EXHIBIT 2.3


                                   $1,000,000

                               FUNDING AGREEMENT

                                     Among

                       P.D.C. INNOVATIVE INDUSTRIES, INC.

                                      and

                                 IDT FUND, LTD.




                            Dated as of April, 2001



<PAGE>


         STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of April _____,
2001, among P.D.C. Innovative Industries, Inc., a corporation (the "Company"),
and the investors signatory hereto (each such investor is a "Purchaser" and all
such investors are, collectively, the "Purchasers").

WHEREAS, subject to the terms and conditions set forth in this Agreement in
accordance with Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act"), the Company desires to issue and sell to the Purchasers and
the Purchasers, jointly, desire to purchase from the Company (i) up to
$1,000,000 of the Company's common stock (the "Common Stock"), as more fully
described in this Agreement.

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


                                    ARTICLE I
                                PURCHASE AND SALE

1.1     The Closing

(a)     The Closing.    Subject to the terms and conditions set forth in this
Agreement, the Company shall issue and sell to the Purchasers and the Purchasers
shall, jointly, purchase from the Company the Common Stock for an aggregate
installment payment purchase price of $1,000,000. The closing of the purchase
and sale of the Common Stock (the "Closing") shall take place at the offices of
Feingold & Kam, LLC., Attorneys at Law ("Feingold & Kam"), immediately following
the execution hereof or such later date as the parties shall agree. The date of
the Closing is hereinafter referred to as the "Closing Date."

(ii) On the Closing Date, the parties shall deliver or shall cause to be
delivered the following: (A) the Company shall deliver to Feingold & Kam: (1)
Common Stock registered in the name of such Purchaser in the aggregate principal
equal to 150% of the Purchased Stock (as defined hereafter) plus the Security
Deposit Stock, as defined hereafter. (2) a Power of Attorney, in the form of
Exhibit A, (3) an executed Registration Rights Agreement, dated the date hereof,
among the Company and the Purchasers, in the form of Exhibit B (the
"Registration Rights Agreement"), and (4) Transfer Agent Instructions, in the
form of Exhibit C, delivered to and acknowledged by the Company's transfer agent
(the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to
Feingold & Kam: (1) 100% of the installment of the purchase price indicated
below such Purchaser's name on the signature page to this Agreement in United
States dollars in immediately available funds by wire transfer or check to
Feingold & Kam, who shall act as escrow agent in this transaction in addition to
acting as legal counsel to Purchaser.

(iii) Feingold & Kam shall act as escrow agent and upon its receipt of the
Common Stock and installment purchase price and its confirmation of the validity
of receipt of the same, Feingold & Kam shall release the installment purchase
price to the Company and the Common Stock that has been prorata purchased to the
Purchaser. Any Common Stock which has not been fully paid for by the Purchaser
based on the fact that the total purchase price is being paid in installments,
shall be held in escrow by Feingold & Kam and shall only be released as is
discussed hereafter. Upon the release of any stock under this Agreement,
Feingold & Kam shall notify the Company.

(iv) The purchase price for the Common Stock is calculated based on the closing
bid price of the Common Stock on the date that Feingold & Kam received said
Common Stock in escrow (the "Closing Date Price"). The Purchaser intends on
purchasing $1,000,000 worth of Common Stock, which shall be paid for in five
equal installments of two hundred thousand dollars each (the "Installment"). The
exact number of shares of Common Stock purchased shall be calculated on the
Closing Date by dividing the number one million by the Closing Date Price (the
"Purchased Stock"). In addition to the Purchased Stock, the Company shall
deliver to Feingold & Kam Common Stock in the name of Feingold & Kam in the
amount of the same number of shares as the Purchased Stock to be held in escrow
by Feingold & Kam (the "Security Deposit Stock").

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(v) The Security Deposit Stock shall be held by Feingold & Kam in escrow until
all of the Purchased Stock has been sold by the Purchaser, thereafter, the
Security Deposit Stock shall only be transferred to the Purchaser to the extent
that the net proceeds received by the Purchaser for the sales of the Purchased
Stock do not yield the "Return", as hereafter defined. All shares of stock of
the Security Deposit Stock which remain after the Purchaser has received the
Return shall be returned to the Company or be transferred as directed by the
Company. The Purchaser must provide to the Company written proof of its return
on investment with regards to this transaction in order to be permitted to
receive stock from the Security Deposit Stock. The certificate or stock
transferred to Purchaser on the Closing Date shall be 150% of the Purchased
Stock to further guarantee the Return to the Purchaser.

(vi) The Return shall mean thirty percent for each calendar quarter in which
Purchaser owns any of the Purchased Stock. Thereby, the Purchaser is provided
the incentive to hold the Common Stock for the long term and thereby, increase
the Purchaser's return on investment. There is no guarantee that the Purchaser
will hold any stock for the long term. If the Return is achieved by the
Purchaser after selling the Purchased Stock and any applicable Security Deposit
Stock or other stock provided to guarantee the return, then the Purchaser shall
again purchase an additional Installment of under the same terms and conditions
set forth in this agreement.

1.2 Defined Terms. The Purchased Stock and Security Deposit Stock shall
collectively be known as the "Shares" or "Securities".

