Exhibit 10.1









                          XSTREAM BEVERAGE GROUP, INC.

                          SECURITIES PURCHASE AGREEMENT

                                  MAY 14, 2004





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                                TABLE OF CONTENTS
                                                                                                                  PAGE

<S>                                                                                                             <C>
1.       Agreement to Sell and Purchase..........................................................................1
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2.       Fees and Warrant........................................................................................1
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3.       Closing, Delivery and Payment...........................................................................2
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         3.1        Closing.......................................................................................2
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         3.2        Delivery......................................................................................2
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4.       Representations and Warranties of the Company...........................................................3
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         4.1        Organization, Good Standing and Qualification.................................................3
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         4.2        Subsidiaries..................................................................................3
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         4.3        Capitalization; Voting Rights.................................................................4
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         4.4        Authorization; Binding Obligations............................................................5
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         4.5        Liabilities...................................................................................5
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         4.6        Agreements; Action............................................................................5
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         4.7        Obligations to Related Parties................................................................6
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         4.8        Changes.......................................................................................7
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         4.9        Title to Properties and Assets; Liens, Etc....................................................8
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         4.10       Intellectual Property.........................................................................8
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         4.11       Compliance with Other Instruments.............................................................9
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         4.12       Litigation....................................................................................9
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         4.13       Tax Returns and Payments......................................................................9
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         4.14       Employees....................................................................................10
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         4.15       Registration Rights and Voting Rights........................................................10
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         4.16       Compliance with Laws; Permits................................................................11
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         4.17       Environmental and Safety Laws................................................................11
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         4.18       Valid Offering...............................................................................11
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         4.19       Full Disclosure..............................................................................12
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         4.20       Insurance....................................................................................12
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         4.21       SEC Reports..................................................................................12
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         4.22       Listing......................................................................................12
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         4.23       No Integrated Offering.......................................................................13
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         4.24       Stop Transfer................................................................................13
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         4.25       Dilution.....................................................................................13
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         4.26       Patriot Act..................................................................................12

5.       Representations and Warranties of the Purchaser.........................................................14
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         5.1        No Shorting..................................................................................14
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         5.2        Requisite Power and Authority................................................................14
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         5.3        Investment Representations...................................................................14
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         5.4        Purchaser Bears Economic Risk................................................................15
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         5.5        Acquisition for Own Account..................................................................15
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         5.6        Purchaser Can Protect Its Interest...........................................................15
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         5.7        Accredited Investor..........................................................................15
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         5.8        Legends......................................................................................15
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                                       i
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<S>                                                                                                             <C>
6.       Covenants of the Company................................................................................16
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         6.1        Stop-Orders..................................................................................16
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         6.2        Listing......................................................................................17
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         6.3        Market Regulations...........................................................................17
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         6.4        Reporting Requirements.......................................................................17
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         6.5        Use of Funds.................................................................................17
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         6.6        Access to Facilities.........................................................................17
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         6.7        Taxes........................................................................................18
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         6.8        Insurance....................................................................................18
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         6.9        Intellectual Property........................................................................19
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         6.10       Properties...................................................................................19
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         6.11       Confidentiality..............................................................................20
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         6.12       Required Approvals...........................................................................20
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         6.13       Reissuance of Securities.....................................................................21
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         6.14       Opinion......................................................................................21
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         6.15       Margin Stock.......................................................... ......................19
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         6.16       Restricted Cash Disclosure............................................. .....................19
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7.       Covenants of the Purchaser..............................................................................22
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         7.1        Confidentiality..............................................................................22
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         7.2        Non-Public Information.......................................................................22
                    ----------------------

8.       Covenants of the Company and Purchaser Regarding Indemnification........................................22
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         8.1        Company Indemnification......................................................................22
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         8.2        Purchaser's Indemnification..................................................................23
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         8.3        Procedures...................................................................................23
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9.       Conversion of Convertible Note..........................................................................23
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         9.1        Mechanics of Conversion......................................................................23
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10.      Registration Rights.....................................................................................24
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         10.1       Registration Rights Granted..................................................................24
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         10.2       Offering Restrictions........................................................................25
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11.      Miscellaneous...........................................................................................25
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         11.1       Governing Law................................................................................25
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         11.2       Survival.....................................................................................25
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         11.3       Successors...................................................................................26
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         11.4       Entire Agreement.............................................................................26
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         11.5       Severability.................................................................................26
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         11.6       Amendment and Waiver.........................................................................26
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         11.7       Delays or Omissions..........................................................................26
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         11.8       Notices......................................................................................26
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         11.9       Attorneys' Fees..............................................................................28
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         11.10      Titles and Subtitles.........................................................................28
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         11.11      Facsimile Signatures; Counterparts...........................................................28
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         11.12      Broker's Fees................................................................................28
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         11.13      Construction.................................................................................28
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                                       II
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                                LIST OF EXHIBITS
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<S>                                                                                                      <C>
Form of Convertible Term Note.......................................................................     Exhibit A
Form of Warrant.....................................................................................     Exhibit B
Form of Opinion.....................................................................................     Exhibit C
Form of Escrow Agreement............................................................................     Exhibit D
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                                      III

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                          SECURITIES PURCHASE AGREEMENT

         THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is made and
entered into as of May 14, 2004, by and between XSTREAM BEVERAGE GROUP, INC., a
Nevada corporation (the "Company"), and Laurus Master Fund, Ltd., a Cayman
Islands company (the "Purchaser").

                                    RECITALS

         WHEREAS, the Company has authorized the sale to the Purchaser of a
Convertible Term Note in the aggregate principal amount of Three Million Dollars
($3,000,000) (the "Note"), which Note is convertible into shares of the
Company's common stock, $0.001 par value per share (the "Common Stock") at (x)
in the case of Tranche A (as defined in the Note) an initial fixed conversion
price of $0.23 per share of Common Stock (the "Tranche A Fixed Conversion
Price") and (y) in the case of Tranche B (as defined in the Note) an initial
fixed conversion price of $0.26 per share of Common Stock (the "Tranche B Fixed
Conversion Price") ;

         WHEREAS, the Company wishes to issue a warrant to the Purchaser to
purchase up to 4,500,000 shares of the Company's Common Stock (subject to
adjustment as set forth therein) in connection with Purchaser's purchase of the
Note;

         WHEREAS, Purchaser desires to purchase the Note and the Warrant (as
defined in Section 2) on the terms and conditions set forth herein; and

         WHEREAS, the Company desires to issue and sell the Note and Warrant to
Purchaser on the terms and conditions set forth herein.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual promises, representations, warranties and covenants hereinafter set forth
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

         1. Agreement to Sell and Purchase. Pursuant to the terms and conditions
set forth in this Agreement, on the Closing Date (as defined in Section 3), the
Company agrees to sell to the Purchaser, and the Purchaser hereby agrees to
purchase from the Company, a Note in the aggregate principal amount of
$3,000,000 convertible in accordance with the terms thereof into shares of the
Company's Common Stock in accordance with the terms of the Note and this
Agreement. The Note purchased on the Closing Date shall be known as the
"Offering." A form of the Note is annexed hereto as Exhibit A. The Note will
mature on the Maturity Date (as defined in the Note). Collectively, the Note and
Warrant and Common Stock issuable in payment of the Note, upon conversion of the
Note and upon exercise of the Warrant are referred to as the "Securities."

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         2. Fees and Warrant. On the Closing Date:

                  (a) The Company will issue and deliver to the Purchaser a
         Warrant to purchase up to 4,500,000 shares of Common Stock in
         connection with the Offering (the "Warrant") pursuant to Section 1
         hereof. The Warrant must be delivered on the Closing Date. A form of
         Warrant is annexed hereto as Exhibit B. All the representations,
         covenants, warranties, undertakings, and indemnification, and other
         rights made or granted to or for the benefit of the Purchaser by the
         Company are hereby also made and granted in respect of the Warrant and
         shares of the Company's Common Stock issuable upon exercise of the
         Warrant (the "Warrant Shares").

                  (b) Subject to the terms of Section 2(d) below, the Company
         shall pay to Laurus Capital Management, LLC, the manager of the
         Purchaser, a closing payment in an amount equal to three and one-half
         percent (3.50%) of the aggregate principal amount of the Note. The
         foregoing fee is referred to herein as the "Closing Payment."

                  (c) The Company shall reimburse the Purchaser for its
         reasonable expenses for services rendered to the Purchaser in the
         preparation and negotiation of this Agreement and the Related
         Agreements (as hereinafter defined), and expenses incurred in
         connection with the Purchaser's due diligence review of the Company and
         its Subsidiaries (as defined in Section 6.8) and all related matters.
         Amounts required to be paid under this Section 2(c) will be paid on the
         Closing Date and shall be $39,500 for theexpenses incurred pursuant to
         this clause (c).

                  (d) The Closing Payment, and the expenses referred to in the
         preceding clause (c) (net of deposits previously paid by the Company)
         shall be paid at closing out of funds held pursuant to a Funds Escrow
         Agreement of even date herewith among the Company, Purchaser, and an
         Escrow Agent (the "Funds Escrow Agreement") and a disbursement letter
         (the "Disbursement Letter").

