Exhibit 4.11

                               BIB HOLDINGS, LTD.
                            PLACEMENT AGENT AGREEMENT

                                                    Dated as of: January 7, 2004

Newbridge Securities Corporation
1451 Cypress Creek Road, Suite 204
Fort Lauderdale, Florida 33309

Ladies and Gentlemen:

      The  undersigned,   BIB   Holdings,   Ltd.,  a  Nevada   corporation  (the
"Company"),  hereby agrees with Newbridge Securities Corporation (the "Placement
Agent") and Cornell Capital  Partners,  LP, a Delaware Limited  Partnership (the
"Investor"), as follows:

      1. Offering.  The Company hereby engages the Placement Agent to act as its
exclusive  placement  agent in connection  with the Standby Equity  Distribution
Agreement dated the date hereof (the "Standby Equity  Distribution  Agreement"),
pursuant to which the Company shall issue and sell to the Investor, from time to
time, and the Investor  shall  purchase from the Company (the  "Offering") up to
Ten Million Dollars ($10,000,000) of the Company's common stock (the "Commitment
Amount"),  par value $.001 per share (the  "Common  Stock"),  at price per share
equal to the  Purchase  Price,  as that term is  defined in the  Standby  Equity
Distribution Agreement.  The Placement Agent services shall consist of reviewing
the terms of the Standby Equity Distribution  Agreement and advising the Company
with respect to those terms.

      All capitalized  terms used herein and not otherwise  defined herein shall
have the same  meaning  ascribed to them as in the Standby  Equity  Distribution
Agreement. The Investor will be granted certain registration rights with respect
to the Common Stock as more fully set forth in the Registration Rights Agreement
between the Company and the  Investor  dated the date hereof (the  "Registration
Rights  Agreement").  The  documents to be executed and  delivered in connection
with the Offering, including, but not limited, to the Company's latest Quarterly
Report on Form 10-QSB as filed with the United  States  Securities  and Exchange
Commission,  this  Agreement,  the Standby Equity  Distribution  Agreement,  the
Registration  Rights  Agreement,  and the Escrow Agreement dated the date hereof
(the "Escrow Agreement"),  are referred to sometimes hereinafter collectively as
the "Offering  Materials." The Company's  Common Stock purchased by the Investor
hereunder  is  sometimes  referred  to  hereinafter  as  the  "Securities."  The
Placement Agent shall not be obligated to sell any Securities.


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      2. Compensation.  Upon the execution of this Agreement,  the Company shall
issue to the  Placement  Agent or its designee  shares of the  Company's  Common
Stock in an amount equal to Ten Thousand Dollars ($10,000) divided by the volume
weighted average price as quoted by Bloomberg,  LP of the Company's Common Stock
on the date hereof (the "Placement  Agent's Shares").  The Placement Agent shall
be entitled to "piggy-back"  registration  rights, which shall be triggered upon
registration  of any shares of Common Stock by the Investor  with respect to the
Placement Agent's Shares pursuant to the Registration Rights Agreement dated the
date hereof.

      3. Representations, Warranties and Covenants of the Placement Agent.

      The Placement Agent represents, warrants and covenants as follows:

            i. The Placement  Agent has the  necessary  power to enter into this
Agreement and to consummate the transactions contemplated hereby.

            ii.  The  execution  and  delivery  by the  Placement  Agent of this
Agreement and the consummation of the transactions  contemplated herein will not
result in any  violation  of, or be in conflict  with,  or  constitute a default
under, any agreement or instrument to which the Placement Agent is a party or by
which the Placement Agent or its properties are bound, or any judgment,  decree,
order or, to the Placement Agent's  knowledge,  any statute,  rule or regulation
applicable to the Placement Agent. This Agreement when executed and delivered by
the Placement Agent, will constitute the legal, valid and binding obligations of
the Placement  Agent,  enforceable in accordance  with their  respective  terms,
except  to the  extent  that (a) the  enforceability  hereof or  thereof  may be
limited by bankruptcy,  insolvency,  reorganization,  moratorium or similar laws
from time to time in effect and affecting the rights of creditors generally, (b)
the enforceability hereof or thereof is subject to general principles of equity,
or (c) the  indemnification  provisions  hereof or thereof  may be held to be in
violation of public policy.

            iii.  Upon receipt and  execution of this  Agreement,  the Placement
Agent will  promptly  forward  copies of this  Agreement  to the  Company or its
counsel and the Investor or its counsel.

            iv. The Placement Agent will not intentionally  take any action that
it reasonably believes would cause the Offering to violate the provisions of the
Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act
of 1934 (the "1934  Act"),  the  respective  rules and  regulations  promulgated
thereunder (the "Rules and  Regulations")  or applicable  "Blue Sky" laws of any
state or jurisdiction.

            v. The Placement  Agent is a member of the National  Association  of
Securities  Dealers,  Inc., and is a broker-dealer  registered as such under the
1934 Act and under the  securities  laws of the  states in which the  Securities
will be offered or sold by the  Placement  Agent  unless an  exemption  for such
state  registration is available to the Placement  Agent. The Placement Agent is
in  material  compliance  with  the  rules  and  regulations  applicable  to the
Placement Agent generally and applicable to the Placement Agent's  participation
in the Offering.


