ECOM ECOM.COM, INC.

                 AMENDED AND RESTATED 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 J.

SEE ADDITIONAL LEGENDS AT SECTIONS 4.7.


     THIS AMENDED AND RESTATED INVESTMENT AGREEMENT (this "Agreement" or
"Investment Agreement") is dated as of the 13th day of May, 1999, by and
between eCom eCom.com, Inc., a corporation duly organized and existing under
the laws of the State of Florida (the "Company"), and Swartz Private Equity,
LLC ("Investor"), and amends and restates that certain Investment Agreement
between the Company and the Investor dated May 13, 1999.

                                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 Million Dollars ($30,000,000) (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 Section 4(2) promulgated under the Act,
Regulation D promulgated under 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):

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     "20% Approval" shall have the meaning set forth in Section 5.26.

     "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 E.

     "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 F.

     "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 6.5.

     "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 Shares and
Warrant Shares.

     "Agreed Upon Procedures Report" shall have the meaning set forth in
Section 2.6.3(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 2.3.6(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
6.6.1.

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

     "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 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 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,

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or if the foregoing do not apply, the last closing bid price 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 2.7.

     "Commitment Warrants" shall have the meaning set forth in Section 2.7.

     "Commitment Warrant Exercise Price" shall have the meaning set forth in
Section 2.7.

     "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 eCom eCom.com, Inc., a corporation duly organized
and existing under the laws of the State of  Florida.

     "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 2.3.14.

     "Conditions to Investor's Obligations" shall have the meaning as set
forth in Section 2.2.4.

      "Delisting Event" shall mean any time during the term of this Investment
Agreement, that the Company's Common Stock is not quoted or listed on, 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 2.6

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

     "Evaluation Day" shall have the meaning set forth in Section 2.3.7(b).

     "Equity Securities" shall have the meaning set forth in Section 6.6.1.

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

<PAGE>



     "Extended Put Period" shall mean the period of time between the Advanced
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 mean any period of time that the Registration
Statement or any Supplemental Registration Statement (each as defined in the
Registration Rights Agreement) becomes ineffective or unavailable for use for
the sale or resale, as applicable, of any or all of the Registrable Securities
(as defined in the Registration Rights Agreement) for any reason (or in the
event the prospectus under either of the above is not current and deliverable)
during any time period required under 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 2.2.3.

     "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 5.18, as set
forth in Exhibit N.

     "Late Payment Amount" shall have the meaning set forth in Section 2.3.8.

     "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"); provided, however, that if the other entity involved
in such consolidation, merger, combination or event is a publicly traded
company with "Substantially Similar Trading Characteristics" (as defined
below) as the Company and the holders of Common Stock are to receive solely
Common Stock or no consideration (if the Company is the surviving entity) or
solely common stock of such other entity (if such other entity is the

<PAGE>


surviving entity), such transaction shall not be deemed to be a Major
Transaction (provided the surviving entity, if other than the Company, shall
have agreed to assume all obligations of the Company under this Agreement and
the Registration Rights Agreement).  For purposes hereof, an entity shall have
Substantially Similar Trading Characteristics as the Company if the average
daily dollar trading volume of the common stock of such entity is equal to or
in excess of $200,000 for the 90th through the 31st day prior to the public
announcement of such transaction;

          (ii) the sale or transfer of all or substantially all of the
Company's assets; or

          (iii) a purchase, tender or exchange offer made to the holders of
outstanding shares of Common Stock, such that following such purchase, tender
or exchange offer a Change of Control shall have occurred.

     "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 2.3.6(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) $10 million.

     "Maximum Offering Amount" shall mean Thirty Million Dollars
($30,000,000).

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

     "NASD" shall have the meaning set forth in Section 6.10.

     "NYSE" shall have the meaning set forth in Section 6.10.

     "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.

     "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, the Registration Opinion and
the Purchase Warrant Opinion of Counsel.

     "Payment Due Date" shall have the meaning set forth in Section 2.3.8.

     "Pricing Period" shall have the meaning set forth in Section 2.3.7(b).

     "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

<PAGE>



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 2.3.7(a).


     "Purchase Warrant" shall have the meaning set forth in Section 2.4.2.

     "Purchase Warrant Exercise Price" shall have the meaning set forth in
Section 2.4.2.

     "Purchase Warrant Opinion of Counsel" shall mean an opinion from
Company's independent counsel, substantially in the form attached as Exhibit
O, or such other form as agreed upon by the parties, as to the issuance of
Purchase Warrants to the Investor.

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

     "Put Cancellation" shall have the meaning set forth in Section 2.3.13(a).

     "Put Cancellation Notice Confirmation" shall have the meaning set forth
in Section 2.3.13(c), the form of which is attached hereto as Exhibit S.

     "Put Cancellation Date" shall have the meaning set forth in Section
2.3.13(a).

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

     "Put Closing" shall have the meaning set forth in Section 2.3.8.

