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                                                                     EXHIBIT 4.1

                          SECURITIES PURCHASE AGREEMENT

                                     BETWEEN

                 PRIME RATE INCOME & DIVIDEND ENTERPRISES, INC.

                                       AND

                        THE INVESTOR(s) SIGNATORY HERETO


         SECURITIES PURCHASE AGREEMENT (the "Agreement"), between each person
subscribing for Investment Shares by his, her or its signature hereto (each an
"Investor"), and Prime Rate Income & Dividend Enterprises, Inc., a corporation
organized and existing under the laws of the State of Colorado (the "Company"),
effective as of the date of acceptance by the Company as set forth on the
signature page hereof.


         WHEREAS, the parties desire that, upon the terms and subject to the
conditions contained herein, the Company shall issue and sell to the Investor,
and the Investor shall purchase the Investment Shares, as defined below.


         WHEREAS, such investments will be made in reliance upon the provisions
of Section 4(2) ("Section 4(2)") or 4(6) of the United States Securities Act of
1933, as amended, and Regulation D ("Regulation D") and the other rules and
regulations promulgated thereunder (the "Securities Act"), and/or upon such
other exemption from the registration requirements of the Securities Act as may
be available with respect to any or all of the investments in the Company's
securities to be made hereunder.


         NOW, THEREFORE, the parties hereto agree as follows:

                                   ARTICLE I

                               CERTAIN DEFINITIONS

Section 1.1. "Affiliate" means, with respect to any specified Person, any other
Person that directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, such specified
Person, and includes any immediate family member of such Person, and any trust
established by or for the benefit of any one or more such persons exclusively.

Section 1.2. "Closing" shall mean the closing of the purchase and sale of the
Investment Shares pursuant to Section 2.1.

Section 1.3. "Closing Date" shall mean the date on which all conditions to the
Closing have been satisfied (as defined in Section 2.1 hereto) and the Closing
shall have occurred.

Section 1.4. "Common Stock" shall mean the Company's no par value common stock.

Section 1.5. "Damages" shall mean any loss, claim, damage, liability, costs and
expenses (including, without limitation, reasonable attorney's fees and
disbursements and reasonable costs and expenses of expert witnesses and
investigation).



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Section 1.6. "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.

Section 1.7. "Investment Shares" shall mean up to 1,500,000 shares of the
Company's Common Stock being offered and sold by the Company and purchased by
the Investor(s) under and pursuant to this Agreement.

Section 1.8. "Legend" shall mean the legend set forth in Section 9.1.

Section 1.9. "Material Adverse Effect" shall mean any effect on the business,
operations, properties, prospects, or financial condition of the Company that is
material and adverse to the Company and its subsidiaries and affiliates, taken
as a whole, and/or any condition, circumstance, or situation that would prohibit
or otherwise interfere with the ability of the Company to enter into and perform
any of its obligations under this Agreement in any material respect.

Section 1.10. "Outstanding" when used with reference to shares of Common Stock,
shall mean, at any date as of which the number of such shares is to be
determined, all issued and outstanding shares, and shall include all such shares
issuable in respect of outstanding scrip or any certificates representing
fractional interests in such shares; provided, however, that "Outstanding" shall
not mean any such shares then directly or indirectly owned or held by or for the
account of the Company.

Section 1.11. "Person" shall mean any individual, firm, corporation,
partnership, limited partnership, company, association, trust or other entity or
organization, as well as any syndicate or group that would be deemed to be a
Person under Section 13(d)(3) of the Exchange Act.

Section 1.12. "Principal Market" shall mean the OTC Bulletin Board, the American
Stock Exchange, the New York Stock Exchange, the NASDAQ National Market, or the
NASDAQ Small-Cap Market, whichever is at the time the principal trading exchange
or market for the Common Stock.

Section 1.13. "Purchase Price" shall mean One Dollar and Seventy Five Cents
($1.75) per share.

