EXHIBIT 10.7

                              INVESTMENT AGREEMENT


     INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of January 21, 2004 by
and  between  NETWORK  INSTALLATION  CORPORATION,  a  Nevada  corporation  (the
"COMPANY"),  and  Preston  Capital  Partners,  a  Delaware  Limited  Liability
Corporation  (the  "INVESTOR").

     WHEREAS,  the  parties  desire  that,  upon  the  terms  and subject to the
conditions  contained  herein,  the  Investor  shall  invest up to $2,500,000 to
purchase  the  Company's  common  stock,  no  par  value  per share (the "COMMON
STOCK");

     WHEREAS,  such  investments will be made in reliance upon the provisions of
Section 4(2) under the Securities Act of 1933, as amended (the "1933 ACT"), Rule
506  of  Regulation  D,  and  the  rules and regulations promulgated thereunder,
and/or  upon such other exemption from the registration requirements of the 1933
Act  as may be available with respect to any or all of the investments in Common
Stock  to  be  made  hereunder;  and

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

     NOW  THEREFORE,  in consideration of the foregoing recitals, which shall be
considered  an integral part of this Agreement, the covenants and agreements set
forth  hereafter,  and  other  good  and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and the Investor hereby
agree  as  follows:

     1.     DEFINITIONS.  As  used  in this Agreement, the following terms shall
have  the  following meanings specified or indicated, and such meanings shall be
equally  applicable  to  the  singular  and  plural  forms of the defined terms.

"1933  ACT"  shall  mean  the  Securities  Act  of  1933,  as it may be amended.

"1934 ACT" shall mean the Securities Exchange Act of 1934, as it may be amended.

"AFFILIATE"  shall  have  the  meaning  specified  in  Section  5(h).

"AGREEMENT"  shall  mean  this  Investment  Agreement.

"BUY-IN"  shall  have  the  meaning  specified  in  Section  6.

"BUY-IN  ADJUSTMENT  AMOUNT"  shall  have  the  meaning  specified in Section 6.

"CLOSING"  shall  have  the  meaning  specified  in  Section  2(h).

"CLOSING  DATE"  shall mean, as defined in Section 2(h), the date which is seven
(7)  Trading  Days  following  the  Put  Notice  Date.

"COMMON  STOCK"  shall  mean  the  Common  Stock  of  the  Company.

"CONTROL"  or  "CONTROLS"  shall  have  the  meaning  specified in Section 5(h).

"COVERING  SHARES"  shall  have  the  meaning  specified  in  Section  6.

"EFFECTIVE  DATE"  shall mean the date the SEC declares effective under the 1933
Act  the  Registration  Statement  covering  the  Securities.

"ENVIRONMENTAL  LAWS"  shall  have  the  meaning  specified  in  Section  4(m).

"EXECUTION  DATE"  shall mean the date all Transaction Documents are executed by
the  Company  and  Investor.

 "INDEMNITEES"  shall  have  the  meaning  specified  in  Section  10.

"INDEMNIFIED  LIABILITIES"  shall  have  the  meaning  specified  in Section 10.

"INEFFECTIVE  PERIOD"  shall  mean  any  period  of  time  that the Registration
Statement  or  any  Supplemental  Registration  Statement  (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.

"INVESTOR"  shall  mean  Preston  Capital  Partners.,  a  Delaware  LLC.

"MAJOR  TRANSACTION"  shall  have  the  meaning  specified  in  Section  2(g).

"MATERIAL  ADVERSE  EFFECT"  shall  have  the meaning specified in Section 4(a).

"MATERIAL  FACTS"  shall  have  the  meaning  specified  in  Section  2(m).

"MAXIMUM  COMMON  STOCK  ISSUANCE"  shall  have the meaning specified in Section
2(j).

"MINIMUM ACCEPTABLE PRICE" with respect to any Put Notice Date shall mean 75% of
the  average  of  the closing bid prices for the fifteen (15) Trading Day period
immediately  preceding  such  Put  Notice  Date.

 "OPEN  PERIOD" shall mean the period beginning on and including the Trading Day
immediately  following  the Effective Date and ending on the earlier to occur of
(i)  the  date  which is 36 (thirty-six) months from the Effective Date and (ii)
termination  of  the  Agreement  in  accordance  with  Section  9.

"PRICING  PERIOD"  shall  mean  the  period beginning on the Put Notice Date and
ending  on  and including the date which is five (5) Trading Days after such Put
Notice  Date.

"PRINCIPAL  MARKET"  shall  mean the American Stock Exchange, Inc., the National
Association  of  Securities  Dealer's,  Inc.  OTC-BB, the Nasdaq National Market
System or the Nasdaq SmallCap Market, whichever is the principal market on which
the  Common  Stock  is  listed.

"PROSPECTUS"  shall mean the prospectus, preliminary prospectus and supplemental
prospectus  used  in  connection  with  the  Registration  Statement.

"PURCHASE  AMOUNT"  shall  mean the total amount being paid by the Investor on a
particular  Closing  Date  to  purchase  the  Securities.

"PURCHASE PRICE" shall mean 95% (ninety-five percent) of the average of the Four
lowest  posted  bid  price  of  the  Common Stock during the Pricing Period in a
Trading  Day.

"PUT  AMOUNT"  shall  have  the  meaning  set  forth  in  Section  2(b)  hereof.

"PUT  NOTICE"  shall  mean  a written notice sent to the Investor by the Company
stating  the  Put  Amount  of Shares the Company intends to sell to the Investor
pursuant  to the terms of the Agreement and stating the current number of Shares
issued  and  outstanding  on  such  date.

"PUT  NOTICE  DATE"  shall mean the Trading Day immediately following the day on
which  the  Investor receives a Put Notice, however a Put Notice shall be deemed
delivered on (x) the Trading Day it is received by facsimile or otherwise by the
Investor  if  such  notice is received prior to 2:00 pm Eastern Time, or (y) the
immediately  succeeding  Trading Day if it is received by facsimile or otherwise
after  2:00  pm  Eastern  Time  on  a  Trading Day.  No Put Notice may be deemed
delivered  on  a  day  that  is  not  a  Trading  Day.

"PUT  RESTRICTION" shall mean the days between the end of the Pricing Period and
the  date  on  which  the  Investor  deems the Put closed. During this time, the
Company  shall  not  be  entitled to deliver another Put Notice unless there has
been  a  release  of  shares.

"REGISTRATION  OPINION  DEADLINE"  shall mean the date that is three (3) Trading
Days  prior  to  each  Put  Notice  Date.

"REGISTRATION  PERIOD"  shall  have  the  meaning  specified  in  Section  5(c).

"REGISTRATION  RIGHTS  AGREEMENT"  shall  mean the Agreement entered into by the
Company  with  Investor  for  the  registration  of  the  Securities.

"REGISTRATION  STATEMENT"  means the registration statement of the Company filed
under  the  1933  Act  covering  the  Common  Stock  issuable  hereunder.

"RELATED  PARTY"  shall  have  the  meaning  specified  in  Section  5(h).

"RESOLUTION"  shall  have  the  meaning  specified  in  Section  8(f).

"SEC"  shall  mean  the  U.S.  Securities  &  Exchange  Commission.

"SEC  DOCUMENTS"  shall  have  the  meaning  specified  in  Section  4(f).

"SECURITIES"  shall mean the shares of Common Stock issued pursuant to the terms
of  the  Agreement.

"SHARES"  shall  mean  the  shares  of common stock of the Company having no par
value  per  share.

"SOLD  SHARES"  shall  have  the  meaning  specified  in  Section  6.

"SUBSIDIARIES"  shall  have  the  meaning  specified  in  Section  4(a).

"TRADING DAY" shall mean any day on which the Principal Market for the Company's
common  stock  is  open  for  trading,  from the hours of 9:30 am until 4:00 pm.

"TRANSACTION  DOCUMENTS"  shall  mean  this  Agreement,  the Registration Rights
Agreement,  the Investor Agreement and each of the other agreements entered into
by  the  parties  hereto  in  connection  with  this  Agreement.

"VALUATION  EVENT"  shall  have  the  meaning  specified  in  Section  2(k).