     "Put Closing Date" shall have the meaning set forth in Section 2.3.8.

     "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 Put Share Price with respect to such Put Shares, subject to the
limitations herein.

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

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

     "Put Opinion of Counsel" shall mean an opinion from Company's independent
counsel, in the form attached as Exhibit I, 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.

<PAGE>



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

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

     "Registration Opinion Deadline" shall have the meaning set forth in
Section 2.3.6(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 mean Regulation D promulgated under the Securities
Act of 1933, as amended.

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

     "Required Put Documents" shall have the meaning set forth in Section
2.3.5.

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

     "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.

     "Semi-Annual Non-Usage Fee" shall have the meaning set forth in Section
2.7.

     "Share Authorization Increase Approval" shall have the meaning set forth
in Section 5.26.

     "Six Month Anniversary" shall mean the date that is the same Numeric Day
of the sixth (6th) calendar month after the Investment Date, and the date that
is the same Numeric Day of each sixth (6th) calendar month thereafter,
provided that if such date is not a Business Day, the next Business Day
thereafter.

     "Stockholder 20% Approval" shall have the meaning set forth in Section
6.12.

     "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.

<PAGE>



     "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.  Notwithstanding the above, if no
Registration Statement has been declared effective by the date that is one (1)
year after the date of this Agreement, the Termination Date shall be the date
that is one (1) year after the date of this Agreement.

     "Termination Fee" shall have the meaning set forth in Section 2.7.

     "Termination Notice" shall have the meaning as set forth in Section
2.3.14.

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

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

     "Transfer Agent Instructions" shall mean the Company's instructions to
its transfer agent, substantially in the form attached as Exhibit T, or such
other form as agreed upon by the parties.

     "Trigger Price" shall have the meaning set forth in Section 2.3.7(b).

     "Truncated Pricing Period" shall have the meaning set forth in Section
2.3.7(b).

     "Truncated Put Share Amount" shall have the meaning set forth in Section
2.3.13(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), not containing a restrictive legend
and not subject to any 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 L.

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

     "Warrants" shall mean the Commitment Warrants and the Purchase 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 and accompanying
Warrants 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.

<PAGE>



          2.2  Investment Commitment.

               2.2.1  [Intentionally Left Blank].

               2.2.2  [Intentionally Left Blank].

               2.2.3  Investment Commitment Closing.  The closing of this
Agreement (the "Investment Commitment Closing") shall be deemed to occur when
this Agreement and the Registration Rights Agreement have been executed by
both Investor and the Company, the Transfer Agent Instructions have been
executed by both the Company and the Transfer Agent, and the other Conditions
to Investor's Obligations set forth in Section 2.2.4 below have been met.

               2.2.4  Conditions to Investor's Obligations.  As a prerequisite
to the Investment Commitment Closing and the Investor's obligations hereunder,
all of the following (the "Conditions to Investor's Obligations") 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 Investment Commitment Opinion of Counsel (signed by the Company's
counsel), (iii) the Transfer Agent Instructions (executed by the Company and
the Transfer Agent), and (iv) 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)   [Intentionally Left Blank];

     (d)   the Company's Common Stock shall be quoted 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;

          (e)   other than continuing losses described in the Risk Factors set
forth in the Disclosure Documents (provided for in Section 3.2.4), as of the
Closing there 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

     (f)   the representations and warranties of the Company in this Agreement
shall be true and correct in all material respects and the conditions to
Investor's obligations set forth in this Section 2.2.4 shall have been
satisfied as of such 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 twenty (20) Business Days following the
preceding Put Date:

<PAGE>



                    (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 (unless otherwise agreed in writing by the Investor), the
Company shall deliver advance written notice (the "Advance Put Notice," the
form of which is attached hereto as Exhibit E, 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 an Advance Put Notice
(i) a maximum dollar amount of Common Stock, not to exceed $10,000,000, 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 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 80% of the Closing Bid
Price of the Company's common stock on the Advance Put Notice Date.

     Notwithstanding the above, if at the time of delivery of an Advance Put
Notice, more than two (2) Calendar Months have passed since the previous Put
Date, 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 F) 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 (i) 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 of 20,000 or more shares of Common Stock, for all Evaluation
Days (as defined below) in the Pricing Period, (ii) the number of Put Shares
which, when multiplied by their respective Put Share Prices, equals the
Maximum Put Dollar Amount, and (iii) 9.9% of the total amount of the Company's
Common Stock that would be outstanding upon completion of the Put.

