EXHIBIT 10.8
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                         COMMON STOCK PURCHASE AGREEMENT

         COMMON STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of November
2, 2000, by and between STEROIDOGENESIS INHIBITORS INTERNATIONAL, INC., a Nevada
corporation (the "Company"),  and FUSION CAPITAL FUND II, LLC (together with its
permitted assigns, the "Buyer"). Capitalized terms used herein and not otherwise
defined herein are defined in Section 10 hereof.

                                    WHEREAS:

         Subject to the terms and  conditions set forth in this  Agreement,  the
Company  wishes  to sell to the  Buyer,  and the  Buyer  wishes  to buy from the
Company, up to Ten Million Dollars  ($10,000,000) of the Company's common stock,
par value $0.001 per share (the "Common  Stock").  The shares of Common Stock to
be  purchased  hereunder  are  referred to herein as the  "Purchase  Shares." In
addition,  as set forth in Section  1(g)  hereof,  the Company  may, in its sole
discretion,  at any time after the date hereof and until 30 days after such date
as the Available Amount is equal to $0, deliver an irrevocable written notice to
the Buyer  stating that the Company  elects to enter into an  additional  Common
Stock Purchase  Agreement with the Buyer for the purchase of Ten Million Dollars
($10,000,000) of additional Common Stock.

         NOW THEREFORE, the Company and the Buyer hereby agree as follows:

         1.       PURCHASE OF COMMON STOCK.

         Subject to the terms and  conditions  set forth in  Sections 6, 7 and 9
below,  the Company  hereby  agrees to sell to the Buyer,  and the Buyer  hereby
agrees to purchase from the Company, shares of Common Stock as follows:

         (a) Commencement of Purchases of Common Stock. The purchase and sale of
Common Stock  hereunder  shall  commence  (the  "Commencement")  within five (5)
Trading Days following the date of satisfaction (or waiver) of the conditions to
the  Commencement  set forth in Sections 6 and 7 below (or such later date as is
mutually  agreed  to  by  the  Company  and  the  Buyer),   (the  date  of  such
Commencement, the "Commencement Date").

         (b) Buyer's Purchase Rights and Obligations.  Subject to the provisions
of Sections  1(d), the Buyer:  (i) shall purchase  shares of Common Stock during
each Monthly  Period  equal to the Monthly Base Amount at the Purchase  Price in
accordance  with  Section  1(e),  and (ii) at any time on or after the  Maturity
Date,  shall have the right to purchase  shares of Common Stock up to the entire
remaining  Available  Amount at the Purchase  Price in  accordance  with Section
1(e).  Within  three (3) Trading Days of receipt of Purchase  Shares,  the Buyer
shall pay to the Company an amount equal to the Purchase  Amount with respect to
such Purchase  Shares as full payment for the purchase of the Purchase Shares so
received.  The Company  shall not issue any  fraction of a share of Common Stock
upon any  purchase.  All shares of Common Stock  (including  fractions  thereof)
issuable upon a purchase under this  Agreement  shall be aggregated for purposes
of  determining  whether the purchase would result in the issuance of a fraction
of a share of Common  Stock.  If,  after  the  aforementioned  aggregation,  the
issuance  would result in the issuance of a fraction of a share of Common Stock,
the Company  shall round such  fraction of a share of Common Stock up or down to
the nearest whole share. All payments made under this Agreement shall be made in
lawful  money of the  United  States of  America  by check or wire  transfer  of
immediately available funds to such account as the Company may from time to time
designate by written notice in accordance with the provisions of this Agreement.
Whenever any amount expressed to be due by the terms of this Agreement is due on
any day which is not a Trading  Day,  the same shall  instead be due on the next
succeeding day which is a Trading Day.

<PAGE>

         (c) Company's  Mandatory Purchase Rights. If (A) the Closing Sale Price
of the Common  Stock on each of the five (5) Trading Days  immediately  prior to
the first  Trading Day of any Monthly  Period is at least $5.00 and (B) no Event
of Default has  occurred  and is  continuing,  then the  Company  shall have the
right, so long as no Event of Default has occurred and is continuing and so long
as the Sale Price of the Common Stock remains at least $5.00 during such Monthly
Periods,  by delivering  written notice (a "Mandatory  Purchase  Notice") to the
Buyer on or prior to the first  Trading  Day of such  Monthly  Period to require
that the Buyer purchase at the Purchase Price such Available Amount as specified
by the  Company in the  Mandatory  Purchase  Notice  during the next two Monthly
Periods on such  Trading  Days  during such  Monthly  Periods as the Buyer shall
determine.  The Company  acknowledges  and agrees that the  Company's  mandatory
purchase  rights  represent  an  agreement  by the  Buyer  to  extend  financial
accommodations  to the  Company.  Accordingly,  it shall be a  condition  to the
exercise of the  Company's  Mandatory  Purchase  Rights that no Event of Default
shall have occurred and is continuing, and the Company's delivery of a Mandatory
Purchase Notice shall be deemed a  representation  to the Buyer that no Event of
Default  has  occurred  and is  continuing.  The  Company may revoke a Mandatory
Purchase  Notice,  in whole or in part, by delivering  written notice thereof to
the Buyer (a  "Revocation  of  Mandatory  Purchase  Notice").  A  Revocation  of
Mandatory  Purchase Notice shall be effective only as to Purchase  Notices which
are in excess of the Monthly  Base  Amount and which have a Purchase  Date later
than three (3)  Trading  Days after  receipt by the Buyer of the  Revocation  of
Mandatory  Purchase Notice.  Any Purchase  Notices  submitted by the Buyer which
have a Purchase Date on or prior to the third (3rd) Trading Day after receipt by
the Buyer of the Revocation of Mandatory  Purchase Notice must be honored by the
Company as otherwise provided herein.

         (d)      Limitations on Purchases.

                  (i)      Intentionally Omitted.

                  (ii) Limitation on Beneficial Ownership. The Company shall not
         effect any purchase  under this  Agreement and the Buyer shall not have
         the right to purchase  shares of Common  Stock under this  Agreement to
         the extent that after giving effect to such purchase the Buyer together
         with its affiliates  would  beneficially  own in excess of 4.99% of the
         outstanding  shares of the Common Stock  following such  purchase.  For
         purposes  hereof,  the  number of shares of Common  Stock  beneficially
         owned by the Buyer and its  affiliates or acquired by the Buyer and its
         affiliates,  as the case may be, shall  include the number of shares of
         Common Stock issuable in connection  with a Purchase  Notice under this
         Agreement  with respect to which the  determination  is being made, but
         shall  exclude  the  number of shares of Common  Stock  which  would be
         issuable  upon (1) a purchase of the remaining  Available  Amount which
         has not been submitted for purchase,  and (2) exercise or conversion of
         the unexercised or unconverted  portion of any other  securities of the
         Company  (including,  without  limitation,  any warrants)  subject to a
         limitation  on  conversion  or  exercise  analogous  to the  limitation
         contained herein beneficially owned by the Buyer and its affiliates. If
         the 4.99%  limitation is ever reached the Company shall have the option
         to increase such  limitation to 9.99% by delivery of written  notice to
         the Buyer.  Thereafter,  if the 9.99%  limitation  is ever reached this
         shall not  effect or limit  the  Buyer's  obligation  to  purchase  the
         Monthly  Base  Amount or the  Company's  Mandatory  Purchase  Rights as
         otherwise provided in this Agreement.  For purposes of this Section, in
         determining the number of outstanding  shares of Common Stock the Buyer
         may  rely on the  number  of  outstanding  shares  of  Common  Stock as
         reflected in (1) the  Company's  most recent Form 10-Q or Form 10-K, as
         the case may be, (2) a more recent public  announcement  by the Company
         or (3) any other written  communication  by the Company or its transfer
         agent setting  forth the number of shares of Common Stock  outstanding.
         Upon the reasonable  written or oral request of the Buyer,  the Company
         shall promptly confirm orally and in writing to the Buyer the number of
         shares of Common  Stock then  outstanding.  In any case,  the number of
         outstanding  shares of Common  Stock shall be  determined  after giving
         effect to any  purchases  under this  Agreement  by the Buyer since the
         date as of which such number of outstanding  shares of Common Stock was
         reported.  Except as otherwise set forth  herein,  for purposes of this
         Section   1(d)(ii),   beneficial   ownership  shall  be  determined  in
         accordance  with Section 13(d) of the Securities  Exchange Act of 1934,
         as amended.

<PAGE>

                  (iii) Company's Right to Suspend Purchases. If at any time the
         Closing  Sale  Price of the  Common  Stock is below the Fixed  Purchase
         Price for three consecutive  Trading Days, the Company shall have three
         (3) Trading  Days from the last day of such three  consecutive  Trading
         Day Period to give written notice (a "Purchase  Suspension  Notice") to
         the Buyer  suspending  any and all  purchases  by the Buyer  under this
         Agreement.  The Purchase  Suspension Notice shall be effective only for
         Purchase  Notices  which  have a  Purchase  Date  later  than three (3)
         Trading  Days after  receipt of the Purchase  Suspension  Notice by the
         Buyer.  Any  Purchase  Notices  submitted  by the  Buyer  which  have a
         Purchase  Date on or prior to the third (3rd) Trading Day after receipt
         by the  Buyer  of the  Company's  Purchase  Suspension  Notice  must be
         honored by the Company as  otherwise  provided  herein.  Such  purchase
         suspension   shall  continue  in  effect  until  the  earlier  of:  (A)
         revocation in writing by the Company,  at its sole  discretion;  or (B)
         such  time as the Sale  Price of the  Common  Stock is above  the Fixed
         Purchase  Price.  After  the  delivery  to  the  Buyer  of  a  Purchase
         Suspension  Notice  from the  Company,  the  Buyer  shall no  longer be
         obligated  to purchase  any  Purchase  Shares  from the  Company  under
         Section 1 of this Agreement.

         (e)  Mechanics  of  Purchasing.  The purchase of shares of Common Stock
under this Agreement shall be conducted in the following manner:

                  (i)  Buyer's  Delivery  Requirements.  To  purchase  shares of
         Common Stock under this Agreement on any date, the Buyer shall transmit
         by facsimile (or otherwise  deliver) on or prior to 11:59 p.m., Central
         Time  on such  date,  a copy of a fully  executed  notice  of  purchase
         substantially  in the form attached  hereto as Exhibit A (the "Purchase
         Notice") to the Company.

