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                                                                    EXHIBIT 10.1


                          SECURITIES PURCHASE AGREEMENT


         THIS SECURITIES PURCHASE AGREEMENT, dated as of November 1, 2000,
between Innovative Gaming Corporation of America, a Minnesota corporation with
principal executive offices located at 4725 Aircenter Circle, Reno, Nevada 89502
(the "COMPANY"), the buyer indicated on Schedule A ("BUYER").

         WHEREAS, Buyer desires to purchase from the Company, and the Company
desires to issue and sell to Buyer, upon the terms and subject to the conditions
of this Agreement, (i) the amount of shares of the Company's Series E 6%
Convertible Preferred Stock, par value $0.01 per share (collectively, the
"PREFERRED SHARES"), indicated on Schedule A; and (ii) Common Stock Purchase
Warrants, in the form attached hereto as Exhibit A , to purchase the amount of
Common Stock indicated on Schedule A (collectively, the "WARRANTS");

         WHEREAS, upon the terms and subject to the designations, preferences
and rights set forth in the Company's Certificate of Designation of Series E 6%
Convertible Preferred Stock in the form attached hereto as Exhibit B (the
"CERTIFICATE OF DESIGNATION"), the Preferred Shares are convertible into shares
of the Company's common stock, par value $0.01 per share (the "COMMON STOCK");
and

         WHEREAS, the Warrants, upon the terms and subject to the conditions in
the Warrants, will be exercisable for a period of five years;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereto, intending to be legally bound,
hereby agree as follows:

              I. PURCHASE AND SALE OF PREFERRED SHARES AND WARRANTS

         A. TRANSACTION. Buyer hereby agrees to purchase from the Company, and
the Company has offered and hereby agrees to issue and sell to Buyer in a
transaction exempt from the registration and prospectus delivery requirements of
the Securities Act of 1933, as amended (the "SECURITIES ACT"), the Preferred
Shares and the Warrants to purchase the amount of shares of Common Stock
indicated on Schedule A.

         B. PURCHASE PRICE; FORM OF PAYMENT. The purchase price for the
Preferred Shares and the Warrants to be purchased by Buyer hereunder shall be
the amount indicated on Schedule A (the "PURCHASE PRICE").



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                   II. BUYER'S REPRESENTATIONS AND WARRANTIES

         Buyer represents and warrants to and covenants and agrees with the
Company as follows:

         A. Buyer is purchasing the Preferred Shares, the Warrants, the Common
Stock issuable upon exercise of the Warrants (the "WARRANT SHARES"), the Common
Stock, if any, issuable in payment of dividends on the Preferred Shares (the
"DIVIDEND SHARES"), and the Common Stock issuable upon conversion or redemption
of the Preferred Shares (the "CONVERSION SHARES" and, collectively with the
Preferred Shares, the Warrants, the Warrant Shares and the Dividend Shares, the
"SECURITIES") for its own account, for investment purposes only and not with a
view towards or in connection with the public sale or distribution thereof in
violation of the Securities Act.

         B. Buyer is (i) an "ACCREDITED INVESTOR" within the meaning of Rule 501
of Regulation D under the Securities Act, (ii) experienced in making investments
of the kind contemplated by this Agreement, (iii) capable, by reason of its
business and financial experience, of evaluating the relative merits and risks
of an investment in the Securities, and (iv) able to afford the loss of its
investment in the Securities.

         C. Buyer understands that the Securities are being offered and sold by
the Company in reliance on an exemption from the registration requirements of
the Securities Act and equivalent state securities and "blue sky" laws, and that
the Company is relying upon the accuracy of, and Buyer's compliance with,
Buyer's representations, warranties and covenants set forth in this Agreement to
determine the availability of such exemption and the eligibility of Buyer to
purchase the Securities;

         D. Buyer understands that the Securities have not been approved or
disapproved by the Securities and Exchange Commission (the "COMMISSION") or any
state securities commission.

         E. This Agreement has been duly and validly authorized, executed and
delivered by Buyer and is a valid and binding agreement of Buyer enforceable
against it in accordance with its terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar laws
affecting creditors' rights and remedies generally and except as rights to
indemnity and contribution may be limited by federal or state securities laws or
the public policy underlying such laws.

         F. Neither Buyer nor its affiliates nor any person acting on its or
their behalf has the intention of entering, or will enter into, prior to the
closing, any put option, short position or other similar instrument or position
with respect to the Common Stock and neither Buyer nor any of its affiliates nor
any person acting on its or their behalf will use at any time shares of Common
Stock acquired pursuant to this Agreement to settle any put option, short
position or other similar instrument or position that may have been entered into
prior to the execution of this Agreement.

         G. Buyer understands that there will be no market for the Preferred
Shares, that there are significant restrictions on the transferability of the
Preferred Shares and that, for these



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and other reasons, Buyer may not be able to liquidate an investment in the
Preferred Shares for an indefinite period.

         H. Buyer acknowledges that the Company's Articles of Incorporation
provide that no person or entity may become the beneficial owner of 5% or more
of the Company's shares of capital stock of every series and class unless such
person or entity agrees to provide personal background and financial information
to gaming authorities, consent to a background investigation and respond to
questions from gaming authorities. Buyer further acknowledges that the Company
may, pursuant to the terms of its Articles of Incorporation and Section 6.5 of
the Certificate of Designation, repurchase shares held by any person or entity
whose status as a shareholder jeopardizes the approval, continued existence or
renewal by any gaming authority of a tribal, federal or state license or
franchise held by the Company or any of its Subsidiaries. The foregoing
restrictions will be contained in a legend on each certificate of Common Stock.

                       III. THE COMPANY'S REPRESENTATIONS

         The Company represents and warrants to Buyer that:

         A. CAPITALIZATION.

                  1. The authorized capital stock of the Company consists solely
         of 100,000,000 shares of capital stock, of which (i) 9,724,901 shares
         of common stock are issued and outstanding on the date hereof (ii)
         4,000 shares have been designated Series B Convertible Preferred Stock,
         par value $0.01 per share, of which 30 shares are issued and
         outstanding on the date hereof, (iii) 2,000 shares have been designated
         Series C Cumulative Convertible Preferred Stock, par value $0.01 per
         share, of which 900 shares are issued and outstanding on the date
         hereof, and (iv) 3,000 shares have been designated Series D Convertible
         Preferred Stock, par value $0.01 per share, of which 1250 shares are
         issued and outstanding on the date hereof. All of the issued and
         outstanding shares of Common Stock and preferred stock, if any, have
         been duly authorized and validly issued and are fully paid and
         nonassessable. As of the date hereof, the Company has outstanding stock
         options to purchase 1,239,700 shares of Common Stock and outstanding
         warrants to purchase 1,385,000 shares of Common Stock.

                  2. The Conversion Shares, the Dividend Shares and the Warrant
         Shares have been duly and validly authorized and reserved for issuance
         by the Company, and when issued by the Company upon conversion of, or
         in lieu of cash dividends on, the Preferred Shares and on exercise of
         the Warrants will be duly and validly issued, fully paid and
         nonassessable and will not subject the holder thereof to personal
         liability by reason of being such holder.

                  3. Except as disclosed on Schedule III.A.3. hereto, there are
         no preemptive, subscription, "call," right of first refusal or other
         similar rights to acquire any capital stock of the Company or any of
         its Subsidiaries or other voting securities of the Company that have
         been issued or granted to any person and no other obligations of the
         Company or any of its Subsidiaries to issue, grant, extend or enter
         into any security,



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         option, warrant, "call," right, commitment, agreement, arrangement or
         undertaking with respect to any of their respective capital stock.

                  4. Schedule III.A.4. hereto lists all the subsidiaries of the
         Company (the "SUBSIDIARIES"). Except as disclosed on Schedule III.A.4.
         hereto, the Company does not own or control, directly or indirectly,
         any interest in any other corporation, partnership, limited liability
         company, unincorporated business organization, association, trust or
         other business entity.

                  5. The Company has delivered to Buyer complete and correct
         copies of the Certificate of Incorporation and the By-Laws of each of
         the Company and the Subsidiaries, in each case as amended to the date
         of this Agreement. Except as set forth on Schedule III.A.5. hereto, the
         Company has delivered to Buyer true and complete copies of all minutes
         of the Board of Directors of the Company (the "BOARD OF DIRECTORS")
         since September 1, 1997.

         B. ORGANIZATION; REPORTING COMPANY STATUS.

                  1. Each of the Company and the Subsidiaries is a corporation
         duly organized, validly existing and in good standing under the laws of
         the state of jurisdiction in which it is incorporated and is duly
         qualified as a foreign corporation in all jurisdictions in which the
         failure to so qualify would reasonably be expected to have a material
         adverse effect on the business, properties, prospects, condition
         (financial or otherwise) or results of operations of the Company and
         the Subsidiaries taken as a whole or on the consummation of any of the
         transactions contemplated by this Agreement (a "MATERIAL ADVERSE
         EFFECT").