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<PAGE>

      4. Representations and Warranties of the Company.

      The Company represents and warrants as follows:

            i.  The  Company  is duly  incorporated  or  organized  and  validly
existing in the  jurisdiction of its  incorporation  or organization and has all
requisite power and authority corporate power 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 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
on the Company and its subsidiaries taken as a whole.

            ii. The Company has the requisite  corporate  power and authority to
enter into and perform this Agreement,  the Registration  Rights Agreement,  the
Escrow Agreement,  the Placement Agent Agreement and any related agreements,  in
accordance with the terms hereof and thereof, (ii) the execution and delivery of
this Agreement,  the Registration  Rights Agreement,  the Escrow Agreement,  the
Placement  Agent  Agreement  and any related  agreements  by the Company and the
consummation by it of the  transactions  contemplated  hereby and thereby,  have
been duly  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
stockholders,  (iii) this Agreement,  the  Registration  Rights  Agreement,  the
Escrow Agreement,  the Placement Agent Agreement and any related agreements have
been duly  executed  and  delivered  by the Company,  (iv) this  Agreement,  the
Registration  Rights  Agreement,  the  Escrow  Agreement,  the  Placement  Agent
Agreement and assuming the execution and delivery  thereof and acceptance by the
Investor and any related agreements 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.

            iii. As of the date  hereof,  the  authorized  capital  stock of the
Company  consists of  100,000,000  shares of Common  Stock,  par value $.001 per
share and no  shares of  Preferred  Stock of which  50,997,650  shares of Common
Stock were  issued and  outstanding.  All of such  outstanding  shares have been
validly issued and are fully paid and nonassessable.  Except as disclosed in the
SEC Documents, no shares of Common Stock are subject to preemptive rights or any
other similar rights or any liens or  encumbrances  suffered or permitted by the
Company.  Except as disclosed in the SEC Documents,  as of the date hereof,  (i)
there are no outstanding 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,  (ii) there
are no outstanding debt securities  (iii) there are no outstanding  registration
statements  other  than  on  Form  S-8  and  (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  Securities Act (except
pursuant to the  Registration  Rights  Agreement).  There are no  securities  or
instruments  containing   anti-dilution  or  similar  provisions  that  will  be
triggered by this Agreement or any related  agreement or the consummation of the
transactions  described  herein or therein.  The Company  has  furnished  to the
Investor true and correct copies of the Company's  Certificate of Incorporation,
as  amended  and  as  in  effect  on  the  date  hereof  (the   "Certificate  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.


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<PAGE>

            iv. The execution, delivery and performance of this Agreement by the
Company and the  consummation  by the Company of the  transactions  contemplated
hereby will not (i) result in a violation of the  Certificate of  Incorporation,
any certificate of designations of any outstanding  series of preferred stock of
the  Company or By-laws or (ii)  conflict  with or  constitute  a default (or an
event which with notice or lapse of time or both would become a default)  under,
or  give to  others  any  rights  of  termination,  amendment,  acceleration  or
cancellation of, any agreement,  indenture 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  federal and state securities
laws and regulations  and the rules and  regulations of the Principal  Market on
which the  Common  Stock is  quoted)  applicable  to the  Company  or any of its
subsidiaries or by which any material property or asset of the Company or any of
its  subsidiaries is bound or affected and which would cause a Material  Adverse
Effect.  Except as disclosed in the SEC  Documents,  neither the Company nor its
subsidiaries  is in violation of any term of or in default under its Certificate
of  Incorporation  or  By-laws  or  their  organizational  charter  or  by-laws,
respectively,  or any  material  contract,  agreement,  mortgage,  indebtedness,
indenture,  instrument,  judgment,  decree  or  order  or any  statute,  rule or
regulation  applicable to the Company or its  subsidiaries.  The business of the
Company and its subsidiaries is not being conducted in violation of any material
law, ordinance,  regulation of any governmental  entity.  Except as specifically
contemplated  by this Agreement and as required under the Securities Act and any
applicable  state  securities  laws,  the Company is not  required to obtain any
consent, authorization or order of, or make any filing or registration with, any
court or governmental agency in order for it to execute,  deliver or perform any
of its obligations  under or contemplated by this Agreement or the  Registration
Rights  Agreement in accordance with the terms hereof or thereof.  All consents,
authorizations,  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. The Company and its subsidiaries are unaware of any
fact or circumstance which might give rise to any of the foregoing.

            v. There is no litigation or governmental  proceeding pending or, to
the best of the  Company's  knowledge,  threatened  against,  or  involving  the
properties  or  business  of the  Company,  except as set forth in the  Offering
Materials.

            vi.  Since  August 15,  2003,  the  Company  has filed all  reports,
schedules, forms, statements and other documents required to be filed by it with
the SEC under of the Exchange  Act. The Company has delivered to the Investor or
its   representatives,   or  made   available   through  the  SEC's  website  at
http://www.sec.gov,  true and complete copies of the SEC Documents.  As of their
respective  dates, the financial  statements of the Company disclosed in the SEC
Documents  (the  "Financial  Statements")  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  information  provided by or on behalf of the Company to
the  Investor  which is not  included in the SEC  Documents  contains any untrue
statement of a material  fact or omits to state any material  fact  necessary in
order to make the statements  therein,  in the light of the circumstances  under
which they were made, not misleading.