     2.     PURCHASE  AND  SALE  OF  COMMON  STOCK

     a.     Purchase  and  Sale  of  Common  Stock.  Subject  to  the  terms and
conditions            set  forth herein, the Company shall issue and sell to the
Investor, and the Investor shall purchase from the Company, up to that number of
Shares  having  an  aggregate  Purchase  Price  of  $2,500,000.

     b.     Delivery of Put Notices.     (i) Subject to the terms and conditions
of  the Transaction Documents, and from time to time during the Open Period, the
Company  may, in its sole discretion, deliver a Put Notice to the Investor which
states  the  Put Amount (designated in shares of Common Stock) which the Company
intends  to  sell to the Investor on a Closing Date.  The Put Notice shall be in
the  form  attached  hereto as Exhibit "F" and incorporated herein by reference.
The Put Amount designated by the Company in the form of a Put Notice shall be as
follows:

          The  amount  that the Company shall be entitled to Put to the Investor
shall  be  in  no  event  less  than  $10,000  but  exceed  $100,000  per  Put.

          During  the Open Period, the Company shall not be entitled to submit a
Put  Notice  until  after  the previous Closing has been completed. The Purchase
Price  for  the  Common Stock identified in the Put Notice shall be equal to 95%
(ninety-five  percent)  of  the  average of four lowest posted bid prices of the
Common  Stock  during  the  Pricing  Period.

     (ii)  If  the  closing  bid price during the applicable Pricing Period with
respect  to  that  Put  Notice  is  less  than 75% (seventy-five percent) of the
closing  bid  prices of the Common Stock for the fifteen (15) Trading Days prior
to  the  Put  Notice  Date  ("MINIMUM  ACCEPTABLE  PRICE")  the  Put Notice will
terminate,  only  at the Company's  request, sent via FACSIMILE to the Investor,
the  Investor  will  continue  the  Put  until  the FACSIMILE is received by the
Investor.  In  the  event  that the closing bid price for the applicable Pricing
Period  is  less than the Minimum Acceptable Price, the Company may elect in its
sole  discretion,  by  sending  written notice to the Investor via facsimile, to
cancel  that portion of the Put Notice remaining for that number of Trading Days
remaining  after  the  written cancellation notice is received by the Investors.
The  written notice shall be deemed received by the Investors on (i) the Trading
Day  it  is actually received by facsimile or otherwise by the Investors if such
notice  is  received  on  or  prior  to  9:00  A.M.  New  York time, or (ii) the
immediately  succeeding  Trading  Day  if it is received by facsimile after 9:00
A.M.  New  York  time  on  a  Trading  Day or at anytime on a day which is not a
Trading  Day.  Notwithstanding  the  foregoing,  there  shall  be a closing with
respect  to, and the Company shall be responsible for delivering, that number of
shares  of Common Stock to the Investor  that were sold by the Investors through
and  including  the  end  of  the Trading Day the written cancellation notice is
received  by  the  Investor.

      (iii)  Within  Thirteen  (13) calendar days after the commencement of each
calendar  quarter  occurring  subsequent to the commencement of the Open Period,
the  Company  undertakes to notify Investor as to its reasonable expectations as
to  the  Put  Amount  it  intends to raise during such calendar quarter, if any,
through the issuance of Put Notices. Such notification shall constitute only the
Company's good faith estimate with respect to such calendar quarter and shall in
no way obligate the Company to raise such amount during such calendar quarter or
otherwise limit its ability to deliver Put Notices during such calendar quarter.
The  failure  by  the  Company to comply with this provision can be cured by the
Company's  notifying Investor at any time as to its reasonable expectations with
respect  to  the  current  calendar  quarter.

     c.    Interest.   It is the intention of the parties that any interest that
may  be  deemed  to be payable under this Agreement shall not exceed the maximum
amount  permitted  under  any  applicable  law.  If a law, which applies to this
Agreement which sets the maximum interest amount, is finally interpreted so that
the  interest  in  connection  with this Agreement exceeds the permitted limits,
then:  (1)  any such interest shall be reduced by the amount necessary to reduce
the  interest to the legally permitted limit; and (2) any sums already collected
(if  any)  from  the  Company  which exceed the legally permitted limits will be
refunded  to  the  Company.  The  Investor  may  choose  to  make this refund by
reducing  the  amount  that the Company owes under this Agreement or by making a
direct  payment to the Company.  If a refund reduces the amount that the Company
owes  the Investor, the reduction will be treated as a partial payment.  In case
any  provision of this Agreement is held by a court of competent jurisdiction to
be  excessive  in  scope  or  otherwise invalid or unenforceable, such provision
shall  be adjusted rather than voided, if possible, so that it is enforceable to
the  maximum  extent  possible,  and  the  validity  and  enforceability  of the
remaining  provisions  of  this  Agreement  will  not  in any way be affected or
impaired  thereby.

     d. INVESTOR'S OBLIGATION TO PURCHASE SHARES.  Subject to the conditions set
forth in this Agreement, following the Investor's receipt of a validly delivered
Put  Notice,  the Investor shall be required to purchase from the Company during
the  related  Pricing  Period that number of Shares having an aggregate Purchase
Price equal to the lesser of (i) the Put Amount set forth in the Put Notice, and
(ii)  20%  of  the  aggregate  trading  volume  of  the  Common Stock during the
applicable  Pricing  Period times (x) 95% of the average of   (4) lowest closing
bid  prices  of  the Company's Common Stock during the specified Pricing Period,
but  only  if  said  Shares  bear no restrictive legend, are not subject to stop
transfer  instructions  and  are being held in escrow, pursuant to Section 2(h),
prior  to  the  applicable  Closing  Date.

     e.     Limitation on Investor's Obligation to Purchase Shares.  In no event
shall  the  Investor purchase Shares other than pursuant to this Agreement until
such  date  as  this  Agreement  is  terminated.

     f.     Conditions  to  Investor's  Obligation  to  Purchase  Shares.
Notwithstanding  anything  to  the contrary in this Agreement, the Company shall
not  be entitled to deliver a Put Notice and the Investor shall not be obligated
to  purchase any Shares at a Closing (as defined in Section 2(h)) unless each of
the  following  conditions  are  satisfied:

(i) a Registration Statement shall have been declared effective and shall remain
effective  and  available  for  the resale of all the Registrable Securities (as
defined  in  the  Registration  Rights Agreement) at all times until the Closing
with  respect  to  the  subject  Put  Notice;

(ii) at all times during the period beginning on the related Put Notice Date and
ending  on  and  including the related Closing Date, the Common Stock shall have
been  listed  on  the  Principal  Market  and shall not have been suspended from
trading  thereon  for  a  period of five (5) consecutive Trading Days during the
Open  Period  and  the  Company  shall  not have been notified of any pending or
threatened  proceeding  or  other  action to delist or suspend the Common Stock;

 (iii)  the  Company  has  complied with its obligations and is otherwise not in
breach  of  a  material  provision  of, or in default under, this Agreement, the
Registration  Rights  Agreement  or  any  other agreement executed in connection
herewith  which has not been corrected prior to delivery of the Put Notice Date;

 (iv)  no  injunction  shall  have  been  issued  and remain in force, or action
commenced  by  a  governmental authority which has not been stayed or abandoned,
prohibiting  the  purchase  or  the  issuance  of  the  Securities;  and

(v)  the  issuance  of  the Securities will not violate the shareholder approval
requirements  of  the  Principal  Market.

If  any of the events described in clauses (i) through (v) above occurs during a
Pricing  Period,  then the Investor shall have no obligation to purchase the Put
Amount  of  Common  Stock  set  forth  in  the  applicable  Put  Notice.

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

     h.     Mechanics  of  Purchase  of  Shares  by  Investor.  Subject  to  the
satisfaction  of the conditions set forth in Sections 2(f), 7 and 8, the closing
of  the purchase by the Investor of Shares (a "CLOSING") shall occur on the date
which  is  Seven  (7)  Trading Days following the applicable Put Notice Date  or
when  deemed  close  by  the  investor.  (each  a "CLOSING DATE")  Prior to each
Closing  Date,  (i)  the  Company  shall  deliver  to the Investor, certificates
representing the Shares to be issued to the Investor on such date and registered
in  the  name of the Investor and (ii) the Investor shall deliver to the Company
the Purchase Price to be paid for such Shares (after Investor has received  such
Shares),  determined as set forth in Section 2(b) and (d), by wire transfer. The
Company  shall instruct the transfer agent to send the certificate via overnight
delivery  and  supply  the  tracking number and amount of shares to Investor via
E-mail.In  lieu  of delivering physical certificates representing the Securities
and  provided  that  the  Company's  transfer agent then is participating in The
Depository  Trust  Company  ("DTC")  Fast Automated Securities Transfer ("FAST")
program,  upon  request  of the Investor, the Company shall use its commercially
reasonable  efforts  to  cause its transfer agent to electronically transmit the
Securities  by crediting the account of the Investor's prime broker (which shall
be  specified by the Investor  a reasonably sufficient time in advance) with DTC
through  its  Deposit  Withdrawal  Agent  Commission  ("DWAC")  system.

