Exhibit 10.77


                           ORYX TECHNOLOGY CORPORATION


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                            COMMON STOCK AND WARRANT

                               PURCHASE AGREEMENT


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                                January 29, 2004






<PAGE>
<TABLE>
<CAPTION>
<S>      <C>      <C>                                                                                           <C>
SECTION 1             Authorization and Sale of Common Stock and Warrants........................................1

         1.1      Authorization..................................................................................1

         1.2      Sale of Common Stock and Warrants..............................................................1

SECTION 2             Closing Date; Delivery.....................................................................1

         2.1      Closing Date...................................................................................1

         2.2      Delivery.......................................................................................1

SECTION 3             Representations and Warranties of the Company..............................................2

         3.1      Organization and Standing......................................................................2

         3.2      Corporate Power................................................................................2

         3.3      Capitalization.................................................................................2

         3.4      Authorization..................................................................................3

         3.5      Financial Statements...........................................................................3

         3.6      Litigation.....................................................................................3

         3.7      Offering.......................................................................................3

         3.8      Brokers or Finders.............................................................................4

SECTION 4             Representations and Warranties of the Purchasers...........................................4

         4.1      Accredited Investor; Experience................................................................4

         4.2      Investment.....................................................................................4

         4.3      Rule 144.......................................................................................4

         4.4      Further Limitations on Disposition.............................................................5

         4.5      Legends........................................................................................5

         4.6      Access to Data.................................................................................5

         4.7      Authorization..................................................................................5

         4.8      Brokers or Finders.............................................................................5

         4.9      Tax Liability..................................................................................5

SECTION 5             Conditions of the Purchasers' Obligations at Closing.......................................6

         5.1      Representations and Warranties Correct.........................................................6

         5.2      Covenants......................................................................................6

         5.3      Compliance Certificate.........................................................................6

         5.4      Blue Sky.......................................................................................6

         5.5      Registration Rights Agreement..................................................................6

         5.6      Oryx Ventures, LLC Waiver......................................................................6

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SECTION 6             Conditions of the Company's Obligations at Closing.........................................6

         6.1      Representations and Warranties Correct.........................................................6

         6.2      Covenants......................................................................................7

         6.3      Blue Sky.......................................................................................7

         6.4      Registration Rights Agreement..................................................................7

SECTION 7             Covenants of the Purchasers................................................................7

SECTION 8             Miscellaneous..............................................................................7

         8.1      Governing Law..................................................................................7

         8.2      Survival.......................................................................................7

         8.3      Successors and Assigns.........................................................................7

         8.4      Entire Agreement; Amendment....................................................................7

         8.5      Notices, Etc...................................................................................8

         8.6      California Corporate Securities Law............................................................8

         8.7      Expenses.......................................................................................8

         8.8      Counterparts...................................................................................8

         8.9      Severability...................................................................................8

         8.10     Titles and Subtitles...........................................................................9

                  ..............................................................................................10





SCHEDULES AND EXHIBITS

Schedule I........Purchasers

     A     Form of Warrant
     B     Schedule of Exceptions
     C     Amended and Restated Certificate of Incorporation and Bylaws
     D     Form of Amended and Restated Registration Rights Agreement
     E     Financial Statements
     F     Waiver by Oryx Ventures, LLC
</TABLE>

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                           ORYX TECHNOLOGY CORPORATION

                   COMMON STOCK AND WARRANT PURCHASE AGREEMENT


         This Common Stock and Warrant Purchase  Agreement is made as of January
29, 2004 by and between Oryx Technology Corporation, a Delaware corporation (the
"Company"),  and the  purchasers  named on Schedule I attached  hereto (each,  a
"Purchaser" and, together, the "Purchasers").


                                   SECTION 1

               Authorization and Sale of Common Stock and Warrants

         1.1  Authorization.  On or before the  Closing (as defined in Section 2
below), the Company will authorize the sale and issuance of up to 360,000 shares
(the  "Shares")  of its  Common  Stock  (the  "Common  Stock")  and the sale and
issuance of  warrants in  substantially  the form  attached  hereto as Exhibit A
(collectively the "Warrants") to purchase up to an aggregate of 90,000 shares of
Common Stock at $6.00 per share.

         1.2 Sale of  Common  Stock  and  Warrants.  Subject  to the  terms  and
conditions  hereof,  the Company will issue and sell to each  Purchaser and each
Purchaser will buy from the Company severally,  and not jointly, (i) that number
of  shares  of Common  Stock at a  purchase  price of $2.50 per share and (ii) a
Warrant to purchase  that number of shares (at $6.00 per share) of Common Stock,
each as set forth next to such Purchaser's name on Schedule I. The obligation of
each Purchaser to buy is separate and  independent of the  obligations to buy of
all the other Purchasers.


                                   SECTION 2

                             Closing Date; Delivery

         2.1 Closing  Date.  The closing of the  purchase and sale of the Common
Stock and the Warrants hereunder shall be held at the offices of Manatt,  Phelps
& Phillips, LLP, 1001 Page Mill Road, Building 2, Palo Alto, California at 10:00
a.m.,  local time, on January 29, 2004 (the "Closing") or at such other time and
place upon which the Company and  Purchasers  purchasing  fifty percent (50%) or
more of the shares of Common Stock to be sold pursuant to this  Agreement  shall
agree. The date of such Closing is referred to herein as the "Closing Date."

         2.2  Delivery.  At the  Closing,  the  Company  will  deliver  to  each
Purchaser (a) a certificate or certificates,  registered in the Purchaser's name
representing  the number of Shares purchased by such Purchaser at the Closing as
set forth on Schedule I and (b) a Warrant to  purchase  that number of shares of
Common Stock as set forth on Schedule I, against  payment of the purchase prices


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therefor by (i) check payable to the Company or (ii) wire  transfer  pursuant to
the Company's instructions.


                                   SECTION 3

                  Representations and Warranties of the Company

         Except as set forth on the Company's  Schedule of  Exceptions  attached
hereto  as  Exhibit  B, the  Company  hereby  represents  and  warrants  to each
Purchaser as follows:

         3.1  Organization  and  Standing.  The  Company is a  corporation  duly
organized  and  existing  under,  and by  virtue  of,  the laws of the  State of
Delaware and is in good standing  under such laws. The Company has the requisite
corporate  power and authority to own and operate its  properties and assets and
to carry on its business as presently conducted and as proposed to be conducted.
The  Company is  presently  qualified  to do business in each state in which the
failure to be so qualified would have a material adverse effect on the Company's
business as now  conducted.  The Company has made  available  to each  Purchaser
copies of its Amended and Restated Certificate of Incorporation, as currently in
effect,  and its Bylaws, as amended to date,  attached hereto as Exhibit C. Said
copies are true,  correct,  and complete and contain all amendments  through the
Closing Date.

         3.2  Corporate  Power.  The Company  will have at the Closing  Date all
requisite  legal and  corporate  power and authority to execute and deliver this
Agreement and the Second Amended and Restated  Registration  Rights Agreement in
substantially  the form attached hereto as Exhibit D (the  "Registration  Rights
Agreement");  to sell and issue the Shares and Warrants hereunder;  to issue the
Common  Stock upon  exercise  of the  Warrants  and to carry out and perform its
obligations  under  the  terms of this  Agreement  and the  Registration  Rights
Agreement.

         3.3  Capitalization.  The  authorized  capital  stock  of  the  Company
consists of 25,000,000  shares of Common Stock,  of which  2,461,335  shares are
issued and outstanding as of the Closing Date; and 3,000,000 shares of Preferred
Stock, of which 45,000 shares have been designated  "Series A Preferred," 750 of
which are issued and outstanding. The outstanding shares of capital stock of the
Company have been duly  authorized  and validly  issued,  and are fully paid and
nonassessable.  The Company has presently  reserved 339,128 shares of its Common
Stock for issuance to  employees,  consultants,  and  directors  under its stock
option plans. As of the date of this Agreement,  there were options  outstanding
under the  Company's  stock  option  plans to purchase an  aggregate  of 219,151
shares of Common Stock and 119,977  remained  available  for future  grant.  The
Company has outstanding warrants to purchase a total of 148,954 shares of Common
Stock.  Except as otherwise  set forth in this  Agreement  and the  Registration
Rights Agreement, no options, warrants, subscriptions, or purchase rights of any
nature  (including  any  conversion  or  preemptive  rights) to acquire from the
Company shares of its capital stock or other securities are authorized,  issued,
or  outstanding,  nor is the Company  obligated  under its charter  documents or
under any agreement by which the Company is bound to issue shares of its capital
stock or other  securities  except as contemplated by this Agreement.  Except as
provided  in  the  Amended  and  Restated  Certificate  of  Incorporation,  this

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Agreement  and the  Registration  Rights  Agreement,  there  are no  agreements,
understandings,  trusts, or other  collaborative  arrangements or understandings
between the Company or any stockholder or, to the Company's knowledge, among any
stockholders, concerning the voting of the capital stock of the Company.

         3.4 Authorization. All corporate action on the part of the Company, its
directors,  and its  stockholders  necessary for the  authorization,  execution,
delivery,  and  performance  of  this  Agreement  and  the  Registration  Rights
Agreement and the authorization,  sale, issuance, and delivery of the Shares and
the Warrants  (and the Common Stock  issuable upon exercise of the Warrants) has
been  taken  or will be taken  prior  to the  Closing.  This  Agreement  and the
Registration Rights Agreement, when executed and delivered by the Company, shall
constitute valid and binding obligations of the Company, enforceable against the
Company in  accordance  with their  terms,  subject  to  applicable  bankruptcy,
insolvency,  reorganization,  moratorium  or other laws of  general  application
relating to or affecting the  enforcement of creditors'  rights.  The Shares and
the shares of Common Stock issuable upon exercise of the Warrants when issued in
compliance with the provisions of this Agreement,  the Warrants, and the Amended
and Restated  Certificate of Incorporation,  will be validly issued, fully paid,
and  nonassessable  and free and clear of any liens or encumbrances,  other than
any liens or  encumbrances  created by or imposed  upon the  holders;  provided,
however,  that the  Shares and  Warrants  (and the Common  Stock  issuable  upon
exercise  thereof) may be subject to restrictions  on transfer under  applicable
state and/or federal securities laws.

         3.5  Financial  Statements.  Attached  hereto  as  Exhibit  E  are  the
Company's  unaudited  balance sheet as of and unaudited  statement of operations
and statement of cash flows for the  three-month  period ended November 30, 2003
and the  Company's  audited  balance  sheet as of and the audited  statement  of
operations  and  statement  of cash  flows  for the  twelve-month  period  ended
February 28, 2003  (collectively,  the  "Financial  Statements").  The Financial
Statements  are complete  and correct,  have been  prepared in  accordance  with
generally  accepted   accounting   principles  applied  on  a  consistent  basis
throughout the periods  indicated,  and fairly present the financial position of
the Company and its results of operations as of the respective dates and for the
respective periods indicated.  Except as set forth in the Financial  Statements,
the Company has no material liabilities, contingent of otherwise, other than (i)
liabilities  incurred in the ordinary course of business  subsequent to November
30, 2003, and (ii) obligations  under contracts and commitments  incurred in the
ordinary course of business and not required under generally accepted accounting
principles to be reflected in the Financial  Statements,  which,  in both cases,
individually or in the aggregate, are not material to the financial condition or
operating  results  of  the  Company.  Except  as  disclosed  in  the  Financial
Statements,  the Company is not a guarantor or indemnitor of any indebtedness of
any other person, firm or corporation.

         3.6  Litigation.  There  is no  action,  suit,  proceeding  or,  to the
Company's  knowledge,  investigation  pending against the Company that questions
the validity of this Agreement,  the Registration Rights Agreement, or the right
of the Company to enter into such agreements,  or to consummate the transactions
contemplated hereby or thereby, or that might result,  either individually or in
the aggregate, in any material adverse changes in the assets, condition, affairs
or prospects of the Company,  financially or otherwise, nor is the Company aware
that there is any basis for the foregoing. The Company is not a party or subject
to the  provisions  of any order,  writ,  injunction,  judgment or decree of any
court  or  government  agency  or  instrumentality.  There is no  action,  suit,

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proceeding or investigation by the Company currently pending or that the Company
intends to initiate.

