748221_2
                                                            Exhibit 10.38



                            CONVERTIBLE NOTE PURCHASE

                                    AGREEMENT



                          DATED AS OF NOVEMBER 19, 2001




                                      AMONG




                             THE AMANDA COMPANY, INC




                                       AND




                        THE PURCHASER LISTED ON EXHIBIT A

<PAGE>
                           TABLE OF CONTENTS (CONT'D)

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748221_2
                                TABLE OF CONTENTS

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ARTICLE  I            PURCHASE  AND  SALE  OF  NOTE                    3
     Section  1.1     Purchase  and  Sale  of  Note                    3
     Section  1.2     The  Conversion  Shares                          3
     Section  1.3     Purchase  Price  and  Closing                    3
     Section  1.4     Warrant                                          4

ARTICLE  II           REPRESENTATIONS  AND  WARRANTIES                 4
     Section  2.1     Representations and Warranties of the Company    4
     Section  2.2     Representations and Warranties of the Purchaser 14

ARTICLE  III          COVENANTS                                       16
     Section  3.1     Securities  Compliance.                         16
     Section  3.2     Registration  and  Listing                      16
     Section  3.3     Inspection  Rights                              16
     Section  3.4     Compliance  with  Laws                          16
     Section  3.5     Keeping  of  Records  and  Books  of  Account   17
     Section  3.6     Reporting  Requirements                         17
     Section  3.7     Amendments                                      17
     Section  3.8     Other  Agreements                               17
     Section  3.9     Distributions.                                  17
     Section  3.10    Intentionally  Omitted.                         17
     Section  3.11    Regulation  S.                                  18
     Section  3.12    Future  Financings                              18
     Section  3.13    Reservation  of  Shares                         18
     Section  3.14    Transfer  Agent  Instructions                   18

ARTICLE  IV           CONDITIONS                                      19
     Section  4.1     Conditions Precedent to the Obligation of the
                      Company  to  Sell  the  Note                    19

ARTICLE  V            REGISTRATION  RIGHTS                            21

ARTICLE  VI           CERTIFICATE  LEGEND                             21
     Section  6.1     Legend                                          21

ARTICLE  VII          TERMINATION                                     22
     Section  7.1     Termination  by  Mutual  Consent                22
     Section  7.2     Other  Termination                              22
     Section  7.3     Effect  of  Termination                         22

ARTICLE  VIII         INDEMNIFICATION                                 23
     Section  8.1     General  Indemnity                              23
     Section  8.2     Indemnification  Procedure                      23
ARTICLE  IX           MISCELLANEOUS                                   24
     Section  9.1     Fees  and  Expenses                             24
     Section  9.2     Specific Enforcement, Consent to Jurisdiction.  24
     Section  9.3     Entire  Agreement;  Amendment                   25
Section  9.4          Notices                                         25
     Section  9.5     Waivers                                         26
     Section  9.6     Headings                                        26
     Section  9.7     Successors  and  Assigns                        26
     Section  9.8     No  Third  Party  Beneficiaries                 26
     Section  9.9     Governing  Law                                  26
     Section  9.10    Survival                                        26
     Section  9.11    Counterparts                                    27
     Section  9.12    Publicity                                       27
     Section  9.13    Severability                                    27
     Section  9.14    Further  Assurances                             27



<PAGE>
                       CONVERTIBLE NOTE PURCHASE AGREEMENT

     This  CONVERTIBLE  NOTE PURCHASE AGREEMENT (the "Agreement") is dated as of
November  19,  2001 by and between THE AMANDA COMPANY, INC.  (the "Company"),  a
Utah  company,  and  the  Purchaser of the Convertible Note of the Company whose
name  is  set  forth  on  Exhibit  A  hereto  (the  "Purchaser").

     The  parties  hereto  agree  as  follows:



Purchase  and  Sale  of  Note

     -     Purchase  and Sale of Note.  Upon the following terms and conditions,
           --------------------------
the  Company  shall  issue  and  sell  to  the Purchaser and the Purchaser shall
purchase from the Company, (i) two convertible promissory notes in the aggregate
principal  amount  of  $50,000 bearing interest at the rate of 8% per annum, due
November  19,  2004,  convertible into shares of the Company's Common Stock, par
value  $.01  per  share (the "Common Stock"), in substantially the form attached
hereto as Exhibit B (the "Note"), and (ii) no Warrants to purchase shares of the
Company's  Common  Stock, in substantially the form attached hereto as Exhibit C
(the  "Warrant").  The  purchase  price  for  the  Note and the Warrant shall be
$50,000 (the "Purchase Price").  The Company and the Purchaser are executing and
delivering  this Agreement in accordance with and in reliance upon the exemption
from  securities  registration afforded by Rule 506 of Regulation D ("Regulation
D")  as promulgated by the United States Securities and Exchange Commission (the
"Commission")  under  the  Securities  Act  of 1933, as amended (the "Securities
Act"),  Regulation S ("Regulation S") as promulgated by the Commission under the
Securities  Act,  or  Section  4(2)  of  the  Securities  Act.

     -     The  Conversion Shares.  Immediately upon the filing of a Certificate
           ----------------------
of  Amendment  to  the  Company's  Certificate  of  Incorporation  with the Utah
Secretary  of  State  increasing its authorized capital stock, the Company shall
authorize,  reserve  and  maintain,  free of preemptive rights and other similar
contractual rights of stockholders, no less than 150% of the aggregate number of
shares  of Common Stock needed to effect the conversion of the Note at the Fixed
Conversion  Price  (as  defined  in  the  Note)  and  any  interest  accrued and
outstanding  thereon  and  exercise  of the Warrant.  Any shares of Common Stock
issuable  upon  conversion  of the Note and any interest accrued and outstanding
thereon  and  exercise  of  the Warrant (and such shares when issued) are herein
referred  to  as the "Conversion Shares" and the "Warrant Shares," respectively.
The  Note,  the  Conversion  Shares  and  the  Warrant  Shares  are  sometimes
collectively  referred  to  herein  as  the  "Shares."

     -     Purchase  Price and Closing.  The Company agrees to issue and sell to
           ---------------------------
the  Purchaser  and,  in  consideration  of  and  in  express  reliance upon the
representations,  warranties, covenants, terms and conditions of this Agreement,
the Purchaser agrees to purchase the Note set forth opposite its name on Exhibit
A  for  a purchase price equal to $50,000.  The closing of the purchase and sale
of the Note and Warrant (the "Closing") to be acquired by the Purchaser from the
Company  under  this  Agreement  shall  take place at the offices of Naccarato &
Associates at 10:00 a.m. P.S.T. on the date on which the last to be fulfilled or
waived  of  the  conditions set forth in Article IV hereof and applicable to the
Closing  shall  be fulfilled or waived in accordance herewith or such other time
and  place  or on such date as the Purchaser and the Company may agree upon (the
"Closing  Date").  On  the  Closing  Date,  the  Company  shall  deliver  to the
Purchaser  the  Note and the Purchaser shall deliver to the Company the Purchase
Price.  In  addition,  each  party  shall deliver all documents, instruments and
writings required to be delivered by such party pursuant to this Agreement at or
prior  to  the  Closing.  This Agreement shall become effective upon the date of
execution  of  this Agreement by each of the parties hereto, which date shall be
no  later  than November 19, 2001, unless otherwise agreed upon by the Purchaser
and  the  Company.

          Warrant.  The  Company  agrees  to issue to the Purchaser a Warrant to
          -------
purchase -0- shares of Common Stock on the Closing Date.  The Warrant shall have
an  exercise  price  equal  to the Warrant Price (as defined in the Warrant) and
shall  expire  on  the  fifth  anniversary of the issuance date of such Warrant.



Representations  and  Warranties

     -     Representations  and  Warranties  of the Company.  The Company hereby
           ------------------------------------------------
makes  the  following  representations  and  warranties  to  the  Purchaser:

     (bb)     -Organization,  Good  Standing  and  Power.  The  Company  is  a
               -----------------------------------------
corporation  duly  incorporated, validly existing and in good standing under the
laws  of  the  State of Utah and has the requisite corporate power to own, lease
and  operate  its properties and assets and to conduct its business as it is now
being conducted.  The Company does not have any subsidiaries except as set forth
on  Schedule  2.1(g)  hereto.  The  Company  and  each  such  subsidiary 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 or property
owned  by  it  makes such qualification necessary except for any jurisdiction(s)
(alone  or  in  the  aggregate) in which the failure to be so qualified will not
have  a  Material Adverse Effect.  For the purposes of this Agreement, "Material
Adverse  Effect"  means  any  adverse  effect  on  the  business,  operations,
properties, prospects, or financial condition of the Company or its subsidiaries
and which is material to such entity or other entities controlling or controlled
by  such  entity.

     (cc)     -Authorization;  Enforcement.  The  Company  has  the  requisite
               ---------------------------
corporate  power  and  authority  to  enter into and perform this Agreement, the
Registration  Rights  Agreement  attached hereto as Exhibit D (the "Registration
Rights  Agreement"), the Transfer Agent Instructions (as defined in Section 3.14
hereof) and the Warrant (collectively, the "Transaction Documents") and to issue
and  sell  the  Shares  in  accordance with the terms hereof and the Warrant, as
applicable.  The  execution,  delivery  and  performance  of  the  Transaction
Documents  by  the  Company  and  the  consummation  by  it  of the transactions
contemplated  hereby  and  thereby  have been duly and validly authorized by all
necessary  corporate  action,  and  no  further  consent or authorization of the
Company  or  its Board of Directors or stockholders is required.  This Agreement
has  been  duly  executed and delivered by the Company.  The Registration Rights
Agreement  will have been duly executed and delivered by the Company at Closing.
Each of the Transaction Documents constitutes, or shall constitute when executed
and delivered, a valid and binding obligation of the Company enforceable against
the  Company  in accordance with its terms, except as such enforceability may be
limited  by  applicable  bankruptcy,  insolvency,  reorganization,  moratorium,
liquidation,  conservatorship,  receivership  or  similar  laws  relating to, or
affecting  generally  the  enforcement  of, creditor's rights and remedies or by
other  equitable  principles  of  general  application.