                                   ARTICLE II
                         REPRESENTATIONS AND WARRANTIES

2.1 Representations and Warranties of the Company.  The Company hereby makes the
following representations and warranties to the Purchasers:

(a) Organization and Qualification. The Company is a corporation duly
incorporated, validly existing and in good standing under the laws of its state
of incorporation with the requisite corporate power and authority to own and use
its properties and assets and to carry on its business as currently conducted.
The Company has no subsidiaries other than as set forth in any schedule attached
hereto (collectively, the "Subsidiaries"). Each of the Subsidiaries is an
entity, duly incorporated or otherwise organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation or organization
(as applicable), with the requisite power and authority to own and use its
properties and assets and to carry on its business as currently conducted. Each
of the Company and the Subsidiaries is duly qualified to do business and is in
good standing as a foreign corporation or other entity in each jurisdiction in
which the nature of the business conducted or property owned by it makes such
qualification necessary, except where the failure to be so qualified or in good
standing, as the case may be, could not, individually or in the aggregate, (x)
adversely affect the legality, validity or enforceability of the Securities (as
defined below) or any of this Agreement, the Registration Rights Agreement, the
Transfer Agent Instructions, or the Power of Attorney (collectively, the
"Transaction Documents"), (y) have or result in a material adverse effect on the
results of operations, assets, prospects, or condition (financial or otherwise)
of the Company and the Subsidiaries, taken as a whole, or (z) adversely impair
the Company's ability to perform fully on a timely basis its obligations under
any of the Transaction Documents (any of (x), (y) or (z), a "Material Adverse
Effect").

(b) Authorization; Enforcement.  The Company has the requisite corporate power
and authority to enter into and to consummate the transactions contemplated by
each of the Transaction Documents and otherwise to carry out its obligations
thereunder. The execution and delivery of each of the Transaction Documents by
the Company and the consummation by it of the transactions contemplated thereby
have been duly authorized by all necessary action on the part of the Company and
no further action is required by the Company. Each of the Transaction Documents
has been duly executed by the Company and, when delivered in accordance with the
terms hereof, will constitute the valid and binding obligation of the Company
enforceable against the Company in accordance with its terms. Neither the
Company nor any Subsidiary is in violation of any of the provisions of its
respective certificate or articles of incorporation, by-laws or other
organizational or charter documents.

<PAGE>

(c) Capitalization.  The number of authorized, issued and outstanding capital
stock of the Company is set forth in Exhibit D. Except as disclosed in Exhibit
D, the Company owns all of the capital stock of each Subsidiary. No shares of
Common Stock are entitled to preemptive or similar rights, nor is any holder of
the securities of the Company or any Subsidiary entitled to preemptive or
similar rights arising out of any agreement or understanding with the Company or
any Subsidiary by virtue of any of the Transaction Documents. Except as
disclosed in Exhibit D, there are no outstanding options, warrants, script
rights to subscribe to, calls or commitments of any character whatsoever
relating to, or securities, rights or obligations convertible into or
exchangeable for, or giving any Person any right to subscribe for or acquire,
any shares of Common Stock, or contracts, commitments, understandings, or
arrangements by which the Company or any Subsidiary is or may become bound to
issue additional shares of Common Stock, or securities or rights convertible or
exchangeable into shares of Common Stock. This Agreement will not obligate
the Company to issue shares of Common Stock or other securities to any Person
other than the Purchasers and will not result in a right of any holder of
Company securities to adjust the exercise or conversion or reset price under
such securities.

(d) Issuance of this Agreement.  The Company will have (and will, at all times
while this Agreement is outstanding, maintain) an adequate reserve of duly
authorized shares of Common Stock, reserved for issuance to the Purchasers, to
enable it to perform its conversion, exercise and other obligations under this
Agreement. Such number of reserved and available shares of Common Stock shall
not be less than the sum of 200% of the number of shares of the Purchased Stock.

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

(f) Filings, Consents and Approvals. Neither the Company nor any Subsidiary is
required to obtain any consent, waiver, authorization or order of, give any
notice to, or make any filing or registration with, any court or other federal,
state, local or other governmental authority or other Person in connection with
the execution, delivery and performance by the Company of the Transaction
Documents, other than (i) the filings required pursuant to Section 3.10, (ii)
the filing with the Securities and Exchange Commission (the "Commission") of a
registration statement meeting the requirements set forth in the Registration
Rights Agreement and covering the resale of the Shares, (iii) applicable Blue
Sky filings, and (iv) in all other cases where the failure to obtain such
consent, waiver, authorization or order, or to give such notice or make such
filing or registration could not have or result in, individually or in the
aggregate, a Material Adverse Effect (the items described in clauses (i)-(iv)
are collectively, the "Required Approvals").

<PAGE>

(g) Litigation; Proceedings. There is no action, suit, inquiry, notice of
violation, proceeding or investigation pending or, to the knowledge of the
Company, threatened against or affecting the Company or any of its Subsidiaries
or any of their respective properties before or by any court, arbitrator,
governmental or administrative agency or regulatory authority (federal, state,
county, local or foreign) (collectively, an "Action") which (i) adversely
affects or challenges the legality, validity or enforceability of any of the
Transaction Documents or the Securities or (ii) could, if there were an
unfavorable decision, individually or in the aggregate, have or result in a
Material Adverse Effect. Neither the Company nor any Subsidiary, nor any
director or officer thereof, is or has been the subject of any Action involving
a claim of violation of or liability under federal or state securities laws or a
claim of breach of fiduciary duty. The Company does not have pending before the
Commission any request for confidential treatment of information and the Company
has no knowledge of any expected such request that would be made prior to the
Effectiveness Date (as defined in the Registration Rights Agreement). There has
not been, and to the best of the Company's knowledge there is not pending or
contemplated, any investigation by the Commission involving the Company or any
current or former director or officer of the Company.

