SECURITIES PURCHASE AGREEMENT


     Securities Purchase Agreement dated as of April 27, 2004 (this "AGREEMENT")
by  and  between  Invicta  Group  Inc.,  a  Nevada  corporation,  with principal
executive  offices  located at 9553 Harding Avenue, Suite 33154 (the "COMPANY"),
and  Golden  Gate  Investors,  Inc.  ("BUYER").

     WHEREAS,  Buyer  desires  to  purchase  from  the  Company, and the Company
desires to issue and sell to Buyer, upon the terms and subject to the conditions
of  this  Agreement,  the         Convertible  Debenture  of  the Company in the
aggregate  principal  amount  of  $300,000  (the  "DEBENTURE");  and

     WHEREAS,  in  conjunction  with  the  Debenture,  the  Company has issued a
Warrant  to  Purchase  Common  Stock  to  the  Buyer (the "WARRANT OR CONVERSION
WARRANT");  and  WHEREAS, upon the terms and subject to the conditions set forth
in  the Debenture and the Warrant, the Debenture and Warrant are convertible and
exercisable,  respectively,  into  shares  of  the  Company's  Common Stock (the
"COMMON STOCK"); NOW, THEREFORE, in consideration of the premises and the mutual
covenants  contained  herein, the parties hereto, intending to be legally bound,
hereby  agree  as  follows:

I.     PURCHASE  AND  SALE  OF  DEBENTURE

A.     TRANSACTION.  Buyer  hereby  agrees to purchase from the Company, and the
Company  has  offered  and  hereby  agrees  to  issue  and  sell  to  Buyer in a
transaction exempt from the registration and prospectus delivery requirements of
the  Securities  Act  of 1933, as amended (the "SECURITIES ACT"), the Debenture.

B.     PURCHASE PRICE; FORM OF PAYMENT.  The purchase price for the Debenture to
be  purchased  by  Buyer  hereunder  shall  be  $300,000 (the "PURCHASE PRICE").
Simultaneously with the execution of this Agreement, Buyer shall pay $300,000 of
the  Purchase  Price  (the  "Initial  Purchase  Price")  by  wire  transfer  of
immediately available funds to the Company. Simultaneously with the execution of
this  Agreement,  the  Company  shall  deliver the Convertible Debenture and the
Conversion  Warrants (which shall have been duly authorized, issued and executed
I/N/O  Buyer  or,  if  the  Company  otherwise  has been notified, I/N/O Buyer's
nominee).

II.    BUYER'S  REPRESENTATIONS  AND  WARRANTIES

     Buyer  represents and warrants to and covenants and agrees with the Company
as  follows:

A.     Buyer  is  purchasing  the  Debenture  and the Common Stock issuable upon
conversion  or  redemption  of  the  Debenture  (the  "CONVERSION  SHARES"  and,
collectively  with  the  Debenture and the Warrant Shares, the "SECURITIES") for
its  own account, for investment purposes only and not with a view towards or in
connection  with  the  public  sale  or distribution thereof in violation of the
Securities  Act.

B.     Buyer  is  (i) an "accredited investor" within the meaning of Rule 501 of
Regulation D under the Securities Act, (ii) experienced in making investments of
the  kind  contemplated  by  this  Agreement,  (iii)  capable,  by reason of its
business  and  financial experience, of evaluating the relative merits and risks
of  an  investment  in  the  Securities, and (iv) able to afford the loss of its
investment  in  the  Securities.

C.     Buyer understands that the Securities are being offered and sold by the
Company  in  reliance  on an exemption from the registration requirements of the
Securities Act and equivalent state securities and "blue sky" laws, and that the
Company  is  relying  upon the accuracy of, and Buyer's compliance with, Buyer's
representations,  warranties  and  covenants  set  forth  in  this  Agreement to
determine  the  availability  of  such exemption and the eligibility of Buyer to
purchase  the  Securities;

D.     Buyer  understands  that  the  Securities  have  not  been  approved  or
disapproved  by the Securities and Exchange Commission (the "COMMISSION") or any
state  or  provincial  securities  commission.

E.     This Agreement  has  been  duly  and  validly  authorized,  executed  and
delivered  by  Buyer  and  is a valid and binding agreement of Buyer enforceable
against  it  in  accordance  with  its  terms, subject to applicable bankruptcy,
insolvency,  fraudulent  conveyance, reorganization, moratorium and similar laws
affecting  creditors'  rights  and  remedies  generally  and except as rights to
indemnity and contribution may be limited by federal or state securities laws or
the  public  policy  underlying  such  laws.

III.   THE  COMPANY'S  REPRESENTATIONS

The  Company  represents  and  warrants  to  Buyer  that:

A.     CAPITALIZATION.

1.     The  authorized  capital  stock  of  the Company consists of  190,000,000
shares  of  Common  Stock  and  10,000,000 shares of Series A Preferred Stock of
which  51,892,279  shares  and  zero  shares,  respectively,  are  issued  and
outstanding  as  of  the  date hereof and are fully paid and nonassessable.  The
amount,  exercise, conversion or subscription price and expiration date for each
outstanding  option and other security or agreement to purchase shares of Common
Stock  is  accurately  set  forth  on  Schedule  III.A.1.
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2.     The Conversion Shares and the Warrant Shares have been duly and validly
authorized  and  reserved  for  issuance by the Company, and, when issued by the
Company upon conversion of the Debenture, will be duly and validly issued, fully
paid  and  nonassessable  and  will  not  subject the holder thereof to personal
liability  by  reason  of  being  such  holder.

