THIS WARRANT AND THE SECURITIES ISSUABLE
UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND
MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR
EXERCISED UNLESS (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD
THERETO, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER,
SALE OR TRANSFER. AN INVESTMENT IN THESE SECURITIES
INVOLVES A HIGH DEGREE OF RISK.  HOLDERS
MUST RELY ON THEIR OWN ANALYSIS OF THE INVESTMENT AND ASSESSMENT OF THE RISKS
INVOLVED. Warrant to Purchase5,390,000 shares Warrant to Purchase Common
Stock
of
GREENLAND CORPORATION THIS
CERTIFIES that Swartz Private Equity, LLC, or any subsequent holder
hereof pursuant to Section 8 hereof ("Holder") has the right to
purchase from Greenland Corporation, a Nevada corporation (the
"Company"), up to 5,390,000fully paid and nonassessable
shares of the Company's common stock, $0.001 par value per share ("Common
Stock"), subject to adjustment as provided herein, at a price equal to the
Exercise Price as defined in Section 3 below, at any time beginning on the Date
of Issuance (defined below) and ending at 5:00 p.m., New York, New York time,
on the date that is five (5) years after the Date of Issuance (the
"Exercise Period"). Holder
agrees with the Company that this Warrant to Purchase Common Stock of the
Company (this "Warrant") is issued and all rights hereunder shall be
held subject to all of the conditions, limitations and provisions set forth
herein. 1.          Date of Issuance and Term. This
Warrant shall be deemed to be issued on March 26, 2001 ("Date of
Issuance").  The term of this
Warrant is five (5) years from the Date of Issuance. Of
this Warrant to purchase five million three hundred ninety (5,390,000) shares
of Common Stock of the Company, the Warrant is exercisable as to one million
eight hundred thousand (1,800,000) shares of Common Stock of the Company
beginning March 30, 2001, shall be further exercisable as to an additional one
million eight hundred thousand (1,800,000) shares of Common Stock of the Company
upon the execution by the Company and Swartz Private Equity, LLC of an
Investment Agreement ("Investment Agreement") pursuant to the Equity
Line Letter of Agreement between the Company and Swartz Private Equity, LLC
dated on or about May 4, 2000 and shall be further exercisable as to the
remaining one million seven hundred ninety (1,790,000) shares of Common Stock
of the Company upon the earlier of (i) the date of effectiveness of Companys
registration statement (the "Registration Statement") to be filed
pursuant to the Investment Agreement and related documents, or (ii) September
8, 2001. Anything
in this Warrant to the contrary notwithstanding, if the Company delivers
written notice to Swartz Private Equity, LLC prior to the expiration of the Review
Period that the legal documents for the transaction are unacceptable and the
Company wishes to terminate the transaction (a "Company Termination
Notice"), Holder shall return this Warrant to the Company and all of
Holders rights under this Warrant shall be null and void and of no effect,
provided that, if the Company has not delivered a Company Termination Notice to
Swartz Private Equity, LLC, prior to the expiration of the Review Period,
ownership of this Warrant shall irrevocably vest to the Holder, regardless of
whether a Company Termination Notice is delivered anytime thereafter.

Notwithstanding
anything to the contrary herein, the applicable portion of this  Warrant shall not be exercisable during any
time that, and only to the extent that, the number of shares of Common Stock to
be issued to Holder upon such exercise, when added to the number of shares of
Common Stock, if any, that the Holder otherwise beneficially owns at the time
of such exercise, would equal or exceed 4.99% of the number of shares of Common
Stock then outstanding, as determined in accordance with Section 13(d) of the
Exchange Act (the "4.99% Limitation").  The 4.99% Limitation shall be conclusively satisfied if the
applicable Exercise Notice includes a signed representation by the Holder that
the issuance of the shares in such Exercise Notice will not violate the 4.99%
Limitation, and the Company shall not be entitled to require additional
documentation of such satisfaction.

2.          Exercise.

(a)  Manner of Exercise. During the Exercise Period,this
Warrant may be exercised as to all or any lesser number of full shares of
Common Stock covered hereby (the "Warrant Shares") upon surrender of
this Warrant, with the Exercise Form attached hereto as Exhibit A (the
"Exercise Form") duly completed and executed, together with the full
Exercise Price (as defined below) for each share of Common Stock as to which
this Warrant is exercised, at the office of the Company, Attention: Thomas
Beener, Corporate Secretary, 1935 Avenida del Oro, Suite D, Oceanside, CA  92056; Telephone: (760) 414-9941, Facsimile:
(760) 414-9943,or at
such other office or agency as the Company may designate in writing, by
overnight mail, with an advance copy of the Exercise Form sent to the Company
and its Transfer Agent by facsimile (such surrender and payment of the Exercise
Price hereinafter called the "Exercise of this Warrant").

(b)  Date of Exercise.The "Date of Exercise" of the Warrant shall
be defined as the date that the advance copy of the completed and executed
Exercise Form is sent by facsimile to the Company, provided that the original
Warrant and Exercise Form are received by the Company as soon as practicable
thereafter.  Alternatively, the Date of
Exercise shall be defined as the date the original Exercise Form is received by
the Company, if Holder has not sent advance notice by facsimile.

(c)  Delivery of Shares of Common Stock Upon
Exercise.Upon any exercise of this Warrant, the
Company shall use its reasonable best efforts to deliver, or shall cause its
transfer agent to deliver, a stock certificate or certificates representing the
number of shares of Common Stock into which this Warrant was exercised, within
three (3) trading days (the "Share Delivery Deadline") of the date
that all of the following have been received by the Company: (i) the original
completed and executed Exercise Form, (ii) the original Warrant and (iii) the
Exercise Price (if applicable)(collectively, the "Receipt Date"). 
Such stock certificates shall not contain a legend restricting transfer
if a registration statement covering the resale of such shares of Common Stock
is in effect at the time of such exercise or if such shares of Common Stock may
be resold pursuant to an exemption from registration, including but not limited
to Rule 144 under the Securities Act of 1933.



(d)Buy-In Cure.   If (i) the Company fails for any reason to deliver the requisite
number of shares of Common Stock (unlegended, if so required by the terms of
this Warrant)(the "Warrant Shares") to a Holder upon an exercise of
this Warrant by the Share Delivery Deadline, (ii) the Holder has sold some or
all of the Warrant Shares (the "Sold Shares") which such Holder
anticipated receiving upon such Exercise, and (iii) after the applicable Share
Delivery Deadline with respect to such Exercise, the broker that sold the Sold
Shares for Holder purchases (in an open market transaction or otherwise) shares
of Common Stock to make delivery upon the sale by a Holder of the Sold Shares
(a "Buy-In"), the Company shall pay such Holder within two (2)
business days following receipt of written notice of a claim pursuant to this
Section 2(d) (in addition to any other remedies available to Holder) the amount
(a "Buy-In Payment") by which (x) such Holders total purchase price
(including brokerage commission, if any) for the shares of Common Stock so
purchased exceeds (y) the net proceeds received by such Holder from the sale of
the Sold Shares.  For example, if a
Holder purchases shares of Common Stock having a total purchase price of
$11,000 to cover a Buy-In with respect to shares of Common Stock sold for
$10,000, the Company will be required to pay such Holder $1,000.  A Holder shall provide the Company written
notification indicating any amounts payable to Holder pursuant to this Section
2(d).

(e)  Liquidated
Damages.The parties hereto acknowledge
and agree that the sums payable as Buy-In Payments shall give rise to
liquidated damages and not penalties. 
The parties further acknowledge that (i) the amount of loss or damages
likely to be incurred by the Holder is incapable or is difficult to precisely
estimate, (ii) the amounts specified bear a reasonable proportion and are not
plainly or grossly disproportionate to the probable loss likely to be incurred
by the Investor, and (iii) the parties are sophisticated business parties and
have been represented by sophisticated and able legal and financial counsel and
negotiated this Agreement at arms length.

(f)  Cancellation of Warrant.This Warrant shall be canceled
upon the Exercise of this Warrant, and, as soon as practical after the Date of
Exercise, Holder shall be entitled to receive Common Stock for the number of
shares purchased upon such Exercise of this Warrant, and if this Warrant is not
exercised in full, Holder shall be entitled to receive a new Warrant
(containing terms identical to this Warrant) representing any unexercised
portion of this Warrant in addition to such Common Stock.

(g)  Holder of Record.Each person in whose name any Warrant for shares of
Common Stock is issued shall, for all purposes, be deemed to be the Holder of
record of such shares on the Date of Exercise of this Warrant, irrespective of
the date of delivery of the Common Stock purchased upon the Exercise of this
Warrant.  Nothing in this Warrant shall
be construed as conferring upon Holder any rights as a stockholder of the
Company.

3.          Payment of Warrant Exercise Price.

The
Exercise Price per share ("Exercise Price") shall initially equal $0.10
(the "Initial Exercise Price"). 
If the lowest Closing Price of the Companys Common Stock for the five
(5) trading days immediately preceding the date, if any, that Swartz Private
Equity, LLC executes an Investment Agreement pursuant to the Letter of
Agreement (the "Closing Market Price") is less than the Initial
Exercise Price, the Exercise Price shall be reset to equal the Closing Market
Price.  Furthermore, if the Date of
Exercise is more than six (6) months after the Date of Issuance, the Exercise
Price shall be reset to equal the lesser of (i) the Exercise Price then in
effect, or (ii) the "Lowest Reset Price," as that term is defined
below.  The Company shall calculate a
"Reset Price" on each six-month anniversary date of the Date of Issuance
which shall equal the lowest Closing Price of the Companys Common Stock for
the five (5) trading days ending on such six-month anniversary date of the Date
of Issuance.  The "Lowest Reset
Price" shall equal the lowest Reset Price determined on any six-month anniversary
date of the Date of Issuance preceding the Date of Exercise, taking into
account, as appropriate, any adjustments made pursuant to Section 5 hereof.

For
purposes hereof, the term "Closing Price" shall mean the closing
price on the Nasdaq Small Cap Market, the National Market System
("NMS"), the New York Stock Exchange, or the O.T.C. Bulletin Board,
or if no longer traded on the Nasdaq Small Cap Market, the National Market
System ("NMS"), the New York Stock Exchange, or the O.T.C. Bulletin
Board, the "Closing Price" shall equal the closing price on the
principal national securities exchange or the over-the-counter system on which
the Common Stock is so traded and, if not available, the mean of the high and
low prices on the principal national securities exchange on which the Common
Stock is so traded.

Payment
of the Exercise Price may be made by either of the following, or a combination
thereof, at the election of Holder:

(i)          Cash Exercise:cash, bank or cashiers
check or wire transfer; or

(ii)         Cashless Exercise:The Holder, at its
option, may exercise this Warrant in a cashless exercise transaction under this
subsection (ii) if and only if, on the Date of Exercise, there is not then in
effect a current registration statement that covers the resale of the shares of
Common Stock to be issued upon exercise of this Warrant. In order to effect a
Cashless Exercise, the Holder shallsurrender this Warrant at the principal
office of the Company together with notice of cashless election, in which event
the Company shall issue Holder a number of shares of Common Stock computed
using the following formula:

X
= Y (A-B)/A

where:  X
= the number of shares of Common Stock to be issued to Holder.

Y
= the number of shares of Common Stock for which this Warrant is being exercised.A
= the Market Price of one (1) share of Common Stock (for purposes of this
Section 3(ii), the "Market Price" shall be defined as the average
Closing Price of the Common Stock for the five (5) trading days prior to the
Date of Exercise of this Warrant (the "Average Closing Price"), as reported
by the O.T.C. Bulletin Board, National Association of Securities Dealers
Automated Quotation System ("Nasdaq") Small Cap Market, or if the
Common Stock is not traded on the Nasdaq Small Cap Market, the Average Closing
Price in any other over-the-counter market; provided, however, that if the
Common Stock is listed on a stock exchange, the Market Price shall be the
Average Closing Price on such exchange for the five (5) trading days prior to
the date of exercise of the Warrants. 
If the Common Stock is/was not traded during the five (5) trading days
prior to the Date of Exercise, then the closing price for the last publicly
traded day shall be deemed to be the closing price for any and all (if
applicable) days during such five (5) trading day period.B
= the Exercise Price.For
purposes of Rule 144 and sub-section (d)(3)(ii) thereof, it is intended,
understood and acknowledged that the Common Stock issuable upon exercise of
this Warrant in a cashless exercise transaction shall be deemed to have been acquired
at the time this Warrant was issued. 
Moreover, it is intended, understood and acknowledged that the holding
period for the Common Stock issuable upon exercise of this Warrant in a
cashless exercise transaction shall be deemed to have commenced on the date
this Warrant was issued.

4.          Transfer and Registration.

(a)  Transfer Rights.Subject to the provisions of Section 8 of this Warrant, this
Warrant may be transferred on the books of the Company, in whole or in part, in
person or by attorney, upon surrender of this Warrant properly completed and
endorsed.  This Warrant shall be
canceled upon such surrender and, as soon as practicable thereafter, the person
to whom such transfer is made shall be entitled to receive a new Warrant or
Warrants as to the portion of this Warrant transferred, and Holder shall be
entitled to receive a new Warrant as to the portion hereof retained.

(b)  Registrable Securities. In addition to any other registration rights
of the Holder, if the Common Stock issuable upon exercise of this Warrant is
not registered for resale at the time the Company proposes to register
(including for this purpose a registration effected by the Company for
stockholders other than the Holders) any of its Common Stock under the Act
(other than a registration relating solely for the sale of securities to
participants in a Company stock plan or a registration on Form S–4
promulgated under the Act or any successor or similar form registering stock
issuable upon a reclassification, upon a business combination involving an
exchange of securities or upon an exchange offer for securities of the issuer
or another entity)(a "Piggyback Registration Statement"), the Company
shall cause to be included in such Piggyback Registration Statement ("Piggyback
Registration") all of the Common Stock issuable upon the exercise of this
Warrant ("Registrable Securities") to the extent such inclusion does
not violate the registration rights of any other securityholder of the Company
granted prior to the date hereof.  Nothing
herein shall prevent the Company from withdrawing or abandoning the Piggyback
Registration Statement prior to its effectiveness.

(c)         Limitation
on Obligations to Register under a Piggyback Registration.In the case of a Piggyback
Registration pursuant to an underwritten public offering by the Company, if the
managing underwriter determines and advises in writing that the inclusion in
the registration statement of all Registrable Securities proposed to be
included would interfere with the successful marketing of the securities
proposed to be registered by the Company, then the number of such Registrable
Securities to be included in the Piggyback Registration Statement, to the
extent such Registrable Securities may be included in such Piggyback Registration
Statement, shall be allocated among all Holders who had requested Piggyback
Registration pursuant to the terms hereof, in the proportion that the number of
Registrable Securities which each such Holder seeks to register bears to the
total number of Registrable Securities sought to be included by all
Holders.  If required by the managing
underwriter of such an underwritten public offering, the Holders shall enter
into a reasonable agreement limiting the number of Registrable Securities to be
included in such Piggyback Registration Statement and the terms, if any,
regarding the future sale of such Registrable Securities.

5.          Anti-Dilution Adjustments.

(a)         Stock Dividend.If the Company shall at any time declare a dividend payable
in shares of Common Stock, then Holder, upon Exercise of this Warrant after the
record date for the determination of holders of Common Stock entitled to
receive such dividend, shall be entitled to receive upon Exercise of this
Warrant, in addition to the number of shares of Common Stock as to which this
Warrant is exercised, such additional shares of Common Stock as such Holder
would have received had this Warrant been exercised immediately prior to such
record date and the Exercise Price will be proportionately adjusted.

(b)
       Recapitalization or Reclassification.

(i)  Stock Split.  If the Company shall at any time effect a
recapitalization, reclassification or other similar transaction of such
character that the shares of Common Stock shall be changed into or become
exchangeable for a larger number of shares (a "Stock Split"),
then upon the effective date thereof, the number of shares of Common Stock
which Holder shall be entitled to purchase upon Exercise of this Warrant shall
be increased in direct proportion to the increase in the number of shares of
Common Stock by reason of such recapitalization, reclassification or similar
transaction, and the Exercise Price shall be proportionally decreased.

(ii)  Reverse Stock Split.  If the Company shall at any time effect a
recapitalization, reclassification or other similar transaction of such
character that the shares of Common Stock shall be changed into or become
exchangeable for a smaller number of shares (a "Reverse Stock
Split"), then upon the effective date thereof, the number of shares of
Common Stock which Holder shall be entitled to purchase upon Exercise of this
Warrant shall be proportionately decreased and the Exercise Price shall be
proportionally increased.  The Company
shall give Holder the same notice it provides to holders of Common Stock of any
transaction described in this Section 5(b).

(c)         Distributions.If the Company shall at any time distribute for no
consideration to holders of Common Stock cash, evidences of indebtedness or
other securities or assets (other than cash dividends or distributions payable
out of earned surplus or net profits for the current or preceding years) then,
in any such case, Holder shall be entitled to receive, upon Exercise of this
Warrant, with respect to each share of Common Stock issuable upon such
exercise, the amount of cash or evidences of indebtedness or other securities
or assets which Holder would have been entitled to receive with respect to each
such share of Common Stock as a result of the happening of such event had this
Warrant been exercised immediately prior to the record date or other date
fixing shareholders to be affected by such event (the "Determination
Date") or, in lieu thereof, if the Board of Directors of the Company
should so determine at the time of such distribution, a reduced Exercise Price
determined by multiplying the Exercise Price on the Determination Date by a
fraction, the numerator of which is the result of such Exercise Price reduced
by the value of such distribution applicable to one share of Common Stock (such
value to be determined by the Board of Directors of the Company in its
discretion) and the denominator of which is such Exercise Price.

(d)        Notice of Consolidation or Merger and Warrant
Exchange.The Company shall not, at any time after the
date hereof, effect a merger, consolidation, exchange of shares,
recapitalization, reorganization, or other similar event, as a result of which
shares of Common Stock shall be changed into the same or a different number of
shares of the same or another class or classes of stock or securities or other
assets of the Company or another entity or there is a sale of all or
substantially all the Companys assets (a "Corporate Change"), unless
the resulting successor or acquiring entity (the "Resulting Entity")
assumes by written instrument the Companys obligations under this Warrant,
including but not limited to the Exercise Price reset provisions as provided
herein during the term of the resultant warrants, and agrees in such written
instrument that this Warrant shall be exerciseable into such class and type of
securities or other assets of the Resulting Entity as Holder would have
received had Holder exercised this Warrant immediately prior to such Corporate
Change, and the Exercise Price of this Warrant shall be proportionately
increased (if this Warrant shall be changed into or become exchangeable for a
warrant to purchase a smaller number of shares of Common Stock of the Resulting
Entity) or shall be proportionately decreased (if this Warrant shall be changed
or become exchangeable for a warrant to purchase a larger number of shares of
Common Stock of the Resulting Entity); provided, however, that Company may not
affect any Corporate Change unless it first shall have given thirty (30) days
notice to Holder hereof of any Corporate Change.

(e)         Exercise Price Adjusted.As used in this Warrant, the term "Exercise
Price" shall mean the purchase price per share specified in Section 3 of
this Warrant, until the occurrence of an event stated in subsection (a), (b),
(c) or (d) of this Section 5, and thereafter shall mean said price as adjusted
from time to time in accordance with the provisions of this Warrant.  No such adjustment under this Section 5
shall be made unless such adjustment would change the Exercise Price at the
time by $0.01 or more; provided, however, that all adjustments not so made
shall be deferred and made when the aggregate thereof would change the Exercise
Price at the time by $0.01 or more.

(f)         Adjustments: Additional Shares, Securities or Assets.In the event that at any time, as
a result of an adjustment made pursuant to this Section 5, Holder shall, upon
Exercise of this Warrant, become entitled to receive shares and/or other
securities or assets (other than Common Stock) then, wherever appropriate, all
references herein to shares of Common Stock shall be deemed to refer to and
include such shares and/or other securities or assets; and thereafter the
number of such shares and/or other securities or assets shall be subject to
adjustment from time to time in a manner and upon terms as nearly equivalent as
practicable to the provisions of this Section 5.

6.          Fractional Interests.

No
fractional shares or scrip representing fractional shares shall be issuable
upon the Exercise of this Warrant, but on Exercise of this Warrant, Holder may
purchase only a whole number of shares of Common Stock.  If, on Exercise of this Warrant, Holder
would be entitled to a fractional share of Common Stock or a right to acquire a
fractional share of Common Stock, such fractional share shall be disregarded
and the number of shares of Common Stock issuable upon exercise shall be the
next higher number of shares.

7.          Reservation of Shares.

The
Company shall at all times reserve for issuance such number of authorized and unissued
shares of Common Stock (or other securities substituted therefor as herein
above provided) as shall be sufficient for the Exercise of this Warrant and
payment of the Exercise Price.  The
Company covenants and agrees that upon the Exercise of this Warrant, all shares
of Common Stock issuable upon such exercise shall be duly and validly issued,
fully paid, nonassessable and not subject to preemptive rights, rights of first
refusal or similar rights of any person or entity.

8.          Restrictions on Transfer.

(a)Registration
or Exemption Required.This
Warrant has been issued in a transaction exempt from the registration
requirements of the Act by virtue of Regulation D and exempt from state
registration under applicable state laws. The Warrant and the Common Stock
issuable upon the Exercise of this Warrant may not be pledged, transferred,
sold or assigned except pursuant to an effective registration statement or
unless the Company has received an opinion
from the Company's counsel to the effect that such registration is not
required, or the Holder has furnished to the Company an opinion of the Holder's
counsel, which counsel shall be reasonably satisfactory to the Company, to the
effect that such registration is not required; the transfer complies with any
applicable state securities laws; and, if no registration covering the resale
of the Warrant Shares is effective at the time the Warrant Shares are issued,
the Holder consents to a legend being placed on certificates for the Warrant
Shares stating that the securities have not been registered under the
Securities Act and referring to such restrictions on transferability and sale.

(b)
Assignment.If Holder can provide the Company
with reasonably satisfactory evidence that the conditions of (a) above regarding
registration or exemption have been satisfied, Holder may sell, transfer,
assign, pledge or otherwise dispose of this Warrant, in whole or in part.
Holder shall deliver a written notice to Company, substantially in the form of
the Assignment attached hereto as Exhibit B, indicating the person or
persons to whom the Warrant shall be assigned and the respective number of
warrants to be assigned to each assignee. The Company shall effect the
assignment within ten (10) days, and shall deliver to the assignee(s)
designated by Holder a Warrant or Warrants of like tenor and terms for the
appropriate number of shares.

9.          Benefits of this Warrant.

Nothing
in this Warrant shall be construed to confer upon any person other than the
Company and Holder any legal or equitable right, remedy or claim under this
Warrant and this Warrant shall be for the sole and exclusive benefit of the
Company and Holder.

10.        Applicable Law.

This
Warrant is issued under and shall for all purposes be governed by and construed
in accordance with the laws of the state of Georgia, without giving effect to
conflict of law provisions thereof.

11.        Loss of Warrant.

Upon
receipt by the Company of evidence of the loss, theft, destruction or
mutilation of this Warrant, and (in the case of loss, theft or destruction) of
indemnity or security reasonably satisfactory to the Company, and upon
surrender and cancellation of this Warrant, if mutilated, the Company shall
execute and deliver a new Warrant of like tenor and date.

12.        Notice or Demands.

Notices
or demands pursuant to this Warrant to be given or made by Holder to or on the
Company shall be sufficiently given or made if sent by certified or registered
mail, return receipt requested, postage prepaid, and addressed, until another
address is designated in writing by the Company, to the address set forth in
Section 2(a) above. Notices or demands pursuant to this Warrant to be given or
made by the Company to or on Holder shall be

sufficiently
given or made if sent by certified or registered mail, return receipt
requested, postage prepaid, and addressed, to the address of Holder set forth
in the Companys records, until another address is designated in writing by
Holder.

IN
WITNESS WHEREOF, the undersigned has executed this Warrant as of the 26th day
of March, 2001.

GREENLAND
  CORPORATIONBy:
  ________________________________Thomas Beener, Corporate SecretaryEXHIBIT
A

EXERCISE
FORM FOR WARRANT

TO:   GREENLAND CORPORATION

The
undersigned hereby irrevocably exercises the right to purchase ____________ of
the shares of Common Stock (the "Common Stock") of Greenland
Corporation a Nevada corporation (the "Company"), evidenced by the
attached warrant (the "Warrant"), and herewith makes payment of the
exercise price with respect to such shares in full, all in accordance with the
conditions and provisions of said Warrant.

1. The undersigned agrees not to offer,
sell, transfer or otherwise dispose of any of the Common Stock obtained on
exercise of the Warrant, except in accordance with the provisions of Section
8(a) of the Warrant.