3.       Closing, Delivery and Payment.



                  3.1 Closing. Subject to the terms and conditions herein, the
closing of the transactions contemplated hereby (the "Closing"), shall take
place on the date hereof, at such time or place as the Company and Purchaser may
mutually agree (such date is hereinafter referred to as the "Closing Date").

                  3.2 Delivery. Pursuant to the Funds Escrow Agreement in the
form attached hereto as Exhibit C, at the Closing on the Closing Date, the
Company will deliver to the Purchaser, among other things, a Note in the form
attached as Exhibit A representing the aggregate principal amount of $3,000,000
and a Warrant in the form attached as Exhibit B in the Purchaser's name
representing 4,500,000 Warrant Shares and the Purchaser will deliver to the
Company, among other things, the amounts set forth in the Disbursement Letter by
certified funds or wire transfer (it being understood that $2,450,000 of the
proceeds of the Note will be deposited in the Restricted Account (as defined in
the Restricted Account Agreement referred to below)).

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         4. Representations and Warranties of the Company. The Company hereby
represents and warrants to the Purchaser as follows (which representations and
warranties are supplemented by the Company's filings under the Securities
Exchange Act of 1934 (collectively, the "Exchange Act Filings"), copies of which
have been provided to the Purchaser):

                  4.1 Organization, Good Standing and Qualification. Each of the
Company and each of its Subsidiaries is a corporation, partnership or limited
liability company, as the case may be, duly organized, validly existing and in
good standing under the laws of its jurisdiction of organization. Each of the
Company and each of its Subsidiaries has the corporate power and authority to
own and operate its properties and assets, to execute and deliver (i) this
Agreement, (ii) the Note and the Warrant to be issued in connection with this
Agreement, (iii) the Master Security Agreement dated as of the date hereof
between the Company, certain Subsidiaries of the Company and the Purchaser (as
amended, modified or supplemented from time to time, the "Master Security
Agreement"), (iv) the Registration Rights Agreement relating to the Securities
dated as of the date hereof between the Company and the Purchaser, (v) the
Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of
the Company (as amended, modified or supplemented from time to time, the
"Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date
hereof among the Company, certain Subsidiaries of the Company and the Purchaser
(as amended, modified or supplemented from time to time, the "Stock Pledge
Agreement"), (vii) the Escrow Agreement dated as of the date hereof among the
Company, the Purchaser and the escrow agent referred to therein, (viii) the
Restricted Account Agreement dated as of the date hereof among the Company, the
Purchaser and North Fork Bank (including the side letter related thereto, the
"Restricted Account Agreement") and (ix) all other agreements related to this
Agreement and the Note and referred to herein (the preceding clauses (ii)
through (ix), collectively, the "Related Agreements"), to issue and sell the
Note and the shares of Common Stock issuable upon conversion of the Note (the
"Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to
carry out the provisions of this Agreement and the Related Agreements and to
carry on its business as presently conducted. Each of the Company and each of
its Subsidiaries is duly qualified and is authorized to do business and is in
good standing as a foreign corporation, partnership or limited liability
company, as the case may be, in all jurisdictions in which the nature of its
activities and of its properties (both owned and leased) makes such
qualification necessary, except for those jurisdictions in which failure to do
so has not, or could not reasonably be expected to have, individually or in the
aggregate, a material adverse effect on the business, assets, liabilities,
condition (financial or otherwise), properties, operations or prospects of the
Company and it Subsidiaries, taken individually and as a whole (a "Material
Adverse Effect").

                  4.2 Subsidiaries. Each direct and indirect Subsidiary of the
Company, the direct owner of such Subsidiary and its percentage ownership
thereof, is set forth on Schedule 4.2. For the purpose of this Agreement, a
"Subsidiary" of any person or entity means (i) a corporation or other entity
whose shares of stock or other ownership interests having ordinary voting power
(other than stock or other ownership interests having such power only by reason
of the happening of a contingency) to elect a majority of the directors of such
corporation, or other persons or entities performing similar functions for such
person or entity, are owned, directly or indirectly, by such person or entity or
(ii) a corporation or other entity in which such person or entity owns, directly
or indirectly, more than 50% of the equity interests at such time.

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                  4.3 Capitalization; Voting Rights.

                  (a) The authorized capital stock of the Company, at the time
         of Closing or immediately thereafter, will consist of 110,000,000
         shares, of which 100,000,000 are shares of Common Stock, par value
         $0.001 per share, 42,376,618 shares of which are issued and outstanding
         , and 10,000,000 are shares of preferred stock, par value $0.001 per
         share of which 200,000 shares of preferred stock are issued and
         outstanding. The authorized capital stock of each Subsidiary of the
         Company is set forth on Schedule 4.3.

                  (b) Except as disclosed on Schedule 4.3, or in the Exchange
         Act Filings, other than: (i) the shares reserved for issuance under the
         Company's stock option plans; and (ii) shares which may be granted
         pursuant to this Agreement and the Related Agreements, there are no
         outstanding options, warrants, rights (including conversion or
         preemptive rights and rights of first refusal), proxy or stockholder
         agreements, or arrangements or agreements of any kind for the purchase
         or acquisition from the Company of any of its securities. Except as
         disclosed on Schedule 4.3, neither the offer, issuance or sale of any
         of the Note or the Warrant, or the issuance of any of the Note Shares
         or Warrant Shares, nor the consummation of any transaction contemplated
         hereby will result in a change in the price or number of any securities
         of the Company outstanding, under anti-dilution or other similar
         provisions contained in or affecting any such securities.

                  (c) All issued and outstanding shares of the Company's Common
         Stock: (i) have been duly authorized and validly issued and are fully
         paid and nonassessable; and (ii) were issued in compliance with all
         applicable state and federal laws concerning the issuance of
         securities.

                  (d) The rights, preferences, privileges and restrictions of
         the shares of the Common Stock are as stated in the Company's
         Certificate of Incorporation (the "Charter"). The Note Shares and
         Warrant Shares have been duly and validly reserved for issuance. When
         issued in compliance with the provisions of this Agreement and the
         Company's Charter, the Securities will be validly issued, fully paid
         and nonassessable, and will be free of any liens or encumbrances;
         provided, however, that the Securities may be subject to restrictions
         on transfer under state and/or federal securities laws as set forth
         herein or as otherwise required by such laws at the time a transfer is
         proposed.

                  4.4 Authorization; Binding Obligations. All corporate,
partnership or limited liability company, as the case may be, action on the part
of the Company and each of its Subsidiaries (including the respective officers
and directors) necessary for the authorization of this Agreement and the Related
Agreements, the performance of all obligations of the Company and its
Subsidiaries hereunder and under the other Related Agreements at the Closing
and, the authorization, sale, issuance and delivery of the Note and Warrant has
been taken or will be taken prior to the Closing. This Agreement and the other
Related Agreements, when executed and delivered and to the extent it is a party
thereto, will be valid and binding obligations of each of the Company and each
of its Subsidiaries, enforceable against each such person in accordance with
their terms, except:

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                  (a) as limited by applicable bankruptcy, insolvency,
         reorganization, moratorium or other laws of general application
         affecting enforcement of creditors' rights; and

                  (b) general principles of equity that restrict the
         availability of equitable or legal remedies.

The sale of the Note and the subsequent conversion of the Note into Note Shares
are not and will not be subject to any preemptive rights or rights of first
refusal that have not been properly waived or complied with. The issuance of the
Warrant and the subsequent exercise of the Warrant for Warrant Shares are not
and will not be subject to any preemptive rights or rights of first refusal that
have not been properly waived or complied with.

                  4.5 Liabilities. Neither the Company nor any of its
Subsidiaries has any contingent liabilities, except current liabilities incurred
in the ordinary course of business and liabilities disclosed in any Exchange Act
Filings.

                  4.6 Agreements; Action. Except as set forth on Schedule 4.6 or
as disclosed in any Exchange Act Filings:

                  (a) there are no agreements, understandings, instruments,
         contracts, proposed transactions, judgments, orders, writs or decrees
         to which the Company or any of its Subsidiaries is a party or by which
         it is bound which may involve: (i) obligations (contingent or
         otherwise) of, or payments to, the Company in excess of $50,000 (other
         than obligations of, or payments to, the Company arising from purchase
         or sale agreements entered into in the ordinary course of business); or
         (ii) the transfer or license of any patent, copyright, trade secret or
         other proprietary right to or from the Company (other than licenses
         arising from the purchase of "off the shelf" or other standard
         products); or (iii) provisions restricting the development, manufacture
         or distribution of the Company's products or services; or (iv)
         indemnification by the Company with respect to infringements of
         proprietary rights.

                  (b) Since December 31, 2003, neither the Company nor any of
         its Subsidiaries has: (i) declared or paid any dividends, or authorized
         or made any distribution upon or with respect to any class or series of
         its capital stock; (ii) incurred any indebtedness for money borrowed or
         any other liabilities (other than ordinary course obligations)
         individually in excess of $50,000 or, in the case of indebtedness
         and/or liabilities individually less than $50,000, in excess of
         $100,000 in the aggregate; (iii) made any loans or advances to any
         person not in excess, individually or in the aggregate, of $100,000,
         other than ordinary course advances for travel expenses; or (iv) sold,
         exchanged or otherwise disposed of any of its assets or rights, other
         than the sale of its inventory in the ordinary course of business.