The  Company  understands  that a delay in the issuance of Securities beyond the
Closing Date could result in economic loss to the Investor.  After the Effective
Date,  as  compensation to the Investor for such loss, the Company agrees to pay
late  payments  to  the  Investor  for  late issuance of Securities (delivery of
Securities  after  the applicable Closing Date) in accordance with the following
schedule  (where  "No. of Days Late" is defined as the number of days beyond the
Closing  Date):
     Late  Payment  For  Each
          No.  of  Days  Late               $10,000  of  Common  Stock

          1                         $10
          2                         $20
          3                         $30
          4                         $40
          5                         $50
          6                         $60
          7                         $70
          8                         $80
          9                         $90
         10                         $100
        Over  10                    $100  +  $100  for  each
                                    Business  Day  late  beyond  10

The  Company  shall  pay any payments incurred under this Section in immediately
available funds upon demand.  Nothing herein shall limit the Investor's right to
pursue  actual  damages  for  the  Company's  failure  to  issue and deliver the
Securities  to  the Investor, except to the extent that such late payments shall
constitute  payment  for  and  offset  any  such  actual  damages alleged by the
Investor,  and  any  Buy  In  Adjustment  Amount.

     i.     Reserved.

     j.     Overall  Limit  on  Common  Stock Issuable. Notwithstanding anything
contained  herein to the contrary, if during the Open Period the Company becomes
listed  on an exchange that limits the number of shares of Common Stock that may
be  issued  without  shareholder approval, then the number of Shares issuable by
the  Company  and  purchasable  by  the Investor, including the shares of Common
Stock issuable to the Investors pursuant to Section 11(b), shall not exceed that
number  of  the  shares of Common Stock that may be issuable without shareholder
approval,  subject  to appropriate adjustment for stock splits, stock dividends,
combinations  or  other similar recapitalization affecting the Common Stock (the
"MAXIMUM  COMMON  STOCK ISSUANCE"), unless the issuance of Shares, including any
Common  Stock to be issued to the Investors pursuant to Section 11(b), in excess
of  the  Maximum  Common Stock Issuance shall first be approved by the Company's
shareholders  in  accordance with applicable law and the By-laws and Articles of
Incorporation  of  the Company, if such issuance of shares of Common Stock could
cause a delisting on the Principal Market. The parties understand and agree that
the  Company's  failure  to seek or obtain such shareholder approval shall in no
way adversely affect the validity and due authorization of the issuance and sale
of  Securities  or  the  Investor's  obligation in accordance with the terms and
conditions  hereof  to  purchase  a  number of Shares in the aggregate up to the
Maximum  Common  Stock Issuance limitation, and that such approval pertains only
to the applicability of the Maximum Common Stock Issuance limitation provided in
this  Section  2(j).

     k.  "VALUATION EVENT" means the Company taking any of the following actions
at  any  time  during  a  "Pricing  Period":

 (i)     subdivides  or  combines  its  Common  Stock;
(ii)     pays  a dividend in Common Stock or makes any other distribution of its
Common  Stock,  except  for  dividends paid with respect to the Preferred Stock;
(iii)     issues any options or other rights to subscribe for or purchase Common
Stock ("Options") and the price per share for which Common Stock may at any time
thereafter be issuable pursuant to such Options shall be less than the Bid Price
in  effect  immediately  prior  to  such  issuance  of  such  Options;
(iv)     issues  any  securities  convertible  into  or  exchangeable for Common
Stock  ("Convertible  Securities")  and  the  consideration  per share for which
shares  of  Common  Stock may at any time thereafter be issuable pursuant to the
terms  of such Convertible Securities shall be less than the Bid Price in effect
immediately  prior  to  such  issuance  of  the  Convertible  Securities;
     (v)     issues  shares  of  Common  Stock otherwise than as provided in the
               foregoing  subsections  (i)  through  (iv),  at a price per share
less,  or
for other consideration lower, than the Bid Price in effect immediately prior to
such  issuance,  or  without  consideration;
     (vi)     makes  a  distribution  of its assets or evidences of indebtedness
               to  the  holders  of Common Stock as a dividend in liquidation or
     by  way  of  return  of  capital  or  other  than  as  a  dividend  payable
out  of earnings or surplus legally available for dividends under applicable law
or  any  distribution  to  such  holders  made  in respect of the sale of all or
substantially  all  of  the Company's assets (other than under the circumstances
provided  for  in  the  foregoing  subsections  (i)  through  (v);  or
(vii)     takes  any  action  affecting  the  number  of  shares of Common Stock
outstanding,  other than an action described in any of the foregoing subsections
(i)  through (vi) hereof, inclusive, which in the opinion of the Company's Board
of  Directors,  determined in good faith, would have a materially adverse effect
upon  the  rights  of  Investor  at  the  time  of  a Put Notice is delivered to
Investor.

     l.     The  Company  agrees  that  it  shall not take any action that would
result  in  a  Valuation  Event  occurring  during  a  Pricing  Period.

     m.     reserved

     n.     reserved

     o.     reserved

     p.     reserved

3.     INVESTOR'S  REPRESENTATIONS,  WARRANTIES  AND  COVENANTS.

     The  Investor  represents and warrants to the Company, and covenants, that:

     a.     Sophisticated Investor.  The Investor has, by reason of its business
and  financial  experience,  such  knowledge,  sophistication  and experience in
financial  and  business matters and in making investment decisions of this type
that  it  is  capable of (A) evaluating the merits and risks of an investment in
the  Securities  and  making an informed investment decision, (B) protecting its
own  interest  and  (C)  bearing  the  economic  risk  of such investment for an
indefinite  period  of  time.

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

     c.     Section  9  of  the  1934 Act.  During the Open Period, the Investor
will  comply  with  the  provisions  of Section 9 of the 1934 Act, and the rules
promulgated thereunder, with respect to transactions involving the Common Stock.
The  Investor  agrees  not  to  short, either directly or indirectly through its
affiliates,  principals  or advisors, the Company's common stock during the term
of this Agreement, however, it shall not be deemed a short if the Investor sells
common  stock  after  the  delivery  of  the  Put  Notice  from  the  Company.


     d.   Accredited  Investor.  Investor  is  an  "Accredited Investor" as that
term  is  defined  in  Rule  501(a)(3)  of  Regulation  D  of  the  1933  Act.

     e.     No  Conflicts.  The  execution,  delivery  and  performance  of  the
Transaction  Documents  by  the Investor and the consummation by the Investor of
the  transactions contemplated hereby and thereby will not result in a violation
of  the Articles of Incorporation, the By-laws or other organizational documents
of  the  Investor.

     f.     The  Investor  has  had  an  opportunity  to  discuss  the business,
management  and  financial  affairs of the Company with the Company's management
and the Investor has received all documents it has requested from the Company as
of  the  date  of  this  Agreement;
     g.  INVESTMENT  PURPOSES.  The  Investor  is purchasing the Securities for
its own account for investment purposes and not with a view towards distribution
and agrees to resell or otherwise dispose of the Securities solely in accordance
with  the  registration  provisions of the 1933 Act (or pursuant to an exemption
from  such  registration  provisions).

     h.  NO  REGISTRATION  AS  A  DEALER.  The  Investor is not and will not be
required  to  be registered as a "dealer" under the 1934 Act, either as a result
of  its  execution  and  performance  of its obligations under this Agreement or
otherwise.

    i.   THE INVESTOR IS A LIMITED PARTNERSHIP, duly organized, validly existing
in  good  standing  in  the  State  of  Delaware.

    j.   THE  INVESTOR  UNDERSTAND IT IS LIABLE FOR IT OWN TAX LIABILITIES.

    k.   THE  INVESTOR  WILL  COMPLY  WITH  REGULATION M UNDER THE 1934, IF
APPLICABLE.