                    (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 $.25, or (ii) 92% 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 G) 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

<PAGE>



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 H) 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 2.3.5 below) to the Investor (or to an agent of
Investor, if Investor so directs).  Unless otherwise specified by the
Investor, the Put Shares of Common Stock shall be transmitted electronically
pursuant to such electronic delivery system as the Investor shall request;
otherwise delivery shall be by physical certificates.  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, unless the Investor
agrees to delay the Put Date by up to three (3) Business Days, in which case
the Pricing Period begins on the Business Day following such new Put Date.  If
the Company has not delivered all of the Required Put Documents to the
Investor on or before the Put Date (or new Put Date, if applicable), and the
Investor has not agreed in writing to delay the Put Date, the Put is
automatically canceled (an "Impermissible Put Cancellation") and, unless the
Put was otherwise canceled in accordance with the terms of Section 2.3.13, the
Company shall pay the Investor $5,000 for its reasonable due diligence
expenses incurred in preparation for the canceled 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 canceled, unless otherwise
agreed by the Investor.

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

                    (a) the Company shall not exercise a Put or any Put
thereafter 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 gives rise to (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) the Company shall not exercise a Put or any Put
thereafter, on any date after a cumulative time period or series of time
periods, including both Ineffective Periods and Delisting Events, that lasts
for an aggregate of four (4) months;

                    (c) the Company shall not exercise a Put or any Put
thereafter 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;
provided that in the event that an involuntary bankruptcy petition is filed
against the Company, the Company shall have sixty (60) days to obtain
dismissal of such petition before such Put prohibition shall initiate;

<PAGE>



                    (d) the Company shall not exercise a Put 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; and

                    (e) the Company shall not exercise a Put after the Company
has breached any covenant in Section 2.7, Section 6, or Section 9 hereof.

               2.3.3  Put Limitations.  The Company's right to exercise a Put
shall be limited as follows:

                    (a) [Intentionally Left Blank].

                    (b) notwithstanding the amount of any Put, 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;

                    (c) the Investor shall not be obligated to acquire and pay
for the Put Shares with respect to any Put for which the Company has announced
a subdivision or combination, including a reverse split, of its Common Stock
or has subdivided or combined its Common Stock during the Extended Put Period;

                    (d) the Investor shall not be obligated to acquire and pay
for the Put Shares with respect to any Put for which the Company has paid a
dividend of its Common Stock or has made any other distribution of its Common
Stock during the Extended Put Period;

                    (e) the Investor shall not be obligated to acquire and pay
for the Put Shares with respect to any Put for which the Company has made,
during the Extended Put Period, a distribution of all or any portion of its
assets or evidences of indebtedness to the holders of its Common Stock;

                    (f) the Investor shall not be obligated to acquire and pay
for the Put Shares with respect to any Put for which a Major Transaction has
occurred during the Extended Put Period;

               2.3.4   Conditions Precedent to the Right of the Company to
Deliver an Advance Put Notice or a Put Notice and the Obligation of the
Investor to Purchase Put Shares.  The right of the Company to deliver an
Advance Put Notice or a Put Notice and the obligation of the Investor
hereunder to acquire and pay for the Put Shares incident to a Closing is
subject to the satisfaction, on (i) the date of delivery of such Advance Put
Notice or Put Notice and (ii) the applicable Put Closing Date, of each of the
following conditions:

          (a)   the Company's Common Stock shall be quoted 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
quoted, 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;

<PAGE>



          (c)   [Intentionally Left Blank].

          (d)     the representations and warranties of the Company are true
and correct in all material respects as if made on such date and the
conditions to Investors obligations set forth in this Section 2.3.4 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;

          (e)     the Company shall have 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;

          (f)     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 Companys knowledge
there is no notice of any investigation or inquiry concerning any stop order
with respect to the Registration Statement; and

          (g)     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 6.12.

               2.3.5  Documents Required to be Delivered on the Put Date as
Conditions to Closing of any Put.  The Closing of any Put and Investors
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 Unlegended Share Certificates (or
electronically delivered shares, as appropriate) 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, any required Registration Opinion, and any
report or disclosure required under Section 2.3.6 or Section 2.6;

                    (c) current Risk Factors; and

                    (d) 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.

               2.3.6  Accountants Letter and Registration Opinion.

                    (a)  The Company shall have caused to be delivered to the
Investor, (i) whenever required by Section 2.3.6(b) or by Section 2.6.3, 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 R (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, contains 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

<PAGE>



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 Statement, 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
Cancellation Notice to the Investor pursuant to Section 2.3.13 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 2.6.3, 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 2.3.6(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.

               2.3.7 Mechanics of Purchase of Put Shares.

                    (a)   Investors 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.

                    (b) Pricing Period.  For purposes hereof, the "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; provided that, if a Put Cancellation Notice has been delivered
to the Investor after the Put Date, the Pricing Period for such Put shall end
at on the close of trading on the last full trading day on the Principal
Market that ends prior to the moment of initial delivery of the Put
Cancellation Notice (a "Truncated Pricing Period") to the Investor.

     For purposes of this Agreement:

          "Trigger Price" for any Pricing Period shall mean the greater of (i)
the Company Designated Minimum Put Share Price, plus $.25, or (ii) the Company
Designated Minimum Put Share Price divided by .92.