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<PAGE>

            vii.  The SEC  Documents  do not  include any untrue  statements  of
material fact, nor do they omit to state any material fact required to be stated
therein  necessary to make the  statements  made, in light of the  circumstances
under which they were made, not misleading.

            viii.  Except as disclosed in the SEC  Documents  and other than the
Company's  obligations  pursuant  to the PNC Bank  loan,  the  Company is not in
default in the performance or observance of any material obligation,  agreement,
covenant or condition  contained in any  indenture,  mortgage,  deed of trust or
other material  instrument or agreement to which it is a party or by which it is
or its  property  is bound and neither the  execution,  nor the  delivery by the
Company,  nor the  performance  by the  Company  of its  obligations  under this
Agreement or any of the exhibits or  attachments  hereto will  conflict  with or
result in the  breach or  violation  of any of the  terms or  provisions  of, or
constitute  a default or result in the  creation  or  imposition  of any lien or
charge on any assets or  properties  of the  Company  under its  Certificate  of
Incorporation, By-Laws, any material indenture, mortgage, deed of trust or other
material agreement  applicable to the Company or instrument to which the Company
is a party or by which it is bound,  or any  statute,  or any decree,  judgment,
order,  rules or regulation of any court or  governmental  agency or body having
jurisdiction  over the Company or its  properties,  in each case which  default,
lien or charge is likely to cause a  Material  Adverse  Effect on the  Company's
business or financial  condition.  ix.  Except for matters  described in the SEC
Documents  and/or  this  Agreement,  no  Event of  Default,  as  defined  in the
respective  agreement to which the Company is a party, and no event which,  with
the giving of notice or the  passage of time or both,  would  become an Event of
Default (as so  defined),  has occurred  and is  continuing,  which would have a
Material  Adverse  Effect  on the  Company's  business,  properties,  prospects,
financial condition or results of operations.

            x. The Company and its  subsidiaries  own or possess adequate rights
or licenses to use all material 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.  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, and, to the
knowledge of the Company,  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.


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<PAGE>

            xi. Neither the Company nor any of its  subsidiaries  is involved in
any  labor  dispute  nor,  to  the  knowledge  of  the  Company  or  any  of its
subsidiaries,  is any such  dispute  threatened.  None of the  Company's  or its
subsidiaries'  employees  is a  member  of a  union  and  the  Company  and  its
subsidiaries believe that their relations with their employees are good.

            xii. The Company and its subsidiaries are (i) in compliance with any
and  all  applicable  material  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.

            xiii. Except as set forth in the SEC Documents, the Company has good
and marketable title to its properties and material assets owned by it, free and
clear of any pledge,  lien, security interest,  encumbrance,  claim or equitable
interest other than such as are not material to the business of the Company. Any
real  property  and  facilities   held  under  lease  by  the  Company  and  its
subsidiaries  are held by them 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.

            xiv.  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  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 materially and adversely affect the condition,
financial or otherwise,  or the earnings,  business or operations of the Company
and its subsidiaries, taken as a whole.

            xv.  The  Company  and  its   subsidiaries   possess  all   material
certificates,  authorizations  and permits  issued by the  appropriate  federal,
state or foreign  regulatory  authorities  necessary to 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, authorization or permit.


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<PAGE>

            xvi. 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.

            xvii. Except as set forth in the SEC Documents,  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 on the  business,  properties,  operations,  financial
condition,   results  of   operations   or  prospects  of  the  Company  or  its
subsidiaries.  Except as set forth in the SEC Documents, neither the Company nor
any of its  subsidiaries is in breach of any contract or agreement which breach,
in the judgment of the Company's officers, has or is expected to have a Material
Adverse Effect on the business,  properties,  operations,  financial  condition,
results of operations or prospects of the Company or its subsidiaries.

            xviii. Except as set forth in the SEC Documents, there is no action,
suit, proceeding, inquiry or investigation before or by any court, public board,
government  agency,  self-regulatory  organization  or body  pending  against or
affecting the Company,  the Common Stock or any of the  Company's  subsidiaries,
wherein an  unfavorable  decision,  ruling or finding  would (i) have a Material
Adverse Effect on the transactions contemplated hereby (ii) adversely affect the
validity or  enforceability  of, or the  authority  or ability of the Company to
perform  its  obligations   under,  this  Agreement  or  any  of  the  documents
contemplated  herein,  or  (iii)  except  as  expressly  disclosed  in  the  SEC
Documents,  have  a  Material  Adverse  Effect  on  the  business,   operations,
properties,  financial  condition or results of operation of the Company and its
subsidiaries taken as a whole.

            xix. Except as disclosed in the SEC Documents,  the Company does not
presently  own or control,  directly or  indirectly,  any  interest in any other
corporation, partnership, association or other business entity.

            xx. The Company and each of its  subsidiaries  has made or filed all
federal and state  income and all other tax  returns,  reports and  declarations
required by any  jurisdiction to which it is subject and (unless and only to the
extent that the Company and each of its  subsidiaries has set aside on its books
provisions  reasonably  adequate  for the  payment of all unpaid and  unreported
taxes) 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.


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<PAGE>

            xxi.  Except as set forth in the SEC Documents and Schedule 3 (w) of
the Securities  Purchase Agreement dated the date hereof,  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.

            xxii.  There are no claims for  services in the nature of a finder's
or  origination  fee with  respect to the sale of the Common  Stock or any other
arrangements, agreements or understandings that may affect the Placement Agent's
compensation,  as determined by the National  Association of Securities Dealers,
Inc.

