Exhibit 4.1

                         COMMON STOCK PURCHASE AGREEMENT

         THIS COMMON STOCK PURCHASE AGREEMENT (this "Agreement") is made as of
February 6, 2004 by and between Universal Guardian Holdings, Inc., a Delaware
corporation (the "Company"), and the purchaser whose name and address are set
forth on the signature page hereto ("Purchaser").

                                    RECITALS

         WHEREAS, pursuant to that certain Subscription Application of Purchaser
dated February 6, 2004 (the "Subscription Application"), an executed copy of
which is attached hereto as EXHIBIT A, the Company desires to sell to Purchaser
and Purchaser desires to purchase from the Company the number of shares of the
Company's Common Stock set forth on the signature page hereto (collectively, the
"Common Stock") at a price of $0.277 per share, subject to the terms and
conditions of this Agreement and a warrant (the "Warrant") to purchase up to
$250,000 worth of shares of the Company's Common Stock (the "Warrant Shares"),
subject to the terms and conditions of the Warrant which is attached hereto as
EXHIBIT B.

         NOW, THEREFORE, the parties hereto hereby agree as follows:

                                    AGREEMENT

Section 1.                 Sale and Issuance of Common Stock.

                  Subject to the terms and conditions of this Agreement, the
Company has authorized the sale and issuance (the "Issuance") to Purchaser of
the Common Stock. At the Closing (as defined in Section 2.1), the Company shall
sell to Purchaser, and Purchaser shall purchase from the Company (i) the Common
Stock at a purchase price of $0.277 per share and (ii) the Warrant Shares,
subject to the terms and conditions of this Agreement, the Warrant and the other
documents or instruments contemplated hereby or thereby.

Section 2.                 The Closing.

         2.1 The closing of the Issuance to Purchaser (the "Closing") shall take
place simultaneously with the execution and delivery of this Agreement at the
principal office of the Company.

         2.2 At the Closing, the Company shall deliver to Purchaser, an
instruction letter to the Company's transfer agent to issue to Purchaser the
Common Stock, the Agreement and the Warrant duly executed by the Company,
against receipt by the Company of a wire transfer in an aggregate amount equal
to the purchase price therefor as set forth on the signature page hereto and the
Agreement duly executed by Purchaser. The wire transfer shall be sent pursuant
to the following instructions:


                                       5
<PAGE>

                           Bank:                     Comerica Bank of California
                                                     10900 Wilshire Blvd.
                                                     Los Angeles, CA 90024
                                                     (800) 888-3595
                           ABA No.:                  121137522
                           Account No.:              1891937581
                           Account Name:             Richardson & Patel, LLP
                                                     Client Trust Account


Section 3.                 Representations and Warranties of the Company.

         The Company hereby represents and warrants to Purchaser as follows:

         3.1      Organization.

         The Company is duly organized, validly existing and in good standing
under the laws of the State of Delaware and is qualified to conduct its business
as a foreign corporation in each jurisdiction where the failure to be so
qualified would have a material adverse effect on the Company.

         3.2      Authorization of Agreement, Etc.

         The execution, delivery and performance by the Company of this
Agreement, the Warrant, the Subscription Application and each other document or
instrument contemplated hereby or thereby (collectively, the "Financing
Documents") have been duly authorized by all requisite corporate action by the
Company; and this Agreement and each other Financing Document have been duly
executed and delivered by the Company. Each of the Financing Documents, when
executed and delivered by the Company, constitutes the valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms, subject to applicable bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium or other similar laws affecting creditors'
rights and remedies generally, and subject as to enforceability to general
principles of equity (regardless of whether enforcement is sought in a
proceeding at law or in equity).

Section 4.        Representations and Warranties of Purchaser.

         Purchaser hereby represents and warrants to the Company as follows:

         4.1      Authorization of the Documents.

         Purchaser has all requisite power and authority (corporate or
otherwise) to execute, deliver and perform the Financing Documents and the
transactions contemplated thereby, and the execution, delivery and performance
by Purchaser of the Financing Documents have been duly authorized by all
requisite action by Purchaser and each such Financing Document, when executed
and delivered by Purchaser, constitutes a valid and binding obligation of
Purchaser, enforceable against Purchaser in accordance with its terms, subject
to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or other similar laws affecting creditors' rights and remedies
generally, and subject, as to enforceability, to general principles of equity
(regardless of whether enforcement is sought in a proceeding at law or in
equity).