Section 1.14. "Registrable Securities" shall mean the Investment Shares until
(i) a Registration Statement has been declared effective by the SEC, and all
Investment Shares have been disposed of pursuant to the Registration Statement,
(ii) all Investment Shares have been sold under circumstances under which all of
the applicable conditions of Rule 144 (or any similar provision then in force)
under the Securities Act ("Rule 144") are met, (iii) all Investment Shares have
been otherwise transferred to holders who may trade such shares without
restriction under the Securities Act, and the Company has delivered a new
certificate or other evidence of ownership for such securities not bearing a
restrictive legend or (iv) such time as, in the opinion of counsel to the
Company, all Investment Shares may be sold without any time, volume or manner
limitations pursuant to Rule 144(k) (or any similar provision then in effect)
under the Securities Act.


Section 1.15. "Registration Statement" shall mean a registration statement on
Form SB-2 (if use of such form is then available to the Company pursuant to the
rules of the SEC and, if not, on such other form promulgated by the SEC for
which the Company then qualifies and which counsel for the Company shall deem
appropriate, and which form shall be available for the resale of the Registrable
Securities to be



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registered thereunder in accordance with the provisions of this Agreement and in
accordance with the intended method of distribution of such securities) for the
public offering of Common Stock under the Securities Act.


Section 1.16. "Regulation D" shall have the meaning set forth in the recitals of
this Agreement.


Section 1.17. "SEC" shall mean the United States Securities and Exchange
Commission.


Section 1.18. "Section 4(2)" shall have the meaning set forth in the recitals of
this Agreement.


Section 1.19. "Securities Act" shall have the meaning set forth in the recitals
of this Agreement.


Section 1.20. "SEC Documents" shall mean the Company's annual report on Form
10-KSB for the year ended June 30, 2003, and each report or registration
statement filed by the Company with the SEC pursuant to the Exchange Act or the
Securities Act through the date hereof.


                                   ARTICLE II

                     PURCHASE AND SALE OF INVESTMENT SHARES

Section 2.1. Investment.

         Upon the terms and subject to the conditions set forth herein, the
Company agrees to sell, and the Investor agrees to purchase, the Investment
Shares as follows: (a) Upon execution and delivery of this Agreement, the
Investor shall deliver the aggregate Purchase Price, as set forth on the
signature page hereof, to the Company by wire transfer to the following account:

             Wells Fargo Bank, 1770 Curtis, Denver, Colorado 80202
             ABA#:  102000076

             For further credit to the account of:
             Futro & Associates, P.C. - Trust Account
             Account No. 0849-676242

         (b) Within five (5) business days of receipt of the aggregate Purchase
Price, the Company shall deliver a certificate(s) representing the Investment
Shares to the Investor.

         (c) The Closing Date, for purposes of this Agreement, shall be on the
date of satisfaction of all obligations of the parties under this Section 2.1.

Section 2.2. Registration Rights.

         (a) The Company agrees that it will prepare and file with the SEC,
after the Closing, a Registration Statement at the sole expense of the Company
(except as provided in part (b) hereof), that


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shall include the Registrable Securities for resale by the Investor as a selling
securityholder under the Securities Act. The Company shall use its best efforts
to cause the Registration Statement to become effective as soon as practicable.

         (b) All fees, disbursements and out-of-pocket expenses and costs
incurred by the Company in connection with the preparation and filing of the
Registration Statement and in complying with applicable securities and "blue
sky" laws (including, without limitation, all attorneys' fees of the Company)
shall be borne by the Company. The Investor shall bear the cost of underwriting
and/or brokerage discounts, fees and commissions, if any, applicable to the
Registrable Securities being registered and the fees and expenses of its
counsel.

Section 2.3. Use of Proceeds. The Investor acknowledges that the Company plans
to use net proceeds from the offering will be used by the Company to pursue its
business plan.

                                  ARTICLE III

                   REPRESENTATIONS AND WARRANTIES OF INVESTOR

The Investor represents and warrants to the Company that:

Section 3.1. Intent. The Investor is entering into this Agreement for its own
account and the Investor has no present arrangement (whether or not legally
binding) at any time to sell the Investment Shares to or through any person or
entity; provided, however, that by making the representations herein, the
Investor does not agree to hold such securities for any minimum or other
specific term and reserves the right to dispose of the Investment Shares at any
time in accordance with Article IX of this Agreement.