                  (ii) Company's Response. Upon receipt by the Company of a copy
         of a Purchase Notice, the Company shall as soon as practicable,  but in
         no event later than one (1) Trading Day after  receipt of such Purchase
         Notice,  send via facsimile (or otherwise  deliver),  a confirmation of
         receipt of such Purchase  Notice in the form attached hereto as Exhibit
         B (a "Company  Confirmation  of Purchase  Notice") to (1) the Buyer and
         (2) along with a copy of the Purchase Notice, the Company's  designated
         transfer  agent  (the  "Transfer  Agent"),   which  confirmation  shall
         constitute an irrevocable  instruction to the Transfer Agent to process
         such Purchase Notice in accordance with the terms herein.  Upon receipt
         by the Transfer Agent of a copy of the executed  Purchase  Notice and a
         copy of the applicable  Company  Confirmation of Purchase  Notice,  the
         Transfer Agent shall, on the first (1st) Trading Day following the date
         of receipt of the Company Confirmation of Purchase Notice, (A) provided
         the Transfer Agent is  participating  in The Depository Trust Company's
         ("The DTC") Fast Automated  Securities  Transfer  Program,  credit such
         aggregate  number of shares of Common Stock to which the Buyer shall be
         entitled to the Buyer's or its designee's  balance account with The DTC
         through its Deposit  Withdrawal At Custodian ("DWAC") system, or (B) if
         the  Transfer  Agent is not  participating  in The DTC  Fast  Automated
         Securities  Transfer Program and DWAC system,  issue and surrender to a
         common  carrier for  overnight  delivery to the address as specified in
         the Purchase Notice, a certificate, registered in the name of the Buyer
         or its designee,  for the number of shares of Common Stock to which the
         Buyer shall be entitled.

<PAGE>

                  (iii) Dispute  Resolution.  In the case of a dispute as to the
         determination  of the Purchase Price or the  arithmetic  calculation of
         the Purchase  Rate,  the Company shall  instruct the Transfer  Agent to
         issue to the Buyer the  number  of shares of Common  Stock  that is not
         disputed  and shall submit the disputed  determinations  or  arithmetic
         calculations  to the Buyer via facsimile  within one (1) Trading Day of
         receipt of the Buyer's  Purchase  Notice.  If the Buyer and the Company
         are unable to agree upon the  determination  of the  Purchase  Price or
         arithmetic  calculation of the Purchase Rate within one (1) Trading Day
         of  such  disputed   determination  or  arithmetic   calculation  being
         submitted to the Buyer,  then the Company  shall within one (1) Trading
         Day submit via facsimile (A) the disputed determination of the Purchase
         Price to an  independent,  reputable  investment  bank  selected by the
         Company  and  approved  by the  Buyer  or (B) the  disputed  arithmetic
         calculation of the Purchase Rate to the Company's independent,  outside
         accountant.  The  Company  shall  cause  the  investment  bank  or  the
         accountant,  as the case  may be,  to  perform  the  determinations  or
         calculations  and notify the  Company  and the Buyer of the  results no
         later than the fifth (5th) day after the date it receives  the disputed
         determinations or calculations.  Such investment bank's or accountant's
         determination or calculation, as the case may be, shall be binding upon
         all parties absent manifest error.

                  (iv) Record Holder.  The person or persons entitled to receive
         the  shares  of  Common  Stock  issuable  upon a  purchase  under  this
         Agreement  shall be treated for all  purposes  as the record  holder or
         holders of such shares of Common Stock on the Purchase Date.

                  (v) Company's  Failure to Timely Deliver Shares. If within ten
         (10) Trading Days after the Company's receipt of a copy of the Purchase
         Notice properly submitted in accordance with the term and conditions of
         this  Agreement  (subject  to  extension  in  accordance  with  Section
         1(e)(iii) for a good faith dispute made in accordance with the terms of
         Section  1(e)(iii)) (the "Share Delivery  Period"),  the Transfer Agent
         shall fail to issue Purchase  Shares via credit to the Buyer's  account
         with DTC for the  number  of  Purchase  Shares to which  such  Buyer is
         entitled upon such Buyer's submission of the applicable Purchase Notice
         (a "Purchase  Failure"),  in addition to all other  available  remedies
         which such Buyer may pursue under  applicable  laws and this  Agreement
         (including  indemnification  obligations  of the  Company  set forth in
         Section 8 hereof), the Company shall pay in cash, on demand, additional
         damages to the Buyer for each day after such tenth  (10th)  Trading Day
         that the issuance of such Purchase Shares is not timely effected, in an
         amount  equal to 1.5% of the  product  of (I) the  number  of  Purchase
         Shares not issued to the Buyer on a timely  basis  pursuant  to Section
         1(e)(ii)  and to which such Buyer is entitled and (II) the Closing Sale
         Price of the Common Stock on the Purchase Date.

<PAGE>

                  (vi) Book Entry.  Notwithstanding anything to the contrary set
         forth herein,  upon purchase of any portion of the Available  Amount in
         accordance  with the terms  hereof,  the Buyer shall not be required to
         physically  surrender this Agreement to the Company.  The Buyer and the
         Company shall each  maintain  records  showing the remaining  Available
         Amount and the dates and  Purchase  Amounts for each  purchase or shall
         use such other  method,  reasonably  satisfactory  to the Buyer and the
         Company, so as not to require physical surrender of this Agreement upon
         each  purchase.  The  Buyer and any  assignee,  by  acceptance  of this
         Agreement,  acknowledge  and agree that, by reason of the provisions of
         this  paragraph,  following  purchase of any  portion of the  Available
         Amount,  the remaining  Available  Amount under this Agreement shall be
         less than the aggregate Available Amount set forth on the face hereof.

         (f) Taxes.  The Company shall pay any and all taxes that may be payable
with  respect to the  issuance and delivery of any shares of Common Stock to the
Buyer made under of this Agreement.

         (g)  Option  for  Second  Tranche;  Additional  Common  Stock  Purchase
Agreement.  The Company may, in its sole discretion,  at any time after the date
hereof and until 30 Trading  Days  after  such date as the  Available  Amount is
equal to $0 (the  "Second  Tranche  Expiration  Date"),  deliver an  irrevocable
written  notice (the  "Second  Tranche  Notice") to the Buyer  stating  that the
Company elects to enter into an additional Common Stock Purchase  Agreement (the
"Second Common Stock Purchase Agreement") with the Buyer for the purchase of Ten
Million  Dollars  ($10,000,000)  of additional  Common  Stock.  It is agreed and
acknowledged  by the parties  hereto that  entering into the Second Common Stock
Purchase  Agreement shall be at the option of the Company in its sole discretion
until such time as the Company shall have delivered the Second Tranche Notice to
the Buyer.  The Buyer  shall not be  obligated  to enter into the Second  Common
Stock  Purchase  Agreement  unless the Company has delivered the Second  Tranche
Notice prior to the Second  Tranche  Expiration  Date.  The Second  Common Stock
Purchase Agreement may not be entered into until the aggregate  Available Amount
under  this  Agreement  is fully used to buy  Purchase  Shares  hereunder.  Upon
delivery of the Second  Tranche  Notice to the Buyer prior to the Second Tranche
Expiration  Date, the Buyer and the Company shall be obligated to enter into the
Second Common Stock Purchase Agreement no later then the date that is 10 Trading
Days after the Second Tranche Expiration Date. If the Buyer and the Company have
not entered into the Second Common Stock Purchase  Agreement by the date that is
10 Trading Days after the Second Tranche Expiration Date, the Buyer shall not be
obligated to enter into such  additional  Common Stock Purchase  Agreement.  The
terms and conditions of the Second Common Stock Purchase  Agreement  shall be in
form and  substance  identical  in all  respects  to this  Agreement,  provided,
however,  that for purposes of the Second Common Stock Purchase  Agreement,  (i)
this  Section  1(g) shall be  omitted,  (ii) for  purposes  of  calculating  the
numerator in Sections 7(b),  11(k)(ii) and  11(k)(iii),  the  Commitment  Shares
shall be equal to 8% of Ten Million Dollars ($10,000,000) and (iii) for purposes
of  calculating  the  denominator in Section 7(b), the "dollar value" per second
tranche  Commitment  Share shall be the lower of: (x) the average of the Closing
Bid Prices of the Common Stock for the five (5)  consecutive  Trading Days prior
to the date the Company  delivers the Second  Tranche Notice to the Buyer or (y)
the  average of the  Closing  Sale  Prices of the Common  Stock for the five (5)
consecutive  Trading Days prior to the second Trading Day  immediately  prior to
the Commencement of the second tranche.  Such second tranche  Commitment  Shares
shall be held by the Buyer until the Second Common Stock Purchase  Agreement has
been terminated.

<PAGE>

         2.       BUYER'S REPRESENTATIONS AND WARRANTIES.

         The Buyer represents and warrants to the Company that:

         (a) Investment  Purpose.  The Buyer is entering into this Agreement and
acquiring  the  Commitment  Shares (as  defined in Section  7(b)  hereof)  (this
Agreement and the Commitment  Shares are collectively  referred to herein as the
"Securities"),  for its own  account  for  investment  only  and not with a view
towards,  or for resale in  connection  with,  the public  sale or  distribution
thereof;  provided however, by making the representations herein, the Buyer does
not agree to hold any of the Securities for any minimum or other specific term.

         (b) Accredited  Investor Status. The Buyer is an "accredited  investor"
as that term is defined in Rule 501(a)(3) of Regulation D.

         (c) Reliance on Exemptions.  The Buyer  understands that the Securities
are being  offered and sold to it in reliance  on specific  exemptions  from the
registration requirements of United States federal and state securities laws and
that the  Company  is relying  in part upon the truth and  accuracy  of, and the
Buyer's   compliance   with,  the   representations,   warranties,   agreements,
acknowledgments  and  understandings  of the Buyer set forth  herein in order to
determine the  availability  of such exemptions and the eligibility of the Buyer
to acquire the Securities.

         (d)  Information.  The  Buyer  has been  furnished  with all  materials
relating to the business,  finances and  operations of the Company and materials
relating  to the offer  and sale of the  Securities  that  have been  reasonably
requested by the Buyer,  including,  without  limitation,  the SEC Documents (as
defined in Section 3(f) hereof).  The Buyer  understands  that its investment in
the Securities involves a high degree of risk. The Buyer (i) is able to bear the
economic risk of an investment in the  Securities  including a total loss,  (ii)
has such knowledge and  experience in financial and business  matters that it is
capable of  evaluating  the merits and risks of the proposed  investment  in the
Securities  and (iii) has had an  opportunity  to ask  questions  of and receive
answers from the officers of the Company concerning the financial  condition and
business of the  Company  and others  matters  related to an  investment  in the
Securities.  Neither such  inquiries nor any other due diligence  investigations
conducted by the Buyer or its representatives  shall modify, amend or affect the
Buyer's right to rely on the Company's  representations and warranties contained
in Section 3 below. The Buyer has sought such  accounting,  legal and tax advice
as it has  considered  necessary to make an informed  investment  decision  with
respect to its acquisition of the Securities.

         (e) No Governmental Review. The Buyer understands that no United States
federal  or state  agency or any other  government  or  governmental  agency has
passed on or made any  recommendation  or  endorsement  of the Securities or the
fairness  or  suitability  of the  investment  in the  Securities  nor have such
authorities  passed  upon  or  endorsed  the  merits  of  the  offering  of  the
Securities.

