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                                                                    EXHIBIT 10.1
                              PLANET AMERICA, INC.

                    AMENDED AND RESTATED INVESTMENT AGREEMENT

     THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES
     AND EXCHANGE COMMISSION OR ANY STATE OR OTHER SECURITIES AUTHORITIES. THEY
     MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
     STATEMENT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE FEDERAL
     AND STATE SECURITIES LAWS.

     THIS INVESTMENT AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
     SOLICITATION OF AN OFFER TO PURCHASE, ANY OF THE SECURITIES DESCRIBED
     HEREIN BY OR TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR
     SOLICITATION WOULD BE UNLAWFUL. THESE SECURITIES HAVE NOT BEEN RECOMMENDED
     BY ANY FEDERAL OR STATE SECURITIES AUTHORITIES, NOR HAVE SUCH AUTHORITIES
     CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY
     REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

     AN INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. THE
     INVESTOR MUST RELY ON ITS OWN ANALYSIS OF THE INVESTMENT AND ASSESSMENT OF
     THE RISKS INVOLVED. SEE THE RISK FACTORS SET FORTH IN THE ATTACHED
     DISCLOSURE DOCUMENTS AS EXHIBIT J.

     SEE ADDITIONAL LEGENDS AT SECTIONS 4.7.


          THIS AMENDED AND RESTATED INVESTMENT AGREEMENT (this "Agreement" or
"Investment Agreement") is dated as of the 25th day of June, 1999, by and
between Planet America, Inc., a corporation duly organized and existing under
the laws of the State of Delaware (the "Company"), and the undersigned Investor
executing this Agreement ("Investor"), and amends and restates that certain
Investment Agreement between the Company and the Investor dated June 25, 1999.

                                   RECITALS:

     WHEREAS, the parties desire that, upon the terms and subject to the
conditions contained herein, the Company shall issue to the Investor, and the
Investor shall purchase from the Company, from time to time as provided herein,
shares of the Company's Common Stock , as part of an offering of Common Stock by
the Company to Investor, for a maximum aggregate offering amount of Twenty Five
Million Dollars ($25,000,000) (the "Maximum Offering Amount"); and

     WHEREAS, the solicitation of this Investment Agreement and, if accepted by
the Company, the offer and sale of the Common Stock are being made in reliance
upon the provisions of Regulation D ("Regulation D") promulgated under the Act,
Section 4(2) of the Act, and/or upon such other exemption from the registration
requirements of the Act as may be available with respect to any or all of the
purchases of Common Stock to be made hereunder.

Planet America (Final Amended and Restated) Inv. Agreement


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                                     TERMS:

     NOW, THEREFORE, the parties hereto agree as follows:

     1. Certain Definitions. As used in this Agreement (including the recitals
above), the following terms shall have the following meanings (such meanings to
be equally applicable to both the singular and plural forms of the terms
defined):

     "20% Approval" shall have the meaning set forth in Section 5.26.

     "Accredited Investor" shall have the meaning set forth in Section 3.1.

     "Act" shall mean the Securities Act of 1933, as amended.

     "Advance Put Notice" shall have the meaning set forth in Section 2.3.1(a),
the form of which is attached hereto as Exhibit E.

     "Advance Put Notice Confirmation" shall have the meaning set forth in
Section 2.3.1(a), the form of which is attached hereto as Exhibit F.

     "Advance Put Notice Date" shall have the meaning set forth in Section
2.3.1(a).

     "Affiliate" shall have the meaning as set forth Section 6.5.

     "Aggregate Issued Shares" equals the aggregate number of shares of Common
Stock issued to Investor pursuant to the terms of this Agreement or the
Registration Rights Agreement as of a given date, including Put Shares and
Warrant Shares.

     "Agreed Upon Procedures Report" shall have the meaning set forth in Section
2.6.3(b).

     "Agreement" shall mean this Investment Agreement.

     "Annual Non-Usage Fee" shall have the meaning set forth in Section 2.7.

     "Automatic Termination" shall have the meaning set forth in Section 2.3.2.

     "Bring Down Cold Comfort Letters" shall have the meaning set forth in
Section 2.3.6(b).

     "Business Day" shall mean any day during which the Principal Market is open
for trading.

     "Calendar Month" shall mean the period of time beginning on the numeric day
in question in a calendar month and for Calendar Months thereafter, beginning on
the earlier of (i) the same numeric day of the next calendar month or (ii) the
last day of the next calendar month. Each Calendar Month shall end on the day
immediately preceding the beginning of the next succeeding Calendar Month.

     "Cap Amount" shall have the meaning set forth in Section 2.3.11.

     "Capital Raising Limitations" shall have the meaning set forth in Section
6.6.1.

     "Capitalization Schedule" shall have the meaning set forth in Section
3.2.4, attached hereto as Exhibit K.




Planet America (Final Amended and Restated) Inv. Agreement       2

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     "Closing" shall mean one of (i) the Investment Commitment Closing and (ii)
each closing of a purchase and sale of Common Stock pursuant to Section 2.

     "Closing Bid Price" means, for any security as of any date, the last
closing bid price for such security on the O.T.C. Bulletin Board, or, if the
O.T.C. Bulletin Board is not the principal securities exchange or trading market
for such security, the last closing bid price of such security on the principal
securities exchange or trading market where such security is listed or traded as
reported by such principal securities exchange or trading market, or if the
foregoing do not apply, the last closing bid price of such security in the
over-the-counter market on the electronic bulletin board for such security, or,
if no closing bid price is reported for such security, the average of the bid
prices of any market makers for such security as reported in the "pink sheets"
by the National Quotation Bureau, Inc. If the Closing Bid Price cannot be
calculated for such security on such date on any of the foregoing bases, the
Closing Bid Price of such security on such date shall be the fair market value
as mutually determined by the Company and the Investor in this Offering. If the
Company and the Investor in this Offering are unable to agree upon the fair
market value of the Common Stock, then such dispute shall be resolved by an
investment banking firm mutually acceptable to the Company and the Investor in
this offering and any fees and costs associated therewith shall be paid by the
Company.

     "Commitment Evaluation Period" shall have the meaning set forth in Section
2.7.

     "Commitment Warrants" shall have the meaning set forth in Section 2.7.

     "Commitment Warrant Exercise Price" shall have the meaning set forth in
Section 2.7.

     "Common Shares" shall mean the shares of Common Stock of the Company.

     "Common Stock" shall mean the common stock of the Company.

     "Company" shall mean Planet America, Inc., a corporation duly organized and
existing under the laws of the State of Delaware.

     "Company Designated Maximum Put Dollar Amount" shall have the meaning set
forth in Section 2.3.1(a).

     - "Company Designated Minimum Put Share Price" shall have the meaning set
forth in Section 2.3.l(a).

     "Company Termination" shall have the meaning set forth in Section 2.3.14.

     "Conditions to Investor's Obligations" shall have the meaning as set forth
in Section 2.2.4.

     "Delisting Event" shall mean any time during the term of this Investment
Agreement, that the Company's Common Stock is not listed for and actively
trading on the O.T.C. Bulletin Board, the Nasdaq Small Cap Market, the Nasdaq
National Market, the American Stock Exchange, or the New York Stock Exchange or
is suspended or delisted with respect to the trading of the shares of Common
Stock on such market or exchange.

     "Disclosure Documents" shall have the meaning as set forth in Section
3.2.4.

     "Due Diligence Review" shall have the meaning as set forth in Section 2.6

     "Effective Date" shall have the meaning set forth in Section 2.3.1.


Planet America (Final Amended and Restated) Inv. Agreement       3

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       "Evaluation Day" shall have the meaning set forth in Section 2.3.7(b).

       "Equity Securities" shall have the meaning set forth in Section 6.6.1.

       "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

       "Extended Put Period" shall mean the period of time between the Advanced
Put Notice Date until the Pricing Period End Date.

       "Impermissible Put Cancellation" shall have the meaning set forth in
Section 2.3.1(e).

       "Indemnified Liabilities" shall have the meaning set forth in Section 9.

       "Indemnities" shall have the meaning set forth in Section 9.

       "Indemnitor" shall have the meaning set forth in Section 9.

       "Individual Put Limit" shall have the meaning set forth in Section 2.3.1
(b).

       "Ineffective Period" shall mean any period of time that the Registration
Statement or any Supplemental Registration Statement (each as defined in the
Registration Rights Agreement) becomes ineffective or unavailable for use for
the sale or resale, as applicable, of any or all of the Registrable Securities
(as defined in the Registration Rights Agreement) for any reason (or in the
event the prospectus under either of the above is not current and deliverable)
during any time period required under the Registration Rights Agreement.

       "Intended Put Share Amount" shall have the meaning set forth in Section
2.3.1(a).

       "Investment Commitment Closing" shall have the meaning set forth in
Section 2.2.3.

       "Investment Agreement" shall mean this Investment Agreement.

       "Investment Commitment Opinion of Counsel" shall mean an opinion from
Company's independent counsel, substantially in the form attached as Exhibit B,
or such other form as agreed upon by the parties, as to the Investment
Commitment Closing.

       "Investment Date" shall mean the date of the Investment Commitment
Closing.

       "Investor" shall have the meaning set forth in the preamble hereto.

       "Key Employee" shall have the meaning set forth in Section 5.18, as set
forth in Exhibit N.

       "Late Payment Amount" shall have the meaning set forth in Section 2.3.8.

       "Legend" shall have the meaning set forth in Section 4.7.

       "Major Transaction" shall mean and shall be deemed to have occurred at
such time upon any of the following events:

              (i) a consolidation, merger or other business combination or event
or transaction following which the holders of Common Stock of the Company
immediately preceding such consolidation, merger, combination or event either
(i) no longer hold a majority of the shares of Common Stock of the Company or
(ii) no longer have the ability to elect the board of directors


Planet America (Final Amended and Restated) Inv. Agreement   4




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of the Company (a "Change of Control"); provided, however, that if the other
entity involved in such consolidation, merger, combination or event is a
publicly traded company with "Substantially Similar Trading Characteristics"
(as defined below) as the Company and the holders of Common Stock are to
receive solely Common Stock or no consideration (if the Company is the
surviving entity) or solely common stock of such other entity (if such other
entity is the surviving entity), such transaction shall not be deemed to be a
Major Transaction (provided the surviving entity, if other than the Company,
shall have agreed to assume all obligations of the Company under this Agreement
and the Registration Rights Agreement). For purposes hereof, an entity shall
have Substantially Similar Trading Characteristics as the Company if the
average daily dollar trading volume of the common stock of such entity is equal
to or in excess of $200,000 for the 90th through the 31st day prior to the
public announcement of such transaction;

              (ii) the sale or transfer of all or substantially all of the
Company's assets; or

              (iii) a purchase, tender or exchange offer made to the holders of
outstanding shares of Common Stock, such that following such purchase, tender or
exchange offer a Change of Control shall have occurred.

       "Market Price" shall equal the lowest Closing Bid Price for the Common
Stock on the Principal Market during the Pricing Period for the applicable Put.

       "Material Facts" shall have the meaning set forth in Section 2.3.6(a).

       "Maximum Put Dollar Amount" shall mean the lesser of (i) the Company
Designated Maximum Put Dollar Amount, if any, specified by the Company in a Put
Notice, and (ii) $2 million.

       "Maximum Offering Amount" shall mean Twenty Five Million Dollars
($25,000,000).

       "Nasdaq 20% Rule" shall have the meaning set forth in Section 2.3.11.

       "NASD" shall have the meaning set forth in Section 6.10.

       "NYSE" shall have the meaning set forth in Section 6.10.

       "Numeric Day" shall mean the numerical day of the month of the Investment
Date or the last day of the calendar month in question, whichever is less.

       "Offering" shall mean the Company's offering of common stock and warrants
issued under this Investment Agreement.

       "Officer's Certificate" shall mean a certificate, signed by an officer of
the Company, to the effect that the representations and warranties of the
Company in this Agreement required to be true for the applicable Closing are
true and correct in all material respects and all of the conditions and
limitations set forth in this Agreement for the applicable Closing are
satisfied.

       "Opinion of Counsel" shall mean, as applicable, the Investment Commitment
Opinion of Counsel, the Put Opinion of Counsel, the Registration Opinion and the
Purchase Warrant Opinion of Counsel.

       "Payment Due Date" shall have the meaning set forth in Section 2.3.8.

       "Pricing Period" shall have the meaning set forth in Section 2.3.7(b).



Planet America (Final Amended and Restated) Inv. Agreement   5




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       "Pricing Period End Date" shall mean the last Business Day of any Pricing
Period.

       "Principal Market" shall mean the O.T.C. Bulletin Board, the Nasdaq Small
Cap Market, the Nasdaq National Market, the American Stock Exchange or the New
York Stock Exchange, whichever is at the time the principal trading exchange or
market for the Common Stock.

       "Proceeding" shall have the meaning as set forth Section 5.1.

       "Purchase" shall have the meaning set forth in Section 2.3.7(a).

       "Purchase Warrants" shall have the meaning set forth in Section 2.4.2.

       "Purchase Warrant Exercise Price" shall have the meaning set forth in
Section 2.4.2.

       "Purchase Warrant Opinion of Counsel" shall mean an opinion from
Company's independent counsel, substantially in the form attached as Exhibit O,
or such other form as agreed upon by the parties, as to the issuance of Purchase
Warrants to the Investor.

       "Put" shall have the meaning set forth in Section 2.3.1(d).