            xxiii.  Subject to the  performance  by the  Placement  Agent of its
obligations  hereunder the offer and sale of the Securities  complies,  and will
continue to comply,  in all material  respects with the requirements of Rule 506
of  Regulation D  promulgated  by the SEC pursuant to the 1933 Act and any other
applicable  federal and state laws,  rules,  regulations  and executive  orders.
Neither the Offering  Materials nor any amendment or supplement  thereto nor any
documents  prepared by the Company in connection  with the Offering will 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
light of the  circumstances  under  which they were made,  not  misleading.  All
statements of material  facts in the Offering  Materials are true and correct as
of the date of the Offering Materials.(xxi) All material taxes which are due and
payable from the Company have been paid in full or adequate  provision  has been
made for such taxes on the books of the Company, except for those taxes disputed
in good faith by the  Company  (xxii)  Except as  provided  by law,  None of the
Company nor any of its officers,  directors,  employees or agents, nor any other
person acting on behalf of the Company,  has,  directly or indirectly,  given or
agreed to give any  money,  gift or similar  benefit  (other  than  legal  price
concessions  to customers in the ordinary  course of business) to any  customer,
supplier,  employee or agent of a customer or supplier,  or official or employee
of any governmental  agency or  instrumentality  of any government  (domestic or
foreign) or any political party or candidate for office (domestic or foreign) or
other  person who is or may be in a position  to help or hinder the  business of
the Company (or assist it in connection with any actual or proposed transaction)
which (A) might  subject  the  Company  to any  damage or  penalty in any civil,
criminal or  governmental  litigation or proceeding,  or (B) if not given in the
past,  might have had a  materially  adverse  effect on the assets,  business or
operations  of the  Company  as  reflected  in any of the  financial  statements
contained  in the  Offering  Materials,  or (C) if not  continued in the future,
might  adversely  affect the assets,  business,  operations  or prospects of the
Company in the future.


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      5. Representations, Warranties and Covenants of the Investor.

      The Investor represents, warrants and covenants as follows:

            i. The  Investor  is duly  incorporated  or  organized  and  validly
existing in the  jurisdiction of its  incorporation  or organization and has all
requisite  power and  authority  to purchase  and hold the  securities  issuable
hereunder.  The  decision  to invest  and the  execution  and  delivery  of this
Agreement by such Investor,  the performance by such Investor of its obligations
hereunder and the consummation by such Investor of the transactions contemplated
hereby have been duly  authorized and requires no other  proceedings on the part
of the Investor.  The undersigned has the right,  power and authority to execute
and deliver this Agreement and all other instruments, on behalf of the Investor.
This  Agreement  has been duly  executed  and  delivered  by the  Investor  and,
assuming  the  execution  and  delivery  hereof  and  acceptance  thereof by the
Company,  will  constitute  the  legal,  valid and  binding  obligations  of the
Investor, enforceable against the Investor in accordance with its terms.

            ii. The Investor  will  promptly  forward  copies of any and all due
diligence questionnaires compiled by the Investor to the Placement Agent.

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

            iv. The securities  are being  purchased by the Investor for its own
account, for investment and without any view to the distribution,  assignment or
resale to others or  fractionalization  in whole or in part. The Investor agrees
not to assign or in any way transfer the Investor's  rights to the securities or
any interest  therein and  acknowledges  that the Company will not recognize any
purported  assignment or transfer except in accordance  with applicable  Federal
and state securities laws. No other person has or will have a direct or indirect
beneficial  interest  in the  securities.  The  Investor  agrees  not  to  sell,
hypothecate  or  otherwise   transfer  the  Investor's   securities  unless  the
securities are registered  under Federal and applicable state securities laws or
unless, in the opinion of counsel satisfactory to the Company, an exemption from
such laws is available.

            v. The Investor  acknowledges the Investor's  understanding that the
offering and sale of the  Securities is intended to be exempt from  registration
under the 1933 Act by virtue of Section 3(b) of the 1933 Act and the  provisions
of Regulation D promulgated thereunder ("Regulation D"). In furtherance thereof,
the Investor represents and warrants as follows:

                  a. The Investor has such knowledge and experience in financial
tax and business matters as to be capable of evaluating the merits and risks of,
and bearing the economic  risks entailed by, an investment in the Company and of
protecting its interests in connection with this transaction. It recognizes that
its investment in the Company involves a high degree of risk.

                  b. The Investor  acknowledges  that it had the  opportunity to
review this Agreement and the  transactions  contemplated by this Agreement with
his or its own legal counsel and  investment  and tax advisors.  The Investor is
relying  solely  on such  counsel  and  advisors  and not on any  statements  or
representations  of the  Company  or any of its  representatives  or agents  for
legal,  tax  or  investment   advice  with  respect  to  this  investment,   the
transactions  contemplated  by  this  Agreement  or the  securities  laws of any
jurisdiction.


                                       9
<PAGE>

      6. Certain Covenants and Agreements of the Company.

            The  Company  covenants  and agrees at its  expense  and without any
expense to the Placement Agent as follows:

            i.To advise the  Placement  Agent and the  Investor of any  material
adverse change in the Company's financial condition, prospects or business or of
any  development  materially  affecting  the  Company  or  rendering  untrue  or
misleading  any material  statement in the Offering  Materials  occurring at any
time as soon as the Company is either informed or becomes aware thereof.

            ii. To use its commercially  reasonable  efforts to cause the Common
Stock  issuable in connection  with the Equity Line of Credit to be qualified or
registered for sale on terms  consistent  with those stated in the  Registration
Rights  Agreement and under the  securities  laws of such  jurisdictions  as the
Placement  Agent  and the  Investor  shall  reasonably  request.  Qualification,
registration  and  exemption  charges  and fees  shall  be at the sole  cost and
expense of the Company.

            iii.  Upon written  request,  to provide and continue to provide the
Placement  Agent and the Investor copies of all quarterly  financial  statements
and audited annual financial statements prepared by or on behalf of the Company,
other reports prepared by or on behalf of the Company for public  disclosure and
all documents delivered to the Company's stockholders.