         (f) Transfer or Resale.  The Buyer  understands that except as provided
in the Registration  Rights  Agreement (as defined in Section 6(a) hereof):  (i)
the Securities have not been and are not being  registered under the 1933 Act or
any state securities  laws, and may not be offered for sale,  sold,  assigned or
transferred  unless (A) subsequently  registered  thereunder or (B) an exemption
exists  permitting such Securities to be sold,  assigned or transferred  without
such registration;  (ii) any sale of the Securities made in reliance on Rule 144
may be made only in accordance  with the terms of Rule 144 and further,  if Rule
144 is not applicable, any resale of the Securities under circumstances in which
the seller (or the person  through whom the sale is made) may be deemed to be an
underwriter  (as that term is  defined in the 1933 Act) may  require  compliance
with some other exemption under the 1933 Act or the rules and regulations of the
SEC thereunder;  and (iii) neither the Company nor any other person is under any
obligation  to  register  such  securities  under  the  1933  Act or  any  state
securities  laws or to comply  with the terms and  conditions  of any  exemption
thereunder.

<PAGE>

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

         (h) Residency. The Buyer is a resident of the State of Illinois.


         (i) No Prior Short  Selling.  The Buyer  represents and warrants to the
Company  that at no time  prior  to the  date of this  Agreement  has any of the
Buyer,  its agents,  associates,  representatives  or  affiliates  engaged in or
effected, in any manner whatsoever, directly or indirectly, any (i) "short sale"
(as such term is defined  in Rule 3b-3 of the 1934 Act) of the  Common  Stock or
(ii) hedging transaction, which establishes a net short position with respect to
the Common Stock.

         3.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

         The Company represents and warrants to the Buyer that:

         (a) Organization and Qualification.  The Company and its "Subsidiaries"
(which for  purposes of this  Agreement  means any entity in which the  Company,
directly or indirectly, owns 50% or more of the voting stock or capital stock or
other similar  equity  interests)  are  corporations  duly organized and validly
existing in good standing under the laws of the  jurisdiction  in which they are
incorporated,  and have the requisite corporate power and authority to own their
properties  and to carry on their business as now being  conducted.  Each of the
Company and its  Subsidiaries  is duly qualified as a foreign  corporation to do
business and is in good standing in every jurisdiction in which its ownership of
property or the nature of the business  conducted by it makes such qualification
necessary,  except to the extent  that the failure to be so  qualified  or be in
good  standing  could not  reasonably  be  expected  to have a Material  Adverse
Effect. As used in this Agreement,  "Material Adverse Effect" means any material
adverse  effect on any of: (i) the  business,  properties,  assets,  operations,
results  of   operations   or  financial   condition  of  the  Company  and  its
Subsidiaries,  if any,  taken as a whole,  (ii) the value of the  Common  Stock,
(iii) the transactions  contemplated hereby or by the agreements and instruments
to be entered into in  connection  herewith or (iv) the  authority or ability of
the Company to perform  its  obligations  under the  Transaction  Documents  (as
defined in Section 2(b) hereof).  The Company has no Subsidiaries  except as set
forth on Schedule 3(a).

         (b)  Authorization;  Enforcement;  Validity.  (i) The  Company  has the
requisite   corporate  power  and  authority  to  enter  into  and  perform  its
obligations under this Agreement,  the Registration Rights Agreement (as defined
in Section  6(a)  hereof) and each of the other  agreements  entered into by the
parties  hereto  in  connection  with  the  transactions  contemplated  by  this
Agreement  (collectively,   the  "Transaction  Documents"),  and  to  issue  the
Securities in accordance  with the terms hereof and thereof,  (ii) the execution
and delivery of the Transaction Documents by the Company and the consummation by
it of the  transactions  contemplated  hereby  and  thereby,  including  without
limitation,  the  issuance  of the  Commitment  Shares and the  reservation  for
issuance and the issuance of the Purchase  Shares issuable under this Agreement,
have been duly  authorized  by the  Company's  Board of Directors and no further
consent or authorization  is required by the Company,  its Board of Directors or
its  shareholders,  (iii) this  Agreement has been,  and each other  Transaction
Document shall be on the  Commencement  Date, duly executed and delivered by the
Company and (iv) this Agreement constitutes, and each other Transaction Document
upon its  execution on behalf of the Company,  shall  constitute,  the valid and
binding obligations of the Company enforceable against the Company in accordance
with  their  terms,  except as such  enforceability  may be  limited  by general
principles  of  equity or  applicable  bankruptcy,  insolvency,  reorganization,
moratorium, liquidation or similar laws relating to, or affecting generally, the
enforcement of creditors' rights and remedies.

<PAGE>

         (c) Capitalization. As of the date hereof, the authorized capital stock
of the Company consists of (i) 50,000,000 shares of Common Stock, of which as of
the date hereof,  25,191,000  shares are issued and  outstanding,  no shares are
held as treasury shares,  2,000,000 shares are reserved for issuance pursuant to
the Company's stock option plans of which approximately  2,000,000 shares remain
available and no more than 200,000 shares are issuable and reserved for issuance
pursuant  to  securities  (other  than  stock  options  issued  pursuant  to the
Company's stock option plans)  exercisable or  exchangeable  for, or convertible
into,  shares of Common Stock and (ii) no shares of Preferred Stock. All of such
outstanding  shares have been, or upon issuance will be,  validly issued and are
fully paid and  nonassessable.  Except as  disclosed  in Schedule  3(c),  (i) no
shares of the Company's  capital  stock are subject to preemptive  rights or any
other similar rights or any liens or  encumbrances  suffered or permitted by the
Company,  (ii) there are no  outstanding  debt  securities,  (iii)  there are no
outstanding  options,   warrants,  scrip,  rights  to  subscribe  to,  calls  or
commitments  of any  character  whatsoever  relating to, or securities or rights
convertible  into,  any  shares of  capital  stock of the  Company or any of its
Subsidiaries, or contracts, commitments, understandings or arrangements by which
the  Company  or  any of  its  Subsidiaries  is or may  become  bound  to  issue
additional  shares of capital stock of the Company or any of its Subsidiaries or
options,  warrants,  scrip,  rights to subscribe to, calls or commitments of any
character  whatsoever relating to, or securities or rights convertible into, any
shares of capital  stock of the Company or any of its  Subsidiaries,  (iv) there
are  no  agreements  or  arrangements  under  which  the  Company  or any of its
Subsidiaries is obligated to register the sale of any of their  securities under
the 1933 Act  (except  the  Registration  Rights  Agreement),  (v)  there are no
outstanding  securities or instruments of the Company or any of its Subsidiaries
which contain any redemption or similar provisions,  and there are no contracts,
commitments,  understandings  or arrangements by which the Company or any of its
Subsidiaries  is or may become  bound to redeem a security of the Company or any
of its  Subsidiaries,  (vi) there are no  securities or  instruments  containing
anti-dilution  or similar  provisions  that will be triggered by the issuance of
the  Securities  as described in this  Agreement  and (vii) the Company does not
have any stock appreciation rights or "phantom stock" plans or agreements or any
similar  plan or  agreement.  The  Company has  furnished  to the Buyer true and
correct copies of the Company's Certificate of Incorporation,  as amended and as
in effect on the date  hereof  (the  "Certificate  of  Incorporation"),  and the
Company's  By-laws,  as  amended  and as in  effect  on  the  date  hereof  (the
"By-laws"),  and summaries of the terms of all  securities  convertible  into or
exercisable for Common Stock, if any, and copies of any documents containing the
material rights of the holders thereof in respect thereto.

         (d)  Issuance  of  Securities.  The  Commitment  Shares  have been duly
authorized and, upon issuance in accordance with the terms hereof,  shall be (i)
validly  issued,  fully  paid and  non-assessable  and (ii) free from all taxes,
liens and charges with respect to the issue thereof.  6,000,000 shares of Common
Stock have been duly  authorized  and reserved for issuance upon purchase  under
this Agreement. Upon issuance and payment therefore in accordance with the terms
and conditions of this  Agreement,  the Purchase Shares shall be validly issued,
fully paid and  nonassessable  and free from all taxes,  liens and charges  with
respect to the issue  thereof,  with the  holders  being  entitled to all rights
accorded to a holder of Common Stock.

<PAGE>

         (e) No Conflicts.  Except as disclosed in Schedule 3(e), the execution,
delivery and  performance  of the  Transaction  Documents by the Company and the
consummation by the Company of the transactions  contemplated hereby and thereby
(including, without limitation, the reservation for issuance and issuance of the
Purchase  Shares)  will not (i)  result in a  violation  of the  Certificate  of
Incorporation,  any Certificate of  Designations,  Preferences and Rights of any
outstanding  series of  preferred  stock of the  Company or the  By-laws or (ii)
conflict  with,  or constitute a default (or an event which with notice or lapse
of time or both would become a default)  under,  or give to others any rights of
termination,   amendment,   acceleration  or  cancellation  of,  any  agreement,
indenture or  instrument  to which the Company or any of its  Subsidiaries  is a
party, or result in a violation of any law, rule, regulation, order, judgment or
decree  (including  federal and state  securities  laws and  regulations and the
rules and regulations of the Principal  Market  applicable to the Company or any
of its  Subsidiaries) or by which any property or asset of the Company or any of
its Subsidiaries is bound or affected, except in the case of conflicts, defaults
and  violations  under clause (ii),  which could not  reasonably  be expected to
result in a Material  Adverse  Effect.  Except as  disclosed  in Schedule  3(e),
neither the Company nor its  Subsidiaries  is in  violation of any term of or in
default under its Certificate of Incorporation,  any Certificate of Designation,
Preferences  and  Rights of any  outstanding  series of  preferred  stock of the
Company or By-laws or their  organizational  charter or  by-laws,  respectively.
Except as  disclosed  in  Schedule  3(e),  neither  the  Company  nor any of its
Subsidiaries  is in  violation  of any term of or in default  under any material
contract, agreement, mortgage,  indebtedness,  indenture,  instrument, judgment,
decree or order or any statute,  rule or regulation applicable to the Company or
its  Subsidiaries,  except for possible  conflicts,  defaults,  terminations  or
amendments  which could not  reasonably  be expected to have a Material  Adverse
Effect. The business of the Company and its Subsidiaries is not being conducted,
and shall not be conducted,  in violation of any law,  ordinance,  regulation of
any governmental entity, except for possible violations, the sanctions for which
either individually or in the aggregate could not reasonably be expected to have
a Material Adverse Effect. Except as specifically contemplated by this Agreement
and as required  under the 1933 Act,  the Company is not  required to obtain any
consent, authorization or order of, or make any filing or registration with, any
court or  governmental  agency or any  regulatory or  self-regulatory  agency in
order for it to  execute,  deliver or perform  any of its  obligations  under or
contemplated by the Transaction Documents in accordance with the terms hereof or
thereof.  Except as disclosed in Schedule  3(e),  all consents,  authorizations,
orders,  filings  and  registrations  which the  Company is  required  to obtain
pursuant to the preceding  sentence shall be obtained or effected on or prior to
the Commencement Date,. Except as disclosed in Schedule 3(e), the Company is not
and has not been since January 1, 1999, in violation of the listing requirements
of the Principal Market.