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

(i) Private Offering. Assuming the accuracy of the representations and
warranties of the Purchasers set forth in Sections 2.2(b)-(g), the offer,
issuance and sale of the Securities to the Purchasers as contemplated hereby are
exempt from the registration requirements of the Securities Act. Neither the
Company nor any Person acting on its behalf has taken or is contemplating taking
any action which could subject the offering, issuance or sale of the Securities
to the registration requirements of the Securities Act including soliciting any
offer to buy or sell the Securities by means of any form of general solicitation
or advertising.

(j) SEC Documents; Financial Statements. The Company has filed all reports
required to be filed by it under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), including, without limitation, all filings required
pursuant to Sections 13(a) and 15(d) thereof, for the two years preceding the
date hereof (or such shorter period as the Company was required by law to file
such material) (the foregoing materials being collectively referred to herein as
the "SEC Documents" and, together with the Schedules to this Agreement, the
"Disclosure Materials") on a timely basis or has received a valid extension of
such time of filing and has filed any such SEC Documents prior to the expiration
of any such extension. As of their respective dates, the SEC Documents complied
in all material respects with the requirements of the Securities Act and the
Exchange Act and the rules and regulations of the Commission promulgated
thereunder, and none of the SEC Documents, when filed, contained any untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading. All material
agreements to which the Company is a party or to which the property or assets of
the Company are subject have been filed as exhibits to the SEC Documents as
required under the Exchange Act. The financial statements of the Company
included in the SEC Documents comply in all material respects with applicable
accounting requirements and the rules and regulations of the Commission with
respect thereto as in effect at the time of filing. Such financial statements

<PAGE>

have been prepared in accordance with generally accepted accounting principles
applied on a consistent basis during the periods involved ("GAAP"), except as
may be otherwise specified in such financial statements or the notes thereto,
and fairly present in all material respects the financial position of the
Company and its consolidated subsidiaries as of and for the dates thereof and
the results of operations and cash flows for the periods then ended, subject, in
the case of unaudited statements, to normal, immaterial, year-end audit
adjustments. Since the date of this Agreement, except as specifically disclosed
in the SEC Documents, (a) there has been no event, occurrence or development
that has or that could result in a Material Adverse Effect, (b) the Company has
not incurred any liabilities (contingent or otherwise) other than (x)
liabilities incurred in the ordinary course of business consistent with past
practice and (y) liabilities not required to be reflected in the Company's
financial statements pursuant to GAAP or required to be disclosed in filings
made with the Commission, (c) the Company has not altered its method of
accounting or the identity of its auditors and (d) the Company has not declared
or made any payment or distribution of cash or other property to its
stockholders or officers or directors (other than in compliance with existing
Company stock option plans) with respect to its capital stock, or purchased,
redeemed (or made any agreements to purchase or redeem) any shares of its
capital stock.

(k) Investment Company. The Company is not, and is not an Affiliate (as defined
in Rule 405 under the Securities Act) of, an "investment company" within the
meaning of the Investment Company Act of 1940, as amended.

(l) Certain Fees. No fees or commissions will be payable by the Company to any
broker, financial advisor or consultant, finder, placement agent, investment
banker, bank or other Person with respect to the transactions contemplated by
this Agreement. The Purchasers shall have no obligation with respect to any fees
or with respect to any claims made by or on behalf of other Persons for fees of
a type contemplated in this Section that may be due in connection with the
transactions contemplated by this Agreement. The Company shall indemnify and
hold harmless the Purchasers, their employees, officers, directors, agents, and
partners, and their respective Affiliates, from and against all claims, losses,
damages, costs (including the costs of preparation and attorney's fees) and
expenses suffered in respect of any such claimed or existing fees, as such fees
and expenses are incurred.

(m) Solicitation Materials. Neither the Company nor any Person acting on the
Company's behalf has solicited any offer to buy or sell the Securities by means
of any form of general solicitation or advertising.

(n) Exclusivity. The Company shall not issue and sell securities to any Person
other than the Purchasers without the specific prior written consent of the
Purchasers.

(o) Seniority. No indebtedness of the Company is senior to the Securities in
right of payment, whether with respect to interest or upon liquidation or
dissolution, or otherwise.

(p) Listing and Maintenance Requirements. The Company has not, in the two years
preceding the date hereof, received notice (written or oral) from the OTC
Bulletin Board ("OTC") or any stock exchange, market or trading facility on
which the Common Stock is or has been listed (or on which it has been quoted) to
the effect that the Company is not in compliance with the listing or maintenance
requirements of such exchange, market or trading facility. The Company is, and
has no reason to believe that it will not in the foreseeable future continue to
be, in compliance with all such listing and maintenance requirements.

(q) Patents and Trademarks. The Company and its Subsidiaries have, or have
rights to use, all patents, patent applications, trademarks, trademark
applications, service marks, trade names, copyrights, licenses and rights which
are necessary or material for use in connection with their respective businesses
as described in the SEC Documents and which the failure to so have would have a
Material Adverse Effect (collectively, the "Intellectual Property Rights").
Neither the Company nor any Subsidiary has received a written notice that the
Intellectual Property Rights used by the Company or its Subsidiaries violates or
infringes upon the rights of any Person. To the best knowledge of the Company,
all such Intellectual Property Rights are enforceable and there is no existing
infringement by another Person of any of the Intellectual Property Rights.