            iv. To deliver, during the registration period of the Standby Equity
Distribution  Agreement,  to the Investor upon the  Investor's  request,  within
forty five (45) days, a statement of its income for each such quarterly  period,
and its balance sheet and a statement of changes in  stockholders'  equity as of
the end of such quarterly  period,  all in reasonable  detail,  certified by its
principal  financial or accounting  officer;  (ii) within ninety (90) days after
the close of each fiscal year,  its balance sheet as of the close of such fiscal
year,   together  with  a  statement  of  income,  a  statement  of  changes  in
stockholders'  equity and a statement  of cash flow for such fiscal  year,  such
balance sheet, statement of income, statement of changes in stockholders' equity
and statement of cash flow to be in reasonable  detail and accompanied by a copy
of the  certificate  or  report  thereon  of  independent  auditors  if  audited
financial  statements are prepared;  and (iii) a copy of all documents,  reports
and information  furnished to its  stockholders at the time that such documents,
reports and information are furnished to its stockholders.

            v. To comply with the terms of the Offering Materials.

            vi. To ensure that any transactions between or among the Company, or
any of its officers,  directors and affiliates be on terms and  conditions  that
are no less favorable to the Company,  than the terms and conditions  that would
be available in an "arm's length" transaction with an independent third party.

      7. Indemnification and Limitation of Liability.

            A. The Company  hereby  agrees that it will  indemnify  and hold the
Placement   Agent  and  each  officer,   director,   shareholder,   employee  or
representative of the Placement Agent and each person controlling, controlled by
or under common  control with the Placement  Agent


                                       10
<PAGE>

within  the  meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
or the SEC's  Rules and  Regulations  promulgated  thereunder  (the  "Rules  and
Regulations"),  harmless  from and  against  any and all  loss,  claim,  damage,
liability,  cost or expense whatsoever  (including,  but not limited to, any and
all  reasonable  legal fees and other  expenses  and  disbursements  incurred in
connection with investigating, preparing to defend or defending any action, suit
or proceeding, including any inquiry or investigation,  commenced or threatened,
or any claim whatsoever or in appearing or preparing for appearance as a witness
in any action,  suit or  proceeding,  including  any inquiry,  investigation  or
pretrial  proceeding  such as a deposition) to which the Placement Agent or such
indemnified person of the Placement Agent may become subject under the 1933 Act,
the 1934 Act, the Rules and  Regulations,  or any other  federal or state law or
regulation, common law or otherwise, arising out of or based upon (i) any untrue
statement  or alleged  untrue  statement  of a material  fact  contained  in (a)
Section 4 of this Agreement,  (b) the Offering  Materials  (except those written
statements  relating to the  Placement  Agent given by the  Placement  Agent for
inclusion   therein),   (c)  any   application  or  other  document  or  written
communication  executed  by  the  Company  or  based  upon  written  information
furnished  by the  Company  filed in any  jurisdiction  in order to qualify  the
Common  Stock  under  the  securities  laws  thereof,  or any  state  securities
commission  or agency;  (ii) the  omission or alleged  omission  from  documents
described  in clauses (a),  (b) or (c) above of a material  fact  required to be
stated therein or necessary to make the statements  therein not  misleading;  or
(iii) the breach of any representation,  warranty, covenant or agreement made by
the Company in this Agreement. The Company further agrees that upon demand by an
indemnified person, at any time or from time to time, it will promptly reimburse
such indemnified person for any loss, claim, damage,  liability, cost or expense
actually and reasonably paid by the  indemnified  person as to which the Company
has  indemnified  such person  pursuant  hereto.  Notwithstanding  the foregoing
provisions of this  Paragraph  7(A),  any such payment or  reimbursement  by the
Company of fees, expenses or disbursements  incurred by an indemnified person in
any  proceeding in which a final  judgment by a court of competent  jurisdiction
(after all appeals or the  expiration of time to appeal) is entered  against the
Placement Agent or such  indemnified  person based upon specific finding of fact
that the  Placement  Agent or such  indemnified  person's  gross  negligence  or
willful misfeasance will be promptly repaid to the Company.

            B. The Placement Agent hereby agrees that it will indemnify and hold
the Company and each officer, director, shareholder,  employee or representative
of the  Company,  and each person  controlling,  controlled  by or under  common
control  with the  Company  within the  meaning of Section 15 of the 1933 Act or
Section  20 of the 1934 Act or the  Rules  and  Regulations,  harmless  from and
against any and all loss, claim, damage,  liability,  cost or expense whatsoever
(including,  but not  limited  to, any and all  reasonable  legal fees and other
expenses and disbursements incurred in connection with investigating,  preparing
to defend or defending any action, suit or proceeding,  including any inquiry or
investigation,  commenced or threatened, or any claim whatsoever or in appearing
or preparing  for  appearance  as a witness in any action,  suit or  proceeding,
including  any  inquiry,   investigation  or  pretrial   proceeding  such  as  a
deposition) to which the Company or such  indemnified  person of the Company may
become subject under the 1933 Act, the 1934 Act, the Rules and  Regulations,  or
any other federal or state law or regulation,  common law or otherwise,  arising
out of or based upon (i) the material  breach of any  representation,  warranty,
covenant or agreement made by the Placement Agent in this Agreement, or (ii) any
false or misleading information provided to the Company in writing by one of the
Placement Agent's indemnified persons specifically for inclusion in the Offering
Materials.