Section 3.2. Sophisticated and Accredited Investor. The Investor is a
sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and
an accredited investor (as defined in Rule 501 of Regulation D), and Investor
has such experience in business and financial matters that it is capable of
evaluating the merits and risks of an investment in the Investment Shares. The
Investor acknowledges that an investment in the Investment Shares is speculative
and involves a high degree of risk.

Section 3.3. Authority. This Agreement and each agreement which is required to
be executed by Investor has been duly authorized and validly executed and
delivered by the Investor and is a valid and binding agreement of the Investor
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, or similar laws relating to, or affecting generally the
enforcement of, creditors' rights and remedies or by other equitable principles
of general application.

Section 3.4. Absence of Conflicts. The execution and delivery of this Agreement
and any other agreements executed in connection herewith, and the consummation
of the transactions contemplated thereby, and compliance with the requirements
thereof, will not violate any law, rule, regulation, order, writ, judgment,
injunction, decree or award binding on Investor or (a) violate any provision of
any indenture, instrument or agreement to which Investor is a party or is
subject, or by which Investor or any of its assets is bound; (b) conflict with
or constitute a material default thereunder; (c) result in the creation or
imposition of any lien pursuant to the terms of any such indenture, instrument
or agreement, or constitute a breach of any fiduciary duty owed by Investor to
any third party; or (d) require the approval of any third-party (which has not
been obtained) pursuant to any material contract, agreement, instrument,



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relationship or legal obligation to which Investor is subject or to which any of
its assets, operations or management may be subject.


SECTION 3.5. Disclosure; Access to Information. The Investor has received all
documents, records, books and other publicly available information pertaining to
Investor's investment in the Company that have been requested by the Investor.
The Company is subject to the periodic reporting requirements of the Exchange
Act, and the Investor has received copies of all SEC Documents that have been
requested by it.

SECTION 3.6. Finder's Fee. The Investor acknowledges that the Company is
obligated to pay a finder's fee to Summit Financial Partners, LLC, equal to
seven percent (7%) of the aggregate Purchase Price.

                                   ARTICLE IV

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Investor that, except as may be set
forth in any Schedule of Exceptions attached hereto or as set forth in the SEC
Documents:

Section 4.1. Organization of the Company. The Company is a corporation duly
incorporated and existing in good standing under the laws of the State of
Colorado and has all requisite corporate authority to own its properties and to
carry on its business as now being conducted. The Company is duly qualified and
is in good standing as a foreign corporation to do business in every
jurisdiction in which the nature of the business conducted or property owned by
it makes such qualification necessary, other than those in which the failure so
to qualify would not have a Material Adverse Effect.

Section 4.2. Authority. (i) The Company has the requisite corporate power and
corporate authority to enter into and perform its obligations under this
Agreement and to issue the Investment Shares, (ii) the execution, issuance and
delivery of this Agreement and the Investment Shares by the Company and the
consummation by it of the transactions contemplated hereby have been duly
authorized by all necessary corporate action and no further consent or
authorization of the Company or its Board of Directors or stockholders is
required, and (iii) this Agreement and the Investment Shares have been duly
executed and delivered by the Company and at the Closing shall constitute valid
and binding obligations of the Company enforceable against the Company in
accordance with their terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, or similar laws relating to, or affecting
generally the enforcement of, creditors' rights and remedies or by other
equitable principles of general application.

Section 4.3. Capitalization. The authorized capital stock of the Company
consists of 200 million shares of Common Stock and 1,000,000 shares of preferred
stock, of which approximately 25,962,747 shares of Common Stock are issued and
outstanding and no shares of preferred stock are issued and outstanding as of
the date of execution of this Agreement by the Company. All of the outstanding
shares of Common Stock have been duly and validly authorized and issued and are
fully paid and non-assessable.