     4.     REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY.

     Except  as  set  forth  in  the  Schedules  attached  hereto,  the  Company
represents  and  warrants  to  the  Investor  that:

     a.     Organization  and  Qualification.  The Company is a corporation duly
organized  and  validly  existing  in  good  standing  under  the  laws  of  its
jurisdiction, and has the requisite corporate power and authorization to own its
properties  and  to  carry  on  its business as now being conducted. Each of the
Company  and  its  Subsidiaries is duly qualified as a foreign corporation to do
business and is in good standing in every jurisdiction in which its ownership of
property  or the nature of the business conducted by it makes such qualification
necessary,  except  to  the  extent that the failure to be so qualified or be in
good  standing  would  not  have  a  Material  Adverse  Effect.  As used in this
Agreement,  "MATERIAL  ADVERSE  EFFECT" means any material adverse effect on the
business,  properties,  assets,  operations,  results  of  operations, financial
condition  or  prospects of the Company and its Subsidiaries, if any, taken as a
whole,  or  on  the  transactions  contemplated  hereby or by the agreements and
instruments  to  be  entered into in connection herewith, or on the authority or
ability  of  the  Company  to  perform  its  obligations  under  the Transaction
Documents  (as  defined  in  Section  1  and  4(b)below).  The  Company  has  no
subsidiaries.

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

     c.     Capitalization.  As of the date hereof, the authorized capital stock
of  the Company consists of (i) 100,000,000 shares of Common Stock, no par value
per  share,  of  which  as  of the date hereof, 12,325,000 shares are issued and
outstanding; (as of September __, 2003) shares of Common Stock are issuable upon
the  exercise  of  options,  warrants  and  conversion  rights.  All  of  such
outstanding  shares  have been, or upon issuance will be, validly issued and are
fully  paid  and  nonassessable.  Except  as disclosed in Schedule 4(c) which is
attached  hereto  and made a part hereof, (i) no shares of the Company's capital
stock  are subject to preemptive rights or any other similar rights or any liens
or  encumbrances  suffered  or  permitted  by  the  Company,  (ii)  there are no
outstanding  debt  securities,  (iii) there are no outstanding shares of capital
stock, options, warrants, scrip, rights to subscribe to, calls or commitments of
any  character whatsoever relating to, or securities or rights convertible into,
any  shares  of  capital  stock  of  the  Company or any of its Subsidiaries, or
contracts,  commitments,  understandings or arrangements by which the Company or
any  of  its  Subsidiaries  is or may become bound to issue additional shares of
capital  stock  of  the Company or any of its Subsidiaries or options, warrants,
scrip,  rights to subscribe to, calls or commitments of any character whatsoever
relating  to,  or  securities  or rights convertible into, any shares of capital
stock of the Company or any of its Subsidiaries, (iv) there are no agreements or
arrangements  under which the Company or any of its Subsidiaries is obligated to
register  the  sale  of  any  of their securities under the 1933 Act (except the
Registration  Rights  Agreement), (v) there are no outstanding securities of the
Company  or  any  of  its  Subsidiaries  which contain any redemption or similar
provisions,  and  there  are  no  contracts,  commitments,  understandings  or
arrangements  by  which  the Company or any of its Subsidiaries is or may become
bound to redeem a security of the Company or any of its Subsidiaries, (vi) there
are  no securities or instruments containing anti-dilution or similar provisions
that  will  be  triggered by the issuance of the Securities as described in this
Agreement,  (vii)  the  Company  does  not have any stock appreciation rights or
"phantom  stock" plans or agreements or any similar plan or agreement and (viii)
there  is  no  dispute  as  to  the class of any shares of the Company's capital
stock. The Company has furnished to the Investor, or the Investor has had access
through  EDGAR  to,  true  and  correct  copies  of  the  Company's  Articles of
Incorporation,  as  in  effect  on  the  date  hereof  (the  "ARTICLES  OF
INCORPORATION"), and the Company's By-laws, as in effect on the date hereof (the
"BY-LAWS '), and the terms of all securities convertible into or exercisable for
Common  Stock and the material rights of the holders thereof in respect thereto.

     d.     Issuance  of  Shares.     A  sufficient  number  of  Shares issuable
pursuant  to  this  Agreement has been duly authorized and reserved for issuance
(subject  to  adjustment pursuant to the Company's covenant set forth in Section
5(f)  below)  pursuant to this Agreement.  Upon issuance in accordance with this
Agreement,  the  Securities will be validly issued, fully paid and nonassessable
and  free  from  all  taxes, and liens with respect to the issue thereof. In the
event  the  Company  cannot  register  a sufficient number of Shares, due to the
remaining  number  of  authorized shares of Common Stock being insufficient, the
Company  will  use  its best efforts to register the maximum number of shares it
can  based  on  the remaining balance of authorized shares and will use its best
efforts  to  increase  the number of its authorized shares as soon as reasonably
practicable.

     e.     No  Conflicts.  The  execution,  delivery  and  performance  of  the
Transaction  Documents by the Company and the consummation by the Company of the
transactions  contemplated hereby and thereby will not (i) result in a violation
of  the  Articles of Incorporation, any Certificate of Designations, Preferences
and  Rights  of  any outstanding series of preferred stock of the Company or the
By-laws  or  (ii)  conflict  with, or constitute a material default (or an event
which  with  notice  or  lapse  of time or both would become a material default)
under,  or  give to others any rights of termination, amendment, acceleration or
cancellation  of,  any  material  agreement,  contract,  indenture  mortgage,
indebtedness  or instrument to which the Company or any of its Subsidiaries is a
party, or result in a violation of any law, rule, regulation, order, judgment or
decree  (including  United  States  federal  and  state  securities  laws  and
regulations  and  the rules and regulations of the Principal Market or principal
securities  exchange  or  trading  market on which the Common Stock is traded or
listed)  applicable  to  the  Company or any of its Subsidiaries or by which any
property  or  asset  of  the  Company  or  any  of  its Subsidiaries is bound or
affected.  Except  as  disclosed  in  Schedule 4(e), neither the Company nor its
Subsidiaries  is  in violation of any term of, or in default under, the Articles
of Incorporation, any Certificate of Designations, Preferences and Rights of any
outstanding  series  of  preferred  stock of the Company or the By-laws or their
organizational  charter  or  by-laws,  respectively, or any contract, agreement,
mortgage,  indebtedness, indenture, instrument, judgment, decree or order or any
statute,  rule  or  regulation  applicable  to  the Company or its Subsidiaries,
except  for  possible  conflicts,  defaults,  terminations,  amendments,
accelerations,  cancellations  and  violations that would not individually or in
the aggregate have a Material Adverse Effect. The business of the Company is not
being  conducted,  and shall not be conducted, in violation of any law, statute,
ordinance,  rule,  order  or regulation of any governmental authority or agency,
regulatory  or  self-regulatory agency, or court, except for possible violations
the sanctions for which either individually or in the aggregate would not have a
Material  Adverse Effect.  Except as specifically contemplated by this Agreement
and  as  required  under the 1933 Act, the Company is not required to obtain any
consent,  authorization,  permit or order of, or make any filing or registration
(except  the  filing of a registration statement and filings to comply with Blue
Sky requirements)  with, any court, governmental authority or agency, regulatory
or  self-regulatory  agency  or  other  third  party in order for it to execute,
deliver  or  perform  any  of  its  obligations  under,  or contemplated by, the
Transaction  Documents  in  accordance  with  the  terms  hereof or thereof. All
consents,  authorizations,  permits, orders, filings and registrations which the
Company  is  required  to  obtain  pursuant  to the preceding sentence have been
obtained  or  effected  on or prior to the date hereof and are in full force and
effect  as of the date hereof. Except as disclosed in Schedule 4(e), the Company
and  its Subsidiaries are unaware of any facts or circumstances which might give
rise  to any of the foregoing. The Company is not, and will not be, in violation
of  the  listing  requirements  of the Principal Market as in effect on the date
hereof  and  on  each  of  the Closing Dates and is not aware of any facts which
would  reasonably  lead to delisting of the Common Stock by the Principal Market
in  the  foreseeable  future.