3.     Except  as  disclosed  on  Schedule  III.A.3., there  are no preemptive,
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subscription,  "call," right of first refusal or other similar rights to acquire
any  capital stock of the Company or other voting securities of the Company that
have  been  issued  or  granted  to  any  person and no other obligations of the
Company  to  issue,  grant,  extend or enter into any security, option, warrant,
"call," right, commitment, agreement, arrangement or undertaking with respect to
any  of  their  respective  capital  stock.

B.     ORGANIZATION;  REPORTING  COMPANY  STATUS.

1.     The Company is a corporation duly organized, validly existing and in good
standing under the laws of the state or jurisdiction in which it is incorporated
and is duly qualified as a foreign corporation in all jurisdictions in which the
failure  so  to  qualify would reasonably be expected to have a material adverse
effect  on  the  business,  properties,  prospects,  condition  (financial  or
otherwise) or results of operations of the Company or on the consummation of any
of  the  transactions  contemplated  by  this  Agreement  (a  "MATERIAL  ADVERSE
EFFECT").

2.     The Company is  subject  to  the reporting requirements of the Securities
Exchange  Act  of  1934,  as  amended  (the "EXCHANGE ACT"). The Common Stock is
traded  on  the  OTC  Bulletin  Board  service  of  the  National Association of
Securities  Dealers,  Inc. ("OTCBB") and the Company has not received any notice
regarding,  and  to  its  knowledge  there  is  no threat of, the termination or
discontinuance  of  the  eligibility  of  the  Common  Stock  for  such trading.

C.     AUTHORIZATION.  The  Company  (i)  has  duly  and  validly authorized and
reserved  for  issuance shares of Common Stock, which is a number sufficient for
the  conversion  of the Debenture and the exercise of the Conversion Warrant and
(ii)  at all times from and after the date hereof shall have a sufficient number
of  shares of Common Stock duly and validly authorized and reserved for issuance
to  satisfy  the  conversion  of  the  Debenture in full and the exercise of the
Conversion  Warrant.  The  Company  understands and acknowledges the potentially
dilutive effect on the Common Stock of the issuance of the Conversion Shares and
the  Warrant  Shares.  The  Company  further acknowledges that its obligation to
issue Conversion Shares upon conversion of the Debenture and the exercise of the
Conversion  Warrant and the Initial Warrant in accordance with this Agreement is
absolute  and unconditional regardless of the dilutive effect that such issuance
may  have  on  the  ownership interests of other stockholders of the Company and
notwithstanding  the  commencement  of any case under 11 U.S.C. 101 et seq. (the
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"BANKRUPTCY  CODE").  In  the event the Company is a debtor under the Bankruptcy
Code,  the  Company  hereby waives to the fullest extent permitted any rights to
relief  it  may  have  under  11  U.S.C. 362 in respect of the conversion of the
Debenture.  The  Company  agrees,  without  cost or expense to Buyer, to take or
consent  to  any  and  all action necessary to effectuate relief under 11 U.S.C.
362.

D.     AUTHORITY;  VALIDITY  AND  ENFORCEABILITY.  The Company has the requisite
corporate  power  and  authority  to  enter  into the Documents (as such term is
hereinafter  defined)  and  to  perform  all  of  its  obligations hereunder and
thereunder  (including  the  issuance,  sale  and  delivery  to  Buyer  of  the
Securities).  The  execution,  delivery  and  performance  by the Company of the
Documents  and  the consummation by the Company of the transactions contemplated
hereby and thereby (including, without limitation, the issuance of the Debenture
and  the  issuance and reservation for issuance of the Conversion Shares and the
Warrant Shares) have been duly and validly authorized by all necessary corporate
action  on  the  part  of  the  Company. Each of the Documents has been duly and
validly  executed  and  delivered by the Company and each Document constitutes a
valid and binding obligation of the Company enforceable against it in accordance
with  its  terms,  subject  to  applicable  bankruptcy,  insolvency,  fraudulent
conveyance,  reorganization,  moratorium  and  similar laws affecting creditors'
rights and remedies generally and except as rights to indemnity and contribution
may  be  limited  by  federal  or  state  securities  laws  or the public policy
underlying  such  laws. The Securities have been duly and validly authorized for
issuance by the Company and, when executed and delivered by the Company, will be
valid  and  binding  obligations  of  the  Company  enforceable  against  it  in
accordance  with  their  respective  terms,  subject  to  applicable bankruptcy,
insolvency,  fraudulent  conveyance, reorganization, moratorium and similar laws
affecting  creditors'  rights  and  remedies  generally.  For  purposes  of this
Agreement,  the term "DOCUMENTS" means (i) this Agreement; (ii) the Registration
Rights  Agreement  dated as of even date herewith between the Company and Buyer,
(iii)  the  Debenture;  and  (iv)  the  Conversion  Warrant.

E.     VALIDITY  OF  ISSUANCE  OF THE SECURITIES.  The Debenture, the Conversion
Shares  upon  their  issuance  in accordance with the Debenture, and the Warrant
Shares will be validly issued and outstanding, fully paid and nonassessable, and
not subject to any preemptive rights, rights of first refusal, tag-along rights,
drag-along  rights  or  other  similar  rights.

F.     NON-CONTRAVENTION.  The execution and delivery  by  the  Company  of  the
Documents,  the  issuance of the Securities, and the consummation by the Company
of the other transactions contemplated hereby and thereby do not, and compliance
with  the  provisions  of  this Agreement and other Documents will not, conflict
with, or result in any violation of, or default (with or without notice or lapse
of time, or both) under, or give rise to a right of termination, cancellation or
acceleration of any obligation or loss of a material benefit under, or result in
the  creation  of any Lien (as such term is hereinafter defined) upon any of the
properties  or assets of the Company or any of its Subsidiaries under, or result
in  the termination of, or require that any consent be obtained or any notice be
given  with  respect  to  (i)  the  Articles  or Certificate of Incorporation or
By-Laws  of the Company or the comparable charter or organizational documents of
any  of its Subsidiaries, in each case as amended to the date of this Agreement,
(ii)  any loan or credit agreement, Debenture, bond, mortgage, indenture, lease,
contract  or  other agreement, instrument or permit applicable to the Company or
any  of  its  Subsidiaries or their respective properties or assets or (iii) any
Law (as such term is hereinafter defined) applicable to, or any judgment, decree
or  order  of any court or government body having jurisdiction over, the Company
or  any  of  its  Subsidiaries  or any of their respective properties or assets.

