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                         PATRIOT SCIENTIFIC CORPORATION




                                  FORM 10Q-SB/A
                       Amendment No. 1 to Quarterly Report



                                EXHIBIT NO. 4.14


                              Investment Agreement


                                     EX- 3

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                            PATRIOT SCIENTIFIC CORP.

                              INVESTMENT AGREEMENT

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

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

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

      SEE ADDITIONAL LEGENDS AT SECTIONS 4.7.


            THIS INVESTMENT AGREEMENT (this "Agreement") is made as of the 24th
day of February, 1999, by and between Patriot Scientific Corp., a corporation
duly organized and existing under the laws of the State of Delaware (the
"Company"), and the undersigned Investor executing this Agreement ("Investor").

                                    RECITALS:

      WHEREAS, the parties desire that, upon the terms and subject to the
conditions contained herein, the Company shall issue to the Investor, and the
Investor shall purchase from the Company, from time to time as provided herein,
shares of the Company's Common Stock, par value $0.00001 per share (the "Common
Stock"), as part of an offering of Common Stock by the Company to Investor, for
a maximum aggregate offering amount of Five Million Dollars ($5,000,000) (the
"Maximum Offering Amount"); and

      WHEREAS, the solicitation of this Investment Agreement and, if accepted by
the Company, the offer and sale of the Common Stock are being made in reliance
upon the provisions of 


                                     EX- 4
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Regulation D ("Regulation D") promulgated under the Securities Act of 1933, as
amended (the "Act"), and/or upon such other exemption from the registration
requirements of the Act as may be available with respect to any or all of the
purchases of Common Stock to be made hereunder.

                                     TERMS:

      NOW, THEREFORE, the parties hereto agree as follows:

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

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

      "AAA" shall have the meaning set forth in Section 7.8.

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

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

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

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

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

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

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

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

      "Agreement" shall mean this Investment Agreement.

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

      "Bid Price" shall mean the bid price of the Common Stock on the Company's
Principal Market.

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

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


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

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

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

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

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

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

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

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

      "Common Stock" shall mean the common stock of the Company, par value
$0.00001 per share.

      "Company" shall mean Patriot Scientific Corp., a corporation duly
organized and existing under the laws of the State of Delaware.

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


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      "Company Designated Minimum Put Share Price" shall have the meaning set
forth in Section 2.3.1(a).

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

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

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

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

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

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

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

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

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

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

      "Gross Discount Amount," for each Purchase of Put Shares, shall equal the
product of (i) the difference of one minus the quotient obtained when the Put
Share Price for such Purchase is divided by the Market Price for such Purchase,
multiplied by (ii) the Put Dollar Amount paid to the Company by the Investor for
the Put Shares in that Purchase.

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

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

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

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

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

      "Ineffective Period" shall mean any period of time that the Registration
Statement or any Supplemental Registration Statement (each as defined in the
Registration Rights Agreement) becomes ineffective or unavailable for use for
the sale or resale, as applicable, of any or all of the 


                                     EX- 7
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Registrable Securities (as defined in the Registration Rights Agreement) for any
reason (or in the event the prospectus under either of the above is not current
and deliverable) during any time period required under the Registration Rights
Agreement.

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

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

      "Investment Agreement" shall mean this Investment Agreement.

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

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

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

      "Key Employee" shall have the meaning set forth in Section 5.18, as set
forth in Exhibit N. "Late Payment Amount" shall have the meaning set forth in
Section 2.3.8.

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

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

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

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


                                     EX- 8
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            (iii) a purchase, tender or exchange offer made to the holders of
outstanding shares of Common Stock, such that following such purchase, tender or
exchange offer a Change of Control shall have occurred.

      "Market Price" shall equal the lowest intra-day trade price for the Common
Stock on the Principal Market for the six (6) Business Days immediately
preceding the date of the applicable Purchase Notice, provided that, for
purposes of this definition, the lowest intra-day price on an Excluded Day shall
be deemed to equal the Company Designated Minimum Put Share Price for the
applicable Purchase Period if so opted by the Company.