                  2. The Company has registered the Common Stock pursuant to
         Section 12 of the Securities Exchange Act of 1934, as amended (the
         "EXCHANGE ACT"). The Common Stock is listed and traded on the Nasdaq
         National Market ("NASDAQ") and, except as set forth on Schedule
         III.B.2. hereto, the Company has not received any notice regarding, and
         to its knowledge there is no threat of, the termination or
         discontinuance of the eligibility of the Common Stock for such listing.

         C. AUTHORIZED SHARES. The Company (i) has duly and validly authorized
and reserved for issuance 4,000,000 shares of Common Stock, which is a number
sufficient for the conversion of and the payment of dividends (in lieu of cash
payments) on the 400,000 Preferred Shares in accordance with the Certificate of
Designation and the exercise of the Warrants in full, and (ii) at all times from
and after the date hereof shall have a sufficient number of shares of Common
Stock duly and validly authorized and reserved for issuance to satisfy the
conversion of Preferred Shares, the payment of dividends (in lieu of cash
payments) on the Preferred Shares and the exercise of the Warrants and (iii) at
all times from and after the date hereof shall have a sufficient number of
shares of Common Stock duly and validly authorized and reserved for issuance to
satisfy the conversion of Preferred Shares, the payment of dividends (in lieu of
cash payments) on the Preferred Shares and the exercise of the Warrants. The
Company understands and acknowledges the potentially dilutive effect on the
Common Stock of the issuance of the Preferred Shares, the Conversion Shares, the
Dividend Shares and the Warrant Shares upon the



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conversion of, and payment of dividends on, the Preferred Shares and the
exercise of the Warrants, respectively. The Company further acknowledges that
its obligation to issue Conversion Shares upon conversion of the Preferred
Shares and Warrant Shares upon exercise of the Warrants in accordance with this
Agreement, the Certificate of Designation and the Warrants is absolute and
unconditional regardless of the dilutive effect that such issuance may have on
the ownership interests of other stockholders of the Company and notwithstanding
the commencement of any case under 11 U.S.C. ss. 101 et seq. (the "BANKRUPTCY
CODE"). In the event the Company is a debtor under the Bankruptcy Code, the
Company hereby waives to the fullest extent permitted any rights to relief it
may have under 11 U.S.C. ss. 362 in respect of the conversion of the Preferred
Shares and the exercise of the Warrants. The Company agrees, without cost or
expense to Buyer, to take or consent to any and all action necessary to
effectuate relief under 11 U.S.C. ss. 362. Schedule III.C. hereto sets forth (a)
all issuances and sales by the Company since December 31, 1999 of its capital
stock, and other securities convertible, exercisable or exchangeable for capital
stock of the Company, except for shares issued upon exercise of options granted
pursuant to the Company's 1992 Stock Option and Compensation Plan, the Company's
1998 Non-Executive Stock Option Plan or the Company 1997 Director's Stock Option
Plan, (b) the amount of such securities sold, including any underlying shares of
capital stock, (c) the purchaser thereof, (d) the amount paid therefor, and (e)
the material terms of all outstanding capital stock of the Company (other than
the Common Stock).

         D. AUTHORITY; VALIDITY AND ENFORCEABILITY. The Company has the
requisite corporate power and authority to file and perform its obligations
under the Certificate of Designation and to enter into the Documents (as
hereinafter defined), and to perform all of its obligations hereunder and
thereunder (including the issuance, sale and delivery to Buyer of the
Securities). The execution, delivery and performance by the Company of the
Documents, and the consummation by the Company of the transactions contemplated
hereby and thereby (including, without limitation, the filing of the Certificate
of Designation with the Minnesota Secretary of State's office, the issuance of
the Preferred Shares, the Warrants and the issuance and reservation for issuance
of the Conversion Shares, the Dividend Shares and the Warrant Shares), have been
duly authorized by all necessary corporate action on the part of the Company.
Each of the Documents has been duly and validly executed and delivered by the
Company and the Certificate of Designation has been duly filed with the
Minnesota Secretary of State's office by the Company and each Document
constitutes a valid and binding obligation of the Company enforceable against it
in accordance with its terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws affecting
creditors' rights and remedies generally and except as rights to indemnity and
contribution may be limited by federal or state securities laws or the public
policy underlying such laws. The Securities have been duly and validly
authorized for issuance by the Company and, when executed and delivered by the
Company, will be valid and binding obligations of the Company enforceable
against it in accordance with their terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar laws
affecting creditors' rights and remedies generally. For purposes of this
Agreement, the term "DOCUMENTS" means (i) this Agreement; (ii) the Registration
Rights Agreement of even date herewith between the Company and Buyer, a copy of
which is annexed hereto as Exhibit D (the "REGISTRATION RIGHTS AGREEMENT");
(iii) the Certificate of Designation; and (iv) the Warrants.



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         E. VALIDITY OF ISSUANCE OF THE SECURITIES. As of the Closing Date, the
Preferred Shares and the Warrants, and the Conversion Shares, the Dividend
Shares and the Warrant Shares upon their issuance in accordance with the
Certificate of Designation, respectively, will be validly issued and
outstanding, fully paid and nonassessable, and not subject to any preemptive
rights, rights of first refusal, tag-along rights, drag-along rights or other
similar rights.

         F. NON-CONTRAVENTION. Except as set forth on Schedule III.F. hereto,
the execution and delivery by the Company of the Documents, the issuance of the
Securities, and the consummation by the Company of the other transactions
contemplated hereby and thereby, including, without limitation, the filing of
the Certificate of Designation with the Minnesota Secretary of State's office,
do not, and compliance with the provisions of this Agreement and other Documents
will not, conflict with, or result in any violation of, or default (with or
without notice or lapse of time, or both) under, or give rise to a right of
termination, cancellation or acceleration of any obligation or loss of a
material benefit under, or result in the creation of any Lien (as defined below)
upon any of the properties or assets of the Company or any of its Subsidiaries
under, or result in the termination of, or require that any consent be obtained
or any notice be given with respect to, (i) the Articles of Incorporation or
By-Laws of the Company or the comparable charter or organizational documents of
any of its Subsidiaries, (ii) any loan or credit agreement, note, bond,
mortgage, indenture, lease, contract or other agreement, instrument or permit
applicable to the Company or any of its Subsidiaries or their respective
properties or assets, or (iii) any Law (as defined below) applicable to the
Company or any of its Subsidiaries or their respective properties or assets.

         G. APPROVALS. Except as set forth on Schedule III.G. hereto, no
authorization, approval or consent of any court or public or governmental
authority is required to be obtained by the Company for the issuance and sale of
the Preferred Shares or the Warrants (and the Conversion Shares, the Dividend
Shares and the Warrant Shares) to Buyer as contemplated by this Agreement,
except such authorizations, approvals and consents that have been obtained by
the Company prior to the date hereof.

         H. COMMISSION FILINGS. The Company has properly and timely filed with
the Commission all reports, proxy statements, forms and other documents required
to be filed with the Commission under the Securities Act and the Exchange Act
since September 1, 1997 (the "COMMISSION FILINGS"). As of their respective
dates, (i) the Commission Filings complied in all material respects with the
requirements of the Securities Act, or the Exchange Act, as the case may be, and
the rules and regulations of the Commission promulgated thereunder applicable to
such Commission Filings, and (ii) none of the Commission Filings contained at
the time of its filing 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 Filings, as of the dates of such documents, were true and complete in
all material respects and complied with applicable accounting requirements and
the published rules and regulations of the Commission with respect thereto, were
prepared in accordance with generally accepted accounting principles in the
United States ("GAAP") (except in the case of unaudited statements, as permitted
by Form 10-Q under the Exchange Act) applied on a consistent basis during the
periods involved (except as may be indicated in the notes thereto) and



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fairly presented the consolidated financial position of the Company and its
Subsidiaries as of the dates thereof and the consolidated results of their
operations and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit adjustments that in the aggregate
are not material and to any other adjustment described therein).

         I. ABSENCE OF CERTAIN CHANGES. Except as set forth on Schedule III.I.
hereto, since the Balance Sheet Date (as defined in Section III.M.), there has
not occurred any change, event or development in the business, financial
condition, prospects or results of operations of the Company or any of the
Subsidiaries, there has not existed any condition having or reasonably likely to
have a Material Adverse Effect, and the Company and the Subsidiaries have
conducted there respective businesses only in the ordinary course.

         J. FULL DISCLOSURE. Except as set forth in Schedule III.J, there is no
fact known to the Company (other than general economic or industry conditions
known to the public generally) that has not been fully disclosed in writing to
Buyer that (i) reasonably could be expected to have a Material Adverse Effect or
(ii) reasonably could be expected to materially and adversely affect the ability
of the Company to perform its obligations pursuant to the Documents.

         K. ABSENCE OF LITIGATION. Except as set forth on Schedule III.K., there
are (i) no suits, actions or proceedings pending or, to the knowledge of the
Company, threatened against the Company or any of its Subsidiaries, (ii) no
complaints, lawsuits, charges or other proceedings pending or, to the knowledge
of the Company, threatened in any forum by or on behalf of any present or former
employee of the Company or any of its Subsidiaries, any applicant for employment
or classes of the foregoing alleging breach of any express or implied contract
of employment, any applicable law governing employment or the termination
thereof or other discriminatory, wrongful or tortious conduct in connection with
the employment relationship, and (iii) no judgments, decrees, injunctions or
orders of any governmental entity or arbitrator outstanding against the Company
or any Subsidiary.

