first  publicly  announced by the Company as
described in Section 4.5, such Investor will not,  directly or  indirectly,  (i)
trade in the  Common  Stock or execute  or effect  (or cause to be  executed  or
effected)  any Short Sale in the  Common  Stock,  or (ii)  sell,  offer to sell,
solicit offers to buy, dispose of, loan,  pledge or grant any right with respect
to shares of Common  Stock,  except in compliance  with all relevant  securities
laws and regulations.


                                       22
<PAGE>

      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  by the Company as  described in
Section 4.5.

      4.10  Reservation and Listing of Common Stock. As of the date hereof,  the
Company  has  reserved  and the  Company  shall  continue  to  reserve  and keep
available at all times, free of preemptive rights, a sufficient number of shares
of Common  Stock for the  purpose of  enabling  the  Company to issue the Shares
pursuant to this  Agreement and the Warrant  Shares  pursuant to any exercise of
the Warrants.  The Company shall use commercially  reasonably efforts to as soon
as reasonably practicable following the Closing, list the Shares and the Warrant
Shares on any Trading Market on which the Common Stock trades or is quoted.  The
Company  further agrees that if the Company  applies and is accepted to have the
Common  Stock  traded  on any other  Trading  Market,  it will use  commercially
reasonable efforts, as soon as reasonably practicable, to list all of the Shares
and the Warrant Shares on said Trading Market.  Once so listed, the Company will
comply in all material respects with the Company's  reporting,  filing and other
obligations under the bylaws, rules or regulations of the Trading Market.

      4.11 Equal Treatment of Investors.  No  consideration  shall be offered or
paid to any  Person  to amend or  consent  to a waiver  or  modification  of any
provision of this Agreement unless the same consideration is also offered to all
of the parties to this Agreement.

      4.12 Acknowledgment  Regarding RBC. Each Investor acknowledges that RBC is
acting  solely as a  placement  agent for the  Company  in  connection  with the
offering of the Securities by the Company and will be compensated by the Company
for  acting  in such  capacity.  Each  Investor  further  acknowledges  that the
provisions  of this  Section  4.12 are for the benefit of and may be enforced by
RBC.

      4.13 Sales by Investors.  Each Investor  covenants to sell any  Securities
sold by it in compliance with applicable  prospectus delivery  requirements,  if
any, or otherwise in  compliance  with the  requirements  for an exemption  from
registration under the Securities Act and the rules and regulations  promulgated
thereunder. No Investor will make any sale, transfer or other disposition of the
Securities in violation of federal or state securities laws.

      4.14  Delivery of Share  Certificates.  As soon as  practicable  after the
Closing,  but in no event more than ten (10) Trading Days after the Closing, the
Company agrees to cause manually executed originals of a certificate  evidencing
the number of Shares  indicated below such Investor's name on its signature page
hereto, registered in the name of such Investor or its custodian as indicated on
the Investor's signature page hereto.


                                       23
<PAGE>

                                   ARTICLE V
                                  MISCELLANEOUS

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

      5.2  Entire  Agreement.  The  Transaction  Documents,  together  with  the
Exhibits and Schedules thereto,  contain the entire understanding of the parties
with respect to the subject matter hereof and supersede all prior agreements and
understandings, oral or written, with respect to such matters, which the parties
acknowledge have been merged into such documents,  exhibits and schedules. At or
after the Closing, and without further  consideration,  the Company will execute
and  deliver  to the  Investors  such  further  documents  as may be  reasonably
requested  in order to give  practical  effect to the  intention  of the parties
under the Transaction Documents.

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

         If to the Company:      InfoSearch Media, Inc.
                                 4086 Del Ray Avenue
                                 Marina Del Ray, California 90292
                                 Attn: Chief Financial Officer
                                 Facsimile No.: (310) 919-3072

         With a copy to          McGuireWoods LLP
         (which shall not        1345 Avenue of the Americas
         constitute notice):     Seventh Floor
                                 New York, New York 10105
                                 Attn: Louis W. Zehil
                                 Facsimile No.: (212) 548-2175

         If to an Investor:      To the address set forth under such Investor's
                                 name on the signature pages hereof;

      or such other address as may be designated  in writing  hereafter,  in the
same manner, by such Person.