<PAGE>

(r) Registration Rights; Rights of Participation. Except as disclosed in Section
6(c) of the Registration Rights Agreement, the Company has not granted or agreed
to grant to any Person any rights (including "piggy-back" registration rights)
to have any securities of the Company registered with the Commission or any
other governmental authority which has not been satisfied. Except as set forth
on Schedule 6(b) to the Registration Rights Agreement, no Person has any right
of first refusal, preemptive right, right of participation, or any similar right
to participate in the transactions contemplated by the Transaction Documents.

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

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

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

(w) Disclosure. The Company confirms that neither it nor any other Person acting
on its behalf has provided any of the Purchasers or its agents or counsel with
any information that constitutes or might constitute material non-public
information. The Company understands and confirms that the Purchasers shall be
relying on the foregoing representations in effecting transactions in securities
of the Company. All disclosure provided to the Purchasers regarding the Company,
its business and the transactions contemplated hereby, including the Schedules
to this Agreement, furnished by or on behalf of the Company are true and correct
and do not contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements made therein, in light
of the circumstances under which they were made, not misleading.

(x) Solvency. Based on the financial condition of the Company as of the Closing
Date, (i) the Company's fair saleable value of its assets exceeds the amount
that will be required to be paid on or in respect of the Company's existing
debts and other liabilities (including known contingent liabilities) as they
mature; (ii) the Company's assets do not constitute unreasonably small capital
to carry on its business for the current fiscal year as now conducted and as
proposed to be conducted including its capital needs taking into account the
particular capital requirements of the business conducted by the Company, and
project capital requirements and capital availability thereof; and (iii) the
current cash flow of the Company, together with the proceeds the Company would
receive, were it to liquidate all of its assets, after taking into account all
anticipated uses of the cash, would be sufficient to pay all amounts on or in
respect of its debt when such amounts are required to be paid. The Company does
not intend to incur debts beyond its ability to pay such debts as they mature
(taking into account the timing and amounts of cash to be payable on or in
respect of its debt).

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

<PAGE>

(a) Organization; Authority. Such Purchaser is an entity duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization with the requisite corporate or partnership power and authority to
enter into and to consummate the transactions contemplated by the Transaction
Documents and otherwise to carry out its obligations thereunder. The purchase by
such Purchaser of the Securities hereunder has been duly authorized by all
necessary action on the part of such Purchaser. Each of this Agreement and the
Registration Rights Agreement has been duly executed by such Purchaser, and when
delivered by such Purchaser in accordance with the terms hereof, will constitute
the valid and legally binding obligation of such Purchaser, enforceable against
it in accordance with its terms.

(b) Intent. Such Purchaser is acquiring the Securities as principal for its own
account and not with a view to act as a statutory underwriter, without
prejudice, however, to such Purchaser's right, to sell or otherwise dispose of
all or any part of such Securities. Nothing contained herein shall be deemed a
representation or warranty by such Purchaser to hold the Securities for any
period of time. Such Purchaser is acquiring the Securities hereunder in the
ordinary course of its business. Such Purchaser does not have any agreement or
understanding, directly or indirectly, with any Person to distribute the
Securities.

(c) Purchaser Status. At the time such Purchaser was offered the Securities, it
was, and at the date hereof it is an "accredited investor" as defined in Rule
501(a) under the Securities Act.

(d) Experience of such Purchaser. Such Purchaser, either alone or together with
its representatives, has such knowledge, sophistication and experience in
business and financial matters so as to be capable of evaluating the merits and
risks of the prospective investment in the Securities, and has so evaluated the
merits and risks of such investment.

(e) Ability of such Purchaser to Bear Risk of Investment. Such Purchaser is able
to bear the economic risk of an investment in the Securities and, at the present
time, is able to afford a complete loss of such investment.

(f) Access to Information. Such Purchaser acknowledges that it has reviewed the
Disclosure Materials and has been afforded (i) the opportunity to ask such
questions as it has deemed necessary of, and to receive answers from,
representatives of the Company concerning the terms and conditions of the
offering of the Securities and the merits and risks of investing in the
Securities; (ii) access to information about the Company and the Company's
financial condition, results of operations, business, properties, management and
prospects sufficient to enable it to evaluate its investment; and (iii) the
opportunity to obtain such additional information which the Company possesses or
can acquire without unreasonable effort or expense that is necessary to make an
informed investment decision with respect to the investment and to verify the
accuracy and completeness of the information contained in the Disclosure
Materials. Neither such inquiries nor any other investigation conducted by or on
behalf of such Purchaser or its representatives or counsel shall modify, amend
or affect such Purchaser's right to rely on the truth, accuracy and completeness
of the Disclosure Materials and the Company's representations and warranties
contained in the Transaction Documents.

(g) General Solicitation. Such Purchaser is not purchasing the Securities as a
result of or subsequent to any advertisement, article, notice or other
communication regarding the Securities published in any newspaper, magazine or
similar media or broadcast over television or radio or presented at any seminar
or any other general solicitation or general advertisement.