     (dd)     -Capitalization.  The  authorized capital stock of the Company and
               --------------
the shares thereof currently issued and outstanding as of September 20, 2001 are
set  forth  on  Schedule  2.1(c)  hereto.  All  of the outstanding shares of the
                ----------------
Company's  Common  Stock  have  been duly and validly authorized.  Except as set
forth  in  this Agreement and the Registration Rights Agreement and as set forth
on  Schedule 2.1(c) hereto, no shares of Common Stock are entitled to preemptive
    ---------------
rights  or  registration  rights and there are no outstanding options, warrants,
scrip,  rights  to subscribe to, call or commitments of any character whatsoever
relating  to,  or  securities  or rights convertible into, any shares of capital
stock  of  the  Company.  Furthermore, except as set forth in this Agreement and
the Registration Rights Agreement and as set forth on Schedule 2.1(c), there are
                                                      ---------------
no  contracts, commitments, understandings, or arrangements by which the Company
is  or  may  become bound to issue additional shares of the capital stock of the
Company  or  options,  securities  or  rights convertible into shares of capital
stock  of  the Company.  Except for customary transfer restrictions contained in
agreements entered into by the Company in order to sell restricted securities or
as  provided  on  Schedule  2.1  (c)  hereto,  the Company is not a party to any
                  ------------------
agreement  granting  registration  or  anti-dilution  rights  to any person with
respect to any of its equity or debt securities.  The Company is not a party to,
and  it has no knowledge of, any agreement restricting the voting or transfer of
any shares of the capital stock of the Company.  Except as set forth on Schedule
                                                                        --------
2.1(c)  hereto, the offer and sale of all capital stock, convertible securities,
------
rights, warrants, or options of the Company issued prior to the Closing complied
with  all applicable Federal and state securities laws, and no stockholder has a
right  of rescission or damages with respect thereto which would have a Material
Adverse  Effect (as defined in Section 2.1(e) herein) on the Company's financial
condition  or operating results.  The Company has furnished or made available to
the  Purchaser  true  and  correct  copies  of  the  Company's  Certificate  of
Incorporation  as  in  effect  on  the  date hereof (the "Certificate"), and the
Company's  Bylaws  as  in  effect  on  the  date  hereof  (the  "Bylaws").

     (ee)     -Issuance  of Note.  The Note to be issued at the Closing has been
               -----------------
duly  authorized  by all necessary corporate action and, when paid for or issued
in  accordance  with  the  terms  hereof,  the  Note shall be validly issued and
outstanding,  fully  paid  and  nonassessable  and  free and clear of all liens,
encumbrances  and rights of refusal of any kind.  When the Conversion Shares and
the  Warrant  Shares are issued in accordance with the terms of the Note and the
Warrant,  respectively,  such  shares  will  be duly authorized by all necessary
corporate  action  and  validly  issued  and  outstanding,  fully  paid  and
nonassessable,  and  the  holders  shall be entitled to all rights accorded to a
holder  of  Common  Stock.

     (ff)     -No  Conflicts.  The  execution,  delivery  and performance of the
               -------------
Transaction  Documents by the Company and the consummation by the Company of the
transactions contemplated herein and therein do not (i) violate any provision of
the Company's Certificate or Bylaws, (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, mortgage, deed of trust, indenture, note, bond,
license,  lease  agreement,  instrument  or obligation to which the Company is a
party,  (iii)  create or impose a lien, charge or encumbrance on any property of
the  Company  under  any  agreement  or any commitment to which the Company is a
party  or  by  which  the  Company  is  bound  or by which any of its respective
properties  or  assets  are bound, or (iv) result in a violation of any federal,
state,  local  or  foreign  statute, rule, regulation, order, judgment or decree
(including  Federal and state securities laws and regulations) applicable to the
Company  or  any  of  its  subsidiaries or by which any property or asset of the
Company  or  any of its subsidiaries are bound or affected, except, in all cases
other  than  violations  pursuant  to  clause  (i)  above,  for  such conflicts,
defaults,  terminations,  amendments, acceleration, cancellations and violations
as  would not, individually or in the aggregate, have a Material Adverse Effect.
The  business  of  the  Company  and  its subsidiaries is not being conducted in
violation  of  any  laws,  ordinances or regulations of any governmental entity,
except  for  possible violations which singularly or in the aggregate do not and
will  not  have  a  Material  Adverse Effect.  The Company is not required under
Federal,  state  or  local  law,  rule  or  regulation  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  the  Transaction  Documents  or issue and sell the Note, the
Conversion  Shares and the Warrant Shares in accordance with the terms hereof or
thereof  (other than any filings which may be required to be made by the Company
with the Commission or state securities administrators subsequent to the Closing
or  any  registration  statement  which  may be filed pursuant hereto); provided
that,  for  purposes of the representation made in this sentence, the Company is
assuming  and  relying  upon  the  accuracy  of the relevant representations and
agreements  of  the  Purchaser  herein.

     (gg)     -Commission  Documents, Financial Statements.  The Common Stock of
               -------------------------------------------
the  Company  is registered pursuant to Section 12(b) or 12(g) of the Securities
Exchange  Act  of  1934,  as  amended  (the "Exchange Act"), and the Company has
timely  filed  all  reports,  schedules,  forms,  statements and other documents
required  to  be  filed  by  it  with  the  Commission pursuant to the reporting
requirements  of  the Exchange Act, including material filed pursuant to Section
13(a)  or  15(d)  of  the  Exchange  Act (all of the foregoing including filings
incorporated  by  reference  therein being referred to herein as the "Commission
Documents").  The  Company has delivered or made available to the Purchaser true
and  complete copies of the Commission Documents filed with the Commission since
June  30,  2001.  The  Company  has  not  provided to the Purchaser any material
non-public  information or other information which, according to applicable law,
rule or regulation, should have been disclosed publicly by the Company but which
has  not  been  so  disclosed,  other  than  with  respect  to  the transactions
contemplated  by  this  Agreement.  As  of  their  respective dates, the audited
financial statements as presented in the Commission Documents for the year ended
September  30, 2000 (the "Financial Statement") and the Form 10-Q for the fiscal
quarter  ended June 30, 2001 (the "Form 10-Q") complied in all material respects
with  the  requirements of the Exchange Act and the rules and regulations of the
Commission promulgated thereunder and other federal, state and local laws, rules
and regulations applicable to such documents, and, as of their respective dates,
neither  the  Financial  Statement nor the Form 10-Q referred to above contained
any  untrue  statement  of  a  material fact or omitted to state a material fact
required  to  be  stated  therein  or  necessary in order to make the statements
therein,  in  light  of  the  circumstances  under  which  they  were  made, not
misleading.  The  financial statements of the Company included in the Commission
Documents  comply as to form in all material respects with applicable accounting
requirements  and the published rules and regulations of the Commission or other
applicable  rules  and  regulations  with  respect  thereto.  Such  financial
statements  have  been prepared in accordance with generally accepted accounting
principles  ("GAAP")  applied  on a consistent basis 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  not include footnotes or may be condensed or summary statements), and
fairly  present  in  all material respects the financial position of the Company
and  its  subsidiaries as of the dates thereof and the results of operations and
cash  flows  for  the  periods  then  ended  (subject,  in the case of unaudited
statements,  to  normal  year-end  audit  adjustments).

     (hh)     -Subsidiaries.  Schedule  2.1(g) hereto sets forth each subsidiary
               ------------   ----------------
of  the  Company,  showing the jurisdiction of its incorporation or organization
and  showing  the percentage of each person's ownership of the outstanding stock
or  other  interests  of  such  subsidiary.  For the purposes of this Agreement,
"subsidiary"  shall  mean  any  corporation  or other entity of which at least a
majority  of  the  securities or other ownership interest having ordinary voting
power  (absolutely  or  contingently)  for  the  election  of directors or other
persons  performing  similar  functions  are  at  the  time  owned  directly  or
indirectly  by  the  Company  and/or  any of its other subsidiaries.  All of the
outstanding shares of capital stock of each subsidiary have been duly authorized
and  validly  issued,  and  are  fully  paid  and  nonassessable.  There  are no
outstanding  preemptive,  conversion  or  other  rights,  options,  warrants  or
agreements  granted or issued by or binding upon any subsidiary for the purchase
or  acquisition  of  any  shares of capital stock of any subsidiary or any other
securities  convertible  into,  exchangeable  for  or  evidencing  the rights to
subscribe  for  any  shares  of such capital stock.  Neither the Company nor any
subsidiary  is subject to any obligation (contingent or otherwise) to repurchase
or otherwise acquire or retire any shares of the capital stock of any subsidiary
or any convertible securities, rights, warrants or options of the type described
in  the preceding sentence.  Neither the Company nor any subsidiary is party to,
nor  has  any  knowledge of, any agreement restricting the voting or transfer of
any  shares  of  the  capital  stock  of  any  subsidiary.

     (ii)     -No  Material  Adverse  Change.  Since  June  30,  2001,  the date
               -----------------------------
through  which  the most recent quarterly report of the Company on Form 10-Q has
been  prepared and filed with the Commission, a copy of which is included in the
Commission  Documents,  the Company has not experienced or suffered any Material
Adverse  Effect.

     (jj)     -No  Undisclosed  Liabilities.  Neither the Company nor any of its
               ----------------------------
subsidiaries  has  any  liabilities,  obligations,  claims  or  losses  (whether
liquidated  or unliquidated, secured or unsecured, absolute, accrued, contingent
or  otherwise) other than those incurred in the ordinary course of the Company's
or  its  subsidiaries  respective  businesses  since  June  30,  2001 and which,
individually  or  in  the aggregate, do not or would not have a Material Adverse
Effect  on  the  Company  or  its  subsidiaries.

     (kk)     -No Undisclosed Events or Circumstances.  No event or circumstance
               --------------------------------------
has  occurred or exists with respect to the Company or its subsidiaries or their
respective businesses, properties, prospects, operations or financial condition,
which,  under  applicable law, rule or regulation, requires public disclosure or
announcement  by  the  Company  but  which has not been so publicly announced or
disclosed.