         3.7   Offering.   Subject   to  the   accuracy   of   the   Purchasers'
representations  in Section 4 hereof and in written  response  to the  Company's
inquiries,  the offer,  sale and  issuance of the Shares and the  Warrants to be
issued in  conformity  with the terms of this  Agreement and the issuance of the
Common Stock upon exercise of the Warrants  constitute  transactions exempt from
the  registration  requirements  of Section 5 of the  Securities Act of 1933, as
amended  (the  "Securities  Act") and all  applicable  state blue sky laws,  and
neither the Company nor any authorized  agent acting on its behalf will take any
action hereafter that would cause the loss of such exemption.

         3.8 Brokers or Finders.  The  Company  has not  incurred,  and will not
incur,  directly or indirectly,  as a result of any action taken by the Company,
any  liability  for  brokerage or finders'  fees or agents'  commissions  or any
similar charges in connection with this Agreement.


                                   SECTION 4

                Representations and Warranties of the Purchasers

         Each  Purchaser  hereby  represents  and  warrants to the Company  with
respect to the purchase of the Shares and the Warrants as follows:

         4.1 Accredited Investor;  Experience.  Such Purchaser is an "accredited
investor" as that term is defined in Rule 501 under the  Securities  Act. It has
substantial   experience  in  evaluating  and  investing  in  private  placement
transactions  of  securities  in companies  similar to the Company so that it is
capable of evaluating  the merits and risks of its investment in the Company and
has the  capacity  to  protect  its own  interests.  It is  capable of bearing a
complete loss of its investment in the Company.

         4.2  Investment.  Such Purchaser is acquiring the Shares,  Warrants and
the Common Stock issuable upon exercise of the Warrants as an investment for its
own account,  not as a nominee or agent, and not with the view to, or for resale
in connection  with, any distribution  thereof.  It understands that the Shares,
Warrants and the Common Stock  issuable  upon  exercise of the Warrants have not
been and will not be registered under the Securities Act by reason of a specific
exemption  from  the   registration   provisions  of  the  Securities  Act,  the
availability of which depends upon, among other things,  the bona fide nature of
the investment  intent and the accuracy of such Purchaser's  representations  as
expressed herein and in response to the Company's inquiries.

         4.3 Rule 144. Such Purchaser acknowledges that the Shares, Warrants and
the  Common  Stock   issuable  upon  exercise  of  the  Warrants  must  be  held
indefinitely unless  subsequently  registered under the Securities Act or unless
an exemption from such registration is available.  It is aware of the provisions
of Rule 144 promulgated under the Securities Act, which permit limited resale of
shares purchased in a private placement,  subject to the satisfaction of certain
conditions,  including, among other things, the existence of a public market for

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the shares,  the  availability of certain current public  information  about the
Company, the resale occurring not less than one year after a party has purchased
and paid for the  security  to be sold,  the  sale's  being  effected  through a
"broker's transaction" or in transactions directly with a "market maker" and the
number  of shares  being  sold  during  any  three-month  period  not  exceeding
specified limitations.

         4.4 Further Limitations on Disposition. Without in any way limiting the
representations  set forth above,  such Purchaser further agrees not to make any
disposition  of all or any portion of the Shares,  the  Warrants  and the Common
Stock issuable upon exercise of the Warrants  except in compliance with Sections
2, 3 and 4 of the Registration Rights Agreement.

         4.5 Legends.  Such Purchaser  understands that the Shares, the Warrants
and the Common Stock issuable upon exercise of the Warrants,  and any securities
issued in respect thereof or exchange therefor,  may bear legends similar to one
or all of the following legends:

                  (a)  "THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  UNDER  THE
SECURITIES  ACT OF 1933,  AS  AMENDED.  THEY MAY NOT BE SOLD,  OFFERED FOR SALE,
PLEDGED OR  HYPOTHECATED  IN THE ABSENCE OF A  REGISTRATION  STATEMENT IN EFFECT
WITH  RESPECT  TO THE  SECURITIES  UNDER  SUCH  ACT  OR AN  OPINION  OF  COUNSEL
SATISFACTORY  TO THE COMPANY THAT SUCH  REGISTRATION  IS NOT  REQUIRED."

                  (b)  Any  legend   required  by  the  laws  of  the  State  of
California.

                  (c) Any  legend  required  by the Blue  Sky laws of any  other
state to the extent such laws are  applicable to the shares  represented  by the
certificate so legended.

         4.6 Access to Data.  Such  Purchaser has had an  opportunity to discuss
the Company's  business,  management,  and financial affairs with its management
and the  opportunity  to review  the  Company's  facilities.  It has also had an
opportunity  to ask questions of officers of the Company,  which  questions were
answered to its satisfaction.  It understands that such discussions,  as well as
any written information issued by the Company, were intended to describe certain
aspects of the  Company's  business  and  prospects  but were not a thorough  or
exhaustive description.

         4.7 Authorization. This Agreement and the Registration Rights Agreement
when executed and delivered by such Purchaser, will constitute valid and legally
binding  obligations of such  Purchaser,  enforceable  against such Purchaser in
accordance with their terms.

         4.8 Brokers or Finders.  Such  Purchaser has not, and will not,  incur,
directly or indirectly,  as a result of any action taken by such Purchaser,  any
liability for brokerage or finders' fees or agents'  commissions  or any similar
charges in connection with this Agreement.

         4.9  Tax  Liability.  Such  Purchaser  has  reviewed  with  its own tax
advisors  the  federal,  state,  local,  and  foreign tax  consequences  of this
investment and the  transactions  contemplated by this Agreement.  It has relied
solely on such  advisors and not on any  statements  or  representations  of the
Company or any of its agents. It understands that it (and not the Company) shall


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be  responsible  for its own tax  liability  that may  arise as a result of this
investment or the transactions contemplated by this Agreement.


                                   SECTION 5

              Conditions of the Purchasers' Obligations at Closing

         The  obligations  of the  Purchasers  to  purchase  the  Shares and the
Warrants at the Closing  are,  at the option of the  Purchasers,  subject to the
fulfillment of the following conditions as of the Closing Date:

         5.1  Representations  and Warranties  Correct.  The representations and
warranties  made by the  Company  in  Section 3 hereof  shall have been true and
correct  when made and shall be true and  correct as of the  Closing  Date as if
made on the Closing Date  (subject in each case to the  exceptions  set forth in
the Schedule of Exceptions).

         5.2 Covenants. All covenants,  agreements,  and conditions contained in
this  Agreement  to be performed by the Company on or prior to such Closing Date
shall have been performed or complied with.

         5.3  Compliance  Certificate.  The Company shall have  delivered to the
Purchasers a certificate of the Company,  executed by the President, or any Vice
President of the Company,  dated the Closing Date, and  certifying,  among other
things,  to the fulfillment of the conditions  specified in Sections 5.1 and 5.2
of this Agreement.

         5.4 Blue Sky. The Company shall have  obtained all  necessary  Blue Sky
law  permits  and  qualifications,   or  have  the  availability  of  exemptions
therefrom,  required  by any state for the offer and sale of the  Shares and the
Warrants  and the  issuance  of the  Common  Stock  issuable  upon  exercise  of
Warrants.

         5.5 Registration Rights Agreement.  The Company shall have executed and
delivered the Registration Rights Agreement.


         5.6 Oryx  Ventures,  LLC Waiver.  The Company  shall have received from
Oryx  Ventures,  LLC ("Oryx  Ventures") a waiver in the form attached  hereto as
Exhibit F, which form is reasonably satisfactory to the Purchasers.


                                   SECTION 6

               Conditions of the Company's Obligations at Closing

         The Company's  obligation to sell and issue the Shares and Warrants is,
at the  option of the  Company,  subject  to the  fulfillment  of the  following
conditions as of each Closing Date:

         6.1  Representations  and Warranties  Correct.  The representations and
warranties  made by the  Purchasers in Section 4 hereof shall have been true and


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correct in all material  respects when made and shall be true and correct in all
material respects on the Closing Date as if made on the Closing Date.

         6.2 Covenants. All covenants,  agreements,  and conditions contained in
this Agreement to be performed by the Purchasers on or prior to the Closing Date
shall have been performed or complied with in all material respects.

         6.3 Blue Sky. The Company shall have  obtained all  necessary  Blue Sky
law  permits  and  qualifications,   or  have  the  availability  of  exemptions
therefrom,  required  by any state for the offer and sale of the  Shares and the
Warrants  and the  issuance of the Common Stock  issuable  upon  exercise of the
Warrants.

         6.4 Registration  Rights Agreement.  The Purchasers shall have executed
and delivered the Registration Rights Agreement.


                                   SECTION 7

                           Covenants of the Purchasers

         Except as may be  required  by any law or  regulation,  each  Purchaser
agrees that it will maintain the confidentiality of any information  obtained by
it pursuant to this Agreement or by virtue of its  relationship as a stockholder
of the Company,  which is not otherwise  lawfully  available from other sources,
subject to the disclosure of information of a  non-technical  nature,  including
summary financial information,  which such Purchaser is obligated to disclose to
its partners and/or stockholders.


                                   SECTION 8

                                  Miscellaneous

         8.1 Governing Law. This Agreement  shall be governed in all respects by
the internal laws of the State of  California,  without  regard to the choice of
law provisions thereof.

         8.2 Survival. The representations, warranties, covenants and agreements
made herein  shall  survive any  investigation  made by the  Purchasers  and the
closing of the transactions contemplated hereby.

         8.3 Successors and Assigns.  Except as otherwise  provided herein,  the
provisions  hereof  shall  inure to the  benefit  of, and be binding  upon,  the
successors,  assigns, heirs, executors and administrators of the parties hereto;
provided,  however,  that the rights of the  Purchasers  to purchase  the Shares
shall not be assignable without the prior written consent of the Company.

         8.4 Entire  Agreement;  Amendment.  This  Agreement,  the  Registration
Rights  Agreement,  and the other  documents  delivered  pursuant  hereto at the
Closing  constitute the full and entire  understanding  and agreement  among the
parties  with regard to the subjects  hereof and thereof,  and no party shall be


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liable  or  bound  to  any  other  party  in  any  manner  by  any   warranties,
representations or covenants except as specifically set forth herein or therein.
Except as expressly provided herein,  neither this Agreement nor any term hereof
may be  amended,  waived,  discharged  or  terminated  other  than by a  written
instrument  signed by the party against whom  enforcement of any such amendment,
waiver, discharge or termination is sought.


         8.5  Notices,  Etc.  All notices and other  communications  required or
permitted  hereunder  shall be in writing and shall be mailed by  registered  or
certified mail, postage prepaid, or otherwise delivered by hand or by messenger,
addressed  (i) if to a Purchaser,  to the  Purchaser's  address set forth on the
signature  page hereof,  or to such other address as such  Purchaser  shall have
furnished to the Company in writing,  (ii) if to any other holder of any Shares,
to such address as such holder shall have furnished the Company in writing,  or,
until any such  holder so  furnishes  an  address  to the  Company,  then to the
address of the last holder of such Shares who has so furnished an address to the
Company, (iii) if to the Company, to its principal executive offices, located at
4340 Almaden Expressway, Suite 220, San Jose, California 95118, and addressed to
the attention of the Chief  Executive  Officer,  or to such other address as the
Company  shall  have  furnished  to the  Purchasers.  Each such  notice or other
communication  shall for all purposes of this  Agreement be treated as effective
or having been given when  delivered  if  delivered  personally,  or, if sent by
mail,  at the  earlier  of its  receipt  or 72  hours  after  the  same has been
deposited  in a regularly  maintained  receptacle  for the deposit of the United
States mail, addressed and mailed as aforesaid.