                                       24
<PAGE>

      5.4 Amendments;  Waivers.  No provision of this Agreement may be waived or
amended except in a written  instrument signed, (a) in the case of an amendment,
by the Company and the Investors contributing  two-thirds (2/3) of the aggregate
Investment  Amount  payable  under this  Agreement,  except that if an amendment
would  adversely  affect the rights of an Investor,  the amendment  must also be
approved by such Investor,  or (b) in the case of a waiver, by the party against
whom  enforcement  of any such waiver is sought.  No waiver of any default  with
respect to any provision,  condition or  requirement of this Agreement  shall be
deemed to be a  continuing  waiver in the  future or a waiver of any  subsequent
default or a waiver of any other provision, condition or requirement hereof, nor
shall any delay or omission of either party to exercise  any right  hereunder in
any manner impair the exercise of any such right.

      5.5  Construction.  The headings herein are for  convenience  only, do not
constitute a part of this  Agreement  and shall not be deemed to limit or affect
any of the provisions hereof. The language used in this Agreement will be deemed
to be the language chosen by the parties to express their mutual intent,  and no
rules of strict  construction  will be applied against any party. This Agreement
shall be construed as if drafted  jointly by the parties,  and no presumption or
burden of proof shall arise favoring or  disfavoring  any party by virtue of the
authorship  of any  provisions  of  this  Agreement  or  any of the  Transaction
Documents.

      5.6 Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the parties and their  successors and permitted  assigns.  The
Company may not assign this  Agreement  or any rights or  obligations  hereunder
without the prior written consent of the Investors.  Any Investor may assign any
or all of its rights under this  Agreement  to any Person to whom such  Investor
assigns or transfers any  Securities;  provided that such  transferee  agrees in
writing  to be  bound,  with  respect  to  the  transferred  Securities,  by the
provisions hereof that apply to the "Investors"; and provided, further that such
transferee  or assignee is approved  by the  Company  (such  approval  not to be
unreasonably  withheld).   Notwithstanding  anything  to  the  contrary  herein,
Securities  may be assigned to any Person in connection  with a bona fide margin
account or other loan or financing arrangement secured by such Securities.

      5.7 No  Third-Party  Beneficiaries.  This  Agreement  is intended  for the
benefit of the parties  hereto and their  respective  successors  and  permitted
assigns and is not for the benefit of, nor may any provision  hereof be enforced
by, any other  Person,  except as otherwise set forth in Section 4.6 (as to each
Investor Party) and Section 4.12.

      5.8 Governing Law. All questions  concerning the  construction,  validity,
enforcement  and  interpretation  of this  Agreement  shall be  governed  by and
construed and enforced in accordance  with the internal laws of the State of New
York,  without regard to the principles of conflicts of law thereof.  Each party
agrees that all  Proceedings  concerning the  interpretations,  enforcement  and
defense  of the  transactions  contemplated  by this  Agreement  and  any  other
Transaction  Documents (whether brought against a party hereto or its respective
Affiliates,  employees or agents) will be exclusively  commenced in the New York
Courts.   Each  party  hereto  hereby  irrevocably   submits  to  the  exclusive
jurisdiction  of the  New  York  Courts  for  the  adjudication  of any  dispute
hereunder or in connection herewith or with any transaction  contemplated hereby
or discussed herein (including with respect to the enforcement of the any of the