                                       11
<PAGE>

            C. The Investor  hereby  agrees that it will  indemnify and hold the
Placement   Agent  and  each  officer,   director,   shareholder,   employee  or
representative of the Placement Agent, and each person  controlling,  controlled
by or under  common  control  with the  Placement  Agent  within the  meaning of
Section  15 of the 1933 Act or  Section  20 of the  1934  Act or the  Rules  and
Regulations,  harmless  from  and  against  any and  all  loss,  claim,  damage,
liability,  cost or expense whatsoever  (including,  but not limited to, any and
all  reasonable  legal fees and other  expenses  and  disbursements  incurred in
connection with investigating, preparing to defend or defending any action, suit
or proceeding, including any inquiry or investigation,  commenced or threatened,
or any claim whatsoever or in appearing or preparing for appearance as a witness
in any action,  suit or  proceeding,  including  any inquiry,  investigation  or
pretrial  proceeding  such as a deposition) to which the Placement Agent or such
indemnified person of the Placement Agent may become subject under the 1933 Act,
the 1934 Act, the Rules and  Regulations,  or any other  federal or state law or
regulation,  common  law or  otherwise,  arising  out of or  based  upon (i) the
conduct of the Investor or its  officers,  employees or  representatives  in its
acting  as the  Investor  for the  Offering,  (ii) the  material  breach  of any
representation,  warranty,  covenant or  agreement  made by the  Investor in the
Offering Materials, or (iii) any false or misleading information provided to the
Placement Agent by one of the Investor's indemnified persons.

            D. The Placement Agent hereby agrees that it will indemnify and hold
the Investor and each officer, director, shareholder, employee or representative
of the  Investor,  and each person  controlling,  controlled  by or under common
control  with the  Investor  within the meaning of Section 15 of the 1933 Act or
Section  20 of the 1934 Act or the  Rules  and  Regulations,  harmless  from and
against any and all loss, claim, damage,  liability,  cost or expense whatsoever
(including,  but not  limited  to, any and all  reasonable  legal fees and other
expenses and disbursements incurred in connection with investigating,  preparing
to defend or defending any action, suit or proceeding,  including any inquiry or
investigation,  commenced or threatened, or any claim whatsoever or in appearing
or preparing  for  appearance  as a witness in any action,  suit or  proceeding,
including  any  inquiry,   investigation  or  pretrial   proceeding  such  as  a
deposition) to which the Investor or such indemnified person of the Investor may
become subject under the 1933 Act, the 1934 Act, the Rules and  Regulations,  or
any other federal or state law or regulation,  common law or otherwise,  arising
out of or based  upon  the  material  breach  of any  representation,  warranty,
covenant or agreement made by the Placement Agent in this Agreement.

            E.  Promptly  after  receipt  by an  indemnified  party of notice of
commencement  of any action covered by Section 7(A),  (B), (C) or (D), the party
to be indemnified shall,  within five (5) business days, notify the indemnifying
party of the commencement  thereof; the omission by one (1) indemnified party to
so notify the indemnifying party shall not relieve the indemnifying party of its
obligation to indemnify any other  indemnified  party that has given such notice
and shall not relieve the  indemnifying  party of any liability  outside of this
indemnification  if not  materially  prejudiced  thereby.  In the event that any
action is brought against the indemnified  party, the indemnifying party will be
entitled to participate  therein and, to the extent it may desire, to assume and
control  the  defense  thereof  with  counsel  chosen by it which is  reasonably
acceptable to the indemnified party. After notice from the indemnifying party to
such  indemnified  party of its election to so assume the defense  thereof,  the
indemnifying  party  will not be liable to such  indemnified  party  under  such
Section  7(A),  (B),  (C), or (D) for any legal or other  expenses  subsequently
incurred by such indemnified  party in connection with the defense thereof,  but
the  indemnified  party may, at its own expense,  participate in such defense by
counsel  chosen by it,  without,  however,  impairing the  indemnifying  party's
control  of  the  defense.   Subject  to  the  proviso  of  this   sentence  and
notwithstanding  any other  statement  to the  contrary  contained  herein,  the
indemnified  party or  parties  shall  have the right to choose its or their own
counsel  and  control  the  defense  of any  action,  all at the  expense of the
indemnifying  party  if (i) the  employment  of such  counsel  shall  have  been
authorized in writing by the  indemnifying  party in connection with the defense
of  such  action  at  the  expense  of  the  indemnifying  party,  or  (ii)  the
indemnifying  party shall not have employed counsel  reasonably  satisfactory to
such  indemnified  party to have charge of the  defense of such action  within a
reasonable  time  after  notice of  commencement  of the  action,  or (iii) such
indemnified  party or parties shall have reasonably  concluded that there may be
defenses available to it or them which are different from or additional to those
available  to one  or  all  of the  indemnifying  parties  (in  which  case  the
indemnifying  parties  shall not have the right to direct  the  defense  of such
action on behalf of the  indemnified  party or parties),  in any of which events
such  fees  and  expenses  of one  additional  counsel  shall  be  borne  by the
indemnifying party; provided, however, that the indemnifying party shall not, in
connection with any one action or separate but substantially  similar or related
actions in the same jurisdiction  arising out of the same general allegations or
circumstance,  be liable for the  reasonable  fees and expenses of more than one
separate  firm of attorneys  at any time for all such  indemnified  parties.  No
settlement of any action or  proceeding  against an  indemnified  party shall be
made without the consent of the indemnifying party.