Section 4.4. SEC Documents. The Company has delivered or made available to the
Investor true and complete copies of the SEC Documents. The Company has not
provided to the Investor any information that, according to applicable law, rule
or regulation, should have been disclosed publicly prior to the date hereof by
the Company, but which has not been so disclosed. As of their respective dates,
the SEC


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Documents complied in all material respects with the requirements of the
Exchange Act, and rules and regulations of the SEC promulgated thereunder and
the SEC Documents did not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading. The financial statements of the Company included
in the SEC Documents complied in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC or
other applicable rules and regulations with respect thereto at the time of such
inclusion. Such financial statements have been prepared in accordance with
generally accepted accounting principles applied on a consistent basis during
the periods involved (except (i) as may be otherwise indicated in such financial
statements or the notes thereto or (ii) in the case of unaudited interim
statements, to the extent they exclude footnotes or may be condensed or summary
statements) and fairly present in all material respects the financial position
of the Company as of the dates thereof and the results of operations and cash
flows for the periods then ended (subject, in the case of unaudited interim
statements, to normal year-end audit adjustments). Neither the Company nor any
of its subsidiaries has any material indebtedness, obligations or liabilities of
any kind (whether accrued, absolute, contingent or otherwise, and whether due or
to become due) that would have been required to be reflected in, reserved
against or otherwise described in the financial statements or in the notes
thereto in accordance with GAAP, which was not fully reflected in, reserved
against or otherwise described in the financial statements or the notes thereto
included in the SEC Documents or was not incurred in the ordinary course of
business consistent with the Company's past practices since the last date of
such financial statements.

Section 4.5. Exemption from Registration; Valid Issuances. Subject to the
accuracy of the Investor's representations in Article III, the sale of the
Investment Shares will not require registration under the Securities Act and/or
any applicable state securities law. When issued and paid for the Investment
Shares will be duly and validly issued, fully paid, and non-assessable. Neither
the sales of the Investment Shares pursuant to, nor the Company's performance of
its obligations under, this Agreement will (i) result in the creation or
imposition by the Company of any liens, charges, claims or other encumbrances
upon the Investment Shares or any of the assets of the Company, or (ii) entitle
the holders of Outstanding Common Stock to preemptive or other rights to
subscribe to or acquire the Investment Shares or other securities of the
Company. The Investment Shares shall not subject the Investor to personal
liability to the Company or its creditors by reason of the possession thereof.

Section 4.6. Corporate Documents. The Company has furnished or made available to
the Investor true and correct copies of the Company's Articles of Incorporation,
as amended and in effect on the date hereof (the "Articles"), and the Company's
By-Laws, as amended and in effect on the date hereof (the "By-Laws").

Section 4.7. No Conflicts. The execution, delivery and performance of this
Agreement by the Company and the consummation by the Company of the transactions
contemplated hereby, including without limitation the issuance of the Investment
Shares, do not and will not (i) result in a violation of the Company's Articles
or By-Laws or (ii) conflict with, or constitute a material default (or an event
that with notice or lapse of time or both would become a default) under, or give
to others any rights of termination, amendment, acceleration or cancellation of,
any material agreement, indenture or instrument, or any "lock-up" or similar
provision of any underwriting or similar agreement to which the Company is a
party, or (iii) result in a violation of any federal, state or local law, rule,
regulation, order, judgment or decree (including federal and state securities
laws and regulations) applicable to the Company or by which any material
property or asset of the Company is bound or affected, nor is the Company
otherwise in violation of, conflict with or default under any of the foregoing
(except in each case for such conflicts, defaults, terminations, amendments,
accelerations, cancellations and violations as would not have, individually or



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in the aggregate, a Material Adverse Effect). The business of the Company is not
being conducted in violation of any law, ordinance or regulation of any
governmental entity, except for possible violations that either singly or in the
aggregate would not have a Material Adverse Effect. The Company is not required
under federal, state or local law, rule or regulation to obtain any consent,
authorization or order of, or make any filing or registration with, any court or
governmental agency in order for it to execute, deliver or perform any of its
obligations under this Agreement or issue and sell the Investment Shares in
accordance with the terms hereof (other than any SEC, Principal Market or state
securities filings that may be required to be made by the Company subsequent to
Closing and any registration statement that may be filed pursuant hereto);
provided that, for purposes of the representation made in this sentence, the
Company is assuming and relying upon the accuracy of the relevant
representations and agreements of the Investor herein.

Section 4.8. No Material Adverse Change. Since the date of filing of the SEC
Documents, no Material Adverse Effect has occurred or exists, and no facts have
arisen that would be reasonably expected to result in or constitute a Material
Adverse Effect, with respect to the Company.