       "Put Cancellation" shall have the meaning set forth in Section 2.3.13(a).

       "Put Cancellation Notice Confirmation" shall have the meaning set forth
in Section 2.3.13(c), the form of which is attached hereto as Exhibit S.

       "Put Cancellation Date" shall have the meaning set forth in Section
2.3.13(a).

       "Put Cancellation Notice" shall have the meaning set forth in Section
2.3.13(a), the form of which is attached hereto as Exhibit Q.

       "Put Closing" shall have the meaning set forth in Section 2.3.8.

       "Put Closing Date" shall have the meaning set forth in Section 2.3.8.

       "Put Date" shall mean the date that is specified by the Company in any
Put Notice for which the Company intends to exercise a Put under Section 2.3.1,
unless the Put Date is postponed pursuant to the terms hereof, in which case
the "Put Date" is such postponed date.

       "Put Dollar Amount" shall be determined by multiplying the Put Share
Amount by the Put Share Price with respect to such Put Date, subject to the
limitations herein.

       "Put Notice" shall have the meaning set forth in Section 2.3.1(d), the
form of which is attached hereto as Exhibit G.

       "Put Notice Confirmation" shall have the meaning set forth in Section
2.3.1(d), the form of which is attached hereto as Exhibit H.

       "Put Opinion of Counsel" shall mean an opinion from Company's independent
counsel, in the form attached as Exhibit I, or such other form as agreed upon
by the parties, as to any Put Closing.

       "Put Share Amount" shall have the meaning as set forth Section 2.3.1(b).



Planet America (Final Amended and Restated) Inv. Agreement   6
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       "Put Share Price" shall have the meaning set forth in Section 2.3.1(c).

       "Put Shares" shall mean shares of Common Stock that are purchased by the
Investor pursuant to a Put.

       "Registrable Securities" shall have the meaning as set forth in the
Registration Rights Agreement.

       "Registration Opinion" shall have the meaning set forth in Section
2.3.6(a).

       "Registration Opinion Deadline" shall have the meaning set forth in
Section 2.3.6(a).

       "Registration Rights Agreement" shall mean that certain registration
rights agreement entered into by the Company and Investor on even date herewith,
in the form attached hereto as Exhibit A, or such other form as agreed upon by
the parties.

       "Registration Statement" shall have the meaning as set forth in the
Registration Rights Agreement.

       "Regulation D" shall mean Regulation D promulgated under the Act.

       "Reporting Issuer" shall have the meaning set forth in Section 6.2.

       "Required Put Documents" shall have the meaning set forth in Section
2.3.5.

       "Risk Factors" shall have the meaning set forth in Section 3.2.4,
attached hereto as Exhibit J.

       "Schedule of Exceptions" shall have the meaning set forth in Section 5,
and is attached hereto as Exhibit C.

       "SEC" shall mean the Securities and Exchange Commission.

       "Securities" shall mean this Investment Agreement, together with the
Common Stock of the Company, the Warrants and the Warrant Shares issuable
pursuant to this Investment Agreement.

       "Share Authorization Increase Approval" shall have the meaning set forth
in Section 5.26.

       "Six Month Anniversary" shall mean the date that is the same Numeric Day
of the sixth (6th) calendar month after the Investment Date, and the date that
is the same Numeric Day of each sixth (6th) calendar month thereafter, provided
that if such date is not a Business Day, the next Business Day thereafter.

       "Stockholder 20% Approval" shall have the meaning set forth in Section
6.12.

       "Supplemental Registration Statement" shall have the meaning set forth in
the Registration Rights Agreement.

       "Term" shall mean the term of this Agreement, which shall be a period of
time beginning on the date of this Agreement and ending on the Termination Date.


Planet America (Final Amended and Restated) Inv. Agreement   7




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       "Termination Date" shall mean the earlier of (i) the date that is three
(3) years after the date of this Agreement, or (ii) the date that is thirty (30)
Business Days after the later of (a) the Put Closing Date on which the sum of
the aggregate Put Share Price for all Put Shares equal the Maximum Offering
Amount, (b) the date that the Company has delivered a Termination Notice to the
Investor, (c) the date of an Automatic Termination, and (d) the date that all of
the Warrants have been exercised.

       "Termination Fee" shall have the meaning as set forth in Section 2.7.

       "Termination Notice" shall have the meaning as set forth in Section
2.3.14.

       "Third Party Report" shall have the meaning set forth in Section 3.2.4.

       "Transfer Agent Instructions" shall mean the Company's instructions to
its transfer agent, substantially in the form attached as Exhibit T, or such
other form as agreed upon by the parties.

       "Transaction Documents" shall have the meaning set forth in Section 9.

       "Trigger Price" shall have the meaning set forth in Section 2.3.7(b).

       "Truncated Pricing Period" shall have the meaning set forth in Section
2.3.7(b).

       "Truncated Put Share Amount" shall have the meaning set forth in Section
2.3.13(b).

       "Unlegended Share Certificates" shall mean a certificate or certificates
(or electronically delivered shares, as appropriate) (in denominations as
instructed by Investor) representing the shares of Common Stock to which the
Investor is then entitled to receive, registered in the name of Investor or its
nominee (as instructed by Investor) and not containing a restrictive legend or
stop transfer order, including but not limited to the Put Shares for the
applicable Put and Warrant Shares.

       "Use of Proceeds Schedule" shall have the meaning as set forth in Section
3.2.4, attached hereto as Exhibit L.

       "Warrant Shares" shall mean the Common Stock issuable upon exercise of
the Warrants.

       "Warrants" shall mean Purchase Warrants and Commitment Warrants.

       2.      Purchase and Sale of Common Stock

               2.1 Offer to Subscribe.

               Subject to the terms and conditions herein and the satisfaction
of the conditions to closing set forth in Sections 2.2 and 2.3 below, Investor
hereby agrees to purchase such amounts of Common Stock and accompanying Warrants
as the Company may, in its sole and absolute discretion, from time to time
elect to issue and sell to Investor according to one or more Puts pursuant to
Section 2.3 below.

               2.2   Investment Commitment.

                     2.2.1 [Intentionally Left Blank].


Planet America (Final Amended and Restated) Inv. Agreement   8




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                     2.2.2 [Intentionally Left Blank].

                     2.2.3 Investment Commitment Closing. The closing of this
Agreement (the "Investment Commitment Closing") shall be deemed to occur when
this Agreement and the Registration Rights Agreement have been executed by both
Investor and the Company, the Transfer Agent Instructions have been executed by
both the Company and the Transfer Agent, and the other Conditions to Investor's
Obligations set forth in Section 2.2.4 below have been met.

                     2.2.4 Conditions to Investor's Obligations. As a
prerequisite to the Investment Commitment Closing and the Investor's obligations
hereunder, all of the following (the "Conditions to Investor's Obligations")
shall have been satisfied prior to or concurrently with the Company's execution
and delivery of this Agreement:

              (a)    the following documents shall have been delivered to the
                     Investor: (i) the Registration Rights Agreement (executed
                     by the Company and Investor), (ii) the Investment
                     Commitment Opinion of Counsel (signed by the Company's
                     counsel), (iii) the Transfer Agent Instructions (executed
                     by the Company and the Transfer Agent), and (iv) a
                     Secretary's Certificate as to (A) the resolutions of the
                     Company's board of directors authorizing this transaction,
                     (B) the Company's Certificate of Incorporation, and (C) the
                     Company's Bylaws;

              (b)    this Investment Agreement, accepted by the Company, shall
                     have been received by the Investor;

              (c)    [Intentionally Left Blank];

              (d)    the Company's Common Stock shall be listed for trading and
                     actually trading on the O.T.C. Bulletin Board, the Nasdaq
                     Small Cap Market, the Nasdaq National Market, the American
                     Stock Exchange or the New York Stock Exchange;

              (e)    other than continuing losses described in the Risk Factors
                     set forth in the Disclosure Documents (provided for in
                     Section 3.2.4), as of the Closing there have been no
                     material adverse changes in the Company's business
                     prospects or financial condition since the date of the last
                     balance sheet included in the Disclosure Documents,
                     including but not limited to incurring material
                     liabilities; and

              (f)    the representations and warranties of the Company in this
                     Agreement shall be true and correct in all material
                     respects and the conditions to Investor's obligations set
                     forth in this Section 2.2.4 shall have been satisfied as of
                     such Closing; and the Company shall deliver an Officer's
                     Certificate, signed by an officer of the Company, to such
                     effect to the Investor.

              2.3 Puts of Common Shares to the Investor.

                     2.3.1 Procedure to Exercise a Put. Subject to the
Individual Put Limit, the Maximum Offering Amount and the Cap Amount (if
applicable), and the other conditions and limitations set forth in this
Agreement, at any time beginning on the date on which the Registration Statement
is declared effective by the SEC (the "Effective Date"), the Company may, in its
sole and absolute discretion, elect to exercise one or more Puts according to
the


Planet America (Final Amended and Restated) Inv. Agreement   9

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following procedure, provided that each subsequent Put Date after the first Put
Date shall be no sooner than twenty (20) Business Days following the preceding
Put Date:

                     (a) Delivery of Advance Put Notice. At least five (5)
Business Days but not more than twenty (20) Business Days prior to any intended
Put Date (unless otherwise agreed in writing by the Investor), the Company shall
deliver advance written notice (the "Advance Put Notice," the form of which is
attached hereto as Exhibit E, the date of such Advance Put Notice being the
"Advance Put Notice Date") to Investor stating the Put Date for which the
Company shall, subject to the limitations and restrictions contained herein,
exercise a Put and stating the number of shares of Common Stock (subject to the
Individual Put Limit and the Maximum Put Dollar Amount) which the Company
intends to sell to the Investor for the Put (the "Intended Put Share Amount").

       The Company may, at its option, also designate in any Advance Put Notice
(i) a maximum dollar amount of Common Stock, not to exceed $2,000,000, which it
shall sell to Investor during the Put (the "Company Designated Maximum Put
Dollar Amount") and/or (ii) a minimum purchase price per Put Share at which the
Investor may purchase Shares pursuant to such Put Notice (a "Company Designated
Minimum Put Share Price"). The Company Designated Minimum Put Share Price, if
applicable, shall be no greater than 80% of the Closing Bid Price of the
Company's common stock on the Advance Put Notice Date.

       Notwithstanding the above, if, at the time of delivery of an Advance Put
Notice, more than two (2) Calendar Months have passed since the previous Put
Date, such Advance Put Notice shall provide at least ten (10) Business Days
notice of the intended Put Date, unless waived in writing by the Investor. In
order to effect delivery of the Advance Put Notice, the Company shall (i) send
the Advance Put Notice by facsimile on such date so that such notice is received
by the Investor by 6:00 p.m., New York, NY time, and (ii) surrender such notice
on such date to a courier for overnight delivery to the Investor (or two (2) day
delivery in the case of an Investor residing outside of the U.S.). Upon receipt
by the Investor of a facsimile copy of the Advance Put Notice, the Investor
shall, within two (2) Business Days, send, via facsimile, a confirmation of
receipt (the "Advance Put Notice Confirmation," the form of which is attached
hereto as Exhibit F) of the Advance Put Notice to the Company specifying that
the Advance Put Notice has been received and affirming the intended Put Date and
the Intended Put Share Amount.

                     (b) Put Share Amount. The "Put Share Amount" is the number
of shares of Common Stock that the Investor shall be obligated to purchase in a
given Put, and shall equal the lesser of (i) the Intended Put Share Amount, and
(ii) the Individual Put Limit. The "Individual Put Limit" shall equal the lesser
of (i) 15% of the sum of the aggregate daily reported trading volumes in the
outstanding Common Stock on the Company's Principal Market, excluding any block
trades of 30,000 or more shares of Common Stock, for all Evaluation Days (as
defined in Section 2.3.7(b) below) in the Pricing Period, (ii) the number of Put
Shares which, when multiplied by their respective Put Share Prices, equals the
Maximum Put Dollar Amount, and (iii) 9.9% of the total amount of the Company's
Common Stock that would be outstanding upon completion of the Put, but shall in
no event exceed 15% of the sum of the aggregate daily reported trading volumes
in the outstanding Common Stock on the Company's Principal Market, excluding any
block trades of 30,000 or more shares of Common Stock, for the twenty (20)
Trading Days immediately preceding the Put Date (this limitation, together with
the limitation in (i) immediately above, are collectively referred to herein as
the "Volume Limitations").

                     (c) Put Share Price. The purchase price for the Put Shares
(the "Put Share Price") shall equal the lesser of (i) the Market Price for such
Put, minus $.10, or (ii) 91% of the Market Price for such Put.



Planet America (Final Amended and Restated) Inv. Agreement 10
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                     (d) Delivery of Put Notice. After delivery of an Advance
Put Notice, on the Put Date specified in the Advance Put Notice the Company
shall deliver written notice (the "Put Notice," the form of which is attached
hereto as Exhibit G) to Investor stating (i) the Put Date, (ii) the Intended
Put Share Amount as specified in the Advance Put Notice (such exercise a
"Put"), (iii) the Company Designated Maximum Put Dollar Amount (if applicable),
and (iv) the Company Designated Minimum Put Share Price (if applicable). In
order to effect delivery of the Put Notice, the Company shall (i) send the Put
Notice by facsimile on the Put Date so that such notice is received by the
Investor by 6:00 p.m., New York, NY time, and (ii) surrender such notice on the
Put Date to a courier for overnight delivery to the Investor (or two (2) day
delivery in the case of an Investor residing outside of the U.S.). Upon receipt
by the Investor of a facsimile copy of the Put Notice, the Investor shall,
within two (2) Business Days, send, via facsimile, a confirmation of receipt
(the "Put Notice Confirmation," the form of which is attached hereto as Exhibit
H) of the Put Notice to Company specifying that the Put Notice has been
received and affirming the Put Date and the Intended Put Share Amount.