         8.6  California  Corporate  Securities  Law. THE SALE OF THE SECURITIES
WHICH  ARE THE  SUBJECT  OF THIS  AGREEMENT  HAS NOT  BEEN  QUALIFIED  WITH  THE
COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH
SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE  CONSIDERATION  THEREFOR
PRIOR TO SUCH  QUALIFICATION IS UNLAWFUL UNLESS THE SALE OF SECURITIES IS EXEMPT
FROM   QUALIFICATION  BY  SECTION  25100,  25102  OR  25105  OF  THE  CALIFORNIA
CORPORATIONS  CODE.  THE RIGHTS OF ALL PARTIES TO THIS  AGREEMENT  ARE EXPRESSLY
CONDITIONED  UPON  SUCH  QUALIFICATION  BEING  OBTAINED,  UNLESS  THE SALE IS SO
EXEMPT.

         8.7 Expenses.  The Company and the Purchasers shall each bear their own
legal fees and other expenses with respect to this transaction.

         8.8  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts,  and by facsimile,  each of which shall be enforceable against the
parties actually  executing such  counterparts,  and all of which together shall
constitute one instrument.

         8.9 Severability.  In case any one or more of the provisions  contained
in  this  Agreement  shall  for  any  reason  be  held  invalid,   illegal,   or
unenforceable in any respect, such invalidity,  illegality,  or unenforceability
shall not  affect  any  other  provision  of this  Agreement  and such  invalid,
illegal,  or unenforceable  provision shall be reformed and construed so that it
will be valid, legal, and enforceable to the maximum extent permitted by law.

         8.10  Titles  and  Subtitles.  The titles  and  subtitles  used in this
Agreement  are  used  for  convenience  only  and  are not to be  considered  in
construing or interpreting this Agreement.


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<PAGE>
         IN WITNESS WHEREOF, this Common Stock and Warrant Purchase Agreement is
hereby executed as of the date first written above.


COMPANY:                   ORYX TECHNOLOGY CORPORATION
                           a Delaware corporation


                           By:  /s/ Philip J. Micciche
                                ------------------------------------------------
                                 Philip J. Micciche
                                 President and Chief Executive Officer

                               Address:    4340 Almaden Expressway
                                           Suite 220
                                           San Jose, California 95118



PURCHASERS:

                           NORTHLEA PARTNERS LTD.


                           By:    /s/ John H. Abeles, M. D.
                                ------------------------------------------------
                                  Name:  John H. Abeles, M.D.
                                  Title: General Partner

                                Address: 2365 NW 41st Street
                                         Boca Raton, Florida 33431


                           COLUMBUS NOVA INVESTMENTS A.V.V.

                           By:   /s/ Andrew Intrater
                                ------------------------------------------------
                                  Name:  Andrew Intrater
                                  Title: Managing Partner

                                 Address: c/o Columbus Nova, LLC
                                          590 Madison Ave, 38th Floor
                                          New York, NY 10022


                                       12
<PAGE>

                           /w/ James Tozer, Jr
                           -----------------------------------------------------
                           W. JAMES TOZER, JR.

                                 Address: c/o Vectra Management Group
                                             65 East 55th Street, 31st Floor
                                             New York, NY 10022


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

                           By:  ________________________________________________
                                  Name:

                                  Address:




                           THE VIRGINIA S. TOZER FAMILY TRUST

                           By:  /s/ W. James Tozer Jr.
                                ------------------------------------------------
                                  Name:  W. James Tozer, Jr.
                                  Title: Trustee

                                 Address: c/o Vectra Management Group
                                          65 East 55th Street, 31st Floor
                                          New York, NY 10022



                               ACOMEX EXECUTIVE PENSION FUND


                               By:      /s/ Richard Hubbard
                               -------------------------------------------------
                               Name:    Richard Hubbard
                               Title:   Director


                               Address:  c/o Fiske PLC
                                         Salisbury House London Wall
                                         London EC2M 5QS


                                       13
<PAGE>

                           CRATON CAPITAL, LP

                           By: Craton Capital Advisors, Inc, as General Partner

                            By:  /s/ Raju L. Shah
                                ------------------------------------------------
                                  Name:  Raju L. Shah
                                  Title: President

                                 Address: c/o Vectra Management Group
                                          65 East 55th Street, 31st Floor
                                          New York, NY 10022




                                 /s/ George Guppy
                                ------------------------------------------------
                                GEORGE GUPPY

                                 Address:   14 Sycamore Rd
                                            Orinda, CA  94563



                                       14
<PAGE>
<TABLE>
                                                         SCHEDULE I
<CAPTION>

================================================ ====================== ========================== =======================
                                                                            NUMBER OF SHARES
NAME AND ADDRESS                                                             OF COMMON STOCK             NUMBER OF
OF PURCHASER                                        PURCHASE PRICE              PURCHASED              WARRANT SHARES
================================================ ====================== ========================== =======================
<S>                                                    <C>                       <C>                        <C>
Northlea Partners Ltd.
2365 NW 41st Street
Boca Raton, Florida 33431                              $ 50,000                   20,000                     5,000

Columbus Nova Investments A.V.V.
c/o Columbus Nova LLC
590 Madison Avenue, 38th Floor
New York, NY 10022                                     $230,000                   92,000                    23,000

W. James Tozer, Jr.
65 East 55th Street, 31st Floor
New York, NY 10022                                     $300,000                  120,000                    30,000

The Virginia S. Tozer Family Trust
65 East 55th Street, 31st Floor
New York, NY 10022                                     $100,000                   40,000                    10,000

Acomex Executive Pension Fund
c/o Fiske PLC
Salisbury House London Wall
London EC2M 5QS                                        $ 50,000                   20,000                     5,000

Craton Capital, LP
c/o Vectra Management Group
65 East 55th Street, 31st Floor
New York, NY 10022                                     $ 50,000                   20,000                     5,000

George Guppy
41 Sycamore Rd.
Orinda, CA 94563                                       $120,000                   48,000                    12,000


TOTAL:                                                 $900,000                  360,000                    90,000
                                                       ========                  =======                    ======


</TABLE>

<PAGE>
                                    EXHIBIT A
                                    ---------

                                 Form of Warrant
                                 ---------------


         THIS WARRANT AND THE SECURITIES  PURCHASABLE UPON ITS EXERCISE HAVE NOT
BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THEY MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION
STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES  UNDER SUCH ACT OR AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


                               WARRANT TO PURCHASE

                                 COMMON STOCK OF

                              ORYX TECHNOLOGY CORP.

                                 WARRANT #C -__

         FOR VALUE  RECEIVED,  subject  to the terms and  conditions  herein set
forth, _________________ ("Holder") is entitled to purchase from Oryx Technology
Corp.,  a  Delaware  corporation  (the  "Company"),  at any  time  prior  to the
Expiration Date (as defined below), at a price per share as set forth in Section
1 hereof  (the  "Warrant  Price"),  the number of fully paid and  non-assessable
shares of common stock of the  Company,  no par value,  ("Common  Stock") as set
forth in Section 2 hereof (the "Shares").

         1. Warrant Price. The Warrant Price for each of the Shares  purchasable
hereunder  shall be Six  Dollars  ($6.00)  (the  "Warrant  Price"),  subject  to
adjustment as provided in Section 11.

         2. Number of Shares.  The number of Shares  issuable  upon  exercise of
this  Warrant  shall be  ______________,  subject to  adjustment  as provided in
Section 11.

         3. Expiration of Warrant.  Subject to earlier termination in accordance
with  Section  8 below,  this  Warrant  shall  expire  and  shall no  longer  be
exercisable  after  January  ___,  2008 (the  "Expiration  Date").  Prior to the
Expiration  Date,  the Company  may not call or  otherwise  redeem this  Warrant
without the prior written consent of Holder.

         4. No  Fractional  Shares.  This  Warrant  may not be  exercised  as to
fractional Shares.

                                       2
<PAGE>

         5. No Stockholder  Rights. This Warrant shall not entitle Holder to any
of the  rights  of a  stockholder  of the  Company  until  such  time as  Holder
exercises this Warrant.


         6. Reservation of Shares.  The Company covenants that during the period
this Warrant is  exercisable  it will reserve from its  authorized  and unissued
shares of Common Stock a sufficient number of shares to provide for the issuance
of the maximum  number of shares of Common Stock  issuable  upon the exercise of
this  Warrant.  The Company  agrees  that its  issuance  of this  Warrant  shall
constitute  full  authority to its officers to instruct the  Company's  transfer
agent to issue the  necessary  certificates  for shares of Common Stock upon the
exercise of this Warrant.


                                       3
<PAGE>

         7. Exercise of Warrant.

                  (a) This Warrant may be  exercised  by Holder,  in whole or in
part, by the  surrender of this Warrant at the principal  office of the Company,
together with the Subscription Form attached hereto duly completed and executed,
accompanied  by payment in full of the  aggregate  Warrant  Price for the Shares
being purchased upon such exercise.  In the event of exercise of this Warrant in
compliance with the provisions hereof,  certificates for the Shares so purchased
shall be delivered to Holder  promptly  and,  unless this Warrant has been fully
exercised or expired, a new Warrant  representing that portion of the Shares, if
any, with respect to which this Warrant will not then have been exercised, shall
be issued  to  Holder.  The  Warrant  shall be  deemed  to have  been  exercised
immediately  prior to the close of  business  on the date of its  surrender  for
exercise as provided above,  and Holder shall be treated for all purposes as the
holder of record of such shares as of the close of business on such date.

                  In lieu of  exercising  this  Warrant  pursuant  to the  first
paragraph of this Section 7 (a), Holder may elect to receive Shares equal to the
value  of this  Warrant  (or  any  portion  thereof  remaining  unexercised)  by
surrender of this Warrant at the principal  office of the Company  together with
the Subscription Form, in which event the Company shall issue to Holder a number
of Shares computed using the following formula:


              X = Y (A-B)
                  -------
                     A


         Where X = the number of Shares to be issued to Holder.


         Y = the number of Shares for which this Warrant is then being
             exercised (at the date of such exercise).


         A = the fair market value of one Share (at the date of such exercise).


         B = the Warrant Price (as adjusted to the date of such exercise).


         For purposes of this subsection fair market value of one Share shall
mean:


                                       4
<PAGE>

                  (i) The  average of the  closing  bid and asked  prices of the
         Common Stock quoted in the NASDAQ  National  Market System,  the NASDAQ
         SmallCap  Market or the NASDAQ OTC Bulletin  Board or the closing price
         quoted on any exchange on which the Common  Stock is listed,  whichever
         is applicable,  as published in the Western  Edition of The Wall Street
         Journal  for  the  five  (5)   trading   days  prior  to  the  date  of
         determination of the fair market value; or


                  (ii) If the Common Stock is not publicly traded, the per share
         fair market value of the Common Stock shall be determined in good faith
         by the  Company's  Board of  Directors.  If Holder  disagrees  with the
         determination by the Board of Directors of the fair market value of the
         Common  Stock then such fair  market  value shall be  determined  by an
         independent  appraiser  selected jointly by the Company and Holder. The
         cost of such appraisal shall be paid equally by the Company and Holder.


                  (b) As  promptly  as  practicable  on or after such date,  the
Company  shall  cause to be issued  and  delivered  to Holder a  certificate  or
certificates  for the  number  of  full  Shares  issuable  upon  such  exercise.
Notwithstanding  the  foregoing  or any other  provision of this  Warrant,  this
Warrant  can be  exercised  in whole  or in part,  provided  that  each  partial
exercise  shall not be for less  than one  thousand  (1,000)  Shares at any time
unless at such time less than one  thousand  (1,000)  such Shares are subject to
such exercise.