                                       25
<PAGE>

Transaction Documents),  and hereby irrevocably waives, and agrees not to assert
in any Action,  any claim that it is not personally  subject to the jurisdiction
of any such  New York  Court,  or that  such  Action  has been  commenced  in an
improper or  inconvenient  forum.  Each party hereto hereby  irrevocably  waives
personal  service of process and  consents to process  being  served in any such
Action by mailing a copy thereof via  registered or certified  mail or overnight
delivery  (with evidence of delivery) to such party at the address in effect for
notices to it under this Agreement and agrees that such service shall constitute
good and sufficient  service of process and notice  thereof.  Nothing  contained
herein  shall be deemed to limit in any way any  right to serve  process  in any
manner  permitted by law. Each party hereto hereby  irrevocably  waives,  to the
fullest extent  permitted by applicable  law, any and all right to trial by jury
in any legal  proceeding  arising out of or relating  to this  Agreement  or the
transactions  contemplated  hereby.  If either party shall  commence a Action to
enforce any provisions of a Transaction  Document,  then the prevailing party in
such Action shall be reimbursed by the other party for its  attorney's  fees and
other  costs and  expenses  incurred  with the  investigation,  preparation  and
prosecution of such Action.

      5.9 Survival.  The representations  and warranties  contained herein shall
survive the Closing and the  delivery of the Shares and Warrants for a period of
two years from the Closing.  The agreements and covenants contained herein shall
survive the Closing in accordance with their respective terms.

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

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

      5.12  Rescission and  Withdrawal  Right.  Notwithstanding  anything to the
contrary  contained in (and  without  limiting  any similar  provisions  of) the
Transaction Documents, whenever any Investor exercises a right, election, demand
or option under a Transaction  Document and the Company does not timely  perform
its related obligations within the periods therein provided,  then such Investor
may rescind or withdraw,  in its sole  discretion from time to time upon written
notice to the Company,  any relevant  notice,  demand or election in whole or in
part without prejudice to its future actions and rights.

      5.13   Replacement  of  Securities.   If  any  certificate  or  instrument
evidencing any Securities is mutilated,  lost, stolen or destroyed,  the Company
shall  issue or cause to be issued in  exchange  and  substitution  for and upon
cancellation thereof, or in lieu of and substitution therefor, a new certificate
or instrument,  but only upon receipt of evidence reasonably satisfactory to the
Company  of such  loss,  theft  or  destruction  and  customary  and  reasonable
indemnity,  if requested.  The  applicants  for a new  certificate or instrument


                                       26
<PAGE>

under  such  circumstances  shall  also  pay any  reasonable  third-party  costs
associated with the issuance of such  replacement  Securities.  If a replacement
certificate  or  instrument  evidencing  any  Securities  is requested  due to a
mutilation  thereof,   the  Company  may  require  delivery  of  such  mutilated
certificate  or  instrument  as a  condition  precedent  to  any  issuance  of a
replacement.

      5.14  Remedies.  In  addition to being  entitled  to  exercise  all rights
provided herein or granted by law,  including  recovery of damages,  each of the
Investors  and the Company  will be entitled to specific  performance  under the
Transaction  Documents.  The  parties  agree that  monetary  damages  may not be
adequate  compensation  for  any  loss  incurred  by  reason  of any  breach  of
obligations  described in the  foregoing  sentence and hereby agrees to waive in
any action for specific  performance  of any such  obligation the defense that a
remedy at law would be adequate.

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

      5.16  Adjustments  in Share Numbers and Prices.  In the event of any stock
split,  subdivision,  dividend or distribution payable in shares of Common Stock
(or other securities or rights convertible into, or entitling the holder thereof
to receive directly or indirectly shares of Common Stock),  combination or other
similar  recapitalization  or  event  occurring  after  the  date  hereof,  each
reference in any Transaction Document to a number of shares or a price per share
shall be amended to appropriately account for such event.