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<PAGE>

         4.2      Investment Representations.

         All of the representations, warranties and information of Purchaser
provided in the Subscription Application are incorporated herein and made a part
hereof by this reference and shall be true at the Closing with the same effect
as though made at the Closing.

         4.3      U.S.A. Patriot Act Representations

         (A) Purchaser represents, warrants and covenants that Purchaser:

                              (i)(a) is subscribing for the Common Stock for
Purchaser's own account, own risk and own beneficial interest, (b) is not acting
as an agent, representative, intermediary, nominee or in a similar capacity for
any other person or entity, nominee account or beneficial owner, whether a
natural person or entity (each such natural person or entity, an "Underlying
Beneficial Owner") and no Underlying Beneficial Owner will have a beneficial or
economic interest in the Common Stock being purchased by Purchaser (whether
directly or indirectly, including without limitation, through any option, swap,
forward or any other hedging or derivative transaction), (c) if it is an entity,
including, without limitation, a fund-of-funds, trust, pension plan or any other
entity that is not a natural person (each, an "Entity"), has carried out
thorough due diligence as to and established the identities of such Entity's
investors, directors, officers, trustees, beneficiaries and grantors (to the
extent applicable, each a "Related Person" of such Entity), holds the evidence
of such identities, will maintain all such evidence for at least five years from
the date of Purchaser's resale or other disposition of all the Common Stock,
will request such additional information as the Company may require to verify
such identities as may be required by applicable law, and will make such
information available to the Company upon its request, and (d) does not have the
intention or obligation to sell, pledge, distribute, assign or transfer all or a
portion of the Common Stock to any Underlying Beneficial Owner or any other
person; OR (CHECK AND INITIAL ONE BOX)

                              (ii)(a) is subscribing for the Common Stock as a
record owner and will not have a beneficial ownership interest in the Common
Stock, (b) is acting as an agent, representative, intermediary, nominee or in a
similar capacity for one or more Underlying Beneficial Owners (as defined in
(A)(i)(a) above), and understands and acknowledges that the representations,
warranties and agreements made in the Financing Documents are made by Purchaser
with respect to both Purchaser and the Underlying Beneficial Owner(s), (c) has
all requisite power and authority from the Underlying Beneficial Owner(s) to
execute and perform the obligations under the Subscription Agreement, (d) has
carried out thorough due diligence as to and established the identities of all
Underlying Beneficial Owners (and, if an Underlying Beneficial Owner is not a
natural person, the identities of such Underlying Beneficial Owner's Related
Persons (to the extent applicable)), holds the evidence of such identities, will
maintain all such evidence for at least five years from the date of Purchaser's
resale or other disposition of all the Common Stock, and will make such
information available to the Company upon its request and (e) does not have the
intention or obligation to sell, pledge, distribute, assign or transfer all or a
portion of the Common Stock to any person other than the Underlying Beneficial
Owner(s).


                                       7
<PAGE>

                  (B) Purchaser hereby represents and warrants that the proposed
investment in the Company that is being made on its own behalf or, if
applicable, on behalf of any Underlying Beneficial Owners does not directly or
indirectly contravene United States federal, state, local or international laws
or regulations applicable to Purchaser, including anti-money laundering laws (a
"Prohibited Investment").

                  (C) Federal regulations and Executive Orders administered by
the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC")
prohibit, among other things, the engagement in transactions with, and the
provision of services to, certain foreign countries, territories, entities and
individuals. The lists of OFAC prohibited countries, territories, persons and
entities can be found on the OFAC website at www.treas.gov/ofac. Purchaser
hereby represents and warrants that neither Purchaser nor, if applicable, any
Underlying Beneficial Owner or Related Person, is a country, territory, person
or entity named on an OFAC list, nor is Purchaser nor, if applicable, any
Underlying Beneficial Owner or Related Person, a natural person or entity with
whom dealings are prohibited under any OFAC regulations.