                  (c) For the purposes of subsections (a) and (b) above, all
         indebtedness, liabilities, agreements, understandings, instruments,
         contracts and proposed transactions involving the same person or entity
         (including persons or entities the Company has reason to believe are
         affiliated therewith) shall be aggregated for the purpose of meeting
         the individual minimum dollar amounts of such subsections.

                                       5
<PAGE>

                  4.7 Obligations to Related Parties. Except as set forth on
Schedule 4.7 or in any Exchange Act Filings, there are no obligations of the
Company or any of its Subsidiaries to officers, directors, stockholders or
employees of the Company or any of its Subsidiaries other than:

                  (a) for payment of salary for services rendered and for bonus
         payments;

                  (b) reimbursement for reasonable expenses incurred on behalf
         of the Company and its Subsidiaries;

                  (c) for other standard employee benefits made generally
         available to all employees (including stock option agreements
         outstanding under any stock option plan approved by the Board of
         Directors of the Company); and

                  (d) obligations listed in the Company's financial statements
         or disclosed in any of its Exchange Act Filings.

Except as described above or set forth on Schedule 4.7, none of the officers,
directors or, to the best of the Company's knowledge, key employees or
stockholders of the Company or any members of their immediate families, are
indebted to the Company, individually or in the aggregate, in excess of $50,000
or have any direct or indirect ownership interest in any firm or corporation
with which the Company is affiliated or with which the Company has a business
relationship, or any firm or corporation which competes with the Company, other
than passive investments in publicly traded companies (representing less than
one percent (1%) of such company) which may compete with the Company. Except as
described above, no officer, director or stockholder, or any member of their
immediate families, is, directly or indirectly, interested in any material
contract with the Company and no agreements, understandings or proposed
transactions are contemplated between the Company and any such person. Except as
set forth on Schedule 4.7, the Company is not a guarantor or indemnitor of any
indebtedness of any other person, firm or corporation.

                  4.8 Changes. Since December 31, 2003, except as disclosed in
any Exchange Act Filing or in any Schedule to this Agreement or to any of the
Related Agreements, there has not been:

                  (a) any change in the business, assets, liabilities, condition
         (financial or otherwise), properties, operations or prospects of the
         Company or any of its Subsidiaries, which individually or in the
         aggregate has had, or could reasonably be expected to have,
         individually or in the aggregate, a Material Adverse Effect;

                  (b) any resignation or termination of any officer, key
         employee or group of employees of the Company or any of its
         Subsidiaries;

                                       6
<PAGE>

                  (c) any material change, except in the ordinary course of
         business, in the contingent obligations of the Company or any of its
         Subsidiaries by way of guaranty, endorsement, indemnity, warranty or
         otherwise;

                  (d) any damage, destruction or loss, whether or not covered by
         insurance, has had, or could reasonably be expected to have,
         individually or in the aggregate, a Material Adverse Effect;

                  (e) any waiver by the Company or any of its Subsidiaries of a
         valuable right or of a material debt owed to it;

                  (f) any direct or indirect loans made by the Company or any of
         its Subsidiaries to any stockholder, employee, officer or director of
         the Company or any of its Subsidiaries, other than advances made in the
         ordinary course of business;

                  (g) any material change in any compensation arrangement or
         agreement with any employee, officer, director or stockholder of the
         Company or any of its Subsidiaries;

                  (h) any declaration or payment of any dividend or other
         distribution of the assets of the Company or any of its Subsidiaries;

                  (i) any labor organization activity related to the Company or
         any of its Subsidiaries;

                  (j) any debt, obligation or liability incurred, assumed or
         guaranteed by the Company or any of its Subsidiaries, except those for
         immaterial amounts and for current liabilities incurred in the ordinary
         course of business;

                  (k) any sale, assignment or transfer of any patents,
         trademarks, copyrights, trade secrets or other intangible assets owned
         by the Company or any of its Subsidiaries;

                  (l) any change in any material agreement to which the Company
         or any of its Subsidiaries is a party or by which either the Company or
         any of its Subsidiaries is bound which either individually or in the
         aggregate has had, or could reasonably be expected to have,
         individually or in the aggregate, a Material Adverse Effect;

                  (m) any other event or condition of any character that, either
         individually or in the aggregate, has had, or could reasonably be
         expected to have, individually or in the aggregate, a Material Adverse
         Effect; or

                  (n) any arrangement or commitment by the Company or any of its
         Subsidiaries to do any of the acts described in subsection (a) through
         (m) above.

                  4.9 Title to Properties and Assets; Liens, Etc. Except as set
forth on Schedule 4.9, each of the Company and each of its Subsidiaries has good
and marketable title to its properties and assets, and good title to its
leasehold estates, in each case subject to no mortgage, pledge, lien, lease,
encumbrance or charge, other than:

                                       7
<PAGE>

                  (a) those resulting from taxes which have not yet become
         delinquent;

                  (b) minor liens and encumbrances which do not materially
         detract from the value of the property subject thereto or materially
         impair the operations of the Company or any of its Subsidiaries; and

                  (c) those that have otherwise arisen in the ordinary course of
         business.

All facilities, machinery, equipment, fixtures, vehicles and other properties
owned, leased or used by the Company and its Subsidiaries are in good operating
condition and repair and are reasonably fit and usable for the purposes for
which they are being used. Except as set forth on Schedule 4.9, the Company and
its Subsidiaries are in compliance with all material terms of each lease to
which it is a party or is otherwise bound.

                  4.10 Intellectual Property.

                  (a) Each of the Company and each of its Subsidiaries owns or
         possesses sufficient legal rights to all patents, trademarks, service
         marks, trade names, copyrights, trade secrets, licenses, information
         and other proprietary rights and processes necessary for its business
         as now conducted and to the Company's knowledge, as presently proposed
         to be conducted (the "Intellectual Property"), without any known
         infringement of the rights of others. There are no outstanding options,
         licenses or agreements of any kind relating to the foregoing
         proprietary rights, nor is the Company or any of its Subsidiaries bound
         by or a party to any options, licenses or agreements of any kind with
         respect to the patents, trademarks, service marks, trade names,
         copyrights, trade secrets, licenses, information and other proprietary
         rights and processes of any other person or entity other than such
         licenses or agreements arising from the purchase of "off the shelf" or
         standard products.

                  (b) Neither the Company nor any of its Subsidiaries has
         received any communications alleging that the Company or any of its
         Subsidiaries has violated any of the patents, trademarks, service
         marks, trade names, copyrights or trade secrets or other proprietary
         rights of any other person or entity, nor is the Company or any of its
         Subsidiaries aware of any basis therefor.

                  (c) The Company does not believe it is or will be necessary to
         utilize any inventions, trade secrets or proprietary information of any
         of its employees made prior to their employment by the Company or any
         of its Subsidiaries, except for inventions, trade secrets or
         proprietary information that have been rightfully assigned to the
         Company or any of its Subsidiaries.

                  4.11 Compliance with Other Instruments. Neither the Company
nor any of its Subsidiaries is in violation or default of (x) any term of its
Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage,
indenture, contract, agreement or instrument to which it is party or by which it
is bound or of any judgment, decree, order or writ, which violation or default,
in the case of this clause (y), has had, or could reasonably be expected to
have, either individually or in the aggregate, a Material Adverse Effect. The
execution, delivery and performance of and compliance with this Agreement and
the Related Agreements to which it is a party, and the issuance and sale of the


                                       8
<PAGE>

Note by the Company and the other Securities by the Company each pursuant hereto
and thereto, will not, with or without the passage of time or giving of notice,
result in any such material violation, or be in conflict with or constitute a
default under any such term or provision, or result in the creation of any
mortgage, pledge, lien, encumbrance or charge upon any of the properties or
assets of the Company or any of its Subsidiaries or the suspension, revocation,
impairment, forfeiture or nonrenewal of any permit, license, authorization or
approval applicable to the Company, its business or operations or any of its
assets or properties.

                  4.12 Litigation. Except as set forth on Schedule 4.12 hereto,
there is no action, suit, proceeding or investigation pending or, to the
Company's knowledge, currently threatened against the Company or any of its
Subsidiaries that prevents the Company or any of its Subsidiaries from entering
into this Agreement or the other Related Agreements, or from consummating the
transactions contemplated hereby or thereby, or which has had, or could
reasonably be expected to have, either individually or in the aggregate, a
Material Adverse Effect or any change in the current equity ownership of the
Company or any of its Subsidiaries, nor is the Company aware that there is any
basis to assert any of the foregoing. Neither the Company nor any of its
Subsidiaries is a party or subject to the provisions of any order, writ,
injunction, judgment or decree of any court or government agency or
instrumentality. There is no action, suit, proceeding or investigation by the
Company or any of its Subsidiaries currently pending or which the Company or any
of its Subsidiaries intends to initiate.