G.     APPROVALS.  No authorization, approval or consent of any court or public
or  governmental  authority  is  required  to be obtained by the Company for the
issuance  and sale of the Securities to Buyer as contemplated by this Agreement,
except  such authorizations, approvals and consents as have been obtained by the
Company  prior  to  the  date  hereof.

H.     COMMISSION  FILINGS.  The  Company has properly and timely filed with the
Commission  all reports, proxy statements, forms and other documents required to
be filed with the Commission under the Securities Act and the Exchange Act since
becoming subject to such Acts (the "COMMISSION FILINGS"). As of their respective
dates,  (i)  the  Commission  Filings complied in all material respects with the
requirements  of the Securities Act or the Exchange Act, as the case may be, and
the rules and regulations of the Commission promulgated thereunder applicable to
such Commission Filings and (ii) none of the Commission Filings contained at the
time of its filing any untrue statement of a material fact or omitted to state a
material  fact  required  to be stated therein or necessary in order to make the
statements  therein,  in  light of the circumstances under which they were made,
not  misleading.  The  financial  statements  of  the  Company  included  in the
Commission Filings, as of the dates of such documents, were true and complete in
all  material  respects and complied with applicable accounting requirements and
the published rules and regulations of the Commission with respect thereto, were
prepared  in  accordance  with  generally  accepted accounting principles in the
United  States ("GAAP") (except in the case of unaudited statements permitted by
Form  10-Q  under  the  Exchange  Act)  applied on a consistent basis during the
periods  involved  (except  as may be indicated in the notes thereto) and fairly
presented  the  consolidated  financial  position  of  the  Company  and  its
Subsidiaries  as  of  the  dates  thereof  and the consolidated results of their
operations  and  cash  flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit adjustments that in the aggregate
are  not  material  and  to  any  other  adjustment  described  therein).

I.     FULL  DISCLOSURE.  There  is  no  fact  known  to the Company (other than
general  economic or industry conditions known to the public generally) that has
not  been fully disclosed in the Commission Filings that (i) reasonably could be
expected  to have a Material Adverse Effect or (ii) reasonably could be expected
to  materially  and  adversely  affect the ability of the Company to perform its
obligations  pursuant  to  the  Documents.

J.     ABSENCE OF EVENTS OF DEFAULT.  No "EVENT OF DEFAULT"  (as  defined in any
agreement  or  instrument  to  which the Company is a party) and no event which,
with  notice, lapse of time or both, would constitute an Event of Default (as so
defined),  has  occurred  and  is  continuing.

K.     SECURITIES LAW MATTERS.  Assuming the accuracy of the representations and
warranties  of  Buyer set forth in Article II, the offer and sale by the Company
of  the  Securities  is exempt from (i) the registration and prospectus delivery
requirements  of  the  Securities  Act  and  the  rules  and  regulations of the
Commission  thereunder and (ii) the registration and/or qualification provisions
of  all  applicable  state  and  provincial  securities and "blue sky" laws. The
Company  shall  not directly or indirectly take, and shall not permit any of its
directors,  officers  or  Affiliates  directly or indirectly to take, any action
(including,  without limitation, any offering or sale to any person or entity of
any security similar to the Debenture) which will make unavailable the exemption
from  Securities Act registration being relied upon by the Company for the offer
and sale to Buyer of the Debenture, the Conversion Shares and the Warrant Shares
as  contemplated  by  this  Agreement.  No  form  of  general  solicitation  or
advertising  has  been used or authorized by the Company or any of its officers,
directors  or  Affiliates  in connection with the offer or sale of the Debenture
(and  the  Conversion  Shares)  as  contemplated  by this Agreement or any other
agreement  to  which  the  Company  is  a  party.

L.     REGISTRATION RIGHTS.  Except  as set forth on Schedule III.L.,  no Person
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has,  and  as  of  the  Closing (as such term is hereinafter defined), no Person
shall  have,  any  demand,  "piggy-back" or other rights to cause the Company to
file  any registration statement under the Securities Act relating to any of its
securities  or  to  participate  in  any  such  registration  statement.

M.     INTEREST.  The timely  payment  of  interest  on  the  Debenture  is  not
prohibited  by  the  Articles  or Certificate of Incorporation or By-Laws of the
Company,  in  each  case  as  amended  to  the  date  of  this Agreement, or any
agreement,  contract,  document  or  other undertaking to which the Company is a
party.

N.     NO  MISREPRESENTATION.  No  representation  or  warranty  of  the Company
contained  in  this Agreement or any of the other Documents, any schedule, annex
or  exhibit  hereto  or  thereto  or  any  agreement,  instrument or certificate
furnished by the Company to Buyer pursuant to this Agreement contains any untrue
statement  of  a  material fact or omits to state a material fact required to be
stated  therein  or  necessary  to  make  the statements therein not misleading.

O.     FINDER'S  FEE.  There is  no  finder's  fee, brokerage commission or like
payment  in  connection with the transactions contemplated by this Agreement for
which  Buyer  is  liable  or  responsible.