         (f)  SEC  Documents;  Financial  Statements.  Except  as  disclosed  in
Schedule 3(f),  since January 1, 1999, the Company has timely filed all reports,
schedules, forms, statements and other documents required to be filed by it with
the SEC pursuant to the reporting requirements of the Securities Exchange Act of
1934, as amended (the "1934 Act") (all of the foregoing  filed prior to the date
hereof and all exhibits included therein and financial  statements and schedules
thereto and  documents  incorporated  by  reference  therein  being  hereinafter
referred to as the "SEC  Documents").  As of their  respective  dates (except as
they have been correctly  amended),  the SEC Documents  complied in all material
respects with the  requirements of the 1934 Act and the rules and regulations of
the SEC promulgated thereunder applicable to the SEC Documents,  and none of the
SEC Documents, at the time they were filed with the SEC (except as they may have
been correctly  amended),  contained any untrue  statement of a material fact or
omitted to state a material fact  required to be stated  therein or necessary in
order to make the statements  therein, in light of the circumstances under which
they were made, not  misleading.  As of their  respective  dates (except as they
have been correctly amended),  the financial  statements of the Company included
in the  SEC  Documents  complied  as to  form  in  all  material  respects  with
applicable  accounting  requirements  and the published rules and regulations of
the SEC with respect  thereto.  Such financial  statements have been prepared in
accordance with generally accepted accounting principles,  consistently applied,
during the periods  involved  (except (i) as may be otherwise  indicated in such
financial  statements  or the  notes  thereto  or (ii) in the case of  unaudited
interim statements, to the extent they may exclude footnotes or may be condensed
or summary statements) and fairly present in all material respects the financial
position  of  the  Company  as of the  dates  thereof  and  the  results  of its
operations  and cash flows for the periods then ended  (subject,  in the case of
unaudited statements, to normal year-end audit adjustments).

<PAGE>

         (g) Absence of Certain  Changes.  Except as disclosed in Schedule 3(g),
since March 31, 2000, there has been no material adverse change in the business,
properties,  operations,  financial  condition or results of  operations  of the
Company or its  Subsidiaries.  The Company has not taken any steps, and does not
currently  expect  to  take  any  steps,  to  seek  protection  pursuant  to any
bankruptcy  law  nor  does  the  Company  or any of its  Subsidiaries  have  any
knowledge or reason to believe that its creditors intend to initiate involuntary
bankruptcy proceedings.

         (h)  Absence  of  Litigation.  There is no  action,  suit,  proceeding,
inquiry  or  investigation  before or by any  court,  public  board,  government
agency, self-regulatory organization or body pending or, to the knowledge of the
Company or any of its Subsidiaries, threatened against or affecting the Company,
the Common Stock or any of the Company's Subsidiaries or any of the Company's or
the Company's  Subsidiaries'  officers or directors in their capacities as such,
which  could  reasonably  be  expected  to have a  Material  Adverse  Effect.  A
description of each action, suit, proceeding, inquiry or investigation before or
by any court, public board, government agency,  self-regulatory  organization or
body  which,  as of the date of this  Agreement,  is  pending or  threatened  in
writing  against  or  affecting  the  Company,  the  Common  Stock or any of the
Company's  Subsidiaries  or any of the Company's or the Company's  Subsidiaries'
officers or  directors  in their  capacities  as such,  is set forth in Schedule
3(h).

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

         (j) No  General  Solicitation.  Neither  the  Company,  nor  any of its
affiliates,  nor any person  acting on its or their  behalf,  has engaged in any
form of general  solicitation  or general  advertising  (within  the  meaning of
Regulation  D under  the 1933 Act) in  connection  with the offer or sale of the
Securities.

<PAGE>

         (k)  No  Integrated  Offering.  Neither  the  Company,  nor  any of its
affiliates,  nor any  person  acting on its or their  behalf  has,  directly  or
indirectly,  made any offers or sales of any security or solicited any offers to
buy any security,  under circumstances that would require registration of any of
the Securities under the 1933 Act or cause this offering of the Securities to be
integrated  with prior  offerings by the Company for purposes of the 1933 Act or
any applicable shareholder approval provisions,  including,  without limitation,
under the rules and regulations of any exchange or automated quotation system on
which any of the  securities of the Company are listed or  designated,  nor will
the  Company  or any of its  Subsidiaries  take any  action or steps  that would
require  registration  of any of the Securities  under the 1933 Act or cause the
offering of the Securities to be integrated with other offerings.

         (l) Dilutive Effect. The Company  understands and acknowledges that the
number of Purchase  Shares  purchasable  under this  Agreement  will increase in
certain  circumstances.  The Company further acknowledges that its obligation to
issue  Purchase  Shares  under this  Agreement in  accordance  with the term and
conditions  hereof is absolute  and  unconditional  regardless  of the  dilutive
effect  that  such  issuance  may  have  on the  ownership  interests  of  other
shareholders of the Company.

         (m) Intellectual  Property Rights. The Company and its Subsidiaries own
or possess  adequate  rights or licenses to use all material  trademarks,  trade
names, service marks, service mark registrations, service names, patents, patent
rights,    copyrights,    inventions,    licenses,    approvals,    governmental
authorizations,  trade secrets and rights  necessary to conduct their respective
businesses as now conducted.  Except as set forth on Schedule 3(m),  none of the
Company's  material  trademarks,   trade  names,  service  marks,  service  mark
registrations,  service names, patents, patent rights,  copyrights,  inventions,
licenses,   approvals,   government  authorizations,   trade  secrets  or  other
intellectual  property  rights have expired or terminated,  or, by the terms and
conditions thereof,  could expire or terminate within two years from the date of
this  Agreement.  The Company and its  Subsidiaries do not have any knowledge of
any infringement by the Company or its  Subsidiaries of any material  trademark,
trade name rights, patents,  patent rights,  copyrights,  inventions,  licenses,
service names, service marks, service mark registrations,  trade secret or other
similar  rights of others,  or of any such  development  of similar or identical
trade  secrets or technical  information  by others and,  except as set forth on
Schedule  3(m),  there is no claim,  action or proceeding  being made or brought
against, or to the Company's knowledge, being threatened against, the Company or
its  Subsidiaries  regarding  trademark,  trade name,  patents,  patent  rights,
invention,  copyright,  license,  service  names,  service  marks,  service mark
registrations,  trade secret or other  infringement,  which could  reasonably be
expected to have a Material Adverse Effect.

         (n)  Environmental  Laws. The Company and its  Subsidiaries  (i) are in
compliance with any and all applicable  foreign,  federal,  state and local laws
and  regulations  relating to the  protection  of human  health and safety,  the
environment  or  hazardous  or  toxic   substances  or  wastes,   pollutants  or
contaminants ("Environmental Laws"), (ii) have received all permits, licenses or
other approvals required of them under applicable  Environmental Laws to conduct
their  respective  businesses  and  (iii) are in  compliance  with all terms and
conditions of any such permit, license or approval, except where, in each of the
three  foregoing  clauses,  the  failure to so comply  could not  reasonably  be
expected to have, individually or in the aggregate, a Material Adverse Effect.

<PAGE>

         (o) Title.  The Company and its  Subsidiaries  have good and marketable
title in fee simple to all real  property and good and  marketable  title to all
personal property owned by them which is material to the business of the Company
and its Subsidiaries, in each case free and clear of all liens, encumbrances and
defects  except  such  as are  described  in  Schedule  3(o)  or  such as do not
materially  affect the value of such property and do not interfere  with the use
made and  proposed  to be made of such  property  by the  Company and any of its
Subsidiaries.  Any real property and facilities  held under lease by the Company
and any of its  Subsidiaries  are  held  by them  under  valid,  subsisting  and
enforceable leases with such exceptions as are not material and do not interfere
with the use made and proposed to be made of such  property and buildings by the
Company and its Subsidiaries.

         (p) Insurance.  The Company and each of its Subsidiaries are insured by
insurers of recognized  financial  responsibility  against such losses and risks
and in such  amounts as  management  of the  Company  believes to be prudent and
customary  in the  businesses  in which the  Company  and its  Subsidiaries  are
engaged.  Neither  the  Company  nor any such  Subsidiary  has been  refused any
insurance  coverage  sought or applied  for and neither the Company nor any such
Subsidiary  has any  reason  to  believe  that it will not be able to renew  its
existing  insurance  coverage  as and when such  coverage  expires  or to obtain
similar  coverage  from  similar  insurers as may be  necessary  to continue its
business at a cost that would not materially and adversely affect the condition,
financial or otherwise,  or the earnings,  business or operations of the Company
and its Subsidiaries, taken as a whole.

         (q) Regulatory  Permits.  The Company and its Subsidiaries  possess all
material  certificates,  authorizations  and permits  issued by the  appropriate
federal,  state or foreign  regulatory  authorities  necessary to conduct  their
respective  businesses,  and neither the  Company  nor any such  Subsidiary  has
received any notice of proceedings relating to the revocation or modification of
any such certificate, authorization or permit.

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

         (s) Transactions With Affiliates.  Except as set forth on Schedule 3(s)
and other than the grant or  exercise  of stock  options  disclosed  on Schedule
3(c), none of the officers,  directors, or employees of the Company is presently
a party to any transaction  with the Company or any of its  Subsidiaries  (other
than for services as employees, officers and directors), including any contract,
agreement or other  arrangement  providing for the  furnishing of services to or
by,  providing for rental of real or personal  property to or from, or otherwise
requiring payments to or from any officer,  director or such employee or, to the
knowledge of the Company, any corporation, partnership, trust or other entity in
which any  officer,  director,  or any such  employee  has an  interest or is an
officer, director, trustee or partner.

<PAGE>

         (t) Application of Takeover  Protections.  The Company and its board of
directors have taken or will take prior to the  Commencement  Date all necessary
action, if any, in order to render  inapplicable any control share  acquisition,
business  combination,  poison pill (including any  distribution  under a rights
agreement) or other similar  anti-takeover  provision  under the  Certificate of
Incorporation  or the laws of the state of its  incorporation  which is or could
become  applicable to the Buyer as a result of the transactions  contemplated by
this Agreement,  including,  without  limitation,  the Company's issuance of the
Securities and the Buyer's ownership of the Securities.

         (u) Foreign  Corrupt  Practices.  Neither the  Company,  nor any of its
Subsidiaries,  nor any director, officer, agent, employee or other person acting
on behalf of the  Company or any of its  Subsidiaries  has, in the course of its
actions  for, or on behalf of, the  Company,  used any  corporate  funds for any
unlawful contribution,  gift,  entertainment or other unlawful expenses relating
to  political  activity;  made any direct or  indirect  unlawful  payment to any
foreign or  domestic  government  official  or employee  from  corporate  funds;
violated  or is in  violation  of any  provision  of the  U.S.  Foreign  Corrupt
Practices Act of 1977, as amended; or made any unlawful bribe,  rebate,  payoff,
influence payment, kickback or other unlawful payment to any foreign or domestic
government official or employee.