          An "Evaluation Day" shall mean each Business Day during a Pricing
Period where the lowest intra-day trading price of the Common Stock is greater
than or equal to the Trigger Price.

<PAGE>



               2.3.8  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 Sections 2.3.4 and 2.3.5, 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 (or
such other time or later date as is mutually agreed to by the Company and the
Investor) (the "Payment Due Date") at the offices of Investor.   On 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.  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.

               2.3.9   [Intentionally Left Blank].

               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 6.12 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 Rules  or any successor
rule) (the "Nasdaq 20% Rule").

               2.3.12  [Intentionally Left Blank]

               2.3.13  Put Cancellation.

                    (a)   Mechanics of Put Cancellation. If at any time during
a Pricing Period the Company discovers the existence of Material Facts or any
Ineffective Period or Delisting Event occurs, the Company shall cancel the Put
(a "Put Cancellation"), by delivering written notice to the Investor (the "Put
Cancellation Notice"), attached as Exhibit Q, by facsimile and overnight
courier.  The "Put Cancellation Date" shall be the date that the Put
Cancellation Notice is first received by the Investor, if such notice is
received by the Investor by 6:00 p.m., New York, NY time, and shall be the
following date, if such notice is received by the Investor after 6:00 p.m.,
New York, NY time.

<PAGE>



                    (b)   Effect of Put Cancellation. Anytime a Put
Cancellation Notice is delivered to Investor after the Put Date, the Put shall
remain effective with respect to a number of Put Shares (the "Truncated Put
Share Amount")equal to the Put Share Amount for the Truncated Pricing Period.

                    (c)   Put Cancellation Notice Confirmation.  Upon receipt
by the Investor of a facsimile copy of the Put Cancellation Notice, the
Investor shall promptly send, via facsimile, a confirmation of receipt (the
"Put Cancellation Notice Confirmation," a form of which is attached as Exhibit
S) of the Put Cancellation Notice to the Company specifying that the Put
Cancellation Notice has been received and affirming the Put Cancellation Date.

               2.3.14  Investment Agreement Cancellation.  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 cancellation occurring during
an Extended Put Period is governed by Section 2.3.13.

               2.3.15   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 Investors
possession that are not being purchased by the Investor.

          2.4  Warrants.

               2.4.1  [Intentionally Omitted].

               2.4.2  Purchase Warrants.  Within five (5) Business Days of the
end of each Pricing Period, the Company shall issue and deliver to the
Investor a warrant ("Purchase Warrant"), in the form attached hereto as
Exhibit D, or such other form as agreed upon by the parties, to purchase a
number of shares of Common Stock equal to 8% of the number of Put Shares
issued to Investor in that Put.  Each Purchase Warrant shall be exerciseable
at a price (the "Purchase Warrant Exercise Price") which shall initially equal
110% of the Market Price on the Pricing Period End Date, and shall have semi-
annual reset provisions.  Each Purchase Warrant shall be immediately
exercisable at the Purchase Warrant Exercise Price, and shall have a term
beginning on the date of issuance and ending on the date that is five (5)
years thereafter.  The Warrant Shares shall be registered for resale pursuant
to the Registration Rights Agreement.  Concurrently with the issuance and
delivery of the Purchase Warrant to the Investor, the Company shall deliver to
the Investor a Purchase Warrant Opinion of Counsel (signed by the Companys
independent counsel).

          2.5  [Intentionally Left Blank].

          2.6  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 SEC Documents and other 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

<PAGE>



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.

                       2.6.1  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
2.6 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.

               2.6.2  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

<PAGE>



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.

               2.6.3  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 or 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.

          2.7  Commitment Payments.  In partial consideration hereof,
following the execution of the Letter of Agreement dated on or about April 19,
1999 between the Company and the Investor, the Company issued and delivered to
Investor or its designated assignees, warrants (the "Commitment Warrants") in
the form attached hereto as Exhibit U, or such other form as agreed upon by
the parties, to purchase 490,000 shares of Common Stock. The Commitment
Warrants shall be exerciseable at a price (the "Commitment Warrant Exercise
Price") which shall initially equal the average Closing Bid Price for the five
(5) trading days immediately preceding April 19, 1999 ("Initial Exercise
Price"), and shall have semi-annual reset provisions.  Each Commitment Warrant
shall be immediately exercisable at the Commitment Warrant Exercise Price, 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.  Concurrently with the issuance
and delivery of the Commitment Warrant to the Investor, the Company shall
deliver to the Investor a Commitment Warrant Opinion of Counsel (signed by the
Companys independent counsel).

