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                                                                    Exhibit 10.1



                          SECURITIES PURCHASE AGREEMENT

         This Securities Purchase Agreement (this "Agreement") is dated as of
November 24, 2003, among Interactive Systems Worldwide Inc., a Delaware
corporation (the "Company"), and the purchasers identified on the signature
pages hereto (each, including its successors and assigns, a "Purchaser" and
collectively the "Purchasers").

         WHEREAS, subject to the terms and conditions set forth in this
Agreement and pursuant to Section 4(2) of the Securities Act of 1933, as amended
(the "Securities Act") and Rule 506 promulgated thereunder, the Company desires
to issue and sell to each Purchaser, and each Purchaser, severally and not
jointly, desires to purchase from the Company, securities of the Company as more
fully described in this Agreement.

         NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in
this Agreement, and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the Company and each Purchaser agrees
as follows:


                                    ARTICLE I
                           DEFINITIONS; INTERPRETATION

         1.1 Definitions. In addition to the terms defined elsewhere in this
Agreement: (a) capitalized terms that are not otherwise defined herein have the
meanings given to such terms in the Debentures (as defined herein), and (b) the
following terms have the meanings indicated in this Section 1.1:

                  "Action" shall have the meaning ascribed to such term in
         Section 3.1(j).

                  "Affiliate" means any Person that, directly or indirectly
         through one or more intermediaries, controls or is controlled by or is
         under common control with a Person, as such terms are used in and
         construed under Rule 144 under the Securities Act.

                  "Capital Shares" means the Common Stock and any shares of any
         other class of common stock or preferred stock, whether now or
         hereafter authorized, having the right to participate in the
         distribution of earnings and assets of the Company.

                  "Capital Shares Equivalents" means any securities, rights or
         obligations that are convertible into or exchangeable for or give any
         right to subscribe for or purchase, directly or indirectly, any Capital
         Shares or any warrants, options or other rights to subscribe for or
         purchase, directly or indirectly, Capital Shares or any such
         convertible or exchangeable securities.

                  "Closing" means the closing of the purchase and sale of the
         Securities pursuant to Section 2.1.

                  "Closing Date" means the date hereof.


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                  "Commission" means the Securities and Exchange Commission.

                  "Common Stock" means the common stock of the Company, par
         value $0.001 per share, and any securities into which such common stock
         shall hereinafter have been reclassified into.

                  "Company Counsel" means Friedman Kaplan Seiler & Adelman LLP
         with offices at 1633 Broadway, 46th Floor, New York, New York
         10019-6708.

                  "Debentures" means, the 7.5% Convertible Debentures due 30
         months from their date of issuance, issued by the Company to the
         Purchasers hereunder, in the form of Exhibit A.

                  "Disclosure Schedules" shall have the meaning ascribed to such
         term in Section 3.1 hereof.

                  "Effective Date" means the date that the initial Registration
         Statement filed by the Company pursuant to the Registration Rights
         Agreement is first declared effective by the Commission.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
         amended.

                  "FW" means Feldman Weinstein LLP with offices at 420 Lexington
         Avenue, Suite 2620, New York, New York 10170-0002.

                  "GAAP" shall have the meaning ascribed to such term in Section
         3.1(h) hereof.

                  "Liens" shall have the meaning ascribed to such term in
         Section 3.1(a) hereof.

                  "Losses" means any and all losses, claims, damages,
         liabilities, settlement costs and expenses, including costs of
         preparation and reasonable attorneys' fees.

                  "Market Price" equals $4.16, subject to adjustment for reverse
         and forward stock splits, stock dividends, stock combinations and other
         similar transactions of the Common Stock that occur after the date of
         this Agreement.

                  "Material Adverse Effect" shall have the meaning assigned to
         such term in Section 3.1(b) hereof.

                  "Per Share Purchase Price" equals $3.33, subject to adjustment
         for reverse and forward stock splits, stock dividends, stock
         combinations and other similar transactions of the Common Stock that
         occur after the date of this Agreement.

                  "Person" means an individual or corporation, partnership,
         trust, incorporated or unincorporated association, joint venture,
         limited liability company, joint stock company, government (or an
         agency or subdivision thereof) or other entity of any kind.


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                  "Principal Market" means initially the NASDAQ Small-Cap Market
         and shall also include the American Stock Exchange, the New York Stock
         Exchange, or the NASDAQ National Market, whichever is at the time the
         principal trading exchange or market for the Common Stock, based upon
         share volume.

                  "Proceeding" means an action, claim, suit, investigation or
         proceeding (including an investigation or partial proceeding, such as a
         deposition), whether commenced or threatened.

                   "Registration Rights Agreement" means the Registration Rights
         Agreement, dated the Closing Date, among the Company and the
         Purchasers, in the form of Exhibit B.

                  "Registration Statement" means a registration statement
         meeting the requirements set forth in the Registration Rights Agreement
         and covering, among other things, the resale of the Shares and the
         Underlying Shares by each Purchaser as provided for in the Registration
         Rights Agreement.

                  "Required Approvals" shall have the meaning ascribed to such
         term in Section 3.1(e) hereof.

                  "Required Minimum" means, as of any date, the maximum
         aggregate number of shares of Common Stock then issued or potentially
         issuable in the future pursuant to the Transaction Documents, including
         any Underlying Shares issuable upon payment of principal amounts of, or
         interest on, the Debentures, and upon exercise or conversion in full of
         all Warrants and Debentures, ignoring any conversion or exercise limits
         set forth therein, and assuming that the Set Price is at all times on
         and after the date of determination the lesser of the Set Price and 90%
         of the VWAP on the Trading Day immediately prior to the date of
         determination.

                  "Rule 144" means Rule 144 promulgated by the Commission
         pursuant to the Securities Act, as such Rule may be amended from time
         to time, or any similar rule or regulation hereafter adopted by the
         Commission having substantially the same effect as such Rule.

                  "SEC Reports" shall have the meaning ascribed to such term in
         Section 3.1(h) hereof.

                  "Securities" means the Debentures, the Shares, the Warrants
         and the Underlying Shares.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Set Price" shall have the meaning ascribed to such term in
         the Debentures.

                  "Shareholder Approval" means such approval as may be required
         by the applicable rules and regulations of the Principal Market (or any
         successor entity) from the shareholders of the Company with respect to
         the transactions contemplated by the Transaction Documents, including
         the issuance of the Shares and all of the Underlying Shares in excess
         of 19.9% of the Company's issued and outstanding Common Stock on the
         Closing Date.


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                  "Shares" means the shares of Common Stock issued at the
         Closing to each Purchaser pursuant to this Agreement.

                  "Subscription Amount" means, as to each Purchaser, the
         aggregate amount to be paid for Debentures, Warrants and Shares
         purchased hereunder at the Closing as specified below such Purchaser's
         name on the signature page of this Agreement and next to the heading
         "Subscription Amount", in United States Dollars and in immediately
         available funds; but excluding the exercise price of the Warrants.

                  "Subsidiary" means the subsidiaries of the Company as set
         forth on Schedule 3.1(a) attached hereto, excluding the subsidiaries on
         such Schedule which have been designated as "inactive"; provided that,
         in the event they become active in the business or finances of the
         Company, they shall thereafter be included as a Subsidiary with respect
         to any provision where applicable.

                  "Trading Day" means any day during which the Principal Market
         shall be open for business.

                  "Transaction Documents" means this Agreement, the Debentures,
         the Warrants, the Registration Rights Agreement and any other documents
         or agreements executed in connection with the transactions contemplated
         hereunder.

                  "Underlying Shares" means the shares of Common Stock issuable
         upon conversion of the Debentures and upon exercise of the Warrants and
         issued and issuable in lieu of cash payments of principal of, and
         interest on, the Debentures.

                  "VWAP" means, for any date, the price determined by the first
         of the following clauses that applies: (a) if the Common Stock is then
         listed or quoted on a Principal Market, the daily volume weighted
         average price of the Common Stock for such date (or the nearest
         preceding date) on the Principal Market on which the Common Stock is
         then listed or quoted as reported by Bloomberg Financial L.P. (based on
         a Trading Day from 9:30 a.m. Eastern Time to 4:02 p.m. Eastern Time);
         (b) if the Common Stock is not then listed or quoted on a Trading
         Market and if prices for the Common Stock are then quoted on the OTC
         Bulletin Board, the volume weighted average price of the Common Stock
         for such date (or the nearest preceding date) on the OTC Bulletin
         Board; (c) if the Common Stock is not then listed or quoted on the OTC
         Bulletin Board and if prices for the Common Stock are then reported in
         the "Pink Sheets" published by the National Quotation Bureau
         Incorporated (or a similar organization or agency succeeding to its
         functions of reporting prices), the most recent bid price per share of
         the Common Stock so reported prior to the day in question; or (d) in
         all other cases, the fair market value of a share of Common Stock as
         determined by an independent appraiser selected in good faith by the
         Purchasers and reasonably acceptable to the Company.


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                  "Warrants" means collectively the Common Stock purchase
         warrants, in the form of Exhibit C delivered to the Purchasers at the
         Closing in accordance with Section 2.2 hereof.

                  "Warrant Shares" means the shares of Common Stock issuable
         upon exercise of the Warrants.

         1.2 Interpretation. Unless the context otherwise requires, the terms
defined in this Article 1 shall have the meanings herein specified for all
purposes of this Agreement, applicable to both the singular and plural forms of
any of the terms defined herein. When a reference is made in this Agreement to a
Section, such reference shall be to a Section of this Agreement unless otherwise
indicated. Whenever the words "include," "includes" or "including" are used in
this Agreement, they shall be deemed to be followed by the words "without
limitation." The use of any gender herein shall be deemed to include the neuter,
masculine and feminine genders wherever necessary or appropriate. When any
matter is disclosed (a) in any Transaction Document (including any exhibit or
schedule thereto), (b) any place in the Disclosure Schedule, or (c) except with
respect to Sections 3.1(g), 3.1(s), 3.1(u), 3.1(v), 3.1(w), 3.1(dd), 3.1(ee),
and 3.1(ff) of this Agreement and with respect to Section 6(b) and Section 6(c)
of the Registration Rights Agreement, in the Company's Form 10-KSB for the year
ended September 30, 2002, the Proxy Statement for the 2003 Annual Meeting of
Shareholders, the Forms 10-QSB for the quarters ended December 31, 2002, March
31, 2003 or June 20, 2003, or any press releases issued after the filing of the
Form 10-QSB for the quarter ended June 30, 2003 and prior to the Closing Date,
such matter shall be deemed to have been disclosed to all of the Purchasers for
all purposes pursuant to all of the Transaction Documents. If any period of time
for the performance under the Transaction Documents ends on a day that is not a
Trading Day, such period of time shall be automatically extended to end at the
end of the next succeeding Trading Day.