2. 
The undersigned requests that stock certificates for such shares be
issued free of any restrictive legend, if appropriate, and a warrant
representing any unexercised portion hereof be issued, pursuant to the Warrant
in the name of the undersigned and delivered to the undersigned at the address
set forth below:

Dated:
  _________SignaturePrint NameAddress

NOTICE

The
  signature to the foregoing Exercise Form must correspond to the name as
  written upon the face of the attached Warrant in every particular, without
  alteration or enlargement or any change whatsoever.

EXHIBIT
B

ASSIGNMENT

(To
be executed by the registered holder
desiring to transfer the Warrant)

FOR VALUE RECEIVED, the undersigned
holder of the attached warrant (the "Warrant") hereby sells, assigns
and transfers unto the person or persons below named the right to purchase
_______ shares of the Common Stock of Greenland Corporation evidenced by the
attached Warrant and does hereby irrevocably constitute and appoint
_______________________ attorney to transfer the said Warrant on the books of
the Company, with full power of substitution in the premises.

Dated:SignatureFill
  in for new registration of Warrant:NameAddressPlease
  print name and address of assignee(including
  zip code number)NOTICEThe
  signature to the foregoing Assignment must correspond to the name as written
  upon the face of the attached Warrant in every particular, without alteration
  or enlargement or any change whatsoever.

March
26, 2001



Mr.
Roger Greer
National Stock Transfer, Inc.
1390 South 1100 East, Suite 204
Salt Lake City, UT  84105
Telephone: (801) 485-7978
Facsimile: (801) 466-6877Dear Mr. Roger Greer:

Reference
is made to that certain Investment Agreement (the "Investment
Agreement"), dated on or about March 26, 2001, by and among Greenland
Corporation, a Nevada corporation (the "Company"), and the other
signatories thereto (the "Holders") pursuant to which the Company, at
times and amounts chosen by the Company, as further described in the Investment
Agreement, may issue to the Holder up to Thirty Five Million Dollars
($35,000,000) in aggregate principal amount of Common Stock of the Company (the
"Put Shares"), and warrants (the "Warrants") to purchase
Common Stock (the "Warrant Shares") of the Companys.

A.
Issuance of Put Shares.  This
letter shall serve as our irrevocable authorization and direction to you
(provided that you are the transfer agent of the Company at such time) to issue
unlegended Put Shares in the name of the Holder (or in the name of its nominee,
at the Holders request) from time to time upon surrender to you of (i) a
letter from the Company, instructing you to issue a specified number of Put
Shares to the Holder, (ii) a properly completed and duly executed Put Notice,
in the form attached hereto as Exhibit 1, which has been properly agreed and
acknowledged by the Company as indicated by the signature of a duly authorized
officer of the Company thereon, (iii) Confirmation (as defined below) and (iv)
an opinion of counsel ("Put Opinion of Counsel") in substantially the
form of the Put Opinion of Counsel attached hereto as Composite Exhibit 2.

B.
Issuance of Warrant Shares.  This
letter shall serve as our irrevocable authorization and direction to you
(provided that you are the transfer agent of the Company at such time) to issue
unlegended Warrant Shares in the name of the Holder (or in the name of its
nominee, at the Holders request) from time to time upon surrender to you of
(i) a letter from the Company, instructing you to issue a specified number of
Warrant Shares to the Holder, (ii) a properly completed and duly executed
Warrant Exercise Form, in the form attached hereto as Exhibit 3, which has been
properly agreed and acknowledged by the Company as indicated by the signature
of a duly authorized officer of the Company thereon, (iii) Confirmation (as
defined below) and (iv) an opinion of counsel ("Warrant Opinion of Counsel") in substantially the form
of the Commitment Opinion of Counsel attached hereto as Exhibit 4.

C.  Legend Free Certificates.  So long as you have previously received
either: (A)(i) written confirmation from counsel to the Company (which counsel
may be in-house legal counsel) that a registration statement covering resales
of the Put Shares and Warrant Shares has been declared effective by the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, and (ii) a copy of such registration statement, or (B) written
confirmation from counsel to the Company (which counsel may be in-house legal
counsel) that a public sale or transfer of such Security may be made without
registration under the Act, ((A) or (B) above, as applicable, is referred to as
a "Confirmation"), certificates representing the Put Shares and
Warrant Shares shall not bear any legend restricting transfer of the Put Shares
or Warrant Shares and should not be subject to any stop-transfer restriction.

If
you have not previously received Confirmation, then the Put Shares shall not be
issued, and the certificates representing the Warrant Shares shall be issued,
but shall bear the following legend:

"THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES, THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED
UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE
LAWS."provided, however, that the Company may
from time to time notify you to place a stop-transfer restriction on the
certificates for outstanding Put Shares and Warrant Shares in the event a
registration statement covering resales of the Put Shares and the Warrant
Shares is subject to amendment for events then current.

Please be advised that the Holders are
relying upon this letter as an inducement to enter into the Investment
Agreement.

Please execute this letter in the space
indicated to acknowledge your agreement to act in accordance with these
instructions.  Should you have any
questions concerning this matter, please contact me at (760) 414-9941.

Very
  truly yours,GREENLAND
  CORPORATIONBy:
  __________________________________________________Thomas
  Beener, Corporate Secretary



Agreed and
  Acknowledged:TRANSFER AGENT
  HOLDERNATIONAL STOCK
  TRANSFER, INC.
  SWARTZ PRIVATE EQUITY,
  LLCBy:
  ___________________________________
  By:
  ____________________________Eric S. Swartz, ManagerName:
  _________________________________Title:
  ___________________________________Date:  March 26, 2001
  Date:  March 26, 2001Enclosures

ATTACHED
EXHIBITS 1 - 4



WARRANT ANTIDILUTION AGREEMENT

THIS
WARRANT ANTIDILUTION AGREEMENT (the "Agreement") is entered into as
of March 26, 2001, by and among GREENLAND CORPORATION, a corporation duly
organized and existing under the laws of the State of Nevada (the
"Company") and Swartz Private Equity, LLC (hereinafter referred to as
"Swartz").

RECITALS:

WHEREAS,
pursuant to the Company's offering ("Equity Line") of up to Thirty
Five Million Dollars ($35,000,000), excluding any funds paid upon exercise of
the Warrants, of Common Stock of the Company pursuant to that certain
Investment Agreement (the "Investment Agreement") between the Company
and Swartz dated on or about March 26, 2001, the Company has agreed to sell and
Swartz has agreed to purchase, from time to time as provided in the Investment
Agreement, shares of the Company's Common Stock for a maximum aggregate
offering amount of  Thirty Five Million
Dollars ($35,000,000); and

WHEREAS,
pursuant to the terms of the Investment Agreement, the Company has agreed,
among other things, to issue to Swartz Commitment Warrants, as defined in the
Investment Agreement, to purchase a number of shares of Common Stock,
exercisable for five (5) years from their respective dates of issuance.

TERMS:

NOW,
THEREFORE, in consideration of the mutual promises, representations,
warranties, covenants and conditions set forth in Agreement and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

1.          Issuance of
Commitment Warrants.As
compensation for entering into the Equity Line, Swartz received warrants in the
form attached hereto as Exhibit A1, or such other form as agreed upon by
the parties, to purchase 490,000
shares of Common Stock and on or about the date of execution of this Agreement
the Company issued and delivered to Investor warrants in the form attached
hereto as Exhibit A2, or such other form as agreed upon by the parties,
to purchase 5,390,000
shares of Common Stock (collectively, the warrants described in this sentence
are referred to as the "Commitment Warrants").

2.          Issuance of Additional Warrants.On the date of this Agreement,
and on each six month anniversary of the date of issuance of the Commitment
Warrants (each, a "Six Month Anniversary Date"), the Company shall
issue to the Investor additional warrants (the "Additional
Warrants"), to purchase a number of shares of Common Stock, if necessary,
such that the sum of the number of Commitment Warrants and the number of
Additional Warrants issued to Investor shall equal at least "Y%" of
the number of fully diluted shares of Common Stock of the Company on such Six
Month Anniversary Date, where "Y" shall equal 4.9% for the
first Six Month Anniversary Date, and shall be reduced by 0.75% for each
Six Month Anniversary Date beginning on and following the second Six Month
Anniversary Date.  The Additional
Warrants shall be in the form of Exhibit A hereto, and shall initially
be exerciseable at the same price as the Commitment Warrants (as most recently
reset), shall have the same reset provisions as the Commitment Warrants (which
resets shall occur on each six month anniversary of the date of issuance of the
applicable Additional Warrant throughout the term of the applicable Additional
Warrant), shall have piggyback registration rights and shall have a 5-year
term.

3.          Opinion of
Counsel.Concurrently with
the issuance and delivery of the Commitment Opinion (as defined in the
Investment Agreement) to the Investor, or on the date that is six (6) months
after the date of this Agreement, whichever is sooner, the Company shall
deliver to the Investor an Opinion of Counsel (signed by the Companys
independent counsel) covering the issuance of the Commitment Warrants and the
Additional Warrants, and the issuance and resale of the Common Stock issuable
upon exercise of the Warrants and the Additional Warrants.

4.          Change in Corporate Entity.  The Company shall not, at any time after the
date hereof, enter into any merger, consolidation or corporate reorganization
of the Company with or into, or transfer all or substantially all of the assets
of the Company to, another entity unless the resulting successor or acquiring entity
in such transaction, if not the Company (the "Surviving Entity"), (i)
has Common Stock listed for trading on Nasdaq or on another national stock
exchange and is a Reporting Issuer, (ii)assumes
by written instrument the Company's obligations with respect to this Warrant
Antidilution Agreement and the Additional Warrants, including but not limited
to the obligations to deliver to the Investor shares of Common Stock and/or
securities that Investor is entitled to receive pursuant to this Investment Agreement
and upon exercise of the Additional Warrants and agrees by written instrument
to reissue, in the name of the Surviving Entity, any Additional Warrants (each
in the same terms, including but not limited to the same reset provisions, as
the Commitment Warrants originally issued or required to be issued by the
Company) that are outstanding immediately prior to such transaction, making
appropriate proportional adjustments to the number of shares represented by
such Warrants and the exercise prices of such Warrants to accurately reflect
the exchange represented by the transaction.

5.          Governing
Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of Georgia
applicable to agreements made in and wholly to be performed in that
jurisdiction, except for matters arising under the Act or the Securities
Exchange Act of 1934, which matters shall be construed and interpreted in
accordance with such laws.

IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of this 26thday of March, 2001.



GREENLAND
  CORPORATION
  
  SUBSCRIBER:SWARTZ
  PRIVATE EQUITY, LLC.By:
  ___________________________________________
  
  By:
  __________________________________________________Thomas
  Beener, Corporate Secretary
  
  Eric
  S. Swartz, ManagerGreenland Corporation
  
  300 Colonial Center
  Parkway1935 Avenida del Oro,
  Suite D
  
  Suite 300Oceanside, CA  92056
  
  Roswell, GA  30076Telephone: (760)
  414-9941
  
  Telephone: (770)
  640-8130Facsimile:  (760) 414-9943
  
  Facsimile:  (770) 640-7150


DRAFT ONLY

FORM
OF OPINION

_________________________
ATTORNEY AT LAW
[ADDRESS and TELEPHONE]



Swartz Private Equity, LLC
300 Colonial Center Parkway
Suite 300
Roswell, GA 30076

Re:  Greenland Corporation
         Registration OpinionGentlepersons,

Supplementing the Put Opinion of Counsel issued pursuant to
the Regulation D Common Stock Private Equity Line Investment Agreement, dated
as of ____________, 2001, by and between the Company and the Investor named
therein ("Investment Agreement"), the following supplemental opinions
are provided pursuant to Section 2.3.6(a) of the Investment Agreement:

(a) The Registration Statement has become effective
under the Securities Act, and to the best of our knowledge, no stop order
suspending the effectiveness of the Registration Statement is in effect, and no
proceedings for that purpose have been instituted or are pending before, or are
threatened by the Securities and Exchange Commission.

(b) I have participated in the preparation of the
Registration Statement and related Prospectus and after due inquiry nothing has
come to my attention to cause me to have reason to believe that the
Registration Statement, the related Prospectus, or any Amendment or Supplement
thereto, at the time it became effective or as of the date hereof, contained
any untrue statement of a material fact required to be stated therein or
omitted to state any material fact required to be stated therein or necessary
to make the statements therein not misleading, or that the Prospectus or any
Supplement thereto contained any untrue statement of a material fact or omitted
to state a material fact necessary in order to make statements therein, in
light of the circumstances under which they were made, not misleading.

All of the qualifications, limitations and assumptions
contained in the related Put Opinion are hereby incorporated by reference.

This opinion is rendered only with regard to the matters set
out in the numbered paragraphs above. 
No other opinions are intended nor should they be inferred.

I am a member of the Bar of the State
of _____________.  I call your attention
to the fact that the Transaction Documents are stated therein to be governed by
the State of Georgia and that I am not a member of the Bar of the State of
Georgia.  I express no opinion as to the
enforceability of the choice of law provisions of such documents under
____________ law.  The enforceability
opinions contained herein are given on the assumption that the internal laws
(as opposed to conflict of law provisions) of the State of ___________ are
identical to those of the State of ________________.This opinion is based solely upon the foregoing state laws
and the laws of the United States as currently in effect.

The opinions expressed herein are given to you solely for
your use in connection with the transaction contemplated by the Transaction
Documents and may not be relied upon by, or delivered to, any other person or
entity or for any other purpose without my prior written consent.

Sincerely,___________________,
  Esq.

THIS WARRANT AND THE SECURITIES ISSUABLE
UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND
MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR
EXERCISED UNLESS (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD
THERETO, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER,
SALE OR TRANSFER.

AN INVESTMENT IN THESE SECURITIES
INVOLVES A HIGH DEGREE OF RISK.  HOLDERS
MUST RELY ON THEIR OWN ANALYSIS OF THE INVESTMENT AND ASSESSMENT OF THE RISKS
INVOLVED.

Warrant to Purchase
____________ shares

Warrant to Purchase Common
Stock
of
GREENLAND CORPORATION

THIS
CERTIFIES that Swartz Private Equity, LLC, or any subsequent holder
hereof pursuant to Section 8 hereof ("Holder") has the right to
purchase from GREENLAND CORPORATION, a Nevada corporation (the
"Company"), up to ____________fully paid and nonassessable shares of the Company's common stock,
$0.001 par value per share ("Common Stock"), subject to adjustment as
provided herein, at a price equal to the Exercise Price as defined in Section 3
below, at any time beginning on the Date of Issuance (defined below) and ending
at 5:00 p.m., New York, New York time, on the date that is five (5) years after
the Date of Issuance (the "Exercise Period").

Holder
agrees with the Company that this Warrant to Purchase Common Stock of the
Company (this "Warrant") is issued and all rights hereunder shall be
held subject to all of the conditions, limitations and provisions set forth
herein.

1.          Date of Issuance and Term.

This
Warrant shall be deemed to be issued on ________, 200_ ("Date of
Issuance").  The term of this
Warrant is five (5) years from the Date of Issuance.

Notwithstanding
anything to the contrary herein, the applicable portion of this Warrant shall
not be exercisable during any time that, and only to the extent that, the
number of shares of Common Stock to be issued to Holder upon such exercise,
when added to the number of shares of Common Stock, if any, that the Holder
otherwise beneficially owns at the time of such exercise, would equal or exceed
4.99% of the number of shares of Common Stock then outstanding, as determined
in accordance with Section 13(d) of the Exchange Act (the "4.99%
Limitation").  The 4.99% Limitation
shall be conclusively satisfied if the applicable Exercise Notice includes a
signed representation by the Holder that the issuance of the shares in such
Exercise Notice will not violate the 4.99% Limitation, and the Company shall
not be entitled to require additional documentation of such satisfaction.

2.          Exercise.

(a) Manner
of Exercise. During the
Exercise Period,this Warrant may be exercised as to all or any lesser
number of full shares of Common Stock covered hereby (the "Warrant
Shares") upon surrender of this Warrant, with the Exercise Form attached
hereto as Exhibit A (the "Exercise Form") duly completed and
executed, together with the full Exercise Price (as defined below) for each
share of Common Stock as to which this Warrant is exercised, at the office of
the Company, Attention: Thomas Beener, Corporate Secretary, Greenland
Corporation, 1935 Avenida del Oro, Suite D, Oceanside CA  92056; Telephone: (760) 414-9943, Facsimile:
(760) 414-9943,or at
such other office or agency as the Company may designate in writing, by
overnight mail, with an advance copy of the Exercise Form sent to the Company
and its Transfer Agent by facsimile (such surrender and payment of the Exercise
Price hereinafter called the "Exercise of this Warrant").

(b) Date of
Exercise.The "Date of
Exercise" of the Warrant shall be defined as the date that the advance
copy of the completed and executed Exercise Form is sent by facsimile to the
Company, provided that the original Warrant and Exercise Form are received by
the Company as soon as practicable thereafter. 
Alternatively, the Date of Exercise shall be defined as the date the
original Exercise Form is received by the Company, if Holder has not sent
advance notice by facsimile.

(c)  Delivery of Shares of Common Stock Upon
Exercise.Upon any exercise of this Warrant, the
Company shall use its reasonable best efforts to deliver, or shall cause its
transfer agent to deliver, a stock certificate or certificates representing the
number of shares of Common Stock into which this Warrant was exercised, within
three (3) trading days (the "Share Delivery Deadline") of the date
that all of the following have been received by the Company: (i) the original
completed and executed Exercise Form, (ii) the original Warrant and (iii) the
Exercise Price (if applicable)(collectively, the "Receipt Date"). 
Such stock certificates shall not contain a legend restricting transfer
if a registration statement covering the resale of such shares of Common Stock
is in effect at the time of such exercise or if such shares of Common Stock may
be resold pursuant to an exemption from registration, including but not limited
to Rule 144 under the Securities Act of 1933.

(d)Buy-In Cure.   If (i) the Company fails for any reason to deliver the requisite
number of shares of Common Stock (unlegended, if so required by the terms of
this Warrant)(the "Warrant Shares") to a Holder upon an exercise of
this Warrant by the Share Delivery Deadline, (ii) the Holder has sold some or
all of the Warrant Shares (the "Sold Shares") which such Holder
anticipated receiving upon such Exercise, and (iii) after the applicable Share
Delivery Deadline with respect to such Exercise, the broker that sold the Sold
Shares for Holder purchases (in an open market transaction or otherwise) shares
of Common Stock to make delivery upon the sale by a Holder of the Sold Shares
(a "Buy-In"), the Company shall pay such Holder within two (2)
business days following receipt of written notice of a claim pursuant to this
Section 2(d) (in addition to any other remedies available to Holder) the amount
(a "Buy-In Payment") by which (x) such Holders total purchase price
(including brokerage commission, if any) for the shares of Common Stock so
purchased exceeds (y) the net proceeds received by such Holder from the sale of
the Sold Shares.  For example, if a
Holder purchases shares of Common Stock having a total purchase price of
$11,000 to cover a Buy-In with respect to shares of Common Stock sold for
$10,000, the Company will be required to pay such Holder $1,000.  A Holder shall provide the Company written
notification indicating any amounts payable to Holder pursuant to this Section
2(d).

(e) Liquidated Damages.  The parties hereto acknowledge and agree
that the sums payable as Buy-In Payments shall give rise to liquidated damages
and not penalties.  The parties further
acknowledge that (i) the amount of loss or damages likely to be incurred by the
Holder is incapable or is difficult to precisely estimate, (ii) the amounts
specified bear a reasonable proportion and are not plainly or grossly
disproportionate to the probable loss likely to be incurred by the Investor,
and (iii) the parties are sophisticated business parties and have been
represented by sophisticated and able legal and financial counsel and
negotiated this Agreement at arms length.

(f)
Cancellation of Warrant.This
Warrant shall be canceled upon the Exercise of this Warrant, and, as soon as
practical after the Date of Exercise, Holder shall be entitled to receive
Common Stock for the number of shares purchased upon such Exercise of this
Warrant, and if this Warrant is not exercised in full, Holder shall be entitled
to receive a new Warrant (containing terms identical to this Warrant)
representing any unexercised portion of this Warrant in addition to such Common
Stock.

(g) Holder
of Record.Each person in
whose name any Warrant for shares of Common Stock is issued shall, for all
purposes, be deemed to be the Holder of record of such shares on the Date of
Exercise of this Warrant, irrespective of the date of delivery of the Common
Stock purchased upon the Exercise of this Warrant.  Nothing in this Warrant shall be construed as conferring upon
Holder any rights as a stockholder of the Company.

3.          Payment of Warrant Exercise Price.

The
Exercise Price per share ("Exercise Price") shall initially equal
$______ (the "Initial Exercise Price").  If the Date of Exercise is more than six (6) months after the
Date of Issuance, the Exercise Price shall be reset to equal the lesser of (i)
the Exercise Price then in effect, or (ii) the "Lowest Reset Price,"
as that term is defined below.  The
Company shall calculate a "Reset Price" on each six-month anniversary
date of the Date of Issuance which shall equal the lowest Closing Price of the
Companys Common Stock for the five (5) trading days ending on such six-month
anniversary date of the Date of Issuance. 
The "Lowest Reset Price" shall equal the lowest Reset Price
determined on any six-month anniversary date of the Date of Issuance preceding
the Date of Exercise, taking into account, as appropriate, any adjustments made
pursuant to Section 5 hereof.

For
purposes hereof, the term "Closing Price" shall mean the closing
price on the Nasdaq Small Cap Market, the National Market System
("NMS"), the New York Stock Exchange, or the O.T.C. Bulletin Board,
or if no longer traded on the Nasdaq Small Cap Market, the National Market
System ("NMS"), the New York Stock Exchange, or the O.T.C. Bulletin
Board, the "Closing Price" shall equal the closing price on the
principal national securities exchange or the over-the-counter system on which
the Common Stock is so traded and, if not available, the mean of the high and
low prices on the principal national securities exchange on which the Common
Stock is so traded.

Payment
of the Exercise Price may be made by either of the following, or a combination
thereof, at the election of Holder:

(i)          Cash Exercise:cash, bank or cashiers
check or wire transfer; or

(ii)         Cashless Exercise:The Holder, at its
option, may exercise this Warrant in a cashless exercise transaction. In order
to effect a Cashless Exercise, the Holder shallsurrender this Warrant at
the principal office of the Company together with notice of cashless election,
in which event the Company shall issue Holder a number of shares of Common
Stock computed using the following formula:

X
= Y (A-B)/A

where:  X
= the number of shares of Common Stock to be issued to Holder.

Y
= the number of shares of Common Stock for which this Warrant is being exercised.

A
= the Market Price of one (1) share of Common Stock (for purposes of this
Section 3(ii), the "Market Price" shall be defined as the average
Closing Price of the Common Stock for the five (5) trading days prior to the
Date of Exercise of this Warrant (the "Average Closing Price"), as
reported by the O.T.C. Bulletin Board, National Association of Securities
Dealers Automated Quotation System ("Nasdaq") Small Cap Market, or if
the Common Stock is not traded on the Nasdaq Small Cap Market, the Average
Closing Price in any other over-the-counter market; provided, however, that if
the Common Stock is listed on a stock exchange, the Market Price shall be the
Average Closing Price on such exchange for the five (5) trading days prior to
the date of exercise of the Warrants. 
If the Common Stock is/was not traded during the five (5) trading days
prior to the Date of Exercise, then the closing price for the last publicly
traded day shall be deemed to be the closing price for any and all (if
applicable) days during such five (5) trading day period.B
= the Exercise Price.

For
purposes of Rule 144 and sub-section (d)(3)(ii) thereof, it is intended,
understood and acknowledged that the Common Stock issuable upon exercise of
this Warrant in a cashless exercise transaction shall be deemed to have been
acquired at the time this Warrant was issued. 
Moreover, it is intended, understood and acknowledged that the holding
period for the Common Stock issuable upon exercise of this Warrant in a
cashless exercise transaction shall be deemed to have commenced on the date
this Warrant was issued.

4.          Transfer and Registration.

(a)
Transfer
Rights.Subject to the
provisions of Section 8 of this Warrant, this Warrant may be transferred on the
books of the Company, in whole or in part, in person or by attorney, upon
surrender of this Warrant properly completed and endorsed.  This Warrant shall be canceled upon such
surrender and, as soon as practicable thereafter, the person to whom such
transfer is made shall be entitled to receive a new Warrant or Warrants as to
the portion of this Warrant transferred, and Holder shall be entitled to
receive a new Warrant as to the portion hereof retained.