(h) Reliance. Such Purchaser understands and acknowledges that (i) the
Securities are being offered and sold to it without registration under the
Securities Act in a private placement that is exempt from the registration
provisions of the Securities Act and (ii) the availability of such exemption,
depends in part on, and the Company will rely upon the accuracy and truthfulness
of, the foregoing representations and such Purchaser hereby consents to such
reliance.

The Company acknowledges and agrees that no Purchaser makes or has made any
representations or warranties with respect to the transactions contemplated
hereby other than those specifically set forth in this Section 2.2.

<PAGE>

                                   ARTICLE III
                         OTHER AGREEMENTS OF THE PARTIES

3.1 Transfer Restrictions. (a) Securities may only be disposed of pursuant to an
effective registration statement under the Securities Act, to the Company or
pursuant to an available exemption from or in a transaction not subject to the
registration requirements of the Securities Act, and in compliance with any
applicable federal and state securities laws. In connection with any transfer of
Securities other than pursuant to an effective registration statement or to the
Company, except as otherwise set forth herein, the Company may require the
transferor thereof to provide to the Company an opinion of counsel selected by
the transferor, the form and substance of which opinion shall be reasonably
satisfactory to the Company, to the effect that such transfer does not require
registration of such transferred securities under the Securities Act.
Notwithstanding the foregoing, the Company, without requiring a legal opinion as
described in the immediately preceding sentence, hereby consents to and agrees
to register on the books of the Company and with any transfer agent for the
securities of the Company any transfer of Securities by a Purchaser to an
Affiliate of such Purchaser or to one or more funds or managed accounts under
common management with such Purchaser, and any transfer among any such
Affiliates or one or more funds or managed accounts, provided that the
transferee certifies to the Company that it is an "accredited investor" as
defined in Rule 501(a) under the Securities Act and that it is acquiring the
Securities solely for investment purposes (subject to the qualifications
hereof). Any such transferee shall agree in writing to be bound by the terms of
this Agreement and shall have the rights of a Purchaser under this Agreement and
the Registration Rights Agreement.

(b) The Purchasers agree to the imprinting, so long as is required by this
Section 3.1(b), of the following legend on the Securities:


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

The Shares shall not contain the legend set forth above nor any other legend if
the issuance of the Shares occurs at any time while a Shares Registration
Statement is effective under the Securities Act or the holder of any such
security is relying on Rule 144 promulgated under the Securities Act ("Rule
144") in connection with the resale of such Shares or in the event there is not
an effective Shares Registration Statement at such time and Rule 144 is not then
available if, in the opinion of counsel to the Company, such legend is not
required under applicable requirements of the Securities Act (including judicial
interpretations and pronouncements issued by the staff of the Commission). The
Company shall permit Purchasers Counsel to issue the legal opinion included in
the Transfer Agent Instructions to the Company's transfer agent on the day that
the Shares Registration Statement is declared effective by the Commission (the
"Effective Date"). The Company agrees that in the event any Shares are issued
with a legend in accordance with this Section 3.1(b), it will, within three (3)
Trading Days after request therefor by a Purchaser, provide such Purchaser with
a certificate or certificates representing such Shares, free from such legend at
such time as such legend would not have been required under this Section 3.1(b)
had such issuance occurred on the date of such request. The Company may not make
any notation on its records or give instructions to any transfer agent of the
Company which enlarge the restrictions of transfer set forth in this Section.

3.2 Acknowledgment of Dilution. The Company acknowledges that the issuance of
the Shares, will result in dilution of the outstanding shares of Common Stock,
which dilution may be substantial under certain market conditions. The Company
further acknowledges that its obligation to issue Shares in accordance with this
Agreement, is unconditional and absolute, subject to the limitations set forth
herein, regardless of the effect of any such dilution.

<PAGE>


3.3 Furnishing of Information. As long as the Purchasers own Securities, the
Company covenants to timely file (or obtain extensions in respect thereof and
file within the applicable grace period) all reports required to be filed by the
Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange
Act. As long as the Purchasers own Securities, if the Company is not required to
file reports pursuant to such sections, it will prepare and furnish to the
Purchasers and make publicly available in accordance with Rule 144(c)
promulgated under the Securities Act such information as is required for the
Purchasers to sell the Securities under Rule 144 promulgated under the
Securities Act. The Company further covenants that it will take such further
action as any holder of Securities may reasonably request, all to the extent
required from time to time to enable such Person to sell Underlying Shares
without registration under the Securities Act within the limitation of the
exemptions provided by Rule 144 promulgated under the Securities Act, including
causing its attorneys to render and deliver any legal opinion required in order
to permit a Purchaser to receive Shares free of all restrictive legends and to
subsequently sell Shares under Rule 144 upon receipt of a notice of an intention
to sell or other form of notice having a similar effect. Upon the request of any
such Person, the Company shall deliver to such Person a written certification of
a duly authorized officer as to whether it has complied with such requirements.