Section 4.9. No Undisclosed Events or Circumstances. Since the date of filing of
the SEC Documents, no event or circumstance has occurred or exists with respect
to the Company or its businesses, properties, prospects, operations or financial
condition, that, under applicable law, rule or regulation, requires public
disclosure or announcement prior to the date hereof by the Company but which has
not been so publicly announced or disclosed in the SEC Documents.

Section 4.10. No Misleading or Untrue Communication. The Company and, to the
knowledge of the Company, any person representing the Company, or any other
person selling or offering to sell the Investment Shares in connection with the
transaction contemplated by this Agreement, have not made, at any time, any oral
communication in connection with the offer or sale of the same which contained
any untrue statement of a material fact or omitted to state any material fact
necessary in order to make the statements, in the light of the circumstances
under which they were made, not misleading.

Section 4.11. No Misrepresentation. No representation or warranty of the Company
contained in this Agreement, any schedule, annex or exhibit hereto or any
agreement, instrument or certificate furnished by the Company to the Investor
pursuant to this Agreement, contains any untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein, not misleading.

                                   ARTICLE V

                            COVENANTS OF THE INVESTOR

Section 5.1. Compliance with Law. The Investor's trading activities with respect
to shares of the Company's Common Stock will be in compliance with all
applicable state and federal securities laws, rules and regulations and rules
and regulations of the Principal Market on which the Company's Common Stock is
listed.

Section 5.2. No Short Positions. The Investor agrees that neither the Investor
nor any of his, her or its affiliates has entered, has the intention of
entering, or will, at any time during which the Investor holds



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any equity securities of the Company, enter into any put option, short position
or other similar instrument or position with respect to the Common Stock of the
Company.


                                   ARTICLE VI

                            COVENANTS OF THE COMPANY

Section 6.1. Listing of Common Stock. The Company hereby agrees to use its best
efforts to maintain the listing of the Common Stock on a Principal Market at all
times while the Investor holds Registrable Securities.

Section 6.2. Exchange Act Reporting. The Company will use its best efforts to
comply in all respects with its reporting and filing obligations under the
Exchange Act, and will not take any action or file any document (whether or not
permitted by the Exchange Act or the rules thereunder) to terminate or suspend
such registration or to terminate or suspend its reporting and filing
obligations under the Exchange Act until the Investor has disposed of all of its
Registrable Securities.

Section 6.3. Corporate Existence. The Company will take all steps necessary to
preserve and continue the corporate existence of the Company.

Section 6.4. Consolidation; Merger. The Company shall not, at any time after the
date hereof, effect any merger or consolidation of the Company with or into, or
a transfer of all or substantially all of the assets of the Company to, another
entity (a "Consolidation Event") unless the resulting successor or acquiring
entity (if not the Company) assumes by written instrument or by operation of law
the obligation to deliver to the Investor such shares of stock and/or securities
as the Investor is entitled to receive pursuant to this Agreement.

Section 6.5. Issuance of Investment Shares. The sale of the Investment Shares
shall be made in accordance with the provisions and requirements of Section 4(2)
and Regulation D and any applicable state securities law. The Company shall make
all necessary SEC and "blue sky" filings required to be made by the Company in
connection with the sale of the Investment Shares to the Investor as required by
all applicable Laws, and, upon request, shall provide a copy thereof to the
Investor promptly after such filing.


                                  ARTICLE VII

                           SURVIVAL; INDEMNIFICATION

Section 7.1. Survival. The representations, warranties and covenants made by
each of the Company and the Investor in this Agreement, the annexes, schedules
and exhibits hereto and in each instrument, agreement and certificate entered
into and delivered by them pursuant to this Agreement, shall survive the Closing
and the consummation of the transactions contemplated hereby. In the event of a
breach or violation of any of such representations, warranties or covenants, the
party to whom such representations, warranties or covenants have been made shall
have all rights and remedies for such breach or violation



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available to it under the provisions of this Agreement or otherwise, whether at
law or in equity, irrespective of any investigation made by or on behalf of such
party on or prior to the Closing Date.