                  4.13 Tax Returns and Payments. Each of the Company and each of
its Subsidiaries has timely filed all tax returns (federal, state and local)
required to be filed by it. All taxes shown to be due and payable on such
returns, any assessments imposed, and all other taxes due and payable by the
Company or any of its Subsidiaries on or before the Closing, have been paid or
will be paid prior to the time they become delinquent. Except as set forth on
Schedule 4.13, neither the Company nor any of its Subsidiaries has been advised:

                  (a) that any of its returns, federal, state or other, have
         been or are being audited as of the date hereof; or

                  (b) of any deficiency in assessment or proposed judgment to
         its federal, state or other taxes.

The Company has no knowledge of any liability of any tax to be imposed upon its
properties or assets as of the date of this Agreement that is not adequately
provided for.

                  4.14 Employees. Except as set forth on Schedule 4.14, or in
any Exchange Act Filings, neither the Company nor any of its Subsidiaries has
any collective bargaining agreements with any of its employees. There is no
labor union organizing activity pending or, to the Company's knowledge,
threatened with respect to the Company or any of its Subsidiaries. Except as
disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company
nor any of its Subsidiaries is a party to or bound by any currently effective
employment contract, deferred compensation arrangement, bonus plan, incentive


                                       9
<PAGE>

plan, profit sharing plan, retirement agreement or other employee compensation
plan or agreement. To the Company's knowledge, no employee of the Company or any
of its Subsidiaries, nor any consultant with whom the Company or any of its
Subsidiaries has contracted, is in violation of any term of any employment
contract, proprietary information agreement or any other agreement relating to
the right of any such individual to be employed by, or to contract with, the
Company or any of its Subsidiaries because of the nature of the business to be
conducted by the Company or any of its Subsidiaries; and to the Company's
knowledge the continued employment by the Company or any of its Subsidiaries of
its present employees, and the performance of the Company's and its
Subsidiaries' contracts with its independent contractors, will not result in any
such violation. Neither the Company nor any of its Subsidiaries is aware that
any of its employees is obligated under any contract (including licenses,
covenants or commitments of any nature) or other agreement, or subject to any
judgment, decree or order of any court or administrative agency, that would
interfere with their duties to the Company or any of its Subsidiaries. Neither
the Company nor any of its Subsidiaries has received any notice alleging that
any such violation has occurred. Except for employees who have a current
effective employment agreement with the Company or any of its Subsidiaries, no
employee of the Company or any of its Subsidiaries has been granted the right to
continued employment by the Company or any of its Subsidiaries or to any
material compensation following termination of employment with the Company or
any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is
not aware that any officer, key employee or group of employees intends to
terminate his, her or their employment with the Company or any of its
Subsidiaries, nor does the Company or any of its Subsidiaries have a present
intention to terminate the employment of any officer, key employee or group of
employees.

                  4.15 Registration Rights and Voting Rights. Except as set
forth on Schedule 4.15 and except as disclosed in Exchange Act Filings, neither
the Company nor any of its Subsidiaries is presently under any obligation, and
neither the Company nor any of its Subsidiaries has granted any rights, to
register any of the Company's or its Subsidiaries' presently outstanding
securities or any of its securities that may hereafter be issued. Except as set
forth on Schedule 4.15 and except as disclosed in Exchange Act Filings, to the
Company's knowledge, no stockholder of the Company or any of its Subsidiaries
has entered into any agreement with respect to the voting of equity securities
of the Company or any of its Subsidiaries.

                  4.16 Compliance with Laws; Permits. Neither the Company nor
any of its Subsidiaries is in violation of any applicable statute, rule,
regulation, order or restriction of any domestic or foreign government or any
instrumentality or agency thereof in respect of the conduct of its business or
the ownership of its properties which has had, or could reasonably be expected
to have, either individually or in the aggregate, a Material Adverse Effect. No
governmental orders, permissions, consents, approvals or authorizations are
required to be obtained and no registrations or declarations are required to be
filed in connection with the execution and delivery of this Agreement or any
other Related Agreement and the issuance of any of the Securities, except such
as has been duly and validly obtained or filed, or with respect to any filings
that must be made after the Closing, as will be filed in a timely manner. Each
of the Company and its Subsidiaries has all material franchises, permits,
licenses and any similar authority necessary for the conduct of its business as
now being conducted by it, the lack of which could, either individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect.

                                       10
<PAGE>

                  4.17 Environmental and Safety Laws. Neither the Company nor
any of its Subsidiaries is in violation of any applicable statute, law or
regulation relating to the environment or occupational health and safety, and to
its knowledge, no material expenditures are or will be required in order to
comply with any such existing statute, law or regulation. Except as set forth on
Schedule 4.17, no Hazardous Materials (as defined below) are used or have been
used, stored, or disposed of by the Company or any of its Subsidiaries or, to
the Company's knowledge, by any other person or entity on any property owned,
leased or used by the Company or any of its Subsidiaries. For the purposes of
the preceding sentence, "Hazardous Materials" shall mean:

                  (a) materials which are listed or otherwise defined as
         "hazardous" or "toxic" under any applicable local, state, federal
         and/or foreign laws and regulations that govern the existence and/or
         remedy of contamination on property, the protection of the environment
         from contamination, the control of hazardous wastes, or other
         activities involving hazardous substances, including building
         materials; or

                  (b) any petroleum products or nuclear materials.

                  4.18 Valid Offering. Assuming the accuracy of the
representations and warranties of the Purchaser contained in this Agreement, the
offer, sale and issuance of the Securities will be exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Securities Act"),
and will have been registered or qualified (or are exempt from registration and
qualification) under the registration, permit or qualification requirements of
all applicable state securities laws.

                  4.19 Full Disclosure. Each of the Company and each of its
Subsidiaries has provided the Purchaser with all information requested by the
Purchaser in connection with its decision to purchase the Note and Warrant,
including all information the Company and its Subsidiaries believe is reasonably
necessary to make such investment decision. Neither this Agreement, the Related
Agreements, the exhibits and schedules hereto and thereto nor any other document
delivered by the Company or any of its Subsidiaries to Purchaser or its
attorneys or agents in connection herewith or therewith or with the transactions
contemplated hereby or thereby, contain any untrue statement of a material fact
nor omit to state a material fact necessary in order to make the statements
contained herein or therein, in light of the circumstances in which they are
made, not misleading. Any financial projections and other estimates provided to
the Purchaser by the Company or any of its Subsidiaries were based on the
Company's and its Subsidiaries' experience in the industry and on assumptions of
fact and opinion as to future events which the Company or any of its
Subsidiaries, at the date of the issuance of such projections or estimates,
believed to be reasonable.

                  4.20 Insurance. Each of the Company and each of its
Subsidiaries has general commercial, product liability, fire and casualty
insurance policies with coverages which the Company believes are customary for
companies similarly situated to the Company and its Subsidiaries in the same or
similar business.

                                       11
<PAGE>

                  4.21 SEC Reports. Except as set forth on Schedule 4.21, the
Company has filed all proxy statements, reports and other documents required to
be filed by it under the Securities Exchange Act 1934, as amended (the "Exchange
Act"). The Company has furnished the Purchaser with copies of: (i) its Annual
Reports on Form 10-KSB for its fiscal year ended December 31, 2003, (ii) its
Quarterly Report on Form 10-QSB for its fiscal quarter ended September 30, 2003,
and (iii) the Form 8-K filings which it has made during the fiscal year 2004 to
date (collectively, the "SEC Reports"). Except as set forth on Schedule 4.21,
each SEC Report was, at the time of its filing, in substantial compliance with
the requirements of its respective form and none of the SEC Reports, nor the
financial statements (and the notes thereto) included in the SEC Reports, as of
their respective filing dates, contained any untrue statement of a material fact
or omitted to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading.

                  4.22 Listing. The Company's Common Stock is listed for trading
on the National Association of Securities Dealers Over the Counter Bulletin
Board ("NASD OTCBB") and satisfies all requirements for the continuation of such
trading. The Company has not received any notice that its Common Stock will not
be eligible to be traded on the NASD OTCBB or that its Common Stock does not
meet all requirements for such trading.

                  4.23 No Integrated Offering. Neither the Company, nor any of
its Subsidiaries or affiliates, nor any person acting on its or their behalf,
has directly or indirectly made any offers or sales of any security or solicited
any offers to buy any security under circumstances that would cause the offering
of the Securities pursuant to this Agreement or any of the Related Agreements to
be integrated with prior offerings by the Company for purposes of the Securities
Act which would prevent the Company from selling the Securities pursuant to Rule
506 under the Securities Act, or any applicable exchange-related stockholder
approval provisions, nor will the Company or any of its affiliates or
Subsidiaries take any action or steps that would cause the offering of the
Securities to be integrated with other offerings.

                  4.24 Stop Transfer. The Securities are restricted securities
as of the date of this Agreement. Neither the Company nor any of its
Subsidiaries will issue any stop transfer order or other order impeding the sale
and delivery of any of the Securities at such time as the Securities are
registered for public sale or an exemption from registration is available,
except as required by state and federal securities laws.

                  4.25 Dilution. The Company specifically acknowledges that its
obligation to issue the shares of Common Stock upon conversion of the Note and
exercise of the Warrant is binding upon the Company and enforceable regardless
of the dilution such issuance may have on the ownership interests of other
shareholders of the Company.