IV.    CERTAIN  COVENANTS  AND  ACKNOWLEDGMENTS

A.     FILINGS.  The  Company  shall  make  all necessary Commission Filings and
"blue  sky"  filings  required  to be made by the Company in connection with the
sale  of  the  Securities to Buyer as required by all applicable Laws, and shall
provide  a  copy  thereof  to  Buyer  promptly  after  such  filing.

B.     REPORTING  STATUS.  So  long  as  Buyer  beneficially  owns  any  of  the
Securities, the Company shall timely file all reports required to be filed by it
     with  the  Commission  pursuant to Section 13 or 15(d) of the Exchange Act.

C.     LISTING.  Except to the extent the Company lists its Common Stock on  The
New York Stock Exchange, The American Stock Exchange or The Nasdaq Stock Market,
the  Company  shall  use  its best efforts to maintain its listing of the Common
Stock on OTCBB. If the Common Stock is delisted from OTCBB, the Company will use
its best efforts to list the Common Stock on the most liquid national securities
exchange or quotation system that the Common Stock is qualified to be listed on.

D.     RESERVED CONVERSION COMMON  STOCK.  The  Company  at  all  times from and
after  the date hereof shall have such number of shares of Common Stock duly and
validly  authorized  and  reserved  for  issuance as shall be sufficient for the
conversion  in full of the Debenture and the exercise of the Conversion Warrant.

E.     INFORMATION.  Each  of the parties  hereto  acknowledges  and agrees that
Buyer  shall  not  be  provided  with,  nor  be  given  access  to, any material
non-public  information  relating  to  the  Company.

F.     ACCOUNTING AND RESERVES.  The  Company  shall  maintain  a  standard  and
uniform  system  of  accounting  and  shall  keep  proper  books and records and
accounts  in  which  full,  true,  and  correct  entries  shall  be  made of its
transactions,  all  in  accordance with GAAP applied on consistent basis through
all  periods,  and  shall  set aside on such books for each fiscal year all such
reserves  for  depreciation,  obsolescence,  amortization,  bad  debts and other
purposes in connection with its operations as are required by such principles so
applied.

G.     TRANSACTIONS WITH AFFILIATES.  So  long  as the Debenture is outstanding,
neither  the  Company nor any of its Subsidiaries shall, directly or indirectly,
enter  into any material transaction or agreement with any stockholder, officer,
director  or  Affiliate of the Company or family member of any officer, director
or Affiliate of the Company, unless the transaction or agreement is (i) reviewed
and  approved  by  a  majority  of  Disinterested  Directors  (as  such  term is
hereinafter  defined)  and (ii) on terms no less favorable to the Company or the
applicable  Subsidiary  than  those  obtainable  from  a nonaffiliated person. A
"DISINTERESTED DIRECTOR" shall mean a director of the Company who is not and has
not  been  an  officer or employee of the Company and who is not a member of the
family  of,  controlled  by  or  under  common control with, any such officer or
employee.

H.     CERTAIN  RESTRICTIONS.  So long as  the  Debenture  is  outstanding,  no
dividends shall be declared or paid or set apart for payment nor shall any other
distribution  be  declared  or  made  upon any capital stock of the Company, nor
shall  any  capital  stock  of  the  Company be redeemed, purchased or otherwise
acquired  (other  than  a redemption, purchase or other acquisition of shares of
Common  Stock  made  for  purposes  of  an  employee  incentive  or benefit plan
(including  a  stock  option  plan)  of  the  Company  or pursuant to any of the
security  agreements  listed  on  Schedule  III.A,  for any consideration by the
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Company,  directly  or  indirectly,  nor  shall  any  moneys  be paid to or made
available  for a sinking fund for the redemption of any Common Stock of any such
stock.

I.     SHORT  SELLING.  So  long  as  the  Debenture  is  outstanding,  Buyer
agrees  and covenants on its behalf and on behalf of its affiliates that neither
Buyer  nor  its  affiliates  shall  at  any  time engage in any short sales with
respect  to  the  Company's  Common  Stock,  or  sell  put  options  or  similar
instruments  with  respect  to  the  Company's  Common  Stock.

V.     ISSUANCE  OF  COMMON  STOCK

A.     The  Company  undertakes  and  agrees  that no instruction other than the
instructions  referred  to  in  this  Article  V  and  customary  stop  transfer
instructions  prior to the registration and sale of the Common Stock pursuant to
an  effective  Securities  Act  registration  statement  shall  be  given to its
transfer  agent  for  the  Conversion Shares and the Warrant Shares and that the
Conversion  Shares and the Warrant Shares shall otherwise be freely transferable
on  the  books  and records of the Company as and to the extent provided in this
Agreement,  the  Registration  Rights  Agreement  and  applicable  law.  Nothing
contained  in  this Section V.A. shall affect in any way Buyer's obligations and
agreement  to  comply  with  all  applicable securities laws upon resale of such
Common  Stock.

B.     Buyer  shall  have  the  right  to convert the Debenture and exercise the
Warrant by telecopying an executed and completed Conversion Notice (as such term
is  defined  in  the  Debenture)  or Warrant Notice of Exercise (as such term is
defined  in  the Warrant) to the Company. Each date on which a Conversion Notice
or  Warrant  Notice  of Exercise is telecopied to and received by the Company in
accordance with the provisions hereof shall be deemed a Conversion Date (as such
term is defined in the Debenture). The Company shall cause the transfer agent to
transmit  the  certificates evidencing the Common Stock issuable upon conversion
of  the  Debenture  (together  with  a  new  debenture, if any, representing the
principal  amount  of  the  Debenture not being so converted) or exercise of the
Warrant  (together  with  a  new Warrant, if any, representing the amount of the
Warrant  not  being  so  exercised)  to  Buyer  via  express  courier,  or  if a
Registration  Statement covering the Common Stock has been declared effective by
the  SEC by electronic transfer, within three (3) business days after receipt by
the  Company  of  the  Conversion  Notice  or  Warrant  Notice  of Exercise (the
"DELIVERY  DATE").