                  (c) Issuance of certificates  for the Shares upon the exercise
of this Warrant shall be made without charge to the registered holder hereof for
any issue or  transfer  tax or other  incidental  expense  with  respect  to the
issuance of such certificates,  all of which taxes and expenses shall be paid by
the Company, and such certificates shall be issued in the name of the registered
holder  of this  Warrant  or in such  name or  names as may be  directed  by the
registered  holder  of  this  Warrant;  provided,  however,  that  in the  event
certificates  for the  Shares  are to be issued in a name other than the name of
the  registered  holder of this Warrant,  this  Warrant,  when  surrendered  for
exercise,  shall be  accompanied  by the  Assignment  Form attached  hereto duly
executed by Holder hereof,  and provided  further,  that any such transfer shall
comply with Section 9 10 hereof.


         8.  Automatic  Termination.  In  the  event  of  the  sale  of  all  or
substantially  all the capital stock, or  substantially  all the assets,  of the
Company in a merger, business combination, or other form of business transaction
with or into an entity whose  securities  are  registered  under the  Securities
Exchange Act of 1934, as amended, in which the Company's stockholders do not own
at least a  majority  of the  outstanding  voting  securities  of the  surviving
corporation  or business  entity after such  transaction  (based  solely on such
Company  stockholders'  holdings of the Company prior to the transaction),  then
the Company  shall give Holder at least twenty (20) days  written  notice of the
proposed  effective date and terms of such offering,  transaction or agreements,
and if this Warrant has not been  exercised  before the effective date set forth
in such notice,  then this Warrant and the rights hereunder shall  automatically
terminate in its entirety.

                                       5
<PAGE>

         9.  Registration  Rights.  Shares  issued upon exercise of this Warrant
shall have  registrable  and subject to the terms of that certain Second Amended
and Restated  Registration  Rights Agreement dated as of January __, 2004 by and
among the Company and the other party parties named therein.

         10. Transfer or Assignment of Warrant.

                  (a)  This  Warrant,  and  any  rights  hereunder,  may  not be
assigned or  transferred,  except as provided  herein and in accordance with and
subject to the provisions of (i) applicable  state securities laws, and (ii) the
Securities Act of 1933, as amended,  and the rules and  regulations  promulgated
thereunder  (such  Act  and  such  rules  and  regulations   being   hereinafter
collectively  referred to as the "Act").  Any  purported  transfer or assignment
made other than in accordance with this Section 10 shall be null and void and of
no force and effect.

                  (b) This Warrant, and any rights hereunder, may be transferred
or assigned only with the prior written  consent of the Company,  which shall be
granted only upon receipt by the Company of (i) notice of the proposed  transfer
or assignment  and a detailed  statement of the  circumstances  surrounding  the
proposed  transfer  or  assignment  and (ii) an opinion  of  counsel  reasonably
satisfactory  to the Company  that (i) the  transferee  is a person to whom this
Warrant may be legally transferred without  registration under the Act, and (ii)
such  transfer  will not  violate any  applicable  law or  governmental  rule or
regulation,  including,  without  limitation,  any  applicable  federal or state
securities law.

                  (c)  Any  assignment  permitted  hereunder  shall  be  made by
surrender  of this  Warrant to the  Company  at its  principal  office  with the
Assignment  Form annexed  hereto duly  executed and funds  sufficient to pay any
transfer tax, if any. In such event, the Company shall, without charge,  execute
and deliver a new warrant in the name of the assignee  named in such  instrument
of  assignment  in the amount so  assigned  and this  Warrant  shall be promptly
canceled,  provided,  however, that in the event that Holder hereof shall assign
or transfer less than the full amount of this Warrant,  a new warrant evidencing
the remaining  portion of this Warrant not so assigned or  transferred  shall be
issued in the name of Holder.

         11. Adjustments to Shares.

                  (a) If outstanding  shares of the Company's Common Stock shall
be  subdivided  into a greater  number of shares or a dividend  in Common  Stock
shall  be paid  in  respect  of  Common  Stock,  the  Warrant  Price  in  effect
immediately  prior to such  subdivision  or at the record date of such  dividend
shall  simultaneously  with the effectiveness of such subdivision or immediately
after  the  record  date  of  such  dividend  be  proportionately   reduced.  If
outstanding  shares of Common Stock shall be combined  into a smaller  number of
shares, the Warrant Price in effect immediately prior to such combination shall,
simultaneously  with the effectiveness of such combination,  be  proportionately
increased.  When any adjustment is required to be made in the Warrant Price, the
number of shares of Common Stock  purchasable  upon the exercise of this Warrant

                                       6
<PAGE>

shall be changed to the number determined by dividing (i) an amount equal to the
number of shares issuable upon the exercise of this Warrant immediately prior to
such adjustment,  multiplied by the Warrant Price in effect immediately prior to
such  adjustment,  by (ii) the Warrant  Price in effect  immediately  after such
adjustment.

                  (b)  In  case  of  any   reclassification  or  change  of  the
outstanding  securities of the Company or of any  reorganization  of the Company
(or any  other  corporation  the  stock or  securities  of which are at the time
receivable  upon  the  exercise  of  this  Warrant)  or  any  similar  corporate
reorganization  on or after  the date  hereof,  then and in each  such  case the
holder  of this  Warrant,  upon  the  exercise  hereof  at any  time  after  the
consummation  of  such  reclassification,   change,  reorganization,  merger  or
conveyance,  shall  be  entitled  to  receive,  in lieu of the  stock  or  other
securities  and  property  receivable  upon the  exercise  hereof  prior to such
consummation,  the stock or other  securities  or  property to which such holder
would have been  entitled  upon such  consummation  if such holder had exercised
this Warrant  immediately  prior thereto,  all subject to further  adjustment as
provided in Section  11(a);  and in each such case, the terms of this Section 11
shall  be  applicable  to the  shares  of stock  or  other  securities  properly
receivable upon the exercise of this Warrant after such consummation.

                  (c) When any  adjustment  is required to be made in the number
of shares of Common Stock purchasable hereunder or the Warrant Price pursuant to
this Section 11, the Company shall promptly mail to Holder a certificate setting
forth (i) a brief  statement of the facts  requiring such  adjustment,  (ii) the
Warrant  Price after such  adjustment  and (iii) the kind and amount of stock or
other securities or property into which this Warrant shall be exercisable  after
such adjustment.

                  (d) The Company shall not, by amendment of its  Certificate of
Incorporation,  as  amended  from time to time,  or  through  a  reorganization,
transfer  of  assets,  consolidation,  merger,  dissolution,  issue  or  sale of
securities or any other voluntary action,  avoid or seek to avoid the observance
or  performance  of any of its terms to be  observed  or  performed  under  this
Warrant by the Company,  but shall at all times in good faith assist in carrying
out of all the  provisions  of this  Section 11 and in taking all such action as
may be necessary or appropriate to protect Holder's rights under this Section 11
against impairment.

         12. Loss, Theft,  Destruction or Mutilation of Warrant. Upon receipt by
the  Company  of  evidence  reasonably  satisfactory  to it of the loss,  theft,
destruction  or  mutilation  of this  Warrant,  and in case of  loss,  theft  or
destruction,  of indemnity or security  reasonably  satisfactory to it, and upon
reimbursement to the Company of all reasonable expenses incidental thereto,  and
upon surrender and cancellation of this Warrant, if mutilated,  the Company will
make and  deliver  a new  warrant  identical  in tenor  and date in lieu of this
Warrant.

         13.  General.  This  Warrant  shall be governed by and  interpreted  in
accordance  with the laws of the State of California,  except for its principles
of  conflicts  of  laws.  The  headings  in this  Warrant  are for  purposes  of
convenience  and  reference  only and shall not be deemed to  constitute  a part
hereof.  Neither  this  Warrant  nor any term  hereof  may be  changed,  waived,


                                       7
<PAGE>

discharged  or  terminated  orally but rather only by an  instrument  in writing
signed by the Company and Holder.  This Warrant shall be binding on and inure to
the benefit of the parties hereto and their  respective  successors and assigns.
In case any one or more of the  provisions  of this Warrant  shall be invalid or
unenforceable in any respect,  the validity and  enforceability of the remaining
terms  and  provisions  of this  Warrant  shall  not in any way be  affected  or
impaired  thereby  and the  parties  will  attempt in good faith to agree upon a
valid  and  enforceable  provision  which  shall  be a  commercially  reasonable
substitute therefor, and upon so agreeing,  shall incorporate such substitute in
this Warrant.  All notices and other  communications  from the Company to Holder
shall be mailed by prepaid courier or first-class  registered or certified mail,
postage pre-paid, to the address furnished to the Company in writing by the last
holder who shall have furnished an address to the Company in writing.


         Issued   this  ____  day  of  January 2004.


                                         ORYX TECHNOLOGY CORP.



                                         By:  __________________________________

                                               Philip J. Micciche, President and
                                               Chief Executive Officer


                                       8
<PAGE>
                                SUBSCRIPTION FORM

         The undersigned  registered owner of the Warrant which accompanies this
Subscription  Form hereby  irrevocably  (a)  exercises  such  warrant  for,  and
purchases ______ shares Common Stock (the "Shares") of Oryx Technology  Corp., a
Delaware  corporation  (the  "Company"),  purchasable  upon the exercise of such
Warrant, and herewith makes payment therefor,  or (b) exercises such Warrant for
______  shares of the  Company's  Common  Stock  purchasable  under the  Warrant
pursuant to the net exercise  provisions of the second paragraph of Section 7(a)
of such  Warrant all at the price and on the terms and  conditions  specified in
such Warrant.

         1.01  Authorization.  This  exercise  constitutes  a valid and  legally
binding obligation of the undersigned, enforceable in accordance with its terms.

         1.02   Investment   Representation.   The   undersigned   acknowledges,
represents,  and  warrants  that it (a) has a  preexisting  personal or business
relationship  with the  Company,  and/or by reason of its  business or financial
experience has the capacity to protect its own interests in connection  with the
transaction,  and (b) is an  "accredited  investor"  under  Regulation  D of the
Securities  Act of  1933,  as  amended  (the  "Act").  The  undersigned  further
acknowledges that it is aware that the Shares have not been registered under the
Act,  or  qualified  under any  state's  securities  laws.  The Shares are being
acquired  for  investment  purposes  only  and  not  for  sale or with a view to
distribution of all or any part thereof.

         1.03 Access to Information.  The undersigned  represents that it has or
will have had upon  exercise of the Warrant an  opportunity  to ask questions of
and receive  answers from the Company  regarding the terms and conditions of its
purchase of the Shares  concerning  the  business,  financial  affairs and other
aspects of the  Company,  and it has further had the  opportunity  to obtain any
information (to the extent the Company possesses or can acquire such information
without unreasonable effort or expense) which it deems necessary to evaluate its
investment or to verify the accuracy of  information  otherwise  provided to it.
The  undersigned  acknowledges  that it is not relying upon any person,  firm or
corporation  (other than the Company and its officers and  directors)  in making
its  investment  or  decision  to invest  in the  Company,  and the  undersigned
represents  that it has been  solely  responsible  for its own  "due  diligence"
investigation  of the  Company  and its  management  and  business,  for its own
analysis of the merits and risks of this investment.

         1.04 Investment  Experience.  The  undersigned  represents and warrants
that by reason of its financial and business experience,  it has the capacity to
protect its interests in connection with these transactions.

         1.05 Restricted Securities. The undersigned understands that the Shares
will be characterized as "restricted  securities"  under the federal  securities
laws inasmuch as they are being  acquired from the Company in a transaction  not
involving a public offering, and that under such laws and applicable regulations
such securities may be resold without registration under the Act only in certain
limited   circumstances   and  that  otherwise  such  securities  must  be  held
indefinitely. In this connection, the undersigned represents that it is familiar
with SEC Rule 144, as presently in effect,  and the conditions which must be met


                                       2
<PAGE>

in order for that Rule to be available  for resale of  "restricted  securities,"
and understands the resale limitations imposed by the Act.