Section 7.2. Indemnity. (a) The Company hereby agrees to indemnify and hold
harmless the Investor, its Affiliates and their respective officers, directors,
partners and members (collectively, the "Investor Indemnitees"), from and
against any and all losses, claims, Damages, judgments, penalties, liabilities
and deficiencies (collectively, "Losses"), and agrees to reimburse the Investor
Indemnitees for all reasonable out-of-pocket expenses (including the reasonable
fees and expenses of legal counsel), in each case promptly as incurred by the
Investor Indemnitees and to the extent arising out of or in connection with:

              (i)  any misrepresentation, omission of fact or breach of any of
         the Company's representations or warranties contained in this
         Agreement, the annexes, schedules or exhibits hereto or any instrument,
         agreement or certificate entered into or delivered by the Company
         pursuant to this Agreement; or

              (ii)  any failure by the Company to perform in any material
         respect any of its covenants, agreements, undertakings or obligations
         set forth in this Agreement, the annexes, schedules or exhibits hereto
         or any instrument, agreement or certificate entered into or delivered
         by the Company pursuant to this Agreement.

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

              (i)  any misrepresentation, omission of fact, or breach of any of
         the Investor's representations or warranties contained in this
         Agreement, the annexes, schedules or exhibits hereto or any instrument,
         agreement or certificate entered into or delivered by the Investor
         pursuant to this Agreement; or

              (ii)  any failure by the Investor to perform in any material
         respect any of its covenants, agreements, undertakings or obligations
         set forth in this Agreement or any instrument, certificate or agreement
         entered into or delivered by the Investor pursuant to this Agreement.

Section 7.3. Notice. Promptly after receipt by either party hereto seeking
indemnification pursuant to Section 7.2 (an "Indemnified Party") of written
notice of any investigation, claim, proceeding or other action in respect of
which indemnification is being sought (each, a "Claim"), the Indemnified Party
promptly shall notify the party against whom indemnification pursuant to Section
7.2 is being sought (the "Indemnifying Party") of the commencement thereof; but
the omission to so notify the Indemnifying Party shall not relieve it from any
liability that it otherwise may have to the Indemnified Party, except to the
extent that the Indemnifying Party is materially prejudiced and forfeits
substantive rights and defenses by reason of such failure. In connection with
any Claim as to which both the Indemnifying Party and the Indemnified Party are
parties, the Indemnifying Party shall be entitled to assume the defense thereof.
Notwithstanding the assumption of the defense of any Claim by the Indemnifying
Party, the Indemnified Party shall have the right to employ separate legal
counsel and to participate in the defense of such Claim, and the Indemnifying
Party shall bear the reasonable fees, out-of-pocket costs and expenses of such
separate legal counsel to the Indemnified Party if (and only if): (x) the
Indemnifying Party shall have agreed to pay such fees, out-of-pocket costs and
expenses, (y) the Indemnified Party and the Indemnifying Party reasonably shall
have concluded that representation of the Indemnified Party and the Indemnifying
Party by the same legal counsel would not be appropriate due to actual or, as
reasonably


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determined by legal counsel to the Indemnified Party, potentially differing
interests between such parties in the conduct of the defense of such Claim, or
if there may be legal defenses available to the Indemnified Party that are in
addition to or disparate from those available to the Indemnifying Party, or (z)
the Indemnifying Party shall have failed to employ legal counsel reasonably
satisfactory to the Indemnified Party within a reasonable period of time after
notice of the commencement of such Claim. If the Indemnified Party employs
separate legal counsel in circumstances other than as described in clauses (x),
(y) or (z) above, the fees, costs and expenses of such legal counsel shall be
borne exclusively by the Indemnified Party. Except as provided above, the
Indemnifying Party shall not, in connection with any Claim in the same
jurisdiction, be liable for the fees and expenses of more than one firm of legal
counsel for the Indemnified Party (together with appropriate local counsel). The
Indemnifying Party shall not, without the prior written consent of the
Indemnified Party (which consent shall not unreasonably be withheld), settle or
compromise any Claim or consent to the entry of any judgment that does not
include an unconditional release of the Indemnified Party from all liabilities
with respect to such Claim or judgment.

Section 7.4. Direct Claims. In the event one party hereunder should have a claim
for indemnification that does not involve a claim or demand being asserted by a
third party, the Indemnified Party promptly shall deliver notice of such claim
to the Indemnifying Party. If the Indemnified Party disputes the claim, such
dispute shall be resolved by mutual agreement of the Indemnified Party and the
Indemnifying Party or by binding arbitration conducted in accordance with the
procedures and rules of the American Arbitration Association as set forth in
Article X. Judgment upon any award rendered by any arbitrators may be entered in
any court having competent jurisdiction thereof.