         4.       COVENANTS.

         (a) Filing of Registration Statement. The Company shall within five (5)
Trading Days from the date hereof file a new registration statement covering the
sale of at least  5,000,000  shares of Common  Stock.  The Buyer and its counsel
shall have a reasonable opportunity to review and comment upon such registration
statement or amendment to such registration statement and any related prospectus
prior to its filing with the SEC. The Company shall use its best efforts to have
such registration  statement or amendment  declared  effective by the SEC at the
earliest possible date.

         (b) Blue Sky. The Company shall,  on or before the  Commencement  Date,
take such action, if any, as the Company shall reasonably determine is necessary
in order to obtain an exemption for or to qualify the Commitment  Shares and the
Purchase  Shares  for  sale  to the  Buyer  pursuant  to  this  Agreement  under
applicable securities or "Blue Sky" laws of the states of the United States, and
shall  provide  evidence of any such action so taken to the Buyer on or prior to
the  Commencement  Date. The Company shall make all filings and reports relating
to the offer and sale of the Commitment  Shares and the Purchase Shares required
under  applicable  securities  or "Blue  Sky" laws of the  states of the  United
States following the Commencement Date.

         (c)  No  Variable  Priced  Financing.   Other  than  pursuant  to  this
Agreement,  the Company  agrees that beginning on the date of this Agreement and
ending on the date of termination of this Agreement (as provided in Section 9(k)
hereof),  neither  the Company nor any of its  Subsidiaries  shall,  without the
prior written consent of the Buyer, contract for any equity financing (including
any debt financing with an equity  component) or issue any equity  securities of
the Company or any Subsidiary or securities  convertible or exchangeable into or
for  equity  securities  of  the  Company  or  any  Subsidiary  (including  debt
securities with an equity component) which, in any case (i) are convertible into
or exchangeable for an indeterminate  number of shares of common stock, (ii) are
convertible  into or exchangeable  for Common Stock at a price which varies with
the market price of the Common Stock,  (iii) directly or indirectly  provide for
any "re-set" or adjustment of the purchase  price,  conversion  rate or exercise
price  after the  issuance of the  security,  or (iv)  contain any  "make-whole"
provision  based upon,  directly or  indirectly,  the market price of the Common
Stock after the issuance of the security,  in each case,  other than  reasonable
and customary  anti-dilution  adjustments for issuance of shares of Common Stock
at a price which is below the market price of the Common Stock.

<PAGE>

         (d) Listing.  The Company shall  promptly  secure the listing of all of
the Purchase Shares and Commitment Shares upon each national securities exchange
and automated  quotation  system,  if any, upon which shares of Common Stock are
then listed (subject to official notice of issuance) and shall maintain, so long
as any other shares of Common Stock shall be so listed, such listing of all such
securities  from  time to time  issuable  under  the  terms  of the  Transaction
Documents.  The Company  shall  maintain the Common  Stock's  authorization  for
quotation  on  the  Principal  Market.  Neither  the  Company  nor  any  of  its
Subsidiaries  shall take any action that would be reasonably  expected to result
in the delisting or suspension of the Common Stock on the Principal Market.  The
Company shall  promptly,  and in no event later than the following  Trading Day,
provide to the Buyer copies of any notices it receives from the Principal Market
regarding  the  continued  eligibility  of the Common  Stock for listing on such
automated  quotation  system or securities  exchange.  The Company shall pay all
fees and expenses in  connection  with  satisfying  its  obligations  under this
Section.

         (e)  Limitation  on Short  Sales and  Hedging  Transactions.  The Buyer
agrees that  beginning on the date of this  Agreement  and ending on the date of
termination of this  Agreement as provided in Section  11(k),  the Buyer and its
agents,  representatives and affiliates shall not in any manner whatsoever enter
into or effect,  directly or  indirectly,  any (i) "short sale" (as such term is
defined  in Rule  3b-3 of the 1934  Act) of the  Common  Stock  or (ii)  hedging
transaction,  which  establishes a net short position with respect to the Common
Stock;  provided,  however,  that such  restrictions  shall not apply (i) if the
Buyer submits after a sale of shares of Common Stock a Purchase Notice entitling
the Buyer to  receive a number of shares of Common  Stock at least  equal to the
number of shares so sold or (ii) if an Event of Default has occurred,  including
any failure by the Company to timely  issue any Purchase  Shares  required to be
issued pursuant to the terms of this Agreement.

         (f)  Issuance  of  Initial  Commitment  Shares/Limitation  on  Sales of
Commitment  Shares. The Company shall issue to the Buyer promptly after the date
hereof,  1,054,945 shares of Common Stock (the "Initial Commitment Shares"). The
Initial  Commitment  Shares  shall be issued and  delivered  to the Buyer by the
Company's  transfer  agent  in  certificated  form  and in  accordance  with the
Transfer Agent  instructions  attached  hereto as Exhibit I, which  instructions
shall be executed and  delivered by the Company to the Transfer  Agent  promptly
following the date hereof. The Buyer agrees that the Buyer shall not transfer or
sell the Initial  Commitment  Shares until the  Commencement  Date or until this
Agreement  has been  terminated.  The  Buyer  agrees  that the  Buyer  shall not
transfer or sell the Commitment Shares (as defined in Section 7(b) hereof) until
the  Maturity  Date or  until  this  Agreement  has been  terminated,  provided,
however,  that the  restrictions set forth in this sentence shall not apply: (i)
in  connection  with any  transfers  to or among  affiliates  (as defined in the
Securities Exchange Act of 1934, as amended), (ii) in connection with any pledge
in connection with a bona fide loan or margin  account,  or (iii) if an Event of
Default has  occurred,  or any event which,  after notice  and/or lapse of time,
would become an Event of Default, including any failure by the Company to timely
issue Purchase Shares under this Agreement.  Notwithstanding  the forgoing,  the
Buyer may transfer  Commitment Shares to a third party in order to settle a sale
made by the Buyer  where the Buyer  reasonably  expects  the  Company to deliver
Purchase Shares to the Buyer under this Agreement so long as the Buyer maintains
ownership  of the same overall  number of shares of Common Stock by  "replacing"
the  Commitment  Shares so  transferred  with Purchase  Shares when the Purchase
Shares are actually issued by the Company to the Buyer.

<PAGE>

         (h) Due Diligence. The Buyer shall have the right, from time to time as
the Buyer may reasonably deem appropriate,  to perform  reasonable due diligence
on the Company during normal  business  hours.  The Company and its officers and
employees  shall  reasonably  cooperate  with the Buyer in  connection  with any
reasonable  request by the Buyer  related to the  Buyer's due  diligence  of the
Company.

         (i) Reservation of Shares.  The Company shall, so long as any Available
Amount is  outstanding,  reserve and keep  available out of its  authorized  and
unissued  Common Stock,  solely for the purpose of effecting the purchase of the
Available  Amount,  such number of shares of Common  Stock as shall from time to
time be  sufficient  to effect the  purchase of the entire  remaining  Available
Amount, without regard to any restrictions or limitations on purchases.

         (j) SEC Reports. The Company shall timely file all reports,  schedules,
forms,  statements and other  documents  required to be filed by it with the SEC
pursuant to the reporting requirements of the 1934 Act.

         5.       TRANSFER AGENT INSTRUCTIONS.

         All of the  Purchase  Shares and  Commitment  Shares to be issued under
this  Agreement  shall be  issued  without  any  restrictive  legend  (provided,
however, that the Initial Commitment Shares shall initially be issued subject to
a  restrictive  legend) and shall be issued by the Company's  transfer  agent in
certificated form or via The DTC Fast Automated  Securities Transfer Program, by
crediting  the  appropriate  number of shares of Common Stock to which the Buyer
shall be entitled to the Buyer's or its designee's  balance account with The DTC
through The DTC DWAC system. The Company shall issue irrevocable instructions to
its transfer agent, and any subsequent  transfer agent, to issue Purchase Shares
in the name of the Buyer or its respective  nominee(s),  for the Purchase Shares
(the  "Irrevocable  Transfer Agent  Instructions").  The Company warrants to the
Buyer that no instruction other than the Irrevocable Transfer Agent Instructions
referred  to in this  Section 5, will be given by the  Company  to its  transfer
agent with respect to the Purchase Shares and that the Commitment Shares and the
Purchase Shares shall otherwise be freely  transferable on the books and records
of the  Company  as and to  the  extent  provided  in  this  Agreement  and  the
Registration  Rights Agreement  subject to the provisions of Section 4(f) in the
case of the Commitment Shares.

         6.       CONDITIONS TO THE COMPANY'S OBLIGATION TO COMMENCE
                  SALES OF SHARES OF COMMON STOCK.

         The  obligation  of the  Company  hereunder  to  commence  sales of the
Purchase  Shares  is  subject  to the  satisfaction  of  each  of the  following
conditions on or before the  Commencement  Date,  provided that these conditions
are for the Company's  sole benefit and may be waived by the Company at any time
in its sole discretion by providing the Buyer with prior written notice thereof:

         (a) The Buyer shall have executed each of the Transaction  Documents to
which  it is a party  and  delivered  the  same  to the  Company  including  the
Registration Rights Agreement substantially in the form of Exhibit C hereto (the
"Registration Rights Agreement").

         (b)  Subject  to  the  Company's   compliance   with  Section  4(a),  a
registration  statement  covering  the sale of  Commitment  Shares and  Purchase
Shares in an amount of not less than 5,000,000 shares of Common Stock shall have
been  declared  effective  under the 1933 Act by the SEC and no stop  order with
respect to the Registration Statement shall be pending or threatened by the SEC.

<PAGE>

         (c) The  representations  and warranties of the Buyer shall be true and
correct  in  all  material  respects  as of the  date  when  made  and as of the
Commencement  Date as though made at that time (except for  representations  and
warranties  that  speak  as of a  specific  date),  and  the  Buyer  shall  have
performed,  satisfied and complied in all material  respects with the covenants,
agreements and conditions required by this Agreement to be performed,  satisfied
or complied with by the Buyer at or prior to the Commencement Date.

         7.       CONDITIONS TO THE BUYER'S OBLIGATION TO COMMENCE
                  PURCHASES OF SHARES OF COMMON STOCK.

         The  obligation of the Buyer to commence  purchases of Purchase  Shares
under  this  Agreement  is  subject  to  the  satisfaction,  on  or  before  the
Commencement  Date,  of each of the  following  conditions,  provided that these
conditions  are for the Buyer's  sole  benefit and may be waived by the Buyer at
any time in its sole  discretion  by providing  the Company  with prior  written
notice thereof:

         (a) The Company shall have executed each of the  Transaction  Documents
and delivered the same to the Buyer including the Registration  Rights Agreement
substantially in the form of Exhibit C hereto.