         1.06 Further  Limitations on  Disposition.  Without in any way limiting
the  representations set forth above, the undersigned further agrees not to make
any disposition of all or any portion of the Shares unless and until:

                  (a) There is then in effect a "Registration  Statement"  under
the Act covering  such  proposed  disposition  and such  disposition  is made in
accordance with such Registration  Statement and any applicable  requirements of
state securities laws; or

                  (b) (i) the undersigned shall have notified the Company of the
proposed  disposition  and shall  have  furnished  the  Company  with a detailed
statement of the circumstances surrounding the proposed disposition, and (ii) if
reasonably  requested by the Company,  shall have  furnished the Company with an
opinion of counsel at undersigned's expense (except for dispositions pursuant to
Rule 144 of the Rules and Regulations under the Act which dispositions shall not
so require an opinion of counsel) reasonably  satisfactory to the Company,  that
such  disposition  will not require  registration of the Shares under the Act or
the consent of or permit from appropriate authorities under any applicable state
securities law.

                  (c)  Notwithstanding the provisions of paragraphs 1.06 (a) and
(b) above,  no such  Registration  Statement  or  opinion  of  counsel  shall be
necessary  for a transfer by the  undersigned  to a constituent  stockholder  or
constituent  partner  (including  any  constituent  of  a  constituent)  of  the
undersigned,  if the transferee or transferees agree in writing to be subject to
the terms hereof to the same extent as if they were the undersigned hereunder.


         2. RESTRICTIONS ON THE TRANSFER OF SECURITIES.

         2.01 Corporate  Securities Law. The Shares shall be transferred only in
compliance with the conditions  specified in Section 1.06,  which conditions are
intended  to  ensure  compliance  with  the  provisions  of the  Act  and  state
securities  laws with  respect  to the  transfer  of any such  securities.  Each
certificate  representing the Shares shall bear at least a legend  substantially
in the following form until such time as the conditions of such legend have been
met:

         THE SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED  UNDER THE
SECURITIES  ACT OF 1933, AS AMENDED  ("ACT"),  NOR HAVE THEY BEEN  REGISTERED OR
QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES
WILL BE PERMITTED UNLESS A REGISTRATION  STATEMENT UNDER THE ACT IS IN EFFECT AS
TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT
OR AS  OTHERWISE  PERMITTED  BY  THE  COMPANY,  OR IN  THE  OPINION  OF  COUNSEL
SATISFACTORY TO THE COMPANY AND AT HOLDER'S EXPENSE,  REGISTRATION UNDER THE ACT


                                       3
<PAGE>

IS  UNNECESSARY  IN ORDER  FOR SUCH  TRANSFER  TO  COMPLY  WITH THE ACT AND WITH
APPLICABLE STATE SECURITIES LAWS.


         The Company shall, within ten (10) days of the request of any holder of
a  certificate   bearing  the  foregoing   legend  and  the  surrender  of  such
certificate,  issue  a new  stock  certificate  in the  name  of the  transferee
provided that there has been  compliance  with the provisions of subsection 1.06
above.

         2.02  Additional  Legends.  The Company may also impose any  additional
legend required under  applicable  federal or state securities laws or permitted
under its bylaws and shall be  entitled  to issue stop  transfer  notices on its
books with respect to any securities  purchased  hereunder  until the conditions
set forth in the applicable legends have been met.


         Dated: _______________



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

                                    (Signature of Registered Owner)


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

                                    (Name)


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

                                    (Street Address)


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

                                    (City, State, Zip Code)


                                       3
<PAGE>


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

                                    Social Security or Tax Identification Number



                  If the number of Shares issuable upon this exercise shall not
be all of the Shares which the undersigned is entitled to purchase in accordance
with the enclosed Warrant, the undersigned requests that a new warrant
evidencing the right to purchase the Shares not issuable pursuant to the
exercise evidenced hereby be issued in the name of and delivered to:




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

                         (Please print name and address)


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


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



         Date:  _______________      Name of Holder:


                                     (Print) ___________________________________




                                     (By) ______________________________________


                                     (Name:)


                                     (Title:)




                                     (Signature  must conform in all respects to
                                     name of holder as  specified on the face of
                                     the Warrant)


                                       4
<PAGE>


                               FORM OF ASSIGNMENT
                               ------------------


                 (To be signed only upon assignment of Warrant)



         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto:


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

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

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


          (Name and address of assignee must be printed or typewritten)


         ___________  shares of Oryx Technology Corp.  Common Stock  purchasable
under  the  within  Warrant,  hereby  irrevocably  constituting  and  appointing
______________________  Attorney  to transfer  said  Warrant on the books of the
Company, with full power of substitution in the premises.


         Dated: ___________



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

                                              (Signature of Registered Owner)





                                       1

<PAGE>

                                    EXHIBIT B
                                    ---------

                             Schedule of Exceptions
                             ----------------------
















                                       1
<PAGE>
                                    EXHIBIT C
                                    ---------

                     Certificate of Incorporation and Bylaws
                     ---------------------------------------
























                                       1
<PAGE>
                                    EXHIBIT D
                                    ---------

            Second Amended and Restated Registration Rights Agreement
            ---------------------------------------------------------


                           ORYX TECHNOLOGY CORPORATION

            SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


         This Second  Amended and Restated  Registration  Rights  Agreement (the
"Agreement")  is made  as of  January  29,  2004 by and  among  Oryx  Technology
Corporation,  a Delaware  corporation  (the  "Company"),  having  its  principal
executive  offices  located at 4340  Almaden  Expressway,  Suite 220,  San Jose,
California  95118  and the  persons  listed  on the  signature  page  hereto  as
Investors (each, an "Investor" and, together, the "Investors").

                                    RECITALS

         A. The Company and certain Investors entered into a Registration Rights
Agreement dated as of October 31, 2001 (the "Original  Agreement") in connection
with the purchase of an aggregate of 162,338 shares of Common Stock and warrants
to purchase up to 37,975  shares of Common Stock  pursuant to a Common Stock and
Warrant  Purchase  Agreement  dated as of October 31,  2001 (the "2001  Purchase
Agreement").

         B. The Company and certain Investors ("Prior  Investors")  entered into
an Amended and Restated  Registration Rights Agreement dated as of July 28, 2003
(the  "Amended  Agreement")  in  connection  with the  purchase of up to 625,000
shares of Common Stock and  warrants to purchase up to 156,250  shares of Common
Stock pursuant to a Common Stock and Warrant Purchase Agreement dated as of July
28,  2003 (the "July 2003  Purchase  Agreement").  A majority in interest of the
Prior  Investors  and the  Company  desire  to amend  and  restate  the  Amended
Agreement in accordance with Section 17(c) of the Amended Agreement.

         C. The Company and certain other  Investors  have entered into a Common
Stock and Warrant  Purchase  Agreement  dated as of January 29, 2004 pursuant to
which they will  purchase up to an aggregate  of 360,000  shares of Common Stock
and warrants to purchase up to 90,000  shares of Common Stock (the "January 2004
Purchase Agreement")

         D. It is a  condition  to  closing  under  the  January  2004  Purchase
Agreement  that the Company and the Investors  (including a majority in interest
of the Prior Investors) amend and restate in its entirety the Amended  Agreement
by entering into this Second Amended and Restated Registration Rights Agreement.

         NOW, THEREFORE, in consideration of the foregoing, the parties agree as
follows:

<PAGE>
                                    AGREEMENT

         1. Certain Definitions.  As used in this Agreement, the following terms
shall have the following respective meanings:

                  "Commission"  shall  mean the  United  States  Securities  and
Exchange Commission or any successor agency.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, or any successor law thereto.

                  "Holder"  shall  mean  each  Investor  and any  transferee  of
Registrable  Securities  who  pursuant  to  Section  15  below  is  entitled  to
registration rights hereunder.

                  "Common" shall mean shares of the Company's  authorized Common
Stock issued and sold by the Company  pursuant to the 2001  Purchase  Agreement,
the July 2003 Purchase Agreement and/or the January 2004 Purchase Agreement.

                  "Investor"  shall mean each person or entity who has  acquired
shares  of Common  and any  related  securities  pursuant  to the 2001  Purchase
Agreement,  the July  2003  Purchase  Agreement  or the  January  2004  Purchase
Agreement and who is a signatory to this Agreement.

                  "Registrable Securities" shall mean (i) shares of Common; (ii)
any Common  Stock of the Company  issued upon  exercise of the  Warrants;  (iii)
shares of the Company's Common Stock or other securities issued or issuable upon
any stock split, stock dividend, recapitalization, or similar event with respect
to or in  replacement of the shares  referenced in (i) or (ii) above;  provided,
however, that Registrable Securities shall not include (a) shares of such Common
Stock that have been sold to or through a broker or dealer or  underwriter  in a
public distribution or public securities transaction, (b) shares of Common Stock
sold in a  transaction  exempt from the  registration  and  prospectus  delivery
requirements  of the  Securities  Act under  Section  4(1)  thereof  so that all
transfer  restrictions and restrictive legends with respect thereto, if any, are
removed upon the  consummation of such sale, or (c) Registrable  Securities sold
by a person in a  transaction  in which  rights  under  this  Agreement  are not
assigned.

                  "Register,"   "registered,"  and  "registration"  refer  to  a
registration  effected  by  preparing  and filing a  registration  statement  in
compliance  with the  Securities  Act,  and the  declaration  or ordering of the
effectiveness of such registration statement.

                  "Registration  Expenses"  shall mean all expenses  incurred by
the Company in  complying  with  Sections 5, 6 or 7 hereof,  including,  without
limitation, all registration,  qualification and filing fees, printing expenses,
escrow fees, fees and disbursements of counsel for the Company, accounting fees,
blue sky fees and expenses, and the expense of any special audits incident to or
required by any such registration but excluding all Selling Expenses.

                  "Restricted  Securities"  shall  mean  the  securities  of the
Company  required  to bear the  legend  set forth in  Section  3 hereof  (or any
similar legend).

                                      -2-
<PAGE>
                  "Securities  Act" shall mean the  Securities  Act of 1933,  as
amended, or any successor law thereto.

                  "Selling Expenses" shall mean all underwriting discounts, fees
and  disbursements  of counsel to the Holders,  selling  commissions,  and stock
transfer taxes applicable to the securities registered by the Holders.

                  "Warrants"  shall mean the  warrants to purchase  Common Stock
issued  pursuant  to  the  2001  Purchase  Agreement,  the  July  2003  Purchase
Agreement, and/or the January 2004 Purchase Agreement.

         2. Restrictions on Transferability. The Restricted Securities shall not
be transferable  except upon the conditions  specified in this Agreement,  which
conditions  are  intended  to  ensure  compliance  with  the  provisions  of the
Securities Act. In no event shall Restricted Securities be transferred,  without
the prior  written  consent of the  Company,  to any  entity  (or any  affiliate
thereof) whose  principal  business is competitive  with that of the Company (as
determined  by the Board of Directors  of the Company  acting in good faith) and
any such attempted transfer shall be void ab initio; provided,  however, that no
affiliate  of a  holder  of  Restricted  Securities  shall  be  deemed  to  be a
competitor of the Company.  Each holder of Restricted  Securities will cause any
proposed transferee of the Restricted Securities held by such holder to agree to
take and hold such Restricted  Securities subject to the provisions and upon the
conditions specified in this Agreement.

         3. Restrictive  Legend.  Each certificate  representing (i) the Common,
(ii) the  Warrants,  (iii)  shares of the  Company's  Common  Stock  issued upon
exercise of the Warrants, and (iv) any other securities issued in respect of the
Common Stock upon any stock split,  stock  dividend,  recapitalization,  merger,
consolidation  or  similar  event,  shall  (unless  otherwise  permitted  by the
provisions of Section 4 below) be stamped or otherwise  imprinted  with a legend
in  substantially  the following form (in addition to any legend  required under
applicable state securities laws):

         THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF
         1933, AS AMENDED.  THEY MAY NOT BE SOLD,  OFFERED FOR SALE,  PLEDGED OR
         HYPOTHECATED IN THE ABSENCE OF A REGISTRATION  STATEMENT IN EFFECT WITH
         RESPECT  TO THE  SECURITIES  UNDER  SUCH ACT OR AN  OPINION  OF COUNSEL
         SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

         The Investors and any Holder consent to the Company's making a notation
on its records and giving  instructions  to any transfer agent of the Common and
the Warrants (including any Common Stock issuable upon exercise of the Warrants)
in order to implement the restrictions on transfer established in this Section.