(b)
Registrable
Securities. In addition to
any other registration rights of the Holder, if the Common Stock issuable upon
exercise of this Warrant is not registered for resale at the time the Company
proposes to register (including for this purpose a registration effected by the
Company for stockholders other than the Holders) any of its Common Stock under
the Act (other than a registration relating solely for the sale of securities
to participants in a Company stock plan or a registration on Form S-4
promulgated under the Act or any successor or similar form registering stock
issuable upon a reclassification, upon a business combination involving an
exchange of securities or upon an exchange offer for securities of the issuer
or another entity)(a "Piggyback Registration Statement"), the Company
shall cause to be included in such Piggyback Registration Statement
("Piggyback Registration") all of the Common Stock issuable upon the
exercise of this Warrant ("Registrable Securities") to the extent
such inclusion does not violate the registration rights of any other
securityholder of the Company granted prior to the date hereof.  Nothing herein shall prevent the Company
from withdrawing or abandoning the Piggyback Registration Statement prior to
its effectiveness.

(c)  Limitation on Obligations to Register under a Piggyback
Registration.In the case
of a Piggyback Registration pursuant to an underwritten public offering by the
Company, if the managing underwriter determines and advises in writing that the
inclusion in the registration statement of all Registrable Securities proposed
to be included would interfere with the successful marketing of the securities
proposed to be registered by the Company, then the number of such Registrable
Securities to be included in the Piggyback Registration Statement, to the
extent such Registrable Securities may be included in such Piggyback
Registration Statement, shall be allocated among all Holders who had requested
Piggyback Registration pursuant to the terms hereof, in the proportion that the
number of Registrable Securities which each such Holder seeks to register bears
to the total number of Registrable Securities sought to be included by all
Holders.  If required by the managing
underwriter of such an underwritten public offering, the Holders shall enter
into a reasonable agreement limiting the number of Registrable Securities to be
included in such Piggyback Registration Statement and the terms, if any,
regarding the future sale of such Registrable Securities.

5.          Anti-Dilution Adjustments.

(a)         Stock Dividend.If the Company shall at any time declare a dividend payable
in shares of Common Stock, then Holder, upon Exercise of this Warrant after the
record date for the determination of holders of Common Stock entitled to
receive such dividend, shall be entitled to receive upon Exercise of this
Warrant, in addition to the number of shares of Common Stock as to which this
Warrant is exercised, such additional shares of Common Stock as such Holder
would have received had this Warrant been exercised immediately prior to such
record date and the Exercise Price will be proportionately adjusted.

(b)
       Recapitalization or Reclassification.

(i)  Stock Split.  If the Company shall at any time effect a
recapitalization, reclassification or other similar transaction of such
character that the shares of Common Stock shall be changed into or become
exchangeable for a larger number of shares (a "Stock Split"),
then upon the effective date thereof, the number of shares of Common Stock
which Holder shall be entitled to purchase upon Exercise of this Warrant shall
be increased in direct proportion to the increase in the number of shares of
Common Stock by reason of such recapitalization, reclassification or similar
transaction, and the Exercise Price shall be proportionally decreased.

(ii)
Reverse Stock Split.  If the
Company shall at any time effect a recapitalization, reclassification or other
similar transaction of such character that the shares of Common Stock shall be
changed into or become exchangeable for a smaller number of shares (a
"Reverse Stock Split"), then upon the effective date thereof, the
number of shares of Common Stock which Holder shall be entitled to purchase
upon Exercise of this Warrant shall be proportionately decreased and the
Exercise Price shall be proportionally increased.  The Company shall give Holder the same notice it provides to
holders of Common Stock of any transaction described in this Section 5(b).

(c)         Distributions.If the Company shall at any time distribute for no
consideration to holders of Common Stock cash, evidences of indebtedness or
other securities or assets (other than cash dividends or distributions payable
out of earned surplus or net profits for the current or preceding years) then,
in any such case, Holder shall be entitled to receive, upon Exercise of this
Warrant, with respect to each share of Common Stock issuable upon such
exercise, the amount of cash or evidences of indebtedness or other securities
or assets which Holder would have been entitled to receive with respect to each
such share of Common Stock as a result of the happening of such event had this
Warrant been exercised immediately prior to the record date or other date
fixing shareholders to be affected by such event (the "Determination
Date") or, in lieu thereof, if the Board of Directors of the Company
should so determine at the time of such distribution, a reduced Exercise Price
determined by multiplying the Exercise Price on the Determination Date by a
fraction, the numerator of which is the result of such Exercise Price reduced
by the value of such distribution applicable to one share of Common Stock (such
value to be determined by the Board of Directors of the Company in its
discretion) and the denominator of which is such Exercise Price.

(d)        Notice of Consolidation or Merger and Warrant
Exchange.The Company shall not, at any time after the
date hereof, effect a merger, consolidation, exchange of shares,
recapitalization, reorganization, or other similar event, as a result of which
shares of Common Stock shall be changed into the same or a different number of
shares of the same or another class or classes of stock or securities or other
assets of the Company or another entity or there is a sale of all or
substantially all the Companys assets (a "Corporate Change"), unless
the resulting successor or acquiring entity (the "Resulting Entity")
assumes by written instrument the Companys obligations under this Warrant,
including but not limited to the Exercise Price reset provisions as provided
herein during the term of the resultant warrants, and agrees in such written
instrument that this Warrant shall be exerciseable into such class and type of
securities or other assets of the Resulting Entity as Holder would have
received had Holder exercised this Warrant immediately prior to such Corporate
Change, and the Exercise Price of this Warrant shall be proportionately
increased (if this Warrant shall be changed into or become exchangeable for a
warrant to purchase a smaller number of shares of Common Stock of the Resulting
Entity) or shall be proportionately decreased (if this Warrant shall be changed
or become exchangeable for a warrant to purchase a larger number of shares of
Common Stock of the Resulting Entity); provided, however, that Company may not
affect any Corporate Change unless it first shall have given thirty (30) days
notice to Holder hereof of any Corporate Change.

(e)         Exercise Price Adjusted.As used in this Warrant, the term "Exercise
Price" shall mean the purchase price per share specified in Section 3 of
this Warrant, until the occurrence of an event stated in subsection (a), (b),
(c) or (d) of this Section 5, and thereafter shall mean said price as adjusted
from time to time in accordance with the provisions of this Warrant.  No such adjustment under this Section 5
shall be made unless such adjustment would change the Exercise Price at the
time by $0.01 or more; provided, however, that all adjustments not so made
shall be deferred and made when the aggregate thereof would change the Exercise
Price at the time by $0.01 or more.

(f)         Adjustments: Additional Shares, Securities or
Assets.In the event that at
any time, as a result of an adjustment made pursuant to this Section 5, Holder
shall, upon Exercise of this Warrant, become entitled to receive shares and/or
other securities or assets (other than Common Stock) then, wherever
appropriate, all references herein to shares of Common Stock shall be deemed to
refer to and include such shares and/or other securities or assets; and
thereafter the number of such shares and/or other securities or assets shall be
subject to adjustment from time to time in a manner and upon terms as nearly
equivalent as practicable to the provisions of this Section 5.

6.          Fractional Interests.

No
fractional shares or scrip representing fractional shares shall be issuable
upon the Exercise of this Warrant, but on Exercise of this Warrant, Holder may
purchase only a whole number of shares of Common Stock.  If, on Exercise of this Warrant, Holder
would be entitled to a fractional share of Common Stock or a right to acquire a
fractional share of Common Stock, such fractional share shall be disregarded
and the number of shares of Common Stock issuable upon exercise shall be the
next higher number of shares.

7.          Reservation of Shares.

The
Company shall at all times reserve for issuance such number of authorized and
unissued shares of Common Stock (or other securities substituted therefor as
herein above provided) as shall be sufficient for the Exercise of this Warrant
and payment of the Exercise Price.  The
Company covenants and agrees that upon the Exercise of this Warrant, all shares
of Common Stock issuable upon such exercise shall be duly and validly issued,
fully paid, nonassessable and not subject to preemptive rights, rights of first
refusal or similar rights of any person or entity.

8.          Restrictions on Transfer.

(a)Registration
or Exemption Required.This
Warrant has been issued in a transaction exempt from the registration
requirements of the Act by virtue of Regulation D and exempt from state
registration under applicable state laws. The Warrant and the Common Stock
issuable upon the Exercise of this Warrant may not be pledged, transferred,
sold or assigned except pursuant to an effective registration statement or
unless the Company has received an opinion
from the Company's counsel to the effect that such registration is not
required, or the Holder has furnished to the Company an opinion of the Holder's
counsel, which counsel shall be reasonably satisfactory to the Company, to the
effect that such registration is not required; the transfer complies with any
applicable state securities laws; and, if no registration covering the resale
of the Warrant Shares is effective at the time the Warrant Shares are issued,
the Holder consents to a legend being placed on certificates for the Warrant
Shares stating that the securities have not been registered under the
Securities Act and referring to such restrictions on transferability and sale.

(b)
Assignment.If Holder can provide the Company
with reasonably satisfactory evidence that the conditions of (a) above
regarding registration or exemption have been satisfied, Holder may sell,
transfer, assign, pledge or otherwise dispose of this Warrant, in whole or in
part. Holder shall deliver a written notice to Company, substantially in the
form of the Assignment attached hereto as Exhibit B, indicating the
person or persons to whom the Warrant shall be assigned and the respective
number of warrants to be assigned to each assignee. The Company shall effect
the assignment within ten (10) days, and shall deliver to the assignee(s) designated
by Holder a Warrant or Warrants of like tenor and terms for the appropriate
number of shares.

9.          Benefits of this Warrant.

Nothing
in this Warrant shall be construed to confer upon any person other than the
Company and Holder any legal or equitable right, remedy or claim under this
Warrant and this Warrant shall be for the sole and exclusive benefit of the
Company and Holder.

10.        Applicable Law.

This
Warrant is issued under and shall for all purposes be governed by and construed
in accordance with the laws of the state of Georgia, without giving effect to
conflict of law provisions thereof.

11.        Loss of Warrant.

Upon
receipt by the Company of evidence of the loss, theft, destruction or
mutilation of this Warrant, and (in the case of loss, theft or destruction) of
indemnity or security reasonably satisfactory to the Company, and upon
surrender and cancellation of this Warrant, if mutilated, the Company shall
execute and deliver a new Warrant of like tenor and date.

12.        Notice or Demands.

Notices
or demands pursuant to this Warrant to be given or made by Holder to or on the
Company shall be sufficiently given or made if sent by certified or registered
mail, return receipt requested, postage prepaid, and addressed, until another
address is designated in writing by the Company, to the address set forth in
Section 2(a) above.Notices
or demands pursuant to this Warrant to be given or made by the Company to or on
Holder shall be sufficiently given or made if sent by certified or registered
mail, return receipt requested, postage prepaid, and addressed, to the address
of Holder set forth in the Companys records, until another address is
designated in writing by Holder.

IN
WITNESS WHEREOF, the undersigned has executed this Warrant as of the ____ day of
_________, 200__.



GREENLAND
  CORPORATIONBy:
  __________________________________________________________Thomas
  Beener, Corporate SecretaryEXHIBIT A

EXERCISE
FORM FOR WARRANT

TO:   GREENLAND CORPORATION

The
undersigned hereby irrevocably exercises the right to purchase ____________ of
the shares of Common Stock (the "Common Stock") of GREENLAND
CORPORATION a Nevada corporation (the "Company"), evidenced by the
attached warrant (the "Warrant"), and herewith makes payment of the
exercise price with respect to such shares in full, all in accordance with the
conditions and provisions of said Warrant.

1. The undersigned agrees not to offer,
sell, transfer or otherwise dispose of any of the Common Stock obtained on
exercise of the Warrant, except in accordance with the provisions of Section
8(a) of the Warrant.

2. 
The undersigned requests that stock certificates for such shares be
issued free of any restrictive legend, if appropriate, and a warrant
representing any unexercised portion hereof be issued, pursuant to the Warrant
in the name of the undersigned and delivered to the undersigned at the address
set forth below:

Dated:
  _________SignaturePrint NameAddress

NOTICE

The signature to the foregoing Exercise
Form must correspond to the name as written upon the face of the attached
Warrant in every particular, without alteration or enlargement or any change
whatsoever.


EXHIBIT
B ASSIGNMENT (To
be executed by the registered holder
desiring to transfer the Warrant) FOR VALUE RECEIVED, the undersigned
holder of the attached warrant (the "Warrant") hereby sells, assigns
and transfers unto the person or persons below named the right to purchase
_______ shares of the Common Stock of GREENLAND CORPORATION, evidenced by the attached
Warrant and does hereby irrevocably constitute and appoint
_______________________ attorney to transfer the said Warrant on the books of
the Company, with full power of substitution in the premises. Dated:SignatureFill
  in for new registration of Warrant:NameAddressPlease
  print name and address of assignee(including
  zip code number)NOTICEThe
  signature to the foregoing Assignment must correspond to the name as written
  upon the face of the attached Warrant in every particular, without alteration
  or enlargement or any change whatsoever.  ACKNOWLEDGEMENT AND AGREEMENT



With respect to the Investment
Agreement entered into as of March 26, 2001, by and among Greenland
Corporation, a corporation duly incorporated and existing under the laws of the
State of Nevada (the "Company") and Swartz Private Equity, LLC
(hereinafter referred to as "Swartz"), the Company hereby agrees and
acknowledges the following:

The
Company acknowledges that the Investor may sell the Put Shares any time, and
from time to time, after the Put Date for such shares, and that such sales may
occur during a Pricing Period or Pricing Periods and may have the effect of
reducing the Purchase Price.Furthermore, the Company agrees to
present the proposed final registration statement to be filed pursuant to the
terms of the Registration Rights Agreement entered into in conjunction with the
Investment Agreement to Swartz for its review at least five (5) business days
prior to the proposed filing date, and to obtain Swartzs final comments to the
registration statement before filing it with the SEC.  The Company agrees to obtain Swartz approval prior to releasing
any press release regarding the offering contemplated by the Investment Agreement
and  that no press release regarding the
such offering shall contain Swartz name until after the date that the
registration statement covering the offering is declared effective.

The Company and Swartz agree and
acknowledge that the warrant to purchase 5,390,000 issued by the Company to
Swartz on or about the date of this acknowledgment was issued in addition to,
and not in lieu of, the warrant to purchase 490,000 shares of common stock
issued to Swartz in or around May, 2000 (the "490,000 Share
Warrant").  The Company and Swartz
further agree and acknowledge that the 490,000 Share Warrant is immediately
fully exercisable without conditions.

IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of this 26th
day of March, 2001.



GREENLAND
  CORPORATION
  
  SUBSCRIBER:SWARTZ
  PRIVATE EQUITY, LLC.By:
  ___________________________________________
  
  By:
  __________________________________________________Thomas
  Beener, Corporate Secretary
  
  Eric
  S. Swartz, ManagerGreenland Corporation
  
  300 Colonial Center
  Parkway1935 Avenida del Oro,
  Suite D
  
  Suite 300Oceanside, CA  92056
  
  Roswell, GA  30076Telephone: (760)
  414-9941
  
  Telephone: (770)
  640-8130Facsimile:  (760) 414-9943
  
  Facsimile:  (770) 640-7150

GREENLAND CORPORATION

INVESTMENT
AGREEMENT

THE SECURITIES OFFERED
HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE OR OTHER SECURITIES AUTHORITIES. THEY MAY NOT BE SOLD OR TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE FEDERAL AND STATE SECURITIES LAWS.THIS INVESTMENT
AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER
TO PURCHASE, ANY OF THE SECURITIES DESCRIBED HEREIN BY OR TO ANY PERSON IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.  THESE SECURITIES HAVE NOT BEEN RECOMMENDED
BY ANY FEDERAL OR STATE SECURITIES AUTHORITIES, NOR HAVE SUCH AUTHORITIES
CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT.  ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.AN
INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK.  THE INVESTOR MUST RELY ON ITS OWN ANALYSIS
OF THE INVESTMENT AND ASSESSMENT OF THE RISKS INVOLVED.  SEE THE RISK FACTORS SET FORTH IN THE
ATTACHED DISCLOSURE DOCUMENTS AS EXHIBIT I.SEE
ADDITIONAL LEGENDS AT SECTIONS 4.7.THIS
INVESTMENT AGREEMENT (this "Agreement" or "Investment
Agreement") is made as of the 26th day of March, 2001, by and between Greenland Corporation, a corporation duly organized and existing
under the laws of the State of Nevada
(the "Company"), and the undersigned Investor executing this
Agreement ("Investor").

RECITALS:

WHEREAS,
the parties desire that, upon the terms and subject to the conditions contained
herein, the Company shall issue to the Investor, and the Investor shall
purchase from the Company, from time to time as provided herein, shares of the
Company's Common Stock, as part of an offering of Common Stock by the Company
to Investor, for a maximum aggregate offering amount of Thirty Five Million Dollars ($35,000,000) (the "Maximum Offering Amount"); and

WHEREAS,
the solicitation of this Investment Agreement and, if accepted by the Company,
the offer and sale of the Common Stock are being made in reliance upon the
provisions of Regulation D ("Regulation D") promulgated under the
Act, Section 4(2) of the Act, and/or upon such other exemption from the
registration requirements of the Act as may be available with respect to any or
all of the purchases of Common Stock to be made hereunder.

TERMS:

NOW,
THEREFORE, the parties hereto agree as follows:

1.
         Certain Definitions.  As used in this Agreement (including the
recitals above), the following terms shall have the following meanings (such
meanings to be equally applicable to both the singular and plural forms of the
terms defined):

"20%
Approval" shall have the meaning set forth in Section 5.25.

"9.9% Limitation" shall
have the meaning set forth in Section 2.3.1(f).

"Accredited Investor"
shall have the meaning set forth in Section 3.1.

"Act" shall mean the
Securities Act of 1933, as amended.

"Advance
Put Notice" shall have the meaning set forth in Section 2.3.1(a), the form
of which is attached hereto as Exhibit D.

"Advance
Put Notice Confirmation" shall have the meaning set forth in Section
2.3.1(a), the form of which is attached hereto as Exhibit E.

"Advance Put Notice Date"
shall have the meaning set forth in Section 2.3.1(a).

"Affiliate" shall have
the meaning as set forth Section 6.4.

"Aggregate
Issued Shares" equals the aggregate number of shares of Common Stock
issued to Investor pursuant to the terms of this Agreement or the Registration
Rights Agreement as of a given date, including Put Sharesand Warrant Shares.

"Agreed Upon Procedures
Report" shall have the meaning set forth in Section 2.5.3(b).

"Agreement" shall mean
this Investment Agreement.

"Automatic Termination"
shall have the meaning set forth in Section 2.3.2.

"Bring Down Cold Comfort
Letters" shall have the meaning set forth in Section 2.3.7(b).

"Business
Day" shall mean any day during which the Principal Market is open for
trading.

"Calendar
Month" shall mean the period of time beginning on the numeric day in
question in a calendar month and for Calendar Months thereafter, beginning on
the earlier of (i) the same numeric day of the next calendar month or (ii) the
last day of the next calendar month. 
Each Calendar Month shall end on the day immediately preceding the
beginning of the next succeeding Calendar Month.

"Cap
Amount" shall have the meaning set forth in Section 2.3.11.

"Capital Raising
Limitations" shall have the meaning set forth in Section 6.5.1.

"Capitalization
Schedule" shall have the meaning set forth in Section 3.2.4, attached
hereto as Exhibit J.

"Change
in Control" shall have the meaning set forth within the definition of
Major Transaction, below.

"Closing"
shall mean one of (i) the Investment Commitment Closing and (ii) each closing
of a purchase and sale of Common Stock pursuant to Section 2.

"Closing
Bid Price" means, for any security as of any date, the last closing bid
price for such security during Normal Trading on the O.T.C. Bulletin Board, or, if the O.T.C. Bulletin Board is not the principal securities exchange or
trading market for such security, the last closing bid price during Normal
Trading of such security on the principal securities exchange or trading market
where such security is listed or traded as reported by such principal
securities exchange or trading market, or if the foregoing do not apply, the
last closing bid price during Normal Trading of such security in the
over-the-counter market on the electronic bulletin board for such security, or,
if no closing bid price is reported for such security, the average of the bid
prices of any market makers for such security as reported in the "pink
sheets" by the National Quotation Bureau, Inc.  If the Closing Bid Price cannot be calculated for such security
on such date on any of the foregoing bases, the Closing Bid Price of such security
on such date shall be the fair market value as mutually determined by the
Company and the Investor in this Offering. 
If the Company and the Investor in this Offering are unable to agree
upon the fair market value of the Common Stock, then such dispute shall be
resolved by an investment banking firm mutually acceptable to the Company and
the Investor in this offering and any fees and costs associated therewith shall
be paid by the Company.

"Commitment
Evaluation Period" shall have the meaning set forth in Section 2.6.

"Commitment Period" shall
have the meaning set forth in Section 2.3.2(d).

"Commitment Warrants"
shall have the meaning set forth in Section 2.4.1, the form of which is
attached hereto as Exhibit P.

"Common Shares" shall
mean the shares of Common Stock of the Company.

"Common Stock" shall mean
the common stock of the Company.

"Company"
shall mean GreenlandCorporation, a corporation duly
organized and existing under the laws of the State of Nevada.

"Company
Designated Maximum Put Dollar Amount" shall have the meaning set forth in
Section 2.3.1(a).

"Company
Designated Minimum Put Share Price" shall have the meaning set forth in
Section 2.3.1(a).

"Company Termination"
shall have the meaning set forth in Section 2.3.12.

"Conditions
to Investment Commitment Closing" shall have the meaning as set forth in
Section 2.2.2.

"Delisting
Event" shall mean any time during the term of this Investment Agreement,
that the Companys Common Stock is not listed for and actively trading on the
O.T.C. Bulletin Board, the Nasdaq Small Cap Market, the Nasdaq National Market,
the American Stock Exchange, or the New York Stock Exchange or is suspended or
delisted with respect to the trading of the shares of Common Stock on such
market or exchange.

"Disclosure Documents"
shall have the meaning as set forth in Section 3.2.4.

"Due Diligence Review"
shall have the meaning as set forth in Section 2.5.

"DWAC
Put Shares" shall mean Put Shares, in electronic form, without restriction
on resale, that are delivered to the Depository Trust Company DWAC account
specified by the Investor for the Put Shares.

"Effective Date" shall
have the meaning set forth in Section 2.3.1.

"Equity Securities" shall
have the meaning set forth in Section 6.5.1.

"Evaluation Day" shall
have the meaning set forth in Section 2.3.1(b).

"Exchange Act" shall mean
the Securities Exchange Act of 1934, as amended.

"Excluded Day" shall have
the meaning set forth in Section 2.3.1(b).

"Extended
Put Period" shall mean the period of time between the Advance Put Notice
Date until the Pricing Period End Date.

"Impermissible Put
Cancellation" shall have the meaning set forth in Section 2.3.1(e).

"Indemnified Liabilities"
shall have the meaning set forth in Section 9.

"Indemnities" shall have
the meaning set forth in Section 9.

"Indemnitor" shall have
the meaning set forth in Section 9.

"Individual
Put Limit" shall have the meaning set forth in Section 2.3.1 (b).

"Ineffective
Period" shall have the meaning given to it in the Registration Rights
Agreement.

"Ineffective
Registration Payment" shall have the meaning given to it in the
Registration Rights Agreement.

"Intended Put Share
Amount" shall have the meaning set forth in Section 2.3.1(a).

"Investment Commitment
Closing" shall have the meaning set forth in Section 2.2.1.

"Investment Agreement"
shall mean this Investment Agreement.

"Investment
Commitment Opinion of Counsel" shall mean an opinion from Companys
independent counsel, substantially in the form attached as Exhibit B, or
such other form as agreed upon by the parties, as to the Investment Commitment
Closing.

"Investment Date" shall
mean the date of the Investment Commitment Closing.

"Investor" shall have the
meaning set forth in the preamble hereto.

"Key
Employee" shall have the meaning set forth in Section 5.17, as set forth
in Exhibit M.

"Late
Payment Amount" shall have the meaning set forth in Section 2.3.9.

"Legend" shall have the
meaning set forth in Section 4.7.

"Major
Transaction" shall mean and shall be deemed to have occurred at such time
upon any of the following events:

(i)
a consolidation, merger or other business combination or event or transaction
following which the holders of Common Stock of the Company immediately
preceding such consolidation, merger, combination or event either (i) no longer
hold a majority of the shares of Common Stock of the Company or (ii) no longer
have the ability to elect the board of directors of the Company (a "Change
of Control");

(ii)
the sale or transfer of a portion of the Company's assets not in the ordinary
course of business;

(iii)
the purchase of assets by the Company not in the ordinary course of business;
or

(iv)
a purchase, tender or exchange offer made to the holders of outstanding shares
of Common Stock.