                                       12
<PAGE>

            F. In  order to  provide  for just  and  equitable  contribution  in
circumstances in which the indemnification  provided for in Section 7(A) or 7(B)
is due in accordance  with its terms but is for any reason held by a court to be
unavailable  on grounds of policy or  otherwise,  the Company and the  Placement
Agent shall contribute to the aggregate losses,  claims, damages and liabilities
(including  legal or other expenses  reasonably  incurred in connection with the
investigation  or defense of same) which the other may incur in such  proportion
so that the  Placement  Agent  shall be  responsible  for  such  percent  of the
aggregate of such losses,  claims,  damages and  liabilities  as shall equal the
percentage of the gross  proceeds  paid to the  Placement  Agent and the Company
shall be responsible for the balance;  provided,  however, that no person guilty
of fraudulent  misrepresentation within the meaning of Section 11(f) of the 1933
Act shall be entitled to contribution from any person who was not guilty of such
fraudulent  misrepresentation.  For  purposes of this Section  7(F),  any person
controlling,  controlled by or under common control with the Placement Agent, or
any partner,  director,  officer,  employee,  representative or any agent of any
thereof,  shall have the same rights to  contribution as the Placement Agent and
each person controlling,  controlled by or under common control with the Company
within  the  meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
and each officer of the Company and each  director of the Company shall have the
same rights to contribution  as the Company.  Any party entitled to contribution
will,  promptly after receipt of notice of commencement  of any action,  suit or
proceeding  against such party in respect of which a claim for  contribution may
be made against the other party under this Section 7(D),  notify such party from
whom contribution may be sought,  but the omission to so notify such party shall
not relieve the party from whom  contribution  may be sought from any obligation
they may have hereunder or otherwise if the party from whom  contribution may be
sought is not materially prejudiced thereby.

            G. The  indemnity  and  contribution  agreements  contained  in this
Section 7 shall remain operative and in full force and effect  regardless of any
investigation  made by or on behalf of any indemnified person or any termination
of this Agreement.

            H. The Company  hereby waives,  to the fullest  extent  permitted by
law, any right to or claim of any  punitive,  exemplary,  incidental,  indirect,
special,  consequential or other damages (including, without limitation, loss of
profits)  against the Placement Agent and each officer,  director,  shareholder,
employee or representative  of the placement agent and each person  controlling,
controlled  by or under  common  control  with the  Placement  Agent  within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act or the Rules
and Regulations arising out of any cause whatsoever (whether such cause be based
in  contract,   negligence,   strict   liability,   other  tort  or  otherwise).
Notwithstanding  anything  to  the  contrary  contained  herein,  the  aggregate
liability  of the  Placement  Agent  and each  officer,  director,  shareholder,
employee or representative  of the Placement Agent and each person  controlling,
controlled  by or under  common  control  with the  Placement  Agent  within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act or the Rules
and  Regulations  shall not exceed the  compensation  received by the  Placement
Agent  pursuant to Section 2 hereof.  This  limitation of liability  shall apply
regardless of the cause of action,  whether contract,  tort (including,  without
limitation,  negligence)  or breach of statute or any other  legal or  equitable
obligation.


                                       13
<PAGE>

      8. Payment of Expenses.

            The Company  hereby agrees to bear all of the expenses in connection
with the Offering,  including,  but not limited to the  following:  filing fees,
printing and duplicating  costs,  advertisements,  postage and mailing  expenses
with respect to the transmission of Offering  Materials,  registrar and transfer
agent fees,  escrow agent fees and expenses,  fees of the Company's  counsel and
accountants, issue and transfer taxes, if any.

      9. Conditions of Closing.

            i. The Closing  shall be held at the offices of the  Investor or its
counsel.  The  obligations of the Placement  Agent hereunder shall be subject to
the continuing accuracy of the representations and warranties of the Company and
the  Investor  herein as of the date  hereof and as of the Date of Closing  (the
"Closing Date") with respect to the Company or the Investor, as the case may be,
as if it had been made on and as of such Closing Date; the accuracy on and as of
the Closing Date of the  statements of the officers of the Company made pursuant
to the provisions hereof; and the performance by the Company and the Investor on
and as of the Closing Date of its covenants and obligations hereunder and to the
following further conditions:

                  a. Upon the effectiveness of a registration statement covering
the Standby Equity Distribution Agreement,  the Investor and the Placement Agent
shall  receive  the  opinion  of Counsel  to the  Company,  dated as of the date
thereof, which opinion shall be in form and substance reasonably satisfactory to
the Investor, their counsel and the Placement Agent.

                  b. At or prior to the Closing,  the Investor and the Placement
Agent shall have been furnished such documents,  certificates and opinions as it
may  reasonably  require for the purpose of enabling them to review or pass upon
the matters  referred to in this  Agreement  and the Offering  Materials,  or in
order to evidence  the  accuracy,  completeness  or  satisfaction  of any of the
representations, warranties or conditions herein contained.

                  c. At and prior to the  Closing,  (i) there shall have been no
material  adverse change nor development  involving a prospective  change in the
condition or prospects or the business  activities,  financial or otherwise,  of
the Company from the latest dates as of which such condition is set forth in the
Offering  Materials;  (ii)  there  shall  have been no  transaction,  not in the
ordinary course of business except the  transactions  pursuant to the Securities
Purchase  Agreement entered into by the Company on the date hereof which has not
been disclosed in the Offering  Materials or to the Placement  Agent in writing;
(iii) except as set forth in the Offering Materials, the Company shall not be in
default  under any  provision  of any  instrument  relating  to any  outstanding
indebtedness  for which a waiver or extension has not been  otherwise  received;
(iv) except as set forth in the Offering  Materials,  the Company shall not have
issued any securities (other than those to be issued as provided in the Offering
Materials)  or declared or paid any  dividend  or made any  distribution  of its
capital  stock of any  class and  there  shall  not have been any  change in the
indebtedness  (long or short term) or  liabilities or obligations of the Company
(contingent or otherwise) and trade payable debt incurred in the ordinary course
of business; (v) no material amount of the assets of the Company shall have been
pledged or mortgaged,  except as indicated in the Offering Materials; and (v) no
action,  suit  or  proceeding,  at law or in  equity,  against  the  Company  or
affecting any of its  properties  or  businesses  shall be pending or threatened
before  or by  any  court  or  federal  or  state  commission,  board  or  other
administrative  agency,  domestic or foreign,  wherein an unfavorable  decision,
ruling or finding could materially adversely affect the businesses, prospects or
financial  condition  or  income  of the  Company,  except  as set  forth in the
Offering Materials.