                                   ARTICLE II
                                PURCHASE AND SALE

         2.1 Closing. On the Closing Date, and upon the terms and subject to the
conditions set forth herein, concurrent with the execution and delivery of this
Agreement by the parties hereto, the Company hereby sells, and the Purchasers
hereby purchase in the aggregate and in proportionate amounts, severally and not
jointly, $2,600,000 principal amount of the Debentures and $1,300,000 of Common
Stock. For purposes of clarification, for each $2 principal amount of Debentures
purchased by a Purchaser, such Purchaser shall be required to also purchase $1
of Common Stock, and vise versa. At the Closing, each Purchaser shall deliver to
the Company via wire transfer to an account designated by the Company
immediately available funds equal to such Purchaser's Subscription Amount and
the Company shall deliver to each Purchaser (i) a Debenture evidencing a
principal amount equal to 66.67% of such Purchaser's Subscription Amount, (ii) a
number of Shares equal to 33.33% of such Purchaser's Subscription Amount divided
by the Per Share Purchase Price, (iii) a Warrant exercisable for that number of
Underlying Shares in respect of such Purchaser's Warrant, as determined pursuant
to Section 2.2(a)(ii) and (iv) the other items set forth in Section 2.2 issuable
by the Company at the Closing. The Closing shall occur at the offices of FW, or
such other location as the parties shall mutually agree.


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         2.2      Conditions to Closing.

                  (a) At or prior to the Closing Date, unless otherwise
         indicated below, the Company shall deliver or cause to be delivered to
         each Purchaser the following:

                           (i) within 3 Trading Days after the Closing Date, a
                  Debenture with a principal amount equal to 66.67% of such
                  Purchaser's Subscription Amount, registered in the name of
                  such Purchaser;

                           (ii) within 3 Trading Days after the Closing Date, a
                  Warrant registered in the name of such Purchaser to purchase
                  up to a number of shares of Common Stock equal to 30% of such
                  Purchaser's Subscription Amount divided by the Market Price,
                  with a term of 5 years from the Closing Date and an exercise
                  price equal to 110% of the Market Price;

                           (iii) the legal opinion of Company Counsel,
                  substantially in the form of Exhibit D attached hereto,
                  addressed to the Purchasers;

                           (iv) the Registration Rights Agreement duly executed
                  by the Company;

                           (v) the written voting agreements of all of the
                  officers, directors and shareholders holding more than 10% of
                  the issued and outstanding shares of Common Stock on the
                  Closing Date to vote all Common Stock owned by each of such
                  officers, directors and shareholders as of the record date for
                  the annual meeting of shareholders of the Company in favor of
                  the Shareholder Approval;

                           (vi) within 5 Trading Days after the Closing Date, a
                  certificate evidencing a number of Shares equal to 33.33% of
                  such Purchaser's Subscription Amount divided by the Per Share
                  Purchase Price, registered in the name of such Purchaser; and

                           (vii) this Agreement, duly executed by the Company.

                  (b) At or prior to the Closing, each Purchaser shall deliver
         or cause to be delivered to the Company the following:

                           (i) such Purchaser's Subscription Amount (via wire
                  transfer to an account designated by the Company in
                  immediately available funds equal to such Purchaser's
                  Subscription Amount);

                           (ii) this Agreement, duly executed by such Purchaser;
                  and

                           (iii) the Registration Rights Agreement duly executed
                  by such Purchaser.


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                  (c) All representations and warranties of the other parties
         contained herein shall be true and correct as of the Closing Date.


                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

         3.1 Representations and Warranties of the Company. Except as set forth
in the disclosure schedules delivered to the Purchasers concurrently herewith
(the "Disclosure Schedules") which Disclosure Schedules shall be deemed a part
hereof, and other than with respect to Sections 3.1(g), 3.1(s), 3.1(u), 3.1(v),
3.1(w), 3.1(dd), 3.1(ee), and 3.1(ff), except as set forth in the Company's most
recent Form 10-KSB, Proxy Statement for the 2003 Annual Meeting of Shareholders,
any of the Company's 3 most recent 10-QSBs, or any press release issued after
the filing of the 10-QSB for the quarter ended June 30, 2003, the Company hereby
makes the representations and warranties set forth below to each Purchaser.

                  (a) Subsidiaries. All of the subsidiaries of the Company are
         set forth on Schedule 3.1(a). The Company owns, directly or indirectly,
         all of the capital stock or other equity interests of each Subsidiary
         free and clear of any lien, charge, security interest, encumbrance,
         right of first refusal or other restriction (collectively, "Liens"),
         and all the issued and outstanding shares of capital stock of each
         Subsidiary are validly issued and are fully paid, non-assessable and
         free of preemptive and similar rights.

                  (b) Organization and Qualification. Each of the Company and
         the Subsidiaries is an entity, validly existing and in good standing
         under the laws of the jurisdiction of its incorporation or organization
         (as applicable), with the requisite power and authority to own and use
         its properties and assets and to carry on its business as currently
         conducted. Neither the Company nor any Subsidiary is in violation of
         any of the provisions of its respective certificate or articles of
         incorporation, bylaws or other organizational or charter documents.
         Each of the Company and the Subsidiaries is duly qualified to do
         business and is in good standing as a foreign corporation or other
         entity in each jurisdiction in which the nature of the business
         conducted or property owned by it makes such qualification necessary,
         except where the failure to be so qualified or in good standing, as the
         case may be, is not likely to, individually or in the aggregate: (i)
         adversely affect the legality, validity or enforceability of any
         Transaction Document, (ii) have or result in or be reasonably likely to
         have or result in a material adverse effect on the results of
         operations, assets, business or condition (financial or otherwise) of
         the Company and the Subsidiaries, taken as a whole, or (iii) adversely
         impair the Company's ability to perform on a timely basis its material
         obligations under any of the Transaction Documents (any of (i), (ii) or
         (iii), a "Material Adverse Effect").

                  (c) Authorization; Enforcement. The Company has the requisite
         corporate power and authority to enter into and, subject to the
         Required Approvals, to consummate the transactions contemplated by each
         of the Transaction Documents and otherwise to carry out its obligations
         in all material respects hereunder or thereunder. The execution and
         delivery of each of the Transaction Documents by the Company and the
         consummation by it of the transactions contemplated hereby or thereby
         have been duly authorized by all necessary action on the part of the
         Company and no further consent or action is required by the Company
         other than Required Approvals. Each of the Transaction Documents has
         been (or upon delivery will be) duly executed by the Company and, when
         delivered in accordance with the terms hereof, will constitute the
         valid and binding obligation of the Company, enforceable against the
         Company in accordance with its terms, subject to applicable bankruptcy,
         insolvency, fraudulent conveyance, reorganization, moratorium and
         similar laws affecting creditors' rights and remedies generally and
         general principles of equity. Neither the Company nor any Subsidiary is
         in violation of any of the provisions of its respective certificate or
         articles of incorporation, by-laws or other organizational or charter
         documents.


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                  (d) No Conflicts. The execution, delivery and performance of
         the Transaction Documents by the Company and the consummation by the
         Company of the transactions contemplated thereby do not and will not:
         (i) conflict with or violate any provision of the Company's or any
         Subsidiary's certificate or articles of incorporation, bylaws or other
         organizational or charter documents, or (ii) subject to obtaining the
         Required Approvals, conflict with, or constitute a default (or an event
         that with notice or lapse of time or both would become a default)
         under, or give to others any rights of termination, amendment,
         acceleration or cancellation (with or without notice, lapse of time or
         both) of, any agreement, credit facility, debt or other instrument
         (evidencing a Company or Subsidiary debt or otherwise) or other
         understanding to which the Company or any Subsidiary is a party or by
         which any property or asset of the Company or any Subsidiary is bound
         or affected, or (iii) assuming that the representations made by each of
         the Purchasers in Section 3.2 are true and correct, result in a
         violation of any law, rule, regulation, order, judgment, injunction,
         decree or other restriction of any court or governmental authority to
         which the Company or a Subsidiary is subject (including federal and
         state securities laws and regulations), or by which any property or
         asset of the Company or a Subsidiary is bound or affected; except in
         the case of each of clauses (ii) and (iii), such as could not,
         individually or in the aggregate, have or result in a Material Adverse
         Effect.

                  (e) Filings, Consents and Approvals. Neither the Company nor
         any Subsidiary is required to obtain any consent, waiver, authorization
         or order of, give any notice to, or make any filing or registration
         with, any court or other federal, state, local or other governmental
         authority or other Person in connection with the execution, delivery
         and performance by the Company of the Transaction Documents, other than
         (i) the press release or filings required under Section 4.7, (ii) the
         filing with the Commission of the Registration Statement, (iii) the
         notice and/or application(s) to the Principal Market for the sale of
         the Shares, Debentures and Warrants and the listing of the Shares and
         the Underlying Shares for trading thereon in the time and manner
         required thereby, (iv) the filing of Form D with the Commission and
         applicable Blue Sky filings and (v) Shareholder Approval (collectively,
         the "Required Approvals").

                  (f) Issuance of the Securities. The Securities are duly
         authorized and the Shares and Underlying Shares, when issued and paid
         for in accordance with the applicable Transaction Documents, will be
         duly and validly issued, fully paid and non-assessable, free and clear
         of all Liens. The Company has reserved from its duly authorized capital
         stock a number of shares of Common Stock for issuance of the Underlying
         Shares and Shares at least equal to the Required Minimum on the Closing
         Date. The Company has not, and to the knowledge of the Company, no
         Affiliate of the Company has, sold, offered for sale or solicited
         offers to buy or otherwise negotiated in respect of any security (as
         defined in Section 2 of the Securities Act) that would be integrated
         with the offer or sale of the Securities in a manner that would require
         the registration under the Securities Act of the sale of the Securities
         to the Purchasers, or that would be integrated with the offer or sale
         of the Securities for purposes of the rules and regulations of the
         Principal Market.