     (ll)     -Indebtedness.  Schedule  2.1(k)  hereto sets forth as of the date
               ------------   ----------------
hereof  all outstanding secured and unsecured Indebtedness of the Company or any
subsidiary, or for which the Company or any subsidiary has commitments.  For the
purposes  of  this  Agreement, "Indebtedness" shall mean (a) any liabilities for
borrowed  money  or amounts owed in excess of $75,000 (other than trade accounts
payable  incurred  in  the  ordinary  course  of  business), (b) all guaranties,
endorsements  and  other  contingent  obligations  in respect of Indebtedness of
others,  whether  or  not  the  same are or should be reflected in the Company's
balance  sheet  (or  the  notes  thereto),  except  guaranties by endorsement of
negotiable  instruments for deposit or collection or similar transactions in the
ordinary  course of business; and (c) the present value of any lease payments in
excess of $75,000 due under leases required to be capitalized in accordance with
GAAP.  Except  as  set  forth on Schedule 2.1(k) hereto, neither the Company nor
                                 ---------------
any  subsidiary  is  in  default  with  respect  to  any  Indebtedness.

     (mm)     -Title  to Assets.  Except as set forth on Schedule 2.1(k) hereto,
               ----------------                          ---------------
each of the Company and the subsidiaries has good and marketable title to all of
its  real and personal property, free of any mortgages, pledges, charges, liens,
security  interests  or  other  encumbrances,  except  for  those  such  that,
individually  or in the aggregate, do not cause a Material Adverse Effect on the
Company's  financial  condition  or  operating  results.  All said leases of the
Company  and each of its subsidiaries are valid and subsisting and in full force
and  effect.

     (nn)     -Actions  Pending.  There is no action, suit, claim, investigation
               ----------------
or  proceeding  pending  or, to the knowledge of the Company, threatened against
the  Company or any subsidiary which questions the validity of this Agreement or
the transactions contemplated hereby or any action taken or to be taken pursuant
hereto or thereto.  Except as set forth in the Commission Documents, there is no
action, suit, claim, investigation or proceeding pending or, to the knowledge of
the Company, threatened, against or involving the Company, any subsidiary or any
of  their  respective  properties  or  assets.  Except  as set forth on Schedule
                                                                        --------
2.1(m)  hereto,  there are no outstanding orders, judgments, injunctions, awards
     -
or  decrees  of any court, arbitrator or governmental or regulatory body against
the  Company  or  any  subsidiary or any officers or directors of the Company or
subsidiary  in  their  capacities  as  such  that  would, individually or in the
aggregate,  have  a  Material  Adverse  Effect.

     (oo)     -Compliance  with  Law.  The  business  of  the  Company  and  the
               ---------------------
subsidiaries  has  been  and is presently being conducted in accordance with all
applicable  federal,  state  and local governmental laws, rules, regulations and
ordinances,  except  such that, individually or in the aggregate, do not cause a
Material  Adverse  Effect.  The  Company  and  each of its subsidiaries have all
franchises,  permits,  licenses,  consents  and other governmental or regulatory
authorizations  and  approvals  necessary for the conduct of its business as now
being  conducted  by  it unless the failure to possess such franchises, permits,
licenses,  consents  and  other  governmental  or  regulatory authorizations and
approvals, individually or in the aggregate, could not reasonably be expected to
have  a  Material  Adverse  Effect.

     (pp)     -Taxes.  The  Company  and each of the subsidiaries has accurately
               -----
prepared  and  filed all federal, state and other tax returns required by law to
be  filed  by it, has paid or made provisions for the payment of all taxes shown
to  be due and all additional assessments, and adequate provisions have been and
are  reflected  in  the financial statements of the Company and the subsidiaries
for  all  current taxes and other charges to which the Company or any subsidiary
is  subject  and  which  are not currently due and payable.  None of the federal
income  tax  returns  of  the Company or any subsidiary have been audited by the
Internal  Revenue  Service.  The  Company  has  no  knowledge  of any additional
assessments,  adjustments or contingent tax liability (whether federal or state)
pending  or threatened against the Company or any subsidiary for any period, nor
of  any  basis  for  any  such  assessment,  adjustment  or  contingency.

     (qq)     -Certain  Fees.  Except as set forth on Schedule 2.1(p) hereto, no
               -------------                          ---------------
brokers,  finders  or  financial advisory fees or commissions will be payable by
the  Company or any subsidiary or any Purchaser with respect to the transactions
contemplated  by  this  Agreement.

     (rr)     -Disclosure.  To the best of the Company's knowledge, neither this
               ----------
Agreement  or  the  Schedules  hereto  nor  any other documents, certificates or
instruments  furnished  to  the  Purchaser by or on behalf of the Company or any
subsidiary  in  connection  with the transactions contemplated by this Agreement
contain any untrue statement of a material fact or omit to state a material fact
necessary  in  order to make the statements made herein or therein, in the light
of  the  circumstances  under  which  they  were  made  herein  or  therein, not
misleading.

     (ss)     -Operation  of Business.  The Company and each of the subsidiaries
               ----------------------
owns  or  possesses  all  patents,  trademarks,  domain  names  (whether  or not
registered)  and  any  patentable improvements or copyrightable derivative works
thereof,  websites  and  intellectual  property rights relating thereto, service
marks,  trade names, copyrights, licenses and authorizations and all rights with
respect to the foregoing, which are necessary for the conduct of its business as
now  conducted  without  any  conflict  with  the  rights  of  others.

     (tt)     -Environmental  Compliance.  The  Company  and  each  of  its
               -------------------------
subsidiaries  have obtained all material approvals, authorization, certificates,
consents,  licenses,  orders  and permits or other similar authorizations of all
governmental  authorities, or from any other person, that are required under any
Environmental Laws.  No material permits, licenses and other authorizations have
been  issued  under  any  Environmental Laws to the Company or its subsidiaries.
"Environmental  Laws"  shall mean all applicable laws relating to the protection
of the environment including, without limitation, all requirements pertaining to
reporting,  licensing,  permitting,  controlling,  investigating  or remediating
emissions,  discharges, releases or threatened releases of hazardous substances,
chemical  substances, pollutants, contaminants or toxic substances, materials or
wastes, whether solid, liquid or gaseous in nature, into the air, surface water,
groundwater  or  land, or relating to the manufacture, processing, distribution,
use,  treatment,  storage,  disposal,  transport  or  handling  of  hazardous
substances,  chemical  substances, pollutants, contaminants or toxic substances,
material or wastes, whether solid, liquid or gaseous in nature.  The Company has
all  necessary  governmental approvals required under all Environmental Laws and
used in its business or in the business of any of its subsidiaries.  The Company
and  each of its subsidiaries are also in compliance with all other limitations,
restrictions,  conditions,  standards,  requirements,  schedules  and timetables
required  or imposed under all Environmental Laws.  Except for such instances as
would not individually or in the aggregate have a Material Adverse Effect, there
are  no past or present events, conditions, circumstances, incidents, actions or
omissions  relating  to  or in any way affecting the Company or its subsidiaries
that  violate or may violate any Environmental Law after the Closing or that may
give  rise  to  any  environmental liability, or otherwise form the basis of any
claim,  action,  demand,  suit,  proceeding, hearing, study or investigation (i)
under  any  Environmental  Law,  or (ii) based on or related to the manufacture,
processing,  distribution, use, treatment, storage (including without limitation
underground  storage  tanks),  disposal, transport or handling, or the emission,
discharge,  release  or  threatened  release  of  any  hazardous  substance.
"Environmental  Liabilities"  means  all  liabilities  of a person (whether such
liabilities  are  owed by such person to governmental authorities, third parties
or  otherwise)  whether  currently in existence or arising hereafter which arise
under  or  relate  to  any  Environmental  Law.

     (uu)     -Books  and Records Internal Accounting Controls.  The records and
               -----------------------------------------------
documents of the Company and its subsidiaries accurately reflect in all material
respects  the  information  relating  to  the  business  of  the Company and the
subsidiaries, the location and collection of their assets, and the nature of all
transactions  giving  rise  to  the  obligations  or  accounts receivable of the
Company  or any subsidiary.  The Company and each of its subsidiaries maintain a
system  of  internal  accounting  controls  sufficient,  in  the judgment of the
Company's  board  of  directors,  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 actions is taken
with  respect  to  any  differences.

     (vv)     -Material  Agreements.  Except  as  set  forth  on Schedule 2.1(u)
               --------------------                              ---------------
hereto, neither the Company nor any subsidiary is a party to any written or oral
contract,  instrument, agreement, commitment, obligation, plan or arrangement, a
copy of which would be required to be filed with the Commission as an exhibit to
a registration statement on Form S-1 or applicable form (collectively, "Material
Agreements")  if the Company or any subsidiary were registering securities under
the  Securities  Act.  The  Company  and  each  of  its  subsidiaries has in all
material respects performed all the obligations required to be performed by them
to  date under the foregoing agreements, have received no notice of default and,
to  the  best  of  the Company's knowledge are not in default under any Material
Agreement  now  in  effect,  the  result of which could cause a Material Adverse
Effect.  No  written  or  oral  contract,  instrument,  agreement,  commitment,
obligation,  plan  or  arrangement of the Company or of any subsidiary limits or
shall limit the payment of dividends on the Company's Note, its preferred stock,
if  any,  or  its  Common  Stock.

     (ww)     -Transactions  with  Affiliates.  Except  as  set  forth  in  the
               ------------------------------
Commission  Documents  and  as set forth on Schedule 2.1(v) hereto, there are no
                                            ---------------
loans,  leases,  agreements, contracts, royalty agreements, management contracts
or  arrangements or other continuing transactions exceeding $100,000 between (a)
the Company, any subsidiary or any of their respective customers or suppliers on
the  one  hand,  and (b) on the other hand, any officer, employee, consultant or
director  of  the  Company, or any of its subsidiaries, or any person owning any
capital  stock  of  the Company or any subsidiary or any member of the immediate
family  of  such  officer,  employee, consultant, director or stockholder or any
corporation  or  other  entity controlled by such officer, employee, consultant,
director  or  stockholder,  or a member of the immediate family of such officer,
employee,  consultant,  director  or  stockholder.