"Market
Price" shall equal the lowest Closing Bid Price for the Common Stock on
the Principal Market during the Pricing Period for the applicable Put.

"Material
Facts" shall have the meaning set forth in Section 2.3.7(a).

"Maximum
Put Dollar Amount" shall mean the lesser of (i) the Company Designated
Maximum Put Dollar Amount, if any, specified by the Company in a Put Notice,
and (ii) $2 million.

"Maximum Offering Amount"
shall mean have the meaning set forth in the recitals hereto.

"NASD" shall have the
meaning set forth in Section 6.9.

"Nasdaq 20% Rule" shall
have the meaning set forth in Section 2.3.11.

"Non-Usage Fee" shall
have the meaning set forth in Section 2.6.

"Normal
Trading" shall mean trading that occurs between 9:30 AM and 4:00 PM, New
York City Time, on any Business Day, and shall expressly exclude "after
hours" trading.

"Numeric Day" shall mean
the numerical day of the month of the Investment Date or the last day of the
calendar month in question, whichever is less.

"NYSE" shall have the meaning
set forth in Section 6.9.

"Offering"
shall mean the Companys offering of Common Stock and Warrants issued under
this Investment Agreement.

"Officers
Certificate" shall mean a certificate, signed by an officer of the
Company, to the effect that the representations and warranties of the Company
in this Agreement required to be true for the applicable Closing are true and
correct in all material respects and all of the conditions and limitations set
forth in this Agreement for the applicable Closing are satisfied.

"Opinion
of Counsel" shall mean, as applicable, the Investment Commitment Opinion
of Counsel, the Put Opinion of Counsel, and the Registration Opinion.

"Payment Due Date" shall
have the meaning set forth in Section 2.3.9.

"Pricing
Period" shall mean, unless otherwise shortened under the terms of this
Agreement, the period beginning on the Business Day immediately following the
Put Date and ending on and including the date which is 20 Business Days after
such Put Date.

"Pricing Period End Date"
shall mean the last Business Day of any Pricing Period.

"Principal
Market" shall mean the O.T.C.
Bulletin Board, the Nasdaq Small Cap Market, the Nasdaq National Market,
the American Stock Exchange or the New York Stock Exchange, whichever is at the
time the principal trading exchange or market for the Common Stock.

"Proceeding" shall have
the meaning as set forth Section 5.1.

"Purchase" shall have the
meaning set forth in Section 2.3.8.

"Put"
shall have the meaning set forth in Section 2.3.1(d).

"Put Closing" shall have
the meaning set forth in Section 2.3.9.

"Put Closing Date" shall
have the meaning set forth in Section 2.3.9.

"Put
Date" shall mean the date that is specified by the Company in any Put
Notice for which the Company intends to exercise a Put under Section 2.3.1,
unless the Put Date is postponed pursuant to the terms hereof, in which case
the "Put Date" is such postponed date.

"Put
Dollar Amount" shall be determined by multiplying the Put Share Amount by
the respective Put Share Prices with respect to such Put Shares, subject to the
limitations herein.

"Put Interruption Date"
shall have the meaning set forth in Section 2.3.4.

"Put Interruption Event"
shall have the meaning set forth in Section 2.3.4.

"Put Interruption Notice"
shall have the meaning set forth in Section 2.3.4.

"Put
Notice" shall have the meaning set forth in Section 2.3.1(d), the form of
which is attached hereto as Exhibit F.

"Put
Notice Confirmation" shall have the meaning set forth in Section 2.3.1(d),
the form of which is attached hereto as Exhibit G.

"Put
Opinion of Counsel" shall mean an opinion from Companys independent
counsel, in the form attached as Exhibit H, or such other form as agreed
upon by the parties, as to any Put Closing.

"Put Share Amount" shall
have the meaning as set forth Section 2.3.1(b).

"Put Share Price" shall
have the meaning set forth in Section 2.3.1(c).

"Put
Shares" shall mean shares of Common Stock that are purchased by the
Investor pursuant to a Put.

"Registrable
Securities" shall have the meaning as set forth in the Registration Rights
Agreement.

"Registration
Opinion" shall have the meaning set forth in Section 2.3.7(a), the form of
which is attached hereto as Exhibit N.

"Registration Opinion
Deadline" shall have the meaning set forth in Section 2.3.7(a).

"Registration
Rights Agreement" shall mean that certain registration rights agreement
entered into by the Company and Investor on even date herewith, in the form
attached hereto as Exhibit A, or such other form as agreed upon by the
parties.

"Registration
Statement" shall have the meaning as set forth in the Registration Rights
Agreement.

"Regulation D" shall have
the meaning set forth in the recitals hereto.

"Reporting Issuer" shall
have the meaning set forth in Section 6.2.

"Restrictive Legend"
shall have the meaning set forth in Section 4.7.

"Required Put Documents"
shall have the meaning set forth in Section 2.3.6.

"Right of First Refusal"
shall have the meaning set forth in Section 6.5.2.

"Risk
Factors" shall have the meaning set forth in Section 3.2.4, attached
hereto as Exhibit I.

"Schedule
of Exceptions" shall have the meaning set forth in Section 5, and is
attached hereto as Exhibit C.

"SEC" shall mean the
Securities and Exchange Commission.

"Securities"
shall mean this Investment Agreement, together with the Common Stock of the
Company, the Warrants and the Warrant Shares issuable pursuant to this
Investment Agreement.

"Share
Authorization Increase Approval" shall have the meaning set forth in
Section 5.25.

"Stockholder 20%
Approval" shall have the meaning set forth in Section 6.11.

"Supplemental
Registration Statement" shall have the meaning set forth in the
Registration Rights Agreement.

"Term"
shall mean the term of this Agreement, which shall be a period of time
beginning on the date of this Agreement and ending on the Termination Date.

"Termination
Date" shall mean the earlier of (i) the date that is three (3) years after the Effective Date, or (ii) the
date that is thirty (30) Business Days after the later of (a) the Put Closing
Date on which the sum of the aggregate Put Share Price for all Put Shares equal
the Maximum Offering Amount, (b) the date that the Company has delivered a
Termination Notice to the Investor,  (c)
the date of an Automatic Termination, and (d) the date that all of the Warrants
have been exercised.

"Termination Fee" shall
have the meaning as set forth in Section 2.6.

"Termination Notice"
shall have the meaning as set forth in Section 2.3.12.

"Third
Party Report" shall have the meaning set forth in Section 3.2.4.

"Trading
Volume " shall mean the volume of shares of the Companys Common Stock
that trade between 9:30 AM and 4:00 PM, New York City Time, on any Business
Day, and shall expressly exclude any shares trading during "after
hours" trading.

"Transaction Documents"
shall have the meaning set forth in Section 9.

"Transfer Agent" shall
have the meaning set forth in Section 6.10.

"Transfer Agent
Instructions" shall mean the Companys instructions to its transfer agent,
substantially in the form attached as Exhibit O, or such other form as
agreed upon by the parties.

"Trigger Price" shall
have the meaning set forth in Section 2.3.1(b).

"Unlegended
Share Certificates" shall mean a certificate or certificates (or electronically
delivered shares, as appropriate) (in denominations as instructed by Investor)
representing the shares of Common Stock to which the Investor is then entitled
to receive, registered in the name of Investor or its nominee (as instructed by
Investor) and not containing a restrictive legend or stop transfer order,
including but not limited to the Put Shares for the applicable Put and Warrant
Shares.

"Use
of Proceeds Schedule" shall have the meaning as set forth in Section
3.2.4, attached hereto as Exhibit K.

"Volume
Limitations" shall have the meaning set forth in Section 2.3.1(b).

"Warrant
Antidilution Agreement" shall mean that certain Warrant Antidilution
Agreement entered into by the Company and Investor on even date herewith, in
the form attached hereto as Exhibit O, or such other form as agreed upon
by the parties.

"Warrant Shares" shall
mean the Common Stock issued or issuable upon exercise of the Warrants.

"Warrants" shall mean the
Commitment Warrants.

2.          Purchase and Sale of Common Stock.

2.1        Offer
to Subscribe.

Subject
to the terms and conditions herein and the satisfaction of the conditions to
closing set forth in Sections 2.2 and 2.3 below, Investor hereby agrees to
purchase such amounts of Common Stock as the Company may, in its sole and
absolute discretion, from time to time elect to issue and sell to Investor
according to one or more Puts pursuant to Section 2.3 below.

2.2        Investment Commitment.

2.2.1  Investment Commitment Closing.  The closing of this Agreement (the
"Investment Commitment Closing") shall be deemed to occur when this
Agreement, the Registration Rights Agreement, the Commitment Warrant and the
Warrant Antidilution Agreement have been duly executed by both Investor and the
Company, the Transfer Agent Instructions have been duly executed by both the
Company and the Transfer Agent, and the other Conditions to Investment
Commitment Closing set forth in Section 2.2.2 below have been met.

2.2.2  Conditions to Investment Commitment Closing.  As a prerequisite to the Investment
Commitment Closing, all of the following (the "Conditions to Investment
Commitment Closing") shall have been satisfied prior to or concurrently
with the Companys execution and delivery of this Agreement:

(a)          
the following documents shall have been delivered to the Investor: (i)
the Registration Rights Agreement (executed by the Company and Investor), (ii)
the Commitment Warrant, (iii) the Warrant Antidilution Agreement (executed by
the Company and Investor), (iv) the Transfer Agent Instructions (executed by
the Company and the Transfer Agent), and (v) a Secretary's Certificate as to
(A) the resolutions of the Company's board of directors authorizing this
transaction, (B) the Company's Certificate of Incorporation, and (C) the
Company's Bylaws;

(b)         
this Investment Agreement, accepted by the Company, shall have been
received by the Investor;

(c)         the
Companys Common Stock shall be listed for trading and actually trading on the O.T.C. Bulletin Board, the Nasdaq
Small Cap Market, the Nasdaq National Market, the American Stock Exchange or
the New York Stock Exchange;

(d)         
other than continuing losses described in the Risk Factors set forth in
the Disclosure Documents (provided for in Section 3.2.4), up through the
Investment Commitment Closingthere have been no material adverse
changes in the Companys business prospects or financial condition since the
date of the last balance sheet included in the Disclosure Documents, including
but not limited to incurring material liabilities; and

(e)          
the representations and warranties of the Company in this Agreement
shall be true and correct in all material respects and the Conditions to
Investment Commitment Closing set forth in this Section 2.2.2 shall have been
satisfied on the date of such Investment Commitment Closing; and the Company
shall deliver an Officers Certificate, signed by an officer of the Company, to
such effect to the Investor.

2.3  Puts of Common Shares to the Investor.

2.3.1  Procedure  to
Exercise a Put. Subject to the Individual Put Limit, the Maximum
Offering Amount and the Cap Amount (if applicable), and the other conditions
and limitations set forth in this Agreement, at any time beginning on the date
on which the Registration Statement is declared effective by the SEC (the
"Effective Date"), the Company may, in its sole and absolute
discretion, elect to exercise one or more Puts according to the following
procedure, provided that each subsequent Put Date after the first Put Date
shall be no sooner than five (5) Business Days following the preceding Pricing
Period End Date:

(a)  Delivery of Advance Put Notice.  At least ten (10) Business Days but not more
than twenty (20) Business Days prior to any intended Put Date, the Company
shall deliver advance written notice (the "Advance Put Notice," the
form of which is attached hereto as Exhibit D, the date of such Advance
Put Notice being the "Advance Put Notice Date") to Investor stating
the Put Date for which the Company shall, subject to the limitations and
restrictions contained herein, exercise a Put and stating the number of shares
of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar
Amount) which the Company intends to sell to the Investor for the Put (the
"Intended Put Share Amount").

The
Company may, at its option, also designate in any Advance Put Notice (i) a
maximum dollar amount of Common Stock, not to exceed $2,000,000, which it shall
sell to Investor during the Put (the "Company Designated Maximum Put
Dollar Amount") and/or (ii) a minimum purchase price per Put Share at
which the Investor may purchase shares of Common Stock pursuant to such Put
Notice (a "Company Designated Minimum Put Share Price").  The Company Designated Minimum Put Share
Price, if applicable, shall be no greater than the lesser of (i) 80% of the
Closing Bid Price of the Companys common stock on the Business Day immediately
preceding the Advance Put Notice Date, or (ii) the Closing Bid Price of the
Companys common stock on the Business Day immediately preceding the Advance
Put Notice Date minus $0.125.
The Company may decrease (but not increase) the Company Designated Minimum Put
Share Price for a Put at any time by giving the Investor written notice of such
decrease not later than 12:00 Noon, New York City time, on the Business Day
immediately preceding the Business Day that such decrease is to take effect.  A decrease in the Company Designated Minimum
Put Share Price shall have no retroactive effect on the determination of
Trigger Prices and Excluded Days for days preceding the Business Day that such
decrease takes effect, provided that the Put Share Price for all shares in a
Put shall be calculated using the lowest Company Designated Minimum Put Share
Price, as decreased.

Notwithstanding
the above, if, at the time of delivery of an Advance Put Notice, more than two
(2) Calendar Months have passed since the date of the previous Put Closing,
such Advance Put Notice shall provide at least twenty (20) Business Days notice
of the intended Put Date, unless waived in writing by the Investor.  In order to effect delivery of the Advance
Put Notice, the Company shall (i) send the Advance Put Notice by facsimile on
such date so that such notice is received by the Investor by 6:00 p.m., New
York, NY time, and (ii) surrender such notice on such date to a courier for
overnight delivery to the Investor (or two (2) day delivery in the case of an
Investor residing outside of the U.S.). Upon receipt by the Investor of a
facsimile copy of the Advance Put Notice, the Investor shall, within two (2)
Business Days, send, via facsimile, a confirmation of receipt (the
"Advance Put Notice Confirmation," the form of which is attached
hereto as Exhibit E) of the Advance Put Notice to the Company specifying
that the Advance Put Notice has been received and affirming the intended Put
Date and the Intended Put Share Amount.

(b)  Put Share Amount. The "Put Share
Amount" is the number of shares of Common Stock that the Investor shall be
obligated to purchase in a given Put, and shall equal the lesser of (i) the
Intended Put Share Amount, and (ii) the Individual Put Limit.  The "Individual Put Limit" shall
equal the lesser of (A) 1,500,000 shares, (B) 15% of the sum of the aggregate daily reported Trading Volumes in
the outstanding Common Stock on the Companys Principal Market, excluding any
block trades that exceed the Maximum Block Trade Amount (as defined below), for
all Evaluation Days (as defined below) in the Pricing Period, (C) the number of
Put Shares which, when multiplied by their respective Put Share Prices, equals
the Maximum Put Dollar Amount, and (D) the 9.9% Limitation, but in no event
shall the Individual Put Limit exceed 15%
of the sum of the aggregate daily reported Trading Volumes in the outstanding
Common Stock on the Companys Principal Market, excluding any block trades that
exceed the Maximum Block Trade Amount (as defined below), for the twenty (20)
Business Days immediately preceding the Advance Put Notice Date (this
limitation, together with the limitations in (A) and (B) immediately above are
collectively referred to herein as the "Volume Limitations"). Company
agrees not to trade Common Stock or arrange for Common Stock to be traded for
the purpose of artificially increasing the Volume Limitations.

For
purposes of this Agreement:

"Maximum
Block Trade Amount" shall mean the greater of (i) 20,000 shares of Common
Stock, or (ii) $20,000 worth of
Common Stock.

"Trigger
Price" for any Pricing Period shall mean the greater of (i) the Company
Designated Minimum Put Share Price, plus $0.075, or (ii) the Company Designated Minimum Put Share Price
divided by .93.

An
"Excluded Day" shall mean each Business Day during a Pricing Period
where the lowest intra-day trading price of the Common Stock is less than the
Trigger Price and each Business Day defined in Section 2.3.4 as an
"Excluded Day".

An
"Evaluation Day" shall mean each Business Day during a Pricing Period
that is not an Excluded Day.

(c)  Put Share Price.  The purchase price for the Put Shares (the
"Put Share Price") shall equal the lesser of (i) the Market Price for
such Put, minus $0.075, or (ii) 93% of the Market Price for such Put,
but shall in no event be less than the Company Designated Minimum Put Share
Price for such Put, if applicable.

(d)  Delivery of Put Notice.  After delivery of an Advance Put Notice, on
the Put Date specified in the Advance Put Notice the Company shall deliver
written notice (the "Put Notice," the form of which is attached
hereto as Exhibit F) to Investor stating (i) the Put Date, (ii) the
Intended Put Share Amount as specified in the Advance Put Notice (such exercise
a "Put"), (iii) the Company Designated Maximum Put Dollar Amount (if
applicable), and (iv) the Company Designated Minimum Put Share Price (if
applicable).   In order to effect
delivery of the Put Notice, the Company shall (i) send the Put Notice by
facsimile on the Put Date so that such notice is received by the Investor by
6:00 p.m., New York, NY time, and (ii) surrender such notice on the Put Date to
a courier for overnight delivery to the Investor (or two (2) day delivery in
the case of an Investor residing outside of the U.S.).  Upon receipt by the Investor of a facsimile
copy of the Put Notice, the Investor shall, within two (2) Business Days, send,
via facsimile, a confirmation of receipt (the "Put Notice
Confirmation," the form of which is attached hereto as Exhibit G)
of the Put Notice to Company specifying that the Put Notice has been received
and affirming the Put Date and the Intended Put Share Amount.

(e)  Delivery of Required Put Documents.
On or before the Put Date for such Put, the Company shall deliver the Required
Put Documents (as defined in Section 2.3.6 below) to the Investor (or to an
agent of Investor, if Investor so directs). 
Unless otherwise specifically requested by the Investor, the Put Shares
shall be transmitted electronically pursuant to the Depository Trust Company
DWAC system or such other electronic delivery system as the Investor shall
request.  If the Company has not
delivered all of the Required Put Documents to the Investor on or before the
Put Date, the Put shall be automatically cancelled, (an "Impermissible Put
Cancellation") and the Company shall pay the Investor $5,000 for its
reasonable due diligence expenses incurred in preparation for the cancelled Put
and the Company may deliver an Advance Put Notice for the subsequent Put no
sooner than ten (10) Business Days after the date that such Put was
cancelled.  Also, in the event of a Put
Interruption Notice that occurs prior to the Put Date, the Company shall pay
the Investor $5,000 for its reasonable due diligence expenses incurred in
preparation for the interrupted Put.

(f)  Limitation on Investor's Obligation to
Purchase Shares. Notwithstanding anything to the contrary in this
Agreement, in no event shall the Investor be required to purchase, and an
Intended Put Share Amount may not include, an amount of Put Shares, which when
added to the number of Put Shares acquired by the Investor pursuant to this
Agreement during the 61 days preceding the Put Date with respect to which this
determination of the permitted Intended Put Share Amount is being made, would
exceed 9.9% of the number of shares of Common Stock outstanding (on a fully
diluted basis, to the extent that inclusion of unissued shares is mandated by
Section 13(d) of the Exchange Act) on the Put Date for such Pricing Period, as
determined in accordance with Section 13(d) of the Exchange Act (the
"Section 13(d) Outstanding Share Amount").  Each Put Notice shall include a representation of the Company as
to the Section 13(d) Outstanding Share Amount on the related Put Date. In the
event that the Section 13(d) Outstanding Share Amount is different on any date
during a Pricing Period than on the Put Date associated with such Pricing
Period, then the number of shares of Common Stock outstanding on such date
during such Pricing Period shall govern for purposes of determining whether the
Investor, when aggregating all purchases of Shares made pursuant to this
Agreement in the 61 calendar days preceding such date, would have acquired more
than 9.9% of the Section 13(d) Outstanding Share Amount.  The limitation set forth in this Section
2.3.1(f) is referred to as the "9.9% Limitation."

2.3.2  Termination of Right to Put.   The Companys right to initiate subsequent
Puts to the Investor shall terminate permanently (each, an "Automatic
Termination") upon the occurrence of any of the following:

(a)  if, at any time, either the Company or any
director or executive officer of the Company has engaged in a transaction or
conduct related to the Company that has resulted in (i) a Securities and
Exchange Commission enforcement action, or (ii) a civil judgment or criminal
conviction for fraud or misrepresentation, or for any other offense that, if
prosecuted criminally, would constitute a felony under applicable law;

(b)  on any date after a cumulative time period
or series of time periods, consisting only of Ineffective Periods and Delisting
Events, that lasts for an aggregate of four (4) months;

(c)  if at any time the Company has filed for
and/or is subject to any bankruptcy, insolvency, reorganization or liquidation
proceedings or other proceedings for relief under any bankruptcy law or any law
for the relief of debtors instituted by or against the Company or any
subsidiary of the Company;

(d)  after the sooner of (i) the date that is
three (3) years after the Effective
Date, or (ii) the Put Closing Date on which the aggregate of the Put
Dollar Amounts for all Puts equal the Maximum Offering Amount (the
"Commitment Period");

(e)  the Company has breached any covenant in
Section 6, or Section 9 hereof; or

(f)  if no Registration Statement has been
declared effective by the date that is one (1) year after the date of this
Agreement, the Automatic Termination shall occur on the date that is one (1)
year after the date of this Agreement.

2.3.3  Maximum Offering Amount.  The Investor shall not be obligated to
purchase any additional Put Shares once the aggregate Put Dollar Amount paid by
Investor equals the Maximum Offering Amount.

2.3.4  Put
Interruption.  Once the
Company delivers an Advance Put Notice to the Investor, the Company may not
cancel the Put.  In the event of a
"Put Interruption Event" (as defined below) during any Pricing
Period, then (A) the Company shall notify the Investor in writing (a "Put
Interruption Notice") as soon as possible by facsimile and overnight
courier, but no later than the end of the Business Day in which the Company
becomes aware of such facts, (B) the Pricing Period shall be extended or
shortened, as applicable, such that the Pricing Period End Date is the tenth
(10th) Business Day after the date of such Put Interruption Notice
from the Company (the "Put Interruption Date"), (C) each Business Day
from and including the Put Interruption Date through and including the Pricing
Period End Date for the applicable Put (as extended or shortened, if
applicable), shall be considered to be an "Excluded Day," as that
term is used in this Agreement, and (D) the Company Designated Minimum Put
Share Price, if any, shall not apply to the affected Put.   In the event that a Put Interruption Event
occurs after an Advance Put Notice Date, but before the applicable Put Date,
that Put shall be deemed to be terminated, and the Company may deliver an
Advance Put Notice for a new Put anytime beginning on the following Business
Day, if otherwise allowed under this Agreement.  A "Put Interruption Event" shall mean any of the
following: (i) an Automatic Termination, (ii) the failure of one of the items
specified in Section 2.3.5 below to be true and correct on any day during and
Extended Pricing Period, or (iii) the occurrence of one of the following
events:

(a)  the Company has announced a subdivision or combination,
including a reverse split, of its Common Stock or has subdivided or combined
its Common Stock;

(b)  the Company has paid a dividend of its
Common Stock or has made any other distribution of its Common Stock;

(c)  the Company has made a distribution of all
or any portion of its assets or evidences of indebtedness to the holders of its
Common Stock;

(d)  a Major Transaction has occurred; or

(e)  the Company discovers the existence of
Material Facts or any Ineffective Period or Delisting Event occurs.