                  4.26 Patriot Act. The Company certifies that, to the best of
Company's knowledge, neither the Company nor any of its Subsidiaries has been
designated, and is not owned or controlled, by a "suspected terrorist" as
defined in Executive Order 13224. The Company hereby acknowledges that the
Purchaser seeks to comply with all applicable laws concerning money laundering
and related activities. In furtherance of those efforts, the Company hereby
represents, warrants and agrees that: (i) none of the cash or property that the
Company or any of its Subsidiaries will pay or will contribute to the Purchaser
has been or shall be derived from, or related to, any activity that is deemed


                                       12
<PAGE>

criminal under United States law; and (ii) no contribution or payment by the
Company or any of its Subsidiaries to the Purchaser, to the extent that they are
within the Company's and/or its Subsidiaries' control shall cause the Purchaser
to be in violation of the United States Bank Secrecy Act, the United States
International Money Laundering Control Act of 1986 or the United States
International Money Laundering Abatement and Anti-Terrorist Financing Act of
2001. The Company shall promptly notify the Purchaser if any of these
representations ceases to be true and accurate regarding the Company or any of
its Subsidiaries. The Company agrees to provide the Purchaser any additional
information regarding the Company or any of its Subsidiaries that the Purchaser
deems necessary or convenient to ensure compliance with all applicable laws
concerning money laundering and similar activities. The Company understands and
agrees that if at any time it is discovered that any of the foregoing
representations are incorrect, or if otherwise required by applicable law or
regulation related to money laundering similar activities, the Purchaser may
undertake appropriate actions to ensure compliance with applicable law or
regulation, including but not limited to segregation and/or redemption of the
Purchaser's investment in the Company. The Company further understands that the
Purchaser may release confidential information about the Company and its
Subsidiaries and, if applicable, any underlying beneficial owners, to proper
authorities if the Purchaser, in its sole discretion, determines that it is in
the best interests of the Purchaser in light of relevant rules and regulations
under the laws set forth in subsection (ii) above.

         5. Representations and Warranties of the Purchaser. The Purchaser
hereby represents and warrants to the Company as follows (such representations
and warranties do not lessen or obviate the representations and warranties of
the Company set forth in this Agreement):

                  5.1 No Shorting. The Purchaser or any of its affiliates and
investment partners has not, will not and will not cause any person or entity,
directly or indirectly, to engage in "short sales" of the Company's Common Stock
as long as the Note shall be outstanding.

                  5.2 Requisite Power and Authority. The Purchaser has all
necessary power and authority under all applicable provisions of law to execute
and deliver this Agreement and the Related Agreements and to carry out their
provisions. All corporate action on Purchaser's part required for the lawful
execution and delivery of this Agreement and the Related Agreements have been or
will be effectively taken prior to the Closing. Upon their execution and
delivery, this Agreement and the Related Agreements will be valid and binding
obligations of Purchaser, enforceable in accordance with their terms, except:

                  (a) as limited by applicable bankruptcy, insolvency,
         reorganization, moratorium or other laws of general application
         affecting enforcement of creditors' rights; and

                  (b) as limited by general principles of equity that restrict
         the availability of equitable and legal remedies.

                  5.3 Investment Representations. Purchaser understands that the
Securities are being offered and sold pursuant to an exemption from registration
contained in the Securities Act based in part upon Purchaser's representations
contained in the Agreement, including, without limitation, that the Purchaser is
an "accredited investor" within the meaning of Regulation D under the Securities
Act of 1933, as amended (the "Securities Act"). The Purchaser confirms that it
has received or has had full access to all the information it considers


                                       13
<PAGE>

necessary or appropriate to make an informed investment decision with respect to
the Note and the Warrant to be purchased by it under this Agreement and the Note
Shares and the Warrant Shares acquired by it upon the conversion of the Note and
the exercise of the Warrant, respectively. The Purchaser further confirms that
it has had an opportunity to ask questions and receive answers from the Company
regarding the Company's and its Subsidiaries' business, management and financial
affairs and the terms and conditions of the Offering, the Note, the Warrant and
the Securities and to obtain additional information (to the extent the Company
possessed such information or could acquire it without unreasonable effort or
expense) necessary to verify any information furnished to the Purchaser or to
which the Purchaser had access.

                  5.4 Purchaser Bears Economic Risk. The Purchaser has
substantial experience in evaluating and investing in private placement
transactions of securities in companies similar to the Company so that it is
capable of evaluating the merits and risks of its investment in the Company and
has the capacity to protect its own interests. The Purchaser must bear the
economic risk of this investment until the Securities are sold pursuant to: (i)
an effective registration statement under the Securities Act; or (ii) an
exemption from registration is available with respect to such sale.

                  5.5 Acquisition for Own Account. The Purchaser is acquiring
the Note and Warrant and the Note Shares and the Warrant Shares for the
Purchaser's own account for investment only, and not as a nominee or agent and
not with a view towards or for resale in connection with their distribution.

                  5.6 Purchaser Can Protect Its Interest. The Purchaser
represents that by reason of its, or of its management's, business and financial
experience, the Purchaser has the capacity to evaluate the merits and risks of
its investment in the Note, the Warrant and the Securities and to protect its
own interests in connection with the transactions contemplated in this Agreement
and the other Related Agreements. Further, Purchaser is aware of no publication
of any advertisement in connection with the transactions contemplated in the
Agreement or the Related Agreements.

                  5.7 Accredited Investor. Purchaser represents that it is an
accredited investor within the meaning of Regulation D under the Securities Act.

                  5.8 Legends.

                  (a) The Note shall bear substantially the following legend:

                  "THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF
                  THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
                  1933, AS AMENDED, OR ANY APPLICABLE, STATE SECURITIES LAWS.
                  THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF
                  THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
                  HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
                  STATEMENT AS TO THIS NOTE OR SUCH SHARES UNDER SAID ACT AND
                  APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL
                  REASONABLY SATISFACTORY TO XSTREAM BEVERAGE GROUP, INC. THAT
                  SUCH REGISTRATION IS NOT REQUIRED."

                                       14
<PAGE>

                  (b) The Note Shares and the Warrant Shares, if not issued by
         DWAC system (as hereinafter defined), shall bear a legend which shall
         be in substantially the following form until such shares are covered by
         an effective registration statement filed with the SEC:

                  "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
                  ANY APPLICABLE STATE SECURITIES LAWS. THESE SHARES MAY NOT BE
                  SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE
                  OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES
                  ACT AND APPLICABLE STATE LAWS OR AN OPINION OF COUNSEL
                  REASONABLY SATISFACTORY TO XSTREAM BEVERAGE NETWORK, INC. THAT
                  SUCH REGISTRATION IS NOT REQUIRED."

                  (c) The Warrant shall bear substantially the following legend:

                  "THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF
                  THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
                  OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
                  THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF
                  THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
                  HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
                  STATEMENT AS TO THIS WARRANT OR THE UNDERLYING SHARES OF
                  COMMON STOCK UNDER SAID ACT AND APPLICABLE STATE SECURITIES
                  LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
                  XSTREAM BEVERAGE GROUP, INC. THAT SUCH REGISTRATION IS NOT
                  REQUIRED."

         6. Covenants of the Company. The Company covenants and agrees with the
Purchaser as follows:

                  6.1 Stop-Orders. The Company will advise the Purchaser,
promptly after it receives notice of issuance by the Securities and Exchange
Commission (the "SEC"), any state securities commission or any other regulatory
authority of any stop order or of any order preventing or suspending any
offering of any securities of the Company, or of the suspension of the
qualification of the Common Stock of the Company for offering or sale in any
jurisdiction, or the initiation of any proceeding for any such purpose.

                                       15
<PAGE>

                  6.2 Listing. The Company shall promptly secure the listing of
the shares of Common Stock issuable upon conversion of the Note and upon the
exercise of the Warrant on the NASD OTCBB (the "Principal Market") upon which
shares of Common Stock are listed (subject to official notice of issuance) and
shall maintain such listing so long as any other shares of Common Stock shall be
so listed. The Company will maintain the listing of its Common Stock on the
Principal Market, and will comply in all material respects with the Company's
reporting, filing and other obligations under the bylaws or rules of the
National Association of Securities Dealers ("NASD") and such exchanges, as
applicable.

                  6.3 Market Regulations. The Company shall notify the SEC, NASD
and applicable state authorities, in accordance with their requirements, of the
transactions contemplated by this Agreement, and shall take all other necessary
action and proceedings as may be required and permitted by applicable law, rule
and regulation, for the legal and valid issuance of the Securities to the
Purchaser and promptly provide copies thereof to the Purchaser.

                  6.4 Reporting Requirements. The Company will timely file with
the SEC all reports required to be filed pursuant to the Exchange Act and
refrain from terminating its status as an issuer required by the Exchange Act to
file reports thereunder even if the Exchange Act or the rules or regulations
thereunder would permit such termination.