                     (e) Delivery of Required Put Documents. On or before the
Put Date for such Put, the Company shall deliver the Required Put Documents (as
defined in Section 2.3.5 below) to the Investor (or to an agent of Investor, if
Investor so directs). Unless otherwise specified by the Investor, the Put Shares
of Common Stock shall be transmitted electronically pursuant to such electronic
delivery system as the Investor shall request; otherwise delivery shall be by
physical certificates. If the Company has not delivered all of the Required Put
Documents to the Investor on or before the Put Date, the Put shall be
automatically cancelled, unless the Investor agrees to delay the Put Date by up
to three (3) Business Days, in which case the Pricing Period begins on the
Business Day following such new Put Date. If the Company has not delivered all
of the Required Put Documents to the Investor on or before the Put Date (or new
Put Date, if applicable), and the Investor has not agreed in writing to delay
the Put Date, the Put is automatically canceled (an "Impermissible Put
Cancellation") and, unless the Put was otherwise canceled in accordance with the
terms of Section 2.3.13, the Company shall pay the Investor $5,000 for its
reasonable due diligence expenses incurred in preparation for the canceled Put
and the Company may deliver an Advance Put Notice for the subsequent Put no
sooner than ten (10) Business Days after the date that such Put was canceled,
unless otherwise agreed by the Investor.

              2.3.2 Termination of Right to Put. The Company's right to require
the Investor to purchase any subsequent Put Shares shall terminate permanently
(each, an "Automatic Termination"), upon the occurrence of any of the following:

                     (a) the Company shall not exercise a Put or any Put
thereafter if, at any time, either the Company or any director or executive
officer of the Company has engaged in a transaction or conduct related to the
Company that gives rise to (i) a Securities and Exchange Commission enforcement
action, or (ii) a civil judgment or criminal conviction for fraud or
misrepresentation, or for any other offense that, if prosecuted criminally,
would constitute a felony under applicable law;

                     (b) the Company shall not exercise a Put or any Put
thereafter, on any date after a cumulative time period or series of time
periods, including both Ineffective Periods and Delisting Events, that lasts for
an aggregate of four (4) months;

                     (c) the Company shall not exercise a Put or any Put
thereafter if at any time the Company has filed for and/or is subject to any
bankruptcy, insolvency, reorganization or liquidation proceedings or other
proceedings for relief under any bankruptcy law or any law for the relief of
debtors instituted by or against the Company or any subsidiary of the Company;

Planet America (Final Amended and Restated) Inv. Agreement 11
<PAGE>   12

                     (d) the Company shall not exercise a Put after the sooner
of (i) the date that is three (3) years after the date of this Agreement, or
(ii) the Put Closing Date on which the aggregate of the Put Dollar Amounts for
all Puts equal the Maximum Offering Amount; and

                     (e) the Company shall not exercise a Put after the Company
has breached any covenant in Section 2.7, Section 6, or Section 9 hereof.

              2.3.3 Put Limitations. The Company's right to exercise a Put shall
be limited as follows:

                     (a) [Intentionally Left Blank].

                     (b) notwithstanding the amount of any Put, the Investor
shall not be obligated to purchase any additional Put Shares once the aggregate
Put Dollar Amount paid by Investor equals the Maximum Offering Amount;

                     (c) the Investor shall not be obligated to acquire and pay
for the Put Shares with respect to any Put for which the Company has announced a
subdivision or combination, including a reverse split, of its Common Stock or
has subdivided or combined its Common Stock during the Extended Put Period;

                     (d) the Investor shall not be obligated to acquire and pay
for the Put Shares with respect to any Put for which the Company has paid a
dividend of its Common Stock or has made any other distribution of its Common
Stock during the Extended Put Period;

                     (e) the Investor shall not be obligated to acquire and pay
for the Put Shares with respect to any Put for which the Company has made,
during the Extended Put Period, a distribution of all or any portion of its
assets or evidences of indebtedness to the holders of its Common Stock;

                     (f) the Investor shall not be obligated to acquire and pay
for the Put Shares with respect to any Put for which a Major Transaction has
occurred during the Extended Put Period;

              2.3.4 Conditions Precedent to the Right of the Company to Deliver
an Advance Put Notice or a Put Notice and the Obligation of the Investor to
Purchase Put Shares. The right of the Company to deliver an Advance Put Notice
or a Put Notice and the obligation of the Investor hereunder to acquire and pay
for the Put Shares incident to a Closing is subject to the satisfaction, on (i)
the date of delivery of such Advance Put Notice or Put Notice and (ii) the
applicable Put Closing Date, of each of the following conditions:

       (a)    the Company's Common Stock shall be listed for and actively
              trading on the O.T.C. Bulletin Board, the Nasdaq Small Cap Market,
              the Nasdaq National Market or the New York Stock Exchange and the
              Put Shares shall be so listed, and to the Company's knowledge
              there is no notice of any suspension or delisting with respect to
              the trading of the shares of Common Stock on such market or
              exchange;

       (b)    the Company shall have satisfied any and all obligations pursuant
              to the Registration Rights Agreement, including, but not limited
              to, the filing of the Registration Statement with the SEC with
              respect to the resale of all

Planet America (Final Amended and Restated) Inv. Agreement 12





<PAGE>   13


                     Registrable Securities and the requirement that the
                     Registration Statement shall have been declared effective
                     by the SEC for the resale of all Registrable Securities and
                     the Company shall have satisfied and shall be in compliance
                     with any and all obligations pursuant to this Agreement and
                     the Warrants;

              (c)    [Intentionally Left Blank].

              (d)    the representations and warranties of the Company are true
                     and correct in all material respects as if made on such
                     date and the conditions to Investor's obligations set forth
                     in this Section 2.3.4 are satisfied as of such Closing, and
                     the Company shall deliver a certificate, signed by an
                     officer of the Company, to such effect to the Investor;

              (e)    the Company shall have reserved for issuance a sufficient
                     number of Common Shares for the purpose of enabling the
                     Company to satisfy any obligation to issue Common Shares
                     pursuant to any Put and to effect exercise of the Warrants;

              (f)    the Registration Statement is not subject to an Ineffective
                     Period as defined in the Registration Rights Agreement, the
                     prospectus included therein is current and deliverable, and
                     to the Company's knowledge there is no notice of any
                     investigation or inquiry concerning any stop order with
                     respect to the Registration Statement; and

              (g)    if the Aggregate Issued Shares after the Closing of the Put
                     would exceed the Cap Amount, the Company shall have
                     obtained the Stockholder 20% Approval as specified in
                     Section 6.12.

                     2.3.5  Documents Required to be Delivered on the Put Date
as Conditions to Closing of any Put. The Closing of any Put and Investor's
obligations hereunder shall additionally be conditioned upon the delivery to the
Investor of each of the following (the "Required Put Documents") on or before
the applicable Put Date:

                            (a) a number of Unlegended Share Certificates (or
freely tradeable electronically delivered shares, as appropriate) equal to the
Intended Put Share Amount, in denominations of not more than 50,000 shares per
certificate;

                            (b) the following documents: Put Opinion of Counsel,
Officer's Certificate, Put Notice, any required Registration Opinion, and any
report or disclosure required under Section 2.3.6 or Section 2.6;

                            (c) current Risk Factors; and

                            (d) all documents, instruments and other writings
required to be delivered on or before the Put Date pursuant to any provision of
this Agreement in order to implement and effect the transactions contemplated
herein.

                     2.3.6  Accountant's Letter and Registration Opinion.

                            (a) The Company shall have caused to be delivered to
the Investor, (i) whenever required by Section 2.3.6(b) or by Section 2.6.3, and
(ii) on the date that is three (3) Business Days prior to each Put Date (the
"Registration Opinion Deadline"), an opinion of the


Planet America (Final Amended and Restated) Inv. Argreement      13


<PAGE>   14




Company's independent counsel, in substantially the form of Exhibit R (the
"Registration Opinion"), addressed to the Investor stating, inter alia, that no
facts ("Material Facts") have come to such counsel's attention that have caused
it to believe that the Registration Statement is subject to an Ineffective
Period or to believe that the Registration Statement, any Supplemental
Registration Statement (as each may be amended, if applicable), and any related
prospectuses, contain an untrue statement of material fact or omits a material
fact required to make the statements contained therein, in light of the
circumstances under which they were made, not misleading. If a Registration
Opinion cannot be delivered by the Company's independent counsel to the Investor
on the Registration Opinion Deadline due to the existence of Material Facts or
an Ineffective Period, the Company shall promptly notify the Investor and as
promptly as possible amend each of the Registration Statement and any
Supplemental Registration Statements, as applicable, and any related prospectus
or cause such Ineffective Period to terminate, as the case may be, and deliver
such Registration Opinion and updated prospectus as soon as possible thereafter.
If at any time after a Put Notice shall have been delivered to Investor but
before the related Pricing Period End Date, the Company acquires knowledge of
such Material Facts or any Ineffective Period occurs, the Company shall promptly
notify the Investor and shall deliver a Put Cancellation Notice to the Investor
pursuant to Section 2.3.13 by facsimile and overnight courier by the end of that
Business Day.

                            (b)    (i) the Company shall engage its independent
auditors to perform the procedures in accordance with the provisions of
Statement on Auditing Standards No. 71, as amended, as agreed to by the parties
hereto, and reports thereon (the "Bring Down Cold Comfort Letters") as shall
have been reasonably requested by the Investor with respect to certain financial
information contained in the Registration Statement and shall have delivered to
the Investor such a report addressed to the Investor, on the date that is three
(3) Business Days prior to each Put Date.

                                   (ii) in the event that the Investor shall
have requested delivery of an "Agreed Upon Procedures Report" pursuant to
Section 2.6.3, the Company shall engage its independent auditors to perform
certain agreed upon procedures and report thereon as shall have been reasonably
requested by the Investor with respect to certain financial information of the
Company and the Company shall deliver to the Investor a copy of such report
addressed to the Investor. In the event that the report required by this Section
2.3.6(b) cannot be delivered by the Company's independent auditors, the Company
shall, if necessary, promptly revise the Registration Statement and the Company
shall not deliver a Put Notice until such report is delivered.

                     2.3.7  Mechanics of Purchase of Put Shares.

                            (a)    Investor's Obligation and Right to Purchase
Shares. Subject to the conditions set forth in this Agreement, following the
Investor's receipt of a validly delivered Put Notice, the Investor shall be
required to purchase (each a "Purchase") from the Company a number of Put Shares
equal to the Put Share Amount, in the manner described below.

                            (b)    Pricing Period. For purposes hereof, the
"Pricing Period" shall mean, unless otherwise shortened under the terms of this
Agreement, the period beginning on the Business Day immediately following the
Put Date and ending on and including the date which is 20 Business Days after
such Put Date; provided that, if a Put Cancellation Notice has been delivered to
the Investor after the Put Date, the Pricing Period for such Put shall end at
the close of trading on the last full trading day on the Principal Market that
ends prior to the moment of initial delivery of the Put Cancellation Notice (a
"Truncated Pricing Period").



Planet America (Final Amended and Restated) Inv. Agreement      14




<PAGE>   15



       For purposes of this Agreement:

              "Trigger Price" for any Pricing Period shall mean the greater of
(i) the Company Designated Minimum Put Share Price, plus $.10, or (ii) the
Company Designated Minimum Put Share Price divided by .91.

              An "Evaluation Day" shall mean each Business Day during a Pricing
Period where the lowest intra-day trading price of the Common Stock is greater
than or equal to the Trigger Price.

                     2.3.8  Mechanics of Put Closing. Each of the Company and
the Investor shall deliver all documents, instruments and writings required to
be delivered by either of them pursuant to this Agreement at or prior to each
Closing. Subject to such delivery and the satisfaction of the conditions set
forth in Sections 2.3.4 and 2.3.5, the closing of the purchase by the Investor
of Shares shall occur by 5:00 PM, New York City Time, on the date which is five
(5) Business Days following the applicable Pricing Period End Date (or such
other time or later date as is mutually agreed to by the Company and the
Investor) (the "Payment Due Date") at the offices of Investor. On each or before
each Payment Due Date, the Investor shall deliver to the Company, in the manner
specified in Section 8 below, the Put Dollar Amount to be paid for such Put
Shares, determined as aforesaid. The closing (each a "Put Closing") for each Put
shall occur or the date that both (i) the Company has delivered to the Investor
all Required Put Documents, and (ii) the Investor has delivered to the Company
such Put Dollar Amount and any Late Payment Amount, if applicable (each a "Put
Closing Date").

       If the Investor does not deliver to the Company the Put Dollar Amount
for such Put Closing on or before the Payment Due Date, then the Investor shall
pay to the Company, in addition to the Put Dollar Amount an amount (the "Late
Payment Amount") at a rate of X% per month, accruing daily, multiplied by such
Put Dollar Amount, where "X" equals one percent (1%) for the first month
following the date in question, and increases by an additional one percent (1%)
for each month that passes after the date in question, up to a maximum of five
percent (5%) per month; provided, however, that in no event shall the amount of
interest that shall become due and payable hereunder exceed the maximum amount
permissible under applicable law.