                  (D) Purchaser represents and warrants that neither Purchaser
nor, if applicable, any Underlying Beneficial Owner or Related Person, is a
senior foreign political figure, or any immediate family member or close
associate of a senior foreign political figure within the meaning of, and
applicable guidance issued by the Department of the Treasury concerning, the
U.S. Bank Secrecy Act (31 U.S.C. ss.5311 et seq.), as amended, and any
regulations promulgated thereunder.

                  (E) Purchaser agrees promptly to notify the Company should
Purchaser become aware of any change in the information set forth in paragraphs
(A) through (D).

                  (F) Purchaser agrees to indemnify and hold harmless the
Company, its affiliates, their respective directors, officers, shareholders,
employees, agents and representatives (each, an "Indemnitee") from and against
any and all losses, liabilities, damages, penalties, costs, fees and expenses
(including legal fees and disbursements) (collectively, "Damages") which may
result, directly or indirectly, from Purchaser's misrepresentations or
misstatements contained herein or breaches hereof relating to paragraphs (A)
through (D).

                  (G) Purchaser understands and agrees that, notwithstanding
anything to the contrary contained in any document (including any side letters
or similar agreements), if, following Purchaser's investment in the Company, it
is discovered that the investment is or has become a Prohibited Investment, such
investment may immediately be redeemed by the Company or otherwise be subject to
the remedies required by law, and Purchaser shall have no claim against any
Indemnitee for any form of Damages as a result of such forced redemption or
other action.

                  (H) Upon the written request from the Company, Purchaser
agrees to provide all information to the Company to enable the Company to comply
with all applicable anti-money laundering statutes, rules, regulations and
policies, including any policies applicable to a portfolio investment held or
proposed to be held by the Company. Purchaser understands and agrees that the
Company may release confidential information about Purchaser and, if applicable,
any Underlying Beneficial Owner(s) or Related Person(s) to any person, if the
Company, in its sole discretion, determines that such disclosure is necessary to
comply with applicable statutes, rules, regulations and policies.


                                       8
<PAGE>

         4.4 Restricted Stock. Purchaser understands and acknowledges that the
Common Stock and the Warrant Shares have not been, and when issued will not be,
registered with the Securities and Exchange Commission. Further, the Purchaser
understands and acknowledges that the certificates representing the Common Stock
and the Warrant Shares, when issued, shall bear a restrictive legend.

Section 5.                 Registration Rights.

         5.1 Registration Rights Granted. The Company hereby grants the
following registration rights to the Purchaser:

                           (a) If the Company at any time proposes to register
any of its securities under the Act for sale to the public, whether for its own
account or for the account of other security holders or both, except with
respect to registration statements on Forms S-4, S-8 or another form not
available for registering the Registrable Securities for sale to the public,
provided the Registrable Securities are not otherwise subject to an effective
registration statement, the Company will give the Purchaser written notice
("Notice of Registration") to cause such Registrable Securities to be included
with the securities to be covered by the registration statement proposed to be
filed by the Company. In the event that any registration pursuant to this
Section 5.1(a) shall be, in whole or in part, an underwritten public offering of
Common Stock of the Company, the number of shares of Registrable Securities to
be included in such an underwriting may be reduced by the managing underwriter
if and to the extent that the Company and the underwriter shall reasonably be of
the opinion that such inclusion would adversely affect the marketing of the
securities to be sold by the Company therein; provided, however, that the
Company shall notify the Purchaser in writing of any such reduction.
"Registrable Securities" means the number of shares of the Company's Common
Stock set forth on the signature page hereto and issuable upon exercise of the
Warrant.