                                       14
<PAGE>

                  d. If  requested  at Closing the  Investor  and the  Placement
Agent shall receive a certificate of the Company signed by an executive  officer
and chief financial officer,  dated as of the applicable  Closing, to the effect
that the conditions set forth in subparagraph  (C) above have been satisfied and
that, as of the applicable  closing,  the  representations and warranties of the
Company set forth herein are true and correct.

                  e. The Placement Agent shall have no obligation to insure that
(x) any check,  note,  draft or other means of payment for the Common Stock will
be honored,  paid or  enforceable  against the Investor in  accordance  with its
terms,  or (y) subject to the performance of the Placement  Agent's  obligations
and  the  accuracy  of the  Placement  Agent's  representations  and  warranties
hereunder, (1) the Offering is exempt from the registration  requirements of the
1933  Act or any  applicable  state  "Blue  Sky" law or (2) the  Investor  is an
Accredited Investor.

      10. Termination.

            This  Agreement  shall be  co-terminus  with, and terminate upon the
same terms and conditions as those set forth in, the Standby Equity Distribution
Agreement.  The rights of the Investor and the  obligations of the Company under
the Registration Rights Agreement, and the rights of the Placement Agent and the
obligations  of the Company  shall  survive the  termination  of this  Agreement
unabridged.

      11. Miscellaneous.

                  i.  This   Agreement   may  be   executed  in  any  number  of
counterparts,  each of which  shall be deemed to be an  original,  but all which
shall be deemed to be one and the same instrument.

                  ii. Any notice  required or  permitted  to be given  hereunder
shall be given in writing and shall be deemed  effective  when  deposited in the
United States mail, postage prepaid, or when received if personally delivered or
faxed (upon confirmation of receipt received by the sending party), addressed as
follows to such other address of which written notice is given to the others):


                                       15
<PAGE>

If to Placement Agent, to:  Newbridge Securities Corporation
                            1451 Cypress Creek Road, Suite 204
                            Fort Lauderdale, Florida 33309
                            Attention:  Doug Aguililla
                            Telephone:  (954) 334-3450
                            Facsimile:  (954) 229-9937

If to the Company, to:      BIB Holdings, Ltd.
                            7409 Oak Grove Avenue
                            Las Vegas, NV 89117
                            Attention:  Mark Binder
                            Telephone:  (702) 243-8809
                            Facsimile:  (702) 243-2686

With a copy to:             Sichenzia Ross Friedman Ference LLP
                            1065 Avenue of the Americas
                            1065 Avenue of the Americas
                            Attention:  Gregory Sichenzia, Esq.
                            Telephone:  (212) 398-1494
                            Facsimile:  (212) 930-9725

If to the Investor:         Cornell Capital Partners, LP
                            101 Hudson Street - Suite 3606
                            Jersey City, New Jersey 07302
                            Attention:  Mark A. Angelo
                                        Portfolio Manager
                            Telephone:  (201) 985-8300
                            Facsimile:  (201) 985-8266

With Copies to:             Butler Gonzalez LLP
                            1000 Stuyvesant Avenue - Suite 6
                            Union, New Jersey 07083
                            Attention:  David Gonzalez, Esq.
                            Facsimile:  (908) 810-0973


                                       16
<PAGE>

                  iii. This Agreement  shall be governed by and construed in all
respects  under  the  laws of the  State of  Nevada,  without  reference  to its
conflict of laws rules or principles. Any suit, action, proceeding or litigation
arising out of or relating to this Agreement  shall be brought and prosecuted in
such federal or state court or courts  located within the State of New Jersey as
provided by law. The parties hereby irrevocably and  unconditionally  consent to
the  jurisdiction  of each such court or courts  located within the State of New
Jersey and to service of process by registered or certified mail, return receipt
requested,  or by any other  manner  provided  by  applicable  law,  and  hereby
irrevocably and unconditionally  waive any right to claim that any suit, action,
proceeding  or litigation  so commenced  has been  commenced in an  inconvenient
forum.

                  iv. This Agreement and the other agreements  referenced herein
contain  the entire  understanding  between  the  parties  hereto and may not be
modified or amended  except by a writing  duly signed by the party  against whom
enforcement of the modification or amendment is sought.

                  v. If any  provision  of this  Agreement  shall  be held to be
invalid or unenforceable,  such invalidity or unenforceability  shall not affect
any other provision of this Agreement.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       17
<PAGE>

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

                                        COMPANY:
                                        BIB HOLDINGS, LTD.

                                        By: /s/ Gail Binder
                                           -------------------------------------
                                           Name:  Gail Binder
                                           Title: Chief Executive Officer

                                        PLACEMENT AGENT:
                                        NEWBRIDGE SECURITIES CORPORATION

                                        By: /s/ Guy S. Amico
                                           -------------------------------------
                                           Name:  Guy S. Amico
                                           Title: President

                                        INVESTOR:
                                        CORNELL CAPITAL PARTNERS, LP

                                        By:      Yorkville Advisors, LLC
                                        Its:     General Partner

                                        By: /s/ Mark A. Angelo
                                           -------------------------------------
                                           Name:  Mark A. Angelo
                                           Title: Portfolio Manager


                                       18