                                  ARTICLE VIII

         DUE DILIGENCE REVIEW; NON-DISCLOSURE OF NON-PUBLIC INFORMATION.

Section 8.1. Due Diligence Review. Subject to Section 8.2, the Company shall
make available for inspection and review by the Investor, and advisors to and
representatives of the Investor (who may or may not be affiliated with the
Investor and who are reasonably acceptable to the Company), all SEC Documents
and other filings with the SEC, and all other publicly available corporate
documents and properties of the Company as may be reasonably necessary for the
purpose of such review, and cause the Company's officers, directors and
employees to supply all such publicly available information reasonably requested
by the Investor or any such representative or advisor.

Section 8.2. Non-Disclosure of Non-Public Information. (a) The Company shall not
disclose material non-public information to the Investor, or advisors to or
representatives of the Investor, unless prior to disclosure of such information
the Company identifies such information as being non-public information and
provides the Investor, such advisors and representatives with the opportunity to
accept or refuse to accept such non-public information for review. The Company
may, as a condition to disclosing any non-public information hereunder, require
the Investor's advisors and representatives to enter into a confidentiality
agreement in form reasonably satisfactory to the Company and the Investor.


                  (b) Nothing herein shall require the Company to disclose
material non-public information to the Investor or its advisors or
representatives, and the Company represents that it does not disseminate
material non-public information to any investors who purchase stock in the
Company in a public offering, to money managers or to securities analysts.


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                                   ARTICLE IX

                                     LEGENDS

Section 9.1. Legends. Unless otherwise provided below, each certificate
representing Investment Shares will bear the following legend or equivalent (the
"Legend"):


THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER
APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER
SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED
OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM, OR
NOT SUBJECT TO, SUCH REGISTRATION.

Section 9.2. No Other Legend or Stock Transfer Restrictions. No legend other
than the one specified in Section 9.1 has been or shall be placed on the share
certificates representing the Investment Shares and no instructions or "stop
transfer orders," so called, "stock transfer restrictions," or other
restrictions have been or shall be given to the Company's transfer agent with
respect thereto other than as expressly set forth in this Article IX. The
Company will not engage an independent transfer agent with respect to the
Investment Shares.

Section 9.3. Investor's Compliance. Nothing in this Article shall affect in any
way the Investor's obligations to comply with all applicable securities laws
upon resale of the Investment Shares.

                                   ARTICLE X

                                 CHOICE OF LAW

Section 10.1. Governing Law/Arbitration. This Agreement shall be governed by and
construed in accordance with the laws of the State of Colorado. Any dispute
under this Agreement or any Exhibit attached hereto shall be submitted to
arbitration under the American Arbitration Association (the "AAA") in Denver,
Colorado, and shall be finally and conclusively determined by the decision of a
board of arbitration consisting of three (3) members (hereinafter referred to as
the "Board of Arbitration") selected as according to the rules governing the
AAA. The Board of Arbitration shall meet on consecutive business days in Denver,
Colorado, and shall reach and render a decision in writing (concurred in by a
majority of the members of the Board of Arbitration) with respect to the amount,
if any, which the losing party is required to pay to the other party in respect
of a claim filed. In connection with rendering its decisions, the Board of
Arbitration shall adopt and follow the laws of the State of Colorado. To the
extent practical, decisions of the Board of Arbitration shall be rendered no
more than thirty (30) calendar days following commencement of proceedings with
respect thereto. The Board of Arbitration shall cause its written decision to be
delivered to all parties involved in the dispute. Any decision made by the Board
of Arbitration (either prior to or after the expiration of such thirty (30)
calendar day period) shall be final, binding and conclusive on the parties to
the



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<PAGE>


dispute, and entitled to be enforced to the fullest extent permitted by law and
entered in any court of competent jurisdiction. The non-prevailing party to any
arbitration (as determined by the Board of Arbitration) shall pay the expenses
of the prevailing party including reasonable attorney's fees, in connection with
such arbitration.