     f.     SEC  Documents;  Financial Statements.  Since at least January 1999,
the  Company  has  filed  all  reports,  schedules,  forms, statements and other
documents  required  to  be  filed  by it with the SEC pursuant to the reporting
requirements  of  the  1934  Act  (all  of the foregoing filed prior to the date
hereof  and all exhibits included therein and financial statements and schedules
thereto  and  documents  incorporated  by  reference  therein  being hereinafter
referred  to  as the "SEC DOCUMENTS"). The Company has delivered to the Investor
or  its  representatives,  or  they  have  had access through EDGAR to, true and
complete  copies  of  the  SEC  Documents. As of their respective dates, the SEC
Documents  complied  in  all material respects with the requirements of the 1934
Act  and  the rules and regulations of the SEC promulgated thereunder applicable
to the SEC Documents, and none of the SEC Documents, at the time they were filed
with  the  SEC,  contained any untrue statement of a material fact or omitted to
state  a  material  fact  required to be stated therein or necessary to make the
statements  therein,  in  light of the circumstances under which they were made,
not  misleading.  As  of their respective dates, the financial statements of the
Company  included  in  the  SEC  Documents  complied  as to form in all material
respects  with  applicable  accounting  requirements and the published rules and
regulations of the SEC with respect thereto. Such financial statements have been
prepared  in  accordance  with  generally  accepted  accounting  principles,
consistently  applied,  during  the  periods  involved  (except  (i)  as  may be
otherwise  indicated  in such financial statements or the notes thereto, or (ii)
in  the  case  of  unaudited  interim statements, to the extent they may exclude
footnotes  or  may be condensed or summary statements) and fairly present in all
material  respects the financial position of the Company as of the dates thereof
and  the  results  of  its  operations and cash flows for the periods then ended
(subject,  in  the  case  of  unaudited  statements,  to  normal  year-end audit
adjustments).  No  other  written  information  provided  by or on behalf of the
Company  to  the Investor which is not included in the SEC Documents, including,
without  limitation,  information referred to in Section 4(d) of this Agreement,
contains  any untrue statement of a material fact or omits to state any material
fact  necessary to make the statements therein, in the light of the circumstance
under  which  they are or were made, not misleading. Neither the Company nor any
of  its  Subsidiaries  or  any of their officers, directors, employees or agents
have  provided  the  Investor with any material, nonpublic information which was
not  publicly  disclosed  prior  to  the date hereof and any material, nonpublic
information  provided  to the Investor by the Company or its Subsidiaries or any
of  their  officers,  directors,  employees  or agents prior to any Closing Date
shall  be  publicly  disclosed  by  the  Company  prior  to  such  Closing Date.

     g.     Absence  of  Certain Changes.  Except as disclosed in Schedule 4(g),
the  Company  does  not intend to change the business operations of the Company.
The  Company  has not taken any steps, and does not currently expect to take any
steps, to seek protection pursuant to any bankruptcy law nor does the Company or
its  Subsidiaries  have  any  knowledge  or reason to believe that its creditors
intend  to  initiate  involuntary  bankruptcy  proceedings.

     h.     Absence  of Litigation.  Except as set forth in Schedule 4(h), there
is no action, suit, proceeding, inquiry or investigation before or by any court,
public  board,  government  agency, self-regulatory organization or body pending
or,  to  the  knowledge  of  the  executive  officers  of  Company or any of its
Subsidiaries,  threatened  against or affecting the Company, the Common Stock or
any  of  the  Company's  Subsidiaries  or  any of the Company's or the Company's
Subsidiaries'  officers  or  directors  in their capacities as such, in which an
adverse  decision  could  have  a  Material  Adverse  Effect.

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

     j.     No  Undisclosed  Events, Liabilities, Developments or Circumstances.
Since  June  30,  2003,  no  event,  liability,  development or circumstance has
occurred or exists, or to the Company's knowledge is contemplated to occur, with
respect  to  the  Company  or  its  Subsidiaries  or  their respective business,
properties,  assets, prospects, operations or financial condition, that would be
required  to  be  disclosed by the Company under applicable securities laws on a
registration  statement  filed  with the SEC relating to an issuance and sale by
the  Company  of  its  Common  Stock  and which has not been publicly announced.

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

     l.     Intellectual  Property Rights.  The Company and its Subsidiaries own
or  possess  adequate  rights  or  licenses  to use all trademarks, trade names,
service  marks,  service  mark  registrations,  service  names,  patents, patent
rights,  copyrights,  inventions,  licenses,  approvals,  governmental
authorizations,  trade  secrets and rights necessary to conduct their respective
businesses  as  now conducted. Except as set forth on Schedule 4(l), none of the
Company's  trademarks,  trade  names, service marks, service mark registrations,
service  names,  patents,  patent  rights,  copyrights,  inventions,  licenses,
approvals,  government  authorizations,  trade  secrets  or  other  intellectual
property  rights  necessary  to conduct its business as now or as proposed to be
conducted  have  expired  or  terminated, or are expected to expire or terminate
within  two  years  from  the  date  of  this  Agreement.  The  Company  and its
Subsidiaries do not have any knowledge of any infringement by the Company or its
Subsidiaries  of  trademark,  trade  name  rights,  patents,  patent  rights,
copyrights,  inventions,  licenses,  service  names, service marks, service mark
registrations,  trade  secret  or other similar rights of others, or of any such
development  of  similar  or identical trade secrets or technical information by
others  and,  except as set forth on Schedule 4(l), there is no claim, action or
proceeding  being  made or brought against, or to the Company's knowledge, being
threatened  against,  the Company or its Subsidiaries regarding trademark, trade
name,  patents,  patent  rights,  invention,  copyright, license, service names,
service  marks,  service mark registrations, trade secret or other infringement;
and  the  Company and its Subsidiaries are unaware of any facts or circumstances
which  might give rise to any of the foregoing. The Company and its Subsidiaries
have  taken reasonable security measures to protect the secrecy, confidentiality
and  value  of  all  of  their  intellectual  properties.

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

     n.     Title.  The  Company  has  good and marketable title to all personal
property  owned by them which is material to the business of the Company and its
Subsidiaries, in each case free and clear of all liens, encumbrances and defects
except  such  as  are  described  in  Schedule 4(n) or such as do not materially
affect  the  value  of  such property and do not interfere with the use made and
proposed  to  be  made  of  such  property  by the CompanyAny real property and
facilities  held  under  lease  by  the  Company  are  held  by  it under valid,
subsisting  and  enforceable leases with such exceptions as are not material and
do  not interfere with the use made and proposed to be made of such property and
buildings  by  the  Company  and  its  Subsidiaries.

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

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

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

     r.     No  Materially  Adverse Contracts, Etc.  Neither the Company nor any
of  its  Subsidiaries  is  subject  to  any  charter,  corporate  or other legal
restriction,  or  any  judgment,  decree, order, rule or regulation which in the
judgment  of  the  Company's officers has or is expected in the future to have a
Material  Adverse  Effect.  Neither the Company nor any of its Subsidiaries is a
party  to  any  contract  or  agreement  which  in the judgment of the Company's
officers  has  or  is  expected  to  have  a  Material  Adverse  Effect.

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

     t.     Certain  Transactions.  Except  as set forth on Schedule 4(t) and in
the  SEC  Documents  filed at least ten days prior to the date hereof and except
for  arm's  length  transactions pursuant to which the Company makes payments in
the  ordinary  course  of business upon terms no less favorable than the Company
could  obtain  from third parties and except for transactions that do not exceed
$10,000  in  one  year,  and  other than the grant of stock options disclosed on
Schedule  4(c),  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.

     u.     Dilutive  Effect.  The Company understands and acknowledges that the
number  of  shares  of  Common  Stock  issuable  upon purchases pursuant to this
Agreement  will increase in certain circumstances including, but not necessarily
limited  to,  the  circumstance  wherein  the  trading price of the Common Stock
declines  during  the  period between the Effective Date and the end of the Open
Period.  The  Company's  executive officers and directors have studied and fully
understand  the  nature  of  the transactions contemplated by this Agreement and
recognize that they have a potential dilutive effect.  The board of directors of
the  Company  has  concluded,  in  its  good  faith business judgment, that such
issuance  is  in  the  best  interests of the Company.  The Company specifically
acknowledges that, subject to such limitations as are expressly set forth in the
Transaction  Documents,  its  obligation  to  issue  shares of Common Stock upon
purchases pursuant to this Agreement is absolute and unconditional regardless of
the  dilutive  effect  that such issuance may have on the ownership interests of
other  shareholders  of  the  Company.

     v.   Intentionally  left  blank

     w.   Intentionally  omitted.

     x. No General Solicitation. Neither the Company, nor any of its affiliates,
nor  any  person  acting  on  its  behalf,  has  engaged  in any form of general
solicitation  or  general  advertising  (within  the meaning of Regulation D) in
connection  with  the  offer  or  sale  of  the  Common  Stock  offered  hereby.

    y.  NO FINDERS OR FINANCIAL ADVISORY FEES will be paid by the Company to the
Investor with respect to the transactions contemplated by this Agreement.