2.3.5  Conditions Precedent to the Right of the Company to
Deliver an Advance Put Notice or a Put Notice.The right of the Company to deliver an Advance Put Notice or
a Put Notice is subject to the satisfaction, on the date of delivery of such
Advance Put Notice or Put Notice, of each of the following conditions:

(a)         the Companys Common Stock shall be
listed for and actively trading on the O.T.C.
Bulletin Board, the Nasdaq Small Cap Market, the Nasdaq National Market
or the New York Stock Exchange and the Put Shares shall be so listed, and to
the Companys knowledge there is no notice of any suspension or delisting with
respect to the trading of the shares of Common Stock on such market or
exchange;(b)        the Company shall have satisfied any and
all obligations pursuant to the Registration Rights Agreement, including, but
not limited to, the filing of the Registration Statement with the SEC with
respect to the resale of all Registrable Securities and the requirement that
the Registration Statement shall have been declared effective by the SEC for
the resale of all Registrable Securities and the Company shall have satisfied
and shall be in compliance with any and all obligations pursuant to this
Agreement and the Warrants;(c)         the representations and warranties of
the Company in Sections 5.1, 5.3, 5.4, 5.5, 5.6, 5.10, 5.13, 5.14, 5.15, 5.16,
5.18, 5.19, 5.21, and 5.25 hereof are true and correct in all material respects
as if made on such date, the Company has satisfied its obligations under
Section 2.6 hereof and the conditions to Investors obligations set forth in
this Section 2.3.5 are satisfied as of such Closing, and the Company shall
deliver a certificate, signed by an officer of the Company, to such effect to
the Investor;(d)        the Company shall have authorized and
reserved for issuance a sufficient number of Common Shares for the purpose of
enabling the Company to satisfy any obligation to issue Common Shares pursuant
to any Put and to effect exercise of the Warrants;(e)         the Registration
Statement is not subject to an Ineffective Period as defined in the
Registration Rights Agreement, the prospectus included therein is current and
deliverable, and to the Companys knowledge there is no notice of any
investigation or inquiry concerning any stop order with respect to the
Registration Statement;(f)         if the Aggregate Issued Shares after
the Closing of the Put would exceed the Cap Amount, the Company shall have
obtained the Stockholder 20% Approval as specified in Section 6.11, if the Companys
Common Stock is listed on the NASDAQ Small Cap Market or the NASDAQ National
Market System (the "NMS"), and such approval is required by the rules
of the NASDAQ;(g)        the Company shall have no knowledge of
any event that, in the Companys opinion, is more likely than not to have the
effect of causing any Registration Statement to be suspended or otherwise
ineffective (which event is more likely than not to occur within the thirty
Business Days following the date on which such Advance Put Notice and Put
Notice is deemed delivered);(h)        there is not then in effect any law,
rule or regulation prohibiting or restricting the transactions contemplated
hereby, or requiring any consent or approval which shall not have been
obtained, nor is there any pending or threatened proceeding or investigation
which may have the effect of prohibiting or adversely affecting any of the
transactions contemplated by this Agreement;(i)          no statute, rule, regulation,
executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or adopted by any court or governmental authority of competent
jurisdiction that prohibits the transactions contemplated by this Agreement,
and no actions, suits or proceedings shall be in progress, pending or
threatened by any person (other than
the Investor or any affiliate of the Investor), that seek to enjoin or
prohibit the transactions contemplated by this Agreement.  For purposes of this paragraph (i), no
proceeding shall be deemed pending or threatened unless one of the parties has
received written or oral notification thereof prior to the applicable Closing
Date;(j)          the Put Shares delivered to the
Investor are DTC eligible and can be immediately converted into electronic
form;(k)         the Company shall have obtained all permits
and qualifications (if any) required by any state securities laws or Blue Sky
laws for the offer and sale of the Common Stock to the Investor and by the
Investor or shall have the availability of exemptions therefrom; and(l)          the Put
Shares shall have been delivered to the Depository Trust Company DWAC account
specified by the Investor for the Put Shares.2.3.6  Documents Required to be Delivered on the Put Date as
Conditions to Closing of any Put. 
The Closing of any Put and Investors obligations hereunder shall
additionally be conditioned upon the delivery to the Investor of each of the
following (the "Required Put Documents") on or before the applicable
Put Date:

(a)  a number of DWAC Put Shares equal to the
Intended Put Share Amount shall have been delivered to the Depository Trust
Company DWAC account specified by the Investor for the Put Shares (unless the
Investor has requested physical stock certificates, in writing, in which case
the Company shall have delivered to the Investor a number of physical
Unlegended Share Certificates equal to the Intended Put Share Amount, in
denominations of not more than 50,000 shares per certificate);

(b)
the following documents: Put Opinion of Counsel, Officers Certificate, Put
Notice, Registration Opinion, and any report or disclosure required under
Section 2.3.7 or Section 2.5; and

(c)
all documents, instruments and other writings required to be delivered on or
before the Put Date pursuant to any provision of this Agreement in order to
implement and effect the transactions contemplated herein.

2.3.7  Accountants Letter and Registration Opinion.

(a)
The Company shall have caused to be delivered to the Investor, (i) whenever
required by Section 2.3.7(b) or by Section 2.5.3, and (ii) on the date that is
three (3) Business Days prior to each Put Date (the "Registration Opinion
Deadline"), an opinion of the Company's independent counsel, in
substantially the form of Exhibit N (the "Registration
Opinion"), addressed to the Investor stating, inter alia, that no facts
("Material Facts") have come to such counsel's attention that have
caused it to believe that the Registration Statement is subject to an
Ineffective Period or to believe that the Registration Statement, any
Supplemental Registration Statement (as each may be amended, if applicable),
and any related prospectuses, contain an untrue statement of material fact or
omits a material fact required to make the statements contained therein, in
light of the circumstances under which they were made, not misleading. If a
Registration Opinion cannot be delivered by the Company's independent counsel
to the Investor on the Registration Opinion Deadline due to the existence of
Material Facts or an Ineffective Period, the Company shall promptly notify the
Investor and as promptly as possible amend each of the Registration Statement
and any Supplemental Registration Statements, as applicable, and any related
prospectus or cause such Ineffective Period to terminate, as the case may be,
and deliver such Registration Opinion and updated prospectus as soon as
possible thereafter.  If at any time
after a Put Notice shall have been delivered to Investor but before the related
Pricing Period End Date, the Company acquires knowledge of such Material Facts
or any Ineffective Period occurs, the Company shall promptly notify the
Investor and shall deliver a Put Interruption Notice to the Investor pursuant
to Section 2.3.4 by facsimile and overnight courier by the end of that Business
Day.

(b)        (i) 
the Company shall engage its independent auditors to perform the
procedures in accordance with the provisions of Statement on Auditing Standards
No. 71, as amended, as agreed to by the parties hereto, and reports thereon
(the "Bring Down Cold Comfort Letters") as shall have been reasonably
requested by the Investor with respect to certain financial information
contained in the Registration Statement and shall have delivered to the
Investor such a report addressed to the Investor, on the date that is three (3)
Business Days prior to each Put Date.

(ii)  in the event that the Investor shall have
requested delivery of an Agreed Upon Procedures Report pursuant to Section
2.5.3, the Company shall engage its independent auditors to perform certain
agreed upon procedures and report thereon as shall have been reasonably
requested by the Investor with respect to certain financial information of the
Company and the Company shall deliver to the Investor a copy of such report
addressed to the Investor.  In the event
that the report required by this Section 2.3.7(b) cannot be delivered by the
Company's independent auditors, the Company shall, if necessary, promptly
revise the Registration Statement and the Company shall not deliver a Put
Notice until such report is delivered.

2.3.8  Investors Obligation and Right to Purchase Shares.    Subject to the conditions set forth in
this Agreement, following the Investor's receipt of a validly delivered Put
Notice, the Investor shall be required to purchase (each a
"Purchase") from the Company a number of Put Shares equal to the Put
Share Amount, in the manner described below.

2.3.9  Mechanics of Put Closing. Each of the
Company and the Investor shall deliver all documents, instruments and writings
required to be delivered by either of them pursuant to this Agreement at or
prior to each Closing.  Subject to such
delivery and the satisfaction of the conditions set forth in this Section 2,
the closing of the purchase by the Investor of Shares shall occur by 5:00 PM,
New York City Time, on the date which is five (5) Business Days following the
applicable Pricing Period End Date (the "Payment Due Date") at the
offices of Investor.  On each or before
each Payment Due Date, the Investor shall deliver to the Company, in the manner
specified in Section 8 below, the Put Dollar Amount to be paid for such Put
Shares, determined as aforesaid, less any Non-Usage Fees that are due and
unpaid by the Company.  The closing
(each a "Put Closing") for each Put shall occur on the date that both
(i) the Company has delivered to the Investor all Required Put Documents,and
(ii) the Investor has delivered to the Company such Put Dollar Amount and any
Late Payment Amount, if applicable (each a "Put Closing Date").

If
the Investor does not deliver to the Company the Put Dollar Amount for such Put
Closing on or before the Payment Due Date, then the Investor shall pay to the
Company, in addition to the Put Dollar Amount, an amount (the "Late
Payment Amount") at a rate of X% per month, accruing daily, multiplied by
such Put Dollar Amount, where "X" equals one percent (1%) for the
first month following the date in question, and increases by an additional one
percent (1%) for each month that passes after the date in question, up to a
maximum of five percent (5%) per month; provided, however, that in no event
shall the amount of interest that shall become due and payable hereunder exceed
the maximum amount permissible under applicable law.

2.3.10  Limitation on Short Sales.  The Investor and its affiliates shall not
engage in short sales of the Company's Common Stock; provided, however, that
the Investor may enter into any short exempt sale or any short sale or other
hedging or similar arrangement it deems appropriate with respect to Put Shares
after it receives a Put Notice with respect to such Put Shares so long as such
sales or arrangements do not involve more than the number of such Put Shares
specified in the Put Notice.

2.3.11  Cap Amount.  If the Company becomes
listed on the Nasdaq Small Cap Market or the Nasdaq National Market, then,
unless the Company has obtained Stockholder 20% Approval as set forth in
Section 6.11 or unless otherwise permitted by Nasdaq, in no event shall the
Aggregate Issued Shares exceed the maximum number of shares of Common Stock
(the "Cap Amount") that the Company can, without stockholder
approval, so issue pursuant to Nasdaq
Rule 4460(i)(1)(d)(ii) (or any other applicable Nasdaq Rulesor
any successor rule) (the
"Nasdaq 20% Rule").

2.3.12  Investment Agreement Termination.   The Company may terminate (a "Company
Termination") its right to initiate future Puts by providing written
notice ("Termination Notice") to the Investor, by facsimile and
overnight courier, at any time other than during an Extended Put Period,
provided that such termination shall have no effect on the parties other
rights and obligations under this Agreement, the Registration Rights Agreement
or the Warrants.  Notwithstanding the
above, any Put Interruption Notice occurring during an Extended Put Period is
governed by Section 2.3.4.

2.3.13  Return of Excess Common Shares.In the event that the number of
Shares purchased by the Investor pursuant to its obligations hereunder is less
than the Intended Put Share Amount, the Investor shall promptly return to the
Company any shares of Common Stock in the Investors possession that are not
being purchased by the Investor.

2.4  Warrants.

2.4.1     Commitment Warrants.In partial consideration hereof,
following the execution of the Letter of Agreement dated on or about May 5, 2000 between the Company and the Investor, the Company
issued and delivered to Investor warrants in the form attached hereto as Exhibit
P1, or such other form as agreed upon by the parties, to purchase 490,000 shares of Common Stock and
on or about the date of execution of this Investment Agreement the Company
issued and delivered to Investor warrants in the form attached hereto as Exhibit
P2, or such other form as agreed upon by the parties, to purchase 5,390,000 shares of Common Stock
(collectively, the warrants described in this sentence are referred to as the
"Commitment Warrants").   Each
Commitment Warrant shall be immediately
exercisable in accordance with its terms, and shall have a term
beginning on the date of issuance and ending on date that is five (5) years
thereafter.  The Warrant Shares shall be
registered for resale pursuant to the Registration Rights Agreement. The
Investment Commitment Opinion of Counsel shall cover the issuance of the Commitment
Warrant and the issuance of the common stock upon exercise of the Commitment
Warrant.

Notwithstanding
any Termination or Automatic Termination of this Agreement, regardless of
whether or not the Registration Statement is or is not filed, and regardless of
whether or not the Registration Statement is or is not declared effective by
the SEC, the Investor shall retain full ownership of the Commitment Warrant as
partial consideration for its commitment hereunder.

2.4.2  [Intentionally Left Blank].

2.5        Due Diligence Review. 
  The Company shall make available for
inspection and review by the Investor (the "Due Diligence Review"),
advisors to and representatives of the Investor (who may or may not be
affiliated with the Investor and who are reasonably acceptable to the Company),
any underwriter participating in any disposition of Common Stock on behalf of
the Investor pursuant to the Registration Statement, any Supplemental
Registration Statement,or amendments or supplements thereto or
any blue sky, NASD or other filing, all financial and other records, all
filings with the SEC, and all other corporate documents and properties of the
Company as may be reasonably necessary for the purpose of such review, and
cause the Company's officers, directors and employees to supply all such information
reasonably requested by the Investor or any such representative, advisor or
underwriter in connection with such Registration Statement (including, without
limitation, in response to all questions and other inquiries reasonably made or
submitted by any of them), prior to and from time to time after the filing and
effectiveness of the Registration Statement for the sole purpose of enabling
the Investor and such representatives, advisors and underwriters and their
respective accountants and attorneys to conduct initial and ongoing due
diligence with respect to the Company and the accuracy of the Registration
Statement.

2.5.1  Treatment of Nonpublic Information.The Company shall not disclose
nonpublic information to the Investor or to its advisors or representatives
unless prior to disclosure of such information the Company identifies such
information as being nonpublic information and provides the Investor and such
advisors and representatives with the opportunity to accept or refuse to accept
such nonpublic information for review. The Company may, as a condition to
disclosing any nonpublic information hereunder, require the Investor and its
advisors and representatives to enter into a confidentiality agreement
(including an agreement with such advisors and representatives prohibiting them
from trading in Common Stock during such period of time as they are in
possession of nonpublic information) in form reasonably satisfactory to the
Company and the Investor.

Nothing
herein shall require the Company to disclose nonpublic information to the
Investor or its advisors or representatives, and the Company represents that it
does not disseminate nonpublic information to any investors who purchase stock
in the Company in a public offering, to money managers or to securities
analysts, provided, however, that notwithstanding anything herein to the
contrary, the Company will, as hereinabove provided, immediately notify the
advisors and representatives of the Investor and, if any, underwriters, of any
event or the existence of any circumstance (without any obligation to disclose
the specific event or circumstance) of which it becomes aware, constituting
nonpublic information (whether or not requested of the Company specifically or
generally during the course of due diligence by and such persons or entities),
which, if not disclosed in the Prospectus included in the Registration
Statement, would cause such Prospectus to include a material misstatement or to
omit a material fact required to be stated therein in order to make the
statements therein, in light of the circumstances in which they were made, not
misleading.  Nothing contained in this
Section 2.5 shall be construed to mean that such persons or entities other than
the Investor (without the written consent of the Investor prior to disclosure
of such information) may not obtain nonpublic information in the course of
conducting due diligence in accordance with the terms of this Agreement;
provided, however, that in no event shall the Investor's advisors or representatives
disclose to the Investor the nature of the specific event or circumstances
constituting any nonpublic information discovered by such advisors or
representatives in the course of their due diligence without the written
consent of the Investor prior to disclosure of such information.

2.5.2  Disclosure of Misstatements and Omissions.The
Investor's advisors or representatives shall make complete disclosure to the
Investor's counsel of all events or circumstances constituting nonpublic
information discovered by such advisors or representatives in the course of
their due diligence upon which such advisors or representatives form the
opinion that the Registration Statement contains an untrue statement of a
material fact or omits a material fact required to be stated in the
Registration Statement or necessary to make the statements contained therein,
in the light of the circumstances in which they were made, not misleading.  Upon receipt of such disclosure, the Investor's
counsel shall consult with the Company's independent counsel in order to
address the concern raised as to the existence of a material misstatement or
omission and to discuss appropriate disclosure with respect thereto; provided,
however, that such consultation shall not constitute the advice of the
Company's independent counsel to the Investor as to the accuracy of the
Registration Statement and related Prospectus.

2.5.3  Procedure if Material Facts are Reasonably Believed
to be Untrue or are Omitted. 
In the event after such consultation the Investor or the Investor's
counsel reasonably believes that the Registration Statement contains an untrue
statement of a material fact or omits a material fact required to be stated in
the Registration Statement or necessary to make the statements contained
therein, in light of the circumstances in which they were made, not misleading,

(a)  the Company shall file with the SEC an
amendment to the Registration Statement responsive to such alleged untrue
statement or omission and provide the Investor, as promptly as practicable,
with copies of the Registration Statement and related Prospectus, as so
amended, or

(b)  if
the Company disputes the existence of any such material misstatement or
omission, (i) the Company's independent counsel shall provide the Investor's
counsel with a Registration Opinion and (ii) in the event the dispute relates
to the adequacy of financial disclosure and the Investor shall reasonably
request, the Company's independent auditors shall provide to the Company a
letter ("Agreed Upon Procedures Report") outlining the performance of
such "agreed upon procedures" as shall be reasonably requested by the
Investor and the Company shall provide the Investor with a copy of such letter.

2.6  Commitment Payments.

On
the last Business Day of each twelve (12) Calendar Month period following the Effective Date(each such period a
"Commitment Evaluation Period"), if the Company has not sold at least
$1,000,000 in aggregate Put Dollar Amount worth of Put Shares during that
Commitment Evaluation Period, the Company, in consideration of Investors
commitment costs, including, but not limited to, due diligence expenses, shall
pay to the Investor an amount (the "Non-Usage Fee") equal to the
difference of (i) $100,000, minus (ii) 10% of the aggregate Put Dollar Amount
of the Put Shares purchased by the Investor during that Commitment Evaluation
Period.  In the event that the Company
delivers a Termination Notice to the Investor or an Automatic Termination
occurs, the Company shall pay to the Investor (the "Termination Fee")
the greater of (i) the Non-Usage Fee for the applicable Commitment Evaluation
Period, or (ii) the difference of (x) $100,000, minus (y) 10% of the aggregate
Put Dollar Amount of the Put Shares purchased by the Investor during all Puts
to date, and the Company shall not be required to pay the Non-Usage Fee
thereafter.

Each
Non-Usage Fee or Termination Fee is payable, in cash or Common Stock (in the
manner described below), at the Companys option, within five (5) business days
of the date it accrued.  If such payment
is made in restricted and unregistered Common Stock, the Company shall deliver
to the Investor a number of shares of Common Stock equal to 150% of the amount
of the Non-Usage Fee or Termination Fee that is then payable, divided by the
lowest closing price of the Companys Common Stock for the five (5) Business
Days immediately preceding the date of delivery of such shares to the Investor.
The Company shall not be required to deliver any payments to Investor under
this subsection until Investor has paid all Put Dollar Amounts that are then
due.

2.7  Commitment Opinion.

Within
forty five (45) days of the date hereof, but not later than the date that the
Company files a Registration Statement pursuant to the Registration Rights
Agreement, the Company shall deliver an Investment Commitment Opinion of
Counsel (signed by the Companys counsel) to the Investor.

3.          Representations, Warranties and Covenants of Investor.
Investor hereby represents and warrants to and agrees with the Company as
follows:

3.1  Accredited Investor.  Investor is an accredited investor
("Accredited Investor"), as defined in Rule 501 of Regulation D, and
has checked the applicable box set forth in Section 10 of this Agreement.

3.2  Investment Experience; Access to
Information; Independent Investigation.

3.2.1  Access to Information.  Investor or Investors professional advisor
has been granted the opportunity to ask questions of and receive answers from
representatives of the Company, its officers, directors, employees and agents
concerning the terms and conditions of this Offering, the Company and its
business and prospects, and to obtain any additional information which Investor
or Investors professional advisor deems necessary to verify the accuracy and
completeness of the information received.

3.2.2  Reliance on Own Advisors.  Investor has relied completely on the advice
of, or has consulted with, Investors own personal tax, investment, legal or
other advisors and has not relied on the Company or any of its affiliates,
officers, directors, attorneys, accountants or any affiliates of any thereof
and each other person, if any, who controls any of the foregoing, within the
meaning of Section 15 of the Act for any tax or legal advice (other than
reliance on information in the Disclosure Documents as defined in Section 3.2.4
below and on the Opinion of Counsel). 
The foregoing, however, does not limit or modify Investors right to
rely upon covenants, representations and warranties of the Company in this
Agreement.

3.2.3

Capability to Evaluate.  Investor has such knowledge and experience
in financial and business matters so as to enable such Investor to utilize the
information made available to it in connection with the Offering in order to
evaluate the merits and risks of the prospective investment, which are
substantial, including without limitation those set forth in the Disclosure
Documents (as defined in Section 3.2.4 below).

3.2.4  Disclosure Documents.  Investor, in making Investors investment
decision to subscribe for the Investment Agreement hereunder, represents that
(a) Investor has received and had an opportunity to review (i) the Companys
Annual Report on Form 10-KSB for the year ended December 31, 1999, (ii) the Companys
quarterly report on Form 10-QSB for the quarters ended June 30, 2000, and
September 30, 2000, (iii) the Risk Factors, attached as Exhibit I, (the
"Risk Factors") (iv) the Capitalization Schedule, attached as Exhibit
J, (the "Capitalization Schedule") and (v) the Use of Proceeds
Schedule, attached as Exhibit K, (the "Use of Proceeds
Schedule"); (b) Investor has read, reviewed, and relied solely on the
documents described in (a) above, the Companys representations and warranties
and other information in this Agreement, including the exhibits, documents
prepared by the Company which have been specifically provided to Investor in
connection with this Offering (the documents described in this Section 3.2.4
(a) and (b) are collectively referred to as the "Disclosure
Documents"), and an independent investigation made by Investor and
Investors representatives, if any; (c) Investor has, prior to the date of this
Agreement, been given an opportunity to review material contracts and documents
of the Company which have been filed as exhibits to the Companys filings under
the Act and the Exchange Act and has had an opportunity to ask questions of and
receive answers from the Companys officers and directors; and (d) is not
relying on any oral representation of the Company or any other person, nor any
written representation or assurance from the Company other than those contained
in the Disclosure Documents or incorporated herein or therein.  The foregoing, however, does not limit or
modify Investors right to rely upon covenants, representations and warranties
of the Company in Sections 5 and 6 of this Agreement.  Investor acknowledges and agrees that the Company has no
responsibility for, does not ratify, and is under no responsibility whatsoever
to comment upon or correct any reports, analyses or other comments made about
the Company by any third parties, including, but not limited to, analysts
research reports or comments (collectively, "Third Party Reports"),
and Investor has not relied upon any Third Party Reports in making the decision
to invest.

3.2.5  Investment Experience; Fend for Self.  Investor has substantial experience in
investing in securities and it has made investments in securities other than
those of the Company.  Investor
acknowledges that Investor is able to fend for Investors self in the
transaction contemplated by this Agreement, that Investor has the ability to
bear the economic risk of Investors investment pursuant to this Agreement and
that Investor is an "Accredited Investor" by virtue of the fact that
Investor meets the investor qualification standards set forth in Section 3.1
above.  Investor has not been organized
for the purpose of investing in securities of the Company, although such investment
is consistent with Investors purposes.

3.3  Exempt Offering Under Regulation D.

3.3.1  No General Solicitation.  The Investment Agreement was not offered to
Investor through, and Investor is not aware of, any form of general
solicitation or general advertising, including, without limitation, (i) any
advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television or radio, and
(ii) any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising.

3.3.2  Restricted Securities.  Investor understands that the Investment
Agreement is, the Common Stock issued at each Put Closing will be, and the
Warrant Shares will be, characterized as "restricted securities"
under the federal securities laws inasmuch as they are being acquired from the
Company in a transaction exempt from the registration requirements of the
federal securities laws and that under such laws and applicable regulations
such securities may not be transferred or resold without registration under the
Act or pursuant to an exemption therefrom. 
In this connection, Investor represents that Investor is familiar with
Rule 144 under the Act, as presently in effect, and understands the resale
limitations imposed thereby and by the Act.

3.3.3  Disposition.  Without in any way limiting the representations set forth above,
Investor agrees that until the Securities are sold pursuant to an effective
Registration Statement or an exemption from registration, they will remain in
the name of Investor and will not be transferred to or assigned to any broker,
dealer or depositary.   Investor further
agrees not to sell, transfer, assign, or pledge the Securities (except for any
bona fide pledge arrangement to the extent that such pledge does not require
registration under the Act or unless an exemption from such registration is
available and provided further that if such pledge is realized upon, any
transfer to the pledgee shall comply with the requirements set forth herein),
or to otherwise dispose of all or any portion of the Securities unless and
until:

(a)         There is then in effect a registration
statement under the Act and any applicable state securities laws covering such
proposed disposition and such disposition is made in accordance with such
registration statement and in compliance with applicable prospectus delivery
requirements; or

(b)        (i) Investor shall have notified the
Company of the proposed disposition and shall have furnished the Company with a
statement of the circumstances surrounding the proposed disposition to the
extent relevant for determination of the availability of an exemption from
registration, and (ii) if reasonably requested by the Company, Investor shall
have furnished the Company with an opinion of counsel, reasonably satisfactory
to the Company, that such disposition will not require registration of the
Securities under the Act or state securities laws.  It is agreed that the Company will not require the Investor to
provide opinions of counsel for transactions made pursuant to Rule 144 provided
that Investor and Investors broker, if necessary, provide the Company with the
necessary representations for counsel to the Company to issue an opinion with
respect to such transaction.