C.     Upon the conversion of the Debenture or exercise of the Warrant  or  part
thereof,  the  Company  shall,  at  its own cost and expense, take all necessary
action  (including  the  issuance  of  an opinion of counsel) to assure that the
Company's transfer agent shall issue stock certificates in the name of Buyer (or
its  nominee)  or  such  other  persons  as  designated  by  Buyer  and  in such
denominations to be specified at conversion representing the number of shares of
common  stock  issuable  upon  such conversion or exercise. The Company warrants
that  the Conversion Shares and Warrant Shares will be unlegended, free-trading,
and freely transferable, and will not contain a legend restricting the resale or
transferability  of  the Company Common Stock provided the Conversion Shares and
Warrant  Shares  are  being sold pursuant to an effective registration statement
covering  the  Common  Stock to be sold or is otherwise exempt from registration
when  sold.

D.     The Company understands that a delay in the delivery of the Common  Stock
in  the  form  required  pursuant  to  this section, or the Mandatory Redemption
Amount  described  in  Section  E  hereof, beyond the Delivery Date or Mandatory
Redemption  Payment  Date (as hereinafter defined) could result in economic loss
to  the Buyer. As compensation to the Buyer for such loss, the Company agrees to
pay  late  payments  to  the Buyer for late issuance of Common Stock in the form
required  pursuant  to Section C hereof upon Conversion of the Debenture or late
payment  of  the Mandatory Redemption Amount, in the amount of $100 per business
day  after  the  Delivery Date or Mandatory Redemption Payment Date, as the case
may  be,  for  each  $10,000  of  Debenture  principal amount being converted or
redeemed.  The  Company  shall  pay  any payments incurred under this Section in
immediately  available  funds upon demand. Furthermore, in addition to any other
remedies  which  may  be  available  to the Buyer, in the event that the Company
fails for any reason to effect delivery of the Common Stock by the Delivery Date
or  make  payment  by  the  Mandatory Redemption Payment Date, the Buyer will be
entitled  to  revoke all or part of the relevant Notice of Conversion or rescind
all  or  part  of  the notice of Mandatory Redemption by delivery of a notice to
such  effect  to  the  Company whereupon the Company and the Buyer shall each be
restored to their respective positions immediately prior to the delivery of such
notice,  except  that  late  payment  charges  described  above shall be payable
through  the  date  notice  of revocation or rescission is given to the Company.

E.     Mandatory Redemption. In the event the Company is prohibited from issuing
Common  Stock,  or  fails  to timely deliver Common Stock on a Delivery Date, or
upon  the occurrence of an Event of Default (as defined in the Debenture) or for
any  reason other than pursuant to the limitations set forth herein, or upon the
occurrence  of  an  Event  of  Default  as defined in the Debenture, then at the
Buyer's election, the Company must pay to the Buyer ten (10) business days after
request  by  the Buyer or on the Delivery Date (if requested by the Buyer) a sum
of money determined by multiplying up to the outstanding principal amount of the
Debenture  designated  by  the  Buyer  by 130%, together with accrued but unpaid
interest  thereon  ("Mandatory  Redemption  Payment").  The Mandatory Redemption
Payment  must  be  received  by the Buyer on the same date as the Company Common
Stock  otherwise  deliverable  or  within  ten (10) business days after request,
whichever  is  sooner ("Mandatory Redemption Payment Date"). Upon receipt of the
Mandatory Redemption Payment, the corresponding Debenture principal and interest
will  be  deemed  paid  and  no  longer  outstanding.

F.     Buy-In.  In  addition  to  any other rights  available  to  the Buyer, if
the  Company  fails  to  deliver  to  the  Buyer such Common Stock issuable upon
conversion  of  a Debenture or exercise of a Warrant by the Delivery Date and if
ten  (10)  days  after  the Delivery Date the Buyer purchases (in an open market
transaction or otherwise) shares of Common Stock to deliver in satisfaction of a
sale by the Buyer of the Common Stock which the Buyer anticipated receiving upon
such  conversion  (a  "Buy-In"), then the Company shall pay in cash to the Buyer
(in addition to any remedies available to or elected by the Buyer) the amount by
which  (A) the Buyer's total purchase price (including brokerage commissions, if
any)  for  the  shares  of  Common  Stock so purchased exceeds (B) the aggregate
principal  and/or  interest  amount  of  the Debenture or Warrant for which such
conversion or exercise was not timely honored, together with interest thereon at
a  rate  of  15%  per annum, accruing until such amount and any accrued interest
thereon  is  paid  in full (which amount shall be paid as liquidated damages and
not  as  a  penalty). For example, if the Buyer purchases shares of Common Stock
having  a  total  purchase price of $11,000 to cover a Buy-In with respect to an
attempted  conversion  of  $10,000  of  Debenture  or  Warrant  principal and/or
interest,  the Company shall be required to pay the Buyer $1,000, plus interest.
The  Buyer  shall  provide  the  Company  written  notice indicating the amounts
payable  to  the  Buyer  in  respect  of  the  Buy-In.

G.     The Securities shall be delivered by the Company to the Buyer pursuant to
Section  I.B.  hereof  on  a  "delivery-against-payment  basis"  at the Closing.

VI.    CLOSING  DATE

     The  Closing  shall  occur  by  the  delivery:  (i)  to  the  Buyer  of the
certificate  evidencing  the Debenture and all other Agreements, and (ii) to the
Company  the  Purchase  Price.