         L. ABSENCE OF EVENTS OF DEFAULT. Except as set forth on Schedule
III.L., no "EVENT OF DEFAULT" (as defined in any agreement or instrument to
which the Company is a party) and no event which, with notice, lapse of time or
both, would constitute an Event of Default (as so defined), has occurred and is
continuing.

         M. FINANCIAL STATEMENTS; NO UNDISCLOSED LIABILITIES. The Company has
delivered to Buyer true and complete copies of the (i) audited balance sheet of
the Company and the Subsidiaries as at December 31, 1999, 1998, and 1997,
respectively, and the related audited statements of income, changes in
stockholders' equity and cash flows for the three fiscal years ended December
31, 1999, including the related notes and schedules thereto and (ii) unaudited
balance sheets of the Company and the Subsidiaries and the statements of income,
changes in stockholders' equity and cash flows for each fiscal quarter ended
since December 31, 1999, including the related notes and schedules, all
certified by the chief financial officer of the Company (collectively, the
"FINANCIAL STATEMENTS"), and all management letters, if any, from the Company's
independent auditors relating to the dates and periods covered by the Financial
Statements. Each of the Financial Statements is complete and correct in all
material respects, has been prepared in accordance with GAAP (subject, in the
case of the interim Financial Statements, to normal year end adjustments and the
absence of footnotes), and fairly presents the



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financial position, results of operations and cash flows of the Company as at
the dates and for the periods indicated. For purposes hereof, the audited
balance sheet of the Company as at December 31, 1999 is hereinafter referred to
as the "BALANCE SHEET" and December 31, 1999 is hereinafter referred to as the
"BALANCE SHEET DATE". The Company has no indebtedness, obligations or
liabilities of any kind (whether accrued, absolute, contingent or otherwise, and
whether due or to become due), which was not fully reflected in, reserved
against or otherwise described in the Balance Sheet or the notes thereto or
incurred in the ordinary course of business consistent with the Company's past
practices since the Balance Sheet Date.

         N. COMPLIANCE WITH LAWS; PERMITS. Except as set forth in Schedule
III.N, each of the Company and its Subsidiaries is in compliance with all laws,
rules, regulations, codes, ordinances and statutes (collectively, "LAWS")
applicable to IT or to the conduct of its business. Each of the Company and its
Subsidiaries possesses all material permits, approvals, authorizations,
licenses, certificates and consents from all public and governmental authorities
which are necessary to conduct its business.

         O. RELATED PARTY TRANSACTIONS. Except as set forth on Schedule III.O.
hereto, neither the Company nor any of its officers, directors or "AFFILIATES"
(as such term is defined in Rule 12b-2 under the Exchange Act) nor any family
member of any officer, director or Affiliate of the Company has borrowed any
moneys from or has outstanding any indebtedness or other similar obligations to
the Company or any of the Subsidiaries. Except as set forth on Schedule III.O.
hereto, neither the Company nor any of its officers, directors or Affiliates nor
any family member of any officer, director or Affiliate of the Company (i) owns
any direct or indirect interest constituting more than a 1% equity (or similar
profit participation) interest in, or controls or is a director, officer,
partner, member or employee of, or consultant to or lender to or borrower from,
or has the right to participate in the profits of, any person or entity which is
(x) a competitor, supplier, customer, landlord, tenant, creditor or debtor of
the Company or any Subsidiary, (y) engaged in a business related to the business
of the Company or any Subsidiary, or (z) a participant in any transaction to
which the Company or any Subsidiary is a party or (ii) is a party to any
contract, agreement, commitment or other arrangement with the Company or any
Subsidiary.

         P. INSURANCE. Each of the Company and the Subsidiaries maintains
property and casualty, general liability, workers' compensation, environmental
hazard, personal injury and other similar types of insurance with financially
sound and reputable insurers that is adequate, and, consistent with industry
standards and the Company's historical claims experience. Except as set forth on
Schedule III.P. hereto, none of the Company and the Subsidiaries has received
notice from, and none of them has knowledge of any threat by, any insurer (that
has issued any insurance policy to the Company or any Subsidiary) that such
insurer intends to deny coverage under or cancel, discontinue or not renew any
insurance policy presently in force.

         Q. SECURITIES LAW MATTERS. Assuming the accuracy of the representations
and warranties of Buyer set forth in Article II hereof, the offer and sale by
the Company of the Securities is exempt from (i) the registration and prospectus
delivery requirements of the Securities Act and the rules and regulations of the
Commission thereunder and (ii) the registration and/or qualification provisions
of all applicable state securities and "blue sky" laws. Other than pursuant to
an effective registration statement under the Securities Act, the Company



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has not issued, offered or sold the Preferred Shares or any shares of Common
Stock (including for this purpose any securities of the same or a similar class
as the Preferred Shares or Common Stock, or any securities convertible into or
exchangeable or exercisable for the Preferred Shares or Common Stock or any such
other securities) within the one-year period next preceding the date hereof,
except as disclosed on Schedule III.Q. hereto or otherwise previously disclosed
in writing to Buyer, and the Company shall not directly or indirectly take, and
shall not permit any of its directors, officers or Affiliates directly or
indirectly to take, any action (including, without limitation, any offering or
sale to any person or entity of the Preferred Shares or shares of Common Stock),
which will make unavailable the exemption from Securities Act registration being
relied upon by the Company for the offer and sale to Buyer of the Preferred
Shares and the Warrants (and the Conversion Shares, the Dividend Shares and the
Warrant Shares) as contemplated by this Agreement. No form of general
solicitation or advertising has been used or authorized by the Company or any of
its officers, directors or Affiliates in connection with the offer or sale of
the Preferred Shares and the Warrants (and the Conversion Shares, the Dividend
Shares and the Warrant Shares) as contemplated by this Agreement or any other
agreement to which the Company is a party.

         R. ENVIRONMENTAL MATTERS.

         Except as set forth on Schedule III.R. hereto:

                  1. The Company, the Subsidiaries and their respective
         operations are in compliance with all applicable Environmental Laws and
         all permits (including terms, conditions, and limitations therein)
         issued pursuant to Environmental Laws or otherwise;

                  2. Each of the Company and the Subsidiaries has all permits,
         licenses, waivers, exceptions, and exemptions required under all
         applicable Environmental Laws necessary to operate its business;

                  3. None of the Company or the Subsidiaries is the subject of
         any outstanding written order of or agreement with any governmental
         authority or person respecting (i) Environmental Laws or permits, (ii)
         Remedial Action or (iii) any Release or threatened Release of Hazardous
         Materials;

                  4. None of the Company or the Subsidiaries has received any
         written communication alleging that it may be in violation of any
         Environmental Law or any permit issued pursuant to any Environmental
         Law, or may have any liability under any Environmental Law;

                  5. None of the Company or the Subsidiaries has any liability,
         contingent or otherwise, in connection with any presence, treatment,
         storage, disposal or Release of any Hazardous Materials whether on
         property owned or operated by the Company or any Subsidiary or property
         of third parties, and none of the Company or the Subsidiaries has
         transported, or arranged for transportation of, any Hazardous Materials
         for treatment or disposal on any property;

                  6. There are no investigations of the business, operations, or
         currently or previously owned, operated or leased property of the
         Company or any Subsidiary



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         pending or threatened which could lead to the imposition of any case or
         liability pursuant to any Environmental Law;

                  7. There is not located at any of the properties owned or
         operated by the Company or any Subsidiary any (A) underground storage
         tanks, (B) asbestos-containing material or (C) equipment containing
         polychlorinated biphenyls;

                  8. Each of the Company and the Subsidiaries has provided to
         Buyer all environmentally related assessments, audits, studies,
         reports, analyses, and results of investigations that have been
         performed with respect to the currently or previously owned, leased or
         operated properties or activities of the Company and such Subsidiaries;

                  9. There are no liens arising under or pursuant to any
         Environmental Law on any real property owned, operated, or leased by
         the Company or any Subsidiary, and no action of any governmental
         authority has been taken or, to the knowledge of the Company, is in
         process of being taken which could subject any of such properties to
         such liens, and none of the Company or the Subsidiaries has been or is
         expected to be required to place any notice or restriction relating to
         the presence of Hazardous Material at any real property owned,
         operated, or leased by it in any deed to such property;

                  10. Neither the Company nor any of the Subsidiaries owns,
         operates, or leases any hazardous waste generation, treatment, storage,
         or disposal facility, as such terms are used pursuant to the RCRA and
         related or analogous state, local, or foreign law. None of the
         properties owned, operated, or leased by the Company, any of the
         Subsidiaries or any predecessor thereof are now, or were in the past,
         used in any part as a dump, landfill, or disposal site, and neither the
         Company, any of the Subsidiaries nor any predecessor of any of them has
         filled any wetlands;

                  11. The purchase that is the subject of this Agreement will
         not require any governmental approvals under Environmental Laws,
         including those that are triggered by sales or transfers of businesses
         or real property, including, as examples and without limitation, the
         New Jersey Industrial Site Recovery Act, N.J. Stat. 13:1K-7 et seq.,
         and the Connecticut Transfer of Establishments Act, Conn. Gen. Stat.ss.
         22a-134 et seq.;

                  12. There is no currently existing requirement or requirement
         to be imposed in the future by any Environmental Law or Environmental
         Permit which could result in the incurrence of a cost that could be
         reasonably expected to have a Material Adverse Effect; and

                  13. Each of the Company and each of the Subsidiaries has
         disclosed to Buyer all other acts or conditions that could result in
         any costs or liabilities under Environmental Laws.