                           (b) The Company shall file, or use its best efforts
to file, a Form SB-2 registration statement (or such other form that it is
eligible to use) in order to register the issuance of the Registrable Securities
to the Purchaser under the Securities Act with the SEC by March 22, 2004 (the
"Filing Date"), and cause, or use its best efforts to cause, such registration
statement to be declared effective by June 4, 2004 (the "Effective Date"). If
the registration statement is not declared effective by the SEC by the Effective
Date or if the Registration Statement does not remain effective and available
for use, the Company will pay Purchaser a cash payment equal to 1% of the
Purchase Price. If any of the foregoing shall continue for more than 30 days,
the Company will pay Purchaser a cash payment equal to another 1% of the
Purchase Price per month thereafter until the delinquency no longer continues,
or one year after the Closing, whichever is first.

                           (c) The Company will register a number of shares of
Common Stock in the aforedescribed registration statement that is equal to the
Warrant Shares and the number of shares of the Company's Common Stock set forth
on the signature page hereto.


                                       9

<PAGE>


         5.2 Registration Procedures. If and whenever the Company is required by
the provisions hereof to effect the registration of the Registrable Securities
under the Act, the Company will:

                           (a) prepare and file with the SEC a registration
statement with respect to such securities and use its best efforts to cause such
registration statement to become and remain effective for the period of the
distribution contemplated thereby (determined as herein provided), and promptly
provide to the Purchaser copies of all filings and SEC letters of comment;

                           (b) prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective
until the earlier date of when: (i) all Registrable Securities have been sold or
(ii) all Registrable Securities may be sold immediately without registration
under the Securities Act and without volume restrictions pursuant to Rule
144(k), as determined by the counsel to the Company pursuant to a written
opinion letter to such effect, addressed and acceptable to the Company's
transfer agent and the affected Holders (the "Effectiveness Period");

                           (c) furnish to the Purchaser such number of copies of
the registration statement and the prospectus included therein (including each
preliminary prospectus) as the Purchaser reasonably may request to facilitate
the public sale or disposition of the securities covered by such registration
statement;

                           (d) register or qualify the Purchaser's Registrable
Securities covered by such registration statement under the securities or "blue
sky" laws of such jurisdictions as the Purchaser requests, provided, however,
that the Company shall not for any such purpose be required to qualify generally
to transact business as a foreign corporation in any jurisdiction where it is
not so qualified or to consent to general service of process in any such
jurisdiction;

                           (e) list the Registrable Securities covered by such
registration statement with any securities exchange on which the Common Stock of
the Company is then listed;

                           (f) immediately notify the Purchaser at any time when
a prospectus relating thereto is required to be delivered under the Securities
Act, of the happening of any event of which the Company has knowledge as a
result of which the prospectus contained in such registration statement, as then
in effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing; and

                           (g) make available for inspection by the Purchaser
and any attorney, accountant or other agent retained by the Purchaser, all
publicly-available, non-confidential financial and other records, pertinent
corporate documents and properties of the Company, and cause the Company's
officers, directors and employees to supply all publicly-available,
non-confidential information reasonably requested by the attorney, accountant or
agent of the Purchaser.


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<PAGE>

         5.3 Provision of Documents. In connection with the registration
hereunder, the Purchaser will furnish to the Company in writing such information
and representation letters with respect to itself and the proposed distribution
by it as reasonably shall be necessary in order to assure compliance with
federal and applicable state securities laws.

         5.4 Expenses. All expenses incurred by the Company in complying with
Section 5, including, without limitation, all registration and filing fees,
printing expenses, fees and disbursements of counsel and independent public
accountants for the Company, fees and expenses (including reasonable counsel
fees) incurred in connection with complying with state securities or "blue sky"
laws, fees of the NASD, transfer taxes, fees of transfer agents and registrars,
fees of, and disbursements incurred by, and costs of insurance are called
"Registration Expenses". All underwriting discounts and selling commissions
applicable to the sale of Registrable Securities, including any fees and
disbursements of any special counsel to the Purchaser beyond those included in
Registration Expenses, are called "Selling Expenses." The Company shall be
responsible for all Registration Expenses. All Selling Expenses in connection
with each registration statement shall be borne by Purchaser.