VII.   CONDITIONS  TO  THE  COMPANY'S  OBLIGATIONS

     Buyer  understands  that  the Company's obligation to sell the Debenture on
the  Closing  Date  to  Buyer  pursuant  to  this Agreement is conditioned upon:

A.     Delivery  by  Buyer  to  the  Company  of  the  Initial  Purchase  Price;

B.     The accuracy on the Closing Date of the representations and warranties of
Buyer  contained  in  this  Agreement as if made on the Closing Date (except for
representations  and  warranties  which, by their express terms, speak as of and
relate  to a specified date, in which case such accuracy shall be measured as of
such specified date) and the performance by Buyer in all material respects on or
before  the Closing Date of all covenants and agreements of Buyer required to be
performed  by  it  pursuant to this Agreement on or before the Closing Date; and

C.     There shall not  be  in effect any Law or order, ruling, judgment or writ
of  any  court  or  public  or  governmental authority restraining, enjoining or
otherwise  prohibiting  any  of the transactions contemplated by this Agreement.

VIII.  CONDITIONS  TO  BUYER'S  OBLIGATIONS

     The  Company understands that Buyer's obligation to purchase the Securities
on  the  Closing  Date  pursuant  to  this  Agreement  is  conditioned  upon:

A.     Delivery  by the Company of the Debenture, the Conversion Warrant and the
other  Agreements  (I/N/O  Buyer  or  I/N/O  Buyer's  nominee);

B.     The accuracy on the Closing Date of the representations and warranties of
the  Company  contained in this Agreement as if made on the Closing Date (except
for  representations  and  warranties which, by their express terms, speak as of
and relate to a specified date, in which case such accuracy shall be measured as
of such specified date) and the performance by the Company in all respects on or
before  the Closing Date of all covenants and agreements of the Company required
to  be performed by it pursuant to this Agreement on or before the Closing Date,
all  of  which shall be confirmed to Buyer by delivery of the certificate of the
chief  executive  officer  of  the  Company  to  that  effect;

C.     There  not  having  occurred (i) any general suspension of trading in, or
limitation  on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii)
the declaration of a banking moratorium or any suspension of payments in respect
of  banks  in  the  United  States,  (iii)  the  commencement  of  a  war, armed
hostilities  or  other international or national calamity directly or indirectly
involving  the  United  States  or  any  of  its  territories,  protectorates or
possessions  or  (iv)  in the case of the foregoing existing at the date of this
Agreement,  a  material  acceleration  or  worsening  thereof;

D.     There not having  occurred  any  event or development, and there being in
existence  no condition, having or which reasonably and foreseeably could have a
Material  Adverse  Effect;

E.     The  Company  shall  have  delivered  to  Buyer  reimbursement of Buyer's
reasonable  out-of-pocket  costs  and  expenses  incurred in connection with the
transactions  contemplated  by  this  Agreement;

F.     There  shall not be in effect any Law, order, ruling, judgment or writ of
any  court  or  public  or  governmental  authority  restraining,  enjoining  or
otherwise  prohibiting  any  of the transactions contemplated by this Agreement;

G.     The Company shall  have  obtained  all  consents,  approvals  or  waivers
from  governmental  authorities  and  third persons necessary for the execution,
delivery  and  performance  of  the  Documents and the transactions contemplated
thereby,  all  without  material  cost  to  the  Company;

H.     Buyer  shall  have  received  such  additional  documents,  certificates,
payment,  assignments, transfers and other deliveries as it or its legal counsel
may  reasonably  request and as are customary to effect a closing of the matters
herein  contemplated;

I.     Delivery  by  the  Company  of  an  enforceability  opinion  from  its
outside  counsel  in  form  and  substance  satisfactory  to  Buyer

J.     Reimbursement  of  Buyer's  legal  fees  in  the  amount  of  $5,000.

IX.    SURVIVAL;  INDEMNIFICATION

A.     The representations, warranties and covenants made by each of the Company
and  Buyer  in this Agreement, the annexes, schedules and exhibits hereto and in
each  instrument,  agreement  and certificate entered into and delivered by them
pursuant to this Agreement shall survive the Closing and the consummation of the
transactions  contemplated  hereby. In the event of a breach or violation of any
of  such  representations,  warranties  or  covenants,  the  party  to whom such
representations,  warranties  or  covenants have been made shall have all rights
and  remedies  for such breach or violation available to it under the provisions
of this Agreement or otherwise, whether at law or in equity, irrespective of any
investigation  made  by  or  on  behalf of such party on or prior to the Closing
Date.

B.     The  Company  hereby  agrees  to  indemnify  and hold harmless Buyer, its
affiliates  and  their  respective  officers,  directors,  partners  and members
(collectively,  the  "BUYER  INDEMNITEES")  from and against any and all losses,
claims,  damages,  judgments,  penalties,  liabilities  and  deficiencies
(collectively,  "LOSSES")  and  agrees  to  reimburse  Buyer Indemnitees for all
out-of-pocket  expenses  (including  the fees and expenses of legal counsel), in
each  case  promptly  as incurred by Buyer Indemnitees and to the extent arising
out  of  or  in  connection  with:

1.   any  misrepresentation,  omission of fact or breach of any of the Company's
     representations  or  warranties  contained  in  this Agreement or the other
     Documents,  or  the annexes, schedules or exhibits hereto or thereto or any
     instrument,  agreement  or  certificate  entered  into  or delivered by the
     Company  pursuant  to  this  Agreement  or  the  other  Documents;
2.   any  failure  by  the  Company to perform any of its covenants, agreements,
     undertakings  or  obligations  set  forth  in  this  Agreement or the other
     Documents  or  any  instrument,  certificate  or  agreement entered into or
     delivered by the Company pursuant to this Agreement or the other Documents;
3.   the purchase of the Debenture, the conversion of the Debenture, the payment
     of  interest  on  the  Debenture,  the  issuance of the Warrant Shares, the
     consummation  of  the  transactions  contemplated by this Agreement and the
     other  Documents,  the  use of any of the proceeds of the Purchase Price by
     the Company, the purchase or ownership of any or all of the Securities, the
     performance by the parties hereto of their respective obligations hereunder
     and  under  the  Documents  or  any  claim,  litigation,  investigation,
     proceedings  or  governmental  action  relating  to  any  of the foregoing,
     whether  or  not  Buyer  is  a  party  thereto;  or
4.   resales  of  the Common Stock by Buyer in the manner and as contemplated by
     this  Agreement  and  the  Registration  Rights  Agreement.