                     2.3.9  [Intentionally Left Blank].

                     2.3.10 Limitation on Short Sales. The Investor and its
Affiliates shall not engage in short sales of the Company's Common Stock;
provided, however, that the Investor may enter into any short sale or other
hedging or similar arrangement it deems appropriate with respect to Put Shares
after it receives a Put Notice with respect to such Put Shares so long as such
sales or arrangements do not involve more than the number of such Put Shares
specified in the Put Notice.

                     2.3.11 Cap Amount. If the Company becomes listed on the
Nasdaq Small Cap Market or the Nasdaq National Market, then, unless the Company
has obtained Stockholder 20% Approval as set forth in Section 6.12 or unless
otherwise permitted by Nasdaq, in no event shall the Aggregate Issued Shares
exceed the maximum number of shares of Common Stock (the "Cap Amount") that
the Company can, without stockholder approval, so issue pursuant to Nasdaq Rule
4460(i)(l)(d)(ii) (or any other applicable Nasdaq Rules or any successor rule)
(the "Nasdaq 20% Rule").

                     2.3.12 [Intentionally Left Blank]

Planet America (Final Amended and Restated) Inv. Agreement      15






<PAGE>   16
             2.3.13 Put Cancellation

                    (a)    Mechanics of Put Cancellation. If at any time
during a Pricing Period the Company discovers the existence of Material
Facts or any Ineffective Period or Delisting Event occurs, the Company shall
cancel the Put (a "Put Cancellation"), by delivering written notice to the
Investor (the "Put Cancellation Notice"), attached as Exhibit Q, by facsimile
and overnight courier.  The "Put Cancellation Date" shall be the date that the
Put Cancellation Notice is first received by the Investor, if such notice is
received by the Investor by 6:00 p.m., New York, NY time, and shall be the
following date, if such notice is received by the Investor after 6:00 p.m.,
New York, NY time.

                   (b)     Effect of Put Cancellation. Anytime a Put
Cancellation Notice is delivered to Investor after the Put Date, the Put shall
remain effective with respect to a number of Put Shares (the "Truncated Put
Share Amount") equal to the Put Share Amount for the Truncated Pricing Period.

                   (c)     Put Cancellation Notice Confirmation. Upon receipt
by the Investor of a facsimile copy of the Put Cancellation Notice, the
Investor shall promptly send, via facsimile, a confirmation of receipt (the
"Put Cancellation Notice Confirmation," a form of which is attached
as Exhibit S) of the Put Cancellation Notice to the Company specifying that the
Put Cancellation Notice has been received and affirming the Put Cancellation
Date.

             2.3.14 Investment Agreement Cancellation. The Company may terminate
(a "Company Termination") its right to initiate future Puts by providing
written notice ("Termination Notice") to the Investor, by facsimile and
overnight courier, at any time other than during an Extended Put Period,
provided that such termination shall have no effect on the parties' (other
rights and obligations under this Agreement, the Registration Rights
Agreement or the Warrants.  Notwithstanding the above, any cancellation
occurring during an Extended Put Period is governed by Section 2.3.13.

             2.3.15 Return of Excess Common Shares.  In the event that the
number of Shares purchased by the Investor pursuant to its obligations
hereunder is less than the Intended Put Share Amount, the Investor shall
promptly return to the Company any shares of Common Stock in the Investor's
possession that are not being purchased by the Investor.

      2.4  Warrants.

             2.4.1   [Intentionally Omitted].

             2.4.2   Purchase Warrants.  Within five (5) Business Days of
the end of each Pricing Period, the Company shall issue and deliver to the
Investor a warrant ("Purchase Warrant"), in the form attached hereto as Exhibit
D, or such other form as agreed upon by the parties, to purchase a number of
shares of Common Stock equal to 10% of the number of Put Shares issued to
Investor in that Put.  Each Purchase Warrant shall be exercisable at a price
(the "Purchase Warrant Exercise Price") which shall initially equal 110% of the
weighted average price for the 5 Business Days immediately preceding the Put
Date, and shall have semi-annual reset provisions. Each Purchase Warrant shall
be immediately exercisable at the Purchase Warrant Exercise Price, and shall
have a term beginning on the date of issuance and ending on the date that is
five (5) years thereafter.  The Warrant Shares shall be registered for resale
pursuant to the Registration Rights Agreement. Concurrently with the issuance
and delivery of the Purchase Warrant to the Investor, the Company shall deliver
to the Investor a Purchase Warrant Opinion of Counsel (signed by the Company's
independent counsel).

             2.5    [Intentionally Left Blank].

Planet America (Final Amended and Restated) Inv. Agreement      16




<PAGE>   17


             2.6  Due Diligence Review. The Company shall make available
for inspection and review by the Investor (the "Due Diligence Review"),
advisors to and representatives of the Investor (who may or may not be
affiliated with the Investor and who are reasonably acceptable to the Company),
underwriter participating in any disposition of Common Stock on behalf of the
any Investor pursuant to the Registration Statement, any Supplemental
Registration Statement, or amendments or supplements thereto or any blue sky,
NASD or other filing, all financial and other records, all SEC Documents and
other filings with the SEC, and all other corporate documents and properties of
the Company as may be reasonably necessary for the purpose of such review,
and cause the Company's officers, directors and employees to supply all
such information reasonably requested by the Investor or any such
representative, advisor or underwriter in connection with such Registration
Statement (including, without limitation, in response to all questions and other
inquiries reasonably made or submitted by any of them), prior to and from time
to time after the filing and effectiveness of the Registration Statement
for the sole purpose of enabling the Investor and such representatives,
advisors and underwriters and their respective accountants and attorneys to
conduct initial and ongoing due diligence with respect to the Company and the
accuracy of the Registration Statement.

             2.6.1 Treatment of Nonpublic Information. The Company shall
not disclose nonpublic information to the Investor or to its advisors or
representatives unless prior to disclosure of such information the Company
identifies such information as being nonpublic information and provides the
Investor and such advisors and representatives with the opportunity to accept
or refuse to accept such nonpublic information for review. The Company may, as
as a condition to disclosing any nonpublic  information  hereunder,
require the Investor and its advisors and representatives to enter into
a confidentiality  agreement (including an agreement with such advisors
and representatives prohibiting them from trading in Common Stock during such
period of time as they are in possession of nonpublic information) in form
reasonably satisfactory to the Company and the Investor.

             Nothing herein shall require the Company to disclose nonpublic
information to the Investor or its advisors or representatives, and the
Company represents that it does not disseminate nonpublic information to any
investors who purchase stock in the Company in a public offering, to money
managers or to securities analysts, provided, however, that notwithstanding
anything herein to the contrary, the Company will, as hereinabove provided,
immediately notify the advisors and representatives of the Investor and, if
any, underwriters, of any event or the existence of any circumstance (without
any obligation to disclose the specific event or circumstance) of which it
becomes aware, constituting nonpublic information (whether or not requested of
the Company specifically or generally during the course of due diligence by and
such persons or entities), which, if not disclosed in the Prospectus included
in the Registration Statement, would cause such Prospectus to include a
material misstatement or to omit a material fact required to be stated therein
in order to make the statements therein, in light of the circumstances in which
they were made, not misleading. Nothing contained in this Section 2.6 shall be
construed to mean that such persons or entities other than the Investor
(without the written consent of the Investor prior to disclosure of such
information) may not obtain nonpublic information in the course of conducting
due diligence in accordance with the terms of this Agreement; provided,
however, that in no event shall the Investor's advisors or representatives
disclose to the Investor the nature of the specific event or circumstances
constituting any nonpublic information discovered by such advisors or
representatives in the course of their due diligence without the written
consent of the Investor prior to disclosure of such information.

       2.6.2 Disclosure of Misstatements and Omissions.  The
Investor's advisors or representatives shall make complete disclosure to the
Investor's counsel of all events or circumstances constituting nonpublic
information discovered by such advisors or representatives in the course of
their due diligence upon which such advisors or representatives form the
opinion



Planet America (Final Amended and Restated) Inv. Agreement       17




<PAGE>   18




that the Registration Statement contains an untrue statement of a material
fact or omits a material fact required to be stated in the Registration
Statement or necessary to make the statements contained therein, in the light
of the circumstances in which they were made, not misleading. Upon receipt of
such disclosure, the Investor's counsel shall consult with the Company's
independent counsel in order to address the concern raised as to the
existence of a material misstatement or omission and to discuss appropriate
disclosure with respect thereto; provided, however, that such consultation
shall not constitute the advice of the Company's independent counsel to the
Investor as to the accuracy of the Registration Statement and related
Prospectus.

             2.6.3 Procedure if Material Facts are Reasonably Believed to be
Untrue or are Omitted. In the event after such consultation the Investor
or the Investor's counsel reasonably believes that the Registration
Statement contains an untrue statement or a material fact or omits a
material fact required to be stated in the Registration Statement or
necessary to make the statements contained therein, in light of the
circumstances in which they were made, not misleading,

                           (a)   the Company shall file with the SEC an
amendment to the Registration Statement responsive to such alleged untrue
statement or omission and provide the Investor, as promptly as practicable,
with copies of the Registration Statement and related Prospectus, as so
amended, or

                           (b)   if the Company  disputes the existence
of any such material misstatement or omission, (i) the Company's independent
counsel shall provide the Investor's counsel with a Registration Opinion and
(ii) in the event the dispute relates to the adequacy of financial
disclosure and the Investor shall reasonably request, the Company's
independent auditors shall provide to the Company a letter ("Agreed Upon
Procedures Report") outlining the performance of such "agreed upon
procedures" as shall be reasonably requested by the Investor and the Company
shall provide the Investor with a copy of such letter.

             2.7  Commitment Payments. In partial consideration hereof,
following the execution of the Letter of Agreement dated on or about May 24,
1999 between the Company and the Investor, the Company issued and delivered
to Subscriber or its designated assignees, warrants (the "Commitment
Warrants") in the form attached hereto as Exhibit U, or such other form as
agreed upon by the parties, to purchase 490,000 shares of Common Stock. The
Commitment Warrants shall be exercisable at a price (the "Commitment
Warrant Exercise Price") which shall initially equal the weighted average
price for the five (5) trading days immediately preceding May 24, 1999
("Initial Exercise Price"), and shall have reset provisions. Each
Commitment Warrant shall be immediately exercisable at the Commitment
Warrant Exercise Price, and shall have a term beginning on the date of issuance
and ending on date that is five (5) years thereafter. The Warrant Shares
shall be registered for resale pursuant to the Registration Rights
Agreement. Concurrently with the issuance and delivery of the Commitment
Warrant to the Subscriber, the Company shall deliver to the Subscriber a
Commitment Warrant Opinion of Counsel (signed by the Company's independent
counsel).

      On the last Business Day of each Twelve (12) Calendar Month period
following the date of this Agreement (each such period a "Commitment
Evaluation Period"), if the Company has not Put at least $2,000,000 in
aggregate Put Dollar Amount during that Commitment Evaluation Period, the
Company, in consideration of Investor's commitment costs, including, but not
limited to, due diligence expenses, shall pay to the Investor an amount (the
"Annual Non-Usage Fee ") equal to the difference of (i) $200,000, minus (ii)
10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during
that Commitment Evaluation Period. In the event that the Company delivers
a Termination Notice to the Investor or an Automatic Termination occurs, the
Company shall pay to the Investor (the "Termination Fee") the greater of (i)
the Annual Non-Usage Fee for the applicable Commitment Evaluation Period, or
(ii) the difference of (x)



Planet America (Final Amended and Restated) Inv. Agreement       18

<PAGE>   19

$200,000, minus (y) 10% of the aggregate Put Dollar Amount of the Put Shares put
to Investor during all Puts to date, and the Company shall not be required to
pay the Annual Non-Usage Fee thereafter.

       Each Annual Non-Usage Fee or Termination Fee is payable within five (5)
business days of the date it accrued, in cash or in registered, unlegended,
freely tradable Common Stock of the Company. Where such payment is made in
shares of Common Stock, each share of Common Stock shall be valued at the lesser
of (i) the weighted average price of the Common Stock for the five (5) Business
Days preceding the date that such Annual Non-Usage Fee is due, or (ii) the
weighted average price of the Common Stock for the five (5) Business Days
preceding the date that such shares are delivered to Investor. The Company shall
not be required to deliver any payments to Investor under this subsection until
Investor has paid all Put Dollar Amounts that are then due.

       3.     Representations, Warranties and Covenants of Investor. Investor
hereby represents and warrants to and agrees with the Company as follows:

              3.1 Accredited Investor. Investor is an accredited investor
("Accredited Investor"), as defined in Rule 501 of Regulation D, and has checked
the applicable box set forth in Section 10 of this Agreement.

              3.2 Investment Experience; Access to Information; Independent
Investigation.

                     3.2.1 Access to Information. Investor or Investor's
professional advisor has been granted the opportunity to ask questions of and
receive answers from representatives of the Company, its officers, directors,
employees and agents concerning the terms and conditions of this Offering, the
Company and its business and prospects, and to obtain any additional information
which Investor or Investor's professional advisor deems necessary to verify the
accuracy and completeness of the information received.