                  6.5 Use of Funds. The Company agrees that it will use the
proceeds of the sale of the Note and the Warrant (i) as consideration in
connection with its acquisition of substantially all of the assets of Masters
Distributors, Inc., d/b/a Atlantic Beverage Co. (the "Baltimore Acquisition"),
so long as such acquisition occurs on or prior to July 1, 2004 and the
conditions set forth in the side letter related to the Restricted Account
Agreement are satisfied, (ii) as consideration in connection with certain other
acquisitions approved by the Purchaser, (iii) to pay fees and expenses incurred
in connection with (x) the transactions contemplated by this Agreement and the
Related Agreements and (y) the acquisitions referred to in the preceding clauses
(i) and (ii) and (iv) for general working capital purposes (it being understood
that $2,450,000 of the proceeds of the Note will be deposited in the Restricted
Account on the Closing Date and shall be subject to the terms and conditions of
the Restricted Account Agreement).

                  6.6 Access to Facilities. Each of the Company and each of its
Subsidiaries will permit any representatives designated by the Purchaser (or any
successor of the Purchaser), upon reasonable notice and during normal business
hours, at such person's expense and accompanied by a representative of the
Company, to:

                  (a) visit and inspect any of the properties of the Company or
         any of its Subsidiaries;

                  (b) examine the corporate and financial records of the Company
         or any of its Subsidiaries (unless such examination is not permitted by
         federal, state or local law or by contract) and make copies thereof or
         extracts therefrom; and

                                       16
<PAGE>

                  (c) discuss the affairs, finances and accounts of the Company
         or any of its Subsidiaries with the directors, officers and independent
         accountants of the Company or any of its Subsidiaries.

Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries
will provide any material, non-public information to the Purchaser unless the
Purchaser signs a confidentiality agreement and otherwise complies with
Regulation FD, under the federal securities laws.

                  6.7 Taxes. Each of the Company and each of its Subsidiaries
will promptly pay and discharge, or cause to be paid and discharged, when due
and payable, all lawful taxes, assessments and governmental charges or levies
imposed upon the income, profits, property or business of the Company and its
Subsidiaries; provided, however, that any such tax, assessment, charge or levy
need not be paid if the validity thereof shall currently be contested in good
faith by appropriate proceedings and if the Company and/or such Subsidiary shall
have set aside on its books adequate reserves with respect thereto, and
provided, further, that the Company and its Subsidiaries will pay all such
taxes, assessments, charges or levies forthwith upon the commencement of
proceedings to foreclose any lien which may have attached as security therefor.

                  6.8 Insurance. Each of the Company and its Subsidiaries will
keep its assets which are of an insurable character insured by financially sound
and reputable insurers against loss or damage by fire, explosion and other risks
customarily insured against by companies in similar business similarly situated
as the Company and its Subsidiaries; and the Company and its Subsidiaries will
maintain, with financially sound and reputable insurers, insurance against other
hazards and risks and liability to persons and property to the extent and in the
manner which the Company reasonably believes is customary for companies in
similar business similarly situated as the Company and its Subsidiaries and to
the extent available on commercially reasonable terms. The Company, and each of
its Subsidiaries will jointly and severally bear the full risk of loss from any
loss of any nature whatsoever with respect to the assets pledged to the
Purchaser as security for its obligations hereunder and under the Related
Agreements. At the Company's and each of its Subsidiaries' joint and several
cost and expense in amounts and with carriers reasonably acceptable to
Purchaser, the Company and each of its Subsidiaries shall (i) keep all its
insurable properties and properties in which it has an interest insured against
the hazards of fire, flood, sprinkler leakage, those hazards covered by extended
coverage insurance and such other hazards, and for such amounts, as is customary
in the case of companies engaged in businesses similar to the Company's or the
respective Subsidiary's including business interruption insurance; (ii) maintain
a bond in such amounts as is customary in the case of companies engaged in
businesses similar to the Company's or the respective Subsidiary's insuring
against larceny, embezzlement or other criminal misappropriation of insured's
officers and employees who may either singly or jointly with others at any time
have access to the assets or funds of the Company or any of its Subsidiaries
either directly or through governmental authority to draw upon such funds or to
direct generally the disposition of such assets; (iii) maintain public and
product liability insurance against claims for personal injury, death or
property damage suffered by others; (iv) maintain all such worker's compensation
or similar insurance as may be required under the laws of any state or
jurisdiction in which the Company or the respective Subsidiary is engaged in
business; and (v) furnish Purchaser with (x) copies of all policies and evidence
of the maintenance of such policies at least thirty (30) days before any
expiration date, (y) excepting the Company's workers' compensation policy,


                                       17
<PAGE>

endorsements to such policies naming Purchaser as "co-insured" or "additional
insured" and appropriate loss payable endorsements in form and substance
satisfactory to Purchaser, naming Purchaser as loss payee, and (z) evidence that
as to Purchaser the insurance coverage shall not be impaired or invalidated by
any act or neglect of the Company or any Subsidiary and the insurer will provide
Purchaser with at least thirty (30) days notice prior to cancellation. The
Company and each Subsidiary shall instruct the insurance carriers that in the
event of any loss thereunder, the carriers shall make payment for such loss to
the Company and/or the Subsidiary and Purchaser jointly. In the event that as of
the date of receipt of each loss recovery upon any such insurance, the Purchaser
has not declared an event of default with respect to this Agreement or any of
the Related Agreements, then the Company and/or such Subsidiary shall be
permitted to direct the application of such loss recovery proceeds toward
investment in property, plant and equipment that would comprise "Collateral"
secured by Purchaser's security interest pursuant to its security agreement,
with any surplus funds to be applied toward payment of the obligations of the
Company to Purchaser. In the event that Purchaser has properly declared an event
of default with respect to this Agreement or any of the Related Agreements, then
all loss recoveries received by Purchaser upon any such insurance thereafter may
be applied to the obligations of the Company hereunder and under the Related
Agreements, in such order as the Purchaser may determine. Any surplus (following
satisfaction of all Company obligations to Purchaser) shall be paid by Purchaser
to the Company or applied as may be otherwise required by law. Any deficiency
thereon shall be paid by the Company or the Subsidiary, as applicable, to
Purchaser, on demand.

                  6.9 Intellectual Property. Each of the Company and each of its
Subsidiaries shall maintain in full force and effect its existence, rights and
franchises and all licenses and other rights to use Intellectual Property owned
or possessed by it and reasonably deemed to be necessary to the conduct of its
business.

                  6.10 Properties. Each of the Company and each of its
Subsidiaries will keep its properties in good repair, working order and
condition, reasonable wear and tear excepted, and from time to time make all
needful and proper repairs, renewals, replacements, additions and improvements
thereto; and each of the Company and each of its Subsidiaries will at all times
comply with each provision of all leases to which it is a party or under which
it occupies property if the breach of such provision could, either individually
or in the aggregate, reasonably be expected tohave a Material Adverse Effect.

                  6.11 Confidentiality. The Company agrees that it will not
disclose, and will not include in any public announcement, the name of the
Purchaser, unless expressly agreed to by the Purchaser or unless and until such
disclosure is required by law or applicable regulation, and then only to the
extent of such requirement. Notwithstanding the foregoing, the Company may
disclose Purchaser's identity and the terms of this Agreement to its current and
prospective debt and equity financing sources.

                  6.12 Required Approvals. For so long as twenty-five percent
(25%) of the principal amount of the Note is outstanding, the Company, without
the prior written consent of the Purchaser, shall not:

                                       18
<PAGE>

                  (a) (i) directly or indirectly declare or pay any dividends,
         other than dividends paid to the Company or any of its wholly-owned
         Subsidiaries, (ii) issue any preferred stock that is manditorily
         redeemable prior to the six month anniversary of the Maturity Date (as
         defined in the Note) or (iii) redeem any of its preferred stock or
         other equity interests;

                  (b) liquidate, dissolve or effect a material reorganization
         (it being understood that in no event shall the Company dissolve,
         liquidate or merge with any other person or entity (unless the Company
         is the surviving entity);

                  (c) become subject to (including, without limitation, by way
         of amendment to or modification of) any agreement or instrument which
         by its terms would (under any circumstances) restrict the Company's or
         any of its Subsidiaries right to perform the provisions of this
         Agreement, any other Related Agreement or any of the agreements
         contemplated hereby or thereby;

                  (d) materially alter or change the scope of the business of
         the Company and its Subsidiaries taken as a whole;

                  (e) (i) create, incur, assume or suffer to exist any
         indebtedness (exclusive of trade debt and debt incurred to finance the
         purchase of equipment (not in excess of five percent (5%) per annum of
         the fair market value of the Company's assets) whether secured or
         unsecured other than (x) the Company's indebtedness to Laurus, (y)
         indebtedness set forth on Schedule 6.12(e) attached hereto and made a
         part hereof and any refinancings or replacements thereof on terms no
         less favorable to the Purchaser than the indebtedness being refinanced
         or replaced, and (z) any debt incurred in connection with the purchase
         of assets in the ordinary course of business, or any refinancings or
         replacements thereof on terms no less favorable to the Purchaser than
         the indebtedness being refinanced or replaced; (ii) cancel any debt
         owing to it in excess of $50,000 in the aggregate during any 12 month
         period; (iii) assume, guarantee, endorse or otherwise become directly
         or contingently liable in connection with any obligations of any other
         Person, except the endorsement of negotiable instruments by the Company
         for deposit or collection or similar transactions in the ordinary
         course of business or guarantees of indebtedness otherwise permitted to
         be outstanding pursuant to this clause (e); and

                  (f) create or acquire any Subsidiary after the date hereof
         unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company
         and (ii) such Subsidiary becomes party to the Master Security
         Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty
         (either by executing a counterpart thereof or an assumption or joinder
         agreement in respect thereof) and, to the extent required by the
         Purchaser, satisfies each condition of this Agreement and the Related
         Agreements as if such Subsidiary were a Subsidiary on the Closing Date.