      5.17  Independent  Nature  of  Investors'   Obligations  and  Rights.  The
obligations of each Investor under any Transaction  Document 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 any  Transaction  Document.  The  decision  of each  Investor to
purchase  Securities  pursuant to 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 of the Subsidiary  which may have been
made or given by any other  Investor  or by any agent or  employee  of any other
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


                                       27
<PAGE>

herein  or in any  Transaction  Document,  and no action  taken by any  Investor
pursuant thereto,  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 the
Transaction  Documents.  Each Investor  acknowledges  that no other Investor has
acted as agent for such  Investor  in  connection  with  making  its  investment
hereunder  and that no  Investor  will be  acting as agent of such  Investor  in
connection  with  monitoring  its  investment in the Securities or enforcing its
rights  under the  Transaction  Documents.  Each  Investor  shall be entitled to
independently  protect and enforce its rights,  including without limitation the
rights arising out of this Agreement or out of the other Transaction  Documents,
and it  shall  not be  necessary  for any  other  Investor  to be  joined  as an
additional  party in any proceeding for such purpose.  Each Investor  represents
that it has been represented by its own separate legal counsel in its review and
negotiations of this Agreement and the Transaction Documents.

      5.18  Limitation  of  Liability.  Notwithstanding  anything  herein to the
contrary,  the Company acknowledges and agrees that the liability of an Investor
arising directly or indirectly,  under any Transaction Document of any and every
nature  whatsoever shall be satisfied solely out of the assets of such Investor,
and that no trustee, officer, other investment vehicle or any other Affiliate of
such  Investor or any  investor,  shareholder  or holder of shares of beneficial
interest of such a Investor  shall be personally  liable for any  liabilities of
such Investor.

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                      SIGNATURE PAGES FOR INVESTORS FOLLOW]


                                       28
<PAGE>

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

                                        INFOSEARCH MEDIA, INC.

                                        By:_____________________________________
                                           Name:
                                           Title:

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


                                      S-1
<PAGE>

      IN WITNESS  WHEREOF,  the parties have executed this  Securities  Purchase
Agreement as of the date first written above.

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

                        By:     __________________________
                        Name:   __________________________
                        Title:  __________________________

                        Investment Amount: _______________
                        Per Share Purchase Price: $0.64
                        Shares:_________________________
                        Warrant Shares: _________________

                        Address for Notice:

                        ------------------------
                        ------------------------
                        ------------------------
                        ------------------------
                        ------------------------
                        Facsimile No.:  ________
                        Telephone No.: _________
                        Attn:  _________________

                        Name of  Custodian/Address  for Delivery of Certificates
                        (or precise  legal name for stock  registration;  please
                        affirmatively  indicate if certificates will not be held
                        by a custodian)

                        ------------------------
                        ------------------------
                        ------------------------
                        ------------------------
                        ------------------------
                        Facsimile No.:  ________
                        Telephone No.: _________
                        Attn:  _________________


                                      S-2
<PAGE>

                                                                      Schedule I

                                Wire Instructions

DOMESTIC WIRE TRANSFERS:

Amount:                            Investment Amount indicated on Investor's
                                   signature page

Receiving Bank:                    SIL VLY BK SJ

Routing and Transit #:             121140399

For Credit of:                     INFOSEARCH MEDIA, INC.

Credit Account #:                  3300477469

Originator Information (ORG):      [INVESTOR NAME]
                                   [Investor Address]

INTERNATIONAL WIRE TRANSFERS:

Amount:                            Investment Amount indicated on Investor's
                                   signature page

Receiving Bank:                    FC - SILICON VALLEY BANK
                                   3003 TASMAN DRIVE
                                   SANTA CLARA, CA 95054

Routing and Transit #:             121140399

For Credit of:                     INFOSEARCH MEDIA, INC.