The
Investor is entering into this Agreement for its own account and the Investor
has no present arrangement (whether or not legally binding) at any time to sell
the Common Stock to or through any person or entity; provided, however, that by
making the representations herein, the Investor does not agree to hold the
Common Stock for any minimum or other specific term and reserves the right to
dispose of the Common Stock at any time in accordance with federal and state
securities laws applicable to such disposition.

3.4  Due Authorization.

3.4.1

Authority.  The person executing this Investment
Agreement, if executing this Agreement in a representative or fiduciary
capacity, has full power and authority to execute and deliver this Agreement
and each other document included herein for which a signature is required in
such capacity and on behalf of the subscribing individual, partnership, trust,
estate, corporation or other entity for whom or which Investor is executing
this Agreement.  Investor has reached
the age of majority (if an individual) according to the laws of the state in
which he or she resides.

3.4.2  Due Authorization. Investor is duly and
validly organized, validly existing and in good standing as a limited liability
company under the laws of Georgia with full power and authority to purchase the
Securities to be purchased by Investor and to execute and deliver this
Agreement.

3.4.3  Partnerships.  If Investor is a partnership, the representations, warranties,
agreements and understandings set forth above are true with respect to all
partners of Investor (and if any such partner is itself a partnership, all
persons holding an interest in such partnership, directly or indirectly,
including through one or more partnerships), and the person executing this
Agreement has made due inquiry to determine the truthfulness of the
representations and warranties made hereby.

3.4.4  Representatives.  If Investor is purchasing in a representative or fiduciary
capacity, the representations and warranties shall be deemed to have been made
on behalf of the person or persons for whom Investor is so purchasing.

4.          Acknowledgments.      Investor is aware that:

4.1  Risks of Investment.  Investor recognizes that an
investment in
the Company involves substantial risks, including the potential loss of
Investor's entire investment herein. 
Investor recognizes that the Disclosure Documents, this Agreement and
the exhibits hereto do not purport to contain all the information, which would
be contained in a registration statement under the Act;

4.2  No Government Approval.  No federal or state agency has
passed upon
the Securities, recommended or endorsed the Offering, or made any finding or
determination as to the fairness of this transaction;

4.3  No Registration, Restrictions on Transfer.  As of the date of
this Agreement, the
Securities and any component thereof have not been registered under the Act or
any applicable state securities laws by reason of exemptions from the
registration requirements of the Act and such laws, and may not be sold,
pledged (except for any limited pledge in connection with a margin account of
Investor to the extent that such pledge does not require registration under the
Act or unless an exemption from such registration is available and provided
further that if such pledge is realized upon, any transfer to the pledgee shall
comply with the requirements set forth herein), assigned or otherwise disposed
of in the absence of an effective registration of the Securities and any
component thereof under the Act or unless an exemption from such registration
is available;

4.4  Restrictions on Transfer.  Investor may not attempt to
sell, transfer,
assign, pledge or otherwise dispose of all or any portion of the Securities or
any component thereof in the absence of either an effective registration
statement or an exemption from the registration requirements of the Act and
applicable state securities laws;

4.5  No Assurances of Registration.  There can be no assurance
that any
registration statement will become effective at the scheduled time, or ever, or
remain effective when required, and Investor acknowledges that it may be
required to bear the economic risk of Investor's investment for an indefinite
period of time;

4.6  Exempt Transaction.  Investor understands that the
Securities are
being offered and sold in reliance on specific exemptions from the registration
requirements of federal and state law and that the representations, warranties,
agreements, acknowledgments and understandings set forth herein are being
relied upon by the Company in determining the applicability of such exemptions
and the suitability of Investor to acquire such Securities.

4.7  Legends.  The certificates representing the Put Shares
shall not bear a
legend restricting the sale or transfer thereof ("Restrictive
Legend"). The certificates representing the Warrant Shares shall not bear
a Restrictive Legend unless they are issued at a time when the Registration
Statement is not effective for resale. 
It is understood that the certificates evidencing any Warrant Shares
issued at a time when the Registration Statement is not effective for resale,
subject to legend removal under the terms of Section 6.8 below, shall bear the
following legend (the "Legend"):

"The
securities represented hereby have not been registered under the Securities Act
of 1933, as amended, or applicable state securities laws, nor the securities
laws of any other jurisdiction.  They
may not be sold or transferred in the absence of an effective registration
statement under those securities laws or pursuant to an exemption
therefrom."5.          Representations and Warranties of the Company.  The Company hereby makes the following
representations and warranties to Investor (which shall be true at the signing
of this Agreement, and as of any such later date as specified hereunder) and
agrees with Investor that, except as set forth in the "Schedule of
Exceptions" attached hereto as Exhibit C:

5.1  Organization, Good Standing, and
Qualification.  The Company is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Nevada, USAand
has all requisite corporate power and authority to carry on its business as now
conducted and as proposed to be conducted. 
The Company is duly qualified to transact business and is in good
standing in each jurisdiction in which the failure to so qualify would, in the
Companys opinion, have a material adverse effect on the business or properties
of the Company and its subsidiaries taken as a whole.  The Company is not the subject of any pending, threatened or, to
its knowledge, contemplated investigation or administrative or legal proceeding
(a "Proceeding") by the Internal Revenue Service, the taxing
authorities of any state or local jurisdiction, or the Securities and Exchange
Commission, the National Association of Securities Dealers, Inc., the Nasdaq
Stock Market, Inc. or any state securities commission, or any other
governmental entity, which have not been disclosed in the Disclosure Documents.  None of the disclosed Proceedings, if any,
will, in the Companys opinion, have a material adverse effect upon the
Company.The Company has the following
subsidiaries:

5.2  Corporate Condition.  The Company's condition is, in all
material
respects, as described in the Disclosure Documents (as further set forth in any
subsequently filed Disclosure Documents, if applicable), except for changes in
the ordinary course of business and normal year-end adjustments that are not,
in the aggregate, materially adverse to the Company.  Except for continuing losses, there have been no material adverse
changes to the Companys business, financial condition, or prospects from the
dates of such Disclosure Documents through the date of the Investment
Commitment Closing.  The financial statements
as contained in the 10-KSB and 10-QSB
have been prepared in accordance with generally accepted accounting principles,
consistently applied (except as otherwise permitted by Regulation S-X of the
Exchange Act, or Generally Accepted Accounting Principles, as applicable),
subject, in the case of unaudited interim financial statements, to customary
year end adjustments and the absence of certain footnotes, and fairly present
the financial condition of the Company as of the dates of the balance sheets included
therein and the consolidated results of its operations and cash flows for the
periods then ended.  Without limiting
the foregoing, there are no material liabilities, contingent or actual, that
are not disclosed in the Disclosure Documents (other than liabilities incurred
by the Company in the ordinary course of its business, consistent with its past
practice, after the period covered by the Disclosure Documents).  The Company has paid all material taxes that
are due, except for taxes that it reasonably disputes.  There is no material claim, litigation, or
administrative proceeding pending or, to the best of the Companys knowledge,
threatened against the Company, except as disclosed in the Disclosure Documents.  This Agreement and the Disclosure Documents
do not contain any untrue statement of a material fact and do not omit to state
any material fact required to be stated therein or herein necessary to make the
statements contained therein or herein not misleading in the light of the
circumstances under which they were made. 
No event or circumstance exists relating to the Company which, under
applicable law, requires public disclosure but which has not been so publicly
announced or disclosed.

5.3  Authorization.  All corporate action on the part of the
Company by its officers, directors and stockholders necessary for the
authorization, execution and delivery of this Agreement, the performance of all
obligations of the Company hereunder and the authorization, issuance and
delivery of the Common Stock being sold hereunder and the issuance (and/or the
reservation for issuance) of the Warrants and the Warrant Shares have been
taken, and this Agreement and the Registration Rights Agreement constitute
valid and legally binding obligations of the Company, enforceable in accordance
with their terms, except insofar as the enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, or other similar laws
affecting creditors rights generally or by principles governing the
availability of equitable remedies.  The
Company has obtained all consents and approvals required for it to execute,
deliver and perform each agreement referenced in the previous sentence.

5.4  Valid Issuance of Common Stock.  The Common Stock and the
Warrants, when issued,
sold and delivered in accordance with the terms hereof, for the consideration
expressed herein, will be validly issued, fully paid and nonassessable and,
based in part upon the representations of Investor in this Agreement, will be
issued in compliance with all applicable U.S. federal and state securities
laws.  The Warrant Shares, when issued
in accordance with the terms of the Warrants, shall be duly and validly issued
and outstanding, fully paid and nonassessable, and based in part on the representations
and warranties of Investor, will be issued in compliance with all applicable
U.S. federal and state securities laws. 
The Put Shares, the Warrants and the Warrant Shares will be issued free
of any preemptive rights.

5.5  Compliance with Other Instruments.  The Company is not in
violation or default
of any provisions of its Certificate of Incorporation or Bylaws, each as
amended and in effect on and as of the date of the Agreement, or of any
material provision of any material instrument or material contract to which it
is a party or by which it is bound or of any provision of any federal or state
judgment, writ, decree, order, statute, rule or governmental regulation
applicable to the Company, which would, in the Companys opinion, have a
material adverse effect on the Company's business or prospects, or on the
performance of its obligations under this Agreement or the Registration Rights
Agreement.  The execution, delivery and
performance of this Agreement and the other agreements entered into in conjunction
with the Offering and the consummation of the transactions contemplated hereby
and thereby will not (a) result in any such violation or be in conflict with or
constitute, with or without the passage of time and giving of notice, either a
default under any such provision, instrument or contract or an event which
results in the creation of any lien, charge or encumbrance upon any assets of
the Company, which would, in the Companys opinion, have a material adverse
effect on the Companys business or prospects, or on the performance of its
obligations under this Agreement, the Registration Rights Agreement, or (b)
violate the Companys Certificate of Incorporation or By-Laws or (c) violate
any statute, rule or governmental regulation applicable to the Company which
violation would, in the Companys opinion, have a material adverse effect on
the Company's business or prospects.

5.6  Reporting Company.  The
Company is subject to the reporting requirements of the Exchange Act,
has a class of securities registered under Section 12 of the Exchange Act, and
has filed all reports required by the Exchange Act since the date the Company
first became subject to such reporting obligations. The Company undertakes to
furnish Investor with copies of such reports as may be reasonably requested by
Investor prior to consummation of this Offering and thereafter, to make such
reports available, for the full term of this Agreement, including any
extensions thereof, and for as long as Investor holds the Securities.  The Common Stock is duly listed or approved for quotation on the
O.T.C. Bulletin Board.  The Company is
not in violation of the listing requirements of the O.T.C. Bulletin Board and
does not reasonably anticipate that the Common Stock will be delisted by the O.T.C.
Bulletin Board for the foreseeable future. 
The Company has filed all reports required under the Exchange Act.  The Company has not furnished to the
Investor any material nonpublic information concerning the Company.

5.7  Capitalization.  The capitalization of the Company as of
the date hereof subject to exercise of
any outstanding warrants and/or exercise of any outstanding stock options, and
after taking into account the offering of the Securities contemplated by this
Agreement and all other share issuances occurring prior to this Offering, is as
set forth in the Capitalization Schedule as set forth in Exhibit J.  There are no securities or instruments
containing anti-dilution or similar provisions that will be triggered by the
issuance of the Securities.  Except as
disclosed in the Capitalization Schedule, as of the date of this Agreement, (i)
there are no outstanding options, warrants, scrip, rights to subscribe for,
calls or commitments of any character whatsoever relating to, or securities or
rights convertible into or exercisable or exchangeable for, any shares of
capital stock of the Company or any of its subsidiaries, or arrangements by
which the Company or any of its subsidiaries is or may become bound to issue
additional shares of capital stock of the Company or any of its subsidiaries,
and (ii) there are no agreements or arrangements under which the Company or any
of its subsidiaries is obligated to register the sale of any of its or their
securities under the Act (except the Registration Rights Agreement).

5.8  Intellectual Property.  The Company has valid, unrestricted andexclusive ownership of or rights to use the patents, trademarks, trademark
registrations, trade names, copyrights, know-how, technology and other
intellectual property necessary to the conduct of its business.  Exhibit L lists all patents,
trademarks, trademark registrations, trade names and copyrights of the
Company.  The Company has granted such
licenses or has assigned or otherwise transferred a portion of (or all of) such
valid, unrestricted and exclusive patents, trademarks, trademark registrations,
trade names, copyrights, know-how, technology and other intellectual property
necessary to the conduct of its business as set forth in Exhibit L.  The Company has been granted licenses,
know-how, technology and/or other intellectual property necessary to the
conduct of its business as set forth in Exhibit L.  To the best of the Companys knowledge after
due inquiry, the Company is not infringing on the intellectual property rights
of any third party, nor is any third party infringing on the Companys
intellectual property rights.  There are
no restrictions in any agreements, licenses, franchises, or other instruments
that preclude the Company from engaging in its business as presently conducted.

5.9  Use of Proceeds.  As of the date hereof, the Company expectsto use the proceeds from this Offering (less fees and expenses) for the
purposes and in the approximate amounts set forth on the Use of Proceeds
Schedule set forth asExhibit K hereto. 
These purposes and amounts are estimates and are subject to change
without notice to any Investor.

5.10  No Rights of Participation. No person
or entity, including, but not limited to, current or former stockholders of the
Company, underwriters, brokers, agents or other third parties, has any right of
first refusal, preemptive right, right of participation, or any similar right
to participate in the financing contemplated by this Agreement which has not
been waived.

5.11  Company Acknowledgment.  The Company hereby acknowledges
that
Investor may elect to hold the Securities for various periods of time, as
permitted by the terms of this Agreement, the Warrants, and other agreements
contemplated hereby, and the Company further acknowledges that Investor has
made no representations or warranties, either written or oral, as to how long
the Securities will be held by Investor or regarding Investors trading history
or investment strategies.

5.12      No
Advance Regulatory Approval.  The Company
acknowledges that this Investment Agreement, the transaction contemplated
hereby and the Registration Statement contemplated hereby have not been
approved by the SEC, or any other regulatory body and there is no guarantee
that this Investment Agreement, the transaction contemplated hereby and the
Registration Statement contemplated hereby will ever be approved by the SEC or
any other regulatory body.  The Company
is relying on its own analysis and is not relying on any representation by
Investor that either this Investment Agreement, the transaction contemplated
hereby or the Registration Statement contemplated hereby has been or will be
approved by the SEC or other appropriate regulatory body.

5.13  Underwriters Fees and Rights of First
Refusal.  The Company is not
obligated to pay any compensation or other fees, costs or related expenditures
in cash or securities to any underwriter, broker, agent or other representative
in connection with this Offering.

5.14  Availability of Suitable Form for Registration.  The
Company is currently eligible and agrees
to maintain its eligibility to register the resale of its Common Stock on a
registration statement on a suitable form under the Act.

5.15  No Integrated Offering.  Neither the Company, nor any of its

affiliates, nor any person acting on its or their behalf, has directly or
indirectly made any offers or sales of any of the Companys securities or
solicited any offers to buy any security under circumstances that would prevent
the parties hereto from consummating the transactions contemplated hereby
pursuant to an exemption from registration under Regulation D of the Act or
would require the issuance of any other securities to be integrated with this
Offering under the Rules of the SEC. 
The Company has not engaged in any form of general solicitation or
advertising in connection with the offering of the Common Stock or the
Warrants.

5.16
Foreign Corrupt Practices. 
Neither the Company, nor any of its subsidiaries, nor any director,
officer, agent, employee or other person acting on behalf of the Company or any
subsidiary has, in the course of its actions for, or on behalf of, the Company,
used any corporate funds for any unlawful contribution, gift, entertainment or
other unlawful expenses relating to political activity; made any direct or
indirect unlawful payment to any foreign or domestic government official or
employee from corporate funds; violated or is in violation of any provision of
the U.S.  Foreign Corrupt Practices Act
of 1977, as amended; or made any bribe, rebate, payoff, influence payment,
kickback or other unlawful payment to any foreign or domestic government
official or employee.

5.17  Key Employees.  As of the date of this Agreement, each
"Key Employee" (as defined in Exhibit M) is currently serving
the Company in the capacity disclosed in Exhibit M. No Key Employee, to
the best knowledge of the Company and its subsidiaries, is, or is now expected
to be, in violation of any material term of any employment contract,
confidentiality, disclosure or proprietary information agreement,
non-competition agreement, or any other contract or agreement or any
restrictive covenant, and the continued employment of each Key Employee does
not subject the Company or any of its subsidiaries to any liability with
respect to any of the foregoing matters. 
No Key Employee has, to the best knowledge of the Company and its
subsidiaries, any intention to terminate his employment with, or services to,
the Company or any of its subsidiaries.

5.18  Representations Correct.  The foregoing representations,
warranties
and agreements are true, correct and complete in all material respects, and
shall survive any Put Closing and the issuance of the shares of Common Stock
thereby.

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

5.20  Transactions With Affiliates.  Except as set forth in the
Disclosure
Documents, none of the officers, directors, or employees of the Company is
presently a party to any transaction with the Company (other than for services
as employees, officers and directors), including any contract, agreement or
other arrangement providing for the furnishing of services to or by, providing
for rental of real or personal property to or from, or otherwise requiring
payments to or from any officer, director or such employee or, to the knowledge
of the Company, any corporation, partnership, trust or other entity in which
any officer, director, or any such employee has a substantial interest or is an
officer, director, trustee or partner.

5.21  Application of Takeover Protections.  The Company and its
board of directors have
taken all necessary action, if any, in order to render inapplicable any control
share acquisition, business combination or other similar anti-takeover
provision under Nevada law which
is or could become applicable to the Investor as a result of the transactions
contemplated by this Agreement, including, without limitation, the issuance of
the Common Stock, any exercise of the Warrants and ownership of the Common
Shares and Warrant Shares.  The Company
has not adopted and will not adopt any "poison pill" provision that
will be applicable to Investor as a result of transactions contemplated by this
Agreement.

5.22  [Intentionally Left Blank].

5.23  Major Transactions.  As of the date of this Agreement,
there are
no other Major Transactions currently pending or contemplated by the Company.

5.24  Financings.  As of the date of this Agreement, there are
no other financings
currently pending or contemplated by the Company.

5.25  Shareholder Authorization. The
Company shall, at its next annual shareholder meeting following its listing on either the Nasdaq Small Cap Market or the Nasdaq
National Market, or at a special meeting to be held as soon as
practicable thereafter, use its best efforts to obtain approval of its
shareholders to (i) authorize the issuance of the full number of shares of
Common Stock which would be issuable under this Agreement and eliminate any
prohibitions under applicable law or the rules or regulations of any stock
exchange, interdealer quotation system or other self-regulatory organization
with jurisdiction over the Company or any of its securities with respect to the
Companys ability to issue shares of Common Stock in excess of the Cap Amount
(such approvals being the "20% Approval") and (ii) increase the
number of authorized shares of Common Stock of the Company (the "Share
Authorization Increase Approval") such that at least 25,000,000 shares can be reserved for
this Offering.  In connection with such
shareholder vote, the Company shall use its best efforts to cause all officers
and directors of the Company to promptly enter into irrevocable agreements to
vote all of their shares in favor of eliminating such prohibitions.   As soon as practicable after the 20%
Approval and the Share Authorization Increase Approval, the Company agrees to
use its best efforts to reserve 25,000,000
shares of Common Stock for issuance under this Agreement.

5.26  Acknowledgment of Limitations on Put
Amounts.   The Company understands
and acknowledges that the amounts available under this Investment Agreement are
limited, among other things, based upon the liquidity of the Companys Common
Stock traded on its Principal Market.

5.27  Dilution.  The number of shares of Common Stock issuable
as Put Shares may
increase substantially in certain circumstances, including, but not necessarily
limited to, the circumstance wherein the trading price of the Common Stock
declines during the period between the Effective Date and the end of the
Commitment Period.  The Companys
executive officers and directors fully understand the nature of the transactions
contemplated by this Agreement and recognize that they have a potential
dilutive effect.  The board of directors
of the Company has concluded, in its good faith business judgment,  that such issuance is in the best interests
of the Company.  The Company
specifically acknowledges that, whenever the Company elects to initiate a Put,
its obligation to issue the Put Shares is binding upon the Company and
enforceable regardless of the dilution such issuance may have on the ownership
interests of other shareholders of the Company.

6.          Covenants of the Company.

6.1  Independent Auditors.  The Company shall, until at least theTermination Date, maintain as its independent auditors an accounting firm
authorized to practice before the SEC.

6.2  Corporate Existence and Taxes; Change in
Corporate Entity.  The Company
shall, until at least the Termination Date, maintain its corporate existence in
good standing and, once it becomes a "Reporting Issuer" (defined as a
Company which files periodic reports under the Exchange Act), remain a
Reporting Issuer and shall pay all its taxes when due except for taxes which
the Company disputes.  The Company shall
not, at any time after the date hereof, enter into any merger, consolidation or
corporate reorganization of the Company with or into, or transfer all or substantially
all of the assets of the Company to, another entity unless the resulting
successor or acquiring entity in such transaction, if not the Company (the
"Surviving Entity"), (i) has
Common Stock listed for trading on Nasdaq or on another national stock exchange
and is a Reporting Issuer, (ii)assumes by written instrument the
Company's obligations with respect to this Investment Agreement, the
Registration Rights Agreement, the Transfer Agent Instructions, the Warrant
Antidilution Agreement, the Warrants and the other agreements referred to
herein, including but not limited to the obligations to deliver to the Investor
shares of Common Stock and/or securities that Investor is entitled to receive
pursuant to this Investment Agreement and upon exercise of the Warrants and agrees by written instrument to reissue, in
the name of the Surviving Entity, any Warrants (each in the same terms,
including but not limited to the same reset provisions, as the applicable
Warrant originally issued or required to be issued by the Company) that are
outstanding immediately prior to such transaction, making appropriate
proportional adjustments to the number of shares represented by such Warrants
and the exercise prices of such Warrants to accurately reflect the exchange
represented by the transaction.

6.3  Registration Rights.  The Company will enter into a registration

rights agreement covering the resale of the Common Shares and the Warrant
Shares substantially in the form of the Registration Rights Agreement attached
as Exhibit A.

6.4
Asset Transfers.  The Company
shall not (i) transfer, sell, convey or otherwise dispose of any of its
material assets to any subsidiary except for a cash or cash equivalent
consideration and for a proper business purpose or (ii) transfer, sell, convey
or otherwise dispose of any of its material assets to any Affiliate, as defined
below, during the Term of this Agreement. 
For purposes hereof, "Affiliate" shall mean any officer of the
Company, director of the Company or owner of twenty percent (20%) or more of
the Common Stock or other securities of the Company.

6.5  Capital Raising Limitations and Rights of
First Refusal.

6.5.1  Capital Raising Limitations and of First Refusal.  During the period from the date of this
Agreement until the date that is sixty (60) days after the Termination Date,
the Company shall not issue or sell, or agree to issue or sell Equity
Securities (as defined below), for cash in private capital raising transactions
without obtaining the prior written approval of the Investor of the Offering
(the limitations referred to in this subsection 6.5.1 are collectively referred
to as the "Capital Raising Limitations"). For purposes hereof, the following shall be
collectively referred to herein as, the "Equity Securities": (i)
Common Stock or any other equity securities, (ii) any debt or equity securities
which are convertible into, exercisable or exchangeable for, or carry the right
to receive additional shares of Common Stock or other equity securities, or
(iii) any securities of the Company pursuant to an equity line structure or
format similar in nature to this Offering.

6.5.2  Investors Right of First Refusal. For any
private capital raising transactions of Equity Securities which close after the
date hereof and on or prior to the date that is sixty (60) days after the
Termination Date of this Agreement, not including any warrants issued in
conjunction with this Investment Agreement, the Company agrees to deliver to
Investor, at least ten (10) days prior to the closing of such transaction,
written notice describing the proposed transaction, including the terms and
conditions thereof, and providing the Investor and its affiliates an option
(the "Right of First Refusal") during the ten (10) day period following
delivery of such notice to purchase the securities being offered in such
transaction on the same terms as contemplated by such transaction.

6.5.3

Exceptions to Capital Raising Limitations and
Rights of First Refusal. 
Notwithstanding the above, neither
the Capital Raising Limitations nor the Rights of First Refusal shall apply
to any transaction involving issuances of securities by the Company  to a company being acquired by the Company,
as payment to such company for such acquisition, or in connection with the
exercise of options by employees or directors of the Company, or a primary
underwritten offering of the Companys Common Stock. The Capital Raising Limitations and Rights of First Refusal also shall
not apply to (a) the issuance of securities upon exercise or conversion
of the Company's options, warrants or other convertible securities outstanding
as of the date hereof, (b) the grant of additional options or warrants, or the
issuance of additional securities, under any Company stock option or restricted
stock plan for the benefit of the Company's employees or  directors, or (c) the issuance of debt
securities, with no equity feature, incurred solely for working capital
purposes.