                  6.13 Reissuance of Securities. The Company agrees to reissue
certificates representing the Securities without the legends set forth in
Section 5.7 above at such time as:

                                       19
<PAGE>

                  (a) the holder thereof is permitted to dispose of such
         Securities pursuant to Rule 144(k) under the Securities Act; or

                  (b) upon resale subject to an effective registration statement
         after such Securities are registered under the Securities Act.

The Company agrees to cooperate with the Purchaser in connection with all
resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions
necessary to allow such resales provided the Company and its counsel receive
reasonably requested representations from the selling Purchaser and broker, if
any.

                  6.14 Opinion. On the Closing Date, the Company will deliver to
the Purchaser an opinion acceptable to the Purchaser from the Company's external
legal counsel. The Company will provide, at the Company's expense, such other
legal opinions in the future as are deemed reasonably necessary by the Purchaser
(and acceptable to the Purchaser) in connection with the conversion of the Note
and exercise of the Warrant.

                  6.15 Margin Stock. The Company will not permit any of the
proceeds of the Note or the Warrant to be used directly or indirectly to
"purchase" or "carry" "margin stock" or to repay indebtedness incurred to
"purchase" or "carry" "margin stock" within the respective meanings of each of
the quoted terms under Regulation U of the Board of Governors of the Federal
Reserve System as now and from time to time hereafter in effect.

                  6.16 Restricted Cash Disclosure. The Company agrees that, in
connection with its filing of its 8-K Report with the SEC concerning the
transactions contemplated by this Agreement and the Related Agreements (such
report, the "Laurus Transaction 8-K") in a timely manner after the date hereof,
it will disclose in such Laurus Transaction 8-K that $2,450,000 of the proceeds
of the Note issued by the Company to the Purchaser has been placed in a
restricted cash account under the sole dominion and control of the Purchaser,
and the release of the proceeds set forth in such restricted cash account is
subject to the approval of the Purchaser. Furthermore, the Company agrees to
disclose in all public filings required by the Commission (where appropriate)
following the filing of the Laurus Transaction 8-K, the existence of the
restricted cash referred to in the immediately preceding sentence, together with
the amount thereof.

                  6.17 Refinancing of Secured Note. The Company agrees that, no
later than 30 days following the Closing Date, it shall repay in full in cash
that certain promissory note, dated June, 2001 and owed by the Company (or a
Subsidiary thereof) to DJ Wholesale, in an aggregate principal amount
outstanding on the date hereof of $23,500, and in connection therewith, cause
all security interests related thereto to be released and all UCC financing
statements related thereto to be terminated.

         7. Covenants of the Purchaser. The Purchaser covenants and agrees with
the Company as follows:

                                       20
<PAGE>

                  7.1 Confidentiality. The Purchaser agrees that it will not
disclose, and will not include in any public announcement, the name of the
Company, unless expressly agreed to by the Company or unless and until such
disclosure is required by law or applicable regulation, and then only to the
extent of such requirement.

                  7.2 Non-Public Information. The Purchaser agrees not to effect
any sales in the shares of the Company's Common Stock while in possession of
material, non-public information regarding the Company if such sales would
violate applicable securities law.

         8. Covenants of the Company and Purchaser Regarding Indemnification.

                  8.1 Company Indemnification. The Company agrees to indemnify,
hold harmless, reimburse and defend the Purchaser, each of the Purchaser's
officers, directors, agents, affiliates, control persons, and principal
shareholders, against any claim, cost, expense, liability, obligation, loss or
damage (including reasonable legal fees) of any nature, incurred by or imposed
upon the Purchaser which results, arises out of or is based upon: (i) any
misrepresentation by the Company or any of its Subsidiaries or breach of any
warranty by the Company or any of its Subsidiaries in this Agreement, any other
Related Agreement or in any exhibits or schedules attached hereto or thereto; or
(ii) any breach or default in performance by Company or any of its Subsidiaries
of any covenant or undertaking to be performed by Company or any of its
Subsidiaries hereunder, under any other Related Agreement or any other agreement
entered into by the Company and/or any of its Subsidiaries and Purchaser
relating hereto or thereto.

                  8.2 Purchaser's Indemnification. Purchaser agrees to
indemnify, hold harmless, reimburse and defend the Company and each of the
Company's officers, directors, agents, affiliates, control persons and principal
shareholders, at all times against any claim, cost, expense, liability,
obligation, loss or damage (including reasonable legal fees) of any nature,
incurred by or imposed upon the Company which results, arises out of or is based
upon: (i) any misrepresentation by Purchaser or breach of any warranty by
Purchaser in this Agreement or in any exhibits or schedules attached hereto or
any Related Agreement; or (ii) any breach or default in performance by Purchaser
of any covenant or undertaking to be performed by Purchaser hereunder, or any
other agreement entered into by the Company and Purchaser relating hereto.

         9. Conversion of Convertible Note.

                  9.1 Mechanics of Conversion.

                  (a) Provided the Purchaser has notified the Company of the
         Purchaser's intention to sell the Note Shares and the Note Shares are
         included in an effective registration statement or are otherwise exempt
         from registration when sold: (i) upon the conversion of the Note or
         part thereof, the Company shall, at its own cost and expense, take all
         necessary action (including the issuance of an opinion of counsel
         reasonably acceptable to the Purchaser following a request by the
         Purchaser) to assure that the Company's transfer agent shall issue
         shares of the Company's Common Stock in the name of the Purchaser (or
         its nominee) or such other persons as designated by the Purchaser in
         accordance with Section 9.1(b) hereof and in such denominations to be
         specified representing the number of Note Shares issuable upon such


                                       21
<PAGE>

         conversion; and (ii) the Company warrants that no instructions other
         than these instructions have been or will be given to the transfer
         agent of the Company's Common Stock and that after the Effectiveness
         Date (as defined in the Registration Rights Agreement) the Note Shares
         issued will be freely transferable subject to the prospectus delivery
         requirements of the Securities Act and the provisions of this
         Agreement, and will not contain a legend restricting the resale or
         transferability of the Note Shares.

                  (b) Purchaser will give notice of its decision to exercise its
         right to convert the Note or part thereof by telecopying or otherwise
         delivering an executed and completed notice of the number of shares to
         be converted to the Company (the "Notice of Conversion"). The Purchaser
         will not be required to surrender the Note until the Purchaser receives
         a credit to the account of the Purchaser's prime broker through the
         DWAC system (as defined below), representing the Note Shares or until
         the Note has been fully satisfied. Each date on which a Notice of
         Conversion is telecopied or delivered to the Company in accordance with
         the provisions hereof shall be deemed a "Conversion Date." Pursuant to
         the terms of the Notice of Conversion, the Company will issue
         instructions to the transfer agent accompanied by an opinion of counsel
         within one (1) business day of the date of the delivery to Company of
         the Notice of Conversion and shall cause the transfer agent to transmit
         the certificates representing the Conversion Shares to the Holder by
         crediting the account of the Purchaser's prime broker with the
         Depository Trust Company ("DTC") through its Deposit Withdrawal Agent
         Commission ("DWAC") system within three (3) business days after receipt
         by the Company of the Notice of Conversion (the "Delivery Date").

                  (c) The Company understands that a delay in the delivery of
         the Note Shares in the form required pursuant to Section 9 hereof
         beyond the Delivery Date could result in economic loss to the
         Purchaser. In the event that the Company fails to direct its transfer
         agent to deliver the Note Shares to the Purchaser via the DWAC system
         within the time frame set forth in Section 9.1(b) above and the Note
         Shares are not delivered to the Purchaser by the Delivery Date, as
         compensation to the Purchaser for such loss, the Company agrees to pay
         late payments to the Purchaser for late issuance of the Note Shares in
         the form required pursuant to Section 9 hereof upon conversion of the
         Note in the amount equal to the greater of: (i) $500 per business day
         after the Delivery Date; or (ii) the Purchaser's actual damages from
         such delayed delivery. Notwithstanding the foregoing, the Company will
         not owe the Purchaser any late payments if the delay in the delivery of
         the Note Shares beyond the Delivery Date is solely out of the control
         of the Company and the Company is actively trying to cure the cause of
         the delay. The Company shall pay any payments incurred under this
         Section in immediately available funds upon demand and, in the case of
         actual damages, accompanied by reasonable documentation of the amount
         of such damages. Such documentation shall show the number of shares of
         Common Stock the Purchaser is forced to purchase (in an open market
         transaction) which the Purchaser anticipated receiving upon such
         conversion, and shall be calculated as the amount by which (A) the
         Purchaser's total purchase price (including customary brokerage
         commissions, if any) for the shares of Common Stock so purchased
         exceeds (B) the aggregate principal and/or interest amount of the Note,
         for which such Conversion Notice was not timely honored.