         For purposes of this Section III.R.:

         "ENVIRONMENTAL LAW" means any foreign, federal, state or local statute,
regulation, ordinance, or common law as now or hereafter in effect in any way
relating to the protection of human health, safety or welfare, or the
environment including, without limitation,



                                       10

<PAGE>   11


the Comprehensive Environmental Response, Compensation and Liability Act, the
Hazardous Materials Transportation Act, the Resource Conservation and Recovery
Act ("RCRA"), the Clean Water Act, the Clean Air Act, the Toxic Substances
Control Act, the Federal Insecticide, Fungicide, and Rodenticide Act, and the
Occupational Safety and Health Act, and the regulations promulgated pursuant to
any of them.

         "HAZARDOUS MATERIAL" means any substance that is listed, classified or
regulated pursuant to any Environmental Law, including petroleum, gasoline, and
any other petroleum product, by-product, fraction or derivative, asbestos or
asbestos-containing material, lead-containing paint, water, or plumbing,
polychlorinated biphenyls, radioactive materials and radon;

         "RELEASE" means any placement, release, spill, filtration, emission,
leaking, pumping, injection, deposit, disposal, discharge, dispersal, migration,
or leaching to, through, or under the indoor or outdoor environment, or into,
through, under, or out of any property; and

         "REMEDIAL ACTION" means any action to (x) clean up, remove, remediate,
treat or in any other way address any Hazardous Material; (y) prevent or contain
the Release of any Hazardous Material; or (z) perform studies and investigations
or post-remedial monitoring and care in relation to (x) or (y) above.

         S. LABOR MATTERS. Neither the Company nor any of the Subsidiaries is
party to any labor or collective bargaining agreement, and there are no labor or
collective bargaining agreements which pertain to any employees of the Company
or any Subsidiary. No employees of the Company or any of the Subsidiaries are
represented by any labor organization and none of such employees has made a
pending demand for recognition, and there are no representation proceedings or
petitions seeking a representation proceeding presently pending or, to the
Company's knowledge, threatened to be brought or filed, with the National Labor
Relations Board or other labor relations tribunal. There is no organizing
activity involving the Company or any Subsidiary pending or to the Company's
knowledge, threatened by any labor organization or group of employees of the
Company or any of the Subsidiaries. There are no (i) strikes, work stoppages,
slowdowns, lockouts or arbitrations or (ii) material grievances or other labor
disputes pending or, to the knowledge of the Company, threatened against or
involving the Company or any of the Subsidiaries. There are no unfair labor
practice charges, grievances or complaints pending or, to the knowledge of the
Company, threatened by or on behalf of any employee or group of employees of the
Company or any of the Subsidiaries.

         T. ERISA MATTERS. All Plans maintained by the Company or any of its
Subsidiaries and ERISA Affiliates are listed in Schedule III.T. and copies of
all documentation relating to such Plans (including, but not limited to, copies
of written Plans, written descriptions of oral Plans, summary plan descriptions,
trust agreements, the three most recent annual returns, employee communications
and IRS determination letters) have been delivered to or made available for
review by the Buyer. Each Plan has at all times been maintained and administered
in all material respects in accordance with its terms and the requirements of
applicable law, including ERISA and the Code, and each Plan intended to qualify
under section 401(a) of the Code has at all times since its adoption been so
qualified, and each trust which forms a part of any such plan has at all times
since its adoption been tax-exempt under section 501(a) of the



                                       11

<PAGE>   12


Code. The Company and each of its Subsidiaries and ERISA Affiliates are in
compliance in all material respects with all provisions of ERISA applicable to
it. No Reportable Event has occurred, been waived or exists as to which the
Company or any of its Subsidiaries and ERISA Affiliates was required to file a
report with the PBGC, and the present value of all liabilities under each
Pension Plan (based on those assumptions used to fund such Plans) listed in
Schedule III.T. did not, as of the most recent annual valuation date applicable
thereto, exceed the value of the assets of such Pension Plan. None of the
Company, its Subsidiaries and ERISA Affiliates has incurred, or reasonably
expects to incur, any Withdrawal Liability with respect to any Multi-employer
Plan that could result in a Material Adverse Effect. None of the Company, its
Subsidiaries and ERISA Affiliates has received any notification that any
Multi-employer Plan is in reorganization or has been terminated within the
meaning of Title IV of ERISA, and no Multi-employer Plan is reasonably expected
to be in reorganization or termination where such reorganization or termination
has resulted or could reasonably be expected to result in increases to the
contributions required to be made to such Plan or otherwise. No direct,
contingent or secondary liability has been incurred or is expected to be
incurred by the Company or any of its Subsidiaries under Title IV of ERISA to
any party with respect to any Plan, or with respect to any other Plan presently
or heretofore maintained or contributed to by any ERISA Affiliate. Neither the
Company nor any of its Subsidiaries and ERISA Affiliates has incurred any
liability for any tax imposed under sections 4971 through 4980B of the Code or
civil liability under section 502(i) or (l) of ERISA. No suit, action or other
litigation or any other claim which could reasonably be expected to result in a
material liability or expense to the Company or any of its Subsidiaries or ERISA
Affiliates (excluding claims for benefits incurred in the ordinary course of
plan activities) has been brought or, to the knowledge of the Company,
threatened against or with respect to any Plan and there are no facts or
circumstances known to the Company or any of its Subsidiaries or ERISA
Affiliates that could reasonably be expected to give rise to any such suit,
action or other litigation. All contributions to Plans that were required to be
made under such Plans have been made, and all benefits accrued under any
unfunded Plan have been paid, accrued or otherwise adequately reserved in
accordance with GAAP, all of which accruals under unfunded Plans are as
disclosed in Schedule III.T., and the Company, its Subsidiaries and ERISA
Affiliates have each performed all material obligations required to be performed
under all Plans. The execution, delivery and performance of this Agreement and
the other Documents and the consummation of the transactions contemplated hereby
and thereby (including, without limitation, the offer, issue and sale by the
Company, and the purchase by the Buyer, of the Preferred Shares, the Conversion
Shares, the Warrants, the Warrant Shares and Dividend Shares) will not involve
any "prohibited transaction" within the meaning of ERISA or the Code with
respect to any Plan.

         As used in this Agreement:

         "CODE" means the Internal Revenue Code of 1986, as amended.

         "ERISA" means the Employee Retirement Income Security Act of 1974, or
any successor statute, together with the regulations thereunder, as the same may
be amended from time to time.



                                       12

<PAGE>   13


         "ERISA AFFILIATE" means any trade or business (whether or not
incorporated) that was, is or hereafter may become, a member of a group of which
the Company is a member and which is treated as a single employer under section
414 of the Code.

         "MULTI-EMPLOYER PLAN" means a multi-employer plan as defined in section
4001(a)(3) of ERISA to which the Company or any ERISA Affiliate (other than one
considered an ERISA Affiliate only pursuant to subsection (m) or (o) of section
414 of the Code) is making or accruing an obligation to make contributions, or
has within any of the preceding six plan years made or accrued an obligation to
make contributions.

         "PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA or any successor thereto.

         "PENSION PLAN" means any pension plan (other than a Multi-employer
Plan) subject to the provision of Title IV of ERISA or section 412 of the Code
that is maintained for employees of the Company or any of its Subsidiaries, or
any ERISA Affiliate.

         "PLAN" means any bonus, incentive compensation, deferred compensation,
pension, profit sharing, retirement, stock purchase, stock option, stock
ownership, stock appreciation rights, phantom stock, leave of absence, layoff,
vacation, day or dependent care, legal services, cafeteria, life, health,
accident, disability, workmen's compensation or other insurance, severance,
separation or other employee benefit plan, practice, policy or arrangement of
any kind, whether written or oral, or whether for the benefit of a single
individual or more than one individual including, but not limited to, any
"employee benefit plan" within the meaning of section 3(3) of ERISA, including
any Pension Plan.

         "REPORTABLE EVENT" means any reportable event as defined in section
4043(b) of ERISA or the regulations issued thereunder with respect to a Plan.