         (b)  Immediately  upon  effectiveness  of  the  registration  statement
described in Section 7(l) below the Company  shall take all action  necessary to
remove the restrictive legend from the Initial Commitment Shares, including, but
not limited to,  issuing any and all  instructions  as may be  requested  by the
Company's  transfer agent and causing the Company's counsel to deliver any legal
opinions  as may be  required  in  connection  therewith.  In the event that the
Commencement Share Amount exceeds 1,054,945,  then the Company shall have issued
to the Buyer a number of shares of Common Stock equal to the Commencement  Share
Amount less 1,054,945 (the "Additional  Commitment Shares" and together with the
Initial Commitment Shares, the "Commitment  Shares").  The Additional Commitment
Shares  shall  not  bear  any  legend  restricting  transfer  of the  Additional
Commitment Shares and shall not be subject to any stop-transfer restrictions and
shall otherwise be freely  transferable on the books and records of the Company.
In connection with the issuance of the Additional Commitment Shares, if any, the
Company  shall  execute and deliver to the  transfer  agent the  Transfer  Agent
Instructions attached as Exhibit J hereto. .

         (c) The Common Stock shall be authorized for quotation on the Principal
Market, trading in the Common Stock shall not have been within the last 365 days
suspended by the SEC or the  Principal  Market and the  Purchase  Shares and the
Commitment Shares shall be approved for listing upon the Principal Market.

         (d) The Buyer shall have received the opinions of the  Company's  legal
counsel  dated as of the  Commencement  Date in the form of  Exhibit D  attached
hereto.

         (e) The representations and warranties of the Company shall be true and
correct  in all  material  respects  (except  to the  extent  that  any of  such
representations and warranties is already qualified as to materiality in Section
3 above, in which case, such  representations  and warranties  shall be true and
correct  without further  qualification)  as of the date when made and as of the
Commencement  Date as though made at that time (except for  representations  and
warranties  that  speak  as of a  specific  date)  and the  Company  shall  have
performed, satisfied and complied with the covenants,  agreements and conditions
required by the  Transaction  Documents to be  performed,  satisfied or complied
with by the Company at or prior to the  Commencement  Date. The Buyer shall have
received a  certificate,  executed by the CEO,  President or CFO of the Company,
dated as of the Commencement  Date, to the foregoing effect in the form attached
hereto as Exhibit E.

<PAGE>

         (f)  The  Board  of  Directors  of  the  Company   shall  have  adopted
resolutions  in the form  attached  hereto as  Exhibit F which  shall be in full
force  and  effect  without  any  amendment  or  supplement  thereto  as of  the
Commencement Date.

         (g) As of the Commencement Date, the Company shall have reserved out of
its  authorized and unissued  Common Stock,  solely for the purpose of effecting
purchases of Purchase  Shares  hereunder,  at least  6,000,000  shares of Common
Stock.

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

         (i) The  Company  shall  have  delivered  to the  Buyer  a  certificate
evidencing  the  incorporation  and good standing of the Company in the State of
Nevada  issued  by the  Secretary  of State of the  State of Nevada as of a date
within ten (10) Trading Days of the Commencement Date.

         (j) The Company shall have  delivered to the Buyer a certified  copy of
the Certificate of  Incorporation  as certified by the Secretary of State of the
State of Nevada within ten (10) Trading Days of the Commencement Date.

         (k) The  Company  shall  have  delivered  to the  Buyer  a  secretary's
certificate  executed  by  the  Secretary  of  the  Company,  dated  as  of  the
Commencement Date, in the form attached hereto as Exhibit H.

         (l) A registration statement covering the sale of Commitment Shares and
Purchase  Shares in an amount of not less than 5,000,000  shares of Common Stock
shall  have been  declared  effective  under the 1933 Act by the SEC and no stop
order with respect to the registration  statement shall be pending or threatened
by the SEC. The Company  shall have  prepared and delivered to the Buyer a final
form of Prospectus  to be used by the Buyer in connection  with any sales of any
Commitment  Shares or any  Purchase  Shares.  The  Company  shall  have made all
filings under all  applicable  federal and state  securities  laws  necessary to
consummate  the  issuance  of the  Commitment  Shares  and the  Purchase  Shares
pursuant to this Agreement in compliance with such laws.

         (m) No Event of Default has occurred,  or any event which, after notice
and/or lapse of time, would become an Event of Default has occurred.

         (n) On or prior to the  Commencement  Date,  the Company shall take all
necessary action, if any, and such actions as reasonably requested by the Buyer,
in  order  to  render  inapplicable  any  control  share  acquisition,  business
combination,  shareholder rights plan or poison pill (including any distribution
under a rights  agreement) or other similar  anti-takeover  provision  under the
Certificate of Incorporation or the laws of the state of its incorporation which
is or could  become  applicable  to the  Buyer as a result  of the  transactions
contemplated by this Agreement,  including,  without  limitation,  the Company's
issuance of the Securities and the Buyer's ownership of the Securities.

<PAGE>

         8.       INDEMNIFICATION.

         In  consideration  of  the  Buyer's   execution  and  delivery  of  the
Transaction  Documents and acquiring the Securities hereunder and in addition to
all of the Company's  other  obligations  under the Transaction  Documents,  the
Company shall defend, protect,  indemnify and hold harmless the Buyer and all of
its  affiliates,  shareholders,  officers,  directors,  employees  and direct or
indirect   investors  and  any  of  the  foregoing   person's  agents  or  other
representatives  (including,  without  limitation,  those retained in connection
with  the  transactions  contemplated  by  this  Agreement)  (collectively,  the
"Indemnitees")  from and against any and all actions,  causes of action,  suits,
claims, losses, costs, penalties, fees, liabilities and damages, and expenses in
connection therewith  (irrespective of whether any such Indemnitee is a party to
the  action  for which  indemnification  hereunder  is  sought),  and  including
reasonable  attorneys' fees and disbursements  (the "Indemnified  Liabilities"),
incurred by any Indemnitee as a result of, or arising out of, or relating to (a)
any  misrepresentation  or breach of any  representation or warranty made by the
Company in the  Transaction  Documents or any other  certificate,  instrument or
document  contemplated  hereby  or  thereby,  (b) any  breach  of any  covenant,
agreement or obligation of the Company contained in the Transaction Documents or
any other certificate, instrument or document contemplated hereby or thereby, or
(c) any cause of action,  suit or claim brought or made against such  Indemnitee
and arising out of or resulting  from the  execution,  delivery,  performance or
enforcement of the Transaction Documents or any other certificate, instrument or
document  contemplated  hereby or  thereby.  To the  extent  that the  foregoing
undertaking  by the Company  may be  unenforceable  for any reason,  the Company
shall make the maximum  contribution to the payment and  satisfaction of each of
the Indemnified Liabilities which is permissible under applicable law.

         9.       EVENTS OF DEFAULT.

         An "Event of Default"  shall be deemed to have  occurred at any time as
any of the following events occurs:

         (a) while any  registration  statement  is  required  to be  maintained
effective  pursuant  to the  terms of the  Registration  Rights  Agreement,  the
effectiveness of such registration  statement lapses for any reason  (including,
without limitation, the issuance of a stop order) or is unavailable to the Buyer
for sale of all of the  Registrable  Securities (as defined in the  Registration
Rights  Agreement)  in  accordance  with the  terms of the  Registration  Rights
Agreement,  and such lapse or unavailability  continues for a period of ten (10)
consecutive  Trading  Days or for more than an  aggregate of thirty (30) Trading
Days in any 365-day period;

         (b) the  suspension  from  trading or failure of the Common Stock to be
listed on the Principal Market for a period of ten (10) consecutive Trading Days
or for more than an aggregate of thirty (30) Trading Days in any 365-day period;

         (c) the  failure of the  Company or the Common  Stock to fully meet the
requirements  for continued  listing on the Principal Market for a period of ten
(10)  consecutive  Trading  Days or for more than an  aggregate  of thirty  (30)
Trading Days in any 365-day period;

         (d) the Company's or the Transfer Agent's notice, verbal or written, to
the  Buyer,  including  by way of  public  announcement,  at  any  time,  of its
intention  not to comply with a proper  request for purchase of Purchase  Shares
under this Agreement that is tendered in accordance  with the provisions of this
Agreement,  or the failure of the Company to deliver a Company  Confirmation  of
Purchase  Notice to the Buyer and to the Transfer  Agent in accordance  with the
provisions  of this  Agreement  within two (2) Trading Days after the receipt by
the  Company of a Purchase  Notice  (subject to  extension  in  accordance  with
Section  1(e)(iii) for a good faith dispute made in accordance with the terms of
Section 1(e)(iii)); or the failure for any reason by the Transfer Agent to issue
Purchase  Shares to the Buyer within five (5) Trading Days after the  applicable
Purchase Date;

<PAGE>

         (e) Janet  Greeson is not both (x) a member of the  Company's  Board of
Directors, and (y) Chief Executive Officer or President of the Company;

         (f) the Company  breaches  any  representation,  warranty,  covenant or
other term or condition under any Transaction Document if such breach could have
a  Material  Adverse  Effect and  except,  in the case of a breach of a covenant
which is reasonably  curable,  only if such breach  continues for a period of at
least ten (10) Trading Days;

         (g)  any  payment   default  under  any  contract   whatsoever  or  any
acceleration  prior  to  maturity  of  any  mortgage,   indenture,  contract  or
instrument  under  which there may be issued or by which there may be secured or
evidenced  any  indebtedness  for money  borrowed  by the  Company  or for money
borrowed the  repayment  of which is  guaranteed  by the  Company,  whether such
indebtedness or guarantee now exists or shall be created hereafter, which in any
case, is in excess of $1,000,000;

         (h) if any Person  commences a proceeding  against the Company pursuant
to or within the meaning of any Bankruptcy Law;

         (i) if the Company  pursuant to or within the meaning of any Bankruptcy
Law; (A) commences a voluntary  case,  (B) consents to the entry of an order for
relief against it in an involuntary  case, (C) consents to the  appointment of a
Custodian of it or for all or  substantially  all of its  property,  (D) makes a
general assignment for the benefit of its creditors,  (E) becomes insolvent,  or
(F) is generally unable to pay its debts as the same become due; or

         (j) a court of competent  jurisdiction  enters an order or decree under
any Bankruptcy Law that; (A) is for relief against the Company in an involuntary
case, (B) appoints a Custodian of the Company or for all or substantially all of
its property, or (C) orders the liquidation of the Company or any Subsidiary.

In addition  to any other  rights and  remedies  under  applicable  law and this
Agreement, including the Buyer termination rights under Section 11(k) hereof, so
long as an Event of Default  has  occurred  and is  continuing,  or if any event
which, after notice and/or lapse of time, would become an Event of Default,  has
occurred  and is  continuing,  the Buyer shall not be  obligated to purchase any
shares of Common  Stock  under  this  Agreement.  If  pursuant  to or within the
meaning of any  Bankruptcy  Law, the Company  commences a voluntary  case or any
Person commences a proceeding  against the Company, a Custodian is appointed for
the  Company or for all or  substantially  all of its  property,  or the Company
makes a general assignment for the benefit of its creditors, (any of which would
be an Event of Default as described in Sections 9(h), 9(i) and 9(j) hereof) this
Agreement shall automatically  terminate without any liability or payment to the
Company without further action or notice by any Person.  No such  termination of
this Agreement under Section  11(k)(i) shall affect the Company's or the Buyer's
obligations  under this  Agreement  with  respect to pending  purchases  and the
Company and the Buyer shall complete their  respective  obligations with respect
to any pending purchases under this Agreement.