                     3.2.2 Reliance on Own Advisors. Investor has relied
completely on the advice of, or has consulted with, Investor's own personal tax,
investment, legal or other advisors and has not relied on the Company or any of
its affiliates, officers, directors, attorneys, accountants or any affiliates of
any thereof and each other person, if any, who controls any of the foregoing,
within the meaning of Section 15 of the Act for any tax or legal advice (other
than reliance on information in the Disclosure Documents as defined in Section
3.2.4 below and on the Opinion of Counsel). The foregoing, however, does not
limit or modify Investor's right to rely upon covenants, representations and
warranties of the Company in this Agreement.

                     3.2.3 Capability to Evaluate. Investor has such knowledge
and experience in financial and business matters so as to enable such Investor
to utilize the information made available to it in connection with the Offering
in order to evaluate the merits and risks of the prospective investment, which
are substantial, including without limitation those set forth in the Disclosure
Documents (as defined in Section 3.2.4 below).

                     3.2.4 Disclosure Documents. Investor, in making Investor's
investment decision to subscribe for the Investment Agreement hereunder,
represents that (a) Investor has received and had an opportunity to review (i)
the Risk Factors, attached as Exhibit J, (the "Risk Factors") (ii) the
Capitalization Schedule, attached as Exhibit K, (the "Capitalization Schedule")
and (iii) the Use of Proceeds Schedule, attached as Exhibit L, (the "Use of
Proceeds Schedule"); (b) Investor has read, reviewed, and relied solely on the
documents described in (a) above, the Company's representations and warranties
and other information in this Agreement, including the exhibits, documents
prepared by the Company which have been specifically provided to Investor in
connection with this Offering (the documents described in this Section 3.2.4 (a)
and


Planet America (Final Amended and Restated) Inv. Agreement      19
<PAGE>   20

(b) are collectively referred to as the "Disclosure Documents"), and an
independent investigation made by Investor and Investor's representatives, if
any; (c) Investor has, prior to the date of this Agreement, been given an
opportunity to review material contracts and documents of the Company which have
been filed as exhibits to the Company's filings under the Act and the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and has had an opportunity
to ask questions of and receive answers from the Company's officers and
directors; and (d) is not relying on any oral representation of the Company or
any other person, nor any written representation or assurance from the Company
other than those contained in the Disclosure Documents or incorporated herein or
therein. The foregoing, however, does not limit or modify Investor's right to
rely upon covenants, representations and warranties of the Company in Sections 5
and 6 of this Agreement. Investor acknowledges and agrees that the Company has
no responsibility for, does not ratify, and is under no responsibility
whatsoever to comment upon or correct any reports, analyses or other comments
made about the Company by any third parties, including, but not limited to,
analysts' research reports or comments (collectively, "Third Party Reports"),
and Investor has not relied upon any Third Party Reports in making the decision
to invest.

                     3.2.5 Investment Experience; Fend for Self. Investor has
substantial experience in investing in securities and it has made investments
in securities other than those of the Company. Investor acknowledges that
Investor is able to fend for Investor's self in the transaction contemplated by
this Agreement, that Investor has the ability to bear the economic risk of
Investor's investment pursuant to this Agreement and that Investor is an
"Accredited Investor" by virtue of the fact that Investor meets the investor
qualification standards set forth in Section 3.1 above. Investor has not been
organized for the purpose of investing in securities of the Company, although
such investment is consistent with Investor's purposes.

              3.3 Exempt Offering Under Regulation D.

                     3.3.1 [Intentionally Left Blank].

                     3.3.2 No General Solicitation. The Investment Agreement was
not offered to Investor through, and Investor is not aware of, any form of
general solicitation or general advertising, including, without limitation, (i)
any advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television or radio, and
(ii) any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising.

                     3.3.3 Restricted Securities. Investor understands that the
Investment Agreement is, the Common Stock and Warrants issued at each Put
Closing will be, and the Warrant Shares will be, characterized as "restricted
securities" under the federal securities laws inasmuch as they are being
acquired from the Company in a transaction exempt from the registration
requirements of the federal securities laws and that under such laws and
applicable regulations such securities may not be transferred or resold without
registration under the Act or pursuant to an exemption therefrom. In this
connection, Investor represents that Investor is familiar with Rule 144 under
the Act, as presently in effect, and understands the resale limitations imposed
thereby and by the Act.

                     3.3.4 Disposition. Without in any way limiting the
representations set forth above, Investor agrees that until the Securities are
sold pursuant to an effective Registration Statement or an exemption from
registration, they will remain in the name of Investor and will not be
transferred to or assigned to any dealer or depositary, provided that the
Investor may direct the Company to deliver any shares that the Investor is
entitled to receive into street name at a brokerage account specified by the
Investor. Investor further agrees not to sell, transfer, assign, or pledge: the
Securities (except for any bona fide pledge arrangement to the extent that such


Planet America (Final Amended and Restated) Inv. Agreement     20
<PAGE>   21

pledge does not require registration under the Act or unless an exemption from
such registration is available and provided further that if such pledge is
realized upon, any transfer to the pledgee shall comply with the requirements
set forth herein), or to otherwise dispose of all or any portion of the
Securities unless and until:

                            (a)    There is then in effect a registration
statement under the Act and any applicable state securities laws covering such
proposed disposition and such disposition is made in accordance with such
registration statement and in compliance with applicable prospectus delivery
requirements; or

                            (b)    (i) Investor shall have notified the Company
of the proposed disposition and shall have furnished the Company with a
statement of the circumstances surrounding the proposed disposition to the
extent relevant for determination of the availability of an exemption from
registration, and (ii) if reasonably requested by the Company, Investor shall
have furnished the Company with an opinion of counsel, reasonably satisfactory
to the Company, that such disposition will not require registration of the
Securities under the Act or state securities laws. It is agreed that the Company
will not require the Investor to provide opinions of counsel for transactions
made pursuant to Rule 144 provided that Investor and Investor's broker, if
necessary, provide the Company with the necessary representations for counsel to
the Company to issue an opinion with respect to such transaction.

              The Investor is entering into this Agreement for its own account
and the Investor has no present arrangement (whether or not legally binding) at
any time to sell the Common Stock to or through any person or entity; provided,
however, that by making the representations herein, the Investor does not agree
to hold the Common Stock for any minimum or other specific term and reserves the
right to dispose of the Common Stock at any time in accordance with federal and
state securities laws applicable to such disposition.

              3.4 Due Authorization.

                     3.4.1 Authority. The person executing this Investment
Agreement if executing this Agreement in a representative or fiduciary capacity,
has full power and authority to execute and deliver this Agreement and each
other document included herein for which a signature is required in such
capacity and on behalf of the subscribing individual, partnership, trust,
estate, corporation or other entity for whom or which Investor is executing this
Agreement. Investor has reached the age of majority (if an individual) according
to the laws of the state in which he or she resides.

                     3.4.2 Due Authorization. If Investor is a corporation,
Investor is duly and validly organized, validly existing and in good tax and
corporate standing as a corporation under the laws of the jurisdiction of its
incorporation with full power and authority to purchase the Securities to be
purchased by Investor and to execute and deliver this Agreement.

                     3.4.3 Partnerships. If Investor is a partnership, the
representations, warranties, agreements and understandings set forth above are
true with respect to all partners of Investor (and if any such partner is itself
a partnership, all persons holding an interest in such partnership, directly or
indirectly, including through one or more partnerships), and the person
executing this Agreement has made due inquiry to determine the truthfulness of
the representations and warranties made hereby.

                     3.4.4 Representatives. If Investor is purchasing in a
representative or fiduciary capacity, the representations and warranties shall
be deemed to have been made on behalf of the person or persons for whom Investor
is so purchasing.


Planet America (Final Amended and Restated) Inv. Agreement      21
<PAGE>   22
       4.     Acknowledgments Investor is aware that:

              4.1 Risks of Investment. Investor recognizes that an investment in
the Company involves substantial risks, including the potential loss of
Investor's entire investment herein. Investor recognizes that the Disclosure
Documents, this Agreement and the exhibits hereto do not purport to contain all
the information, which would be contained in a registration statement under the
Act;

              4.2 No Government Approval. No federal or state agency has passed
upon the Securities, recommended or endorsed the Offering, or made any finding
or determination as to the fairness of this transaction;

              4.3 No Registration, Restrictions on Transfer. As of the date of
this Agreement, the Securities and any component thereof have not been
registered under the Act or any applicable state securities laws by reason of
exemptions from the registration requirements of the Act and such laws, and may
not be sold, pledged (except for any limited pledge in connection with a margin
account of Investor to the extent that such pledge does not require registration
under the Act or unless an exemption from such registration is available and
provided further that if such pledge is realized upon, any transfer to the
pledgee shall comply with the requirements set forth herein), assigned or
otherwise disposed of in the absence of an effective registration of the
Securities and any component thereof under the Act or unless an exemption from
such registration is available;

              4.4 Restrictions on Transfer. Investor may not attempt to sell,
transfer, assign, pledge or otherwise dispose of all or any portion of the
Securities or any component thereof in the absence of either an effective
registration statement or an exemption from the registration requirements of the
Act and applicable state securities laws;

              4.5 No Assurances of Registration. There can be no assurance that
any registration statement will become effective at the scheduled time, or ever,
or remain effective when required, and Investor acknowledges that it may be
required to bear the economic risk of Investor's investment for an indefinite
period of time;

              4.6 Exempt Transaction. Investor understands that the Securities
are being offered and sold in reliance on specific exemptions from the
registration requirements of federal and state law and that the representations,
warranties, agreements, acknowledgments and understandings set forth herein are
being relied upon by the Company in determining the applicability of such
exemptions and the suitability of Investor to acquire such Securities.

              4.7 Legends. The certificates representing the Put Shares shall
not bear a Restrictive Legend. The certificates representing the Warrant Shares
shall not bear a Restrictive Legend unless they are issued at a time when the
Registration Statement is not effective for resale. It is understood that the
certificates evidencing any Warrant Shares issued at a time when the
Registration Statement is not effective for resale, subject to legend removal
under the terms of Section 6.9 below, shall bear the following legend (the
"Legend"):

       "The securities represented hereby have not been registered under the
       Securities Act of 1933, as amended, or applicable state securities laws,
       nor the securities laws of any other jurisdiction. They may not be sold
       or transferred in the absence of an effective statement under those
       securities laws or pursuant to an exemption therefrom."

       5.     Representations and Warranties of the Company. The Company hereby
makes the following representations and warranties to Investor (which shall be
true at the signing of this

Planet America (Final Amended and Restated) Inv. Agreement       22


<PAGE>   23

Agreement, and as of any such later date as contemplated hereunder) and agrees
with Investor that, except as set forth in the Schedule of Exceptions attached
hereto as Exhibit C:

              5.1 Organization, Good Standing, and Qualification. The Company is
a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware, USA and has all requisite corporate power and
authority to carry on its business as now conducted and as proposed to be
conducted. The Company is duly qualified to transact business and is in good
standing in each jurisdiction in which the failure to so qualify would have a
material adverse effect on the business or properties of the Company and its
subsidiaries taken as a whole. The Company is not the subject of any pending,
threatened or, to its knowledge, contemplated investigation or administrative or
legal proceeding (a "Proceeding") by the Internal Revenue Service, the taxing
authorities of any state or local jurisdiction, or the Securities and Exchange
Commission, The National Association of Securities Dealer, Inc., The Nasdaq
Stock Market, Inc. or any state securities commission, or any other governmental
entity, which have not been disclosed in the Disclosure Documents. None of the
disclosed Proceedings, if any, will have a material adverse effect upon the
Company or the market for the Common Stock. The Company has the following
subsidiaries:

              5.2 Corporate Condition. The Company's condition is, in all
material respects, as described in the Disclosure Documents (as further set
forth in any subsequently filed Disclosure Documents, if applicable), except
for changes in the ordinary course of business and normal year-end adjustments
that are not, in the aggregate, materially adverse to the Company. Except for
continuing losses, there have been no material adverse changes to the Company's
business, financial condition, or prospects since the dates of such Disclosure
Documents. The financial statements as contained in the Company's Form 10 and
other SEC filings will be prepared in accordance with generally accepted
accounting principles, consistently applied (except as otherwise permitted by
Regulation S-X of the Exchange Act), subject, in the case of unaudited interim
financial statements, to customary year end adjustments and the absence of
certain footnotes, and fairly present the financial condition of the Company as
of the dates of the balance sheets included therein and the consolidated results
of its operations and cash flows for the periods then ended,. Without limiting
the foregoing, there are no material liabilities, contingent or actual, that are
not disclosed in the Disclosure Documents (other than liabilities incurred by
the Company in the ordinary course of its business, consistent with its past
practice, after the period covered by the Disclosure Documents). The Company has
paid all material taxes that are due, except for taxes that it reasonably
disputes. There is no material claim, litigation, or administrative proceeding
pending or, to the best of the Company's knowledge, threatened against the
Company, except as disclosed in the Disclosure Documents. This Agreement and the
Disclosure Documents do not contain any untrue statement of a material fact and
do not omit to state any material fact required to be stated therein or herein
necessary to make the statements contained therein or herein not misleading in
the light of the circumstances under which they were made. No event or
circumstance exists relating to the Company which, under applicable law,
requires public disclosure but which has not been so publicly announced or
disclosed.