                                      -8-
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                  (g) Capitalization. The number of shares and type of all
         authorized, issued and outstanding capital stock of the Company is set
         forth in the Disclosure Schedules attached hereto. No securities of the
         Company are entitled to preemptive or similar rights, and no Person has
         any right of first refusal, preemptive right, right of participation,
         or any similar right to participate in the transactions contemplated by
         the Transaction Documents. Except as a result of the purchase and sale
         of the Securities, there are no outstanding options, warrants, script
         rights to subscribe to, calls or commitments of any character
         whatsoever relating to, or securities, rights or obligations
         convertible into or exchangeable for, or giving any Person any right to
         subscribe for or acquire, any shares of Common Stock, or contracts,
         commitments, understandings or arrangements by which the Company or any
         Subsidiary is or may become bound to issue additional shares of Common
         Stock, or securities or rights convertible or exchangeable into shares
         of Common Stock. The issuance and sale of the Securities will not
         obligate the Company to issue shares of Common Stock or other
         securities to any Person (other than the Purchasers) and will not
         result in a right of any holder of Company securities to adjust the
         exercise, conversion, exchange or reset price under such securities.

                  (h) SEC Reports; Financial Statements. The Company has filed
         all reports required to be filed by it under the Exchange Act,
         including pursuant to Section 13(a) or 15(d) thereof, for the two years
         preceding the Closing Date (or such shorter period as the Company was
         required by law to file such material) (the foregoing materials being
         collectively referred to herein as the "SEC Reports") on a timely basis
         or has received a valid extension of such time of filing and has filed
         any such SEC Reports prior to the expiration of any such extension. The
         Company has identified and made available to the Purchasers a copy of
         all SEC Reports filed within the 10 days preceding the Closing Date. As
         of their respective dates, the SEC Reports complied in all material
         respects with the requirements of the Securities Act and the Exchange
         Act and the rules and regulations of the Commission promulgated
         thereunder, and none of the SEC Reports, when filed, contained any
         untrue statement of a material fact or omitted to state a material fact
         required to be stated therein or necessary in order to make the
         statements therein, in light of the circumstances under which they were
         made, not misleading. The financial statements of the Company included
         in the SEC Reports, as at their respective dates and for the periods
         shown therein, comply in all material respects with applicable
         accounting requirements and the rules and regulations of the Commission
         with respect thereto as in effect at the time of filing. Such financial
         statements have been prepared in accordance with generally accepted
         accounting principles applied on a consistent basis during the periods
         involved ("GAAP"), except as may be otherwise specified in such
         financial statements or the notes thereto, and fairly present in all
         material respects the financial position of the Company and its
         consolidated subsidiaries as of and for the dates thereof and the
         results of operations and cash flows for the periods then ended,
         subject, in the case of unaudited statements, to normal, year-end audit
         adjustments.


                                      -9-
<PAGE>

                  (i) Material Changes. Since the date of the latest audited
         financial statements included within the SEC Reports, except as
         specifically disclosed in the SEC Reports: (i) there has been no event,
         occurrence or development that has had or that is likely to result in a
         Material Adverse Effect, (ii) the Company has not incurred any
         liabilities (contingent or otherwise) other than (A) trade payables and
         accrued expenses incurred in the ordinary course of business consistent
         with past practice and (B) liabilities not required to be reflected in
         the Company's financial statements pursuant to GAAP or required to be
         disclosed in filings made with the Commission, (iii) the Company has
         not altered its accounting principles or the identity of its auditors,
         (iv) the Company has not declared or made any dividend or distribution
         of cash or other property to its stockholders or purchased, redeemed or
         made any agreements to purchase or redeem any shares of its capital
         stock, and (v) the Company has not issued any equity securities to any
         officer, director or Affiliate, except pursuant to existing Company
         stock option or similar plans.

                  (j) Litigation. There is no action, suit, inquiry, notice of
         violation, proceeding or investigation pending or, to the knowledge of
         the Company, threatened against or affecting the Company, any
         Subsidiary or any of their respective properties before or by any
         court, arbitrator, governmental or administrative agency or regulatory
         authority (federal, state, county, local or foreign) (collectively, an
         "Action") which: (i) adversely affects or challenges the legality,
         validity or enforceability of any of the Transaction Documents or the
         Securities or (ii) is likely, if there were an unfavorable decision,
         individually or in the aggregate, to have or reasonably be expected to
         result in a Material Adverse Effect. Neither the Company nor any
         Subsidiary, nor any director or officer thereof, is or has been the
         subject of any Action involving a claim of violation of or liability
         under federal or state securities laws or a claim of breach of
         fiduciary duty. The Company does not have pending before the Commission
         any request for confidential treatment of information. There has not
         been, and to the knowledge of the Company, there is not pending or
         contemplated, any investigation by the Commission involving the Company
         or any current or former director or officer of the Company. The
         Commission has not issued any stop order or other order suspending the
         effectiveness of any registration statement filed by the Company or any
         Subsidiary under the Exchange Act or the Securities Act.

                  (k) Compliance. Neither the Company nor any Subsidiary: (i) is
         in default under or in violation of (and no event has occurred that has
         not been waived that, with notice or lapse of time or both, would
         result in a default by the Company or any Subsidiary under), nor has
         the Company or any Subsidiary received notice of a claim that it is in
         default under or that it is in violation of, any indenture, loan or
         credit agreement or any other agreement or instrument to which it is a
         party or by which it or any of its properties is bound (whether or not
         such default or violation has been waived), (ii) is in violation of any
         order of any court, arbitrator or governmental body, or (iii) is or has
         been in violation of any statute, rule or regulation of any
         governmental authority, except in each case as could not, individually
         or in the aggregate, have or result in a Material Adverse Effect.


                                      -10-
<PAGE>

                  (l) Labor Relations. No material labor dispute exists or, to
         the knowledge of the Company, is imminent with respect to any of the
         employees of the Company.

                  (m) Regulatory Permits. The Company and the Subsidiaries
         possess all certificates, authorizations and permits issued by the
         appropriate federal, state, local or foreign regulatory authorities
         necessary to conduct their respective businesses as described in the
         SEC Reports, except where the failure to possess such permits could
         not, individually or in the aggregate, have or reasonably be expected
         to result in a Material Adverse Effect ("Material Permits"), and
         neither the Company nor any Subsidiary has received any notice of
         proceedings relating to the revocation or modification of any Material
         Permit.

                  (n) Title to Assets. The Company and the Subsidiaries have
         good and marketable title in fee simple to all real property owned by
         them that is material to the business of the Company and the
         Subsidiaries and good and marketable title in all personal property
         owned by them that is material to the business of the Company and the
         Subsidiaries, in each case free and clear of all Liens, except for
         Liens as do not materially affect the value of such property and do not
         materially interfere with the use made and proposed to be made of such
         property by the Company and the Subsidiaries. Any real property and
         facilities held under lease by the Company and the Subsidiaries are
         held under valid, subsisting and enforceable leases of which the
         Company and the Subsidiaries are in compliance in all material
         respects.

                  (o) Patents and Trademarks. The Company and the Subsidiaries
         have, or have rights to use, all patents, patent applications,
         trademarks, trademark applications, service marks, trade names,
         copyrights, licenses and other similar rights necessary or material for
         use in connection with their respective businesses as described in the
         SEC Reports and which the failure to so have could have a Material
         Adverse Effect (collectively, the "Intellectual Property Rights").
         Neither the Company nor any Subsidiary has received a written notice
         that the Intellectual Property Rights used by the Company or any
         Subsidiary violates or infringes upon the rights of any Person. The
         Company does not have any knowledge that any such Intellectual Property
         Rights that are material to the business of the Company are
         unenforceable.

                  (p) Insurance. The Company and the Subsidiaries are insured by
         insurers of recognized financial responsibility against such losses and
         risks and in such amounts as are prudent and customary in the
         businesses in which the Company and the Subsidiaries are engaged. To
         the best of Company's knowledge, such insurance contracts and policies
         are accurate and complete. Neither the Company nor any Subsidiary has
         any reason to believe it will not be able to renew its existing
         insurance coverage as and when such coverage expires or to obtain
         similar coverage from similar insurers as may be necessary to continue
         its business without a significant increase in cost (other than such
         increases in cost that are customary or generally applicable to the
         Company or any Subsidiary and other similarly situated companies
         (including public companies)).


                                      -11-
<PAGE>

                  (q) Transactions With Affiliates and Employees. Except as
         required to be set forth in the SEC Reports, none of the officers or
         directors of the Company and, to the knowledge of the Company, none of
         the employees of the Company, is presently a party to any transaction
         with the Company or any Subsidiary (other than for services as
         employees, officers and directors), including any contract, agreement
         or other arrangement providing for the furnishing of services to or by,
         providing for rental of real or personal property to or from, or
         otherwise requiring payments to or from any officer, director or such
         employee or, to the knowledge of the Company, any entity in which any
         officer, director, or any such employee has a substantial interest or
         is an officer, director, trustee or partner.

                  (r) Internal Accounting Controls. The Company and the
         Subsidiaries maintain a system of internal accounting controls
         sufficient to provide reasonable assurance that (i) transactions are
         executed in accordance with management's general or specific
         authorizations, (ii) transactions are recorded as necessary to permit
         preparation of financial statements in conformity with GAAP and to
         maintain asset accountability, (iii) access to assets is permitted only
         in accordance with management's general or specific authorization, and
         (iv) the recorded accountability for assets is compared with the
         existing assets at reasonable intervals and appropriate action is taken
         with respect to any differences. The Company has established disclosure
         controls and procedures (as defined in Exchange Act Rules 13a-14 and
         15d-14) for the Company and designed such disclosures controls and
         procedures (or caused such disclosure controls and procedures to be
         designed under its supervision) to ensure that material information
         relating to the Company, including its consolidated Subsidiaries, is
         made known to the certifying officers by others within those entities,
         particularly during the period in which the Company's Form 10-K or
         10-Q, as the case may be, is being prepared. The Company's certifying
         officers have evaluated the effectiveness of the Company's disclosure
         controls and procedures as of the end of the period covered by the Form
         10-Q for the quarter ended June 30, 2003 (such date, the "Evaluation
         Date"). The Company presented in the Form 10-Q for the quarter ended
         June 30, 2003 the conclusions of the certifying officers about the
         effectiveness of the disclosure controls and procedures based on their
         evaluations as of the Evaluation Date. Since the Evaluation Date, there
         have been no changes in the Company's internal control over financial
         reporting during the quarter ended June 30, 2003 that has materially
         affected, or is reasonably likely to materially affect, the Company's
         internal control over financial reporting.