Final Credit Account #:            3300477469

Originator Information (ORG):      [INVESTOR NAME]
                                   [Investor Address]

<PAGE>

                                                                       Exhibit A

                          Registration Rights Agreement


                                      A-1
<PAGE>

                                                                       Exhibit B

                                 Form of Warrant


                                      B-1
<PAGE>

                                                                       Exhibit C

                              Form of Legal Opinion

      1. The  Company (a) is a  corporation  validly  existing in good  standing
under the laws of the State of Delaware and (b) has the  corporate  power to own
its property, to conduct the business in which it is engaged as described in the
Company's  Annual Report on Form 10-KSB for the year ended December 31, 2004, to
execute and deliver each of the Transaction Documents to which it is a party and
to perform  its  obligations  thereunder.  The Company is duly  qualified  to do
business and is in good standing as a foreign  corporation in each  jurisdiction
in which the nature of the business conducted or property owned by it makes such
qualification  necessary except where the failure to be so qualified and in good
standing would not result in a Material Adverse Effect.

      2. The Company has the requisite  power and authority to execute,  deliver
and perform its obligations under the Transaction Documents.

      3. The Company has duly  authorized,  executed and  delivered  each of the
Transaction  Documents and each such Transaction Document constitutes the legal,
valid and  binding  obligation  of the Company  and is  enforceable  against the
Company in  accordance  with its  terms,  except as such  enforceability  may be
limited by (i) applicable bankruptcy,  insolvency,  reorganization,  moratorium,
liquidation or similar laws relating to, or affecting  generally the enforcement
of,  creditors'  rights and remedies,  (ii) laws relating to the availability of
specific performance, injunctive relief or other equitable principles of general
application,  or (iii) with  respect to the  indemnification  provisions  of the
Registration Rights Agreement, public policy.

      4. The Shares being issued pursuant to the Securities  Purchase  Agreement
have been duly  authorized  and,  when  delivered  and paid for  pursuant to the
Securities  Purchase  Agreement,   will  be  validly  issued,   fully  paid  and
nonassessable,  and the issuance  thereof will not violate any  statutory or, to
our knowledge, contractual preemptive or similar rights.

      5. The Company has  authorized  and reserved for issuance upon exercise of
the Warrant  ______  shares of its Common  Stock.  When the  Warrant  Shares are
issued out of the Company's duly  authorized  Common Stock upon exercise of, and
pursuant to the provisions of, the Warrant and the Securities Purchase Agreement
and the Company has received the consideration  therefore in accordance with the
terms of the Warrant and the Securities Purchase Agreement,  such shares will be
duly authorized, validly issued, fully paid and non-assessable, and the issuance
thereof  will not  violate  any  statutory  or,  to our  knowledge,  contractual
preemptive or similar rights.

      6. The execution and delivery by the Company of the Transaction  Documents
and the  performance  by the  Company  of its  obligations  thereunder  will not
violate (a) the  certificate  of  incorporation  or by-laws of the  Company,  as
amended or supplemented to date, or (b) any provision of any New York or federal
law, statute, rule or regulation or of the Delaware General Corporation Law.


                                      C-1
<PAGE>

      7. To our knowledge,  after having made inquiry of officers of the Company
but without having made any other  investigation,  the Company is not a party to
any Action which (a) places in question the  validity or  enforceability  of, or
seeks to  enjoin  the  performance  of,  the  Transaction  Documents,  or (b) if
resolved in a manner  unfavorable  to the Company would have a Material  Adverse
Effect.

      8.  Assuming  the  accuracy of the  representations  of the  Investors  in
Section 3.2(b)-(g) and (l) of the Securities  Purchase  Agreement,  and assuming
the  performance  by the  Investors of their  obligations  under the  Securities
Purchase Agreement,  the offer, issuance, sale and delivery of the Securities to
the  Investors   under  the  Securities   Purchase   Agreement  do  not  require
registration under the Securities Act of 1933, as amended,  or the securities or
"blue sky" laws of any of the states described in Schedule 3.1(y).

      9. The Company is eligible to register  its Common Stock for resale by the
Investors  using a  registration  statement on Form SB-2  promulgated  under the
Securities Act.


                                      C-2
<PAGE>

                              Disclosure Schedules