         4.  Notice  of  Proposed  Transfers.  The  holder  of each  certificate
representing Restricted Securities by acceptance thereof agrees to comply in all
respects with the provisions of this Section.  Prior to any proposed transfer of
any Restricted  Securities,  unless there is in effect a registration  statement
under the  Securities  Act covering the proposed  transfer,  the holder  thereof
shall give written  notice to the Company of such  Holder's  intention to effect

                                      -3-
<PAGE>
such transfer.  Each such notice shall describe the manner and  circumstances of
the  proposed  transfer  in  sufficient  detail,  and shall,  if the  Company so
requests,  be accompanied by either (i) a written opinion of legal counsel,  who
shall be reasonably  satisfactory  to the Company,  addressed to the Company and
reasonably  satisfactory in form and substance to the Company's counsel,  to the
effect that the proposed  transfer of the Restricted  Securities may be effected
without  registration under the Securities Act or (ii) a "No Action" letter from
the  Commission  to the effect  that the  transfer  of such  securities  without
registration  will not result in a recommendation by the staff of the Commission
that  action  be taken  with  respect  thereto,  whereupon  the  holder  of such
Restricted  Securities shall be entitled to transfer such Restricted  Securities
in  accordance  with the  terms of the  notice  delivered  by the  holder to the
Company. Each certificate  evidencing the Restricted  Securities  transferred as
above provided shall bear the appropriate  restrictive  legends described above,
except that such certificate  shall not bear any such restrictive  legend if, in
the  opinion  of  counsel  for  the  Company,   such  legend  is  not  required.
Notwithstanding  the  foregoing,  no  opinion  or "no  action"  letter  shall be
required  for a transfer by a Holder to (i) a partner,  active or retired,  of a
Holder of Restricted Securities;  (ii) the estate of any such partner; (iii) any
spouse,  lineal  descendant or ancestor,  or spouse of any lineal  descendant or
ancestor  of any Holder or to any trust for the  benefit of such  Holder or such
persons;  or (iv) any  affiliate  of a Holder as  defined  in Rule  12b-2 of the
Exchange Act.

         5. Requested Registration.

                  (a)  Request  for  Registration.  In case  the  Company  shall
receive  from  Holders  holding  not less  than a  majority  of the  outstanding
Registrable  Securities a written  request that the Company file a  registration
statement  under the  Securities  Act with  respect  to  shares  of  Registrable
Securities, the Company will:

                           (i) promptly  give written  notice of such request to
all other Holders; and

                           (ii) subject to the  limitations  of Section 5(b), as
soon as practicable,  use its best efforts to effect such registration under the
Securities Act (including,  without limitation,  appropriate qualification under
applicable blue sky or other state  securities  laws and appropriate  compliance
with  applicable  regulations  issued  under  the  Securities  Act and any other
governmental  requirements  or  regulations) as may be so requested and as would
permit or facilitate  the sale and  distribution  of all or such portion of such
Registrable  Securities as are  specified in such request,  together with all or
such portion of the  Registrable  Securities of any Holder or Holders joining in
such  request as are  specified  in a written  request  received  by the Company
within twenty (20) days after  receipt of such written  notice from the Company;
provided, however, that the Company shall not be obligated to take any action to
effect any such  registration,  qualification  or  compliance  pursuant  to this
Section 5:

                           (A) prior to ninety (90) days following the effective
date of a  Company-initiated  registration  (other than a registration  effected
solely to qualify an employee  benefit plan or to effect a business  combination
pursuant to Rule 145);



                                      -4-
<PAGE>

                           (B) (i) in any particular  jurisdiction  in which the
Company would be required to execute a general  consent to service of process in
effecting  such   registration   unless  the  Company  is  already   subject  to
jurisdiction  and except as may be required by the  Securities  Act, and (ii) to
the extent that the Company  would be required to qualify or exempt such sale of
securities under applicable blue sky or other state securities laws in more than
ten (10) states;

                           (C)  after  the  Company  has  effected  two (2) such
registrations pursuant to this Section 5, which registrations have been declared
effective;

                           (D) that would  require the  Company to maintain  and
keep any such  registration  on Form S-1 or SB-1  effective for a period greater
than the  period  equal to the  shorter  of (x) 45 days or (y) such  date as the
disposition of the Registrable  Securities subject to such registration has been
completed;

                           (E)  if  the  Company  shall  furnish  to  Holders  a
certificate  signed by the  President  of the Company  stating  that in the good
faith judgment of the Company's  Board of Directors,  it would be detrimental to
the Company and its stockholders if the registration  statement were filed, then
the Company may defer the filing of such registration  statement for a period of
up to one hundred  eighty (180) days after  receipt of the request of the Holder
or Holders requesting such registration; provided, however, that the Company may
not utilize this right more than once in any 12-month period; or

                           (F) if such Registrable  Securities can be registered
on a Form S-3 (or  equivalent  or successor  form) or sold  pursuant to Rule 144
under the Securities Act or other applicable  exemption from registration  under
the Securities Act within a three-month period.

         Subject to the foregoing clauses (A) through (F) inclusive, the Company
shall file a  registration  statement  covering the  Registrable  Securities  so
requested to be registered as soon as  practicable  after receipt of the request
or requests of the initiating Holders.

                  (b) Underwriting. In the event that a registration pursuant to
Section 5 is for a registered  public offering  involving an  underwriting,  the
Company  shall so advise the  Holders as part of the notice  given  pursuant  to
Section 5(a)(i). In such event, the right of any Holder to registration pursuant
to  Section 5 shall be  conditioned  upon  such  Holder's  participation  in the
underwriting  arrangements required by this Section 5, and the inclusion of such
Holder's  Registrable  Securities in the  underwriting  to the extent  requested
shall be limited to the extent provided herein.

         The Company shall  (together  with all Holders  proposing to distribute
their securities through such underwriting) enter into an underwriting agreement
in customary form with a managing  underwriter selected for such underwriting by
the  Company.  Notwithstanding  any other  provision  of this  Section 5, if the
managing  underwriter advises the Holders in writing that market factors require
a limitation of the number of shares to be underwritten,  then the Company shall
so advise all  holders  of  Registrable  Securities  and the number of shares of
Registrable Securities that may be included in the registration and underwriting
shall be allocated  among all Holders  thereof  (except  those  Holders who have

                                      -5-
<PAGE>
indicated  to the  Company  their  decision  not  to  distribute  any  of  their
Registrable  Securities through such  underwriting) in proportion,  as nearly as
practicable,  to the respective  amounts of Registrable  Securities held by such
Holders  at the  time of  filing  the  registration  statement.  No  Registrable
Securities excluded from the underwriting by reason of the underwriter's  market
limitation shall be included in such registration.  To facilitate the allocation
of  shares  in  accordance  with  the  above  provisions,  the  Company  or  the
underwriters  may round the  number of  shares  allocated  to any  Holder to the
nearest one hundred (100) shares.

         If any Holder of Registrable Securities disapproves of the terms of the
underwriting,  such person may elect to withdraw  therefrom by written notice to
the Company,  the managing  underwriter  and the other Holders.  The Registrable
Securities  and/or  other  securities  held by such  Holder  affected  shall  be
withdrawn from registration, and such withdrawn Registrable Securities shall not
be transferred in a public  distribution  prior to one hundred twenty (120) days
after the closing date of such  registration,  or such other  shorter  period of
time as the underwriters may require, or as required by law.

         6. Company Registration.

                  (a) Notice of Registration.  If the Company shall determine to
register any of its  securities,  either for its own account or the account of a
security  holder or holders  exercising  their  respective  demand  registration
rights, other than: (i) a registration relating solely to employee benefit plans
or (ii) a  registration  relating  solely to a transaction  pursuant to Rule 145
promulgated under the Securities Act, the Company will:

                           (i)  promptly  give to  each  Holder  written  notice
thereof; and

                           (ii)  include in such  registration  (and any related
qualification under blue sky laws or other compliance),  and in any underwriting
involved therein, all the Registrable  Securities specified in a written request
or requests,  made within twenty (20) days after receipt of such written  notice
from the Company, by any Holder or Holders.

                  (b) Underwriting.  Notwithstanding any other provision of this
Section 6, if the  registration  has a  managing  underwriter  and the  managing
underwriter determines that marketing factors require a limitation of the number
of shares to be underwritten,  the managing  underwriter may limit the number of
Registrable  Securities to be included in the registration and underwriting.  In
such event,  the Company shall so advise all Holders of  Registrable  Securities
which would otherwise be registered and underwritten  pursuant  hereto,  and the
number  of  shares  of  Registrable  Securities  that  may  be  included  in the
registration  and   underwriting   shall  be  allocated  among  the  Holders  in
proportion,  as nearly as practicable,  to the respective amounts of Registrable
Securities  held by such  Holders;  provided,  however,  that no  other  selling
securityholder of the Company may include securities in such registration if any
Registrable  Securities  of the Holders are  excluded  hereunder.  If any Holder
disapproves  of the terms of any such  underwriting,  such  Holder  may elect to
withdraw   therefrom  by  written   notice  to  the  Company  and  the  managing
underwriter.   Any  Registrable  Securities  excluded  or  withdrawn  from  such
underwriting shall be withdrawn from such registration.

                                      -6-
<PAGE>

                  (c) Right to Terminate  Registration.  The Company  shall have
the right to terminate or withdraw any  registration  initiated by it under this
Section  prior to the  effectiveness  of such  registration  whether  or not any
Holder has elected to include securities in such registration.

         7.  Registration  on Form S-3. A Holder or group of Holders holding not
less than a majority of the outstanding  Registrable  Securities  shall have the
right to request that the Company register such  Registrable  Securities on Form
S-3  (such  requests  to be in  writing  and to state  the  number  of shares of
Registrable  Securities to be disposed of and the intended method of disposition
of such shares by each such Holder), subject to the following limitations:

                  (a)  the  Company  shall  not  be  obligated  to  effect  such
registration  if Form S-3 is not available  for such offering of the  requesting
Holders or if the Registrable  Securities  subject to a request for registration
on Form S-3 can be sold pursuant to Rule 144 under the  Securities  Act or other
applicable  exemption  from  registration  under  the  Securities  Act  within a
three-month period;

                  (b) the Company shall not be obligated to cause a registration
on Form S-3 to  become  effective  prior  to  ninety  (90)  days  following  the
effective date of a  Company-initiated  registration  (other than a registration
effected  solely to qualify  an  employee  benefit  plan or to effect a business
combination pursuant to Rule 145);

                  (c) the Company  shall not be  obligated to take any action to
effect any such  registration  (i) in any particular  jurisdiction  in which the
Company would be required to execute a general  consent to service of process in
effecting  such   registration   unless  the  Company  is  already   subject  to
jurisdiction  and except as may be required by the  Securities  Act, and (ii) to
the extent that the Company  would be required to qualify or exempt such sale of
securities under applicable blue sky or other state securities laws in more than
ten (10) states;

                  (d) the Company shall not be required to effect a registration
on Form S-3  unless the Holder or  Holders  requesting  registration  propose to
dispose of shares of  Registrable  Securities  having an  aggregate  disposition
price (before  deduction of  underwriting  discounts and expenses of sale) of at
least $250,000;

                  (e) the Company  shall not be required to effect more than one
(1) registration on Form S-3 in any six (6)-month period;

                  (f) the Company  shall not be required to effect more than two
(2) registrations on Form S-3 for the Holders pursuant to this Section 6;

                  (g) the Company shall not be required to maintain and keep any
such  registration  on Form S-3 effective  for a period  greater than the period
equal to the shorter of (x) 45 days or (y) such date as the  disposition  of the
Registrable Securities subject to such registration has been completed; and

                                      -7-
<PAGE>

                  (h) the  Company  may  defer the  filing of such  registration
statement  for a period of up to one hundred  eighty (180) days after receipt of
the request of the Holder or Holders  requesting  such  registration,  if in the
good faith judgment of the Company's Board of Directors, it would be detrimental
to the Company and its  stockholders if the  registration  statement were filed;
provided, however, that the Company may not utilize this right more than once in
any 12-month period.