                                   ARTICLE XI

                                   ASSIGNMENT

Section 11.1. Assignment. Neither this Agreement nor any rights of the Investor
or the Company hereunder may be assigned by either party to any other person.

                                  ARTICLE XII

                                    NOTICES

Section 12.1. Notices. All notices, demands, requests, consents, approvals, and
other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be deemed to have been given or made
upon receipt and shall be (i) personally served, (ii) deposited in the mail,
registered or certified, return receipt requested, postage prepaid, or (iii)
delivered by reputable air courier service with charges prepaid. In all cases,
at the same time any such communication is made or given, a copy shall be
delivered by facsimile, and the receiving party shall promptly acknowledge
receipt by return facsimile. The addresses for such communications shall be as
set forth on the signature page.Either party hereto may from time to time change
its address or facsimile number for notices under this Section 12.1 by giving
written notice of such changed address or facsimile number to the other party
hereto as provided in this Section 12.1.

                                  ARTICLE XIII

                                  MISCELLANEOUS

Section 13.1. Counterparts/ Facsimile/ Amendments. This Agreement may be
executed in multiple counterparts, each of which may be executed by less than
all of the parties and shall be deemed to be an original instrument which shall
be enforceable against the parties actually executing such counterparts and all
of which together shall constitute one and the same instrument. Except as
otherwise stated herein, in lieu of the original documents, a facsimile
transmission or copy of the original documents shall be as effective and
enforceable as the original. This Agreement may be amended only by a writing
executed by all parties.

Section 13.2. Entire Agreement. This Agreement sets forth the entire agreement
and understanding of the parties relating to the subject matter hereof and
supersedes all prior and contemporaneous agreements, negotiations and
understandings between the parties, both oral and written relating to the
subject matter hereof. The terms and conditions of any exhibits to this
Agreement are incorporated herein by this reference and shall constitute part of
this Agreement as is fully set forth herein.


                                       12
<PAGE>


Section 13.3. Severability. In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without said provision; provided that such severability shall be ineffective if
it materially changes the economic benefit of this Agreement to any party.

Section 13.4. Headings. The headings used in this Agreement are used for
convenience only and are not to be considered in construing or interpreting this
Agreement.

Section 13.5. Replacement of Certificates. Upon (i) receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of a certificate representing the Investment Shares and (ii) in the
case of any such loss, theft or destruction of such certificate, upon delivery
of an indemnity agreement or security reasonably satisfactory in form and amount
to the Company (which shall not exceed that required by the Company's transfer
agent in the ordinary course) or (iii) in the case of any such mutilation, on
surrender and cancellation of such certificate, the Company at its expense will
execute and deliver, in lieu thereof, a new certificate of like tenor.

Section 13.6. Fees and Expenses. Each of the Company and the Investor agrees to
pay its own expenses incident to the performance of its obligations hereunder.

Section 13.7. Brokerage. Subject to the Company's obligation to pay a finder's
fee, as described in Section 3.6, each of the parties hereto represents that it
has had no dealings in connection with this transaction with any finder or
broker who will demand payment of any fee or commission from the other party.
The Company on the one hand, and the Investor, on the other hand, agree to
indemnify the other against and hold the other harmless from any and all
liabilities to any person claiming brokerage commissions or finder's fees on
account of services purported to have been rendered on behalf of the
indemnifying party in connection with this Agreement or the transactions
contemplated hereby.





                            [SIGNATURE PAGE FOLLOWS]





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<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by the undersigned, thereunto duly authorized:, as of the dates set
forth below.

Address:                                  INVESTOR:


-------------------------------           --------------------------------------
                                          Name of Investor

_______________________________           By:___________________________________


_______________________________           Print Name:___________________________


Telephone:______________________          Title:________________________________


Fax:____________________________          Date:_________________________________

Calculation of Purchase Price:

Number of Investment Shares Purchased: ____________   x  $1.75 = $_________.

================================================================================

ACCEPTED:                                 PRIME RATE INCOME & DIVIDEND
                                          ENTERPRISES, INC.


DATED:_______________________             By:___________________________________



                                          Its:__________________________________



                                          Address:   1401 - 17th St., Suite 1150
                                                     Denver ,CO  80202



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