              5.3 Authorization. All corporate action on the part of the Company
by its officers, directors and stockholders necessary for the authorization,
execution and delivery of this Agreement, the performance of all obligations of
the Company hereunder and the authorization, issuance and delivery of the Common
Stock being sold hereunder and the issuance (and/or the reservation for
issuance) of the Warrants and the Warrant Shares have been taken, and this
Agreement and the Registration Rights Agreement constitute valid and legally
binding obligations of the Company, enforceable in accordance with their terms,
except insofar as the enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, or other similar laws affecting creditors' rights
generally or by principles governing the availability of equitable remedies. The
Company has obtained all consents and approvals required for it to execute,
deliver and perform each agreement referenced in the previous sentence.



Planet America (Final Amended and Restated) Inv. Agreement       23

<PAGE>   24

              5.4 Valid Issuance of Common Stock. The Common Stock and the
Warrants, when issued, sold and delivered in accordance with the terms hereof,
for the consideration expressed herein, will be validly issued, fully paid and
nonassessable and, based in part upon the represenations of Investor in this
Agreement, will be issued in compliance with all applicable U.S. federal and
state securities laws. The Warrant Shares, when issued in accordance with the
terms of the Warrants, shall be duly and validly issued and outstanding, fully
paid and nonassessable, and based in part on the representations and warranties
of Investor, will be issued in compliance with all applicable U.S. federal and
state securities laws. The Put Shares, the Warrants and the Warrant Shares will
be issued free of any preemptive rights.

              5.5 Compliance with Other Instruments. The Company is not in
violation or default of any provisions of its Certificate of Incorporation or
Bylaws, each as amended and in effect on and as of the date of the Agreement,
or of any material provision of any material instrument or material contract
to which it is a party or by which it is bound or of any provision of any
federal or state judgment, writ, decree, order, statute, rule or governmental
regulation applicable to the Company, which would have a material adverse effect
on the Company's business or prospects, or on the performance of its obligations
under this Agreement or the Registration Rights Agreement. The execution,
delivery and performance of this Agreement and the other agreements entered into
in conjunction with the Offering and the consummation of the transactions
contemplated hereby and thereby will not (a) result in any such violation or be
in conflict with or constitute, with or without the passage of time and giving
of notice, either a default under any such provision, instrument or contract or
an event which results in the creation of any lien, charge or encumbrance upon
any assets of the Company, which would have a material adverse effect on the
Company's business or prospects, or on the performance of its obligations
under this Agreement, the Registration Rights Agreement, (b) violate the
Company's Certificate of Incorporation or By-Laws or (c) violate any statute,
rule or governmental regulation applicable to the Company which violation
would have a material adverse effect on the Company's business or prospects.

              5.6 Reporting Company. The Company will use its best efforts to
become subject to the reporting requirements of the Exchange Act, and to have a
class of securities registered under Section 12 of the Exchange Act not later
than six (6) months from the date hereof, and shall file all reports required by
the Exchange Act following the date the Company first becomes subject to such
reporting obligations. The Company undertakes to furnish Investor with copies of
such reports as may be reasonably requested by Investor prior to consummation of
this Offering and thereafter, to make such reports available, for the full term
of this Agreement, including any extensions thereof, and for as long as
Investor holds the Securities. The Common Stock is duly listed on the O.T.C.
Bulletin Board. The Company is not in violation of the listing requirements of
the O.T.C. Bulletin Board and does not reasonably anticipate that the Common
Stock will be delisted by the O.T.C. Bulletin Board for the foreseeable future.
The Company has filed all reports required under the Exchange Act. The Company
has not furnished to the Investor any material nonpublic information concerning
the Company.

              5.7 Capitalization. The capitalization of the Company as of
June  , 1999, is, and the capitalization as of the Closing, subject to exercise
of any outstanding warrants and/or exercise of any outstanding stock options,
after taking into account the offering of the Securities contemplated by this
Agreement and all other share issuances occurring prior to this Offering, will
be, as set forth in the Capitalization Schedule as set forth in Exhibit K.
There are no securities or instruments containing anti-dilution or similar
provisions that will be triggered by the issuance of the Securities. Except as
disclosed in the Capitalization Schedule, as of the date of this Agreement, (i)
there are no outstanding options, warrants, scrip, rights to subscribe for,
calls or commitments of any character whatsoever relating to, or securities or
rights convertible into or exercisable or exchangeable for, any shares of
capital stock of the Company or any of its

Planet America (Final Amended and Restated) Inv. Agreement       24






<PAGE>   25
subsidiaries, or arrangements by which the Company or any of its subsidiaries is
or may become bound to issue additional shares of capital stock of the Company
or any of its subsidiaries, and (ii) there are no agreements or arrangements
under which the Company or any of its subsidiaries is obligated to register the
sale of any of its or their securities under the Act (except the Registration
Rights Agreement).

             5.8 Intellectual Property. The Company has valid, unrestricted and
exclusive ownership of or rights to use the patents, trademarks, trademark
registrations, trade names, copyrights, know-how, technology and other
intellectual property necessary to the conduct of its business. Exhibit M lists
all patents, trademarks, trademark registrations, trade names and copyrights of
the Company. The Company has granted such licenses or has assigned or otherwise
transferred a portion of (or all of) such valid, unrestricted and exclusive
patents, trademarks, trademark registrations, trade names, copyrights, know-how,
technology and other intellectual property necessary to the conduct of its
business as set forth in Exhibit M. The Company has been granted licenses,
know-how, technology and/or other intellectual property necessary to the conduct
of its business as set forth in Exhibit M. To the best of the Company's
knowledge after due inquiry, the Company is not infringing on the intellectual
property rights of any third party, nor is any third party infringing on the
Company's intellectual property rights. There are no restrictions in any
agreements, licenses, franchises, or other instruments that preclude the Company
from engaging in its business as presently conducted.

             5.9 Use of Proceeds. As of the date hereof, the Company expects to
use the proceeds from this Offering (less fees and expenses) for the purposes
and in the approximate amounts set forth on the Use of Proceeds Schedule set
forth as Exhibit L hereto. These purposes and amounts are estimates and are
subject to change without notice to any Investor.

             5.10 No Rights of Participation. No person or entity, including,
but not limited to, current or former stockholders of the Company, underwriters,
brokers, agents or other third parties, has any right of first refusal,
preemptive right, right of participation, or any similar right to participate in
the financing contemplated by this Agreement which has not been waived.

             5.11 Company Acknowledgment. The Company hereby acknowledges that
Investor may elect to hold the Securities for various periods of time, as
permitted by the terms of this Agreement, the Warrants, and other agreements
contemplated hereby, and the Company further acknowledges that Investor has made
no representations or warranties, either written or oral, as to how long the
Securities will be held by Investor or regarding Investor's trading history or
investment strategies.

             5.12 No Advance Regulatory Approval. The Company acknowledges that
this Investment Agreement, the transaction contemplated hereby and the
Registration Statement contemplated hereby have not been approved by the SEC, or
any other regulatory body and there is no guarantee that this Investment
Agreement, the transaction contemplated hereby and the Registration Statement
contemplated hereby will ever be approved by the SEC or any other regulatory
body. The Company is relying on its own analysis and is not relying on any
representation by Investor that either this Investment Agreement, the
transaction contemplated hereby or the Registration Statement contemplated
hereby has been or will be approved by the SEC or other appropriate regulatory
body.

             5.13 Underwriter's Fees and Rights of First Refusal. The Company is
not obligated to pay any compensation or other fees, costs or related
expenditures in cash or securities to any underwriter, broker, agent or other
representative other than the Investor in connection with this Offering.

Planet America (Final Amended And Restated) Inv. Agreement    25
<PAGE>   26


             5.14 Availability of Suitable Form for Registration. The Company is
currently eligible and agrees to maintain its eligibility to register the resale
of its Common Stock on a registration statement on a suitable form under the
Act.

             5.15 No Intergrated 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 of the Company's securities or
solicited any offers to buy any security under circumstances that would prevent
the parties hereto from consummating the transactions contemplated hereby
pursuant to an exemption from registration under Regulation D of the Act or
would require the issuance of any other securities to be integrated with this
Offering under the Rules of Nasdaq. The Company has not engaged in any form of
general solicitation or advertising in connection with the offering of the
Common Stock or the Warrants.

             5.16 [Intentionally Left Blank].

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

             5.18 Key Employees. Each "Key Employee" (as defined in Exhibit N)
is currently serving the Company in the capacity disclosed in Exhibit N. No Key
Employee, to the best knowledge of the Company and its subsidiaries, is, or is
now expected to be, in violation of any material term of any employment
contract, confidentiality, disclosure or proprietary information agreement,
non-competition agreement, or any other contract or agreement or any restrictive
covenant and the continued employment of each Key Employee does not subject the
Company or any of its subsidiaries to any liability with respect to any of the
foregoing matters. No Key Employee has, to the best knowledge of the Company and
its subsidiaries, any intention to terminate his employment with, or services
to, the Company or any of its subsidiaries.

             5.19 Representations Correct. The foregoing representations,
warranties and agreements are true, correct and complete in all material
respects, and shall survive any Put Closing and the issuance of the shares of
Common Stock thereby.

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

             5.21 Transactions With Affiliates. Except as set forth in the
Disclosure Documents, none of the officers, directors, or employees of the
Company is presently a party to any transaction with the Company (other than for
services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services


Planet America (Final Amended And Restated) Inv. Agreement     26

<PAGE>   27








to or by, providing for rental of real or personal property to or from, or
otherwise requiring payments to or from any officer, director or such employee
or, to the knowledge of the Company, any corporation, partnership, trust or
other entity in which any officer, director, or any such employee has a
substantial interest or is an officer, director, trustee or partner.

             5.22 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 or other
similar anti-takeover provision under Delaware law which is or could become
applicable to the Investor as a result of the transactions contemplated by this
Agreement, including, without limitation, the issuance of the Common Stock, any
exercise of the Warrants and ownership of the Common Shares and Warrant Shares.
The Company has not adopted and will not adopt any "poison pill" provision that
will be applicable to Investor as a result of transactions contemplated by this
Agreement.

             5.23 Other Agreements. The Company has not, directly or indirectly,
made any agreements with the Investor under a subscription in the form of this
Agreement for the purchase of Common Stock, relating to the terms or conditions
of the transactions contemplated hereby or thereby except as expressly set forth
herein, respectively, or in exhibits hereto or thereto.

             5.24 Major Transactions. There are no other Major Transactions
currently pending or contemplated by the Company.

             5.25 Financings. There are no other financings currently pending or
contemplated by the Company.

             5.26 Shareholder Authorization. The Company shall, at its next
annual shareholder meeting following its listing on either the Nasdaq Small Cap
Market or the Nasdaq National Market, or at a special meeting to be held as soon
as practicable thereafter, use its best efforts to obtain approval of its
shareholders to (i) authorize the issuance of the full number of shares of
Common Stock which would be issuable under this Agreement and eliminate any
prohibitions under applicable law or the rules or regulations of any stock
exchange, interdealer quotation system or other self-regulatory organization
with jurisdiction over the Company or any of its securities with respect to the
Company's ability to issue shares of Common Stock in excess of the Cap Amount
(such approvals being the "20% Approval") and (ii) the increase in the number of
authorized shares of Common Stock of the Company (the "Share Authorization
Increase Approval") such that at least 15,000,000 shares can be reserved for
this Offering. In connection with such shareholder vote, the Company shall use
its best efforts to cause all officers and directors of the Company to promptly
enter into irrevocable agreements to vote all of their shares in favor of
eliminating such prohibitions. As soon as practicable after the 20% Approval and
the Share Authorization Increase Approval, the Company agrees to use its best
efforts to reserve 15,000,000 shares of Common Stock for issuance under this
Agreement.

             5.27 Acknowledgment of Limitations on Put Amounts. The Company
understands and acknowledges that the amounts available under this Investment
Agreement are limited, among other things, based upon the liquidity of the
Company's Common Stock traded on its Principal Market.

      6.     Covenants of the Company

             6.1 Independent Auditors. The Company shall, until at least the
Termination Date, maintain as its independent auditors an accounting firm
authorized to practice before the SEC.



Planet America (Final Amended And Restated) Inv. Agreement     27
<PAGE>   28
              6.2 Corporate Existence and Taxes. The Company shall, until at
least the Termination Date, maintain its corporate existence in good standing
and, once it becomes a "Reporting Issuer" (defined as a Company which files
periodic reports under the Exchange Act), remain a Reporting Issuer (provided,
however, that the foregoing covenant shall not prevent the Company from entering
into any merger or corporate reorganization as long as the surviving entity in
such transaction, if not the Company, assumes the Company's obligations with
respect to the Common Stock and has Common Stock listed for trading on a stock
exchange or on Nasdaq and is a Reporting Issuer) and shall pay all its taxes
when due except for taxes which the Company disputes.

              6.3 Registration Rights. The Company will enter into a
registration rights agreement covering the resale of the Common Shares and the
Warrant Shares substantially in the form of the Registration Rights Agreement
attached as Exhibit A.

              6.4 [Intentionally Omitted].

              6.5 Asset Transfers. The Company shall not (i) transfer, sell,
convey or otherwise dispose of any of its material assets to any Subsidiary
except for a cash or cash equivalent consideration and for a proper business
purpose or (ii) transfer, sell, convey or otherwise dispose of any of its
material assets to any Affiliate, as defined below, during the Term of this
Agreement. For purposes hereof, "Affiliate" shall mean any officer of the
Company, director of the Company or owner of twenty percent (20%) or more of the
Common Stock or other securities of the Company.