     On the last Business Day of each six (6) Calendar Month period following
the Effective Date (each such period a "Commitment Evaluation Period"), if the
Company has not Put at least $1,000,000 in aggregate Put Dollar Amount during
that Commitment Evaluation Period, the Company, in consideration of Investors
commitment costs, including, but not limited to, due diligence expenses, shall
pay to the Investor an amount (the "Semi-Annual Non-Usage Fee ") equal to the
difference of (i) $100,000, minus (ii) 10% of the aggregate Put Dollar Amount
of the Put Shares put to Investor during that Commitment Evaluation Period.
In the event that the Company delivers a Termination Notice to the Investor or
Automatic Termination occurs, the Company shall pay to the Investor (the
"Termination Fee") the greater of (i) the Semi-Annual Non-Usage Fee for the
applicable Commitment Evaluation Period, or (ii) the difference of (x)
$200,000, minus (y) 10% of the aggregate Put Dollar Amount of the Put Shares
put to Investor during all Puts to date, and the Company shall not be required
to pay the Semi-Annual Non-Usage Fee thereafter.

<PAGE>



     Each Semi Annual Non-Usage Fee or Termination Fee is payable within five
(5) business days of the date it accrued, in cash or in registered,
unlegended, freely tradable Common Stock of the Company.  Where such payment
is made in shares of Common Stock, each share of Common Stock shall be valued
at the lesser of (i) the average Closing Bid Price for the five (5) Business
Days preceding the date that such Semi-Annual Non-Usage Fee is due, or (ii)
the average Closing Bid Price for the five (5) Business Days preceding the
date that such shares are delivered to 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.

     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 12 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 Investors 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 quarterly report on Form 10-QSB for the quarter ended February
28, 1999, (ii) the Company's report on Form 8-K filed on January 25, 1999
(iii) the Risk Factors, attached as Exhibit J, (the "Risk Factors") (iv) the
Capitalization Schedule, attached as Exhibit K, (the "Capitalization
Schedule") and (v) the Use of Proceeds Schedule, attached as Exhibit L, (the
"Use of Proceeds Schedule"); (b) Investor has read, reviewed, and relied
solely on the documents described in (a) above, the Companys 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

<PAGE>



"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 Investors 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
Investors 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 Investors purposes.


          3.3  Exempt Offering Under Regulation D.

               3.3.1   [Intentionally Left Blank].

               3.3.2  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.

               3.3.3  Restricted Securities.  Investor understands that the
Investment Agreement is, the Common Stock and Warrants 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.

               3.3.4  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

<PAGE>



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 Investors 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.  If Investor is a corporation,
Investor is duly and validly organized, validly existing and in good tax and
corporate standing as a corporation under the laws of the jurisdiction of its
incorporation 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.

<PAGE>



               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 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 6.9 below, shall bear the following legend (the
"Legend"):

<PAGE>



     "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
contemplated 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 Florida, USA and 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 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 have a material
adverse effect upon the Company or the market for the Common Stock.  The
Company has the following subsidiaries: U.S. Amateur Co., a Florida
corporation and U.S.A. Performance Products, Inc., a Florida corporation.

          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
Companys business, financial condition, or prospects since the dates of such
Disclosure Documents.  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), 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 Companys 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.

<PAGE>



          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 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 have a
material adverse effect on the Companys business or prospects, or on the
performance of its obligations under this Agreement, the Registration Rights
Agreement, (b) violate the Companys Certificate of Incorporation or By-Laws
or (c) violate any statute, rule or governmental regulation applicable to the
Company which violation would 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 quoted 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 reasonably anticipates that the Common Stock

<PAGE>



will continue to be quoted 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 May
13, 1999, is, and the capitalization as of the Closing, subject to exercise of
any outstanding warrants and/or exercise of any outstanding stock options,
after taking into account the offering of the Securities contemplated by this
Agreement and all other share issuances occurring prior to this Offering, will
be, as set forth in the Capitalization Schedule as set forth in Exhibit K.
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 M
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 M.  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 M.  To the best of the Companys 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 Companys 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 as Exhibit L hereto.  These purposes and amounts are estimates and are
subject to change without notice to any Investor.

          5.10  No Rights of Participation.  Other than Swartz Private Equity,
LLC, 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

<PAGE>


<PAGE>
the Securities will be held by Investor or regarding Investors 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 other than the Investor 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 Nasdaq.  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  [Intentionally Left Blank].

          5.17  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.

          5.18  Key Employees.  Each "Key Employee" (as defined in Exhibit N)
is currently serving the Company in the capacity disclosed in Exhibit N. 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.

<PAGE>



          5.19  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.

          5.20  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 as 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.

          5.21     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.

          5.22     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 Florida 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.

          5.23     Other Agreements.  The Company has not, directly or
indirectly, made any agreements with the Investor under a subscription in the
form of this Agreement for the purchase of Common Stock, relating to the terms
or conditions of the transactions contemplated hereby or thereby except as
expressly set forth herein, respectively, or in exhibits hereto or thereto.