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

3.5 Increase in Authorized Shares. If on any date the Company would be,
precluded from issuing Shares as would then be issuable upon a conversion to
permit the Purchaser to receive the Return (the "Current Required Minimum"), in
either case, due to the unavailability of a sufficient number of authorized but
unissued or reserved shares of Common Stock, then the Board of Directors of the
Company shall promptly prepare and mail to the stockholders of the Company proxy
materials requesting authorization to amend the Company's certificate or
articles of incorporation to increase the number of shares of Common Stock which
the Company is authorized to issue to at least such number of shares as
reasonably requested by the Purchasers in order to provide for such number of
authorized and unissued shares of Common Stock to enable the Company to comply
with this Agreement. In connection therewith, the Board of Directors shall (a)
adopt proper resolutions authorizing such increase, (b) recommend to and
otherwise use its best efforts to promptly and duly obtain stockholder approval
to carry out such resolutions (and hold a special meeting of the stockholders no
later than the earlier to occur of the sixtieth (60th) day after delivery of the
proxy materials relating to such meeting and the ninetieth (90th) day after
request by a holder of Securities to issue the number of Shares in accordance
with the terms hereof) and (c) within five (5) Business Days of obtaining such
stockholder authorization, file an appropriate amendment to the Company's
certificate or articles of incorporation to evidence such increase.

3.6 Reservation and Listing of Underlying Shares. (a) The Company shall (i) in
the time and manner required by any national securities exchange, market,
trading or quotation facility on which the Common Stock is then traded, prepare
and file with such national securities exchange, market, trading or quotation
facility on which the Common Stock is then traded an additional shares listing
application covering a number of shares of Common Stock which is not less than
the Shares, (ii) take all steps necessary to cause such shares of Common Stock
to be approved for listing on any such national securities exchange, market or
trading or quotation facility on which the Common Stock is then listed as soon
as possible thereafter, and (iii) provide to the Purchasers evidence of such
listing, and the Company shall maintain the listing of its Common Stock thereon.
The Company shall take the necessary actions to immediately list a number of
Shares as equals no less than the then Current Required Minimum.

(b) The Company shall maintain a reserve of shares of Common Stock for issuance,
respectively in accordance with this Agreement, in such amount as may be
required to fulfill its obligations in full under the Transaction Documents,
which reserve shall equal no less than the then Current Required Minimum.

<PAGE>

3.7 Conversion and Exercise Procedures. The Transaction Documents sets forth the
totality of the procedures with respect to this Agreement, including the form of
legal opinion, if necessary, that shall be rendered to the Company's transfer
agent and such other information and instructions as may be reasonably necessary
to enable the Purchasers to receive the Return.

3.8 Conversion and Exercise Obligations of the Company. The Company shall honor
and shall deliver Shares in accordance with the respective terms, conditions and
time periods set forth in the Transaction Documents.

3.9 Subsequent Financing; Limitation on Registrations.(a) From the date of this
Agreement through the 360th day following the Closing Date and the 180th day
following the Effective Date, the Company will not offer, sell, grant any option
to purchase or any right to reprice securities, or otherwise dispose of (or
announce any offer, sale, grant or any option to purchase or other disposition)
any Common Stock or equity or equity equivalent securities (including the
issuance of any debt or other instrument that is at any time over the life
thereof convertible into or exchangeable for Common Stock), and the Company will
cause its Subsidiaries not to offer, sell or issue during such period any of
such Subsidiary's securities which provide the holder thereof the right to
receive any Common Stock (collectively, "Common Stock Equivalents").

(b) From the date of this Agreement through the 360th day following the
Effective Date, the Company will not offer, sell, grant any option to purchase
or any right to reprice securities, or otherwise dispose of (or announce any
offer, sale, grant or any option to purchase or other disposition) any Common
Stock or Common Stock Equivalents (collectively, a "Subsequent Placement"),
unless (A) the Company delivers to each Purchaser a written notice (the
"Subsequent Placement Notice") of its intention to effect such Subsequent
Placement, which Subsequent Placement Notice shall describe in reasonable detail
the proposed terms of such Subsequent Placement, the amount of proceeds intended
to be raised thereunder, the Person with whom such Subsequent Placement shall be
effected, and attached to which shall be a term sheet or similar document
relating thereto and (B) no Purchaser notifies the Company by 6:30 p.m. (New
York City time) on the tenth Trading Day after its receipt of the Subsequent
Placement Notice of its objection to the Subsequent Placement.

(c) Except for (x) the Shares, (y) securities of the Company permitted pursuant
to Section 6(c) of the Registration Rights Agreement to be registered in the
Registration Statement, and (z) Common Stock permitted to be issued pursuant to
Section 3.9(e), the Company may not until the 90th day after the Effective Date
file a registration statement to register any of its securities.

(d) With respect to Section 3.9(a), (b) and (c), restrictive periods shall be
extended for the number of Trading Days during such period (A) in which trading
in the Common Stock is suspended by any securities exchange or market or
quotation system on which the Common Stock is then listed, or (B) that the
Registration Statement is not effective following the Effective Date, or (C)
that the prospectus included in the Registration Statement may not be used by
the holders thereof for the resale of Securities following the Effective Date.

(e) The restrictions contained in Section 3.9(a) and (b) shall not apply to the
granting of options or warrants to employees, officers and directors of the
Company, and the issuance of Common Stock upon exercise of such options or
warrants granted under any stock option plan heretofore or hereinafter duly
adopted by the Company. The restrictions contained in Sections 3.9(a) and (b)
shall also not apply to shares of Common Stock issuable upon exercise of any
currently outstanding warrants and other outstanding convertible securities of
the Company, in each case as and to the extent disclosed in Schedule 2.1(c) (but
not as to any amendments or modifications of the terms of such securities after
the date of this Agreement, including "back-dated" agreements).