              6.6 Rights of First Refusal.

                     6.6.1 Capital Raising Limitations. During the period from
the date of this Agreement until the date that is one year after the Termination
Date, the Company shall not issue or sell, or agree to issue or sell Equity
Securities (as defined below), for cash in private capital raising transactions
without obtaining the prior written approval of the Investor of the Offering
(the limitations referred to in this subsection 6.6.1 are collectively referred
to as the "Capital Raising Limitations"). For purposes hereof, the following
shall be collectively referred to herein as, the "Equity Securities": (i) Common
Stock or any other equity securities, (ii) any debt or equity securities which
are convertible into, exercisable or exchangeable for, or carry the right to
receive additional shares of Common Stock or other equity securities, or (iii)
any securities of the Company pursuant to an equity line structure or format
similar in nature to this Offering.

                     6.6.2 Investor's Right of First Refusal. For any private
capital raising transactions of Equity Securities which close after the date
hereof and on or prior to the date that is one (1) year after the Termination
Date of this Agreement, not including any warrants issued in conjunction with
this Investment Agreement, the Company agrees to deliver to Investor, at least
ten (10) days prior to the closing of such transaction, written notice
describing the proposed transaction, including the terms and conditions thereof,
and providing the Investor and its affiliates an option during the ten (10) day
period following delivery of such notice to purchase the securities being
offered in such transaction on the same terms as contemplated by such
transaction.

                     6.6.3 Exceptions to Rights of First Refusal.
Notwithstanding the above, the Rights of First Refusal shall not apply to any
transaction involving issuances of securities in connection with a merger,
consolidation, acquisition or sale of assets, or in connection with any
strategic partnership or joint venture (the primary purpose of which is not to
raise equity capital), or in connection with the disposition or acquisition of a
business, product or license by the Company or exercise of options by employees,
consultants or directors.

Planet America (Final Amended and Restated) Inv. Agreement   28
<PAGE>   29

              6.7 Financial 10-KSB Statements, Etc. and Current Reports on Form
8-K. Once the Company becomes a "reporting company" within the meaning of the
Exchange Act, the Company shall deliver to the Investor copies of its annual
reports on Form 10-KSB, and quarterly reports on Form l0-QSB and shall deliver
to the Investor current reports on Form 8-K within two (2) days of filing for
the Term of this Agreement.

              6.8 Opinion of Counsel. Investor shall, concurrent with the
purchase of the Common Stock and accompanying Warrants pursuant to this
Agreement, receive an opinion letter from the Company's legal counsel, in the
form attached as Exhibit B or in such form as agreed upon by the parties, as to
the Investment Commitment Closing and in the form attached as Exhibit I or in
such form as agreed upon by the parties, as to any Put Closing.

              6.9 Removal of Legend. If the certificates representing any
Securities are issued with a restrictive Legend in accordance with the terms of
this Agreement, the Legend shall be removed and the Company shall issue a
certificate without such Legend to the holder of any Security upon which it is
stamped, and a certificate for a security shall be originally issued without the
Legend, if (a) the sale of such Security is registered under the Act, or (b)
such holder provides the Company with an opinion of counsel, in form, substance
and scope customary for opinions of counsel in comparable transactions (the
reasonable cost of which shall be borne by the Investor), to the effect that a
public sale or transfer of such Security may be made without registration under
the Act, or (c) such holder provides the Company with reasonable assurances that
such Security can be sold pursuant to Rule 144. Each Investor agrees to sell all
Securities, including those represented by a certificate(s) from which the
Legend has been removed, or which wore originally issued without the Legend,
pursuant to an effective registration statement and to deliver a prospectus in
connection with such sale or in compliance with an exemption from the
registration requirements of the Act.

              6.10 Listing. Subject to the remainder of this Section 6.10, the
Company shall ensure that its shares of Common Stock (including all Warrant
Shares) are listed and available for trading on the O.T.C. Bulletin Board.
Thereafter, the Company shall (i) use its best efforts to continue the listing
and trading of its Common Stock on the O.T.C. Bulletin Board or to become
eligible for and listed and available for trading on the Nasdaq Small Cap
Market, the NMS, or the New York Stock Exchange ("NYSE"); and (ii) comply in
all material respects with the Company's reporting, filing and other
obligations under the By-Laws or rules of the National Association of
Securities Dealers ("NASD") and such exchanges, as applicable.

              6.11 The Company's Instructions to Transfer Agent. The Company
will instruct the Transfer Agent of the Common Stock, by delivering instructions
in the form of Exhibit T hereto, to issue certificates, registered in the name
of each Investor or its nominee, for the Put Shares and Warrant Shares in such
amounts as specified from time to time by the Company upon any exercise by the
Company of a Put and/or exercise of the Warrants by the holder thereof. Such
certificates shall not bear a Legend unless issuance with a Legend is permitted
by the terms of this Agreement and Legend removal is not permitted by Section
6.9 hereof and the Company shall cause the Transfer Agent to issue such
certificates without a Legend. Nothing in this Section shall affect in any way
Investor's obligations and agreement set forth in Sections 3.3.3 or 3.3.4 hereof
to resell the Securities pursuant to an effective registration statement and to
deliver a prospectus in connection with such sale or in compliance with an
exemption from the registration requirements of applicable securities laws. If
(a) an Investor provides the Company with an opinion of counsel, which opinion
of counsel shall be in form, substance and scope customary for opinions of
counsel in comparable transactions, to the effect that the Securities to be sold
or transferred may be sold or transferred pursuant to an exemption from
registration or (b) an Investor transfers Securities, pursuant to Rule 144, to
an affiliate which is an accredited investor, the Company shall permit the
transfer, and, in the case of Put Shares aid Warrant Shares, promptly instruct
its transfer agent to issue one or more certificates

Planet America (Final Amended and Restated) Inv. Agreement    29
<PAGE>   30

in such name and in such determination as specified by such Investor. The
Company acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to an Investor by vitiating the intent and purpose of the
transaction contemplated hereby. Accordingly, the Company acknowledges that the
remedy at law for a breach of its obligations under this Section 6.11 will be
inadequate and agrees, in the event of a breach or threatened breach by the
Company of the provisions of this Section 6.11, that an Investor shall be
entitled, in addition to all other available remedies, to an injunction
restraining any breach and requiring immediate issuance and transfer, without
the necessity of showing economic loss and without any bond or other security
being required.

              6.12 Stockholder 20% Approval. Prior to the closing of any Put
that would cause the Aggregate Issued Shares to exceed the Cap Amount, the
Company shall obtain approval of its stockholders to authorize (i) the issuance
of the full number of shares of Common Stock which would be issuable pursuant to
this Agreement but for the Cap Amount and eliminate any prohibitions under
applicable law or the rules or regulations of any stock exchange, interdealer
quotation system or other self-regulatory organization with jurisdiction over
the Company or any of its securities with respect to the Company's ability to
issue shares of Common Stock in excess of the Cap Amount (such approvals being
the "Stockholder 20% Approval").

              6.13 Press Release. The Company agrees that the Investor shall
have the right to review and comment upon any press release issued by the
Company in connection with the Offering which approval shall not be unreasonably
withheld by Investor.

              6.14 Change in Law or Policy. In the event of a change in law, or
policy of the SEC, as evidenced by a No-Action letter or other written
statements of the SEC or the NASD which causes the Investor to be unable to
perform its obligations hereunder, this Agreement shall be automatically
terminated and no further Commitment Fees shall be due.

       7. Investor Covenant/Miscellaneous.

              7.1 Representations and Warranties Survive the Closing;
Severability. Investor's and the Company's representations and warranties shall
survive the Investment Date and any Put Closing contemplated by this Agreement
notwithstanding any due diligence investigation made by or on behalf of the
party seeking to rely thereon. In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, or is altered by a term required by the Securities
Exchange Commission to be included in the Registration Statement, this Agreement
shall continue in full force and effect without said provision; provided that if
the removal of such provision materially changes the economic benefit of this
Agreement to the Investor, this Agreement shall terminate.

              7.2 Successors and Assigns. This Agreement shall not be assignable
without the Company's written consent, If assigned, the terms and conditions of
this Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties. Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement. Investor may assign Investor's rights hereunder, in
connection with any private sale of the Common Stock of such Investor, so long
as, as a condition precedent to such transfer, the transferee executes an
acknowledgment agreeing to be bound by the applicable provisions of this
Agreement in a form acceptable to the Company and provides an original copy of
such acknowledgement to the Company.

Planet America (Final Amended and Restated) Inv. Agreement    30




<PAGE>   31
      7.3 Execution in Counterparts Permitted. This Agreement may be executed in
any number of counterparts, each of which shall be enforceable against the
parties actually executing such counterparts, and all of which together shall
constitute one (1) instrument.

      7.4 Ties and Subtitles; Gender. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement. The use in this Agreement of a
masculine, feminine or neither pronoun shall be deemed to include a reference to
the others.

      7.5 Written Notices, Etc. Any notice, demand or request required or
permitted to be given by the Company or Investor pursuant to the terms of this
Agreement shall be in writing and shall be deemed given when delivered
personally, or by facsimile or upon receipt if by overnight or two (2) day
courier, addressed to the parties at the addresses and/or facsimile telephone
number of the parties set forth at the end of this Agreement or such other
address as a party may request by notifying the other in writing; provided,
however, that in order for any notice to be effective as to the Investor such
notice shall be delivered and sent, as specified herein, to all the addresses
and facsimile telephone numbers of the Investor set forth at the end of this
Agreement or such other address and/or facsimile telephone number as Investor
may request in writing.

      7.6 Expenses. Except as set forth in the Registration Rights Agreement,
each of the Company and Investor shall pay all costs and expenses that it
respectively incurs, with respect to the negotiation, execution, delivery and
performance of this Agreement.

      7.7 Entire Agreement; Written Amendments Required. This Agreement,
including the Exhibits attached hereto, the Common Stock certificates, the
Warrants, the Registration Rights Agreement, and the other documents delivered
pursuant hereto constitute the full and entire understanding and agreement
between the parties with regard to the subjects hereof and thereof, and no
party shall be liable or bound to any other party in any manner by any
warranties, representations or covenants, whether oral, written, or otherwise
except as specifically set forth herein or therein. Except as expressly
provided herein, neither this Agreement nor any term hereof may be amended,
waived, discharged or terminated other than by a written instrument signed by
the party against whom enforcement of any such amendment, waiver, discharge or
termination is sought.

      7.8 Actions at Law or Equity; Jurisdiction and Venue. The parties
acknowledge that any and all actions, whether at law or at equity, and whether
or not said actions are based upon this Agreement between the parties hereto,
shall be filed in any state or federal court sitting in Atlanta, Georgia.
Delaware law shall govern both the proceeding as well as the interpretation and
construction of the Transaction Documents and the transaction as a whole. In any
litigation between the parties hereto, the prevailing party, as found by the
court, shall be entitled to an award of all attorney's fees and costs of court.
Should the court refuse to find a prevailing party, each party shall bear its
own legal fees and costs.

   8. Subscription and Wiring Instructions; Irrevocability.

      8.1 Subscription

      (a)   Wire transfer of Subscription Funds. Investor shall deliver Put
            Dollar Amounts (as payment towards any Put Share Price) by wire
            transfer, to the Company pursuant to a wire instruction letter to be
            provided by the Company, and signed by the Company.




Planet America (Final Amended and Restated) Inv. Agreement   31


<PAGE>   32



      (b)   Irrevocable Subscription. Investor hereby acknowledges and agrees,
            subject to the provisions of any applicable laws providing for the
            refund of subscription amounts submitted by Investor, that this
            Agreement is irrevocable and that Investor is not entitled to
            cancel, terminate or revoke this Agreement or any other agreements
            executed by such Investor and delivered pursuant hereto, and that
            this Agreement and such other agreements shall survive the death or
            disability of such Investor and shall be binding upon and inure to
            the benefit of the parties and their heirs, executors,
            administrators, successors, legal representatives and assigns. If
            the Securities subscribed for are to be owned by more than one
            person, the obligations of all such owners under this Agreement
            shall be joint and several, and the agreements, representations,
            warranties and acknowledgments herein contained shall be deemed to
            be made by and be binding upon each such person and his heirs,
            executors, administrators, successors, legal representatives and
            assigns.

      8.2   Acceptance of Subscription. Ownership of the number of securities
purchased hereby will pass to Investor upon the Warrant Closing or any Put
Closing.

   9. Indemnification.

   In consideration of the Investor's execution and delivery of the Investment
Agreement, the Registration Rights Agreement and the Warrants (the "Transaction
Documents") and acquiring the Securities thereunder and in addition to all of
the Company's other obligations under the Transaction Documents, the Company
shall defend, protect, indemnify and hold harmless Investor and all of its
stockholders, officers, directors, employees and direct or indirect investors
and any of the foregoing person's agents, members, partners or other
representatives (including, without limitation, those retained in connection
with the transactions contemplated by this Agreement) (collectively, the
"Indemnitees") from and against any and all actions, causes of action, suits,
claims, losses, costs, penalties, fees, liabilities and damages, and expenses in
connection therewith (irrespective of whether any such Indemnitee is a party to
the action for which indemnification hereunder is sought), and including
reasonable attorney's fees and disbursements (the "Indemnified Liabilities"),
incurred by any Indemnitee as a result of, or arising out of, or relating to (a)
any misrepresentation or breach of any representation or warranty made by the
Company in the Transaction Documents or any other certificate, instrument or
documents contemplated hereby or thereby, (b) any breach of any covenant,
agreement or obligation of the Company contained in the Transaction Documents or
any other certificate, instrument or document contemplated hereby or thereby, or
(c) any cause of action, suit or claim, derivative or otherwise, by any
stockholder of the Company based on a breach or alleged breach by the Company or
any of its officers or directors of their fiduciary or other obligations to the
stockholders of the Company.