C.     Buyer  hereby  agrees  to  indemnify  and  hold harmless the Company, its
Affiliates  and  their  respective  officers,  directors,  partners  and members
(collectively,  the  "COMPANY INDEMNITEES") from and against any and all Losses,
and  agrees  to reimburse the Company Indemnitees for all out-of-pocket expenses
(including  the  fees  and  expenses of legal counsel), in each case promptly as
incurred  by  the  Company  Indemnitees  and  to the extent arising out of or in
connection  with:

1.   any  misrepresentation,  omission  of  fact  or  breach  of  any of Buyer's
     representations  or  warranties  contained  in  this Agreement or the other
     Documents,  or  the annexes, schedules or exhibits hereto or thereto or any
     instrument,  agreement  or  certificate  entered into or delivered by Buyer
     pursuant  to  this  Agreement  or  the  other  Documents;  or
2.   any  failure  by  Buyer  to  perform  in  any  material  respect any of its
     covenants,  agreements,  undertakings  or  obligations  set  forth  in this
     Agreement  or  the  other  Documents  or  any  instrument,  certificate  or
     agreement  entered into or delivered by Buyer pursuant to this Agreement or
     the  other  Documents.

D.     Promptly  after  receipt  by  either party hereto seeking indemnification
pursuant  to  this  Article IX (an "INDEMNIFIED PARTY") of written notice of any
investigation,  claim,  proceeding  or  other  action  in  respect  of  which
indemnification  is  being  sought  (each,  a  "CLAIM"),  the  Indemnified Party
promptly  shall  notify  the party against whom indemnification pursuant to this
Article  IX  is  being  sought  (the  "INDEMNIFYING  PARTY") of the commencement
thereof,  but the omission so to notify the Indemnifying Party shall not relieve
it from any liability that it otherwise may have to the Indemnified Party except
to  the extent that the Indemnifying Party is materially prejudiced and forfeits
substantive rights or defenses by reason of such failure. In connection with any
Claim  as  to  which  both  the Indemnifying Party and the Indemnified Party are
parties, the Indemnifying Party shall be entitled to assume the defense thereof.
Notwithstanding  the  assumption of the defense of any Claim by the Indemnifying
Party,  the  Indemnified  Party  shall  have  the right to employ separate legal
counsel  and  to  participate in the defense of such Claim, and the Indemnifying
Party  shall  bear the reasonable fees, out-of-pocket costs and expenses of such
separate  legal  counsel  to  the  Indemnified  Party  if (and only if): (x) the
Indemnifying  Party  shall have agreed to pay such fees, out-of-pocket costs and
expenses,  (y) the Indemnified Party and the Indemnifying Party reasonably shall
have concluded that representation of the Indemnified Party and the Indemnifying
Party  by  the  same legal counsel would not be appropriate due to actual or, as
reasonably  determined  by  legal  counsel to the Indemnified Party, potentially
differing  interests  between such parties in the conduct of the defense of such
Claim, or if there may be legal defenses available to the Indemnified Party that
are  in  addition to or disparate from those available to the Indemnifying Party
or  (z)  the  Indemnifying  Party  shall  have  failed  to  employ legal counsel
reasonably  satisfactory  to the Indemnified Party within a reasonable period of
time  after  notice  of the commencement of such Claim. If the Indemnified Party
employs  separate  legal  counsel  in  circumstances  other than as described in
clauses  (x),  (y)  or  (z)  above,  the  fees, costs and expenses of such legal
counsel  shall be borne exclusively by the Indemnified Party. Except as provided
above,  the  Indemnifying  Party  shall not, in connection with any Claim in the
same  jurisdiction, be liable for the fees and expenses of more than one firm of
legal  counsel  for  the  Indemnified  Party  (together  with  appropriate local
counsel). The Indemnifying Party shall not, without the prior written consent of
the Indemnified Party (which consent shall not unreasonably be withheld), settle
or  compromise  any  Claim or consent to the entry of any judgment that does not
include  an  unconditional release of the Indemnified Party from all liabilities
with  respect  to  such  Claim  or  judgment.

E.     In  the event one party hereunder should have a claim for indemnification
that  does  not  involve  a claim or demand being asserted by a third party, the
Indemnified  Party  promptly  shall  deliver  notice  of  such  claim  to  the
Indemnifying  Party.  If  the Indemnified Party disputes the claim, such dispute
shall  be  resolved  by  mutual  agreement  of  the  Indemnified  Party  and the
Indemnifying  Party  or  by binding arbitration conducted in accordance with the
procedures  and rules of the American Arbitration Association. Judgment upon any
award  rendered  by any arbitrators may be entered in any court having competent
jurisdiction  thereof.

X.     GOVERNING  LAW

     This  Agreement shall be governed by and interpreted in accordance with the
laws  of  the  State  of  California,  without  regard  to  the conflicts of law
principles  of  such  state.