     (xx)     -Securities Act of 1933.  The Company has complied and will comply
               ----------------------
with  all  applicable  Federal  and state securities laws in connection with the
offer,  issuance  and  sale  of the Note and the Warrant hereunder.  Neither the
Company  nor  anyone  acting  on its behalf, directly or indirectly, has or will
sell,  offer  to  sell or solicit offers to buy the Note, the Warrant or similar
securities  to,  or  solicit offers with respect thereto from, or enter into any
preliminary  conversations or negotiations relating thereto with, any person, or
has  taken  or  will take any action so as to bring the issuance and sale of the
Note and the Warrant under the registration provisions of the Securities Act and
applicable  state  securities  laws.  Neither  the  Company  nor  any  of  its
affiliates,  nor  any  person  acting on its or their behalf, has engaged in any
form  of  general  solicitation  or  general  advertising (within the meaning of
Regulation  D  under the Securities Act) in connection with the offer or sale of
the  Note  and  the  Warrant.

     (yy)     -Governmental  Approvals.  Except  for  the  filing  of any notice
               -----------------------
prior  or  subsequent to the Closing that may be required under applicable state
and/or  Federal  securities  laws (which if required, shall be filed on a timely
basis),  including the filing of a registration statement or statements pursuant
to  the  Registration  Rights  Agreement,  no  authorization, consent, approval,
license,  exemption  of,  filing  or registration with any court or governmental
department,  commission,  board,  bureau, agency or instrumentality, domestic or
foreign,  is  or  will be necessary for, or in connection with, the execution or
delivery  of  the Note, or for the performance by the Company of its obligations
under  the  Transaction  Documents.

     (zz)     -Employees.  Neither  the  Company  nor  any  subsidiary  has  any
               ---------
collective  bargaining arrangements or agreements covering any of its employees.
Neither  the  Company  nor any subsidiary has any employment contract, agreement
regarding  proprietary  information, non-competition agreement, non-solicitation
agreement,  confidentiality  agreement,  or  any  other  similar  contract  or
restrictive  covenant,  relating  to  the  right  of  any  officer,  employee or
consultant  to  be employed or engaged by the Company or such subsidiary.  Since
March  31,  2001,  no  officer, consultant or key employee of the Company or any
subsidiary  whose  termination,  either  individually or in the aggregate, could
have  a  Material  Adverse  Effect,  has  terminated or, to the knowledge of the
Company,  has  any  present  intention  of  terminating his or her employment or
engagement  with  the  Company  or  any  subsidiary.

     (aaa)     -Absence  of  Certain  Developments.  Except  as  set  forth  on
                ----------------------------------
Schedule  2.1(z)  hereto,  since  June  30,  2001,  neither  the Company nor any
       ---------
subsidiary  has:

     (i)     issued  any  stock,  bonds  or  other  corporate  securities or any
rights,  options  or  warrants  with  respect  thereto;

     (ii)     borrowed  any  amount  or  incurred  or  become  subject  to  any
liabilities  (absolute or contingent) except current liabilities incurred in the
ordinary  course  of  business  which are comparable in nature and amount to the
current  liabilities  incurred  in  the  ordinary  course of business during the
comparable  portion of its prior fiscal year, as adjusted to reflect the current
nature  and  volume  of  the  Company's  or  such  subsidiary's  business;

     (iii)     discharged  or satisfied any material lien or encumbrance or paid
any  material  obligation  or  liability  (absolute  or  contingent), other than
current  liabilities  paid  in  the  ordinary  course  of  business;

     (iv)     declared  or  made  any  payment  or distribution of cash or other
property to stockholders with respect to its stock, or purchased or redeemed, or
made  any  agreements so to purchase or redeem, any shares of its capital stock;

     (v)     sold,  assigned  or  transferred  any  other  tangible  assets,  or
canceled  any  material  debts  or  claims,  except  in  the  ordinary course of
business;

     (vi)     sold, assigned or transferred any patent rights, trademarks, trade
names,  copyrights,  trade  secrets  or  other intangible assets or intellectual
property  rights,  or  disclosed any proprietary confidential information to any
person  except  to  customers  in  the  ordinary  course  of  business or to the
Purchaser  or  its  representatives;

     (vii)     suffered  any substantial losses or waived any rights of material
value,  whether  or not in the ordinary course of business, or suffered the loss
of  any  material  amount  of  prospective  business;

     (viii)     made any changes in employee compensation except in the ordinary
course  of  business  and  consistent  with  past  practices;

     (ix)     made  capital  expenditures or commitments therefor that aggregate
in  excess  of  $100,000;

     (x)     entered  into  any  other  transaction  other  than in the ordinary
course  of  business, or entered into any other material transaction, whether or
not  in  the  ordinary  course  of  business;

     (xi)     made  charitable  contributions  or  pledges in excess of $25,000;

     (xii)     suffered  any  material  damage,  destruction  or  casualty loss,
whether  or  not  covered  by  insurance;

     (xiii)     experienced  any  material  problems with labor or management in
connection  with  the  terms  and  conditions  of  their  employment;

     (xiv)     effected  any  two  or more events of the foregoing kind which in
the  aggregate  would  be  material  to  the  Company  or  its  subsidiaries; or

     (xv)     entered  into  an  agreement, written or otherwise, to take any of
the  foregoing  actions.

     (bbb)     -Use of Proceeds.  The proceeds from the sale of the Note will be
                ---------------
used  by  the  Company  for  working  capital  and  general  corporate purposes.

     (ab)     Public  Utility  Holding  Company  Act  and Investment Company Act
              ------------------------------------------------------------------
Status.  The Company is not a "holding company" or a "public utility company" as
such  terms  are  defined  in the Public Utility Holding Company Act of 1935, as
amended.  The  Company  is  not, and as a result of and immediately upon Closing
will not be, an "investment company" or a company "controlled" by an "investment
company,"  within the meaning of the Investment Company Act of 1940, as amended.

     (ac)     ERISA.  No  liability  to the Pension Benefit Guaranty Corporation
              -----
has  been  incurred  with  respect  to  any  Plan  by  the Company or any of its
subsidiaries  which  is  or  would  be materially adverse to the Company and its
subsidiaries.  The  execution  and  delivery of this Agreement and the issue and
sale  of  the  Note  will  not  involve  any transaction which is subject to the
prohibitions  of Section 406 of ERISA or in connection with which a tax could be
imposed  pursuant  to  Section  4975  of  the  Internal Revenue Code of 1986, as
amended,  provided  that,  if the Purchaser, or any person or entity that owns a
beneficial  interest  in  the  Purchaser,  is an "employee pension benefit plan"
(within  the meaning of Section 3(2) of ERISA) with respect to which the Company
is  a  "party  in  interest" (within the meaning of Section 3(14) of ERISA), the
requirements  of Sections 407(d)(5) and 408(e) of ERISA, if applicable, are met.
As used in this Section 2.1(ac), the term "Plan" shall mean an "employee pension
benefit  plan"  (as  defined  in  Section  3  of  ERISA)  which  is  or has been
established  or  maintained, or to which contributions are or have been made, by
the  Company  or  any  subsidiary  or  by  any trade or business, whether or not
incorporated,  which,  together  with  the  Company  or any subsidiary, is under
common  control,  as  described  in  Section  414(b)  or  (c)  of  the  Code.

     (ad)     Dilutive  Effect.  The  Company  understands and acknowledges that
              ----------------
the  number  of  Conversion  Shares issuable upon conversion of the Note and the
Warrant  Shares  issuable  upon exercise of the Warrant will increase in certain
circumstances.  The  Company  further  acknowledges that its obligation to issue
Conversion  Shares upon conversion of the Note in accordance with this Agreement
and its obligations to issue the Warrant Shares upon the exercise of the Warrant
in  accordance  with  this Agreement and the Warrant, is, in each case, absolute
and  unconditional regardless of the dilutive effect that such issuance may have
on  the  ownership  interest  of  other  stockholders  of  the  Company.

     (ae)   No "Directed Selling Efforts." In connection with the offer and sale
              --------------------------------
of  the  Note  and  the  Warrant, no distributor or any affiliates or any person
acting  on  behalf  of  the  Company  or  any  affiliate  of  the Company or any
distributor  has  engaged  in  any  "directed  selling efforts" (as such term is
defined  under  Regulation S) nor conducted any general solicitation relating to
the  offer to persons residing within the United States or to "U.S. Persons" (as
that  term  is  defined  under  Regulation  S).

     (af)  Filings Under the Act and the Exchange Act. The Company has filed all
            -------------------------------------------
reports  and  other  documents  required to be filed by it under the Act and the
Exchange  Act,  and  no  such  document, at the time it was filed, contained any
untrue  statement  of  a  material  fact  or  omitted  to  state a material fact
necessary  to  make  the  statements  contained  therein,  in  the  light of the
circumstances  under  which  they  were made, not misleading.  There has been no
material  change in the Company since its last filing with the Commission except
for  changes  in  senior  management.  The  Company  is  a "reporting issuer" as
defined  in  Rule  902 of Regulation S and will remain a reporting issuer for at
least  one  year  from  the  date  hereof.

     -     Representations  and  Warranties  of  the  Purchaser.  The  Purchaser
           ----------------------------------------------------
hereby  makes  the  following  representations  and  warranties  to the Company:

     (a)     Organization  and  Standing  of  the Purchaser.  The Purchaser is a
             ----------------------------------------------
corporation  or partnership duly incorporated or organized, validly existing and
in  good  standing  under  the  laws of the jurisdiction of its incorporation or
organization.

     (b)     Authorization and Power.  The Purchaser has the requisite power and
             -----------------------
authority  to  enter  into  and  perform this Agreement and to purchase the Note
being  sold  to  it  hereunder.  The execution, delivery and performance of this
Agreement  and  the  Registration  Rights  Agreement  by  such Purchaser and the
consummation by it of the transactions contemplated hereby and thereby have been
duly  authorized  by  all  necessary  corporate  or  partnership  action (if the
Purchaser  is  an  entity),  and  no  further  consent  or authorization of such
Purchaser  or its Board of Directors, stockholders, or partners, as the case may
be,  is  required.  Each of this Agreement and the Registration Rights Agreement
has  been  duly  authorized,  executed  and  delivered  by  such  Purchaser.