         "WITHDRAWAL LIABILITY" means liability to a Multi-employer Plan as a
result of a complete or partial withdrawal from such Multi-employer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

         U. TAX MATTERS.

                  1. The Company has filed all material Tax Returns which it is
         required to file under applicable Laws; all such Tax Returns are true
         and accurate in all material respects and have been prepared in
         compliance with all applicable Laws; the Company has paid all Taxes due
         and owing by it (whether or not such Taxes are required to be shown on
         a Tax Return) and has withheld and paid over to the appropriate taxing
         authorities all Taxes which it is required to withhold from amounts
         paid or owing to any employee, stockholder, creditor or other third
         parties; and since the Balance Sheet Date, the charges, accruals and
         reserves for Taxes with respect to the Company (including any
         provisions for deferred income taxes) reflected on the books of the
         Company are adequate to cover any Tax liabilities of the Company if its
         current tax year were treated as ending on the date hereof.



                                       13

<PAGE>   14


                  2. No claim has been made by a taxing authority in a
         jurisdiction where the Company does not file tax returns that the
         Company is or may be subject to taxation by such jurisdiction. There
         are no foreign, federal, state or local tax audits or administrative or
         judicial proceedings pending or being conducted with respect to the
         Company; no information related to Tax matters has been requested by
         any foreign, federal, state or local taxing authority; and, except as
         disclosed above, no written notice indicating an intent to open an
         audit or other review has been received by the Company from any
         foreign, federal, state or local taxing authority. There are no
         material unresolved questions or claims concerning the Company's Tax
         liability. The Company (A) has not executed or entered into a closing
         agreement pursuant to section 7121 of the Code or any predecessor
         provision thereof or any similar provision of state, local or foreign
         law; or (B) has not agreed to or is required to make any adjustments
         pursuant to section 481(a) of the Code or any similar provision of
         state, local or foreign law by reason of a change in accounting method
         initiated by the Company or any of its subsidiaries or has any
         knowledge that the IRS has proposed any such adjustment or change in
         accounting method, or has any application pending with any taxing
         authority requesting permission for any changes in accounting methods
         that relate to the business or operations of the Company. The Company
         has not been a United States real property holding corporation within
         the meaning of section 897(c)(2) of the Code during the applicable
         period specified in section 897(c)(1)(A)(ii) of the Code.

                  3. The Company has not made an election under section 341(f)
         of the Code. The Company is not liable for the Taxes of another person
         that is not a subsidiary of the Company under (A) Treas. Reg. Section
         1.1502-6 (or comparable provisions of state, local or foreign law), (B)
         as a transferee or successor, (C) by contract or indemnity or (D)
         otherwise. The Company is not a party to any tax sharing agreement. The
         Company has not made any payments, is not obligated to make payments
         and is not a party to an agreement that could obligate it to make any
         payments that would not be deductible under section 280G of the Code.

         For purposes of this Section III.U.:

         "IRS" means the United States Internal Revenue Service.

         "TAX" or "TAXES" means federal, state, county, local, foreign, or other
income, gross receipts, ad valorem, franchise, profits, sales or use, transfer,
registration, excise, utility, environmental, communications, real or personal
property, capital stock, license, payroll, wage or other withholding,
employment, social security, severance, stamp, occupation, alternative or add-on
minimum, estimated and other taxes of any kind whatsoever (including, without
limitation, deficiencies, penalties, additions to tax, and interest attributable
thereto) whether disputed or not.

         "TAX RETURN" means any return, information report or filing with
respect to Taxes, including any schedules attached thereto and including any
amendment thereof.

         V. PROPERTY. Except as set forth on Schedule III.V., each of the
Company and the Subsidiaries has good and marketable title to all of its assets
and properties material to the



                                       14

<PAGE>   15


conduct of its business, free and clear of any liens, pledges, security
interests, claims, encumbrances or other restrictions of any kind (collectively,
"LIENS"). With respect to any assets or properties it leases, each of the
Company and its Subsidiaries holds a valid and subsisting leasehold interest
therein, free and clear of any Liens, is in compliance, in all material
respects, with the terms of the applicable lease, and enjoys peaceful and
undisturbed possession under such lease. All of the assets and properties of the
Company and its Subsidiaries that are material to the conduct of business as
presently conducted or as proposed to be conducted by it are in good operating
condition and repair. Except as reserved for, the inventory of the Company and
its Subsidiaries is in good and marketable condition, does not include any
material quantity of items which are obsolete, damaged or slow moving, and is
salable (or may be leased) in the normal course of business as currently
conducted by it.

         W. INTELLECTUAL PROPERTY. The Company owns or possesses adequate and
enforceable rights to use all patents, patent applications, trademarks,
trademark applications, trade names, service marks, copyrights, copyright
applications, licenses, know-how (including trade secrets and other unpatented
and/or unpatentable proprietary or confidential information, systems or
procedures) and other similar rights and proprietary knowledge (collectively,
"INTANGIBLES") necessary for the conduct of its business as now being conducted
including, but not limited to, those described on Schedule III.W. hereto. Except
as set forth on Schedule III.W, the Company has all right, title and interest in
all of the Intangibles, free and clear of any and all Liens. The Company is not
infringing upon or in conflict with any right of any other person with respect
to any Intangibles. Except as disclosed on Schedule III.W. hereto, (i) no claims
have been asserted by any individual, partnership, corporation, unincorporated
organization or association, limited liability company, trust or other entity
(collectively, a "PERSON") contesting the validity, enforceability, use or
ownership of any Intangibles, and the Company has no knowledge of any basis for
such claim, and (ii) neither the Company nor the Subsidiaries has any knowledge
of infringement or misappropriation of the Intangibles by any third party.

         X. CONTRACTS. All contracts, agreements, notes, instruments,
franchises, leases, licenses, commitments, arrangements or understandings,
written or oral (collectively, "CONTRACTS") which are material to the business
and operations of the Company and the Subsidiaries are in full force and effect
and constitute legal, valid and binding obligations of the Company and the
Subsidiaries and, to the best knowledge of the Company, the other parties
thereto; the Company and the Subsidiaries and, to the best knowledge of the
Company, each other party thereto, have performed in all material respects all
obligations required to be performed by them under the Contracts, and no
material violation or default exists in respect thereof, nor any event that with
notice or lapse of time, or both, would constitute a default thereof, on the
part of the Company and the Subsidiaries or, to the best knowledge of the
Company, any other party thereto; none of the Contracts is currently being
renegotiated; and the validity, effectiveness and continuation of all Contracts
will not be materially adversely affected by the transactions contemplated by
this Agreement.

         Y. REGISTRATION RIGHTS. Except as set forth on Schedule III.Y., no
Person has, and as of the Closing (as defined below), no Person shall have,
demand, "piggy-back" or other rights to cause the Company to file any
registration statement under the Securities Act, relating to any of its
securities or to participate in any such registration statement.



                                       15

<PAGE>   16


         Z. DIVIDENDS. The timely payment of dividends on the Preferred Shares
as specified in the Certificate of Designation is not prohibited by the
Certificate of Incorporation or By-Laws of the Company or any agreement,
contract, document or other undertaking to which the Company or any of the
Subsidiaries is a party.

         AA. INVESTMENT COMPANY ACT. Neither the Company nor any of the
Subsidiaries is an "investment company" within the meaning of the Investment
Company Act of 1940, as amended (the "INVESTMENT COMPANY ACT"), nor is the
Company nor any of the Subsidiaries directly or indirectly controlled by or
acting on behalf of any Person which is an "investment company" within the
meaning of the Investment Company Act.

         BB. BUSINESS PLAN. Any business information of the Company previously
submitted to Buyer in any form, including the projections contained therein, was
prepared by the senior management of the Company in good faith and is based on
assumptions that the Company believes are reasonable. The Company is not aware
of any fact or condition that could reasonably be expected to result in the
Company not achieving the results described in such business plan.

         CC. INTERNAL CONTROLS AND PROCEDURES. The Company maintains accurate
books and records and internal accounting controls that provide reasonable
assurance that (i) all transactions to which the Company or each of the
Subsidiaries is a party or by which its properties are bound are executed with
management's authorization; (ii) the reported accountability of the Company's
and the Subsidiaries' assets is compared with existing assets at regular
intervals; (iii) access to the Company's and the Subsidiaries' assets is
permitted only in accordance with management's authorization; and (iv) all
transactions to which any of the Company and the Subsidiaries is a party or by
which its properties are bound are recorded as necessary to permit preparation
of the financial statements of the Company in accordance with GAAP.

         DD. PAYMENTS AND CONTRIBUTIONS. Neither the Company nor any of its
Subsidiaries nor any of their respective directors, officers or, to their
respective knowledge, other employees has (i) used any company funds for any
unlawful contribution, endorsement, gift, entertainment or other unlawful
expense relating to political activity; (ii) made any direct or indirect
unlawful payment of company funds to any foreign or domestic government official
or employee, (iii) violated or is in violation of any provision of the Foreign
Corrupt Practices Act of 1977, as amended; or (iv) made any bribe, rebate,
payoff, influence payment, kickback or other similar payment to any person with
respect to Company matters.