                                       22
<PAGE>

Nothing contained herein or in any document referred to herein or delivered in
connection herewith shall be deemed to establish or require the payment of a
rate of interest or other charges in excess of the maximum permitted by
applicable law. In the event that the rate of interest or dividends required to
be paid or other charges hereunder exceed the maximum amount permitted by such
law, any payments in excess of such maximum shall be credited against amounts
owed by the Company to a Purchaser and thus refunded to the Company.

         10. Registration Rights.

                  10.1 Registration Rights Granted. The Company hereby grants
registration rights to the Purchaser pursuant to a Registration Rights Agreement
dated as of even date herewith between the Company and the Purchaser.

                  10.2 Offering Restrictions. Except as previously disclosed in
the SEC Reports or in the Exchange Act Filings, or stock or stock options
granted to employees or directors of the Company (these exceptions hereinafter
referred to as the "Excepted Issuances"), neither the Company nor any of its
Subsidiaries will issue any securities with a continuously variable/floating
conversion feature which are or could be (by conversion or registration)
free-trading securities (i.e. common stock subject to a registration statement)
prior to the full repayment or conversion of the Note (together with all accrued
and unpaid interest and fees related thereto) (the "Exclusion Period").

         11. Miscellaneous.

                  11.1 Governing Law. THIS AGREEMENT AND EACH RELATED AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. ANY ACTION BROUGHT
BY EITHER PARTY AGAINST THE OTHER CONCERNING THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT AND EACH RELATED AGREEMENT SHALL BE BROUGHT ONLY IN THE STATE
COURTS OF NEW YORK OR IN THE FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK.
BOTH PARTIES AND THE INDIVIDUALS EXECUTING THIS AGREEMENT AND THE RELATED
AGREEMENTS ON BEHALF OF THE COMPANY AGREE TO SUBMIT TO THE JURISDICTION OF SUCH
COURTS AND WAIVE TRIAL BY JURY. IN THE EVENT THAT ANY PROVISION OF THIS
AGREEMENT OR ANY RELATED AGREEMENT DELIVERED IN CONNECTION HEREWITH IS INVALID
OR UNENFORCEABLE UNDER ANY APPLICABLE STATUTE OR RULE OF LAW, THEN SUCH
PROVISION SHALL BE DEEMED INOPERATIVE TO THE EXTENT THAT IT MAY CONFLICT
THEREWITH AND SHALL BE DEEMED MODIFIED TO CONFORM WITH SUCH STATUTE OR RULE OF
LAW. ANY SUCH PROVISION WHICH MAY PROVE INVALID OR UNENFORCEABLE UNDER ANY LAW
SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION OF THIS
AGREEMENT OR ANY RELATED AGREEMENT.

                                       23
<PAGE>

                  11.2 Survival. The representations, warranties, covenants and
agreements made herein shall survive any investigation made by the Purchaser and
the closing of the transactions contemplated hereby to the extent provided
therein. All statements as to factual matters contained in any certificate or
other instrument delivered by or on behalf of the Company pursuant hereto in
connection with the transactions contemplated hereby shall be deemed to be
representations and warranties by the Company hereunder solely as of the date of
such certificate or instrument.

                  11.3 Successors. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, heirs, executors and administrators of the parties hereto
and shall inure to the benefit of and be enforceable by each person who shall be
a holder of the Securities from time to time, other than the holders of Common
Stock which has been sold by the Purchaser pursuant to Rule 144 or an effective
registration statement. Purchaser may not assign its rights hereunder to a
competitor of the Company.

                  11.4 Entire Agreement. This Agreement, the Related Agreements,
the exhibits and schedules hereto and thereto and the other documents delivered
pursuant hereto constitute the full and entire understanding and agreement
between the parties with regard to the subjects hereof and no party shall be
liable or bound to any other in any manner by any representations, warranties,
covenants and agreements except as specifically set forth herein and therein.

                  11.5 Severability. In case any provision of the Agreement
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

                  11.6 Amendment and Waiver.

                  (a) This Agreement may be amended or modified only upon the
         written consent of the Company and the Purchaser.

                  (b) The obligations of the Company and the rights of the
         Purchaser under this Agreement may be waived only with the written
         consent of the Purchaser.

                  (c) The obligations of the Purchaser and the rights of the
         Company under this Agreement may be waived only with the written
         consent of the Company.


                  11.7 Delays or Omissions. It is agreed that no delay or
omission to exercise any right, power or remedy accruing to any party, upon any
breach, default or noncompliance by another party under this Agreement or the
Related Agreements, shall impair any such right, power or remedy, nor shall it
be construed to be a waiver of any such breach, default or noncompliance, or any
acquiescence therein, or of or in any similar breach, default or noncompliance
thereafter occurring. All remedies, either under this Agreement or the Related
Agreements, by law or otherwise afforded to any party, shall be cumulative and
not alternative.

                  11.8 Notices. All notices required or permitted hereunder
shall be in writing and shall be deemed effectively given:

                  (a) upon personal delivery to the party to be notified;

                                       24
<PAGE>

                  (b) when sent by confirmed facsimile if sent during normal
         business hours of the recipient, if not, then on the next business day;

                  (c) three (3) business days after having been sent by
         registered or certified mail, return receipt requested, postage
         prepaid; or

                  (d) one (1) day after deposit with a nationally recognized
         overnight courier, specifying next day delivery, with written
         verification of receipt.

All communications shall be sent as follows:

         If to the Company, to:         Xstream Beverage Group, Inc.
                                        4800 N.W. 15th Avenue, Bay 1-A
                                        Fort Lauderdale, Florida 33308

                                        Attention: Jerry Pearring
                                        Facsimile: 954-598-7997

                                        with a copy to:
                                        Newman, Pollack & Klein, LLP
                                        2101 NW Corporate Blvd., Suite 414
                                        Boca Raton, Florida 33431
                                        Attention: Jeffrey G. Klein, Esq.
                                        Facsimile: 561-241-4943

         If to the Purchaser, to:       Laurus Master Fund, Ltd.
                                        c/o Ironshore Corporate Services ltd.
                                        P.O. Box 1234 G.T.
                                        Queensgate House, South Church Street
                                        Grand Cayman, Cayman Islands
                                        Facsimile: 345-949-9877

                                        with a copy to:

                                        John E. Tucker, Esq.
                                        825 Third Avenue 14th Floor
                                        New York, NY 10022
                                        Facsimile: 212-541-4434

or at such other address as the Company or the Purchaser may designate by
written notice to the other parties hereto given in accordance herewith.


                  11.9 Attorneys' Fees. In the event that any suit or action is
instituted to enforce any provision in this Agreement, the prevailing party in
such dispute shall be entitled to recover from the losing party all fees, costs
and expenses of enforcing any right of such prevailing party under or with


                                       25
<PAGE>

respect to this Agreement, including, without limitation, such reasonable fees
and expenses of attorneys and accountants, which shall include, without
limitation, all fees, costs and expenses of appeals.

                  11.10 Titles and Subtitles. The titles of the sections and
subsections of this Agreement are for convenience of reference only and are not
to be considered in construing this Agreement.

                  11.11 Facsimile Signatures; Counterparts. This Agreement may
be executed by facsimile signatures and in any number of counterparts, each of
which shall be an original, but all of which together shall constitute one
instrument.

                  11.12 Broker's Fees. Except as set forth on Schedule 11.12
hereof, each party hereto represents and warrants that no agent, broker,
investment banker, person or firm acting on behalf of or under the authority of
such party hereto is or will be entitled to any broker's or finder's fee or any
other commission directly or indirectly in connection with the transactions
contemplated herein. Each party hereto further agrees to indemnify each other
party for any claims, losses or expenses incurred by such other party as a
result of the representation in this Section 11.12 being untrue.

                  11.13 Construction. Each party acknowledges that its legal
counsel participated in the preparation of this Agreement and the Related
Agreements and, therefore, stipulates that the rule of construction that
ambiguities are to be resolved against the drafting party shall not be applied
in the interpretation of this Agreement to favor any party against the other.



            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


                                       26
<PAGE>


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed the SECURITIES
PURCHASE AGREEMENT as of the date set forth in the first paragraph hereof.
<TABLE>

COMPANY:                                                   PURCHASER:

XSTREAM BEVERAGE GROUP, INC.                               LAURUS MASTER FUND, LTD.

<S>                                                        <C>
By:                                                        By:
             ------------------------------------------                -----------------------------------------------

Name:                                                      Name:
             ------------------------------------------                -----------------------------------------------

Title:                                                     Title:
             ------------------------------------------                -----------------------------------------------
</TABLE>


                                       27
<PAGE>

                                       A-1
                                    EXHIBIT A

                            FORM OF CONVERTIBLE NOTE




                                      A-1
<PAGE>



                                    EXHIBIT B

                                 FORM OF WARRANT


                                      B-1

<PAGE>

                                    EXHIBIT C

                                 FORM OF OPINION

                                      C-1
<PAGE>



                                    EXHIBIT D

                            FORM OF ESCROW AGREEMENT


                                      D-1