         The  Company  shall  give  notice to all  Holders  of the  receipt of a
request for registration pursuant to this Section and shall provide a reasonable
opportunity  for all such other  Holders  to  participate  in the  registration.
Subject to the  foregoing,  the  Company  will use its  commercially  reasonable
efforts  to effect  promptly  the  registration  of all  shares  of  Registrable
Securities on Form S-3 to the extent  requested by the Holder or Holders thereof
for purposes of disposition.

         8. Obligations of the Company.  Whenever  required under this Agreement
to effect the registration of any Registrable Securities,  the Company shall, as
expeditiously as reasonably possible:

                  (a)  Prepare  and file with the SEC a  registration  statement
with respect to such Registrable  Securities and use its reasonable best efforts
to cause such registration statement to become effective,  and, upon the request
of  the  Holders  of  a  majority  of  the  Registrable   Securities  registered
thereunder,  keep such  registration  statement  effective for up to one hundred
twenty (120) days.

                  (b)  Prepare  and  file  with  the  SEC  such  amendments  and
supplements to such registration statement and the prospectus used in connection
with  such  registration  statement  as may be  necessary  to  comply  with  the
provisions  of  the  Securities  Act  with  respect  to the  disposition  of all
securities covered by such registration statement.

                  (c)  Furnish  to the  Holders  such  numbers  of  copies  of a
prospectus,   including  a  preliminary  prospectus,   in  conformity  with  the
requirements  of the  Securities  Act,  and  such  other  documents  as they may
reasonably  request  in order  to  facilitate  the  disposition  of  Registrable
Securities owned by them.

                  (d)  Use  its  best   efforts  to  register  and  qualify  the
securities  covered by such registration  statement under the securities laws of
such  jurisdictions  as shall be reasonably  appropriate for the distribution of
the securities covered by the registration  statement;  provided,  however, that
the  Company  shall not be required in  connection  therewith  or as a condition
thereto  to qualify to do  business  or to file a general  consent to service of
process in any such  jurisdiction,  and further  provided that (anything in this
Agreement  to the  contrary  notwithstanding  with  respect  to the  bearing  of
expenses) if any  jurisdiction in which the securities  shall be qualified shall
require that  expenses  incurred in  connection  with the  qualification  of the
securities  in that  jurisdiction  be borne by selling  stockholders,  then such
expenses  shall be  payable  by the  selling  Holders  pro rata,  to the  extent
required by such  jurisdiction if such Holders do not elect to withdraw from the
registration after notice of such requirement.

                                      -8-
<PAGE>

                  (e) In the event of any underwritten  public  offering,  enter
into and perform its  obligations  under an  underwriting  agreement  with terms
generally satisfactory to the managing underwriter of such offering. Each Holder
participating  in such  underwriting  shall  also  enter  into and  perform  its
obligations under such an agreement.

                  (f) Notify each Holder of  Registrable  Securities  covered by
such registration  statement,  at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, of the happening of any event
as a result of which the prospectus included in such registration  statement, as
then in effect,  includes  an untrue  statement  of a material  fact or omits to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein not misleading in light of the circumstances  then existing.
In such instance,  Company shall use its best efforts to cure any such statement
or omission so as to render such statement or omission not misleading.

         9. Expenses of  Registration.  All  Registration  Expenses  incurred in
connection  with any  registration,  qualification,  or  compliance  pursuant to
Sections  5, 6 or 7 shall be borne  by the  Company.  All  Selling  Expenses  in
connection with any registration,  qualification,  or compliance hereunder shall
be borne by the Holders  pro-rata based on the number of Registrable  Securities
so registered.

         10.  Registration  Procedures.   In  the  case  of  each  registration,
qualification or compliance  effected by the Company pursuant to this Agreement,
the Company  will keep each Holder  advised in writing as to the  initiation  of
each  registration,  qualification  and  compliance  and  as to  the  completion
thereof.  In  connection  with  any  registration   effected  pursuant  to  this
Agreement,  the Company will prepare and file such amendments and supplements to
its registration  statement as may be necessary to comply with the provisions of
the Securities Act with respect to the disposition of all securities  covered by
such  registration  statement.  At its  expense,  the Company  will furnish such
number of  prospectuses  and other documents  incident  thereto as a Holder from
time to time may reasonably request.

         11. Termination of Registration Rights. The registration rights granted
pursuant to this Agreement shall terminate with respect to a particular  Holder,
such time as such Holder is eligible  to sell all of such  Holder's  Registrable
Securities under Rule 144 or other applicable  exemption from registration under
the Securities Act within a three month period.

         12. Indemnification.

                  To the extent  permitted by law,  the Company  will  indemnify
each Holder,  each of its  officers,  directors  and partners and such  Holder's
legal counsel and  independent  accountants,  and each person  controlling  such
Holder within the meaning of Section 15 of the  Securities  Act, with respect to
which  registration,  qualification or compliance has been effected  pursuant to
this Agreement,  and each underwriter,  if any, and each person who controls any
underwriter  within the meaning of Section 15 of the Securities Act, against all
expenses,  claims,  losses,  damages  and  liabilities  (or  actions  in respect
thereof),  including  any  of  the  foregoing  incurred  in  settlement  of  any


                                      -9-
<PAGE>

litigation,  commenced  or  threatened,  arising  out of or based on any  untrue
statement (or alleged  untrue  statement)  of a material  fact  contained in any
registration statement,  prospectus, offering circular or other document, or any
amendment   or   supplement   thereto,   incident  to  any  such   registration,
qualification or compliance,  or based on any omission (or alleged  omission) to
state therein a material fact required to be stated therein or necessary to make
the statements  therein,  in light of the circumstances in which they were made,
not  misleading,  or any violation by the Company of the  Securities  Act or the
Exchange  Act or the  securities  laws of any  state or any  rule or  regulation
thereunder,  and  relating  to action or  inaction  required  of the  Company in
connection with any such  registration,  qualification  or compliance,  and will
reimburse  each such Holder,  each of its  officers,  directors and partners and
such  Holder's  legal  counsel  and  independent  accountants,  and each  person
controlling such Holder,  each such underwriter and each person who controls any
such underwriter,  for any legal and any other expenses  reasonably  incurred in
connection  with  investigating,  preparing or defending  any such claim,  loss,
damage, liability or action, provided that the Company will not be liable in any
such case to the extent that any such claim, loss, damage,  liability or expense
arises out of or is based on any untrue  statement or omission or alleged untrue
statement  or omission,  made in reliance  upon and in  conformity  with written
information  furnished  to the Company by an  instrument  duly  executed by such
Holder  or  underwriter  and  stated to be  specifically  for use  therein;  and
provided,  further,  that the  Company  will not be liable to any such person or
entity with respect to any such untrue  statement or omission or alleged  untrue
statement or omission made in any  preliminary  prospectus  that is corrected in
the  final  prospectus  filed  with  the  Commission  pursuant  to  Rule  424(b)
promulgated  under the  Securities  Act (or any  amendment or supplement to such
prospectus) if the person  asserting any such loss,  claim,  damage or liability
purchased  securities  but was not  sent or given a copy of the  prospectus  (as
amended or supplemented) at or prior to the written  confirmation of the sale of
such securities to such person in any case where such delivery of the prospectus
(as amended or  supplemented)  is required by the  Securities  Act,  unless such
failure to deliver the prospectus (as amended or  supplemented)  was a result of
the Company's failure to provide such prospectus (as amended or supplemented).

                  To the extent  permitted by law,  each Holder will,  severally
and not jointly,  if Registrable  Securities held by such Holder are included in
the  securities as to which such  registration,  qualification  or compliance is
being  effected,  indemnify the Company,  each of its directors and officers and
its legal counsel and independent accountants,  each underwriter, if any, of the
Company's securities covered by such a registration  statement,  each person who
controls the Company or such underwriter within the meaning of Section 15 of the
Securities Act, and each other such Holder, each of its officers,  directors and
partners and each person  controlling  such Holder within the meaning of Section
15 of the Securities Act,  against all claims,  losses,  damages and liabilities
(or actions in respect  thereof) arising out of or based on any untrue statement
(or  alleged  untrue  statement)  of a  material  fact  contained  in  any  such
registration statement,  prospectus, offering circular or other document, or any
omission (or alleged  omission) to state  therein a material fact required to be
stated  therein or necessary  to make the  statements  therein,  in light of the
circumstances  in which they were made, not  misleading,  and will reimburse the
Company,  such Holders,  such directors,  officers,  legal counsel,  independent
accountants, underwriters or control persons for any legal or any other expenses
reasonably  incurred in  connection  with  investigating  or defending  any such
claim, loss,  damage,  liability or action, in each case to the extent, but only
to the extent,  that such untrue  statement  (or alleged  untrue  statement)  or

                                      -10-
<PAGE>
omission  (or  alleged  omission)  is  made  in  such  registration   statement,
prospectus,  offering  circular  or  other  document  in  reliance  upon  and in
conformity  with written  information  furnished to the Company by an instrument
duly  executed by such  Holder and stated to be  specifically  for use  therein;
provided,  however,  that the  obligations  of such Holders  hereunder  shall be
limited to an amount equal to the proceeds,  net of  underwriting  discounts and
commissions but not expenses, to each such Holder of Registrable Securities sold
as contemplated herein.

                  Each party entitled to indemnification under this Section (the
"Indemnified  Party")  shall  give  notice  to the  party  required  to  provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the  Indemnifying  Party to assume  the  defense of any such claim or any
litigation  resulting  therefrom,  provided  that  counsel for the  Indemnifying
Party,  who shall  conduct  the  defense of such claim or  litigation,  shall be
approved by the  Indemnified  Party (whose  approval  shall not be  unreasonably
withheld),  and the  Indemnified  Party may  participate in such defense at such
party's expense,  and provided further that the failure of any Indemnified Party
to give notice as provided  herein shall not relieve the  Indemnifying  Party of
its  obligations  under this  Agreement,  except to the extent,  but only to the
extent,  that the  Indemnifying  Party's ability to defend against such claim or
litigation  is  impaired  as a  result  of  such  failure  to  give  notice.  No
Indemnifying  Party,  in the  defense  of any such claim or  litigation,  shall,
except  with the  consent  of each  Indemnified  Party,  consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such  Indemnified  Party
of a release from all liability in respect to such claim or litigation.

                  If the indemnification provided for in this Section 12 is held
by a court of competent  jurisdiction to be unavailable to an Indemnified  Party
with  respect to any loss,  liability,  claim,  damage,  or expense  referred to
therein,  then the Indemnifying  Party, in lieu of indemnifying such Indemnified
Party  hereunder,  shall  contribute  to the  amount  paid  or  payable  by such
indemnified party as a result of such loss, liability, claim, damage, or expense
in such  proportion  as is  appropriate  to reflect  the  relative  fault of the
Indemnifying  Party on the one hand and of the Indemnified Party on the other in
connection  with  the  statements  or  omissions  that  resulted  in such  loss,
liability,  claim,  damage,  or expense as well as any other relevant  equitable
considerations.  The  relative  fault  of  the  Indemnifying  Party  and  of the
Indemnified  Party shall be  determined  by reference  to,  among other  things,
whether  the  untrue or  alleged  untrue  statement  of a  material  fact or the
omission  to state a  material  fact  relates  to  information  supplied  by the
Indemnifying Party or by the Indemnified Party and the parties' relative intent,
knowledge,  access to  information,  and  opportunity to correct or prevent such
statement or omission. In no event shall any contribution by a Holder under this
Section  12(d)  combined  with any amounts paid pursuant to Section 12(b) above,
exceed the  proceeds,  net of  underwriting  discounts and  commissions  but not
expenses, from the offering received by such Holder.