         EE. NO MISREPRESENTATION. No representation or warranty of the Company
contained in this Agreement or any of the other Documents, any schedule, annex
or exhibit hereto or thereto or any agreement, instrument or certificate
furnished by the Company to Buyer pursuant to this Agreement, contains any
untrue statement of a material fact or omits to state a material fact required
to be stated therein or necessary to make the statements therein, not
misleading.

         FF. FINDER'S FEE. There is no finder's fee, brokerage commission or
like payment in connection with the transactions contemplated by this Agreement
for which Buyer is liable or responsible.



                                       16

<PAGE>   17


                    IV. CERTAIN COVENANTS AND ACKNOWLEDGMENTS

         A. RESTRICTIVE LEGEND. Buyer acknowledges and agrees that, upon
issuance pursuant to this Agreement, the Securities (including without
limitation any Dividend Shares, Conversion Shares or Warrant Shares) shall have
endorsed thereon a legend in substantially the following form (and a
stop-transfer order may be placed against transfer of the Preferred Shares, the
Warrant Shares and the Conversion Shares until such legend has been removed):

         "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
         STATE, AND ARE BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE
         REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE
         SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN
         EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
         TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
         SECURITIES ACT OR SUCH OTHER LAWS."

         B. FILINGS. The Company shall make all necessary Commission Filings and
"blue sky" filings required to be made by the Company in connection with the
sale of the Securities to Buyer as required by all applicable Laws, and shall
provide a copy thereof to Buyer promptly after such filing.

         C. REPORTING STATUS. So long as Buyer beneficially owns any of the
Securities, the Company shall timely file all reports required to be filed by it
with the Commission pursuant to Section 13 or 15(d) of the Exchange Act.

         D. USE OF PROCEEDS. The Company shall use the net proceeds from the
sale of the Securities (excluding amounts paid by the Company for Buyer's
out-of-pocket costs and expenses, whether or not accounted for or incurred, in
connection with the transactions contemplated by this Agreement (including the
fees and disbursements of Buyer's legal counsel) and excluding finder's fees in
connection with such sale) solely for general corporate and working capital
purposes.

         E. LISTING. Except to the extent the Company lists its Common Stock on
the New York Stock Exchange, the Company shall use its best efforts to maintain
its listing of the Common Stock on Nasdaq. If the Common Stock is delisted from
Nasdaq, the Company will use its best efforts to list the Common Stock on the
most liquid national securities exchange or quotation system that the Common
Stock is qualified to be listed on.

         F. RESERVED CONVERSION SHARES. The Company at all times from and after
the date hereof shall have such number of shares of Common Stock duly and
validly authorized and reserved for issuance as shall be sufficient for the
conversion, in full of, and the payment of dividends on the Preferred Shares and
the exercise in full of the Warrants.



                                       17

<PAGE>   18


         G. INFORMATION. Each of the parties hereto acknowledges and agrees that
Buyer shall not be provided with, nor be given access to, any material
non-public information relating to the Company or any of the Subsidiaries.

         H. EXEMPTION FROM INVESTMENT COMPANY ACT. The Company shall conduct its
business, and shall cause the Subsidiaries to conduct their businesses, in such
a manner that neither the Company nor any Subsidiary shall become an "investment
company" within the meaning of the Investment Company Act.

         I. ACCOUNTING AND RESERVES. The Company shall maintain a standard and
uniform system of accounting and shall keep proper books and records and
accounts in which full, true and correct entries shall be made of its
transactions, all in accordance with GAAP applied on a consistent basis through
all periods, and shall set aside on such books for each fiscal year all such
proper reserves for depreciation, obsolescence, amortization, bad debts and
other purposes in connection with its operations as are required by such
principles so applied.

         J. TRANSACTIONS WITH AFFILIATES. Neither the Company nor any of its
Subsidiaries shall, directly or indirectly, enter into any transaction or
agreement with any stockholder, officer director or Affiliate of the Company or
family member of any officer, director or Affiliate of the Company, unless the
transaction or agreement is (i) reviewed and approved by a majority of
Disinterested Directors (as defined below) and (ii) on terms no less favorable
to the Company or the applicable Subsidiary than those obtainable from a
non-affiliated person. A "DISINTERESTED DIRECTOR" shall mean a director of the
Company who is not and has not been an officer or employee of the Company and
who is not a member of the family of, controlled by or under common control
with, any such officer or employee.

         K. CERTAIN RESTRICTIONS. So long as any Preferred Shares are
outstanding, no dividends shall be declared or paid or set apart for payment nor
shall any other distribution be declared or made upon Junior Securities (as
defined in the Certificate of Designation), nor shall any Junior Securities be
redeemed, purchased or otherwise acquired (other than a redemption, purchase or
other acquisition of shares of Common Stock made for purposes of an employee
incentive or benefit plan (including a stock option plan) of the Company or any
Subsidiary, for any consideration by the Company, directly or indirectly, nor
shall any moneys be paid to or made available for a sinking fund for the
redemption of any shares of any such stock.

                         V. TRANSFER AGENT INSTRUCTIONS

         A. The Company undertakes and agrees that no instruction other than the
instructions referred to in this Article V and customary stop transfer
instructions prior to the registration and sale of the Common Stock pursuant to
an effective Securities Act registration statement shall be given to its
transfer agent for the Common Stock and that the Conversion Shares, the Dividend
Shares and the Warrant Shares shall otherwise be freely transferable on the
books and records of the Company as and to the extent provided in this
Agreement, the Registration Rights Agreement and applicable law. Nothing
contained in this Section V.A. shall affect in any way Buyer's obligations and
agreement to comply with all applicable securities laws upon resale of such
Common Stock. If, at any time, Buyer provides the Company with an opinion of
counsel reasonably satisfactory to the Company that registration of the resale
by



                                       18

<PAGE>   19


Buyer of such Common Stock is not required under the Securities Act and that the
removal of restrictive legends is permitted under applicable law, the Company
shall permit the transfer of such Common Stock and, promptly instruct the
Company's transfer agent to issue one or more certificates for Common Stock
without any restrictive legends endorsed thereon.

         B. Buyer shall have the right to convert the Preferred Shares by
telecopying an executed and completed Notice of Conversion (as defined in the
Certificate of Designation) to the Company. Each date on which a Notice of
Conversion is telecopied to and received by the Company in accordance with the
provisions hereof shall be deemed a Conversion Date (as defined in the
Certificate of Designation). The Company shall transmit the certificates
evidencing the shares of Common Stock issuable upon conversion of any Preferred
Shares (together with certificates evidencing any Preferred Shares not being so
converted) to Buyer via express courier, by electronic transfer or otherwise,
within five business days after receipt by the Company of the Notice of
Conversion (the "DELIVERY DATE"). Within 15 days after Buyer delivers the Notice
of Conversion to the Company, Buyer shall deliver to the Company the Preferred
Shares being converted.

         C. Buyer shall have the right to purchase shares of Common Stock
pursuant to exercise of the Warrants in accordance with its applicable terms of
the Warrants. The last date that the Company may deliver shares of Common Stock
issuable upon any exercise of Warrants is referred to herein as the "WARRANT
DELIVERY DATE."

         D. The Company understands that a delay in the issuance of the shares
of Common Stock issuable in lieu of cash dividends on the Preferred Shares, upon
the conversion of the Preferred Shares or exercise of the Warrants beyond the
applicable Dividend Payment Due Date (as defined in the Certificate of
Designation), Delivery Date or Warrant Delivery Date could result in economic
loss to Buyer. As compensation to Buyer for such loss (and not as a penalty),
the Company agrees to pay to Buyer for late issuance of Common Stock issuable in
lieu of cash dividends on the Preferred Shares, upon conversion of the Preferred
Shares or exercise of the Warrants in accordance with the following schedule
(where "NO. BUSINESS DAYS" is defined as the number of business days beyond five
business days from the Dividend Payment Due Date, the Delivery Date or the
Warrant Delivery Date, as applicable):



                                       19

<PAGE>   20


                               COMPENSATION FOR EACH 10 SHARES
                              OF PREFERRED SHARES NOT CONVERTED
                               TIMELY OR 500 SHARES OF COMMON
                                STOCK ISSUABLE IN PAYMENT OF
                                DIVIDENDS OR UPON EXERCISE OF
     NO. BUSINESS DAYS           WARRANTS NOT ISSUED TIMELY
     -----------------        ---------------------------------
           1                               $   25
           2                                   50
           3                                   75
           4                                  100
           5                                  125
           6                                  150
           7                                  175
           8                                  200
           9                                  225
           10                                 250
       more than 10
                                              $250 + $100 for
                                              each Business Day Late
                                              beyond 10 days

The Company shall pay to Buyer the compensation described above by the transfer
of immediately available funds upon Buyer's demand. Nothing herein shall limit
Buyer's right to pursue actual damages for the Company's failure to issue and
deliver Common Stock to Buyer. In addition to any other remedies which may be
available to Buyer, in the event the Company fails for any reason to deliver
such shares of Common Stock within five business days after the relevant
Dividend Payment Due Date, Delivery Date or Warrant Delivery Date, as
applicable, Buyer shall be entitled to rescind the relevant Notice of Conversion
or exercise of Warrants by delivering a notice to such effect to the Company
whereupon the Company and Buyer shall each be restored to their respective
original positions immediately prior to delivery of such Notice of Conversion on
delivery.