          5.24     Major Transactions.  There are no other Major Transactions
currently pending or contemplated by the Company.

          5.25     Financings.  There are no other financings currently
pending or contemplated by the Company.

          5.26     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

<PAGE>




exchange, interdealer quotation system or other self-regulatory organization
with jurisdiction over the Company or any of its securities with respect to
the Companys ability to issue shares of Common Stock in excess of the Cap
Amount (such approvals being the "20% Approval") and (ii) the increase in the
number of authorized shares of Common Stock of the Company (the "Share
Authorization Increase Approval") such that at least 4,000,000 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 4,000,000 shares of Common
Stock for issuance under this Agreement.

          5.27  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
Companys Common Stock traded on its Principal Market.


     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.  The Company shall, until at
least the Termination Date, maintain its corporate existence in good standing
and remain a "Reporting Issuer" (defined as a Company which files periodic
reports under the Exchange Act) (provided, however, that the foregoing
covenant shall not prevent the Company from entering into any merger or
corporate reorganization as long as the surviving entity in such transaction,
if not the Company, assumes the Company's obligations with respect to the
Common Stock and has Common Stock listed for trading on a stock exchange or on
Nasdaq and is a Reporting Issuer) and shall pay all its taxes when due except
for taxes which the Company disputes.

          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  [Intentionally Omitted].

          6.5  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 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.

          6.6  Capital Raising Limitations; Rights of First Refusal.

               6.6.1  Capital Raising Limitations.  During the period from the
date of this Agreement until the earlier of (i) the date that is one year
after the Termination Date, or (ii) (a) in the case of a Company Termination,
the date that is one (1) year after the date of such Company Termination, or
(b) in the case of an Automatic Termination that is not waived by the

<PAGE>



Investor, the date that is six (6) months after the date of such Automatic
Termination, the Company shall not issue or sell, or agree to issue or sell,
for cash in private capital raising transactions (the following to be
collectively referred to herein as, the "Equity Securities"), either (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, without obtaining the
prior written approval of the Investor of the Offering (the limitations
referred to in this subsection 6.6.1 are collectively referred to as the
"Capital Raising Limitations").

               6.6.2  Investor's Right of First Refusal.  For any private
capital raising transactions of Equity Securities or equity line structured
investments which close after the date hereof and on or prior to the date that
is six (6) months 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 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.

               6.6.3  Exceptions to the Capital Raising Limitation and Rights
of First Refusal.  Notwithstanding the above, the Capital Raising Limitations
and the Rights of First Refusal shall not apply to  any transaction involving
issuances of securities in connection with a merger, consolidation,
acquisition or sale of assets, or in connection with any strategic partnership
or joint venture (the primary purpose of which is not to raise equity
capital), or in connection with the disposition or acquisition of a business,
product or license by the Company or exercise of options by employees,
consultants or directors.  The Capital Raising Limitations 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, directors or
consultants, or (c) the issuance of debt securities, with no equity feature,
incurred solely for working capital purposes.

               6.6.4  Effect of Payment Default by Investor.  The Capital
Raising Limitations and the Investor's Right of First Refusal shall not apply
so long as the payment of the required Put Dollar Amount for any Put Shares is
more than ten (10) Business Days past due and remains unpaid for five (5)
additional Business Days after the Company notifies the Investor in writing
that it intends to effect a transaction that would trigger either the Capital
Raising Limitations or the Investors Right of First Refusal.

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

          6.8  Opinion of Counsel.  Investor shall, concurrent with the
purchase of the Common Stock and accompanying Warrants pursuant to this
Agreement, 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, as

<PAGE>



to the Investment Commitment Closing and in the form attached as Exhibit I or
in such form as agreed upon by the parties, as to any Put Closing.

          6.9     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.

          6.10  Listing.  Subject to the remainder of this Section 6.10, the
Company shall ensure that its shares of Common Stock (including all Warrant
Shares) are quoted 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 Companys reporting, filing and other
obligations under the By-Laws or rules of the National Association of
Securities Dealers ("NASD") and such exchanges, as applicable.

          6.11  The Companys Instructions to Transfer Agent.  The Company
will instruct the Transfer Agent of the Common Stock, by delivering
instructions in the form of Exhibit T 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 6.9 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 Investors obligations and agreement set forth
in Sections 3.3.3 or 3.3.4 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)
pursuant to Rule 144, an Investor transfers Securities to an affiliate 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 6.11 will be inadequate and agrees, in the
event of a breach or threatened breach by the Company of the provisions of

<PAGE>



this Section 6.11, 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.

          6.12  Stockholder 20% Approval.  Prior to the closing of any Put
that would cause the Aggregate Issued Shares to exceed the Cap Amount, the
Company shall obtain approval of its stockholders to authorize (i) 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 Companys ability to issue shares of Common Stock in excess of the Cap
Amount (such approvals being the "Stockholder 20% Approval").

          6.13  Press Release.  The Company agrees that the Investor shall
have the right to review and comment upon any press release issued by the
Company in connection with the Offering which approval shall not be
unreasonably withheld by Investor.