<PAGE>

         10.      CERTAIN DEFINED TERMS.

         For  purposes of this  Agreement,  the  following  terms shall have the
following meanings:

         (a) "1933 Act" means the Securities Act of 1933, as amended.

         (b)   "Available   Amount"   means   initially   Ten  Million   Dollars
($10,000,000)  in the  aggregate  which  amount shall be reduced by the Purchase
Amount as the Buyer  purchases  shares of Common  Stock  pursuant  to  Section 1
hereof.

         (c) "Bankruptcy  Law" means Title 11, U.S. Code, or any similar federal
or state law for the relief of debtors.

         (d) "Closing  Sale Price" means,  for any security as of any date,  the
last closing trade price for such  security on the Principal  Market as reported
by  Bloomberg,  or,  if the  Principal  Market is not the  principal  securities
exchange or trading  market for such  security,  the last closing trade price of
such security on the principal  securities exchange or trading market where such
security is listed or traded as reported by Bloomberg.

         (e)  "Commencement  Share  Amount"  means a number  of shares of Common
Stock  equal to 12% of  $10,000,000  divided  by the  arithmetic  average of the
Closing Sale Price of the Common Stock for the five (5) consecutive Trading Days
immediately preceding the Trading Day which is two (2) Trading Days prior to the
Commencement Date.

         (f) "Custodian" means any receiver,  trustee,  assignee,  liquidator or
similar official under any Bankruptcy Law.

         (g) "Fixed Purchase Price" means $20.00, appropriately adjusted for any
reorganization,  recapitalization,  non-cash  dividend,  stock  split  or  other
similar transaction.

         (h)  "Major   Transaction"   means  any  of  the  following:   (A)  the
consolidation,  merger or other business combination of the Company into another
Person  (other  than  pursuant  to a migratory  merger  effected  solely for the
purpose of changing the jurisdiction of  incorporation of the Company);  (B) any
transaction by the Company, including the contract, license, sale or acquisition
by the Company of securities,  services,  assets or property,  which involves or
which could reasonably be expected to involve a fair value of $3,000,000 or more
in a single transaction or series of related  transactions;  (C) the issuance of
debt or equity  securities in a transaction or a series of related  transactions
involving  the  receipt  by the  Company of  aggregate  proceeds  of  $3,000,000
(including fees and expenses paid with respect to the issuance  thereof) or more
with  any  entity  other  than  the  Buyer  or any of its  affiliates;  or (D) a
purchase,  tender or exchange  offer made by any person  other than the Buyer or
any of the Buyer's affiliates to the holders of more than 50% of the outstanding
shares of Common Stock.

         (i) "Mandatory  Purchase Rights" means the mandatory purchase rights of
the Company pursuant to Section 1(c).

<PAGE>

         (j)  "Maturity  Date"  means  the date  that is 750  calendar  days (25
Monthly Periods) from the  Commencement  Date which such date may be extended by
up to an additional three (3) months by the Company, in its sole discretion,  by
written notice to the Buyer.

         (k)  "Monthly  Base  Amount"  means  Four  Hundred   Thousand   Dollars
($400,000) per Monthly Period.

         (l)  "Monthly  Period"  means each  successive  30 calendar  day period
commencing with the Commencement Date.

         (m)  "Person"  means an  individual  or entity  including  any  limited
liability  company, a partnership,  a joint venture, a corporation,  a trust, an
unincorporated  organization  and a  government  or  any  department  or  agency
thereof.

         (n)  "Principal  Market" means The Nasdaq OTC/  Bulletin  Board market,
provided,  however,  that (i) in the event the  Company's  Common  Stock is ever
listed for trading on the Nasdaq National Market,  Nasdaq SmallCap Market or the
American  Stock  Exchange,  than the  "Principal  Market"  shall mean such other
market on which the Company's Common Stock is then listed, and (ii) for purposes
of Section 9(c) hereof only,  "Principal  Market" shall mean The Nasdaq SmallCap
Market in respect of the  requirements  for  continued  listing on the Principal
Market.

         (o)  "Purchase  Amount  means  the  portion  of  the  Available  Amount
submitted in a Purchase  Notice to be used to purchase  Common Stock pursuant to
Section 1 hereof.

         (p)  "Purchase  Date"  means the actual  date that the Buyer  submits a
Purchase Notice to the Company to purchase Common Stock hereunder so long as the
Buyer shall  transmit by facsimile (or  otherwise  deliver) to the Company on or
prior to 11:59 p.m., Central Time on such date.

         (q) "Purchase  Price"  means,  as of any Purchase Date or other date of
determination,  the lower of the (A) Fixed  Purchase  Price and (B) the Variable
Purchase Price, each in effect as of such date.

         (r) "Purchase Rate" means the number of shares of Common Stock issuable
upon  purchase  of a  Purchase  Amount  as  determined  in  accordance  with the
following formula: Purchase Amount divided by the Purchase Price.

         (s) "Sale  Price"  means,  for any  security as of any date,  the trade
price for such security on the Principal Market as reported by Bloomberg, or, if
the Principal Market is not the principal  securities exchange or trading market
for such security,  the trade price of such security on the principal securities
exchange or trading  market where such  security is listed or traded as reported
by Bloomberg.

         (t) "SEC" means the United States Securities and Exchange Commission.

         (u) "Trading Day" means any day on which the  Principal  Market is open
for customary trading.

         (v) "Variable  Purchase  Price" means, as of any Purchase Date or other
date of  determination,  the lower of: (A) the  lowest  Sale Price of the Common
Stock  on the  Purchase  Date or such  other  date of  determination  or (B) the
arithmetic  average of any three (3) Closing  Sale Prices for the Common  Stock,
selected by the Buyer,  during the fifteen (15) consecutive  Trading Days ending
on the Trading Day  immediately  preceding  such  Purchase Date or other date of
determination   (to  be   appropriately   adjusted   for   any   reorganization,
recapitalization, non-cash dividend, stock split or other similar transaction).

<PAGE>

         11.      MISCELLANEOUS.

         (a) Governing Law; Jurisdiction;  Jury Trial. The corporate laws of the
State of Nevada shall govern all issues  concerning  the relative  rights of the
Company and its shareholders.  All other questions  concerning the construction,
validity,  enforcement  and  interpretation  of this  Agreement  and  the  other
Transaction  Documents  shall be governed by the  internal  laws of the State of
Illinois,  without  giving  effect  to any  choice  of law  or  conflict  of law
provision or rule (whether of the State of Illinois or any other  jurisdictions)
that would cause the application of the laws of any jurisdictions other than the
State of  Illinois.  Each party  hereby  irrevocably  submits  to the  exclusive
jurisdiction of the state and federal courts sitting in the City of Chicago, for
the  adjudication  of any  dispute  hereunder  or under  the  other  Transaction
Documents  or in  connection  herewith  or  therewith,  or with any  transaction
contemplated  hereby or discussed herein,  and hereby  irrevocably  waives,  and
agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such suit, action
or  proceeding  is  brought in an  inconvenient  forum or that the venue of such
suit,  action or proceeding is improper.  Each party hereby  irrevocably  waives
personal  service of process and  consents to process  being  served in any such
suit,  action or  proceeding  by  mailing a copy  thereof  to such  party at the
address for such notices to it under this Agreement and agrees that such service
shall  constitute  good and  sufficient  service of process and notice  thereof.
Nothing  contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST,  A JURY TRIAL FOR THE ADJUDICATION
OF ANY  DISPUTE  HEREUNDER  OR IN  CONNECTION  HEREWITH  OR ARISING  OUT OF THIS
AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

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

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

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

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

<PAGE>

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

         If to the Company:
                  Steroidogenesis Inhibitors International, Inc.
                  Bank of America Building
                  101 Convention Center Drive, S.310
                  Las Vegas, NV 89109
                  Telephone:        702-735-7006
                  Facsimile:        702-737-7016
                  Attention:        Dr. Janet Greeson, CEO

         If to the Buyer:
                  Fusion Capital Fund II, LLC
                  222 Merchandise Mart Plaza, Suite 9-112
                  Chicago, IL 60654
                  Telephone:        312-644-6644
                  Facsimile:        312-644-6244
                  Attention:        Steven G. Martin

         If to the Transfer Agent:
                  Securities Transfer Corporation
                  2591 Dallas Parkway, Suite 102
                  Frisco, TX 75034
                  Telephone:        469-633-0101
                  Facsimile:        469-633-0088
                  Attention:        Kevin Halter, Jr.

or at such other address and/or facsimile number and/or to the attention of such
other person as the  recipient  party has  specified by written  notice given to
each other  party  three (3)  Trading  Days prior to the  effectiveness  of such
change.  Written  confirmation  of receipt  (A) given by the  recipient  of such
notice,   consent,   waiver  or  other   communication,   (B)   mechanically  or
electronically  generated by the sender's facsimile machine containing the time,
date, and recipient facsimile number or (C) provided by a nationally  recognized
overnight  delivery service,  shall be rebuttable  evidence of personal service,
receipt by facsimile or receipt from a nationally  recognized overnight delivery
service in accordance with clause (i), (ii) or (iii) above, respectively.

<PAGE>

         (g)  Successors and Assigns.  This Agreement  shall be binding upon and
inure to the benefit of the parties and their respective successors and assigns.
The  Company  shall not  assign  this  Agreement  or any  rights or  obligations
hereunder without the prior written consent of the Buyer, including by merger or
consolidation.  The Buyer may not assign its rights under this Agreement without
the consent of the Company,  other than to an affiliate of the Buyer  controlled
by Steven G. Martin or Joshua B. Scheinfeld.

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

         (i)  Publicity.  The  Buyer  shall  have the  right to  approve  before
issuance  any press  releases  or any other  public  disclosure  (including  any
filings  with the SEC) with  respect to the  transactions  contemplated  hereby;
provided,  however,  that the  Company  shall be  entitled,  without  the  prior
approval  of any Buyer,  to make any press  release or other  public  disclosure
(including  any filings  with the SEC) with respect to such  transactions  as is
required  by  applicable  law and  regulations  (although  the  Buyer  shall  be
consulted  by the  Company in  connection  with any such press  release or other
public  disclosure  prior  to its  release  and  shall be  provided  with a copy
thereof).