<PAGE>

3.10 Certain Securities Laws Disclosures; Publicity. The Company shall: (i) on
the Closing Date, issue a press release acceptable to the Purchasers disclosing
the transactions contemplated hereby, (ii) file with the Commission a Report on
Form 8-K disclosing the transactions contemplated hereby within ten Business
Days after the Closing Date, and (iii) timely file with the Commission a Form D
promulgated under the Securities Act. The Company shall, no less than two
Business Days prior to the filing of any disclosure required by clauses (ii) and
(iii) above, provide a copy thereof to the Purchasers for their review. The
Company and the Purchasers shall consult with each other in issuing any other
press releases or otherwise making public statements or filings and other
communications with the Commission or any regulatory agency or stock market or
trading facility with respect to the transactions contemplated hereby and
neither party shall issue any such press release or otherwise make any such
public statement, filings or other communications without the prior written
consent of the other, except that if such disclosure is required by law or stock
market regulations, in which such case the disclosing party shall promptly
provide the other party with prior notice of such public statement, filing or
other communication. Notwithstanding the foregoing, the Company shall not
publicly disclose the names of the Purchasers, or include the names of the
Purchasers in any filing with the Commission, or any regulatory agency, trading
facility or stock market without the prior written consent of the Purchasers,
except to the extent such disclosure (but not any disclosure as to the
controlling Persons thereof) is required by law or stock market regulations, in
which case the Company shall provide the Purchasers with prior notice of such
disclosure.

3.11 Non-Disclosure of Non-Public Information.(a) The Company shall not disclose
non-public information to the Purchasers or their advisors or representatives
unless prior to disclosure of such information the Company identifies such
information as being non-public information and the Purchasers enter into a
non-disclosure agreement in form mutually acceptable to the Company and the
Purchasers.

(b) The Company represents that it does not disseminate non-public information
to any investors who purchase stock in the Company in a public offering, to
money managers or to securities analysts. Notwithstanding the foregoing or
anything herein to the contrary, the Company will immediately notify the
Purchasers of any event or the existence of any circumstance (without any
obligation to disclose the specific event or circumstance) of which it becomes
aware, (whether or not requested of the Company specifically or generally during
the course of due diligence by 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.

3.12 Transfer of Intellectual Property Rights. Except in connection with the
sale of all or substantially all of the assets of the Company or licensing
arrangements in the ordinary course of the Company's business, the Company shall
not transfer, sell or otherwise dispose of any Intellectual Property Rights, or
allow any of the Intellectual Property Rights to become subject to any liens, or
fail to renew such Intellectual Property Rights (if renewable and it would
otherwise lapse if not renewed), without the prior written consent of the
Purchasers.

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

3.14 Reimbursement. If any Purchaser becomes involved in any capacity in any
action, proceeding or investigation brought by or against any Person, including
stockholders of the Company, solely as a result of acquiring the Securities
under this Agreement, the Company will reimburse such Purchaser for its
reasonable legal and other expenses (including, but not limited to, the cost of
any investigation, preparation or travel) incurred in connection therewith, as
such expenses are incurred. The reimbursement obligations of the Company under
this paragraph shall be in addition to any liability which the Company may
otherwise have, shall extend upon the same terms and conditions to any
affiliates of the Purchasers who are actually named in such action, proceeding
or investigation, and partners, directors, agents, employees and controlling
persons (if any), as the case may be, of the Purchasers and any such affiliate,
and shall be binding upon and inure to the benefit of any successors, assigns,
heirs and personal representatives of the Company, the Purchasers and any such
affiliate and any such Person. The Company also agrees that neither the
Purchasers nor any such affiliates, partners, directors, agents, employees or
controlling persons shall have any liability to the Company or any Person
asserting claims on behalf of or in right of the Company solely as a result of
acquiring the Securities under this Agreement.

<PAGE>

3.15 Shareholder Rights Plan. No claim will be made or enforced by the Company
or any other Person that any Purchaser is an "Acquiring Person" under any
shareholders rights plan or similar plan or arrangement in effect or hereafter
adopted by the Company, or that any Purchaser could be deemed to trigger the
provisions of any such plan or arrangement, by virtue of receiving Securities or
shares of Common Stock under the Transaction Documents.


                                   ARTICLE IV
                                 MISCELLANEOUS

4.1 Fees and Expenses. At the Closing, the Company shall reimburse the
Purchasers for their legal fees and expenses incurred in connection with the
preparation and negotiation of the Transaction Documents and to prepay the
services to be provided under the Transaction Documents, including but not
limited to the preparation of a registration statement, by paying to Purchaser's
counsel said sum of money or securities reflected in or securities reflected in
the closing statement (Exhibit "E") for this transaction and anticipated work
related thereto. Purchaser's legal counsel shall also have the right to obtain
the payment of fees through the sale of the stock reflected in the Security
Deposit and thereafter, directing the transfer agent to issue replacement shares
to be held for security. The amount contemplated by the immediately preceding
sentence shall be retained by the Purchaser's counsel and shall not be delivered
to the Company at the Closing. Other than the amount contemplated herein, and
except as otherwise set forth in the Registration Rights Agreement, each party
shall pay the fees and expenses of its advisers, counsel, accountants and other
experts, if any, and all other expenses incurred by such party incident to the
negotiation, preparation, execution, delivery and performance of this Agreement.
The Company shall pay all filing fees, edgarizing fees, stamp and other taxes
and duties levied in connection with the issuance and registration of the
Securities