   To the extent that the foregoing undertaking by the Company may be
unenforceable for any reason, the Company shall make the maximum contribution to
the payment and satisfaction of each of the Indemnified Liabilities which it
would be required to make if such foregoing undertaking was enforceable which is
permissible under applicable law.

   Promptly after receipt by an Indemnified Party of notice of the
commencement of any action pursuant to which indemnification may be sought, such
Indemnified Party will, if a claim in respect thereof is to be made against the
other party (hereinafter "Indemnitor") under this Section 9, deliver to the
Indemnitor a written notice of the commencement thereof and the Indemnitor shall
have the right to participate in and to assume the defense thereof with counsel
reasonably selected by the Indemnitor, provided, however, that an Indemnified
Party shall have




Planet America (Final Amended and Restated) Inv. Agreement     32


<PAGE>   33




the right to retain its own counsel, with the reasonably incurred fees and
expenses of such counsel to be paid by the Indemnitor, if representation of such
Indemnified Party by the counsel retained by the Indemnitor would be
inappropriate due to actual or potential conflicts of interest between such
Indemnified Party and any other party represented by such counsel in such
proceeding. The failure to deliver written notice to the Indemnitor within a
reasonable time of the commencement of any such action, if prejudicial to the
Indemnitor's ability to defend such action, shall relieve the Indemnitor of any
liability to the Indemnified Party under this Section 9, but the omission to so
deliver written notice to the Indemnitor will not relieve it of any liability
that it may have to any Indemnified Party other than under this Section 9 to the
extent it is prejudicial.




                           [INTENTIONALLY LEFT BLANK]





Planet America (Final Amended and Restated) Inv. Agreement    33
<PAGE>   34
             10.    Accredited Investor. Investor is an "accredited investor"
                    because (check all applicable boxes):

             (a)    [ ]    it is an organization described in Section 50l(c)(3)
                           of the Internal Revenue Code, or a corporation,
                           limited duration company, limited liability company,
                           business trust, or partnership not formed for the
                           specific purpose of acquiring the securities
                           offered, with total assets in excess of $5,000,000.

             (b)    [ ]    any trust, with total assets in excess of
                           $5,000,000, not formed for the specific purpose of
                           acquiring the securities offered, whose purchase is
                           directed by a sophisticated person who has such
                           knowledge and experience in financial and business
                           matters that he is capable of evaluating the merits
                           and risks of the prospective investment.

             (c)    [ ]    a natural person, who


                    [ ]    is a director, executive officer or general partner
                           of the issuer of the securities being offered or
                           sold or a director, executive officer or general
                           partner of a general partner of that issuer.

                    [ ]    has an individual net worth, or joint net worth with
                           that person's spouse, at the time of his purchase
                           exceeding $1,000,000.

                    [ ]    had an individual income in excess of $200,000 in
                           each of the two most recent years or joint income
                           with that person's spouse in excess of $300,000 in
                           each of those years and has a reasonable expectation
                           of reaching the same income level in the current
                           year.

             (d)    [ ]    an entity each equity owner of which is a entity
                           described in a - b above or is an individual who
                           could check one (1) of the last three (3) boxes
                           under subparagraph (c) above.

             (e)    [ ]    other [specify]                                  .
                                          ----------------------------------


Planet America (Final Amended and Restated) Inv. Agreement          34



<PAGE>   35



      The undersigned hereby subscribes the Maximum Offering Amount and
acknowledges that this Agreement and the subscription represented hereby shall
not be effective unless accepted by the Company as indicated below.

      IN WITNESS WHEREOF, the undersigned Investor does represent and certify
under penalty of perjury that the foregoing statements are true and correct and
that Investor by the following signature(s) executed this Agreement.

Dated this 25th day of June, 1999.


----------------------------------    -----------------------------------------
      Your Signature                  PRINT EXACT NAME IN WHICH YOU WANT
                                      THE SECURITIES TO BE REGISTERED

                                      SECURITY DELIVERY INSTRUCTIONS:
----------------------------------    -------------------------------
Name:  Please Print                   Please type or print address where your
                                      security is to be delivered

                                      ATTN:
----------------------------------         ------------------------------------
Title/Representative Capacity
(if applicable)



----------------------------------    -----------------------------------------
Name of Company You Represent         Street Address
(if applicable)



----------------------------------    -----------------------------------------
Place of Execution of this            City, State or Province, Country, Offshore
Agreement                             Postal Code


NOTICE DELIVERY INSTRUCTIONS:              WITH A COPY DELIVERED TO:
-----------------------------              -------------------------
Please print address where any             Please print address where Copy is
Notice is to be delivered                  to be delivered



ATTN:                                      ATTN:
     ---------------------------------          -------------------------------


--------------------------------------     ------------------------------------
Street Address                             Street Address



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

----------------------------------
City, State or Province, Country,          City, State or Country,
Offshore Postal Code                       Offshore Postal Code
Telephone:                                 Telephone:
          ----------------------------               --------------------------
Facsimile:                                 Facsimile:
          ----------------------------               --------------------------
Facsimile:                                 Facsimile:
          ----------------------------               --------------------------


THIS AGREEMENT IS ACCEPTED BY THE COMPANY IN THE AMOUNT OF THE MAXIMUM OFFERING
AMOUNT ON THE 25TH DAY OF JUNE, 1999.


                                         PLANET AMERICA, INC.

                                         By:
                                            -----------------------------------
                                            Sinclair Stevens, President

                                   Address:
                                            Attn: Sinclair Stevens
                                            PLANET AMERICA, INC.
                                            Suite 1825
                                            The Liberty Building
                                            Buffalo, NY
                                            Telephone (905) 853-0349
                                            Facsimile (905) 853-5145




Planet America (Final Amended and Restated) Inv. Agreement     35


<PAGE>   36
                             ADVANCE PUT NOTICE

PLANET AMERICA, INC. (the "Company") hereby intends, subject to the
Individual Put Limit (as defined in the Investment Agreement), to elect to
exercise a Put to sell the number of shares of Common Stock of the Company
specified below, to ____________________________, the Investor, as of the
Intended Put Date written below, all pursuant to that certain Investment
Agreement (the "Investment Agreement") by and between the Company and Swartz
Private Equity, LLC dated on or about June___, 1999.


                       Date of Advance Put Notice:
                                                   --------------------------
                       Intended Put Date:
                                         ------------------------------------
                       Intended Put Share Amount:
                                                 ----------------------------

                       Company Designation Maximum Put Dollar Amount (Optional):
                                                                          .
                       ---------------------------------------------------

                       Company Designation Minimum Put Share Price (Optional):
                                                                          .
                       ---------------------------------------------------


                                    PLANET AMERICA, INC.


                                    By:
                                       ----------------------------------------
                                         Sinclair Stevens, President

                            Address:
                                    PLANET AMERICA, INC.
                                    Suite 1825
                                    The Liberty Building
                                    Buffalo, New York
                                    Telephone (905) 853-0349
                                    Facsimile (905) 853-5145




                                   EXHIBIT E

Planet America (Final Amended and Restated) Inv. Agreement 36
<PAGE>   37
                       CONFIRMATION OF ADVANCE PUT NOTICE

_______________________________ the Investor, hereby confirms receipt of PLANET
AMERICA, INC.'S (the "Company") Advance Put Notice on the Advance Put Date
written below, and its intention to elect to exercise a Put to sell shares of
common stock ("Intended Put Share Amount") of the Company to the Investor, as of
the intended Put Date written below, all pursuant to that certain Investment
Agreement (the "Investment Agreement") by and between the Company and Swartz
Private Equity, LLC dated on or about June   , 1999.

                     Date of Confirmation:
                                          --------------------------------------
                     Date of Advance Put Notice:
                                                --------------------------------
                     Intended Put Date:
                                       -----------------------------------------

                     Intended Put Share Amount:
                                                --------------------------------

                     Company Designation Maximum Put Dollar Amount (Optional):

                     --------------------------------------------.

                     Company Designation Minimum Put Share Price (Optional):

                     --------------------------------------------.

                            INVESTOR(S)

                            ----------------------------------------------------
                            Investor's Name

                            By:
                               -------------------------------------------------
                                   (Signature)
                    Address:
                                  ----------------------------------------------

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

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

                    Telephone No.:
                                  ---------------------------------------------

                    Facsimile No.:
                                  ---------------------------------------------



                              EXHIBIT F


Planet America (Final Amended and Restated) Inv. Agreement     37





<PAGE>   38





                                   PUT NOTICE

PLANET AMERICA, INC. (the "Company") hereby elects to exercise a Put to sell
shares of common stock ("Common Stock") of the Company to______________________,
the Investor, as of the Put Date, at the Put Share Price and for the number of
Put Shares written below, all pursuant to that certain Investment Agreement (the
"Investment Agreement") by and between the Company and Swartz Private Equity,
LLC dated on or about June___, 1999.

                     Put Date:______________

                     Intended Put Share Amount (from Advance Put
                     Notice):_______________ Common Shares

                     Company Designation Maximum Put Dollar Amount (Optional):
                     ____________________________________________.

                     Company Designation Minimum Put Share Price (Optional):
                     ____________________________________________.

Note: Capitalized terms shall have the meanings ascribed to them in this
Investment Agreement.

                                     PLANET AMERICA, INC.

                                     By:_____________________________
                                         Sinclair Stevens, President

                               Address:

                                     PLANET AMERICA, INC.
                                     Suite 1825
                                     The Liberty Building
                                     Buffalo, New York
                                     Telephone (905) 853-0349
                                     Facsimile (905) 853-5145

                              EXHIBIT G

Planet America (Final Amended and Restated) Inv. Agreement       38

<PAGE>   39






                           CONFIRMATION OF PUT NOTICE

______________________________, the Investor, hereby confirms receipt of PLANET
AMERICA, INC. (the "Company")Put Notice and election to exercise a Put to sell
____________________ shares of common stock ("Common Stock") of the Company to
investor, as of the Put Date, all pursuant to that certain Investment Agreement
(the "Investment Agreement") by and between the Company and Swartz Private
Equity, LLC dated on or about June___, 1999.

                            Date of this Confirmation:_____________


                            Put Date:_________________

                            Number of Put Shares of
                            Common Stock to be Issued:_____________

                            Volume Evaluation Period:______Business Days

                            Pricing Period:______Business Days


                            INVESTOR(S)

                            ----------------------------------------------------
                            Investor's Name

                            By:
                               -------------------------------------------------
                                   (Signature)
                    Address:
                                  ----------------------------------------------

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

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

                    Telephone No.:
                                  ---------------------------------------------

                    Facsimile No.:
                                  ---------------------------------------------

                              EXHIBIT H

Planet America (Final Amended and Restated) Inv. Agreement       39




<PAGE>   40

                        PUT CANCELLATION NOTICE

PLANET AMERICA, INC. (the "Company") hereby cancels the Put specified below,
pursuant to that certain Investment Agreement (the "Investment Agreement") by
and between the Company and Swartz Private Equity, LLC dated on or about June
, 1999, as of the close of Trading on the date specified below (the
"Cancellation Date," which date must be on or after the date that this notice is
delivered to the Investor), provided that such cancellation shall not apply to
the number of shares of Common Stock equal to the Truncated Put Share Amount (as
defined in the Investment Agreement).

                                 Cancellation Date:
                                                   ----------------------
                                 Put Date of Put Being Canceled:
                                                                --------------
                                 Number of Shares Put on Put Date:
                                                                  ------------
                                 Reason for Cancellation (check one):

                                    [ ] Material Facts, Ineffective Registration
                                    Period.

                                    [ ] Delisting Event

The Company understands that, by canceling this Put, it must give twenty (20)
Business Days advance written notice to the Investor before effecting the next
Put.

                                     PLANET AMERICA, INC.

                                     By:_____________________________
                                         Sinclair Stevens, President

                               ADDRESS:

                                     PLANET AMERICA, INC.
                                     Suite 1825
                                     The Liberty Building
                                     Buffalo, New York
                                     Telephone (905) 853-0349
                                     Facsimile (905) 853-5145

                              EXHIBIT Q

Planet America (Final Amended and Restated) Inv. Agreement       40


<PAGE>   41


                      PUT CANCELLATION NOTICE CONFIRMATION

The undersigned Investor to that certain Investment Agreement (the "Investment
Agreement") by and between the Company, and Swartz Private Equity, LLC dated on
or about June___,1999, hereby confirms receipt of Planet America Inc.'s (the
"Company") Put Cancellation Notice, and confirms the following:

                     Date of this Confirmation:
                                               ---------------------------------
                     Put Cancellation Date:
                                           -------------------------------------



                            INVESTOR(S)

                            ----------------------------------------------------
                            Investor's Name

                            By:
                               -------------------------------------------------
                                   (Signature)
                    Address:
                                  ----------------------------------------------

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

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

                    Telephone No.:
                                  ---------------------------------------------

                    Facsimile No.:
                                  ---------------------------------------------


                               EXHIBIT S

Planet America (Final Amended and Restated) Inv. Agreement       41