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

         (k) Termination. This Agreement may be terminated only as follows:

                  (i) By the Buyer any time an Event of Default  exists  without
         any  liability  or payment to the Company.  However,  if pursuant to or
         within the  meaning of any  Bankruptcy  Law,  the  Company  commences a
         voluntary  case  or any  Person  commences  a  proceeding  against  the
         Company,  a  Custodian  is  appointed  for  the  Company  or for all or
         substantially  all of its  property,  or the  Company  makes a  general
         assignment for the benefit of its creditors,  (any of which would be an
         Event of Default as described in Sections  9(h),  9(i) and 9(j) hereof)
         this Agreement shall  automatically  terminate without any liability or
         payment to the Company  without further action or notice by any Person.
         No such termination of this Agreement under this Section 11(k)(i) shall
         affect the Company's or the Buyer's  obligations  under this  Agreement
         with respect to pending  purchases  and the Company and the Buyer shall
         complete  their  respective  obligations  with  respect to any  pending
         purchases under this Agreement.

                  (ii)  In the  event  that  the  Commencement  shall  not  have
         occurred, the Company shall have the option to terminate this Agreement
         for any reason or for no reason  without  liability of any party to any
         other party.  If this Agreement is terminated  pursuant to this Section
         11(k)(ii),  the Company shall issue to the Buyer the Initial Commitment
         Shares  immediately  prior to the termination  hereof in the event such
         shares have not previously been delivered to the Buyer. In addition, in
         the event the  Termination  Share  Amount (as  defined  below)  exceeds
         1,054,945,  then the Company  shall also issue to the Buyer a number of
         shares of Common  Stock  equal to the  Termination  Share  Amount  less
         1,054,945. The Termination Share Amount shall mean the number of shares
         of Common Stock equal to 12% of  $10,000,000  divided by the arithmetic
         average of the Closing Sale Prices of the Common Stock for the five (5)
         consecutive Trading Days immediately preceding the Trading Day which is
         two  (2)  Trading  Days  prior  to the  date  of  termination  of  this
         Agreement.  The  number of  Commitment  Shares  shall be  appropriately
         adjusted for any reorganization,  recapitalization,  non-cash dividend,
         stock split or other similar transaction.

<PAGE>

                  (iii)  In the  event  that  the  Commencement  shall  not have
         occurred on or before  February 28, 2000, due to the failure to satisfy
         the  conditions set forth in Sections 6 and 7 above with respect to the
         Commencement  (and the  nonbreaching  party's  failure  to  waive  such
         unsatisfied condition(s)), the nonbreaching party shall have the option
         to  terminate  this  Agreement at the close of business on such date or
         thereafter  without  liability of any party to any other party. If this
         Agreement is terminated  pursuant to this Section  11(k)(iii)  prior to
         the  Commencement  other than solely as a result of any material breach
         of the Buyer's  obligation  hereunder,  the Company  shall issue to the
         Buyer the Initial  Commitment  Shares  immediately upon the termination
         hereof in the event such shares have not  previously  been delivered to
         the Buyer.  In  addition,  in the event the  Termination  Share  Amount
         exceeds  1,054,945,  then the  Company  shall also issue to the Buyer a
         number of shares of Common Stock equal to the Termination  Share Amount
         less 1,054,945.  The number of Commitment Shares shall be appropriately
         adjusted for any reorganization,  recapitalization,  non-cash dividend,
         stock split or other similar transaction.

                  (iv) If by the Maturity  Date, for any reason or for no reason
         the full  Available  Amount under this Agreement has not been purchased
         as provided for in Section 1 of this  Agreement,  by the Buyer  without
         any liability or payment to the Company.

                  (v) At any time after the  Commencement  Date,  and so long as
         the Company has  provided  appropriate  notice as described  below,  if
         during any ten (10) consecutive  Trading Days the Closing Sale Price of
         the Common Stock is below the Fixed Purchase Price for each of such ten
         (10)  Trading  Days,  the Company  shall have three (3) Trading Days to
         give  written  notice (a  "Company  Termination  Notice")  to the Buyer
         electing to terminate this  Agreement  without any liability or payment
         to the Buyer (a "Company Termination").  The Company Termination Notice
         shall not be  effective  until three (3) Trading Days after it has been
         received by the Buyer.  Any  Purchase  Notices  submitted  by the Buyer
         which have a Purchase  Date on or prior to the third (3rd)  Trading Day
         after receipt by the Buyer of the Company  Termination  Notice, must be
         honored by the Company as otherwise  provided  herein.  The Company may
         not deliver a Company  Termination Notice or otherwise effect a Company
         Termination  in   anticipation   of  or  in  connection  with  a  Major
         Transaction until such Major  Transaction  (whether or not consummated)
         has been publicly disclosed for a period of at least sixty (60) Trading
         Days.  In the event that within  sixty (60)  Trading  Days of a Company
         Termination,  the Company publicly  discloses that a Major  Transaction
         has been consummated or may be consummated, the Buyer shall be entitled
         to the following  payment equal to the Purchase Rate  (determined as of
         the date of the Company  Termination  Notice assuming a Purchase Amount
         equal to the remaining  Available Amount)  multiplied by the amount, if
         any that (A) the  arithmetic  average of the Closing Sale Price for the
         Common Stock for the ten (10) Trading Days  following  either:  (1) the
         public  disclosure of the Major  Transaction or (2) the consummation of
         the Major  Transaction,  as  selected  by the  Buyer,  exceeds  (B) the
         Purchase  Price  determined as of the date the Company  Termination  is
         effected. Any payments under the previous sentence shall be made either
         in the form of cash or  registered,  freely  tradable  shares of Common
         Stock,  eleven  (11)  Trading  Days  following  either:  (1) the public
         disclosure  of the Major  Transaction  or (2) the  consummation  of the
         Major  Transaction,  as selected by the Buyer.  To the extent that such
         payment has not been paid by the fifth (5th) Trading Date after its due
         date, the Buyer shall be entitled to interest in an amount equal to one
         percent (1.0%) of the unpaid amount per day, payable on demand. If paid
         in shares of Common Stock, the "dollar value" per share of Common Stock
         shall be the average of the Closing Sale Prices of the Common Stock for
         the five (5) consecutive Trading Days prior to the payment date.

<PAGE>

                  (vi) This Agreement shall automatically  terminate on the date
         that the Company  sells and the Buyer  purchases  Ten  Million  Dollars
         ($10,000,000) of Common Stock as provided herein, without any action or
         notice on the part of any party.

Except as set forth in Sections 11(k)(i) and 11(k)(vi),  any termination of this
Agreement  pursuant to this  Section  11(k) shall be effected by written  notice
from the Company to the Buyer, or the Buyer to the Company,  as the case may be,
setting forth the basis for the  termination  hereof.  The  representations  and
warranties  of the Company and the Buyer  contained  in Sections 2 and 3 hereof,
the indemnification  provisions set forth in Section 8 hereof and the agreements
and covenants set forth in Section 11, shall  survive the  Commencement  and any
termination of this Agreement. No termination of this Agreement shall effect the
Company's  or the  Buyer's  obligations  under this  Agreement  with  respect to
pending  purchases and the Company and the Buyer shall complete their respective
obligations with respect to any pending purchases under this Agreement.

         (l) No  Financial  Advisor,  Placement  Agent,  Broker or  Finder.  The
Company acknowledges that it has retained Alliance Financial, LLC and Josephberg
Gross & Co.,  Inc. as financial  advisors in  connection  with the  transactions
contemplated  hereby.  The Company  represents and warrants to the Buyer that it
has not engaged any other financial advisor,  placement agent,  broker or finder
in connection with the transactions  contemplated  hereby.  The Buyer represents
and  warrants to the Company  that it has not  engaged  any  financial  advisor,
placement   agent,   broker  or  finder  in  connection  with  the  transactions
contemplated  hereby.  The Company shall be  responsible  for the payment of any
fees or commissions,  if any, of any financial advisor,  placement agent, broker
or finder relating to or arising out of the  transactions  contemplated  hereby.
The Company shall pay, and hold the Buyer harmless against, any liability,  loss
or expense  (including,  without  limitation,  attorneys' fees and out of pocket
expenses) arising in connection with any such claim.

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

         (n) Remedies,  Other  Obligations,  Breaches and Injunctive Relief. The
Buyer's remedies  provided in this Agreement shall be cumulative and in addition
to all other remedies available to the Buyer under this Agreement,  at law or in
equity  (including  a decree of specific  performance  and/or  other  injunctive
relief),  no remedy of the Buyer  contained  herein  shall be deemed a waiver of
compliance  with the  provisions  giving rise to such remedy and nothing  herein
shall limit the Buyer's  right to pursue  actual  damages for any failure by the
Company to comply with the terms of this  Agreement.  The  Company  acknowledges
that a breach by it of its obligations  hereunder will cause irreparable harm to
the Buyer and that the remedy at law for any such breach may be inadequate.  The
Company  therefore  agrees that,  in the event of any such breach or  threatened
breach,  the  Buyer  shall be  entitled,  in  addition  to all  other  available
remedies,  to an  injunction  restraining  any breach,  without the necessity of
showing economic loss and without any bond or other security being required.

<PAGE>

         (o)  Changes to the Terms of this  Agreement.  This  Agreement  and any
provision  hereof may only be amended by an instrument in writing  signed by the
Company and the Buyer. The term "Agreement" and all reference  thereto,  as used
throughout this instrument,  shall mean this instrument as originally  executed,
or if later amended or supplemented, then as so amended or supplemented.

         (p) Enforcement Costs. If: (i) this Agreement is placed by the Buyer in
the hands of an attorney for enforcement or is enforced by the Buyer through any
legal proceeding;  or (ii) an attorney is retained to represent the Buyer in any
bankruptcy,   reorganization,   receivership  or  other  proceedings   affecting
creditors'  rights  and  involving  a claim  under this  Agreement;  or (iii) an
attorney is retained to represent the Buyer in any other proceedings  whatsoever
in connection with this  Agreement,  then the Company shall pay to the Buyer, as
incurred by the Buyer,  all reasonable costs and expenses  including  attorneys'
fees  incurred in  connection  therewith,  in addition to all other  amounts due
hereunder.

         (q)  Failure  or  Indulgence  Not  Waiver.  No  failure or delay in the
exercise of any power,  right or privilege  hereunder  shall operate as a waiver
thereof,  nor shall any single or partial  exercise of any such power,  right or
privilege  preclude  other or further  exercise  thereof or of any other  right,
power or privilege.



                                    * * * * *



<PAGE>

         IN WITNESS  WHEREOF,  the Buyer and the Company have caused this Common
Stock Purchase Agreement to be duly executed as of the date first written above.

                                          THE COMPANY:
                                          ------------

                                          STEROIDOGENESIS INHIBITORS
                                          INTERNATIONAL, INC.

                                          By: /s/ Dr. Janet Greeson
                                          Name:  Dr. Janet Greeson
                                          Title:  Chief Executive Officer

                                          BUYER:
                                          -----

                                          FUSION CAPITAL FUND II, LLC
                                          BY: FUSION CAPITAL PARTNERS II, LLC
                                          BY: SGM HOLDINGS CORP.

                                          By: /s/ Steven G. Martin
                                          Name: Steven G. Martin
                                          Title: President