     5.     COVENANTS  OF  THE  COMPANY

     a.     Best  Efforts.  The  Company  shall  use  its best efforts timely to
satisfy each of the conditions to be satisfied by it as provided in Section 7 of
this  Agreement.

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

     c.     Reporting  Status.  Until the earlier to occur of (i) the first date
which  is  after the date this Agreement is terminated pursuant to Section 9 and
on  which  the  Holders  (as  that  term  is  defined in the Registration Rights
Agreement)  may  sell all of the Securities without restriction pursuant to Rule
144(k)  promulgated under the 1933 Act (or successor thereto), and (ii) the date
on  which  (A)  the  Holders  shall  have  sold  all the Securities and (B) this
Agreement has been terminated pursuant to Section 9 (the "REGISTRATION PERIOD"),
the Company shall file all reports required to be filed with the SEC pursuant to
the  1934  Act,  and  the  Company shall not terminate its status as a reporting
company  under  the  1934  Act.

     d.     Use of Proceeds.  The Company will use the proceeds from the sale of
the  Shares  (excluding amounts paid by the Company for fees as set forth in the
Transaction  Documents)  for  general  corporate and working capital purposes or
other  appropriate  uses  as  approved  by  the  Company's  Board  of Directors.

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

     f.     Reservation  of  Shares.  Subject  to  the  following  sentence, the
Company  shall  take  all  action necessary to at all times have authorized, and
reserved  for  the  purpose of issuance, a sufficient number of shares of Common
Stock to provide for the issuance of the Securities hereunder. In the event that
the  Company  determines that it does not have a sufficient number of authorized
shares  of  Common Stock to reserve and keep available for issuance as described
in  this  Section  5(f),  the Company shall use its best efforts to increase the
number  of authorized shares of Common Stock by seeking shareholder approval for
the  authorization  of  such  additional  shares.

     g.     Listing.  The Company shall promptly secure and maintain the listing
of  all  of  the  Registrable  Securities (as defined in the Registration Rights
Agreement) upon the Principal Market and each other national securities exchange
and  automated  quotation  system, if any, upon which shares of Common Stock are
then  listed  (subject  to official notice of issuance) and shall maintain, such
listing of all Registrable Securities from time to time issuable under the terms
of  the  Transaction  Documents.  The  Company shall maintain the Common Stock's
authorization for quotation on the Principal Market. Neither the Company nor any
of  its Subsidiaries shall take any action which would be reasonably expected to
result  in  the  delisting  or  suspension  of the Common Stock on the Principal
Market  (excluding  suspensions  of not more than one trading day resulting from
business  announcements  by  the Company). The Company shall promptly provide to
the  Investor  copies  of  any  notices  it  receives  from the Principal Market
regarding  the  continued  eligibility  of  the Common Stock for listing on such
automated  quotation  system  or  securities exchange. The Company shall pay all
fees  and  expenses  in  connection  with  satisfying its obligations under this
Section  5(g).

     h.     Reserved.

     i.     Filing  of  Form  8-K.  On  or  before  the  date which is three (3)
Trading  Days  after the Execution Date, the Company shall file a Current Report
on Form 8-K with the SEC describing the terms of the transaction contemplated by
the  Transaction  Documents in the form required by the 1934 Act, if such filing
is  required.

     j.     Corporate  Existence.  The  Company  shall  use  its best efforts to
preserve  and  continue  the  corporate  existence  of  the  Company.

     k.  Notice of Certain Events Affecting Registration; Suspension of Right to
Make  a  Put.  The Company shall promptly notify Investor upon the occurrence of
any  of  the  following events in respect of a Registration Statement or related
prospectus  in  respect  of  an  offering  of the Securities: (i) receipt of any
request  for  additional  information  by  the SEC or any other federal or state
governmental  authority  during  the period of effectiveness of the Registration
Statement for amendments or supplements to the Registration Statement or related
prospectus;  (ii)  the  issuance  by  the  SEC  or  any  other  federal or state
governmental  authority  of  any  stop order suspending the effectiveness of any
Registration  Statement  or  the initiation of any proceedings for that purpose;
(iii)  receipt  of  any  notification  with  respect  to  the  suspension of the
qualification  or exemption from qualification of any of the Securities for sale
in  any jurisdiction or the initiation or threatening of any proceeding for such
purpose;  (iv)  the happening of any event that makes any statement made in such
Registration  Statement  or  related  prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect or
that  requires  the making of any changes in the Registration Statement, related
prospectus  or  documents  so  that, in the case of a Registration Statement, it
will  not  contain  any untrue statement of a material fact or omit to state any
material  fact required to be stated therein or necessary to make the statements
therein  not misleading, and that in the case of the related prospectus, it will
not  contain  any  untrue  statement  of  a  material  fact or omit to state any
material  fact required to be stated therein or necessary to make the statements
therein,  in  the  light  of  the  circumstances under which they were made, not
misleading; and (v) the Company's reasonable determination that a post-effective
amendment  to  the  Registration Statement would be appropriate, and the Company
shall  promptly  make  available to Investor any such supplement or amendment to
the related prospectus. The Company shall not deliver to Investor any Put Notice
during  the  continuation  of  any  of  the  foregoing  events.

     l.  reserved

     6.  COVER.  If  the  number of Shares represented by any Put Notices become
restricted  or  are  no  longer  freely  trading  for  any reason, and after the
applicable  Closing  Date, the Investor purchases, in an open market transaction
or  otherwise,  the  Company's  Common Stock (the "Covering Shares") in order to
make  delivery  in  satisfaction  of a sale of Common Stock by the Investor (the
"Sold  Shares"),  which  delivery  such  Investor  anticipated to make using the
Shares represented by the Put Notice  (a "Buy-In"), the Company shall pay to the
Investor  the  Buy-In  Adjustment  Amount  (as  defined  below).  The  "Buy-In
Adjustment  Amount"  is  the  amount  equal  to  the  excess, if any, of (a) the
Investor's  total  purchase  price (including brokerage commissions, if any) for
the  Covering  Shares over (b) the net proceeds (after brokerage commissions, if
any)  received  by  the Investor from the sale of the  Sold Shares.  The Company
shall  pay the Buy-In Adjustment Amount to the Investor in immediately available
funds  immediately  upon demand by the Investor.  By way of illustration and not
in  limitation of the foregoing, if the Investor purchases Common Stock having a
total  purchase  price  (including  brokerage commissions) of $11,000 to cover a
Buy-In with respect to the Common Stock it sold for net proceeds of $10,000, the
Buy-In  Adjustment  Amount  which  the  Company  will  be required to pay to the
Investor  will  be  $1,000.  .

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

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

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

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

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

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

e.     No  Valuation  Event  shall have occurred since the applicable Put Notice
Date.

     8.     FURTHER  CONDITIONS  OF  THE  INVESTOR'S  OBLIGATION  TO  PURCHASE.

     The  obligation  of the Investor hereunder to purchase Shares is subject to
the  satisfaction,  on  or  before  each  Closing Date, of each of the following
conditions  set  forth  below.