                           VI. DELIVERY INSTRUCTIONS

         The Securities shall be delivered by the Company to the Buyer pursuant
to Section I.B. hereof on a "delivery-against-payment basis" at the Closing.

                               VII. CLOSING DATE

         The date and time (the "CLOSING DATE") of the issuance and sale of the
Preferred Shares and the Warrants shall be the date hereof or such other date
and time as shall be mutually agreed upon in writing. The issuance and sale of
the Securities shall occur on the Closing Date at the offices of Maslon Edelman
Borman & Brand.



                                       20

<PAGE>   21


                 VIII. CONDITIONS TO THE COMPANY'S OBLIGATIONS

         Buyer understands that the Company's obligation to sell the Securities
on the Closing Date to Buyer pursuant to this Agreement is conditioned upon:

         A. Delivery by Buyer of the Purchase Price;

         B. The accuracy in all material respects on the Closing Date of the
representations and warranties of Buyer contained in this Agreement as if made
on the Closing Date (except for representations and warranties which, by their
express terms, speak as of and relate to a specified date, in which case such
accuracy shall be measured as of such specified date) and the performance by
Buyer in all material respects on or before the Closing Date of all covenants
and agreements of Buyer required to be performed by it pursuant to this
Agreement on or before the Closing Date; and

         C. There shall not be in effect any Law or order, ruling, judgment or
writ of any court or public or governmental authority restraining, enjoining or
otherwise prohibiting any of the transactions contemplated by this Agreement.

                     IX. CONDITIONS TO BUYER'S OBLIGATIONS

         The Company understands that Buyer's obligation to purchase the
Securities on the Closing Date pursuant to this Agreement is conditioned upon:

         A. Delivery by the Company to Buyer of evidence that the Certificate of
Designation has been filed and is effective.

         B. The accuracy in all material respects on the Closing Date of the
representations and warranties of the Company contained in this Agreement as if
made on the Closing Date (except for representations and warranties which, by
their express terms, speak as of and relate to a specified date, in which case
such accuracy shall be measured as of such specified date) and the performance
by the Company in all respects on or before the Closing Date of all covenants
and agreements of the Company required to be performed by it pursuant to this
Agreement on or before the Closing Date, all of which shall be confirmed to
Buyer by delivery of the certificate of the chief executive officer of the
Company to that effect;

         C. There not having occurred (i) any general suspension of trading in,
or limitation on prices listed for, the Common Stock on Nasdaq, (ii) the
declaration of a banking moratorium or any suspension of payments in respect of
banks in the United States, (iii) the commencement of a war, armed hostilities
or other international or national calamity directly or indirectly involving the
United States or any of its territories, protectorates or possessions, or (iv)
in the case of the foregoing existing at the date of this Agreement, a material
acceleration or worsening thereof;

         D. There not having occurred any event or development, and there being
in existence no condition, having or which reasonably and foreseeably could have
a Material Adverse Effect;



                                       21

<PAGE>   22


         E. There shall not be in effect any Law or order, ruling, judgment or
writ of any court or public or governmental authority restraining, enjoining or
otherwise prohibiting any of the transactions contemplated by this Agreement;

         F. Except as set forth on Schedule III.F. hereof, the Company shall
have obtained all consents, approvals or waivers from governmental authorities
and third persons necessary for the execution, delivery and performance of this
Agreement and the other Documents and the transactions contemplated hereby and
thereby, all without material cost to the Company; and

         G. Buyer shall have received such additional documents, certificates,
payment, assignments, transfers and other delivers, as it or its legal counsel
may reasonably request and as are customary to effect a closing of the matters
herein contemplated.

                                 X. TERMINATION

         A. TERMINATION BY MUTUAL WRITTEN CONSENT. This Agreement may be
terminated and the transactions contemplated hereby may be abandoned, for any
reason and at any time prior to the Closing Date, by the mutual written consent
of the Company and Buyer.

         B. TERMINATION BY THE COMPANY OR BUYER. This Agreement may be
terminated and the transactions contemplated hereby may be abandoned by action
of the Company or Buyer if (i) the Closing shall not have occurred at or prior
to 5:00 p.m., New York City time, on November 30, 2000 (the "LATEST CLOSING
DATE"); provided, however, that the right to terminate this Agreement pursuant
to this Section X.B. shall not be available to any party whose failure to
fulfill any of its obligations under this Agreement has been the cause of or
resulted in the failure of the Closing to occur at or before such time and date;
provided, further, however, that if the Closing shall not have occurred on or
prior to the Latest Closing Date, the Closing may only occur after the Latest
Closing Date with the written consent of Buyer.

         C. TERMINATION BY BUYER. This Agreement may be terminated and the
transactions contemplated hereby may be abandoned by Buyer at any time prior to
the Closing Date, if (i) the Company shall have failed to comply with any of its
covenants or agreements contained in this Agreement, (ii) there shall have been
a breach by the Company of any representation or warranty made by it in this
Agreement, (iii) there shall have occurred any event or development, or there
shall be in existence any condition, having or reasonably likely to have a
Material Adverse Effect or (iv) the Company shall have failed to satisfy the
conditions provided in Article IX hereof.

         D. TERMINATION BY THE COMPANY. This Agreement may be terminated and the
transactions contemplated hereby may be abandoned by the Company at any time
prior to the Closing Date, if (i) Buyer shall have failed to comply with any of
its covenants or agreements contained in this Agreement or (ii) there shall have
been a breach by Buyer of any representation or warranty made by it in this
Agreement.

         E. EFFECT OF TERMINATION. In the event of the termination of this
Agreement pursuant to this Article X, this Agreement shall thereafter become
void and have no effect, and



                                       22

<PAGE>   23


no party hereto shall have any liability or obligation to any other party hereto
in respect of this Agreement, except that the provisions of Article XI, this
Section X.E. and Section X.F. shall survive any such termination; provided,
however, that no party shall be released from any liability hereunder if this
Agreement is terminated and the transactions contemplated hereby abandoned by
reason of (i) willful failure of such party to perform its obligations hereunder
or (ii) any misrepresentation made by such party of any matter set forth herein.

         F. FEES AND EXPENSES OF TERMINATION. If this Agreement is terminated
for any reason, the Company shall promptly reimburse Buyer for all of Buyer's
out-of-pocket costs and expenses incurred in connection with the transactions
contemplated by this Agreement and the other Documents (including, without
limitation, the fees and disbursements of Buyer's legal counsel).

                         XI. SURVIVAL; INDEMNIFICATION

         A. The representations, warranties and covenants made by each of the
Company and Buyer in this Agreement, the annexes, schedules and exhibits hereto
and in each instrument, agreement and certificate entered into and delivered by
them pursuant to this Agreement, shall survive the Closing and the consummation
of the transactions contemplated hereby. In the event of a breach or violation
of any of such representations, warranties or covenants, the party to whom such
representations, warranties or covenants have been made shall have all rights
and remedies for such breach or violation available to it under the provisions
of this Agreement or otherwise, whether at law or in equity, irrespective of any
investigation made by or on behalf of such party on or prior to the Closing
Date.

         B. The Company hereby agrees to indemnify and hold harmless Buyer, its
Affiliates and their respective officers, directors, partners and members
(collectively, the "BUYER INDEMNITEES"), from and against any and all losses,
claims, damages, judgments, penalties, liabilities and deficiencies
(collectively, "LOSSES"), and agrees to reimburse Buyer Indemnitees for all out
of-pocket expenses (including the fees and expenses of legal counsel), in each
case promptly as incurred by Buyer Indemnitees and to the extent arising out of
or in connection with:

                  1. any misrepresentation, omission of fact or breach of any of
         the Company's representations or warranties contained in this Agreement
         or the other Documents, or the annexes, schedules or exhibits hereto or
         thereto or any instrument, agreement or certificate entered into or
         delivered by the Company pursuant to this Agreement or the other
         Documents;

                  2. any failure by the Company to perform in any material
         respect any of its covenants, agreements, undertakings or obligations
         set forth in this Agreement or the other Documents or any instrument,
         certificate or agreement entered into or delivered by the Company
         pursuant to this Agreement or the other Documents;

                  3. the purchase of the Preferred Shares and the Warrants, the
         conversion of the Preferred Shares and the exercise of the Warrants and
         the consummation of the transactions contemplated by this Agreement and
         the other Documents, the use of any of the proceeds of the Purchase
         Price by the Company, the purchase or ownership of any or




                                       23
<PAGE>   24


         all of the Securities, the performance by the parties hereto of their
         respective obligations hereunder and under the Documents or any claim,
         litigation, investigation, proceedings or governmental action relating
         to any of the foregoing, whether or not Buyer is a party thereto; or

                  4. resales of the Common Shares by Buyer in the manner and as
         contemplated by this Agreement and the Registration Rights Agreement.