                                      -12-
<PAGE>

                  (s) Solvency/Indebtedness. To the knowledge of the Company,
         based on the financial condition of the Company as of the Closing Date
         and assuming that the transactions contemplated by the Transaction
         Documents occur as of the Closing Date: (i) the fair saleable value of
         the Company's assets exceeds the amount that will be required to be
         paid on or in respect of the Company's existing debts and other
         liabilities (including known contingent liabilities) as they mature;
         (ii) the Company's assets do not constitute unreasonably small capital
         to carry on its business for the current fiscal year as now conducted
         and as publicly proposed to be conducted including its capital needs
         taking into account the particular capital requirements of the business
         conducted by the Company, and projected capital requirements and
         capital availability thereof; and (iii) the current cash flow of the
         Company, together with the proceeds the Company would receive, were it
         to liquidate all of its assets, after taking into account all
         anticipated uses of the cash, would be sufficient to pay all amounts on
         or in respect of its debt when such amounts are required to be paid.
         The Company does not intend to incur debts beyond its ability to pay
         such debts as they mature (taking into account the timing and amounts
         of cash to be payable on or in respect of its debt). The Company has no
         knowledge of any facts or circumstances which lead it to believe that
         it will file for reorganization or liquidation under the bankruptcy or
         reorganization laws of any jurisdiction within one year from the
         Closing Date. The SEC Reports set forth as of the dates thereof all
         outstanding secured and unsecured Indebtedness (as defined below) of
         the Company or any Subsidiary, or for which the Company or any
         Subsidiary has commitments. For the purposes of this Agreement,
         "Indebtedness" shall mean (a) any liabilities for borrowed money or
         amounts owed in excess of $50,000 (other than trade accounts payable
         incurred in the ordinary course of business), (b) all guaranties,
         endorsements and other contingent obligations, except guaranties by
         endorsement of negotiable instruments for deposit or collection in the
         ordinary course of business, and (c) the present value of any lease
         payments in excess of $50,000 due under leases required to be
         capitalized in accordance with GAAP. Neither the Company nor any
         Subsidiary is in default with respect to any Indebtedness.

                  (t) Certain Fees. No brokerage or finder's fees or commissions
         are or will be payable by the Company to any broker, financial adviser
         or consultant, finder, placement agent, investment banker, bank or
         other Person with respect to the transactions contemplated by this
         Agreement, and the Company has not taken any action that would cause
         any Purchaser to be liable for any such fees or commissions. The
         Company agrees that the Purchasers shall have no obligation with
         respect to any fees or with respect to any claims made by or on behalf
         of any Person for fees of the type contemplated by this Section with
         the transactions contemplated by this Agreement.

                  (u) Private Placement. Assuming the accuracy of the
         representations and warranties of the Purchasers set forth in Sections
         3.2(b)-(f), the offer, issuance and sale of the Securities to the
         Purchasers as contemplated hereby are exempt from the registration
         requirements of the Securities Act. The issuance and sale of the
         Securities hereunder does not contravene the rules and regulations of
         the Principal Market, except that shareholder approval is required for
         the Company to issue in excess of 1,778,000 shares of Common Stock
         under the Transaction Documents.

                  (v) Listing and Maintenance Requirements. The Company has not,
         in the 12 months preceding the Closing Date, received notice from any
         Principal Market on which the Common Stock is or has been listed or
         quoted to the effect that the Company is not in compliance with the
         listing or maintenance requirements of such Principal Market. The
         Company is, and has no reason to believe that it will not in the
         foreseeable future continue to be, in compliance with all such listing
         and maintenance requirements.


                                      -13-
<PAGE>

                  (w) Registration Rights. Other than as set forth in the
         Registration Rights Agreement, the Company has not granted or agreed to
         grant to any Person any rights (including "piggy-back" registration
         rights) to have any securities of the Company registered with the
         Commission or any other governmental authority that have not been
         satisfied.

                  (x) Application of Takeover Protections. The Company and its
         Board of Directors have taken all necessary action, if any, in order to
         render inapplicable any control share acquisition, business
         combination, poison pill (including any distribution under a rights
         agreement) or other similar anti-takeover provision under the Company's
         Certificate of Incorporation (or similar charter documents) or the laws
         of its state of incorporation that is or could become applicable to the
         Purchasers as a result of the Purchasers and the Company fulfilling
         their obligations or exercising their rights under the Transaction
         Documents, including as a result of the Company's issuance of the
         Securities and the Purchasers' ownership of the Securities.

                  (y) Seniority. As of the Closing Date, no indebtedness of the
         Company is senior to the Debentures in right of payment, whether with
         respect to interest or upon liquidation or dissolution, or otherwise,
         other than indebtedness secured by purchase money security interests
         (which is senior only as to underlying assets covered thereby) and
         capital lease obligations (which is senior only as to the property
         covered thereby).

                  (z) Disclosure. The Company confirms that neither it nor any
         other Person acting on its behalf has provided any of the Purchasers or
         their agents or counsel with any information that constitutes or might
         constitute material, nonpublic information. The Company understands and
         confirms that the Purchasers will rely on the foregoing representations
         in effecting transactions in securities of the Company. All disclosure
         provided to the Purchasers regarding the Company, its business and the
         transactions contemplated hereby, including the Schedules to this
         Agreement, furnished by or on behalf of the Company with respect to the
         representations and warranties made herein are true and correct with
         respect to such representations and warranties and do not contain any
         untrue statement of a material fact or omit to state any material fact
         necessary in order to make the statements made therein, in light of the
         circumstances under which they were made, not misleading. The Company
         acknowledges and agrees that no Purchaser makes or has made any
         representations or warranties with respect to the transactions
         contemplated hereby other than those specifically set forth in Section
         3.2 hereof.

                  (aa) Tax Status. The Company and each of its Subsidiaries has
         made or filed all federal, state and foreign income and all other tax
         returns, reports and declarations required by any jurisdiction to which
         it is subject (unless and only to the extent that the Company and each
         of its Subsidiaries has set aside on its books provisions reasonably
         adequate for the payment of all unpaid and unreported taxes) and has
         paid or accrued for all taxes and other governmental assessments and
         charges that are material in amount, shown or determined to be due on
         such returns, reports and declarations, except those being contested in
         good faith and has set aside on its books provisions reasonably
         adequate for the payment of all taxes for periods subsequent to the
         periods to which such returns, reports or declarations apply. There are
         no unpaid taxes in any material amount claimed to be due by the taxing
         authority of any jurisdiction, and the officers of the Company know of
         no basis for any such claim. The Company has not executed a waiver with
         respect to the statute of limitations relating to the assessment or
         collection of any foreign, federal, statue or local tax. None of the
         Company's tax returns is presently being audited by any taxing
         authority.


                                      -14-
<PAGE>

                  (bb) Acknowledgment Regarding Purchasers' Purchase of
         Securities. The Company acknowledges and agrees that the Purchasers are
         acting solely in the capacity of arm's length purchasers with respect
         to this Agreement and the transactions contemplated hereby. The Company
         further acknowledges that no Purchaser is acting as a financial adviser
         or fiduciary of the Company (or in any similar capacity) with respect
         to this Agreement and the transactions contemplated hereby and any
         statement made to the Company by any Purchaser or any of their
         respective representatives or agents in connection with this Agreement
         and the transactions contemplated hereby is not advice or a
         recommendation and is merely incidental to the Purchasers' purchase of
         the Securities. The Company further represents to each Purchaser that
         the Company's decision to enter into this Agreement has been based
         solely on the independent evaluation of the Company and its
         representatives.

                  (cc) No General Solicitation or Advertising in Regard to this
         Transaction. Neither the Company nor, to the knowledge of the Company,
         any of its directors or officers (i) has conducted or will conduct any
         general solicitation (as that term is used in Rule 502(c) of Regulation
         D) or general advertising with respect to the sale of the Shares,
         Debentures or the Warrants, or (ii) made any offers or sales of any
         security or solicited any offers to buy any security under any
         circumstances that would require registration of the Shares,
         Debentures, the Underlying Shares or the Warrants under the Securities
         Act or made any "directed selling efforts" as defined in Rule 902 of
         Regulation S.

                  (dd) No Disagreements with Accountants. There are no
         disagreements of any kind presently existing, or reasonably anticipated
         by the Company to arise, between the accountants formerly or presently
         employed by the Company and the Company is current with respect to any
         fees owed to its accountants.

                  (ee) Form S-3 Eligibility. The Company is eligible to register
         the resale of the Shares and the Underlying Shares for resale by the
         Purchaser on Form S-3 promulgated under the Securities Act.

                  (ff) No Integrated Offering. Neither the Company, nor any of
         its Affiliates, nor any Person acting on its or their behalf has,
         directly or indirectly, made any offers or sales of any security or
         solicited any offers to buy any security, under circumstances that
         would cause this offering of the Securities to be integrated with prior
         offerings by the Company for purposes of the Securities Act or which
         could violate any applicable shareholder approval provisions, including
         under the rules and regulations of the Principal Market.


                                      -15-
<PAGE>

         3.2 Representations and Warranties of the Purchasers. Each Purchaser
hereby, for itself and for no other Purchaser, represents and warrants to the
Company as follows:

                  (a) Organization; Authority. Such Purchaser is an entity duly
         organized, validly existing and in good standing under the laws of the
         jurisdiction of its organization with the requisite corporate or
         partnership power and authority to enter into and to consummate the
         transactions contemplated by the Transaction Documents and otherwise to
         carry out its obligations thereunder. The purchase by such Purchaser of
         the Securities hereunder has been duly authorized by all necessary
         action on the part of such Purchaser. Each of this Agreement and the
         Registration Rights Agreement has been duly executed by such Purchaser,
         and when delivered by such Purchaser in accordance with the terms
         hereof, will constitute the valid and legally binding obligation of
         such Purchaser, enforceable against it in accordance with its terms
         except (i) as limited by applicable bankruptcy, insolvency,
         reorganization, moratorium and other laws of general application
         affecting enforcement of creditors' rights generally and (ii) as
         limited by laws relating to the availability of specific performance,
         injunctive relief or other equitable remedies.

                  (b) Investment Intent. Such Purchaser understands and
         acknowledges that none of the Securities have been registered under the
         Securities Act. Such Purchaser is acquiring the Securities as principal
         for its own account and not with a view to or for distributing or
         reselling such Securities or any part thereof, without prejudice,
         however, to such Purchaser's right, subject to the provisions of this
         Agreement, at all times to sell or otherwise dispose of all or any part
         of such Securities pursuant to an effective registration statement
         under the Securities Act or under an exemption from such registration
         and in compliance with applicable federal and state securities laws.
         Nothing contained herein shall be deemed a representation or warranty
         by such Purchaser to hold Securities for any period of time. Such
         Purchaser is acquiring the Securities hereunder in the ordinary course
         of its business. Such Purchaser does not have any agreement or
         understanding, directly or indirectly, with any Person to distribute
         any of the Securities.