6.6  Financial 10-KSB Statements, Etc. and Current Reports on Form 8-K
 .  The Company shall deliver to the Investor
copies of its annual reports on Form 10-KSB, and quarterly reports on Form 10-QSB and shall deliver to the Investor current reports on Form 8-K
within two (2) days of filing for the Term of this Agreement.

6.7  Opinion of Counsel.  Investor shall, concurrent with the
Investment Commitment Closing, receive an opinion letter from the Companys
legal counsel, in the form attached as Exhibit B, or in such form as
agreed upon by the parties, and shall, concurrent with each Put Date, receive
an opinion letter from the Companys legal counsel, in the form attached as Exhibit
H or in such form as agreed upon by the parties.

6.8  Removal of Legend. If the
certificates representing any Securities are issued with a restrictive Legend
in accordance with the terms of this Agreement, the Legend shall be removed and
the Company shall issue a certificate without such Legend to the holder of any
Security upon which it is stamped, and a certificate for a security shall be
originally issued without the Legend, if (a) the sale of such Security is
registered under the Act, or (b) such holder provides the Company with an
opinion of counsel, in form, substance and scope customary for opinions of
counsel in comparable transactions (the reasonable cost of which shall be borne
by the Investor), to the effect that a public sale or transfer of such Security
may be made without registration under the Act, or (c) such holder provides the
Company with reasonable assurances that such Security can be sold pursuant to
Rule 144.  Each Investor agrees to sell
all Securities, including those represented by a certificate(s) from which the
Legend has been removed, or which were originally issued without the Legend, pursuant
to an effective registration statement and to deliver a prospectus in
connection with such sale or in compliance with an exemption from the
registration requirements of the Act.

6.9  Listing.  Subject to the remainder of this Section 6.9, the
Company shall
ensure that its shares of Common Stock (including all Warrant Shares and Put
Shares) are listed and available for trading on the O.T.C. Bulletin Board. Thereafter, the Company shall (i) use its
best efforts to continue the listing and trading of its Common Stock on the O.T.C. Bulletin Board or to become
eligible for and listed and available for trading on the Nasdaq Small Cap
Market, the NMS, or the New York Stock Exchange ("NYSE"); and (ii)
comply in all material respects with the Companys reporting, filing and other
obligations under the By-Laws or rules of the National Association of
Securities Dealers ("NASD") and such exchanges, as applicable.

6.10  The Companys Instructions to Transfer
Agent.  The Company will instruct
the Transfer Agent of the Common Stock (the "Transfer Agent"), by
delivering instructions in the form of Exhibit O hereto, to issue
certificates, registered in the name of each Investor or its nominee, for the
Put Shares and Warrant Shares in such amounts as specified from time to time by
the Company upon any exercise by the Company of a Put and/or exercise of the
Warrants by the holder thereof.  Such
certificates shall not bear a Legend unless issuance with a Legend is permitted
by the terms of this Agreement and Legend removal is not permitted by Section
6.8 hereof and the Company shall cause the Transfer Agent to issue such
certificates without a Legend.  Nothing
in this Section shall affect in any way Investors obligations and agreement
set forth in Sections 3.3.2 or 3.3.3 hereof to resell the Securities pursuant
to an effective registration statement and to deliver a prospectus in
connection with such sale or in compliance with an exemption from the
registration requirements of applicable securities laws.  If (a) an Investor provides the Company with
an opinion of counsel, which opinion of counsel shall be in form, substance and
scope customary for opinions of counsel in comparable transactions, to the
effect that the Securities to be sold or transferred may be sold or transferred
pursuant to an exemption from registration or (b) an Investor transfers
Securities, pursuant to Rule 144, to a transferee which is an accredited
investor, the Company shall permit the transfer, and, in the case of Put Shares
and Warrant Shares, promptly instruct its transfer agent to issue one or more
certificates in such name and in such denomination as specified by such
Investor.  The Company acknowledges that
a breach by it of its obligations hereunder will cause irreparable harm to an
Investor by vitiating the intent and purpose of the transaction contemplated
hereby.  Accordingly, the Company
acknowledges that the remedy at law for a breach of its obligations under this
Section 6.10 will be inadequate and agrees, in the event of a breach or threatened
breach by the Company of the provisions of this Section 6.10, that an Investor
shall be entitled, in addition to all other available remedies, to an
injunction restraining any breach and requiring immediate issuance and
transfer, without the necessity of showing economic loss and without any bond
or other security being required.

6.11  Stockholder 20% Approval.  Prior to the closing of any Put
that would
cause the Aggregate Issued Shares to exceed the Cap Amount, if required by the
rules of NASDAQ because the Companys Common Stock is listed on NASDAQ, the
Company shall obtain approval of its stockholders to authorize the issuance of
the full number of shares of Common Stock which would be issuable pursuant to
this Agreement but for the Cap Amount and eliminate any prohibitions under applicable
law or the rules or regulations of any stock exchange, interdealer quotation
system or other self-regulatory organization with jurisdiction over the Company
or any of its securities with respect to the Companys ability to issue shares
of Common Stock in excess of the Cap Amount (such approvals being the
"Stockholder 20% Approval").

6.12  Press Release.Any public
announcement relating to this financing (a "Press Release") shall be
submitted to the Investor for review at least two (2) business days prior to
the planned release. The Company shall not disclose the Investors name in any
press release or other public announcement without the Investors prior written
approval.  The Company shall obtain the
Investors written approval of the Press Release prior to issuance by the
Company.

6.13  Change in Law or Policy.  In the event of a change in law,
or policy
of the SEC, as evidenced by a No-Action letter or other written statements of
the SEC or the NASD which causes the Investor to be unable to perform its
obligations hereunder, this Agreement shall be automatically terminated and no
Termination Fee shall be due, provided that notwithstanding any termination
under this section 6.13, the Investor shall retain full ownership of the
Commitment Warrant as partial
consideration for its commitment hereunder.

6.14.  Notice of Certain Events Affecting
Registration; Suspension of Right to Make a Put.  The Company shall immediately notify the Investor, but in no
event later than two (2) business days by facsimile and by overnight courier,
upon the occurrence of any of the following events in respect of a Registration
Statement or related prospectus in respect of an offering of Registrable
Securities: (i) receipt of any request for additional information by the SEC or
any other federal or state governmental authority during the period of
effectiveness of the Registration Statement for amendments or supplements to
the Registration Statement or related prospectus; (ii) the issuance by the SEC
or any other federal or state governmental authority of any stop order
suspending the effectiveness of a Registration Statement or the initiation of
any proceedings for that purpose; (iii) receipt of any notification with
respect to the suspension of the qualification or exemption from qualification
of any of the Registrable Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose; (iv) the
happening of any event that makes any statement made in such Registration
Statement or related prospectus or any document incorporated or deemed to be
incorporated therein by reference untrue in any material respect or that
requires the making of any changes in the Registration Statement, related
prospectus or documents so that, in the case of a Registration Statement, it
will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and that in the case of the related prospectus, it will
not contain any untrue statement of a material fact or omit to state any
material fact required to be  stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; (v) the declaration
by the SEC of the effectiveness of a Registration Statement; and (vi) the
Companys reasonable determination that a post-effective amendment to the
Registration Statement would be appropriate, and the Company shall promptly
make available to the Investor any such supplement or amendment to the related
prospectus.  The Company shall not
deliver to the Investor any Put Notice during the continuation of any of the
foregoing events.

6.15  Acknowledgment Regarding Investors
Purchase of the Securities.  The
Company acknowledges and agrees that the Investor is acting solely in the
capacity of arms length purchaser with respect to the Transaction Documents
and the transactions contemplated hereby and thereby.  The Company further acknowledges that the Investor is not acting
as a financial advisor or fiduciary of the Company (or in any similar capacity)
with respect to the Transaction Documents and the transactions contemplated
hereby and thereby and any advice given by the Investor or any of its
representatives or agents in connection with the Transaction Documents and the
transactions contemplated hereby and thereby is merely incidental to the
Investors purchase of the Securities. 
The Company further represents to the Investor that the Companys
decision to enter into the Transaction Documents has been based solely on the
independent evaluation by the Company and its representatives and advisors.

6.16.  Liquidated Damages.  The parties hereto acknowledge and
agree
that the sums payable as Non-Usage Fees, Termination Fees and Ineffective
Registration Payments shall each give rise to liquidated damages and not
penalties.  The parties further
acknowledge that (a) the amount of loss or damages likely to be incurred by the
Investor is incapable or is difficult to precisely estimate, (b) the amounts
specified bear a reasonable proportion and are not plainly or grossly
disproportionate to the probable loss likely to be incurred by the Investor,
and (c) the parties are sophisticated business parties and have been
represented by sophisticated and able legal and financial counsel and
negotiated this Agreement at arms length.

6.17.  Copies of Financial Statements, Reports
and Proxy Statements.  Promptly upon
the mailing thereof to the shareholders of the Company generally, the Company
shall deliver to the Investor copies of all financial statements, reports and
proxy statements so mailed and any other document generally distributed to
shareholders.

6.18.
Notice of Certain Litigation.         Promptly following the commencement
thereof, the Company shall provide the Investor written notice and a
description in reasonable detail of any litigation or proceeding to which the
Company or any subsidiary of the Company is a party, in which the amount involved
is $250,000 or more and which is not covered by insurance or in which
injunctive or similar relief is sought.

7.          Miscellaneous.

7.1  Representations and Warranties Survive
the Closing; Severability.Investors
and the Companys representations and warranties shall survive the Investment
Date and any Put Closing contemplated by this Agreement notwithstanding any due
diligence investigation made by or on behalf of the party seeking to rely
thereon.  In the event that any
provision of this Agreement becomes or is declared by a court of competent
jurisdiction to be illegal, unenforceable or void, or is altered by a term
required by the Securities Exchange Commission to be included in the
Registration Statement, this Agreement shall continue in full force and effect
without said provision; provided that if the removal of such provision
materially changes the economic benefit of this Agreement to the Investor, this
Agreement shall terminate.

7.2  Successors and Assigns.  This Agreement shall not be
assignable by
either party.

7.3  Execution in Counterparts Permitted.This Agreement
may be executed in
any number of counterparts, each of which shall be enforceable against the
parties actually executing such counterparts, and all of which together shall
constitute one (1) instrument.

7.4  Titles and Subtitles; Gender.  The titles and subtitles
used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement. 
The use in this Agreement of a masculine, feminine or neuter pronoun
shall be deemed to include a reference to the others.

7.5  Written Notices, Etc.Any
notice, demand or request required or permitted to be given by the Company or
Investor pursuant to the terms of this Agreement shall be in writing and shall
be deemed given when delivered personally, or by facsimile or upon receipt if
by overnight or two (2) day courier, addressed to the parties at the addressesand/or
facsimile telephone number of the parties set forth at the end of this
Agreement or such other address as a party may request by notifying the other
in writing; provided, however, that in order for any notice to be effective as
to the Investor such notice shall be delivered and sent, as specified herein,
to all the addressesand facsimile telephone numbers of the
Investor set forth at the end of this Agreement or such other address and/or
facsimile telephone number as Investor may request in writing.

7.6  Expenses. Except as set forth in the
Registration Rights Agreement, each of the Company and Investor shall pay all
costs and expenses that it respectively incurs, with respect to the
negotiation, execution, delivery and performance of this Agreement.

7.7
Entire Agreement; Written Amendments Required.This Agreement, including
the Exhibits attached hereto, the Common Stock certificates, the Warrants, the
Registration Rights Agreement, and the other documents delivered pursuant
hereto constitute the full and entire understanding and agreement between the
parties with regard to the subjects hereof and thereof, and no party shall be
liable or bound to any other party in any manner by any warranties,
representations or covenants, whether oral, written, or otherwise except as
specifically set forth herein or therein. 
Except as expressly provided herein, neither this Agreement nor any term
hereof may be amended, waived, discharged or terminated other than by a written
instrument signed by the party against whom enforcement of any such amendment,
waiver, discharge or termination is sought.

7.8        Actions at Law or Equity;
Jurisdiction and Venue.  The parties
acknowledge that any and all actions, whether at law or at equity, and whether
or not said actions are based upon this Agreement between the parties hereto,
shall be filed in any state or federal court sitting in Atlanta, Georgia.
Georgia law shall govern both the proceeding as well as the interpretation and
construction of the Transaction Documents and the transaction as a whole.  In any litigation between the parties
hereto, the prevailing party, as found by the court, shall be entitled to an
award of all attorneys fees and costs of court.  Should the court refuse to find a prevailing party, each party
shall bear its own legal fees and costs.

7.9        Reporting Entity for the Common
Stock.  The reporting entity relied upon for the
determination of the trading price or trading volume of the Common Stock on the
Principal Market on any given Trading Day for the purposes of this Agreement
shall be the Bloomberg L.P.   The
written mutual consent of the Investor and the Company shall be required to
employ any other reporting entity.

8.          Subscription and Wiring Instructions; Irrevocability.

(a)         Wire transfer of Subscription Funds.  Investor shall deliver Put Dollar Amounts
(as payment towards any Put Share Price) by wire transfer, to the Company
pursuant to a wire instruction letter to be provided by the Company, and signed
by the Company.(b)        Irrevocable Subscription.Investor hereby acknowledges and
agrees, subject to the provisions of any applicable laws providing for the
refund of subscription amounts submitted by Investor, that this Agreement is
irrevocable and that Investor is not entitled to cancel, terminate or revoke
this Agreement or any other agreements executed by such Investor and delivered
pursuant hereto, and that this Agreement and such other agreements shall
survive the death or disability of such Investor and shall be binding upon and
inure to the benefit of the parties and their heirs, executors, administrators,
successors, legal representatives and assigns. 
If the Securities subscribed for are to be owned by more than one
person, the obligations of all such owners under this Agreement shall be joint
and several, and the agreements, representations, warranties and acknowledgments
herein contained shall be deemed to be made by and be binding upon each such
person and his heirs, executors, administrators, successors, legal
representatives and assigns.9.          Indemnification and Reimbursement.

(a)
Indemnification.  In consideration
of the Investors execution and delivery of the Investment Agreement, the
Registration Rights Agreement and the Warrants (the "Transaction
Documents") and acquiring the Securities thereunder and in addition to all
of the Companys other obligations under the Transaction Documents, the Company
shall defend, protect, indemnify and hold harmless Investor and all of its
stockholders, officers, directors, employees and direct or indirect investors
and any of the foregoing persons agents, members, partners or other
representatives (including, without limitation, those retained in connection
with the transactions contemplated by this Agreement) (collectively, the
"Indemnitees") from and against any and all actions, causes of
action, suits, claims, losses, costs, penalties, fees, liabilities and damages,
and expenses in connection therewith (irrespective of whether any such
Indemnitee is a party to the action for which indemnification hereunder is
sought), and including reasonable attorneys fees and disbursements (the
"Indemnified Liabilities"), incurred by any Indemnitee as a result
of, or arising out of, or relating to (a) any misrepresentation or breach of
any representation or warranty made by the Company in the Transaction Documents
or any other certificate, instrument or documents contemplated hereby or
thereby, (b) any breach of any covenant, agreement or obligation of the Company
contained in the Transaction Documents or any other certificate, instrument or
document contemplated hereby or thereby, (c) any cause of action, suit or
claim, derivative or otherwise, by any stockholder of the Company based on a
breach or alleged breach by the Company or any of its officers or directors of
their fiduciary or other obligations to the stockholders of the Company, or (d)
claims made by third parties against any of the Indemnitees based on a
violation of Section 5 of the Securities Act caused by the integration of the
private sale of common stock to the Investor and the public offering pursuant
to the Registration Statement.

To
the extent that the foregoing undertaking by the Company may be unenforceable
for any reason, the Company shall make the maximum contribution to the payment
and satisfaction of each of the Indemnified Liabilities which it would be
required to make if such foregoing undertaking was enforceable which is
permissible under applicable law.

Promptly
after receipt by an Indemnified Party of notice of the commencement of any
action pursuant to which indemnification may be sought, such Indemnified Party
will, if a claim in respect thereof is to be made against the other party
(hereinafter "Indemnitor") under this Section 9, deliver to the
Indemnitor a written notice of the commencement thereof and the Indemnitor
shall have the right to participate in and to assume the defense thereof with
counsel reasonably selected by the Indemnitor, provided, however, that an
Indemnified Party shall have the right to retain its own counsel, with the
reasonably incurred fees and expenses of such counsel to be paid by the
Indemnitor, if representation of such Indemnified Party by the counsel retained
by the Indemnitor would be inappropriate due to actual or potential conflicts
of interest between such Indemnified Party and any other party represented by
such counsel in such proceeding.  The
failure to deliver written notice to the Indemnitor within a reasonable time of
the commencement of any such action, if prejudicial to the Indemnitors ability
to defend such action, shall relieve the Indemnitor of any liability to the
Indemnified Party under this Section 9, but the omission to so deliver written
notice to the Indemnitor will not relieve it of any liability that it may have
to any Indemnified Party other than under this Section 9 to the extent it is
prejudicial.

(b)
Reimbursement. If (i) the Investor, other than by reason of its gross
negligence or willful misconduct, becomes involved in any capacity in any
action, proceeding or investigation brought by any stockholder of the Company,
in connection with or as a result of the consummation of the transactions
contemplated by the Transaction Documents, or if the Investor is impleaded in
any such action, proceeding or investigation by any person or entity, or (ii)
the Investor, other than by reason of its gross negligence or willful
misconduct, becomes involved in any capacity in any action, proceeding or
investigation brought by the SEC against or involving the Company or in
connection with or as a result of the consummation of the transactions
contemplated by the Transaction Documents, or if the Investor is impleaded in
any such action, proceeding or investigation by any person or entity, then in
any such case, the Company will reimburse the Investor for its reasonable legal
and other expenses (including the cost of any investigation and preparation )
incurred in connection therewith, as such expenses are incurred.  In addition, other than with respect to any
matter in which the Investor is a named party, the Company will pay the
Investor the charges, as reasonably determined by the Investor, for the time of
any officers or employees of the Investor devoted to appearing and preparing to
appear as witnesses, assisting in preparation for hearing, trials or pretrial
matters, or otherwise with respect to inquiries, hearing, trials, and other
proceedings relating to the subject matter of this Agreement.  The reimbursement obligations of the Company
under this paragraph shall be in addition to any liability which the Company
may otherwise have, shall extend upon the same terms and conditions to any
Affiliates of the Investor who are actually named in such action, proceeding or
investigation, and partners, directors, agents, employees and controlling
persons (if any), as the case may be, of the Investor and any such Affiliate, and
shall be binding upon and inure to the benefit of any successors, assigns,
heirs and personal representatives of the Company,  the Investor and any such Affiliate and any such person or
entity.  The Company also agrees that
neither the Investor nor any such Affiliate, partners, directors, agents,
employees or controlling persons shall have any liability to the Company or any
person asserting claims on behalf of or in right of the Company in connection
with or as a result of the consummation of the Transaction Documents except to
the extent that any losses, claims, damages, liabilities or expenses incurred
by the Company result from the gross negligence or willful misconduct of the
Investor or any inaccuracy in any representation or warranty of the Investor
contained herein or any breach by the Investor of any of the provisions hereof.

10.        Accredited Investor.   Investor is an "accredited
investor" because (check all applicable boxes):

(a)         [ 
]         it is an organization
described in Section 501(c)(3) of the Internal Revenue Code, or a corporation,
limited duration company, limited liability company, business trust, or
partnership not formed for the specific purpose of acquiring the securities
offered, with total assets in excess of $5,000,000.

(b)        [ 
]         any trust, with total
assets in excess of $5,000,000, not formed for the specific purpose of
acquiring the securities offered, whose purchase is directed by a sophisticated
person who has such knowledge and experience in financial and business matters
that he is capable of evaluating the merits and risks of the prospective
investment.

(c)         [ 
]         a natural person, who

[  ]         is
a director, executive officer or general partner of the issuer of the
securities being offered or sold or a director, executive officer or general
partner of a general partner of that issuer.

[  ]         has
an individual net worth, or joint net worth with that person's spouse, at the
time of his purchase exceeding $1,000,000.

[  ]         had
an individual income in excess of $200,000 in each of the two most recent years
or joint income with that person's spouse in excess of $300,000 in each of
those years and has a reasonable expectation of reaching the same income level
in the current year.

(d)        [ 
]         an entity each equity
owner of which is an entity described in a - b above or is an individual who
could check one (1) of the last three (3) boxes under subparagraph (c) above.

(e)         [ 
]         other [specify]
__________________________________________________________.

The
undersigned hereby subscribes the Maximum Offering Amount and acknowledges that
this Agreement and the subscription represented hereby shall not be effective
unless accepted by the Company as indicated below.

IN
WITNESS WHEREOF, the undersigned Investor does represent and certify under penalty
of perjury that the foregoing statements are true and correct and that Investor
by the following signature(s) executed this Agreement.

Dated
this 26th day of March, 2001.



SWARTZ
  PRIVATE EQUITY, LLCBy:Eric S. Swartz,
  ManagerSECURITY
  DELIVERY INSTRUCTIONS:Swartz
  Private Equity, LLCc/o
  Eric S. Swartz300
  Colonial Center ParkwaySuite
  300Roswell,
  GA 30076Telephone:
  (770) 640-8130THIS
  AGREEMENT IS ACCEPTED BY THE COMPANY IN THE AMOUNT OF THE
  MAXIMUM OFFERING AMOUNT ON THE 26TH DAY OF MARCH, 2001.GREENLAND CORPORATIONBy:Thomas Beener, Corporate SecretaryAddress:Attn: Thomas Beener1935 Avenida del Oro, Suite DOceanside, CA 92056Telephone (760) 414-9941Facsimile 
  (760) 414-9943

ADVANCE PUT NOTICE



GREENLAND
CORPORATION(the
"Company") hereby intends, subject to the Individual Put Limit (as
defined in the Investment Agreement), to elect to exercise a Put to sell the
number of shares of Common Stock of the Company specified below, to
_____________________________, the Investor, as of the Intended Put Date
written below, all pursuant to that certain Investment Agreement (the
"Investment Agreement") by and between the Company and Swartz Private
Equity, LLC dated on or about March 26,
2001.



Date of Advance Put Notice:Intended Put Date:Intended Put Share Amount:Company
  Designation Maximum Put Dollar Amount (Optional):Company
  Designation Minimum Put Share Price (Optional):GREENLAND CORPORATIONBy:Thomas Beener, Corporate SecretaryAddress:Attn: Thomas Beener1935 Avenida del Oro, Suite DOceanside, CA 92056Telephone (760) 414-9941Facsimile 
  (760) 414-9943

EXHIBIT D

CONFIRMATION
of ADVANCE PUT NOTICE

_________________________________, the
Investor, hereby confirms receipt of GREENLAND
CORPORATIONs (the "Company") Advance Put Notice on the
Advance Put Date written below, and its intention to elect to exercise a Put to
sell shares of common stock ("Intended Put Share Amount") of the
Company to the Investor, as of the intended Put Date written below, all
pursuant to that certain Investment Agreement (the "Investment
Agreement") by and between the Company and Swartz Private Equity, LLC
dated on or about March 26, 2001.



Date of Confirmation:Date of Advance Put Notice:Intended Put Date:Intended Put Share Amount:Company
  Designation Maximum Put Dollar Amount (Optional):.Company
  Designation Minimum Put Share Price (Optional):.INVESTOR(S)Investors NameBy:(Signature)Address:Telephone No:Facsimile No:

EXHIBIT E

PUT
NOTICE

GREENLAND
CORPORATION(the
"Company") hereby elects to exercise a Put to sell shares of common
stock ("Common Stock") of the Company to
_____________________________, the Investor, as of the Put Date, at the Put
Share Price and for the number of Put Shares written below, all pursuant to
that certain Investment Agreement (the "Investment Agreement") by and
between the Company and Swartz Private Equity, LLC dated on or about March 26, 2001.



Put Date:Intended
  Put Share Amount (from Advance Put Notice): Common SharesCompany
  Designation Maximum Put Dollar Amount (Optional):.Company
  Designation Minimum Put Share Price (Optional):.

Note:  Capitalized terms shall have the meanings
ascribed to them in this Investment Agreement.