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

4.3 Notices. Any and all notices or other communications or deliveries required
or permitted to be provided hereunder shall be in writing and shall be deemed
given and effective on the earliest of (i) the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile telephone
number specified in this Section prior to 6:30 p.m. (New York City time) on a
Business Day, (ii) the Business Day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile telephone
number specified in this Agreement later than 6:30 p.m. (New York City time) on
any date and earlier than 11:59 p.m. (New York City time) on such date, (iii)
the Business Day following the date of mailing, if sent by U.S. nationally
recognized overnight courier service, or (iv) upon actual receipt by the party
to whom such notice is required to be given. The address for such notices and
communications shall be as follows:

If to the Company:              P.D.C. Innovative Industries, Inc.
                                3701 N.W. 126th Avenue
                                Corporate Park, Bay 5
                                Coral Springs, FL  33065
                                Phone Number:  (954) 341-0092
                                Facsimile:  (954) 341-5361

                                Attn:  Chief Financial Officer

With copies to:         *11
Facsimile No.: ()


If to a Purchaser:              To the address set forth under such Purchaser's
                                name on the signature pages hereto.

With copies to:                 Feingold & Kam, LLC.
                                3300 P.G.A. Boulevard, Suite 410
                                Palm Beach Gardens, FL  33410

or such other address as may be designated in writing hereafter, in the same
manner, by such Person.

<PAGE>

4.4 Amendments; Waivers. No provision of this Agreement may be waived or amended
except in a written instrument signed, in the case of an amendment, by the
Company and each of the Purchasers or, in the case of a waiver, by the party
against whom enforcement of any such waiver is sought. No waiver of any default
with respect to any provision, condition or requirement of this Agreement shall
be deemed to be a continuing waiver in the future or a waiver of any other
provision, condition or requirement hereof, nor shall any delay or omission of
either party to exercise any right hereunder in any manner impair the exercise
of any such right accruing to it thereafter.

4.5 Headings. The headings herein are for convenience only, do not constitute a
part of this Agreement and shall not be deemed to limit or affect any of the
provisions hereof.

4.6 Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of the parties and their successors and permitted assigns. The
Company may not assign this Agreement or any rights or obligations hereunder
without the prior written consent of the Purchasers. Except as set forth in
Section 3.1(a), the Purchasers may not assign this Agreement or any of the
rights or obligations hereunder without the consent of the Company. This
provision shall not limit any Purchaser's right to transfer securities or
transfer or assign rights under the Registration Rights Agreement.

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

4.8 Governing Law. All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of
Florida, without regard to the principles of conflicts of law thereof. Each
party hereby irrevocably submits to the exclusive jurisdiction of the state and
federal courts sitting in Palm Beach County, Florida for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein (including with respect to the enforcement of any of
the Transaction Documents), and hereby irrevocably waives, and agrees not to
assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or
proceeding is improper. Each party hereby irrevocably waives personal service of
process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in
effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. Each party irrevocably waives, to the fullest
extent permitted by applicable law, any and all right to trial by jury in any
legal proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby. If either party shall commence an action or
proceeding to enforce any provisions of a Transaction Document, then the
prevailing party in such action or proceeding shall be reimbursed by the other
party for its attorneys fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such action or proceeding.

4.9 Survival. The representations, warranties, agreements and covenants
contained herein shall survive the Closing and the delivery, exercise,
conversion and redemption of the Warrants or the Debentures, as the case may be.

<PAGE>

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

4.11 Severability. In case any one or more of the provisions of this Agreement
shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Agreement shall not
in any way be affecting or impaired thereby and the parties will attempt to
agree upon a valid and enforceable provision which shall be a reasonable
substitute therefor, and upon so agreeing, shall incorporate such substitute
provision in this Agreement.

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

4.13 Independent Nature of Purchasers' Obligations and Rights. The obligations
of each Purchaser under any Transaction Document is several and not joint with
the obligations of any other Purchaser and no Purchaser shall be responsible in
any way for the performance of the obligations of any other Purchaser under any
Transaction Document. Nothing contained herein or in any Transaction Document,
and no action taken by any Purchaser pursuant thereto, shall be deemed to
constitute the Purchasers as a partnership, an association, a joint venture or
any other kind of entity, or create a presumption that the Purchasers are in any
way acting in concert with respect to such obligations or the transactions
contemplated by the Transaction Document. Each Purchaser shall be entitled to
independently protect and enforce its rights, including without limitation the
rights arising out of this Agreement or out of the other Transaction Documents,
and it shall not be necessary for any other Purchaser to be joined as an
additional party in any proceeding for such purpose.


                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                            SIGNATURE PAGES FOLLOWS]


<PAGE>

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

P.D.C. Innovative Industries, Inc.



By: /s/ Sandra Sowers
   Name:
   Title:  President

        [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
        SIGNATURE PAGE FOR PURCHASER FOLLOWS]

[ ]


By: /s/ Darren Silverman
          Name: Darren Silverman
          Title: President


Purchase Price:         $1,000,000

Address for Notice:     IDT Group, Inc.
                        1515 South Federal Highway
                        Suite 210
                        Boca Raton, FL  33432


With copies to:         Feingold & Kam
                        3300 PGA Boulevard
                        Suite 410
                        Palm Beach Gardens, FL 33410