                  (c) Purchaser Status. At the time such Purchaser was offered
         the Securities, it was, and at the Closing Date it is, and on each date
         on which it exercises any Warrants or converts any Debentures, or
         receives payments of principal or interest on such Debentures, it will
         be, an "accredited investor" as defined in Rule 501(a) under the
         Securities Act. Such Purchaser has not been formed solely for the
         purpose of acquiring the Securities. Such Purchaser is not a registered
         broker-dealer under Section 15 of the Exchange Act. Such Purchaser
         represents and warrants that the Company is not acting as a fiduciary
         or financial or investment adviser for the Purchaser.

                  (d) Experience of such Purchaser. Such Purchaser, either alone
         or together with its representatives, has such knowledge,
         sophistication and experience in business and financial matters so as
         to be capable of evaluating the merits and risks of the prospective
         investment in the Securities, and has so evaluated the merits and risks
         of such investment. Such Purchaser is able to bear the economic risk of
         an investment in the Securities and, at the present time, is able to
         afford a complete loss of such investment. Such Purchaser is not
         relying (for purposes of making any investment decision or otherwise)
         upon any advice, counsel or, other than as set forth in the Transaction
         Documents, representations (written or oral) of the Company.


                                      -16-
<PAGE>

                  (e) General Solicitation; Investigation. Such Purchaser is not
         purchasing the Securities as a result of any advertisement, article,
         notice or other communication regarding the Securities published in any
         newspaper, magazine or similar media or broadcast over television or
         radio or presented at any seminar or any other general solicitation or
         general advertisement. Such Purchaser (i) has consulted with its own
         legal, regulatory, tax, business, investment, financial and accounting
         advisers in connection herewith to the extent it has deemed necessary,
         (ii) has had a reasonable opportunity to ask questions of, and receive
         answers from, officers and representatives of the Company concerning
         its financial condition and results of operations and the purchase of
         the Securities, and any such questions have been answered to its
         satisfaction, (iii) has had the opportunity to review all publicly
         available records and filings concerning the Company (including the SEC
         Reports) and has carefully reviewed such records and filings that it
         considers relevant to making an investment decision, and (iv) has made
         its own investment decisions based upon its own judgment, due diligence
         and advice from such advisers as it has deemed necessary and not upon
         any view expressed by the Company. Each Purchaser acknowledges that it
         has reviewed all of the SEC Reports that it has deemed necessary and
         appropriate to review for purposes of making any investment decision or
         otherwise.

                  (f) Reliance by the Company. Such Purchaser understands and
         acknowledges that the Company will rely upon the truth and accuracy of
         the foregoing acknowledgments, representations, warranties and
         agreements, and agrees that if any of the foregoing acknowledgments,
         representations, warranties or agreements cease to be accurate, it
         shall promptly notify the Company.



                                   ARTICLE IV
                         OTHER AGREEMENTS OF THE PARTIES

         4.1      Transfer Restrictions.

                  (a) The Securities may only be disposed of in compliance with
         state and federal securities laws. In connection with any transfer of
         Securities other than (i) pursuant to an effective registration
         statement or Rule 144, or (ii) to the Company or to an Affiliate of a
         Purchaser, the Company may require the transferor thereof to provide to
         the Company an opinion of counsel selected by the transferor and
         reasonably acceptable to the Company, the form and substance of which
         opinion shall be reasonably satisfactory to the Company, to the effect
         that such transfer does not require registration of such transferred
         Securities under the Securities Act. As a condition of transfer, any
         such transferee shall agree in writing to be bound by the terms of this
         Agreement and shall have the rights of a Purchaser under this Agreement
         and the Registration Rights Agreement.


                                      -17-
<PAGE>

                  (b) Each Purchaser agrees to the imprinting, so long as is
         required by this Section 4.1(b), of the following legend on any
         certificate evidencing Securities:

         [NEITHER] THESE SECURITIES [NOR THE SECURITIES INTO WHICH THESE
         SECURITIES ARE [EXERCISABLE] [CONVERTIBLE]] HAVE BEEN REGISTERED WITH
         THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF
         ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND,
         ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
         AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
         REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
         APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF
         COUNSEL TO THE TRANSFEROR REASONABLY ACCEPTABLE TO THE COMPANY TO SUCH
         EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
         COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF
         THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
         ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

                  The Company acknowledges and agrees that a Purchaser may from
         time to time pledge pursuant to a bona fide margin agreement or grant a
         security interest in some or all of the Securities to a financial
         institution that is an "accredited investor" as defined in Rule 501(a)
         under the Securities Act and, if required under the terms of such
         arrangement, such Purchaser may transfer pledged or secured Securities
         to the pledgees or secured parties. Such pledge or transfer would not
         be subject to approval of the Company and no legal opinion of legal
         counsel of the pledgee, secured party or pledgor shall be required in
         connection therewith. Further, no notice shall be required of such
         pledge. At the appropriate Purchaser's expense, the Company will
         execute and deliver such reasonable documentation as a pledgee or
         secured party of Securities may reasonably request in connection with a
         pledge or transfer of the Securities, including the preparation and
         filing of any required prospectus supplement under Rule 424(b)(3) of
         the Securities Act or other applicable provision of the Securities Act
         to appropriately amend the list of Selling Stockholders thereunder. Any
         such pledgee shall otherwise be bound by the provisions of this
         Agreement.


                                      -18-
<PAGE>

                  (c) Certificates evidencing the Shares and the Underlying
         Shares shall not contain any legend (including the legend set forth in
         Section 4.1(b) hereof): (i) while a registration statement (including
         the Registration Statement) covering the resale of such security is
         effective under the Securities Act, or (ii) following any sale of such
         Shares or Underlying Shares pursuant to Rule 144, or (iii) if such
         Shares or Underlying Shares are eligible for sale under Rule 144(k), or
         (iv) if such legend is not required under applicable requirements of
         the Securities Act (including judicial interpretations and
         pronouncements issued by the staff of the Commission); provided,
         however, in connection with the issuance of the Shares and the
         Underlying Shares, each Purchaser, severally and not jointly with the
         other Purchasers, hereby agrees to adhere to and abide by all
         prospectus delivery requirements under the Securities Act and rules and
         regulations of the Commission. The Company shall cause its counsel to
         issue direction to the Company's transfer agent promptly after the
         Effective Date if required by the Company's transfer agent to effect
         the removal of the legend hereunder. If all or any portion of a
         Debenture or Warrant is converted or exercised (as applicable) at a
         time when there is an effective registration statement to cover the
         resale of the Underlying Shares, or if such Underlying Shares may be
         sold under Rule 144(k), or if such legend is not otherwise required
         under applicable requirements of the Securities Act (including judicial
         interpretations thereof) then such Underlying Shares shall be issued
         free of all legends. The Company agrees that following the Effective
         Date or at such time as such legend is no longer required under this
         Section 4.1(c), it will, no later than seven Trading Days following the
         delivery by a Purchaser to the Company or the Company's transfer agent
         of a certificate representing Shares or Underlying Shares, as
         applicable, issued with a restrictive legend (such seventh Trading Day,
         the "Legend Removal Date"), deliver or cause to be delivered to such
         Purchaser a certificate representing such shares that is free from all
         restrictive and other legends. The Company may not make any notation on
         its records or give instructions to any transfer agent of the Company
         that enlarge the restrictions on transfer set forth in this Section.

                  (d) In addition to such Purchaser's other available remedies,
         the Company shall pay to a Purchaser, in cash, as liquidated damages
         and not as a penalty, for each $5,000 of Shares and/or Underlying
         Shares (based on the VWAP of the Common Stock on the date such
         Securities are submitted to the Company's transfer agent) delivered for
         removal of the restrictive legend and subject to this Section 4.1(c),
         $25 per Trading Day (increasing to $50 per Trading Day 3 Trading Days
         after such damages have begun to accrue) for each Trading Day after the
         Legend Removal Date until such certificate is delivered without a
         legend. Nothing herein shall limit such Purchaser's right to pursue
         actual damages for the Company's failure to deliver certificates
         representing any Securities as required by the Transaction Documents,
         and such Purchaser shall have the right to pursue all remedies
         available to it at law or in equity including, without limitation, a
         decree of specific performance and/or injunctive relief.

         4.2 Acknowledgment of Dilution. The Company acknowledges that the
issuance of the Securities may result in dilution of the outstanding shares of
Common Stock, which dilution may be substantial under certain market conditions.
The Company further acknowledges that its obligations under the Transaction
Documents, including its obligation to issue the Underlying Shares and Shares
pursuant to the Transaction Documents, are unconditional and absolute and not
subject to any right of set off, counterclaim, delay or reduction, regardless of
the effect of any such dilution or any claim the Company may have against any
Purchaser and regardless of the dilutive effect that such issuance may have on
the ownership of the other stockholders of the Company.


                                      -19-
<PAGE>

         4.3 Furnishing of Information. As long as any Purchaser owns
Securities, the Company covenants to use commercially reasonable efforts to
timely file (or obtain extensions in respect thereof and file within the
applicable grace period) all reports required to be filed by the Company after
the Closing Date pursuant to the Exchange Act; provided, however, that such
obligation shall cease at such time as Purchaser is eligible to sell such
Securities pursuant to Rule 144(k). As long as any Purchaser owns Securities, if
the Company is not required to file reports pursuant to such laws, it will
prepare and furnish to the Purchasers and make publicly available in accordance
with Rule 144(c) such information as is required for the Purchasers to sell the
Securities under Rule 144; provided, however, that such obligation shall cease
at such time as Purchaser is eligible to sell such Securities pursuant to Rule
144(k). The Company further covenants that it will take such further action as
any holder of Securities may reasonably request, all to the extent required from
time to time to enable such Person to sell such Securities without registration
under the Securities Act within the limitation of the exemptions provided by
Rule 144.

         4.4 Integration. The Company shall not, and shall use commercially
reasonable efforts to ensure that no Affiliate of the Company shall, sell, offer
for sale or solicit offers to buy or otherwise negotiate in respect of any
security (as defined in Section 2 of the Securities Act) that would be
integrated with the offer or sale of the Securities in a manner that would
require the registration under the Securities Act of the sale of the Securities
to the Purchasers, or that would be integrated with the offer or sale of the
Securities for purposes of the rules and regulations of any Principal Market.

         4.5 Reservation and Listing of Securities.

                  (a) The Company shall maintain a reserve from its duly
         authorized shares of Common Stock for issuance pursuant to the
         Transaction Documents in such amount as may be required to fulfill its
         obligations in full under the Transaction Documents.

                  (b) If, on any date, the number of authorized but unissued
         (and otherwise unreserved) shares of Common Stock is less than the
         Required Minimum on such date, then the Company shall use commercially
         reasonable efforts to amend the Company's certificate or articles of
         incorporation to increase the number of authorized but unissued shares
         of Common Stock to at least the Required Minimum at such time, as soon
         as possible and in any event not later than the 75th day after such
         date.