          6.14  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 further Commitment Fees shall be due.

     7.   Investor Covenant/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 either party, this Agreement shall terminate.

          7.2  Successors and Assigns.  This Agreement shall not be assignable
without the Company's written consent.  If assigned, the terms and conditions
of this Agreement shall inure to the benefit of and be binding upon the
respective successors and assigns of the parties.  Nothing in this Agreement,
express or implied, is intended to confer upon any party other than the
parties hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.  Investor may assign
Investors rights hereunder, in connection with any private sale of the Common
Stock of such Investor, so long as, as a condition precedent to such transfer,
the transferee executes an acknowledgment agreeing to be bound by the
applicable provisions of this Agreement in a form acceptable to the Company
and provides an original copy of such acknowledgment to the Company.

          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.

<PAGE>



          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 neither 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 addresses and/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 addresses
and 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 attorneys fees and costs of
court.  Should the court refuse to find a prevailing party, each party shall
bear its own legal fees and costs.

     8.   Subscription and Wiring Instructions; Irrevocability.

          8.1  Subscription

              (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

<PAGE>



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.

          8.2  Acceptance of Subscription. Ownership of the number of
securities purchased hereby will pass to Investor upon the Warrant Closing or
any Put Closing.

          8.3   [Intentionally Omitted]

     9.  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 persons 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 attorneys fees and
disbursements (the "Indemnified Liabilities"), incurred by any Indemnitee as a
result of, or arising out of, or relating to (a) any misrepresentation or
breach of any representation or warranty made by the Company in the
Transaction Documents or any other certificate, instrument or 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, or (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.

     The Investor shall defend, protect, indemnify and hold harmless Company
and all of its stockholders, officers, directors, employees and direct or
indirect investors and any of the foregoing persons 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 attorneys fees and disbursements (the
"Indemnified Liabilities"), incurred by any Indemnitee as a result of, or
arising out of, or relating to (a) any misrepresentation or breach of any
representation or warranty made by the Investor in the Transaction Documents,
or (b) any breach of any covenant, agreement or obligation of the Investor

<PAGE>



contained in the Transaction Documents or any other certificate, instrument or
document contemplated hereby or thereby.

     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 Indemnitors 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.

     10.     [Intentionally Left Blank].









                   [INTENTIONALLY LEFT BLANK]



















<PAGE>



     11.     [Intentionally Left Blank].

     12.     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]

_____________________________________________________






















<PAGE>




     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 _____ day of May, 1999.

________________________________   ________________________________________
         Your Signature            PRINT EXACT NAME IN WHICH YOU WANT
                                   THE SECURITIES TO BE REGISTERED

________________________________   SECURITY DELIVERY INSTRUCTIONS:
Name: Please Print                 Please type or print address where your
                                     security is to be delivered

________________________________   ATTN: __________________________________
Title/Representative Capacity
 (if applicable)

________________________________   ________________________________________
Name of Company You Represent      Street Address
(if applicable)

________________________________   ________________________________________
Place of Execution of this         City, State or Province, Country,
 Agreement                           Offshore Postal Code


NOTICE DELIVERY INSTRUCTIONS:         WITH A COPY DELIVERED TO:
Please print address where any        Please print address where Copy is to
 Notice is to be delivered              be delivered

ATTN: ____________________________    ATTN: _______________________________


__________________________________    _____________________________________
Street Address                        Street Address

__________________________________    _____________________________________
City, State or Province, Country,     City, State or Country, Offshore
  Offshore Postal Code                  Postal Code
Telephone: _______________________    Telephone: __________________________
Facsimile: _______________________    Facsimile: __________________________
Facsimile: _______________________    Facsimile: __________________________

THIS AGREEMENT IS ACCEPTED BY THE COMPANY IN THE AMOUNT THE MAXIMUM OFFERING
AMOUNT ON THE ____ DAY OF MAY 1999.

                              ECOM ECOM.COM, INC.

                              By:
                                   David Panaia, CEO
                              Address:
                                   ECOM ECOM.COM, INC.
                                   8125 Monetary Drive, Suite H4
                                   Riviera Beach, FL 33404
                                   Telephone (561) 622-4395
                                   Facsimile: (561) 841-7422
<PAGE>



                              ADVANCE PUT NOTICE



ECOM ECOM.COM, INC. (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 May 13, 1999.


                    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):
                    ________________________________________.


                              ECOM ECOM.COM, INC.



                              By: _________________________________
                                    David Panaia, CEO

                         Address:
                              ECOM ECOM.COM, INC.
                              8125 Monetary Drive, Suite H4
                              Riviera Beach, FL 33404
                              Telephone (561) 622-4395
                              Facsimile: (561) 841-7422













<PAGE>



                      CONFIRMATION of ADVANCE PUT NOTICE


_________________________________, the Investor, hereby confirms receipt of
ECOM ECOM.COM, INC.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 May 13, 1999.