         5.5      Indemnification.

                  (a) In the event of a registration of any Registrable
Securities under the Securities Act pursuant to Section 5, the Company will
indemnify and hold harmless the Purchaser, and its officers, directors and each
other person, if any, who controls the Purchaser within the meaning of the
Securities Act, against any losses, claims, damages or liabilities, joint or
several, to which the Purchaser, or such persons may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
any registration statement under which such Registrable Securities were
registered under the Securities Act pursuant to Section 5, any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereof, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and will reimburse the Purchaser, and
each such person for any reasonable legal or other expenses incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company will not be liable in
any such case if and to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission so made in conformity with information
furnished by the Purchaser or any such person in writing specifically for use in
any such document.

                  (b) In the event of a registration of the Registrable
Securities under the Securities Act pursuant to Section 5, the Purchaser will
indemnify and hold harmless the Company, and its officers, directors and each
other person, if any, who controls the Company within the meaning of the
Securities Act, against all losses, claims, damages or liabilities, joint or
several, to which the Company or such persons may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the registration statement under which such Registrable Securities were
registered under the Securities Act pursuant to Section 5, any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereof, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and will reimburse the Company and each
such person for any reasonable legal or other expenses incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action, provided, however, that the Purchaser will be liable in any
such case if and only to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission so made in conformity with information
furnished in writing to the Company by the Purchaser specifically for use in any
such document.


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<PAGE>

                  (c) Promptly after receipt by an indemnified party hereunder
of notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party hereunder,
notify the indemnifying party in writing thereof, but the omission so to notify
the indemnifying party shall not relieve it from any liability which it may have
to such indemnified party other than under this Section 5.5(c) and shall only
relieve it from any liability which it may have to such indemnified party under
this Section 5.5(c) if and to the extent the indemnifying party is prejudiced by
such omission. In case any such action shall be brought against any indemnified
party and it shall notify the indemnifying party of the commencement thereof,
the indemnifying party shall be entitled to participate in and, to the extent it
shall wish, to assume and undertake the defense thereof with counsel
satisfactory to such indemnified party, and, after notice from the indemnifying
party to such indemnified party of its election so to assume and undertake the
defense thereof, the indemnifying party shall not be liable to such indemnified
party under this Section 5.5(c) for any legal expenses subsequently incurred by
such indemnified party in connection with the defense thereof; if the
indemnified party retains its own counsel, then the indemnified party shall pay
all fees, costs and expenses of such counsel, provided, however, that, if the
defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be reasonable defenses available to it which are different from
or additional to those available to the indemnifying party or if the interests
of the indemnified party reasonably may be deemed to conflict with the interests
of the indemnifying party, the indemnified parties shall have the right to
select one separate counsel and to assume such legal defenses and otherwise to
participate in the defense of such action, with the reasonable expenses and fees
of such separate counsel and other expenses related to such participation to be
reimbursed by the indemnifying party as incurred.

                  (d) In order to provide for just and equitable contribution in
the event of joint liability under the Securities Act in any case in which
either (i) the Purchaser, or any controlling person of the Purchaser, makes a
claim for indemnification pursuant to this Section 5.5 but it is judicially
determined (by the entry of a final judgment or decree by a court of competent
jurisdiction and the expiration of time to appeal or the denial of the last
right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that this Section 5.5 provides for indemnification in
such case, contribution under the Securities Act may be required on the part of
the Purchaser or controlling person of the Purchaser in circumstances for which
indemnification is provided under this Section 5.5; then, and in each such case,
the Company and the Purchaser will contribute to the aggregate losses, claims,
damages or liabilities to which they may be subject (after contribution from
others) in such proportion so that the Purchaser is responsible only for the
portion represented by the percentage that the public offering price of its
securities offered by the registration statement bears to the public offering
price of all securities offered by such registration statement, provided,
however, that, in any such case, (A) the Purchaser will not be required to
contribute any amount in excess of the public offering price of all such
securities offered by it pursuant to such registration statement; and (B) no
person or entity guilty of fraudulent misrepresentation (within the meaning of
Section 10(f) of the Act) will be entitled to contribution from any person or
entity who was not guilty of such fraudulent misrepresentation.


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<PAGE>

Section 6.                 Brokers and Finders.