     (c)     -No  Conflicts.  The  execution,  delivery  and performance of this
              -------------
Agreement  and  the  Registration  Rights Agreement and the consummation by such
Purchaser of the transactions contemplated hereby and thereby or relating hereto
do  not  and  will  not  (i)  result  in a violation of such Purchaser's charter
documents  or bylaws 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 such Purchaser
is  a  party,  or  result in a violation of any law, rule, or regulation, or any
order, judgment or decree of any court or governmental agency applicable to such
Purchaser  or its properties (except for such conflicts, defaults and violations
as  would  not, individually or in the aggregate, have a Material Adverse Effect
on  such  Purchaser).  Such  Purchaser  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  this  Agreement  or  the  Registration  Rights Agreement, or
relating hereto or thereto, or to purchase the Note in accordance with the terms
hereof,  provided that for purposes of the representation made in this sentence,
such  Purchaser  is  assuming  and  relying  upon  the  accuracy of the relevant
representations  and  agreements  of  the  Company  herein.

     (d)     Acquisition  for  Investment.  The Purchaser is purchasing the Note
             ----------------------------
and  acquiring  the  Warrant  solely  for  its  own  account  for the purpose of
investment  and  not with a view to or for sale in connection with distribution.
The Purchaser does not have a present intention to sell the Note or the Warrant,
nor  a  present  arrangement  (whether  or  not legally binding) or intention to
effect  any  distribution of the Note or the Warrant to or through any person or
entity; provided, however, that by making the representations herein and subject
        --------  -------
to  Section  2.2(f) below, such Purchaser does not agree to hold the Note or the
Warrant for any minimum or other specific term and reserves the right to dispose
of  the  Note  or  the Warrant at any time in accordance with Federal securities
laws  applicable  to  such  disposition.  Such Purchaser acknowledges that it is
able  to  bear  the financial risks associated with an investment in the Note or
the  Warrant  and  that  it  has  been  given full access to such records of the
Company  and  the  subsidiaries  and  to  the  officers  of  the Company and the
subsidiaries  as  it  has  deemed  necessary  or  appropriate to conduct its due
diligence  investigation.

     (e)     Accredited Purchaser.  The Purchaser is an "accredited investor" as
             --------------------
defined  in  Regulation D promulgated under the Securities Act and is a resident
of  the  jurisdiction  indicated  on  Exhibit  A  hereto.

     (f)     Rule  144.  The  Purchaser understands that the Shares must be held
             ---------
indefinitely  unless  such  Shares are registered under the Securities Act or an
exemption from registration is available.  Such Purchaser acknowledges that such
person is familiar with Rule 144 of the rules and regulations of the Commission,
as  amended,  promulgated  pursuant to the Securities Act ("Rule 144"), and that
such  person  has  been advised that Rule 144 permits resales only under certain
circumstances.  Such  Purchaser  understands that to the extent that Rule 144 is
not  available,  such  person  will  be unable to sell any Shares without either
registration under the Securities Act or the existence of another exemption from
such  registration  requirement.

     (g)     General.  Such  Purchaser  understands  that  the  Shares are being
             -------
offered  and sold in reliance on a transactional exemption from the registration
requirement of Federal and state securities laws and the Company is relying upon
the  truth  and  accuracy  of  the  representations,  warranties,  agreements,
acknowledgments  and  understandings of such Purchaser set forth herein in order
to  determine  the  applicability of such exemptions and the suitability of such
Purchaser  to  acquire  the  Shares.

     (h)    Foreign  Purchaser. The Purchaser is  not a "U.S. person" as defined
            ------------------
under  Rule  902(o)  of Regulation S under the Securities Act.  The Purchaser is
not  acquiring  the  Note  and  Warrant  for  the account or benefit of any U.S.
person.

     (i) Offshore Transaction. The document effecting this purchase and sale has
          --------------------
been  executed  by the Purchaser outside the "United States" (as defined in Rule
902(p)  of Regulation S).  The Purchaser is acquiring the Note and Warrant in an
"offshore  transaction"  (as  defined in Rule 902(i) of Regulation S).  The Note
and  Warrant  were  not offered to the Purchaser in the United States and at the
time  of  execution of this Agreement and the time of any offer to the Purchaser
to purchase the Note and Warrant hereunder, the Purchaser was physically outside
of  the  United  States.

     (j)   Independent Investigation; Advertisements. The Purchaser, in offering
          -------------------------------------------
to  purchase  the  Note  and  Warrant  hereunder,  has  relied  solely  upon  an
independent  investigation  made  by  such Purchaser and its representatives, if
any, and has, prior to the date hereof, been given access to and the opportunity
to  examine all books and records of the Company, and all material contracts and
documents  of  the  Company.  In  making its investment decision to purchase the
Note  and  Warrant,  the  Purchaser  is  not  relying  on  any  oral  or written
representations  or  assurances  from  the  Company  or  any other person or any
representation  of  the  Company  or any other person other than as set forth in
this  Agreement,  or  on  any  information other than contained in the Company's
public  filings  required  under the Act and the Exchange Act.  The Purchaser is
not  subscribing  for  the  Note and Warrant as a result of or subsequent to any
advertisement,  article,  notice  or  other  communication  published  in  any
newspaper,  magazine  or  similar media or broadcast over television or radio or
presented  at  any  seminar.



Covenants

     The  Company  covenants  with the Purchaser as follows, which covenants are
for  the  benefit  of  the  Purchaser  and  its  permitted assignees (as defined
herein).

          -Securities  Compliance.
           ----------------------

     (a)     The  Company  shall  notify the Commission in accordance with their
rules  and  regulations,  of  the  transactions  contemplated  by  any  of  the
Transaction  Documents,  and  shall take all necessary action and proceedings as
may  be  required  and permitted by applicable law, rule and regulation, for the
legal  and valid issuance of the Note and the Warrant Shares to the Purchaser or
subsequent  holders.

     (b)     The  Company  is  relying  upon  the  truth  and  accuracy  of  the
representations,  warranties,  agreements, acknowledgments and understandings of
the  Purchaser  set  forth  herein  in  order  to determine the applicability of
Federal  and  state  securities  laws  exemptions  and  the  suitability  of the
Purchaser  to  acquire  the  Note.

          -Registration and Listing.  The Company will cause its Common Stock to
           ------------------------
continue  to  be  registered  under Sections 12(b) or 12(g) of the Exchange Act,
will  comply in all respects with its reporting and filing obligations under the
Exchange  Act,  will  comply  with  all requirements related to any registration
statement filed pursuant to this Agreement or the Registration Rights Agreement,
and  will  not take any action or file any document (whether or not permitted by
the  Securities Act or the rules promulgated thereunder) to terminate or suspend
such  registration  or  to  terminate  or  suspend  its  reporting  and  filing
obligations  under  the  Exchange  Act  or  Securities  Act, except as permitted
herein.  The  Company  will take all action necessary to continue the listing or
trading of its Common Stock on the over-the-counter electronic bulletin board or
any  successor  market.

          -Inspection  Rights.  The Company shall permit, during normal business
           ------------------
hours  and  upon reasonable request and reasonable notice, each Purchaser or any
employees, agents or representatives thereof, so long as such Purchaser shall be
obligated  hereunder to purchase the Note or shall beneficially own any Note, or
shall  own  Conversion Shares which, in the aggregate, represent more than 2% of
the  total  combined  voting power of all voting securities then outstanding, to
examine and make reasonable copies of and extracts from the records and books of
account  of,  and  visit  and  inspect  the  properties,  assets, operations and
business of the Company and any subsidiary, and to discuss the affairs, finances
and  accounts  of  the  Company  and  any  subsidiary  with any of its officers,
consultants,  directors,  and  key  employees.

          -Compliance  with  Laws.  The  Company  shall  comply,  and cause each
           ----------------------
subsidiary  to  comply, with all applicable laws, rules, regulations and orders,
noncompliance  with  which  could  have  a  Material  Adverse  Effect.

          -Keeping  of Records and Books of Account.  The Company shall keep and
           ----------------------------------------
cause  each  subsidiary  to keep adequate records and books of account, in which
complete  entries  will  be  made  in accordance with GAAP consistently applied,
reflecting  all  financial transactions of the Company and its subsidiaries, and
in which, for each fiscal year, all proper reserves for depreciation, depletion,
obsolescence,  amortization,  taxes,  bad debts and other purposes in connection
with  its  business  shall  be  made.

          -Reporting  Requirements.  The  Company shall furnish the following to
           -----------------------
each  Purchaser  so  long  as  such  Purchaser  shall  be obligated hereunder to
purchase  the  Note  or shall beneficially own any Note, or shall own Conversion
Shares  which,  in  the  aggregate, represent more than 2% of the total combined
voting  power of all voting securities then outstanding, provided, however, that
                                                         --------  -------
the  Company  shall  not be obligated to furnish the following, if the following
reports  have  been  filed  by  the  Company with the Commission pursuant to the
Commission's  "electronic  data  gathering  and  retrieval"  (EDGAR)  service:

     (a)     Quarterly Reports filed with the Commission on Form 10-Q as soon as
available,  and  in  any event within 45 days after the end of each of the first
three  (3)  fiscal  quarters  of  the  Company;

     (b)     Annual  Reports  filed  with the Commission on Form 10-K as soon as
available,  and in any event within 90 days after the end of each fiscal year of
the  Company;  and

     (c)     Copies of all notices and information, including without limitation
notices  and proxy statements in connection with any meetings, that are provided
to  holders  of  shares  of Common Stock, contemporaneously with the delivery of
such  notices  or  information  to  such  holders  of  Common  Stock.

          -Amendments.  The  Company  shall  not amend or waive any provision of
           ----------
the  Certificate  or  Bylaws of the Company, or Registration Rights Agreement in
any  way  that  would  adversely  affect  the liquidation preferences, dividends
rights,  conversion rights, voting rights or redemption rights of the holders of
the  Note.

     -     Other  Agreements.  The Company shall not enter into any agreement in
           -----------------
which  the terms of such agreement would restrict or impair the right or ability
to  perform  of  the  Company  or any subsidiary under any Transaction Document.