                  (c) The Company shall, if applicable: (i) in the time and
         manner required by the Principal Market, prepare and file with the
         Principal Market an additional shares listing application covering a
         number of shares of Common Stock at least equal to the Required Minimum
         on the date of such application, (ii) take all steps reasonably
         necessary to cause such shares of Common Stock to be approved for
         listing on the Principal Market as soon as possible thereafter, (iii)
         provide to the Purchasers evidence of such listing, and (iv) maintain
         the listing of such Common Stock on any date at least equal to the
         Required Minimum on such date on the Principal Market or another
         Principal Market. In addition, the Company shall hold a special meeting
         of shareholders (which may also be at the annual meeting of
         shareholders) at the earliest practical date, but in no event later
         than April 30, 2004, for the purpose of obtaining Shareholder Approval,
         with the recommendation of the Company's Board of Directors that such
         proposal be approved, and the Company shall solicit proxies from its
         shareholders in connection therewith in the same manner as all other
         management proposals in such proxy statement and all management
         appointed proxyholders shall vote their proxies in favor of such
         proposal.


                                      -20-
<PAGE>

         4.6 Conversion and Exercise Procedures. The form of Notice of Exercise
included in the Warrants and the form of Notice of Conversion included in the
Debentures set forth the totality of the procedures required of the Purchasers
in order to exercise the Warrants or convert the Debentures. No additional legal
opinion or other information or instructions shall be required of the Purchasers
to exercise their Warrants or convert their Debentures. The Company shall honor
exercises of the Warrants and conversions of the Debentures and shall deliver
Underlying Shares in accordance with the terms, conditions and time periods set
forth in the Transaction Documents.

         4.7 Securities Laws Disclosure; Publicity. The Company shall, by 8:30
a.m. Eastern time on the Trading Day following the date of this Agreement, issue
a press release or file a Current Report on Form 8-K reasonably acceptable to
each Purchaser disclosing all material terms of the transactions contemplated
hereby. The Company and the Purchasers shall consult with each other in issuing
any press releases with respect to the transactions contemplated hereby and
neither the Company nor any Purchaser shall issue any such press release or
otherwise make any such public statement without the prior consent of the
Company, with respect to any press release of any Purchaser, or without the
prior consent of each Purchaser with respect to any press release of the
Company, which consent shall not unreasonably be withheld or delayed, except if
such disclosure is required by law or regulation of the Principal Market, in
which case the disclosing party shall promptly provide the other party with
prior notice of such public statement or communication. Notwithstanding the
foregoing, except as required by law, other than in any registration statement
filed pursuant to the Registration Rights Agreement and filings related thereto,
the Company shall not publicly disclose the name of any Purchaser, or include
the name of any Purchaser in any filing with the Commission or any regulatory
agency or Principal Market, without the prior written consent of such Purchaser.
In the event that such disclosure is required by law or Principal Market
regulations, the Company shall provide each Purchaser with prior notice of such
disclosure. Any consent requested pursuant to this Section 4.7 by the Company or
any Purchaser shall be deemed to have been given unless objection is provided
within one day of the date requested.

         4.8 Non-Public Information. The Company covenants and agrees that
neither it nor any other Person acting on its behalf will provide any Purchaser
or its agents or counsel with any information that the Company believes
constitutes material non-public information, unless prior thereto such Purchaser
shall have executed a written agreement regarding the confidentiality and use of
such information. The Company understands and confirms that each Purchaser shall
be relying on the foregoing representations in effecting transactions in
securities of the Company.

         4.9 Use of Proceeds. The Company shall use the net proceeds from the
sale of the Securities hereunder for working capital purposes and not for the
satisfaction of any portion of the Company's debt (other than payment of trade
payables, capital lease obligations, and accrued expenses in the ordinary course
of the Company's business and prior practices), to redeem any Company equity or
equity-equivalent securities or to settle any outstanding litigation.


                                      -21-
<PAGE>

         4.10 Anti-Takeover. Provided that no Event of Default (as defined in
the Debenture) is then in existence, each of the Purchasers agrees that, other
than pursuant to the Transaction Documents, it will not propose to the Company,
its security holders or any other Person, any transaction between such Purchaser
or any other Person and the Company or involving any of the Company's
securities, unless the Company shall have requested in writing that such
Purchaser make such a proposal. Provided that no Event of Default is then in
existence and other than pursuant to the transactions contemplated by the
Transaction Documents, such Purchaser will not acquire, or assist (by means of
providing financing therefor or otherwise), advise or encourage any other
persons in acquiring, directly or indirectly, an interest in, or control of,
more than 9.9% of the Company or any of the Company's securities, businesses or
assets for a period of three years from the Closing Date unless the Company
shall have consented in advance in writing to such acquisition. Such Purchaser
also agrees that the Company shall be entitled to equitable relief, including an
injunction, in the event of any breach of the provisions of this Section 4.10
and that such Purchaser shall not oppose the granting of such relief.

         4.11 Indemnification.

                  (a) The Company will indemnify and hold the Purchasers and
         their directors, officers, shareholders, partners, employees and agents
         (each, a "Purchaser Party") harmless from any and all losses,
         liabilities, obligations, claims, contingencies, damages, costs and
         expenses, including all judgments, amounts paid in settlements, court
         costs and reasonable attorneys' fees and costs of investigation that
         any such Purchaser Party may suffer or incur as a result of or relating
         to: (a) any misrepresentation, breach or inaccuracy, or any allegation
         by a third party that, if true, would constitute a breach or
         inaccuracy, of any of the representations, warranties, covenants or
         agreements made by the Company in this Agreement or in the other
         Transaction Documents; or (b) any cause of action, suit or claim
         brought or made against such Purchaser Party and arising solely out of
         or solely resulting from the execution, delivery, performance or
         enforcement of this Agreement or any of the other Transaction Documents
         and without causation by any other activity, obligation, condition or
         liability pertaining to such Purchaser Party and not to the
         transactions contemplated by this Agreement. The Company will reimburse
         such Purchaser Party for its reasonable legal and other expenses
         (including the cost of any investigation, preparation and travel)
         incurred in connection therewith promptly after it is finally
         judicially determined that such Purchaser Party is entitled to
         indemnification hereunder.


                                      -22-
<PAGE>

                  (b) Each Purchaser, severally and not jointly with the other
         Purchasers, will indemnify and hold the Company, its directors,
         officers, shareholders, employees and agents (each a "Company Party")
         harmless from any and all losses, liabilities, obligations, claims,
         contingencies, damages, costs and expenses, including all judgments,
         amounts paid in settlements, court costs and reasonable attorneys' fees
         and costs of investigation that any such Company Party may suffer or
         incur as a result of or relating to any misrepresentation, breach or
         inaccuracy would constitute a breach or inaccuracy, of any of the
         representations, warranties, covenants or agreements made by such
         Purchaser in this Agreement or in the other Transaction Documents. Such
         Purchaser will reimburse the Company Party for its reasonable legal and
         other expenses (including the cost of any investigation, preparation
         and travel) incurred in connection therewith promptly after it is
         finally judicially determined that the Company Party is entitled to
         indemnification hereunder. Notwithstanding anything herein to the
         contrary, no Purchaser shall be liable hereunder for an amount in
         excess of such Purchaser's Subscription Amount at the Closing.

                  (c) If any Proceeding shall be brought or asserted against any
         Person entitled to indemnity hereunder (an "Indemnified Party"), such
         Indemnified Party shall promptly notify the Person from whom indemnity
         is sought (the "Indemnifying Party") in writing, and the Indemnifying
         Party shall assume the defense thereof, including the employment of
         counsel reasonably satisfactory to the Indemnified Party and the
         payment of all fees and expenses incurred in connection with defense
         thereof; provided, that the failure of any Indemnified Party to give
         such notice shall not relieve the Indemnifying Party of its obligations
         or liabilities pursuant to this Agreement, except (and only) to the
         extent that such failure shall have prejudiced the Indemnifying Party.

                  (d) An Indemnified Party shall have the right to employ
         separate counsel in any such Proceeding and to participate in the
         defense thereof, but the fees and expenses of such counsel shall be at
         the expense of such Indemnified Party or Parties unless: (1) the
         Indemnifying Party has agreed in writing to pay such fees and expenses;
         (2) the Indemnifying Party shall have failed promptly to assume the
         defense of such Proceeding and to employ counsel reasonably
         satisfactory to such Indemnified Party in any such Proceeding; or (3)
         the named parties to any such Proceeding (including any impleaded
         parties) include both such Indemnified Party and the Indemnifying
         Party, and such Indemnified Party shall have been advised by counsel
         that a material conflict of interest is likely to exist if the same
         counsel were to represent such Indemnified Party and the Indemnifying
         Party (in which case, if such Indemnified Party notifies the
         Indemnifying Party in writing that it elects to employ separate counsel
         at the expense of the Indemnifying Party, the Indemnifying Party shall
         not have the right to assume the defense thereof and the expense of one
         such counsel for each Indemnified Party shall be at the expense of the
         Indemnifying Party). The Indemnifying Party shall not be liable for any
         settlement of any such Proceeding effected without its written consent,
         which consent shall not be unreasonably withheld or delayed. No
         Indemnifying Party shall, without the prior written consent of the
         Indemnified Party, effect any settlement of any pending Proceeding in
         respect of which any Indemnified Party is a party, unless such
         settlement includes an unconditional release of such Indemnified Party
         from all liability on claims that are the subject matter of such
         Proceeding.

         4.12 Shareholders Rights Plan. In the event that a shareholders rights
plan is adopted by the Company, no claim will be made or enforced by the Company
or any other Person that any Purchaser is an "Acquiring Person" under the plan
or in any way could be deemed to trigger the provisions of such plan by virtue
of receiving Securities under the Transaction Documents.