         The Company shall not be obligated to pay any commission, brokerage fee
or finder's fee based on any alleged agreement or understanding between
Purchaser and a third person in respect of the transactions contemplated hereby.
Purchaser hereby agrees to indemnify the Company against any claim by any third
person for any commission, brokerage or finder's fee or other payment with
respect to this Agreement or the transactions contemplated hereby based on any
alleged agreement or understanding between Purchaser and such third person,
whether express or implied from the actions of Purchaser.

Section 7.                 Indemnification.

         Purchaser hereby agrees to indemnify and defend (with counsel
acceptable to the Company) the Company and its officers, directors, employees
and agents and hold them harmless from and against any and all liability, loss,
damage, cost or expense, including costs and reasonable attorneys' fees,
incurred on account of or arising from:

         (i) Any breach of or inaccuracy in Purchaser's representations,
warranties or agreements herein or in the Subscription Application; and

                  (ii) Any action, suit or proceeding based on a claim that any
of Purchaser's representations and warranties in the Subscription Application
were inaccurate or misleading, or otherwise cause for obtaining damages or
redress from the Company or any officer, director, employee or agent of the
Company under the Securities Act.

Section 8.                 Successors and Assigns.

         This Agreement shall bind and inure to the benefit of the Company,
Purchaser and their respective successors and assigns.

Section 9.                 Entire Agreement.

         This Agreement and the other writings and agreements referred to in
this Agreement or delivered pursuant to this Agreement contain the entire
understanding of the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings among the parties with
respect thereto.


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<PAGE>

Section 10.                Notices.

         All notices, demands and requests of any kind to be delivered to any
party in connection with this Agreement shall be in writing and shall be deemed
to have been duly given if personally delivered or if sent by
internationally-recognized overnight courier or by registered or certified mail,
return receipt requested and postage prepaid, addressed as follows:

                  if to the Company, to:

                                    Universal Guardian Holdings, Inc.
                                    3001 Redhill Avenue, Building 4,
                                    Suites 219-226
                                    Costa Mesa, CA 92626
                                    Attention:  Michael J. Skellern

                                    with a copy to:

                                    Richardson & Patel LLP
                                    10900 Wilshire Blvd., Suite 500
                                    Los Angeles, CA 90024
                                    Telecopier: (310) 208-1154
                                    Attention: Kevin Friedmann, Esq.

                  if to Purchaser, to:

                                    the address of Purchaser set forth on the
                                    signature page hereto;

or to such other address as the party to whom notice is to be given may have
furnished to the other parties to this Agreement in writing in accordance with
the provisions of this Section 10. Any such notice or communication shall be
deemed to have been received (i) in the case of personal delivery, on the date
of such delivery, (ii) in the case of internationally-recognized overnight
courier, on the next business day after the date when sent and (iii) in the case
of mailing, on the third business day following that on which the piece of mail
containing such communication is posted.

Section 11.                Amendments.

         This Agreement may not be modified or amended, or any of the provisions
of this Agreement waived, except by written agreement of the Company and
Purchaser.

Section 12.                Governing  Law; Waiver of Jury Trial.

                  All questions concerning the construction, interpretation and
validity of this Agreement shall be governed by and construed and enforced in
accordance with the domestic laws of Delaware without giving effect to any
choice or conflict of law provision or rule (whether in the State of Delaware or
any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Delaware. In furtherance of the foregoing,
the internal law of the State of Delaware will control the interpretation and
construction of this Agreement, even if under such jurisdiction's choice of law
or conflict of law analysis, the substantive law of some other jurisdiction
would ordinarily or necessarily apply.


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<PAGE>

                  BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL
TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND
EXPERT PERSON AND THE PARTIES WISH APPLICABLE LAWS TO APPLY (RATHER THAN
ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A
JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION
OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO
WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO
ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT OR ANY DOCUMENTS
RELATED HERETO.

Section 13.                 Submission to Jurisdiction.