     -     Distributions.  So  long  as any Note remain outstanding, the Company
           -------------
agrees  that  it  shall  not  (i)  declare  or  pay  any  dividends  or make any
distributions  to  any  holder(s)  of Common Stock or (ii) purchase or otherwise
acquire  for  value,  directly  or  indirectly, any Common Stock or other equity
security  of  the  Company.

          -Intentionally  Omitted.
           ----------------------

          Regulation  S.  The  Company  covenants and agrees that if the Company
          -------------
fails  to  register  the  Conversion Shares within 60 days from the Closing Date
under  the  terms  and  conditions of the Registration Rights Agreement attached
hereto  as  Exhibit  D,  then  for so long as such registration statement is not
effective  and  as  any  of  the  Shares  remain  outstanding and continue to be
"restricted securities" within the meaning of Rule 144 under the Securities Act,
the  Company  shall, in order to permit resales of any of the Shares pursuant to
Regulation  S  under  the  Securities  Act,  (a)  continue  to file all material
required to be filed pursuant to Section 13(a) or 15(d) of the Exchange Act, and
(b)  not  knowingly  engage  in  directed selling efforts in connection with the
resale  of  securities  by  any  Purchaser  under  Regulation  S.

          -Future  Financings.  The Company covenants and agrees that during the
           ------------------
period  from  the  Closing  Date through the 180th day immediately following the
effective  date  of  the  Registration Statement (as such term is defined in the
Registration  Rights  Agreement),  the  Company  shall  not, without the written
consent  of  the Purchaser, offer, sell or issue: (i) any shares of Common Stock
or  (ii) any securities convertible or exchangeable into Common Stock other than
a  Permitted  Financing.  For  purposes  of  this  Section  3.12,  a  "Permitted
Financing"  shall  mean  shares  of  Common  Stock  to be issued pursuant to the
Convertible  Note  Purchase  Agreement,  dated  November  19, 2001, by and among
certain  investors  and  the  Company.

     -     Reservation  of Shares.  Immediately upon the filing of a Certificate
           ----------------------
of  Amendment  to  the  Company's  Certificate  of  Incorporation  with the Utah
Secretary of State increasing its authorized capital stock and so long as any of
the  Notes  or  Warrants  remain  outstanding, the Company shall take all action
necessary  to  at  all  times  have  authorized, and reserved for the purpose of
issuance,  no  less  than 150% of the aggregate number of shares of Common Stock
needed  to  provide  for  the  issuance of the Conversion Shares and the Warrant
Shares.

     -     Transfer  Agent  Instructions.  The  Company  shall issue irrevocable
           -----------------------------
instructions  to its transfer agent, and any subsequent transfer agent, to issue
certificates,  registered  in  the  name  of  each  Purchaser  or its respective
nominee(s),  for the Conversion Shares and the Warrant Shares in such amounts as
specified  from time to time by each Purchaser to the Company upon conversion of
the  Note  or  exercise  of the Warrant in the form of Exhibit E attached hereto
(the  "Irrevocable  Transfer Agent Instructions").  Prior to registration of the
Conversion  Shares  and  the  Warrant  Shares under the Securities Act, all such
certificates  shall bear the restrictive legend specified in Section 6.1 of this
Agreement.  The  Company warrants that no instruction other than the Irrevocable
Transfer  Agent  Instructions  referred to in this Section 3.14 will be given by
the  Company to its transfer agent and that the Shares shall otherwise be freely
transferable  on  the  books  and  records  of  the Company as and to the extent
provided  in  this  Agreement and the Registration Rights Agreement.  Nothing in
this  Section  3.14  shall  affect  in  any way each Purchaser's obligations and
agreements  set  forth  in  Section 6.1 to comply with all applicable prospectus
delivery  requirements,  if  any,  upon  resale  of  the Shares.  If a Purchaser
provides the Company with an opinion of counsel, in a generally acceptable form,
to  the  effect  that a public sale, assignment or transfer of the Shares may be
made without registration under the Securities Act or the Purchaser provides the
Company  with reasonable assurances that the Shares can be sold pursuant to Rule
144  without  any  restriction  as  to the number of securities acquired as of a
particular  date that can then be immediately sold, the Company shall permit the
transfer,  and,  in  the  case  of the Conversion Shares and the Warrant Shares,
promptly  instruct  its transfer agent to issue one or more certificates in such
name  and  in  such denominations as specified by such Purchaser and without any
restrictive  legend.  The  Company  acknowledges  that  a  breach  by  it of its
obligations under this Section 3.14 will cause irreparable harm to the Purchaser
by  vitiating  the  intent  and  purpose of the transaction contemplated hereby.
Accordingly, the Company acknowledges that the remedy at law for a breach of its
obligations  under this Section 3.14 will be inadequate and agrees, in the event
of  a  breach  or  threatened  breach  by  the Company of the provisions of this
Section  3.14,  that  the  Purchaser shall be entitled, in addition to all other
available  remedies,  to  an  order and/or injunction restraining any breach and
requiring  immediate  issuance  and  transfer,  without the necessity of showing
economic  loss  and  without  any  bond  or  other  security  being  required.



Conditions

     -     Conditions  Precedent  to  the  Obligation of the Company to Sell the
           ---------------------------------------------------------------------
Note.  The  obligation  hereunder  of the Company to issue and sell the Note and
the  Warrant  to  the  Purchaser is subject to the satisfaction or waiver, at or
before  the  Closing  Date,  of  each  of the conditions set forth below.  These
conditions  are  for the Company's sole benefit and may be waived by the Company
at  any  time  in  its  sole  discretion.

     (a)     Accuracy  of  Each Purchaser's Representations and Warranties.  The
             -------------------------------------------------------------
representations  and  warranties  of each Purchaser shall be true and correct in
all  material  respects  as  of the date when made and as of the Closing Date as
though  made  at  that  time, except for representations and warranties that are
expressly  made  as of a particular date, which shall be true and correct in all
material  respects  as  of  such  date.

     (b)     Performance  by the Purchaser.  The Purchaser shall have performed,
             -----------------------------
satisfied  and  complied in all material respects with all covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied
with  by  the  Purchaser  at  or  prior  to  the  Closing  Date.

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

     Section  4.2     Conditions Precedent to the Obligation of the Purchaser to
                      ----------------------------------------------------------
Purchase the Note.  The obligation hereunder of the Purchaser to acquire and pay
-----------------
for  the  Note  and  the Warrant is subject to the satisfaction or waiver, at or
before  the  Closing  Date,  of  each  of the conditions set forth below.  These
conditions  are  for  the  Purchaser's  sole  benefit  and  may be waived by the
Purchaser  at  any  time  in  its  sole  discretion.

     (a)     Accuracy  of the Company's Representations and Warranties.  Each of
             ---------------------------------------------------------
the  representations  and warranties of the Company shall be true and correct in
all  material  respects  as  of the date when made and as of the Closing Date as
though  made  at that time (except for representations and warranties that speak
as  of  a  particular  date),  which  shall  be true and correct in all material
respects  as  of  such  date.

     (b)     Performance  by  the  Company.  The  Company  shall have performed,
             -----------------------------
satisfied  and  complied  in  all  respects  with  all covenants, agreements and
conditions  required  by  this  Agreement to be performed, satisfied or complied
with  by  the  Company  at  or  prior  to  the  Closing  Date.

     (c)     No  Suspension,  Etc.  From  the  date  hereof to the Closing Date,
             ---------------------
trading  in  the  Company's  Common  Stock  shall not have been suspended by the
Commission  (except  for any suspension of trading of limited duration agreed to
by the Company, which suspension shall be terminated prior to the Closing Date),
and,  at  any time prior to the Closing Date, trading in securities generally as
reported  by  Bloomberg  Financial  Markets  ("Bloomberg")  shall  not have been
suspended  or  limited,  or  minimum  prices  shall not have been established on
securities  whose  trades  are  reported  by Bloomberg, or on the New York Stock
Exchange, nor shall a banking moratorium have been declared either by the United
States or New York State authorities, nor shall there have occurred any material
outbreak  or  escalation  of  hostilities  or  other  national  or international
calamity  or  crisis of such magnitude in its effect on, or any material adverse
change  in  any  financial  market  which, in each case, in the judgment of such
Purchaser,  makes  it  impracticable  or  inadvisable  to  purchase  the  Note.

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

     (e)     No Proceedings or Litigation.  No action, suit or proceeding before
             ----------------------------
any  arbitrator  or any governmental authority shall have been commenced, and no
investigation  by any governmental authority shall have been threatened, against
the  Company  or any subsidiary, or any of the officers, directors or affiliates
of  the  Company  or  any  subsidiary seeking to restrain, prevent or change the
transactions  contemplated  by  this Agreement, or seeking damages in connection
with  such  transactions.

     (f)     Opinion  of Counsel, Etc.  At the Closing, the Purchaser shall have
             -------------------------
received an opinion of counsel to the Company, dated the date of the Closing, in
the  form  of Exhibit F hereto, and such other certificates and documents as the
Purchaser  or  its  counsel  shall  reasonably  require incident to the Closing.

     (g)     Registration  Rights  Agreement.  At the Closing, the Company shall
             -------------------------------
have executed and delivered the Registration Rights Agreement to each Purchaser.

     (h)     Certificates.  The  Company  shall  have  executed and delivered to
             ------------
each  Purchaser, the certificates (in such denominations as such Purchaser shall
request)  for  the Note and the Warrant being purchased by such Purchaser at the
Closing.

     (i)     Resolutions.  Prior  to the Closing Date, the Board of Directors of
             -----------
the  Company shall have adopted resolutions consistent with Section 2.1(b) above
in  a  form  reasonably  acceptable  to  such  Purchaser  (the  "Resolutions").

     (j)     Reservation of Shares. Immediately upon the filing of a Certificate
             ---------------------
of  Amendment  to  the  Company's  Certificate  of  Incorporation  with the Utah
Secretary  of  State  increasing its authorized capital stock, the Company shall
authorize, reserve and maintain out of its authorized and unissued Common Stock,
solely  for the purpose of effecting the conversion of the Note and the exercise
of the Warrant, a number of shares of Common Stock equal to at least 150% of the
aggregate  number  of  Conversion  Shares  issuable  upon conversion of the Note
outstanding  on  the Closing Date and the number of Warrant Shares issuable upon
exercise  of  the  Warrant assuming such Warrant was granted on the Closing Date
(after  giving  effect  to  the Note and the Warrant to be issued on the Closing
Date and assuming such Note and Warrant were fully convertible or exercisable on
such  date  regardless  of  any  limitation  on  the  timing  or  amount of such
conversions  or  exercises).