                                      -23-
<PAGE>

         4.13 Future Financings. From the Closing Date until 90 days after the
Effective Date, other than as contemplated by this Agreement, neither the
Company nor any Subsidiary shall issue or sell any Capital Shares or Capital
Shares Equivalents. Notwithstanding anything herein to the contrary, the 90 day
period set forth in this Section 4.13 shall be extended for the number of
Trading Days during such period in which (y) trading in the Common Stock is
suspended by any Principal Market, or (z) following the Effective Date, the
Registration Statement is not effective or the prospectus included in the
Registration Statement may not be used by the Purchasers for the resale of the
Shares and Underlying Shares. Notwithstanding anything to the contrary herein,
this Section 4.13 shall not apply to the following (a) the granting or issuance
of shares of Common Stock or options (or exercise thereof) to or by employees,
officers, directors, and consultants (provided that in the case of consultants,
such issuance of Capital Shares and grants of Capital Share Equivalents does not
exceed, in the aggregate, 200,000 Capital Shares or Capital Shares Equivalents
convertible into or exchangeable for 200,000 Capital Shares per any 12 month
period) of the Company pursuant to any stock option plan or employee incentive
plan or agreement duly adopted or approved by a majority of the non-employee
members of the Board of Directors of the Company or a majority of the members of
a committee of non-employee directors established for such purpose, or (b) the
exercise of a Debenture or any other security issued by the Company in
connection with the offer and sale of this Company's securities pursuant to the
Transaction Documents, or (c) the exercise of or conversion of any Capital
Shares Equivalents issued and outstanding on the Closing Date, provided that
such securities have not been amended since the Closing Date in order to reduce
the effective exercise price, increase the number of shares issuable or
accelerate the date on which such Capital Share Equivalents may be exercised, or
(d) the issuance of Capital Shares or Capital Shares Equivalents in connection
with acquisitions, strategic investments or strategic partnering arrangements,
the primary purpose of which is not to raise capital, or subsequent exercise of
any such Capital Share Equivalents. In addition to the limitations set forth
herein, from the Closing Date until such time as the Purchasers no longer hold
any of the Securities, the Company shall be prohibited from effecting or
entering into an agreement to effect any Subsequent Financing (as defined in
Section 4.14) involving a "Variable Rate Transaction" or an "MFN Transaction"
(each as defined below). The term "Variable Rate Transaction" shall mean a
transaction in which the Company issues or sells (i) any debt or equity
securities that are convertible into, exchangeable or exercisable for, or
include the right to receive additional shares of, Common Stock either (A) at a
conversion, exercise or exchange rate or other price that is based upon and/or
varies with the trading prices of or quotations for the shares of Common Stock
at any time after the initial issuance of such debt or equity securities, or (B)
with a conversion, exercise or exchange price that is subject to being reset at
some future date after the initial issuance of such debt or equity security or
upon the occurrence of specified or contingent events directly or indirectly
related to the business of the Company or the market for the Common Stock. The
term "MFN Transaction" shall mean a transaction in which the Company issues or
sells any securities in a capital raising transaction or series of related
transactions which grants to an investor the right to receive additional shares
based upon future transactions of the Company on terms more favorable than those
granted to such investor in such offering. In addition, unless Shareholder
Approval has been obtained and deemed effective in accordance with Section
4.5(c), the Company shall not make any issuance whatsoever of Capital Shares or
Capital Shares Equivalents which would cause any adjustment of the Set Price
(other than pursuant to Section 4(c)(ii) of the Debentures) to the extent the
holders of Debentures would not be permitted, pursuant to Section 4(a)(ii)(B) of
the Debenture, to convert their respective outstanding Debentures and exercise
their respective Warrants in full, ignoring for such purposes any conversion or
exercise limitations therein.


                                      -24-
<PAGE>

         4.14 Participation in Future Financing. From the Closing Date until the
first anniversary of the Closing Date, the Company shall not effect a financing
of its Capital Shares or Capital Shares Equivalents (a "Subsequent Financing")
unless (i) the Company delivers to each Purchaser a written notice at least 5
Trading Days prior to the closing of such Subsequent Financing (the "Subsequent
Financing Notice") of its intention to effect such Subsequent Financing, which
Subsequent Financing Notice shall describe in reasonable detail the proposed
terms of such Subsequent Financing, the amount of proceeds intended to be raised
thereunder, and attached to which shall be a term sheet or similar document
(which may be redacted to protect any confidential information) relating thereto
and (ii) such Purchaser shall not have notified the Company by 5:30 p.m. (New
York City time) on the third (3rd) Trading Day after its receipt of the
Subsequent Financing Notice of its willingness to provide (or to cause its
designee to provide), subject to completion of mutually acceptable
documentation, all or part of up to the greater of (a) an amount equal to the
lesser of (i) 100% of such Subsequent Financing and (ii) a fraction of such
Subsequent Financing, the fraction of which is determined by dividing the
principal amount of Debentures then outstanding by the dollar amount of Capital
Shares or Capital Shares Equivalents to be purchased in such Subsequent
Financing and (b) 10% of such Subsequent Financing (such amount, the
"Participation Maximum") to the Company on substantially the same terms set
forth in the Subsequent Financing Notice. If one or more Purchasers shall fail
to so notify the Company of their willingness to participate in the Subsequent
Financing, the Company may effect the remaining portion of such Subsequent
Financing on the terms set forth in the Subsequent Financing Notice; provided
that the Company must provide the Purchasers with a second Subsequent Financing
Notice, and the Purchasers will again have the right of first refusal set forth
above in this Section 4.14, if the Subsequent Financing subject to the initial
Subsequent Financing Notice is not consummated for any reason on substantially
the terms set forth in such Subsequent Financing Notice within 60 Trading Days
after the date of the initial Subsequent Financing Notice. In the event the
Company receives responses to Subsequent Financing Notices from Purchasers
seeking to purchase more than the Participation Maximum, each such Purchaser
shall have the right to purchase their Pro Rata Portion (as defined below) of
the Participation Maximum. For purposes of a Subsequent Financing, "Pro Rata
Portion" is the ratio of (x) the principal amount of Debentures purchased by a
Purchaser exercising its right to participate in such Subsequent Financing and
(y) the sum of the aggregate principal amount of Debentures held by Purchasers
exercising their rights to participate in such Subsequent Financing.
Notwithstanding anything to the contrary herein, this Section 4.14 shall not
apply to the following (a) the granting or issuance of shares of Common Stock or
options (or exercise thereof) to or by employees, officers, directors or
consultants (provided that in the case of consultants, such issuance of Capital
Shares and grants of Capital Share Equivalents does not exceed, in the
aggregate, 200,000 Capital Shares or Capital Shares Equivalents convertible into
or exchangeable for 200,000 Capital Shares per any 12 month period) of the
Company pursuant to any stock option plan or employee incentive plan or
agreement duly adopted or approved by a majority of the non-employee members of
the Board of Directors of the Company or a majority of the members of a
committee of non-employee directors established for such purpose, or (b) the
exercise of a Debenture or any other security issued by the Company in
connection with the offer and sale of this Company's securities pursuant to the
Transaction Documents, or (c) the exercise of or conversion of any Capital
Shares Equivalents issued and outstanding on the Closing Date, provided such
securities have not been amended since the Closing Date in order to reduce the
exercise price, increase the number of shares issuable or accelerate the date on
which such Capital Share Equivalents may be exercised, or (d) the issuance of
Capital Shares or Capital Shares Equivalents in connection with acquisitions,
strategic investments or strategic partnering arrangements, the primary purpose
of which is not to raise capital, or subsequent exercise of any such Capital
Shares Equivalents.


                                      -25-
<PAGE>

         4.15 Equal Treatment of Purchasers. No consideration shall be offered
or paid to any person to amend or consent to a waiver or modification of any
provision of any of the Transaction Documents unless the same consideration is
also offered to all of the parties to the Transaction Documents. For
clarification purposes, this provision constitutes a separate right granted to
each Purchaser by the Company and negotiated separately by each Purchaser, and
is intended to treat for the Company the Debenture holders as a class and shall
not in any way be construed as the Purchasers acting in concert or as a group
with respect to the purchase, disposition or voting of Securities or otherwise.

         4.16 Voting Agreement. Each of the Purchasers agrees to vote all Common
Stock owned by such Purchaser as of the record date for the annual meeting of
shareholders of the Company in favor of the Shareholder Approval. For
clarification purposes, this provision constitutes a separate obligation of each
Purchaser and is intended to treat such holders as a class and shall not in any
way be construed as such holders acting in concert or as a group with respect to
the purchase, disposition or voting of Securities or otherwise.

                                    ARTICLE V
                                  MISCELLANEOUS

         5.1 Fees and Expenses. At the Closing, the Company has agreed to
reimburse Omicron Master Trust ("Omicron") up to $40,000 ($20,000 of which has
been advanced to Omicron prior to the Closing Date) for its actual, reasonable,
out-of-pocket legal fees and expenses. Accordingly, in lieu of the foregoing
payments, the Company, on the Closing Date, will direct that the aggregate
amount that Omicron is to pay for the Shares, Debentures and Warrants at the
Closing, be reduced by $20,000. Except as expressly set forth in the Transaction
Documents to the contrary, each party shall pay the fees and expenses of its
advisers, counsel, accountants and other experts, if any, and all other expenses
incurred by such party incident to the negotiation, preparation, execution,
delivery and performance of this Agreement. The Company shall pay all transfer
agent fees, stamp taxes and other taxes and duties levied in connection with the
issuance of any Securities.

         5.2 Entire Agreement. The Transaction Documents, together with the
exhibits and schedules thereto, contain the entire understanding of the parties
with respect to the subject matter hereof and supersede all prior agreements and
understandings, oral or written, with respect to such matters, which the parties
acknowledge have been merged into such documents, exhibits and schedules.


                                      -26-
<PAGE>

         5.3 Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earliest of (a) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile number
specified on the signature page attached hereto prior to 5:30 p.m. (New York
City time) on a Trading Day and an electronic confirmation of delivery is
received by the sender, (b) the next Trading Day after the date of transmission,
if such notice or communication is delivered via facsimile at the facsimile
number specified in this Section on a day that is not a Trading Day or later
than 5:30 p.m. (New York City time) on any Trading Day, (c) three Trading Days
following the date of mailing, if sent by U.S. nationally recognized overnight
courier service, or (d) upon actual receipt by the party to whom such notice is
required to be given. The addresses for such notices and communications are
those set forth on the signature pages hereof, or such other address as may be
designated in writing hereafter, in the same manner, by such Person.

         5.4 Amendments; Waivers. No provision of this Agreement may be waived
or amended except in a written instrument signed, in the case of an amendment,
by the Company and Purchasers holding Shares, Debentures or Warrants issuable
into at least 66.66% of the Underlying Shares issuable in full, in the
aggregate, pursuant to all Debentures and Warrants then outstanding (ignoring
for such calculation any limitations on conversion or exercise therein) or in
the case of a waiver, by the party against whom enforcement of any such waiver
is sought. No waiver of any default with respect to any provision, condition or
requirement of this Agreement shall be deemed to be a continuing waiver in the
future or a waiver of any subsequent default or a waiver of any other provision,
condition or requirement hereof, nor shall any delay or omission of either party
to exercise any right hereunder in any manner impair the exercise of any such
right.