         Any legal action or proceeding with respect to this Agreement or the
other Financing Documents may be brought in the courts of the State of
California and the United States of America located in the City of Los Angeles,
California, U.S.A. and, by execution and delivery of this Agreement, the Company
hereby accepts for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts. Purchaser hereby
irrevocably waives, in connection with any such action or proceeding, any
objection, including, without limitation, any objection to the venue or based on
the grounds of forum non conveniens, which it may now or hereafter have to the
bringing of any such action or proceeding in such respective jurisdictions.
Purchaser hereby irrevocably consents to the service of process of any of the
aforementioned courts in any such action or proceeding by the mailing of copies
thereof by registered or certified mail, postage prepaid, to it at its address
as set forth herein.

Section 14.                Severability.

         It is the desire and intent of the parties that the provisions of this
Agreement be enforced to the fullest extent permissible under the law and public
policies applied in each jurisdiction in which enforcement is sought.
Accordingly, in the event that any provision of this Agreement would be held in
any jurisdiction to be invalid, prohibited or unenforceable for any reason, such
provision, as to such jurisdiction, shall be ineffective, without invalidating
the remaining provisions of this Agreement or affecting the validity or
enforceability of such provision in any jurisdiction. Notwithstanding the
foregoing, if such provision could be more narrowly drawn so as not to be
invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such
jurisdiction, be so narrowly drawn, without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction.

Section 15.                Independence of Agreements, Covenants,
                           Representations and Warranties.

         All agreements and covenants hereunder shall be given independent
effect so that if a certain action or condition constitutes a default under a
certain agreement or covenant, the fact that such action or condition is
permitted by another agreement or covenant shall not affect the occurrence of
such default, unless expressly permitted under an exception to such covenant. In
addition, all representations and warranties hereunder shall be given
independent effect so that if a particular representation or warranty proves to
be incorrect or is breached, the fact that another representation or warranty
concerning the same or similar subject matter is correct or is not breached will
not affect the incorrectness of or a breach of a representation and warranty
hereunder. The exhibits and any schedules attached hereto are hereby made part
of this Agreement in all respects.


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<PAGE>

Section 16.                Counterparts.

         This Agreement may be executed in any number of counterparts, and each
such counterpart of this Agreement shall be deemed to be an original instrument,
but all such counterparts together shall constitute but one agreement. Facsimile
counterpart signatures to this Agreement shall be acceptable and binding.

Section 17.                Headings.

         The section and paragraph headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

Section 18.                Expenses.

                  Purchaser shall pay Purchaser's own fees and expenses incurred
in connection with the preparation, negotiation, execution and delivery of the
Financing Documents.

Section 19.                Preparation of Agreement.

         The Company prepared this Agreement the Subscription Application and
the Warrant solely on its behalf. Each party to this Agreement acknowledges
that: (i) the party had the advice of, or sufficient opportunity to obtain the
advice of, legal counsel separate and independent of legal counsel for any other
party hereto; (ii) the terms of the transactions contemplated by this Agreement
are fair and reasonable to such party; and (iii) such party has voluntarily
entered into the transactions contemplated by this Agreement without duress or
coercion. Each party further acknowledges that such party was not represented by
the legal counsel of any other party hereto in connection with the transactions
contemplated by this Agreement, nor was he or it under any belief or
understanding that such legal counsel was representing his or its interests.
Each party agrees that no conflict, omission or ambiguity in this Agreement, or
the interpretation thereof, shall be presumed, implied or otherwise construed
against any other party to this Agreement on the basis that such party was
responsible for drafting this Agreement.

                                    * * * * *


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<PAGE>


                  IN WITNESS WHEREOF, each of the undersigned has duly executed
this Common Stock Purchase Agreement as of the date first written above.


                                    COMPANY:

                                    UNIVERSAL GUARDIAN HOLDINGS, INC.



                                    By:
                                        Name:  Michael J. Skellern
                                        Title:  President



PURCHASER:


--------------------------------    ---------------------------------
Name of Purchaser (Individual or    Name of Individual representing
  Institution)                      Purchaser (if an Institution)


--------------------------------    ---------------------------------
Title of Individual representing    Signature of Individual Purchaser or
  Purchaser (if an Institution)     Individual representing Purchaser


                                    Address:

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

                                    Telephone:

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

                                    Telecopier:

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


Number of Shares                    Aggregate Purchase Price


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