     (k)     Transfer  Agent  Instructions.  The  Irrevocable  Transfer  Agent
             -----------------------------
Instructions,  in  the  form  of  Exhibit  E  attached  hereto,  shall have been
delivered  to  and  acknowledged  in  writing  by  the Company's transfer agent.

     (l)     Secretary's  Certificate.  The Company shall have delivered to such
             ------------------------
Purchaser a secretary's certificate, dated as of the Closing Date, as to (i) the
Resolutions,  (ii)  the  Certificate, (iii) the Bylaws, each as in effect at the
Closing,  and  (iv)  the authority and incumbency of the officers of the Company
executing  the  Transaction  Documents  and  any  other documents required to be
executed  or  delivered  in  connection  therewith.



Registration  Rights

     At  the  Closing,  the  Company  and  the  Purchaser  shall  enter  into  a
Registration  Rights  Agreement  in  the  form  attached  hereto  as  Exhibit D.



Certificate  Legend

     -     Legend.  Each  certificate representing the Note and the Warrant and,
           ------
if appropriate, securities issued upon conversion and exercise thereof, shall be
stamped or otherwise imprinted with a legend substantially in the following form
(in addition to any legend required by applicable state securities or "blue sky"
laws):

THE  SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN
REGISTERED  UNDER  THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
OR  ANY  STATE  SECURITIES  LAWS  AND  MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED  OF  UNLESS  REGISTERED  UNDER  THE SECURITIES ACT AND UNDER APPLICABLE
STATE SECURITIES LAWS OR PEN INTERCONNECT INC. SHALL HAVE RECEIVED AN OPINION OF
ITS  COUNSEL  THAT  REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND
UNDER  THE  PROVISIONS  OF  APPLICABLE  STATE  SECURITIES  LAWS IS NOT REQUIRED.

     The  Company  agrees  to reissue certificates representing the Note and the
Warrant, without the legend set forth above if at such time, prior to making any
transfer  of any Note, Warrant, Conversion Shares or Warrant Shares, such holder
thereof shall give written notice to the Company describing the manner and terms
of  such  transfer  and  removal  as  the  Company may reasonably request.  Such
proposed  transfer will not be effected until: (a) the Company has notified such
holder  that  either  (i) in the opinion of Company counsel, the registration of
such Note, Warrant, Conversion Shares or Warrant Shares under the Securities Act
is  not  required  in  connection  with  such  proposed  transfer;  or  (ii)  a
registration  statement  under  the  Securities  Act  covering  such  proposed
disposition  has  been  filed  by the Company with the Commission and has become
effective under the Securities Act; and (b) the Company has notified such holder
that  either:  (i)  in  the  opinion  of  Company  counsel,  the registration or
qualification  under  the  securities  or  "blue  sky"  laws of any state is not
required  in  connection with such proposed disposition, or (ii) compliance with
applicable  state  securities or "blue sky" laws has been effected.  The Company
will  use its best efforts to respond to any such notice from a holder within 10
days.  In  the  case  of any proposed transfer under this Section 6, the Company
will  use reasonable efforts to comply with any such applicable state securities
or  "blue sky" laws, but shall in no event be required, in connection therewith,
to qualify to do business in any state where it is not then qualified or to take
any  action that would subject it to tax or to the general service of process in
any  state where it is not then subject.  The restrictions on transfer contained
in  Section  6.1  shall  be in addition to, and not by way of limitation of, any
other restrictions on transfer contained in any other section of this Agreement.



Termination

          -Termination  by  Mutual Consent.  This Agreement may be terminated at
           -------------------------------
any  time prior to the Closing Date by the mutual written consent of the Company
and  the  Purchaser.

          -Other Termination.  This Agreement may be terminated by the action of
           -----------------
the  Board  of  Directors  of the Company or by the Purchaser at any time if the
Closing  shall  not  have  been  consummated by October 31, 2001, as long as the
failure  to  so  consummate  is  not  the  fault  of  the  terminating  party.

     -     Effect of Termination.  In the event of termination by the Company or
           ---------------------
the  Purchaser,  written  notice  thereof  shall forthwith be given to the other
party  and  the transactions contemplated by this Agreement and the Registration
Rights Agreement shall be terminated without further action by either party.  If
this  Agreement  is  terminated  as  provided in Section 7.1 or 7.2 herein, this
Agreement  shall  become  void  and  of  no further force and effect, except for
Sections  9.1  and  9.2,  and  Article VIII herein.  Nothing in this Section 7.3
shall  be  deemed to release the Company or any Purchaser from any liability for
any  breach  under  this  Agreement  or the Registration Rights Agreement, or to
impair  the  rights  of  the  Company  and  the  Purchaser  to  compel  specific
performance  by  the other party of its obligations under this Agreement and the
Registration  Rights  Agreement.



Indemnification

     -     General Indemnity.  The Company agrees to indemnify and hold harmless
           -----------------
the  Purchaser  (and  its  respective  directors,  officers, affiliates, agents,
successors  and  assigns)  from  and  against  any  and all losses, liabilities,
deficiencies,  costs,  damages  and  expenses  (including,  without  limitation,
reasonable attorney's fees, charges and disbursements) incurred by the Purchaser
as a result of any inaccuracy in or breach of the representations, warranties or
covenants  made  by  the  Company herein.  The Purchaser agrees to indemnify and
hold  harmless  the  Company  and  its  directors, officers, affiliates, agents,
successors  and  assigns  from  and  against  any  and  all losses, liabilities,
deficiencies,  costs,  damages  and  expenses  (including,  without  limitation,
reasonable attorneys fees, charges and disbursements) incurred by the Company as
result  of  any  inaccuracy  in  or breach of the representations, warranties or
covenants  made  by  the  Purchaser  herein.

          -Indemnification  Procedure.  Any  party  entitled  to indemnification
           --------------------------
under this Article VIII (an "indemnified party") will give written notice to the
indemnifying  party  of  any matters giving rise to a claim for indemnification;
provided, that the failure of any party entitled to indemnification hereunder to
give  notice  as provided herein shall not relieve the indemnifying party of its
obligations  under  this Article VIII except to the extent that the indemnifying
party  is  actually  prejudiced  by  such  failure  to give notice.  In case any
action,  proceeding  or claim is brought against an indemnified party in respect
of  which  indemnification  is sought hereunder, the indemnifying party shall be
entitled  to  participate  in  and,  unless  in  the  reasonable judgment of the
indemnified  party  a conflict of interest between it and the indemnifying party
may  exist  with  respect  of  such  action,  proceeding or claim, to assume the
defense  thereof  with counsel reasonably satisfactory to the indemnified party.
In  the  event  that the indemnifying party advises an indemnified party that it
will  contest  such  a  claim for indemnification hereunder, or fails, within 30
days of receipt of any indemnification notice to notify, in writing, such person
of  its  election to defend, settle or compromise, at its sole cost and expense,
any  action,  proceeding or claim (or discontinues its defense at any time after
it  commences  such  defense),  then  the  indemnified party may, at its option,
defend,  settle  or  otherwise  compromise  or pay such action or claim.  In any
event,  unless  and until the indemnifying party elects in writing to assume and
does  so  assume  the  defense  of  any  such  claim,  proceeding or action, the
indemnified party's costs and expenses arising out of the defense, settlement or
compromise  of  any  such action, claim or proceeding shall be losses subject to
indemnification hereunder.  The indemnified party shall cooperate fully with the
indemnifying  party  in  connection  with any negotiation or defense of any such
action  or claim by the indemnifying party and shall furnish to the indemnifying
party  all  information  reasonably  available  to  the  indemnified party which
relates  to  such  action  or  claim.  The  indemnifying  party  shall  keep the
indemnified party fully apprised at all times as to the status of the defense or
any  settlement  negotiations  with  respect thereto.  If the indemnifying party
elects  to  defend any such action or claim, then the indemnified party shall be
entitled  to  participate in such defense with counsel of its choice at its sole
cost and expense.  The indemnifying party shall not be liable for any settlement
of  any  action, claim or proceeding effected without its prior written consent.
Notwithstanding  anything in this Article VIII to the contrary, the indemnifying
party  shall  not, without the indemnified party's prior written consent, settle
or  compromise  any claim or consent to entry of any judgment in respect thereof
which  imposes  any future obligation on the indemnified party or which does not
include,  as  an  unconditional  term thereof, the giving by the claimant or the
plaintiff to the indemnified party of a release from all liability in respect of
such  claim.  The indemnification required by this Article VIII shall be made by
periodic  payments  of  the amount thereof during the course of investigation or
defense, as and when bills are received or expense, loss, damage or liability is
incurred,  so  long  as  the indemnified party irrevocably agrees to refund such
moneys  if it is ultimately determined by a court of competent jurisdiction that
such  party  was  not  entitled to indemnification.  Notwithstanding anything in
this  Article  VIII  to  the  contrary, the Purchaser shall be liable under this
Article  VIII  for  only  that  amount of indemnification as does not exceed the
proceeds  to  such Purchaser as a result of the sale of the Conversion Shares by
the  Purchaser.  The  indemnity agreements contained herein shall be in addition
to  (a)  any  cause of action or similar rights of the indemnified party against
the indemnifying party or others, and (b) any liabilities the indemnifying party
may  be  subject  to  pursuant  to  the  law.



Miscellaneous

     -     Fees and Expenses.  Each party shall pay the fees and expenses of its
           -----------------
advisors,  counsel,  accountants  and  other  experts,  if  any,  and  all other
expenses,  incurred  by  such  party  incident  to the negotiation, preparation,
execution, delivery and performance of this Agreement.  In addition, the Company
shall  pay  all  reasonable  fees  and  expenses  incurred  by  the Purchaser in
connection with the filing and declaration of effectiveness by the Commission of
the  Registration  Statement  (as defined in the Registration Rights Agreement),
any  amendments,  modifications or waivers of this Agreement or any of the other
Transaction  Documents  or  incurred  in connection with the enforcement of this
Agreement  and  any  of  the  other  Transaction  Documents,  including, without
limitation,  all  reasonable  attorneys fees and expenses. The Company shall pay
all  stamp  or other similar taxes and duties levied in connection with issuance
of  the  Note  pursuant  hereto.