GREENLAND CORPORATIONBy:Thomas Beener, Corporate SecretaryAddress:Attn: Thomas Beener1935 Avenida del Oro, Suite DOceanside, CA 92056Telephone (760) 414-9941Facsimile 
  (760) 414-9943

EXHIBIT G

CONFIRMATION
of PUT NOTICE

_________________________________, the
Investor, hereby confirms receipt of Greenland
Corporation (the "Company") Put Notice  and election to exercise a Put to sell
___________________________ shares of common stock ("Common Stock")
of the Company to Investor, as of the Put Date, all pursuant to that certain
Investment Agreement (the "Investment Agreement") by and between the
Company and Swartz Private Equity, LLC dated on or about March 26, 2001.

Date of Confirmation:Date of Put Notice:Put Date:Intended Put Share Amount:Company
  Designation Maximum Put Dollar Amount (Optional):.Company
  Designation Minimum Put Share Price (Optional):.INVESTOR(S)Investors NameBy:(Signature)Address:Telephone No:Facsimile No:

EXHIBIT G

REGISTRATION RIGHTS AGREEMENT

THIS
REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as
of March 26, 2001, by and among Greenland Corporation, a corporation duly
incorporated and existing under the laws of the State of Nevada (the
"Company"), and the investor as named on the signature page hereto
(hereinafter referred to as "Investor").

RECITALS:

WHEREAS,
pursuant to the Company's offering ("Offering") of up to Thirty Five
Million Dollars ($35,000,000) of Common Stock of the Company, pursuant to that
certain Investment Agreement of even date herewith (the "Investment
Agreement") between the Company and the Investor, the Company has agreed
to sell and the Investor has agreed to purchase, from time to time as provided
in the Investment Agreement, shares of the Company's Common Stock for a maximum
aggregate offering amount as described above;

WHEREAS,
pursuant to the terms of the Investment Agreement, the Company has agreed to
issue to the Investor the Commitment Warrants and, in certain events,
Additional Warrants (as defined in the Warrant Antidilution Agreement between
the Company and the Investor) to purchase a number of shares of Common Stock,
exercisable for five (5) years from their respective dates of issuance
(collectively, the "Warrants"); and

WHEREAS,
pursuant to the terms of the Investment Agreement, the Company has agreed to
provide the Investor with certain registration rights with respect to the
Common Stock to be issued in the Offering and the Common Stock issuable upon
exercise of the Warrants as set forth in this Agreement.

TERMS:

NOW,
THEREFORE, in consideration of the mutual promises, representations, warranties,
covenants and conditions set forth in this Agreement and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

1.          Certain
Definitions.  As used in this
Agreement (including the Recitals above), the following terms shall have the
following meanings (such meanings to be equally applicable to both singular and
plural forms of the terms defined):

"Additional
Registration Statement" shall have the meaning set forth in Section 3(b).

"Additional
Warrants" shall have the meaning ascribed to it the Warrant Antidilution
Agreement between the Company and the Investor.

"Additional
Warrant Shares" shall mean shares of Common Stock isuuable upon exercise
of any Additional Warrant.

"Amended
Registration Statement" shall have the meaning set forth in Section 3(b).

"Business
Day" shall have the meaning set forth in the Investment Agreement.

"Closing
Bid Price" shall have the meaning set forth in the Investment Agreement.

"Commitment
Warrant" shall have the meaning as set forth in the Investment Agreement.

"Common
Stock" shall mean the common stock, par value $0.01, of the Company.

"Due
Date" shall mean the date that is one hundred twenty (120) days after the
date of this Agreement.

"Effective
Date" shall have the meaning set forth in Section 2.3.

"Exchange
Act" shall mean the Securities Exchange Act of 1934, as amended, together
with the rules and regulations promulgated thereunder.

"Filing
Deadline" shall mean the date that is forty-five (45) days after the date
of this Agreement.

"Ineffective
Period" shall mean any period of time after the Effective Date during the
term hereof that the Registration Statement or any Supplemental Registration
Statement (each as defined herein) becomes ineffective or unavailable for use
for the sale or resale, as applicable, of any or all of the Registrable
Securities (as defined herein) for any reason (or in the event the prospectus
under either of the above is not current and deliverable).

"Investment
Agreement" shall have the meaning set forth in the Recitals hereto.

"Investor"
shall have the meaning set forth in the preamble to this Agreement.

"Holder"
shall mean Investor, and any other person or entity owning or having the right
to acquire Registrable Securities or any permitted assignee.

"Piggyback
Registration" and "Piggyback Registration Statement" shall have
the meaning set forth in Section 4.

"Put"
shall have the meaning as set forth in the Investment Agreement.

"Register,"
"Registered," and "Registration" shall mean and refer to a
registration effected by preparing and filing a registration statement or
similar document in compliance with the Securities Act and pursuant to Rule 415
under the Securities Act or any successor rule, and the declaration or ordering
of effectiveness of such registration statement or document.

"Registrable
Securities" shall have the meaning set forth in Section 2.1.

"Registration
Statement" shall have the meaning set forth in Section 2.2.

"Rule
144" shall mean Rule 144, as amended, promulgated under the Securities
Act.

"Securities
Act" shall mean the Securities Act of 1933, as amended, together with the
rules and regulations promulgated thereunder.

"Supplemental
Registration Statement" shall have the meaning set forth in Section 3(b).

"Warrants"
shall have the meaning set forth in the above Recitals.

"Warrant
Shares" shall mean shares of Common Stock issuable upon exercise of any
Warrant.

2.          Required
Registration.

2.1        Registrable Securities. 
 "Registrable Securities" shall
mean those shares of the Common Stock of the Company together with any capital
stock issued in replacement of, in exchange for or otherwise in respect of such
Common Stock, that are: (i) issuable or issued to the Investor pursuant to the
Investment Agreement, or (ii) issuable or issued upon exercise of the
Commitment Warrants; provided, however, that notwithstanding the above, the
following shall not be considered Registrable Securities:

(a)
any Common Stock which would otherwise be deemed to be Registrable Securities,
ifand to the extent that those
shares of Common Stock may be resold in a public transaction without volume
limitationsor other material
restrictions without registration under the Securities Act, including without
limitation, pursuant to Rule 144 under the Securities Act; and

(b)
any shares of Common Stock which have been sold in a private transaction in
which the transferors rights under this Agreement are not assigned.

2.2        Filing of Initial Registration
Statement.  The Company shall, by
the Filing Deadline, file a registration statement ("Registration
Statement") on Form SB-2 (or other suitable form, at the Company's
discretion, but subject to the reasonable approval of Investor), covering the
resale of a number of shares of Common Stock as Registrable Securities equal to
at least Twenty Five Million (25,000,000) shares of Common Stock and shall
cover, to the extent allowed by applicable law, such indeterminate number of additional
shares of Common Stock that may be issued or become issuable as Registrable
Securities by the Company pursuant to Rule 416 of the Securities Act.  In the event that the Company has not filed
the Registration Statement by the Filing Deadline, then the Company shall pay
to Investor an amount equal to $500, in cash, for each Business Day
after the Filing Deadline until such Registration Statement is filed,
payable within ten (10) Business Days following the end of each calendar
month in which such payments accrue.

2.3        Response to SEC Comments; Registration
Effective Date.  The Company shall
use its best efforts to have the Registration Statement declared effective by
the SEC (the date of such effectiveness is referred to herein as the
"Effective Date") by the Due Date. 
In the event that the SEC has comments to the Registration Statement,
the Company shall file a written response to any such comments within thirty
(30) days of the Companys receipt of such comments (the "Comment Response
Deadline").  In the event that the
Company has not filed a written response to any such SEC comments by the
applicable Comment Response Deadline, then the Company shall pay to Investor
an amount equal to $500, in cash, for each Business Day after the Comment
Response Deadline until such responses are provided to the SEC in writing,
payable within ten (10) Business Days following the end of each calendar
month in which such payments accrue.

2.4        Shelf Registration.  The
Registration Statement shall be prepared
as a "shelf" registration statement under Rule 415, and shall be
maintained effective until the later of (i) March 31, 2002 or (ii) the date
that is six (6) months after the last Put Closing pursuant to the Investment
Agreement.

2.5        Supplemental Registration
Statement.  Anytime the Registration Statement does not
cover a sufficient number of shares of Common Stock to cover all outstanding
Registrable Securities, the Company shall promptly prepare and file with the
SEC such Supplemental Registration Statement and the prospectus used in
connection with such registration statement as may be necessary to comply with
the provisions of the Securities Act with respect to the disposition of all
such Registrable Securities and shall use its best efforts to cause such Supplemental
Registration Statement to be declared effective as soon as possible.

2.6        Demand Registration for Additional

Warrant Shares.Anytime that the
Company has issued to the Investor Additional Warrants representing in excess
of 1,000,000Additional Warrant
Shares which have not yet been registered for resale, the Company shall
promptly file a registration statement (the "Additional Warrant
Registration Statement") on any suitable form, covering the resale of all
then unregistered Additional Warrant Shares and, to the extent allowed by
applicable law, such indeterminate number of additional shares of Common Stock
that may be issued or become issuable as Registrable Securities by the Company
pursuant to Rule 416 of the Securities Act.

3.          Obligations
of the Company.  Whenever
required under this Agreement to effect the registration of any Registrable
Securities, the Company shall, as expeditiously as reasonably possible:

(a)  Prepare and file with the Securities and
Exchange Commission ("SEC") a Registration Statement with respect to
such Registrable Securities and use its best efforts to cause such Registration
Statement to become effective and to remain effective until the earlier of (i)
the date that all Registrable Securities are resold pursuant to such
Registration Statement, or (ii) the date that is one (1) year after the
Termination Date (as defined in the Investment Agreement).

(b)  Prepare and file with the SEC such
amendments and supplements to such Registration Statement and the prospectus used
in connection with such Registration Statement ("Amended Registration
Statement") or prepare and file any additional registration statement
("Additional Registration Statement," together with the Amended
Registration Statement, "Supplemental Registration Statements") as
may be necessary to comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such Supplemental
Registration Statements or such prior registration statement and to cover the
resale of all Registrable Securities.

(c)  Furnish to the Holders such numbers of
copies of a prospectus, including a preliminary prospectus (if applicable), in
conformity with the requirements of the Securities Act, and such other
documents as they may reasonably request in order to facilitate the disposition
of Registrable Securities owned by them.

(d)  Use its best efforts to register and qualify
the securities covered by such Registration Statement under such other
securities or Blue Sky laws of the jurisdictions in which the Holders are
located, or such other jurisdictions as shall be reasonably requested by the
Holders of the Registrable Securities covered by such Registration Statement
and of all other jurisdictions where legally required, provided that the
Company shall not be required in connection therewith or as a condition thereto
to qualify to do business or to file a general consent to service of process in
any such states or jurisdictions.

(e)         [Intentionally Left Blank].

(f)  As promptly as practicable after becoming
aware of such event, notify each Holder of Registrable Securities of the
happening of any event of which the Company has knowledge, as a result of which
the prospectus included in the Registration Statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, use its
best efforts promptly to prepare a supplement or amendment to the Registration
Statement to correct such untrue statement or omission, and deliver a number of
copies of such supplement or amendment to each Holder as such Holder may
reasonably request.

(g)  Provide Holders with notice of the date that
a Registration Statement or any Supplemental Registration Statement registering
the resale of the Registrable Securities is declared effective by the SEC, and
the date or dates when the Registration Statement is no longer effective.

(h)  Provide Holders and their representatives
the opportunity and a reasonable amount of time, based upon reasonable notice
delivered by the Company, to conduct a reasonable due diligence inquiry of
Companys pertinent financial and other records and make available its officers
and directors for questions regarding such information as it relates to
information contained in the Registration Statement.

(i)  Provide Holders and their representatives
the opportunity to review the Registration Statement and all amendments or
supplements thereto prior to their filing with the SEC by giving the Holder at
least ten (10) business days advance written notice prior to such filing.

(j)  Provide each Holder with prompt notice of
the issuance by the SEC or any state securities commission or agency of any
stop order suspending the effectiveness of the Registration Statement or the
initiation of any proceeding for such purpose. 
The Company shall use its best efforts to prevent the issuance of any
stop order and, if any is issued, to obtain the removal thereof at the earliest
possible date.

(k)  Use its best efforts to list the Registrable
Securities covered by the Registration Statement with all securities exchanges
or markets on which the Common Stock is then listed and prepare and file any
required filing with the NASD, American Stock Exchange, NYSE and any other
exchange or market on which the Common Stock is listed.

4.          Ineffective
Period.

(a)  Ineffective Period Payment.  Within five (5) Business Days
after the last
day of any Ineffective Period, the Company will pay to the Investor in cash
("Ineffective Period Payments"), as liquidated damages for such
suspension and not as a penalty, an amount equal to the number of shares of
Common Stock issued to the Investor in any Put with a Pricing Period End Date
(as defined in the Investment Agreement) that is thirty (30) business days or
less prior to the date that the Ineffective Period commences, multiplied by the
difference of:

(i) the highest closing price of
the Companys Common Stock for any trading day during the Ineffective Period,minus(ii) the lowest closing price of
the Companys Common Stock for the five (5) trading days including and
immediately following the last trading day of such Ineffective Period.(b) Liquidated Damages.  The parties hereto acknowledge and agree
that the sums payable as Ineffective Period Payments shall give rise to
liquidated damages and not penalties. 
The parties further acknowledge that (i) the amount of loss or damages likely
to be incurred by the Holder is incapable or is difficult to precisely
estimate, (ii) the amounts specified bear a reasonable proportion and are not
plainly or grossly disproportionate to the probable loss likely to be incurred
by the Investor, and (iii) the parties are sophisticated business parties and
have been represented by sophisticated and able legal and financial counsel and
negotiated this Agreement at arms length.

5.          Piggyback
Registration.  If anytime
prior to the date that the Registration Statement is declared effective or
during any Ineffective Period (as defined in the Investment Agreement) the
Company proposes to register (including for this purpose a registration
effected by the Company for shareholders other than the Holders) any of its
Common Stock under the Securities Act in connection with the public offering of
such securities solely for cash (other than a registration relating solely for
the sale of securities to participants in a Company stock plan or a
registration on Form S-4 promulgated under the Securities Act or any successor
or similar form registering stock issuable upon a reclassification, upon a
business combination involving an exchange of securities or upon an exchange
offer for securities of the issuer or another entity), the Company shall, at
such time, promptly give each Holder written notice of such registration (a
"Piggyback Registration Statement"). 
Upon the written request of each Holder given by fax within ten (10)
days after mailing of such notice by the Company, the Company shall cause to be
included in such registration statement under the Securities Act all of the
Registrable Securities that each such Holder has requested to be registered
("Piggyback Registration") and all of the Additional Warrant Shares that
are then unregistered, in each case to the extent such inclusion does not
violate the registration rights of any other security holder of the company
granted prior to the date hereof; provided, however, that nothing herein shall
prevent the Company from withdrawing or abandoning such registration statement
prior to its effectiveness.

6.          Limitation
on Obligations to Register under a Piggyback Registration.  In the case of a Piggyback Registration
pursuant to an underwritten public offering by the Company, if the managing
underwriter determines and advises in writing that the inclusion in the related
Piggyback Registration Statement of all Registrable Securities proposed to be
included would interfere with the successful marketing of the securities proposed
to be registered by the Company, then the number of such Registrable Securities
to be included in such Piggyback Registration Statement, to the extent any such
Registrable Securities may be included in such Piggyback Registration
Statement, shall be allocated among all Holders who had requested Piggyback
Registration pursuant to the terms hereof, in the proportion that the number of
Registrable Securities which each such Holder seeks to register bears to the
total number of Registrable Securities sought to be included by all Holders. If
required by the managing underwriter of such an underwritten public offering,
the Holders shall enter into an agreement limiting the number of Registrable
Securities to be included in such Piggyback Registration Statement and the
terms, if any, regarding the future sale of such Registrable Securities.

7.          Dispute
as to Registrable Securities. 
In the event the Company believes that shares sought to be registered
under Section 2 or Section 5 by Holders do not constitute "Registrable
Securities" by virtue of Section 2.1 of this Agreement, and the status of
those shares as Registrable Securities is disputed, the Company shall provide,
at its expense, an Opinion of Counsel, reasonably acceptable to the Holders of
the Securities at issue (and satisfactory to the Companys transfer agent to
permit the sale and transfer), that those securities may be sold immediately,
without volume limitation or other material restrictions, without registration
under the Securities Act, by virtue of Rule 144 or similar provisions.

8.          Furnish
Information.  At the
Companys request, each Holder shall furnish to the Company such information
regarding Holder, the Registrable Securities held by it, and the intended
method of disposition of such securities to the extent required to effect the
registration of its Registrable Securities or to determine that registration is
not required pursuant to Rule 144 or other applicable provision of the
Securities Act.  The Company shall
include all information provided by such Holder pursuant hereto in the
Registration Statement, substantially in the form supplied, except to the
extent such information is not permitted by law.

9.          Expenses.  All expenses, other than commissions and
fees and expenses of counsel to the selling Holders, incurred in connection
with registrations, filings or qualifications pursuant hereto, including
(without limitation) all registration, filing and qualification fees, printers'
and accounting fees, fees and disbursements of counsel for the Company, shall
be borne by the Company.

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

(a)         To
the extent permitted by law, the Company will indemnify and hold harmless each
Holder, the officers, directors, partners, legal counsel, and accountants of
each Holder, any underwriter (as defined in the Securities Act, or as deemed by
the Securities Exchange Commission, or as indicated in a registration
statement) for such Holder and each person, if any, who controls such Holder or
underwriter within the meaning of Section 15 of the Securities Act or the
Exchange Act, against any losses, claims, damages, or liabilities (joint or
several) to which they may become subject under the Securities Act, the
Exchange Act or other federal or state law, insofar as such losses, claims,
damages, or liabilities (or actions in respect thereof) arise out of or are
based upon any of the following statements or omissions: (i) any untrue
statement or alleged untrue statement of a material fact contained in such
registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto, or (ii)
the omission or alleged omission to state therein a material fact required to
be stated therein, or necessary to make the statements therein not misleading,
and the Company will reimburse each such Holder, officer or director,
underwriter or controlling person for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability, or action; provided, however, that the indemnity
agreement contained in this subsection 10(a) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability, or action if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld), nor shall the Company be liable in any such case
for any such loss, claim, damage, liability, or action to the extent that it
arises out of or is based upon a violation which occurs in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by any such Holder, officer, director, underwriter or
controlling person; provided however, that the above shall not relieve the
Company from any other liabilities which it might otherwise have.

(b)        Promptly after receipt by an indemnified

party under this Section 10 of notice of the commencement of any action
(including any governmental action), such indemnified party will, if a claim in
respect thereof is to be made against any indemnifying party under this Section
10, deliver to the indemnifying party a written notice of the commencement thereof
and the indemnifying party shall have the right to participate in, and, to the
extent the indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume, the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party shall
have the right to retain its own counsel, with the reasonably incurred fees and
expenses of one such counsel to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential
conflicting interests between such indemnified party and any other party
represented by such counsel in such proceeding.  The failure to deliver written notice to the indemnifying party
within a reasonable time of the commencement of any such action, if materially
prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this Section
10, but the omission so to deliver written notice to the indemnifying party
will not relieve it of any liability that it may have to any indemnified party
otherwise than under this Section 10.

(c)         To the extent that the foregoin
g
undertaking by the Company may be unenforceable for any reason, the Company
shall make the maximum contribution to the payment and satisfaction of each of
the indemnified liabilities which it would be required to make if such
foregoing undertaking was enforceable which is permissible under applicable
law.

(d)        The obligations of the Company and
Holders under this Section 10 shall survive the resale, if any, of the Common
Stock, the completion of any offering of Registrable Securities in a
Registration Statement under this Agreement, and otherwise.

11.        Reports Under Exchange Act.  With a view to making available to the
Holders the benefits of Rule 144 promulgated under the Securities Act and any
other rule or regulation of the SEC that may at any time permit a Holder to
sell securities of the Company to the public without registration, the Company
agrees to:

(a)         make and keep public informatio
n
available, as those terms are understood and defined in Rule 144; and

(b)        use its best efforts to file with the

SEC in a timely manner all reports and other documents required of the Company
under the Securities Act and the Exchange Act.

12.        Amendments to Registration Rights. 
Any provision of this Agreement may be amended and the observance
thereof may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company
and the written consent of each Holder affected thereby.  Any amendment or waiver effected in accordance
with this paragraph shall be binding upon each Holder, each future Holder, and
the Company.  The Company will provide
the Investor five (5) business days notice prior to filing any amendment to the
Registration Statement or any amendment or supplement to the Prospectus and
shall give the Investor the opportunity to review and comment on any such
amendment or supplement.  Failure of the
Investor to comment within five (5) business days shall not preclude the
Company from filing such amendment or supplement after such notice period has
expired.

13.        Notices. All notices required or
permitted under this Agreement shall be made in writing signed by the party
making the same, shall specify the section under this Agreement pursuant to
which it is given, and shall be addressed if to (i) the Company at:  Greenland Corporation; Attn: Thomas Beener,
Corporate Secretary, 1935 Avenida del Oro, Suite D, Oceanside CA  92056; Telephone: (760) 414-9943, Facsimile:
(760) 414-9943 (or at such other location as directed by the Company in
writing) and (ii) the Holders at their respective last address as the party as
shown on the records of the Company. 
Any notice, except as otherwise provided in this Agreement, shall be
made by fax and shall be deemed given at the time of transmission of the fax.

14.        Termination.  This Agreement shall terminate on the date
all Registrable Securities cease to exist (as that term is defined in Section
2.1 hereof); but without prejudice to (i) the parties' rights and obligations
arising from breaches of this Agreement occurring prior to such termination
(ii) other indemnification obligations under this Agreement.

15.        Assignment.  No assignment, transfer or delegation,
whether by operation of law or otherwise, of any rights or obligations under
this Agreement by the Company or any Holder, respectively, shall be made
without the prior written consent of the majority in interest of the Holders or
the Company, respectively; provided that the rights of a Holder may be
transferred to a subsequent holder of the Holder's Registrable Securities
(provided such transferee shall provide to the Company, together with or prior
to such transferee's request to have such Registrable Securities included in a
Registration, a writing executed by such transferee agreeing to be bound as a
Holder by the terms of this Agreement), and the Company hereby agrees to file
an amended registration statement including such transferee as a selling
security holder thereunder; and provided further that the Company may transfer
its rights and obligations under this Agreement to a purchaser of all or a
substantial portion of its business if the obligations of the Company under
this Agreement are assumed in connection with such transfer, either by merger
or other operation of law (which may include without limitation a transaction
whereby the Registrable Securities are converted into securities of the
successor in interest) or by specific assumption executed by the transferee.

16.        Governing
Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of Georgia
applicable to agreements made in and wholly to be performed in that
jurisdiction, except for matters arising under the Securities Act or the
Exchange Act, which matters shall be construed and interpreted in accordance
with such laws.  Any dispute arising out
of or relating to this Agreement or the breach, termination or validity hereof
shall be finally settled by the federal or state courts located in Fulton
County, Georgia.

17.        Execution
in Counterparts Permitted.This
Agreement may be executed in any number of counterparts, each of which shall be
enforceable against the parties actually executing such counterparts, and all
of which together shall constitute one (1) instrument.

18.        Specific
Performance.  The Holder
shall be entitled to the remedy of specific performance in the event of the
Companys breach of this Agreement, the parties agreeing that a remedy at law
would be inadequate.

19.        Indemnity.  Each party shall indemnify each other party
against any and all claims, damages (including reasonable attorneys fees), and
expenses arising out of the first partys breach of any of the terms of this
Agreement.

20.        Entire
Agreement; Written Amendments Required.This Agreement, including the Exhibits attached hereto, the
Investment Agreement, the Common Stock certificates, and the other documents
delivered pursuant hereto constitute the full and entire understanding and
agreement between the parties with regard to the subjects hereof and thereof,
and no party shall be liable or bound to any other party in any manner by any
warranties, representations or covenants except as specifically set forth
herein or therein.  Except as expressly
provided herein,

[INTENTIONALLY LEFT BLANK]

neither this Agreement nor any term
hereof may be amended, waived, discharged or terminated other than by a written
instrument signed by the party against whom enforcement of any such amendment,
waiver, discharge or termination is sought.



IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of this 26th
day of March, 2001.

GREENLAND
  CORPORATIONBy:Thomas Beener, Corporate
  Secretary

Address:
  1935
  Avenida del Oro, Suite DOceanside,
  CA 92056Telephone:
  (760) 414-9941Facsimile:  (760) 414-9943

INVESTOR:SWARTZ
  PRIVATE EQUITY, LLC.By:Eric S. Swartz, Manager

Address:
  300
  Colonial Center ParkwaySuite
  300Roswell,
  GA  30076Telephone:
  (770) 640-8130Facsimile:  (770) 640-7150