XI.    SUBMISSION  TO  JURISDICTION

     Each  of  the  parties hereto consents to the exclusive jurisdiction of the
federal  courts  whose  districts encompass any part of the City of San Diego or
the  state courts of the State of California sitting in the City of San Diego in
connection  with  any  dispute  arising  under  this  Agreement  and  the  other
Documents.  Each  party hereto hereby irrevocably and unconditionally waives, to
the  fullest  extent  it  may  effectively do so, any defense of an inconvenient
forum  or  improper venue to the maintenance of such action or proceeding in any
such court and any right of jurisdiction on account of its place of residence or
domicile.  Each  party  hereto  irrevocably  and unconditionally consents to the
service  of  any and all process in any such action or proceeding in such courts
by the mailing of copies of such process by registered or certified mail (return
receipt  requested),  postage prepaid, at its address specified in Article XVII.
Each  party hereto agrees that a final judgment in any such action or proceeding
shall  be  conclusive  and may be enforced in other jurisdictions by suit on the
judgment  or  in  any  other  manner  provided  by  law.

XII.   WAIVER  OF  JURY  TRIAL

     TO  THE  FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO HEREBY
KNOWINGLY,  VOLUNTARILY AND INTENTIONALLY WAIVES ITS RESPECTIVE RIGHTS TO A JURY
TRIAL  OF  ANY  CLAIM  OR  CAUSE  OF  ACTION  BASED  UPON OR ARISING OUT OF THIS
AGREEMENT  OR  ANY  OTHER  DOCUMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE
SUBJECT  MATTER  OF  THIS  AGREEMENT AND OTHER DOCUMENTS.  EACH PARTY HERETO (I)
CERTIFIES  THAT NEITHER OF THEIR RESPECTIVE REPRESENTATIVES, AGENTS OR ATTORNEYS
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT
OF  LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (II) ACKNOWLEDGES THAT
IT  HAS  BEEN  INDUCED  TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE
MUTUAL  WAIVERS  AND  CERTIFICATIONS  HEREIN.

XIII.  COUNTERPARTS;  EXECUTION

     This  Agreement  may  be  executed  in  counterparts, each of which when so
executed  and  delivered  shall  be  an original, but both of which counterparts
shall together constitute one and the same instrument.  A facsimile transmission
of  this  signed  Agreement  shall  be legal and binding on both parties hereto.

XIV.   HEADINGS

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

XV.    SEVERABILITY

     In  the event any one or more of the provisions contained in this Agreement
or  in  the  other Documents should be held invalid, illegal or unenforceable in
any  respect,  the  validity,  legality  and  enforceability  of  the  remaining
provisions  contained  herein  or  therein  shall  not in any way be affected or
impaired  thereby.  The  parties  shall  endeavor  in good-faith negotiations to
replace  the invalid, illegal or unenforceable provisions with valid provisions,
the  economic effect of which comes as close as possible to that of the invalid,
illegal  or  unenforceable  provisions.

XVI.   ENTIRE  AGREEMENT;  REMEDIES,  AMENDMENTS  AND  WAIVERS

     This  Agreement  and  the Documents constitute the entire agreement between
the  parties  hereto  pertaining  to the subject matter hereof and supersede all
prior  agreements, understandings, negotiations and discussions, whether oral or
written,  of  such  parties.  No  supplement,  modification  or  waiver  of this
Agreement  shall  be  binding  unless  executed  in writing by both parties.  No
waiver  of  any  of  the  provisions  of this Agreement shall be deemed or shall
constitute  a waiver of any other provision hereof (whether or not similar), nor
shall  such  waiver  constitute  a  continuing waiver unless otherwise expressly
provided.

XVII.  NOTICES

     Except  as  may  be  otherwise  provided  herein,  any  notice  or  other
communication  or  delivery  required or permitted hereunder shall be in writing
and  shall  be  delivered  personally,  or  sent  by  telecopier machine or by a
nationally  recognized overnight courier service, and shall be deemed given when
so  delivered  personally, or by telecopier machine or overnight courier service
as  follows:

A.     if  to  the  Company,  to:

Invicta  Group  Inc.
9553  Harding  Avenue,  Suite  301
Miami,  FL  33154
Telephone:     305-866-6525
Facsimile:

B.     if  to  Buyer,  to:

Golden Gate Investors, Inc.
7817 Herschel Avenue, Suite 200
La Jolla, California 92037
Telephone:     858-551-8789
Facsimile:     858-551-8779

     The  Company  or  Buyer  may  change  the foregoing address by notice given
pursuant  to  this  Article  XVII.

XVIII. CONFIDENTIALITY

     Each  of  the  Company  and  Buyer  agrees  to keep confidential and not to
disclose  to  or  use  for  the  benefit  of  any  third party the terms of this
Agreement  or  any  other  information  which at any time is communicated by the
other  party  as  being  confidential  without the prior written approval of the
other  party;  provide,  however,  that  this  provision  shall  not  apply  to
information  which,  at  the  time  of disclosure, is already part of the public
domain (except by breach of this Agreement) and information which is required to
be  disclosed by law (including, without limitation, pursuant to Item 601(b)(10)
of  Regulation  S-K  under  the  Securities  Act  and  the  Exchange  Act).

XIX.   ASSIGNMENT

     This  Agreement  shall  not  be  assignable by either of the parties hereto
prior  to  the Closing without the prior written consent of the other party, and
any  attempted  assignment  contrary  to the provisions hereby shall be null and
void;  provided,  however,  that  Buyer  may  assign  its rights and obligations
hereunder,  in  whole  or  in  part,  to  any  affiliate  of  Buyer.


IN  WITNESS  WHEREOF,  the  parties hereto have duly caused this Agreement to be
executed  and  delivered  on  the  date  first  above  written.


Invicta Group Inc.                              Golden Gate Investors, Inc.


By:    _______________________                  By:    _________________________

Title: _______________________                  Title: _________________________

<PAGE>


                                 SCHEDULE III.L.
                               REGISTRATION RIGHTS
     Name