                    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 Name

                              By: ________________________________
                                   (Signature)
                    Address:  ____________________________________

                              ____________________________________

                              ____________________________________

                    Telephone No.: ___________________________________

                    Facsimile No.:  ___________________________________












<PAGE>




                                 PUT NOTICE

ECOM ECOM.COM, INC. (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 May 13, 1999.

                    Put Date :_________________

                    Intended Put Share Amount (from Advance Put
                    Notice):_________________ Common Shares

                    Company 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.




                              ECOM ECOM.COM, INC.


                              By: _________________________________
                                   David Panaia, CEO

                         Address:     ECOM ECOM.COM, INC.
                              8125 Monetary Drive, Suite H4
                              Riviera Beach, FL 33404
                              Telephone (561) 622-4395
                              Facsimile: (561) 841-7422















<PAGE>





                        CONFIRMATION of PUT NOTICE


_________________________________, the Investor, hereby confirms receipt of
eCom eCom.com, Inc. (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 May 13, 1999.


                              Date of this Confirmation: ________________

                              Put Date :_________________

                              Number of Put Shares of
                              Common Stock to be Issued: _____________

                              Volume Evaluation Period: _____ Business Days

                              Pricing Period: _____ Business Days



                              INVESTOR(S)

                              ___________________________________
                              Investor's Name

                              By: _________________________________
                                   (Signature)
                    Address:     ____________________________________

                              ____________________________________

                              ____________________________________

                    Telephone No.: ___________________________________

                    Facsimile No.: ____________________________________














<PAGE>



                           PUT CANCELLATION NOTICE


ECOM ECOM.COM, INC. (the "Company") hereby cancels the Put specified below,
pursuant to that certain Investment Agreement (the "Investment Agreement") by
and between the Company and Swartz Private Equity, LLC dated on or about May
13, 1999, as of the close of trading on the date specified below (the
"Cancellation Date," which date must be on or after the date that this notice
is delivered to the Investor), provided that such cancellation shall not apply
to the number of shares of Common Stock equal to the Truncated Put Share
Amount (as defined in the Investment Agreement).




                              Cancellation Date: _____________________

                              Put Date of Put Being Canceled: __________

                              Number of Shares Put on Put Date: _________

                              Reason for Cancellation (check one):

                              [   ] Material Facts, Ineffective Registration
                                    Period.

                              [    ] Delisting Event

The Company understands that, by canceling this Put, it must give twenty (20)
Business Days advance written notice to the Investor before effecting the next
Put.


                              ECOM ECOM.COM, INC.


                              By: ____________________________________
                                   David Panaia, CEO

                         Address:
                              ECOM ECOM.COM, INC.
                              8125 Monetary Drive, Suite H4
                              Riviera Beach, FL 33404
                              Telephone (561) 622-4395
                              Facsimile: (561) 841-7422










<PAGE>




                      PUT CANCELLATION NOTICE CONFIRMATION


The undersigned Investor to that certain Investment Agreement (the "Investment
Agreement") by and between the Company, and Swartz Private Equity, LLC dated
on or about May 13, 1999, hereby confirms receipt of ECom eCom.com, Inc.s
(the "Company") Put Cancellation Notice, and confirms the following:


                              Date of this Confirmation: ________________


                              Put Cancellation Date : ___________________






                              INVESTOR(S)

                              ___________________________________
                              Investor's Name

                              By: _________________________________
                                   (Signature)
                    Address:     ____________________________________

                              ____________________________________

                              ____________________________________

                    Telephone No.: ___________________________________

                    Facsimile No.: ____________________________________
















<PAGE>




                                ACKNOWLEDGEMENT

     With respect to the Investment Agreement entered into as of May 13, 1999,
by and among eCom eCom.com, Inc., a corporation duly incorporated and existing
under the laws of the State of Florida (the "Company") and Swartz Private
Equity, LLC (hereinafter referred to as "Swartz"), as amended, the Company
hereby agrees and acknowledges the following:

          The Company acknowledges that the Investor may sell the Put Shares
          at 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.


     IN WITNESS WHEREOF, the undersigned have executed this Acknowledgement as
of the 13th day of May, 1999.

                              ECOM ECOM.COM, INC.

                              By:
                                   David Panaia, CEO

                         Address:  ECOM ECOM.COM, INC.
                                   8125 Monetary Drive, Suite H4
                                   Riviera Beach, FL 33404
                                   Telephone (561) 622-4395
                                   Facsimile: (561) 841-7422


                              SWARTZ PRIVATE EQUITY, LLC

                              By:
                                   Eric S. Swartz, Manager

                         Address:  1080 Holcomb Bridge Road
                                   Bldg. 200, Suite 285
                                   Roswell, GA 30076
                                   Telephone: (770) 640-8130
                                   Facsimile: (770) 640-7150