         C. Buyer hereby agrees to indemnify and hold harmless the Company, its
Affiliates and their respective officers, directors, partners and members
(collectively, the "COMPANY INDEMNITEES"), from and against any and all Losses,
and agrees to reimburse the Company Indemnitees for all out-of-pocket expenses
(including the fees and expenses of legal counsel), in each case promptly as
incurred by the Company Indemnitees and to the extent arising out of or in
connection with:

                  1. any misrepresentation, omission of fact, or breach of any
         of Buyer's representations or warranties contained in this Agreement or
         the other Documents, or the annexes, schedules or exhibits hereto or
         thereto or any instrument, agreement or certificate entered into or
         delivered by Buyer pursuant to this Agreement or the other Documents;
         or

                  2. any failure by Buyer to perform in any material respect any
         of its covenants, agreements, undertakings or obligations set forth in
         this Agreement or the other Documents or any instrument, certificate or
         agreement entered into or delivered by Buyer pursuant to this Agreement
         or the other Documents.

         D. Promptly after receipt by either party hereto seeking
indemnification pursuant to this Article XI (an "INDEMNIFIED PARTY") of written
notice of any investigation, claim, proceeding or other action in respect of
which indemnification is being sought (each, a "CLAIM"), the Indemnified Party
promptly shall notify the party against whom indemnification pursuant to this
Article XI is being sought (the "INDEMNIFYING PARTY") of the commencement
thereof; but the omission to so notify the Indemnifying Party shall not relieve
it from any liability that it otherwise may have to the Indemnified Party except
to the extent that the Indemnifying Party is materially prejudiced and forfeits
substantive rights or defenses by reason of such failure. In connection with any
Claim as to which both the Indemnifying Party and the Indemnified Party are
parties, the Indemnifying Party shall be entitled to assume the defense thereof.
Notwithstanding the assumption of the defense of any Claim by the Indemnifying
Party, the Indemnified Party shall have the right to employ separate legal
counsel and to participate in the defense of such Claim, and the Indemnifying
Party shall bear the reasonable fees, out-of-pocket costs and expenses of such
separate legal counsel to the Indemnified Party if (and only if): (x) the
Indemnifying Party shall have agreed to pay such fees, out-of-pocket costs and
expenses, (y) the Indemnified Party and the Indemnifying Party reasonably shall
have concluded that representation of the Indemnified Party and the Indemnifying
Party by the same legal counsel would not be appropriate due to actual or, as
reasonably determined by legal counsel to the Indemnified Party, potentially
differing interests between such parties in the conduct of the defense of such
Claim, or if there may be legal defenses available to the Indemnified Party that
are in addition to or disparate from those available to the Indemnifying Party,
or (z) the



                                       24


<PAGE>   25


Indemnifying Party shall have failed to employ legal counsel reasonably
satisfactory to the Indemnified Party within a reasonable period of time after
notice of the commencement of such Claim. If the Indemnified Party employs
separate legal counsel in circumstances other than as described in clauses (x),
(y) or (z) above, the fees, costs and expenses of such legal counsel shall be
borne exclusively by the Indemnified Party. Except as provided above, the
Indemnifying Party shall not, in connection with any Claim in the same
jurisdiction, be liable for the fees and expenses of more than one firm of legal
counsel for the Indemnified Party (together with appropriate local counsel). The
Indemnifying Party shall not, without the prior written consent of the
Indemnified Party (which consent shall not unreasonably be withheld), settle or
compromise any Claim or consent to the entry of any judgment that does not
include an unconditional release of the Indemnified Party from all liabilities
with respect to such Claim or judgment.

         E. In the event one party hereunder should have a claim for
indemnification that does not involve a claim or demand being asserted by a
third party, the Indemnified Party promptly shall deliver notice of such claim
to the Indemnifying Party. If the Indemnified Party disputes the claim, such
dispute shall be resolved by mutual agreement of the Indemnified Party and the
Indemnifying Party or by binding arbitration conducted in accordance with the
procedures and rules of the American Arbitration Association. Judgment upon any
award rendered by any arbitrators may be entered in any court having competent
jurisdiction thereof.

                               XII. GOVERNING LAW

         This Agreement shall be governed by and interpreted in accordance with
the laws of the State of New York, without regard to the conflicts of law
principles of such state.

                        XIII. SUBMISSION TO JURISDICTION

         Each of the parties hereto consents to the exclusive jurisdiction of
the federal courts whose districts encompass any part of the City of New York or
the state courts of the State of New York sitting in the City of New York in
connection with any dispute arising under this Agreement and the other
Documents. Each party hereto hereby irrevocably and unconditionally waives, to
the fullest extent it may effectively do so, any defense of an inconvenient
forum or improper venue to the maintenance of such action or proceeding in any
such court and any right of jurisdiction on account of its place of residence or
domicile. Each party hereto irrevocably and unconditionally consents to the
service of any and all process in any such action or proceeding in such courts
by the mailing of copies of such process by certified or registered airmail at
its address specified in Article XIX. Each party hereto agrees that a final
judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.

                           XIV. WAIVER OF JURY TRIAL

         TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RESPECTIVE RIGHTS TO
A JURY TRIAL OF ANY



                                       25

<PAGE>   26


CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY
OTHER DOCUMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF
THIS AGREEMENT AND OTHER DOCUMENTS. EACH PARTY HERETO (I) CERTIFIES THAT NEITHER
OF THEIR RESPECTIVE REPRESENTATIVES, AGENTS OR ATTORNEYS HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVERS AND (II) ACKNOWLEDGES THAT IT HAS BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS HEREIN.

                          XV. COUNTERPARTS; EXECUTION

         This Agreement may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which when so
executed and delivered shall be an original, but all the counterparts shall
together constitute one and the same instrument. A facsimile transmission of
this signed Agreement shall be legal and binding on all parties hereto.

                                 XVI. HEADINGS

         The headings of this Agreement are for convenience of reference and
shall not form part of, or affect the interpretation of, this Agreement.

                               XVII. SEVERABILITY

         In the event any one or more of the provisions contained in this
Agreement or in the other Documents should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein or therein shall not in any way be
affected or impaired thereby. The parties shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to that
of the invalid, illegal or unenforceable provisions.

           XVIII. ENTIRE AGREEMENT; REMEDIES, AMENDMENTS AND WAIVERS

         This Agreement and the Documents constitute the entire agreement among
the parties pertaining to the subject matter hereof and supersede all prior
agreements, understandings, negotiations and discussions, whether oral or
written, of the parties. No supplement, modification or waiver of this Agreement
shall be binding unless executed in writing by all parties. No waiver of any of
the provisions of this Agreement shall be deemed or shall constitute a waiver of
any other provision hereof (whether or not similar), nor shall such waiver
constitute a continuing waiver unless otherwise expressly provided.



                                       26

<PAGE>   27


                                  XIX. NOTICES

         Except as may be otherwise provided herein, any notice or other
communication or delivery required or permitted hereunder shall be in writing
and shall be delivered personally or sent by certified mail, postage prepaid, or
by a nationally recognized overnight courier service, and shall be deemed given
when so delivered personally or by overnight courier service, or, if mailed,
three (3) days after the date of deposit in the United States mails, as follows:

         A. to the Company, to:

            Innovative Gaming Corporation of America
            4725 Aircenter Circle
            Reno, Nevada 89502
            Attention:  Roland M. Thomas, CEO
            (775) 823-3000
            (775) 823-3030 (Fax)

            with a copy to:

            Maslon Edelman Borman & Brand, LLP
            3300 Norwest Center
            90 South Seventh Street
            Minneapolis, Minnesota  55402
            Attention:  Douglas T. Holod, Esq.
            (612) 672-8200
            (612) 672-8397 (Fax)

         B. if to Buyer, to:

            with a copy to:







The Company or Buyer may change the foregoing address by notice given pursuant
to this Article XIX.



                                       27

<PAGE>   28


                              XX. CONFIDENTIALITY

         Each of the Company and Buyer agrees to keep confidential and not to
disclose to or use for the benefit of any third party the terms of this
Agreement or any other information which at any time is communicated by the
other party as being confidential without the prior written approval of the
other party; provided, however, that this provision shall not apply to
information which, at the time of disclosure, is already part of the public
domain (except by breach of this Agreement) and information which is required to
be disclosed by law (including, without limitation, pursuant to Item 601(b)(10)
of Regulation S-K under the Securities Act and the Exchange Act).

                                XXI. ASSIGNMENT

         This Agreement shall not be assignable by either of the parties hereto
prior to the Closing without the prior written consent of the other party, and
any attempted assignment contrary to the provisions hereby shall be null and
void; provided, however, that Buyer may assign its rights and obligations
hereunder, in whole or in part, to any Affiliate of Buyer.


                             SIGNATURE PAGE FOLLOWS





                                       28

<PAGE>   29


         In Witness Whereof, the parties hereto have duly executed and delivered
this Agreement on the date first above written.


                                       INNOVATIVE GAMING CORPORATION OF AMERICA


                                       By:
                                          --------------------------------------
                                          Name: Roland Thomas
                                          Title: Chief Executive Officer





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


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:



                                       29