          -Specific  Enforcement,  Consent  to  Jurisdiction.
           -------------------------------------------------

     (a)     The  Company  and  the  Purchaser  acknowledge  and  agree  that
irreparable  damage  would occur in the event that any of the provisions of this
Agreement  or the Registration Rights Agreement were not performed in accordance
with  their specific terms or were otherwise breached.  It is accordingly agreed
that the parties shall be entitled to an injunction or injunctions to prevent or
cure  breaches  of  the  provisions of this Agreement or the Registration Rights
Agreement  and  to  enforce  specifically  the  terms  and  provisions hereof or
thereof,  this being in addition to any other remedy to which any of them may be
entitled  by  law  or  equity.

     (b)     Each  of  the  Company  and  the  Purchaser  (i) hereby irrevocably
submits  to  the  exclusive  jurisdiction  of  the  United States District Court
sitting  in  the  Southern  District  of  New York for the purposes of any suit,
action  or  proceeding  arising  out  of  or  relating  to this Agreement or the
Registration  Rights  Agreement and (ii) hereby waives, and agrees not to assert
in  any  such  suit,  action  or proceeding, any claim that it is not personally
subject  to  the jurisdiction of such court, that the suit, action or proceeding
is  brought  in  an  inconvenient forum or that the venue of the suit, action or
proceeding  is  improper.  Any  suit,  action  or  proceeding  arising out of or
relating  to  this  Agreement  or  the  Registration Rights Agreement brought by
either  the Company or the Purchaser shall be brought in the jurisdiction of the
United States District Court sitting in the Southern District of New York.  Each
of  the  Company  and the Purchaser consents to process being served in any such
suit,  action  or  proceeding  by  mailing  a  copy thereof to such party at the
address  in  effect  for notices to it under this Agreement and agrees that such
service  shall  constitute  good  and  sufficient  service of process and notice
thereof.  Nothing  in  this Section 9.2 shall affect or limit any right to serve
process  in  any  other  manner  permitted  by  law.

          -Entire  Agreement;  Amendment.  This  Agreement  contains  the entire
           -----------------------------
understanding  of  the  parties  with respect to the matters covered hereby and,
except as specifically set forth herein or in the Transaction Documents, neither
the  Company  nor the Purchaser makes any representations, warranty, covenant or
undertaking with respect to such matters.  No provision of this Agreement may be
waived  or  amended other than by a written instrument signed by the Company and
the  Purchaser, and no provision hereof may be waived other than by an a written
instrument signed by the party against whom enforcement of any such amendment or
waiver  is  sought.  No  consideration shall be offered or paid to any person to
amend  or  consent  to  a  waiver or modification of any provision of any of the
Transaction  Documents  unless  the same consideration is also offered to all of
the  parties to the Transaction Documents or holder of the Note, as the case may
be.

          -Notices.  Any  notice, demand, request, waiver or other communication
           -------
required  or  permitted  to  be given hereunder shall be in writing and shall be
effective  (a)  upon hand delivery by telex (with correct answer back received),
telecopy or facsimile at the address or number designated below (if delivered on
a  business  day  during  normal  business  hours  where  such  notice  is to be
received), or the first business day following such delivery (if delivered other
than  on  a business day during normal business hours where such notice is to be
received)  or  (b)  on  the second business day following the date of mailing by
express  courier  service,  fully  prepaid,  addressed  to such address, or upon
actual  receipt of such mailing, whichever shall first occur.  The addresses for
such  communications  shall  be:

If  to  the  Company:            THE  AMANDA  COMPANY,  INC
                                 13765  Alton  Parkway,  Suite  F
                                 Irvine,  California  92618
                                 Attention:  Chief  Executive  Officer
                                 Telephone  No.:  (949)  859-6279
                                 Facsimile  No.:  (949)  859-4380

If  to  any  Purchaser:          At  the  address of such Purchaser set forth on
                                 Exhibit  A  to  this  Agreement.

with  copies  (which  copies
shall  not  constitute  notice
to  the  Company)  to:          Naccarato  &  Associates
                                19600  Fairchild,  Suite  260
                                Irvine,  California  92618
                                Attention:  Owen  M.  Naccarato,  Esq.
                                Telephone  No.:  (949)  851-9261
                                Facsimile  No.:  (949)  851-9262

     Any  party  hereto  may from time to time change its address for notices by
giving  at  least  ten  (10)  days written notice of such changed address to the
other  party  hereto.

     -     Waivers.  No  waiver  by  either party of any default with respect to
           -------
any  provision, condition or requirement of this Agreement shall be deemed to be
a continuing waiver in the future or a waiver of any other provisions, condition
or  requirement hereof, nor shall any delay or omission of any party to exercise
any  right  hereunder  in  any  manner  impair  the  exercise of any  such right
accruing  to  it  thereafter.

          -Headings.  The  article,  section  and  subsection  headings  in this
           --------
Agreement  are  for  convenience  only  and  shall not constitute a part of this
Agreement  for  any other purpose and shall not be deemed to limit or affect any
of  the  provisions  hereof.

          -Successors  and  Assigns.  This  Agreement  shall be binding upon and
           ------------------------
inure to the benefit of the parties and their successors and assigns.  After the
Closing,  the  assignment  by  a party to this Agreement of any rights hereunder
shall  not  affect  the  obligations  of  such  party  under  this  Agreement.

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

          -Governing  Law.  This Agreement shall be governed by and construed in
           --------------
accordance  with  the  internal  laws  of  the State of New York, without giving
effect  to  the  choice  of  law  provisions.

        Survival.  The  representations  and  warranties  of the Company and the
        --------
Purchaser  contained  in Sections 2.1(o) and (s) should survive indefinitely and
those  contained  in  Article II, with the exception of Sections 2.1(o) and (s),
shall  survive  the execution and delivery hereof and the Closing until the date
three  (3)  years  from  the  Closing Date, and the agreements and covenants set
forth in Article I, III, V, VII, VIII and IX of this Agreement shall survive the
execution  and  delivery  hereof  and  the Closing hereunder until the Purchaser
beneficially  owns  (determined in accordance with Rule 13d-3 under the Exchange
Act)  less  than  2% of the total combined voting power of all voting securities
then  outstanding,  provided,  that  Sections 3.1, 3.2, 3.4, 3.5, 3.7, 3.8, 3.9,
3.12,  3.13, and 3.14 shall not expire until the Registration Statement required
by  Section  2  of the Registration Rights Agreement is no longer required to be
effective  under  the  terms  and  conditions  of Registration Rights Agreement.

          -Counterparts.  This  Agreement  may  be  executed  in  any  number of
           ------------
counterparts,  all  of  which  taken  together shall constitute one and the same
instrument and shall become effective when counterparts have been signed by each
party  and  delivered  to the other parties hereto, it being understood that all
parties  need  not  sign  the  same  counterpart.  In the event any signature is
delivered  by  facsimile  transmission,  the  party using such means of delivery
shall  cause  four  (4)  additional  executed  signature  pages to be physically
delivered  to  the  other  parties  within  five  (5)  days of the execution and
delivery  hereof.

          -Publicity.  The  Company  agrees  that it will not disclose, and will
           ---------
not  include  in  any public announcement, the name of the Purchaser without the
consent  of  the Purchaser, which consent shall not be unreasonably withheld, or
unless  and  until  such disclosure is required by law or applicable regulation,
and  then  only  to  the  extent  of  such  requirement.

          -Severability.  The  provisions of this Agreement and the Registration
           ------------
Rights  Agreement  are  severable  and, in the event that any court of competent
jurisdiction  shall  determine that any one or more of the provisions or part of
the  provisions contained in this Agreement or the Registration Rights Agreement
shall,  for  any  reason, be held to be invalid, illegal or unenforceable in any
respect,  such  invalidity,  illegality or unenforceability shall not affect any
other  provision  or  part  of a provision of this Agreement or the Registration
Rights  Agreement  shall be reformed and construed as if such invalid or illegal
or  unenforceable provision, or part of such provision, had never been contained
herein,  so  that  such  provisions would be valid, legal and enforceable to the
maximum  extent  possible.

          -Further  Assurances.  From and after the date of this Agreement, upon
           -------------------
the  request  of  the  Purchaser  or  the  Company,  each of the Company and the
Purchaser  shall  execute  and  deliver  such  instruments,  documents and other
writings  as  may  be reasonably necessary or desirable to confirm and carry out
and to effectuate fully the intent and purposes of this Agreement, the Note, the
Conversion  Shares,  the Warrant, the Warrant Shares and the Registration Rights
Agreement.


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<PAGE>

     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
duly  executed by their respective authorized officer as of the date first above
written.


     THE  AMANDA  COMPANY,  INC


                                     By  /s/  Jose  Candia
                                         -----------------
                                     Name:  Jose  Candia
                                     Title:   Chief  Executive  Officer




                                AMRO  INTERNATIONAL  SA

                                     By:  /s/  H.  U.  Bachofen
                                     Name:  H.  U.  Bachofen
                                     Title:



<PAGE>
                                    EXHIBIT A

                    Purchaser / Number of Notes and Warrants


Name  and  Residence            Number  of  Notes             Dollar  Amount
of  Purchaser                   and  Warrants  Purchased      of Investment
----------------------          ------------------------      --------------

Alpha  Capital  AG               Note:  $50,000.00  Note.     $50,000.00
                                 ----




<PAGE>
                                    EXHIBIT  B

                       Form of Convertible Promissory Note

<PAGE>
                                    EXHIBIT C

                                 Form of Warrant

<PAGE>
                                    EXHIBIT D

                      Form of Registration Rights Agreement

<PAGE>
                                    EXHIBIT E

                       Form of Transfer Agent Instructions

<PAGE>
                                    EXHIBIT F

                                 Form of Opinion