         5.5 Construction. The headings herein are for convenience only, do not
constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof. The language used in this Agreement will be deemed
to be the language chosen by the parties to express their mutual intent, and no
rules of strict construction will be applied against any party.

         5.6 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties and their successors and permitted assigns.
The Company may not assign this Agreement or any rights or obligations hereunder
without the prior written consent of the Purchasers. Any Purchaser may assign
its rights under this Agreement and the Registration Rights Agreement to any
Person to whom such Purchaser assigns or transfers any Securities; provided,
however, that no Purchaser may assign its rights to a competitor or potential
competitor of the Company.

         5.7 No Third-Party Beneficiaries. This Agreement is intended for the
benefit of the parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced
by, any other Person, except as otherwise set forth in Section 4.11.


                                      -27-
<PAGE>

         5.8 Governing Law; Venue; Waiver of Jury Trial. All questions
concerning the construction, validity, enforcement and interpretation of the
Transaction Documents shall be governed by and construed and enforced in
accordance with the internal laws of the State of New York, without regard to
the principles of conflicts of law thereof. Each party agrees that all legal
proceedings concerning the interpretations, enforcement and defense of the
transactions contemplated by this Agreement and any other Transaction Documents
(whether brought against a party hereto or its respective affiliates, directors,
officers, shareholders, employees or agents) shall be commenced exclusively in
the state and federal courts sitting in the City of New York, borough of
Manhattan (the "New York Courts"). Each party hereby irrevocably submits to the
exclusive jurisdiction of the New York Courts for the adjudicaion of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein (including with respect to the enforcement of any of the
Transaction Documents), and hereby irrevocably waives, and agrees not to assert
in any suit, action or proceeding, any claim that it is not personally subject
to the jurisdiction of any such court, or that the New York Courts are an
improper or inconvenient venue for such proceeding. Each party hereby
irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof via
registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of
process and notice thereof. Nothing contained herein shall be deemed to limit in
any way any right to serve process in any manner permitted by law. The parties
hereto hereby irrevocably waive, to the fullest extent permitted by applicable
law, any and all right to trial by jury in any legal proceeding arising out of
or relating to the Transaction Documents or the transactions contemplated
thereby. If either party shall commence an action or proceeding to enforce any
provisions of this Agreement, then the prevailing party in such action or
proceeding shall be reimbursed by the other party for its attorneys' fees and
other costs and expenses incurred with the investigation, preparation and
prosecution of such action or proceeding.

         5.9 Survival. The representations and warranties contained herein shall
survive the Closing and the delivery, exercise and/or conversion of the
Securities, as applicable for the applicable statue of limitations.

         5.10 Execution. This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile signature page
were an original thereof.

         5.11 Severability. If any provision of this Agreement is held to be
invalid or unenforceable in any respect, the validity and enforceability of the
remaining terms and provisions of this Agreement shall not in any way be
affected or impaired thereby and the parties will attempt to agree upon a valid
and enforceable provision that is a reasonable substitute therefor, and upon so
agreeing, shall incorporate such substitute provision in this Agreement.


                                      -28-
<PAGE>

         5.12 Rescission and Withdrawal Right. Notwithstanding anything to the
contrary contained in (and without limiting any similar provisions of) the
Transaction Documents, within 7 Trading Days from when any Purchaser exercises a
right, election, demand or option under a Transaction Document and the Company
does not timely perform its related obligations within the periods therein
provided, then such Purchaser may rescind or withdraw, in its sole discretion
from time to time upon written notice to the Company, any relevant notice,
demand or election in whole or in part without prejudice to its future actions
and rights; provided, however, in the case of a rescission of a conversion of a
Debenture or exercise of a Warrant, the Purchaser shall be required to return
any shares of Common Stock subject to any such rescinded conversion or exercise
notice.

         5.13 Replacement of Securities. If any certificate or instrument
evidencing any Securities is mutilated, lost, stolen or destroyed, the Company
shall issue or cause to be issued in exchange and substitution for and upon
cancellation thereof, or in lieu of and substitution therefor, a new certificate
or instrument, but only upon receipt of evidence reasonably satisfactory to the
Company of such loss, theft or destruction and customary and reasonable
indemnity, if requested.

         5.14 Remedies. In addition to being entitled to exercise all rights
provided herein or granted by law, including recovery of damages, each of the
Purchasers and the Company will be entitled to specific performance under the
Transaction Documents. The parties agree that monetary damages may not be
adequate compensation for any loss incurred by reason of any breach of
obligations described in the foregoing sentence and hereby agrees to waive in
any action for specific performance of any such obligation the defense that a
remedy at law would be adequate.

         5.15 Intentionally Omitted.

         5.16 Intentionally Omitted.

         5.17 Independent Nature of Purchasers' Obligations and Rights. The
obligations of each Purchaser under any Transaction Document are several and not
joint with the obligations of any other Purchaser, and no Purchaser shall be
responsible in any way for the performance of the obligations of any other
Purchaser under any Transaction Document. Nothing contained herein or in any
Transaction Document, and no action taken by any Purchaser pursuant thereto,
shall be deemed to constitute the Purchasers as a partnership, an association, a
joint venture or any other kind of entity, or create a presumption that the
Purchasers are in any way acting in concert or as a group with respect to such
obligations or the transactions contemplated by the Transaction Document. Each
Purchaser shall be entitled to independently protect and enforce its rights,
including the rights arising out of this Agreement or out of the other
Transaction Documents, and it shall not be necessary for any other Purchaser to
be joined as an additional party in any proceeding for such purpose. Each
Purchaser has been represented by its own separate legal counsel in their review
and negotiation of the Transaction Documents. For reasons of administrative
convenience only, Purchasers and their respective counsel have chosen to
communicate with the Company through FW. FW does not represent all of the
Purchasers but only Omicron. The Company has elected to provide all Purchasers
with the same terms and Transaction Documents for the convenience of the Company
and not because it was required or requested to do so by the Purchasers.


                                      -29-
<PAGE>

         5.18 Liquidated Damages. The Company's obligations to pay any
liquidated damages or other amounts owing under the Transaction Documents is a
continuing obligation of the Company and shall not terminate until all unpaid
liquidated damages and other amounts have been paid notwithstanding the fact
that the instrument or security pursuant to which such liquidated damages or
other amounts are due and payable shall have been canceled.

         5.19 Consent. Where in the Transaction Documents the consent of a
Purchaser is required within a specific period of time, consent shall be deemed
to have been given if no objection is given by notice to the Company within the
applicable period of time.

                            (Signature Pages Follow)


                                      -30-
<PAGE>

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


                                            INTERACTIVE SYSTEMS WORLDWIDE INC.

                                            By: /s/ Bernard Albanese
                                            Name: Bernard Albanese
                                            Title: President

                                            Address for Notice:
                                            -------------------

                                            2 Andrews Road (2nd Floor)
                                            West Paterson, NJ 07424
                                            Attn: Chief Financial Officer
                                            Tel: 973.256.8181 Ext. 24
                                            Fax: 973.256.8211



With a copy (which is required
for notice to be valid) to each of:         Friedman Kaplan Seiler & Adelman LLP
                                            1633 Broadway (46th Floor)
                                            New York, NY 10019
                                            Attn: Richard M. Hoffman, Esq.
                                            Tel: 212.833.1116
                                            Fax: 212.833.1250

                           and to:
                                            Global Interactive Gaming Ltd.
                                            Centre Point Tower
                                            103 New Oxford Street
                                            London WC1A 100
                                            Attn: M. Lunjevich
                                            Tel: +44-207-663-8950 Ext. 8974
                                            Fax: +44-207-663-8951


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                                      -31-
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                       [PURCHASER'S SIGNATURE PAGE - ISWI]

         IN WITNESS WHEREOF, the undersigned have caused this Securities
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.

OMICRON MASTER TRUST                              Address for Notice:
                                                  ------------------
By: Omicron Capital L.P., as subadvisor           c/o Omicron Capital L.P.
By: Omicron Capital Inc., its general partner     810 Seventh Avenue, 39th Fl.
                                                  New York, NY 10019
                                                  Fax: (212) 803-5269
By: /s/ Bruce Bernstein                           Attn: Brian Daly
Name: Bruce Bernstein
Title: Managing Partner

Subscription Amount:  $1,650,000
Warrant Shares: 118,990
Shares: 165,165
Tax Identification No.:  98-6053436

With a copy to:
--------------
(which shall not constitute notice)               Feldman Weinstein LLP
                                                  420 Lexington Avenue
                                                  New York, New York 10170
                                                  Attn: Robert F. Charron
                                                  Tel: (212) 869-7000
                                                  Fax: (212) 401-4741


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MIDSUMMER INVESTMENT, LTD.                        Address for Notice:
                                                  ------------------
                                                  c/o Midsummer Capital, LLC
                                                  485 Madison Avenue, 23rd Floor
                                                  New York, New York 10022
By: /s/ Scott Kaufman                             Tel:(212) 584-2140
Name: Scott Kaufman                               Fax:(212) 584-2142
Title: Managing Director, Midsummer Capital, LLC  Attn: Scott Kaufman
        (as investment advisor to Midsummer
        Investment, Ltd.)

Subscription Amount:  $1,650,000
Warrant Shares: 118,990
Shares: 165,165
Tax Identification No.: 98-0370103

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                       [PURCHASER'S SIGNATURE PAGE - ISWI]


MICROCAPITAL FUND LP                              Address for Notice:
                                                  -------------------
                                                  c/o MicroCapital LLC
                                                  410 Jessie Street, Suite 1002
                                                  San Francisco, CA 94103
By: /s/ Christopher P. Swenson                    Tel: 415-625-6822
Name: Christopher P. Swenson                      Fax: 415-625-0836
Title: Vice President, MicroCapital LLC           Attn: Christopher P. Swenson

Subscription Amount:  $360,000
Warrant Shares: 25,962
Shares: 36,036
Tax Identification No.: 52-2286453

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                       [PURCHASER'S SIGNATURE PAGE - ISWI]

MICROCAPITAL FUND LTD                             Address for Notice:
                                                  -------------------
                                                  c/o MicroCapital LLC
                                                  410 Jessie Street, Suite 1002
                                                  San Francisco, CA  94103
By: /s/ Christopher P. Swenson                    Tel: 415-625-6822
Name: Christopher P. Swenson                      Fax: 415-625-0836
Title: Vice President, MicroCapital LLC           Attn: Christopher P. Swenson

Subscription Amount: $240,000
Warrant Shares: 17,307
Shares: 24,024
Tax Identification No.: N/A



                                      -35-