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

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

     c.     The  representations and warranties of the Company shall be true and
correct as of the date when made and as of the applicable Closing Date as though
made  at  that time (except for (i) representations and warranties that speak as
of a specific date and (ii) with respect to the representations made in Sections
4(g),  (h)  and  (j) and the third sentence of Section 4(k) hereof, events which
occur  on  or  after the date of this Agreement and are disclosed in SEC filings
made  by  the Company at least ten (10) Trading Days prior to the applicable Put
Notice  Date)  and the Company shall have performed, satisfied and complied with
the  covenants,  agreements and conditions required by the Transaction Documents
to  be  performed,  satisfied  or complied with by the Company on or before such
Closing  Date.  The  Investor  may  request  an  update  as of such Closing Date
regarding  the  representation  contained  in  Section  4(c)  above.

     d.     reserved

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

     f.     The Board of Directors of the Company shall have adopted resolutions
consistent  with Section 4(b)(ii) above (the "RESOLUTIONS") and such Resolutions
shall  not  have  been  amended  or  rescinded  prior  to  such  Closing  Date.

     g.     reserved

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

     i.     The  Registration  Statement shall be effective on each Closing Date
and  no  stop  order  suspending the effectiveness of the Registration statement
shall  be  in  effect  or  shall  be pending or threatened. Furthermore, on each
Closing  Date  (i)  neither  the Company nor Investor shall have received notice
that  the  SEC  has issued or intends to issue a stop order with respect to such
Registration  Statement or that the SEC otherwise has suspended or withdrawn the
effectiveness of such Registration Statement, either temporarily or permanently,
or  intends  or  has  threatened  to  do so (unless the SEC's concerns have been
addressed  and  Investor  is  reasonably  satisfied  that  the  SEC no longer is
considering or intends to take such action), and (ii) no other suspension of the
use or withdrawal of the effectiveness of such Registration Statement or related
prospectus  shall  exist.

     j.     At  the  time of each Closing, the Registration Statement (including
information  or  documents incorporated by reference therein) and any amendments
or supplements thereto shall not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make  the  statements  therein  not  misleading  or  which  would require public
disclosure  or  an  update  supplement  to  the  prospectus.

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

     l.     If  applicable,  the shareholders of the Company shall have approved
the  issuance  of  any  Shares in excess of the Maximum Common Stock Issuance in
accordance  with  Section  2(j).

     m.     The  conditions to such Closing set forth in Section 2(f) shall have
been  satisfied  on  or  before  such  Closing  Date.

     n.     The  Company  shall  have  certified  to  the Investor the number of
shares  of  Common  Stock  outstanding as of a date within ten (10) Trading Days
prior  to  such  Closing  Date.

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

     p.     On or before the execution of this Agreement, the Company shall have
a  draft  of  the  Registration  Statement  covering  the  Securities.

     9.     TERMINATION.  This  Agreement  shall  terminate  upon  any  of  the
following  events:

(i)  when  the  Investor  has purchased an aggregate of $2,500,000 in the Common
Stock  of  the  Company  pursuant to this Agreement; provided that the Company's
representations, warranties and covenants contained in this Agreement insofar as
applicable  to the transactions consummated hereunder prior to such termination,
shall survive the termination of this Agreement for the period of any applicable
statute  of  limitations,

(ii)  on the date which is 36 (thirty-six) months after the Effective Date;

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

(iv)     Reserved

(v)     the  trading  of the Common Stock is suspended by the SEC, the Principal
Market  or the NASD for a period of five (5) consecutive Trading Days during the
Open  Period;

(vi)     the  Company shall not have filed with the SEC the initial Registration
Statement with respect to the resale of the Registrable Securities in accordance
with  the  terms of the initial Registration Rights Agreement within One Hundred
(120)  calendar  days  of  the date hereof or the Registration Statement has not
been  declared  effective  within  one hundred eighty (180) calendar days of the
date  hereof;  or

(vii)  The  Common Stock ceases to be registered under the 1934 Act or listed or
traded  on  the  Principal  Market;  or

(viii)  The  Company  requires  shareholder approval under Nasdaq rules to issue
additional shares and such approval is not obtained within 60 days from the date
when  the  Company  has  issued  its  19.9%  maximum  allowable  shares.

Upon the occurrence of one of the above-described events, the Company shall send
written  notice  of  such  event  to  the  Investor.

     10.  INDEMNIFICATION.  In  consideration  of  the  Investor's execution and
delivery  of  the  this  Agreement  and  the  Registration  Rights Agreement and
acquiring  the  Shares  hereunder  and in addition to all of the Company's other
obligations  under the Transaction Documents, the Company shall defend, protect,
indemnify  and  hold  harmless  the  Investor  and  all  of  their shareholders,
officers,  directors,  employees,  counsel, and direct or indirect investors and
any  of  the  foregoing  person's  agents  or  other representatives (including,
without  limitation,  those  retained  in  connection  with  the  transactions
contemplated  by  this  Agreement)  (collectively,  the  "INDEMNITEES") from and
against  any  and  all  actions, causes of action, suits, claims, losses, costs,
penalties,  fees,  liabilities and damages, and expenses in connection therewith
(irrespective  of whether any such Indemnitee is a party to the action for which
indemnification  hereunder  is sought), and including reasonable attorneys' fees
and disbursements (the "INDEMNIFIED LIABILITIES'), incurred by any Indemnitee as
a  result  of,  or  arising  out of, or relating to (i) any misrepresentation or
breach  of any representation or warranty made by the Company in the Transaction
Documents  or  any other certificate, instrument or document contemplated hereby
or  thereby  (ii)  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,  (iii) any cause of
action,  suit  or claim brought or made against such Indemnitee by a third party
and  arising  out  of  or resulting from the execution, delivery, performance or
enforcement of the Transaction Documents or any other certificate, instrument or
document  contemplated hereby or thereby, (iv) any transaction financed or to be
financed  in  whole or in part, directly or indirectly, with the proceeds of the
issuance  of  the  Securities or (v) the status of the Investor or holder of the
Securities  as  an  investor  in  the  Company,  except  insofar  as  any  such
misrepresentation,  breach  or  any  untrue statement, alleged untrue statement,
omission  or  alleged  omission  is made in reliance upon and in conformity with
written  information  furnished  to  the  Company  by  the  Investor  which  is
specifically  intended  by  the  Investor for use in the preparation of any such
Registration Statement, preliminary prospectus or prospectus or based on illegal
or alleged illegal trading of the Shares by the Investor. To the extent that the
foregoing  undertaking  by  the Company may be unenforceable for any reason, the
Company  shall  make the maximum contribution to the payment and satisfaction of
each  of  the Indemnified Liabilities which is permissible under applicable law.
The  indemnity  provisions contained herein shall be in addition to any cause of
action or similar rights the Investor may have, and any liabilities the Investor
may  be  subject  to.

     11.     GOVERNING  LAW;  MISCELLANEOUS.

     a.     Governing  Law.  This Agreement shall be governed by and interpreted
in  accordance with the laws of the Commonwealth of Massachusetts without regard
to  the principles of conflict of laws. Each party hereby irrevocably submits to
the  exclusive  jurisdiction of the state and federal courts sitting in the City
of  Boston,  County of Suffolk, for the adjudication of any dispute hereunder or
in  connection herewith or with any transaction contemplated hereby or discussed
herein,  and  hereby  irrevocably  waives, and agrees not to assert in any suit,
action  or  proceeding,  any  claim  that  it  is  not personally subject to the
jurisdiction  of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is
improper.  Each  party hereby irrevocably waives personal service of process and
consents  to  process  being  served  in  any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient
service  of process and notice thereof. Nothing contained herein shall be deemed
to  limit  in any way any right to serve process in any manner permitted by law.
If  any  provision  of  this  Agreement shall be invalid or unenforceable in any
jurisdiction,  such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or the
validity  or  enforceability  of  any  provision  of this Agreement in any other
jurisdiction.

b.  Investor  Fees;  Legal  Fees;

     (i)  Except as otherwise set forth in the Transaction Documents, each party
shall  pay  the  fees and expenses of its advisers, counsel, the accountants and
other experts, if any, and all other expenses incurred by such party incident to
the  negotiation,  preparation,  execution,  delivery  and  performance  of this
Agreement. Any attorneys' fees and expenses incurred by either the Company or by
the  Investor  in  connection  with  the preparation, negotiation, execution and
delivery  of  any amendments to this Agreement or relating to the enforcement of
the rights of any party, after the occurrence of any breach of the terms of this
Agreement  by  another  party  or any default by another party in respect of the
transactions  contemplated hereunder, shall be paid on demand by the party which
breached  the  Agreement and/or defaulted, as the case may be. The Company shall
pay  all stamp and other taxes and duties levied in connection with the issuance
of  any  Securities.