         13.  Information  by  Holder.  The  Holder or  Holders  of  Registrable
Securities  included  in any  registration  shall  furnish to the  Company  such
information  regarding such Holder or Holders and the  distribution  proposed by
such  Holder or Holders as the  Company  may  request in writing and as shall be


                                      -11-
<PAGE>
required  in  connection  with any  registration,  qualification  or  compliance
referred to in this Agreement.

         14. Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the Commission which may at any time permit the
sale of the  Restricted  Securities  to the  public  without  registration,  the
Company agrees to use its best efforts to:

                  (a) make and keep public information available, as those terms
are understood and defined in Rule 144 promulgated under the Securities Act;

                  (b) file with the  Commission  in a timely  manner all reports
and other  documents  required of the Company under the  Securities  Act and the
Exchange Act; and

                  (c) furnish to Holders upon request a written  statement as to
its compliance with the reporting requirements of Rule 144 and of the Securities
Act and the Exchange Act, a copy of the most recent  annual or quarterly  report
of the Company,  and such other reports and documents of the Company as a Holder
may  reasonably  request in  availing  itself of any rule or  regulation  of the
Commission   allowing   such  Holder  to  sell  any  such   securities   without
registration.


                                      -12-
<PAGE>

         15.  Transfer  of Rights.  Provided  that the  Company  is given  prior
written notice of such  assignment,  the rights  granted  hereunder to cause the
Company to register  securities  may be assigned to (i) a transferee or assignee
who  acquires at least 5,000  shares of  Registrable  Securities  (appropriately
adjusted for any stock split, stock dividend, recapitalization, or similar event
after the date hereof) and who agrees to be bound by the terms and conditions of
this Agreement or (ii) any affiliate or constituent partner of a Holder.

         16. Board of Directors  Observer Rights.  Each Investor not represented
on the Company's  Board of Directors shall have the right to attend all meetings
of the  Board  of  Directors  in a  non-voting  observer  capacity,  and in that
respect,  the  Company  shall  give  each such  person  or entity  copies of all
notices,  minutes,  consents and other  material  that it provides to directors;
provided,  however,  that  the  Company  reserves  the  right  to  exclude  such
representative(s)  from access to any material or meeting or portion  thereof if
the Company  believes  upon advice of counsel that such  exclusion is reasonably
necessary  to  preserve  the  attorney-client   privilege,   to  protect  highly
confidential proprietary information or for other similar reasons. Each Investor
agrees,  and  any  representative  of  such  Investor  will  agree,  to  hold in
confidence  and trust and not use or  disclose  to any person  any  confidential
information  provided to or learned by it in  connection  with its rights  under
this  Section  16.  The  confidentiality  provisions  above  shall  survive  any
termination   of  this   Agreement.   The  rights  under  this  Section  16  are
nonassignable,  except to permitted  transferees of shares who are affiliates of
the  transferring  party and who acquire  all of the shares of the  transferring
party.

         17. Miscellaneous

                  (a)  Governing  Law. This  Agreement  shall be governed by and
interpreted  in  accordance  with the laws of the State of  California,  without
regard to the conflicts of laws provisions thereof.  The parties hereto agree to
submit to the  jurisdiction  of the  federal  and  state  courts of the State of
California with respect to the breach or interpretation of this Agreement or the
enforcement of any and all rights, duties, liabilities,  obligations, powers and
other relations between or among the parties arising under this Agreement.

                  (b)  Notices,   etc.  All  notices  and  other  communications
required  or  permitted  hereunder  shall be in  writing  and  shall  be  deemed
effectively  given upon  delivery  to the party to be  notified  in person or by
courier  service or five (5) days after  deposit with the United States mail, by
registered or certified mail, postage prepaid,  addressed (a) if to a Holder, to
such address as such Holder  shall have  furnished  the Company in writing,  or,
until any such Holder so furnishes an address to the Company, then to and at the
address of the last holder of such securities who has so furnished an address to
the Company, or (b) if to the Company, to the address of its principle executive
offices and addressed to the  attention of the Chief  Executive  Officer,  or at
such  other  address  as the  Company  shall have  furnished  to the  Holders in
writing.

                                      -13-
<PAGE>

                  (c) Amendment. Any provision of this Agreement may be amended,
waived or modified upon the written  consent of (i) the Company and (ii) Holders
of a majority of the then  outstanding  Registrable  Securities.  Any Holder may
waive any of its, his or her rights or the  Company's  obligations  hereunder to
such Holder without obtaining the consent of any other person.

                  (d) Entire Agreement.  This Agreement constitutes the full and
entire  understanding  among the parties  regarding the subject  matter  herein.
Except as otherwise expressly provided herein, the provisions hereof shall inure
to the  benefit  of,  and be  binding  upon,  the  successors,  assigns,  heirs,
executors and administrators of the parties hereto. Pursuant to Section 17(c) of
the Amended  Agreement,  a majority in interest of the Prior Investors,  who are
signatories hereto, and the Company hereby terminate the Amended Agreement,  and
agree  that  this  Agreement  supersedes,   terminates  and  voids  the  Amended
Agreement.

                  (e) Counterparts. This Agreement may be executed in any number
of counterparts and by facsimile,  each of which shall be an original and all of
which together shall constitute one instrument.


                                      -14-
<PAGE>

         IN WITNESS WHEREOF, the undersigned have executed this Second Amended
and Restated Registration Rights Agreement as of the date set forth above.



                                "COMPANY" ORYX TECHNOLOGY CORPORATION
                                a Delaware corporation


                                By:  /s/ Philip J. Micciche
                                    --------------------------------------------
                                    Name:  Philip J. Micciche
                                    Title: President and Chief Executive Officer


"INVESTORS"

                                CRENSHAW INVESTMENTS


                                By:  /s/ Peter Brigham
                                    --------------------------------------------
                                    Name: Peter Brigham
                                    Title: Secretary


                                VMR HIGH OCTANE FUND


                                By:  /s/ Richard Hubbard
                                    --------------------------------------------
                                    Name:  Richard Hubbard
                                    Title: Director



                                NORTHLEA PARTNERS LTD.


                                By:  /s/ John H. Abeles
                                    --------------------------------------------
                                    Name:  John H. Abeles, M.D.
                                    Title: General Partner


                                      -1-
<PAGE>

                                SIGMA INTERNATIONAL II, L.P.,
                                A Cayman Islands Limited Partnership

                                By:  Lanton Investments, as General Partner

                                By:  /s/ Richard Hubbard
                                    --------------------------------------------
                                    Name:  Richard Hubbard
                                    Title: Director


                                COLUMBUS NOVA INVESTMENTS A.V.V.

                                By:  /s/ Andrew Intrater
                                    --------------------------------------------
                                    Name: Andrew Intrater
                                    Title: Managing Partner


                                ACOMEX EXECUTIVE PENSION FUND


                                By:  /s/ Richard Hubbard
                                    --------------------------------------------
                                    Name:  Richard Hubbard
                                    Title: Director


                               /s/ W. James Tozer. Jr.
                               -------------------------------------------------
                               W. JAMES TOZER, JR.







                               THE VIRGINIA S. TOZER FAMILY TRUST

                               By:  /s/ W. James Tozer, Jr.
                                    --------------------------------------------
                                    Name:  W. James Tozer, Jr.
                                    Title: Trustee


                                      -2-
<PAGE>

                               CRATON CAPITAL, LP

                               By: Craton Capital Advisors, Inc,
                                   as General Partner

                               By:  /s/ Raju L. Shah
                                    --------------------------------------------
                                    Name:  Raju L. Shah
                                    Title: President



                               /s/ George Guppy
                               -------------------------------------------------
                               GEORGE GUPPY




                                      -3-
<PAGE>

                                    EXHIBIT E
                                    ---------

                              Financial Statements
                              --------------------











                                      -1-
<PAGE>

                                    EXHIBIT F
                                    ---------

                          Waiver by Oryx Ventures, LLC
                          ----------------------------


                                     WAIVER


            This Waiver is made with respect to the following facts.


         1. Oryx  Ventures,  LLC, a Delaware  limited  liability  company ("Oryx
Ventures"),  an  affiliate  of Oryx  Technology  Corp.,  a Delaware  corporation
("Oryx"),  is contemplating an investment in Series C Preferred Stock ("Series C
Preferred") to be issued by S2 Technologies, Inc. ("S2 Technologies").

         2. Pursuant to the Oryx  Ventures,  LLC Amended and Restated  Operating
Agreement (the "Operating  Agreement")  Phillip Micciche,  Mitchel Underseth and
Luis  Borge,  as  members  of Oryx  Ventures,  are  entitled  to  share up to an
aggregate twenty percent (20%) of the profits of Oryx Ventures.


         3. Oryx believes  that it is in its  stockholders'  best  interests for
Oryx  Ventures  to  invest  in  the  Series  C  Preferred  to  be  issued  by S2
Technologies.


         4. To effect such investment in S2 Technologies, Oryx is selling shares
and warrants to purchase common stock under a Common Stock and Warrant  Purchase
Agreement  dated  January 29,  2004 (the  "Purchase  Agreement"),  to which this
Waiver is attached as Exhibit F, and  contributing  the cash proceeds thereof to
Oryx Ventures as an additional  capital  contribution to enable Oryx Ventures to
purchased  the  Series C  Preferred.  The  purchasers  of the  common  stock and
warrants issued by Oryx pursuant to the Purchase  Agreement have conditioned the
purchase by Oryx Ventures of the Series C Preferred on Messrs.  Micciche,  Borge
and  Underseth  waiving  any  rights  they may have to claim any  profits  of or
ownership interest in any securities of S2 Technologies which arise from, relate
to, or derive in any manner from any securities purchased by Oryx Ventures in S2
Technologies  using any of the funds paid by purchasers  for Oryx's common stock
and warrants purchased under the Purchase Agreement.

         5. Oryx and Oryx  Ventures  believe it is in the best  interests of the
stockholders of Oryx that Messrs.  Micciche,  Underseth and Borge so waive their
respective rights, as requested.



                                      -1-
<PAGE>



         NOW, THEREFORE,  Messrs. Micciche,  Underseth and Borge hereby agree as
follows:

         In  consideration  of the above  recitals,  and the  purchase of Oryx's
securities by the  investors  named in the Purchase  Agreement,  each of Messrs.
Micciche,  Underseth and Borge hereby agree, now and forever,  that he shall not
make, and he hereby waives, forfeits,  abandons,  relinquishes and releases, now
and forever,  any claim to the profits of Oryx Ventures which arise from, relate
to, or derive in any  manner  from any  securities  purchased  directly  by Oryx
Ventures in S2 Technologies using, arising out of, or relating to the funds paid
by  purchasers  for the common stock and warrants  purchased  under the Purchase
Agreement.  This  Waiver  shall  not  affect  the  rights of  Messrs.  Micciche,
Underseth  and Borge to claim their share and the proceeds  thereof of any prior
or future investment made by Oryx Ventures in S2 Technologies.

         IN  WITNESS  WHEREOF,  this  Waiver is  executed  as of the 29th day of
January, 2004.




                                        /s/ Philip J. Micciche
                                        ----------------------------------------
                                        Philip J. Micciche


                                        /s/ Mitchel Underseth
                                        ----------------------------------------
                                        Mitchel Underseth


                                        /s/ Luis Borge
                                        ----------------------------------------
                                        Luis Borge



         ACKNOWLEDGED AND AGREED:

         ORYX VENTURES, LLC

         By:       /s/ Philip J. Micciche
                  ----------------------------------------
                  Philip J. Micciche
                  Manager

         ORYX TECHNOLOGY CORP.

         By:      /s/ Philip J. Micciche
                  ----------------------------------------
                  Philip J. Micciche
                  President and Chief Executive Officer



                                      -2-
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                                TABLE OF CONTENTS
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