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

     d.     Headings;  Singular/Plural.  The  headings of this Agreement are for
convenience  of  reference  and  shall  not  form  part  of,  or  affect  the
interpretation  of,  this  Agreement.  Whenever  required by the context of this
Agreement, the singular shall include the plural and masculine shall include the
feminine.

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

     f.     Entire  Agreement;  Amendments.  This Agreement supersedes all other
prior  oral  or  written  agreements  between  the  Investor, the Company, their
affiliates  and  persons  acting  on  their  behalf  with respect to the matters
discussed  herein,  and  this  Agreement  and  the instruments referenced herein
(including  the other Transaction Documents) contain the entire understanding of
the  parties  with respect to the matters covered herein and therein and, except
as  specifically  set  forth  herein  or  therein,  neither  the Company nor the
Investor  makes  any  representation,  warranty,  covenant  or  undertaking with
respect  to  such  matters.  No provision of this Agreement may be amended other
than  by an instrument in writing signed by the Company and the Investor, and no
provision  hereof may be waived other than by an instrument in writing signed by
the  party  against  whom  enforcement  is  sought.

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

     If  to  the  Company:

Michael Cummings, President
Network  Installations Corporation
18 Technology Dr. Suite 140A
Irvine, CA  92618
Telephone: 949-753-7551
Facsimile: 949-753-7551


     With  a  copy  to:

     Amy  Trombly
     80  Dorcar  Rd
     Newton,  MA  02549

     If  to  the  Investor:

     At  the  address  listed  in  the  Questionnaire


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

h.     No  Assignment.  This  Agreement  may  not  be  assigned.

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

     j.     Survival.  The representations and warranties of the Company and the
Investor  contained  in Sections 2 and 3, the agreements and covenants set forth
in Sections 4 and 5, and the indemnification provisions set forth in Section 10,
shall  survive  each  of  the  Closings  and  the termination of this Agreement.

     k.     Publicity.  The  Company  and Investor shall consult with each other
in issuing any press releases or otherwise making public statements with respect
to  the transactions contemplated hereby and no party shall issue any such press
release or otherwise make any such public statement without the prior consent of
the  other parties, which consent shall not be unreasonably withheld or delayed,
except that no prior consent shall be required if such disclosure is required by
law,  in  which  such  case the disclosing party shall provide the other parties
with  prior  notice of such public statement. Notwithstanding the foregoing, the
Company  shall  not  publicly  disclose  the  name of Investor without the prior
written consent of such Investor, except to the extent required by law. Investor
acknowledges  that  this  Agreement and all or part of the Transaction Documents
may  be  deemed  to  be  "material  contracts"  as  that term is defined by Item
601(b)(10)  of Regulation S-K, and that the Company may therefore be required to
file  such  documents  as  exhibits  to reports or registration statements filed
under  the Securities 1933 Act or the 1934 Act. Investor further agrees that the
status of such documents and materials as material contracts shall be determined
solely  by  the  Company,  in  consultation  with  its  counsel.

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

     m.  Placement Agent.  The  Company  agrees  to pay Park Capital Securities,
("Park")  a  registered broker dealer, 1% of the Put Amount on each draw as a
fee.  Park  will  also  act  as  an  unaffiliated  broker  dealer.  The Investor
shall  have no obligation with respect to any fees or with respect to any claims
made  by  or  on  behalf  of  other  persons  or  entities  for  fees  of a type
contemplated in this Section that may be due in connection with the transactions
contemplated by the Transaction Documents.  The Company shall indemnify and hold
harmless  the  Investor,  their  employees,  officers,  directors,  agents,  and
partners,  and their respective affiliates, from and against all claims, losses,
damages,  costs  (including  the  costs  of preparation and attorney's fees) and
expenses  incurred in respect of any such claimed or existing fees, as such fees
and  expenses  are  incurred.


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

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

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

     q.     Pricing  of  Common  Stock.  For purposes of this Agreement, the bid
price  of  the Common Stock in this Agreement shall be as reported on Bloomberg.



                        Network Installation Corporation


                       INVESTMENT AGREEMENT SIGNATURE PAGE

     Your  signature on this Signature Page evidences your agreement to be bound
by  the  terms  and  conditions of the Investment Agreement and the Registration
Rights  Agreement.

     1.     The  undersigned signatory hereby certifies that he/she has read and
understands  the  Investment  Agreement,  and  the  representations  made by the
undersigned  in  this  Investment  Agreement  are  true  and  accurate.



                              Preston  Capital  Partners,  LLC


____________________________          By: /s/ John P Wykoff
Date                                      --------------------
                                   Name:  John  P  Wykoff
                                  Title:   A  Managing  Member











     Network  Installations

____________________________          By: /s/ Michael Novielli
Date                                      --------------------
                                          Michael  Novielli,  its  Chairman






                                LIST OF EXHIBITS
                                -----------------


EXHIBIT  D               Broker  Representation  Letter
EXHIBIT  F               Put  Notice
EXHIBIT  G               Put  Settlement  Sheet



                                LIST OF SCHEDULES
                                -----------------

Schedule  4(c)                 Capitalization



                                    EXHIBIT D

                              [BROKER'S LETTERHEAD]




Date
Via  Facsimile

Attention:
______________________
______________________
______________________

                      Re: Network Installation Corporation

Dear  __________________:

It  is  our understanding that the Form______ Registration Statement bearing SEC
File
Number  ( ___-______) filed by Network Installation Corporation on Form _____ on
__________,  2003  was  declared  effective  on  _________,  200_.

This  letter  shall  confirm  that  ______________ shares of the common stock of
Network  Installation Corporation are being sold on behalf of __________________
and  that we shall comply with the prospectus delivery requirements set forth in
that  Registration  Statement  by  filing  the  same  with  the  purchaser.

If  you  have  any  questions  please  do  not  hesitate  to  call.

Sincerely,



______________________



cc:  .






     EXHIBIT  F

Date:

RE:  Put  Notice  Number  __

Dear  Mr.  Wykoff,

This  is  to  inform  you that as of today, Network Installation Corporation., a
Nevada corporation (the "Company"), hereby elects to exercise its right pursuant
to  the  Investment  Agreement  to  require
______________________-.  to  purchase shares of its common stock.   The Company
hereby  certifies  that:

The  amount  of  this  put  is  $__________.

The  Pricing  Period  runs  from  ________  until  _______.

The  current  number  of  shares  issued  and outstanding as of the Company are:

____________________


Regards,



________________________
Michael  Novielli
Network  Installation  Corporation



                                    EXHIBIT G


                              PUT SETTLEMENT SHEET



Date:

Mike,

Pursuant  to  the  Put  given  by  Network  Installation  Corporation  to
_____________________  on  _________________  20xx,  we  are  now submitting the
amount  of  common  shares  for  you  to  issue  to  __________.

Please  have  a  certificate  baring  no  restrictive legend totaling __________
shares issued to ________________ immediately and send via DWAC to the following
account:

XXXXXX

If  not  DWAC  eligible,  please  send  Fedex  Priority  Overnight  to:

XXXXXX

Once  these  shares  are  received  by  us,  we will have the funds wired to the
Company.

Regards,


John  Wykoff



                           SCHEDULE 4(a)  SUBSIDIARIES




                          SCHEDULE 4(c)  CAPITALIZATION





DEBENTURES:

DUTCHESS
     2002:

          AUGUST  101  -  $30,000

     2003:

          APRIL  101     $40,000
          MAY  101     $15,000
           MAY  102     $25,000
          JUNE  101     $25,000
          JULY  101     $15,000
          JULY  102     $95,000
          AUG  101        $20,000


LARRY  WEXLER               $27,000
CRAIG  WEXLER               $18,000
ANDREW  SMITH               $11,250
GLOBAL  COAST               $11,250
CHARLES  MANGIONE          $85,500
DAVID  WYKOFF               $162,000
CARL  HOEHNER               $9,000
RICHARD  BLUE               $9,000
SEYMOUR  NIESEN               $4,300
JON  CUMMINGS               $5,800
MIKE  DAHLQUIST               $9,000
RICHARD  KIM  DREDGE          $5,800
JOHN  BOLLIGER               $9,000
KENNETH  ROGERS               $18,000
DENISE  &  VERNON  KOTO     $18,000
RALPH  GLASEAL               $18,000