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

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

      "Maximum Offering Amount" shall mean Five Million Dollars ($5,000,000).

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

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

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

      "Numeric Day" shall mean the numerical day of the month of the Investment
Date.

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

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

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

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

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

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

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


                                     EX- 9
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      "Purchase Notice" shall have the meaning set forth in Section 2.3.7(c), in
the form attached as Exhibit P.

      "Purchase Notice Date" shall have the meaning set forth in Section
2.3.7(c).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

      "Put Share Price" shall have the meaning set forth in Section 2.3.1(c).

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

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

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

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

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

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

      "Regulation D" shall have the meaning set forth in the Recitals hereto.

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

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

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

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

      "SEC" shall mean the Securities and Exchange Commission.

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

      "Semi-Annual Commitment Shortfall" shall have the meaning set forth in
Section 2.7.

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      "Warrants" shall mean Purchase Warrants.


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        2.      Purchase and Sale of Common Stock.

                2.1     Offer to Subscribe.

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

                2.2     Investment Commitment.

                        2.2.1   [Intentionally Left Blank].

                        2.2.2   [Intentionally Left Blank].

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

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

                                (a)     the following documents shall have been
delivered to the Investor: (i) the Registration Rights Agreement, in the form
attached hereto as Exhibit A, or such other form as agreed upon by the parties,
(the "Registration Rights Agreement") (executed by the Company and Investor),
(ii) the Investment Commitment Opinion of Counsel (signed by the Company's
counsel), and (iii) a Secretary's Certificate as to (A) the resolutions of the
Company's board of directors authorizing this transaction, (B) the Company's
Certificate of Incorporation, and (C) the Company's Bylaws;

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

                                (c)     [Intentionally Left Blank];

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

                                (e)     other than continuing losses described
in the Risk Factors set forth in the Disclosure Documents (provided for in
Section 3.2.4), as of the Closing there


                                     EX- 13
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have been no material adverse changes in the Company's business prospects or
financial condition since the date of the last balance sheet included in the
Disclosure Documents, including but not limited to incurring material
liabilities; and

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

                2.3     Puts of Common Shares to the Investor.

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

                                (a)     Delivery of Advance Put Notice.At least
ten (10) Business Days but not more than twenty (20) Business Days prior to any
intended Put Date (unless otherwise agreed in writing by the Investor), the
Company shall deliver advance written notice (the "Advance Put Notice," the form
of which is attached hereto as Exhibit E, the date of such Advance Put Notice
being the "Advance Put Notice Date") to Investor stating the Put Date for which
the Company shall, subject to the limitations and restrictions contained herein,
exercise a Put and stating the number of shares of Common Stock (subject to the
Individual Put Limit and the Maximum Put Dollar Amount) which the Company
intends to sell to the Investor during the Purchase Period (the "Intended Put
Share Amount").

        The Company may, at its option, also designate in an Advance Put Notice
(i) a maximum dollar amount of Common Stock, not to exceed $2,000,000, which it
shall sell to Investor during the Put (the "Company Designated Maximum Put
Dollar Amount") and/or (ii) a minimum purchase price per Put Share at which the
Investor may purchase Shares pursuant to such Put Notice during the related
Purchase Period (a "Company Designated Minimum Put Share Price"). The Company
Designated Minimum Put Share Price shall be no less than X% (as defined in
Section 2.3.1 (c)) of the Closing Bid Price of the Company's common stock on the
Advance Put Notice Date.

        Notwithstanding the above, if more than two (2) Calendar Months have
passed since the date of the previous Put Closing, the Company shall deliver the
Advance Put Notice at least twenty (20) Business Days prior to any intended Put
Date, unless waived in writing by the Investor. In order to effect delivery of
the Advance Put Notice, the Company shall (i) send the Advance Put Notice by
facsimile on such date so that such notice is received by the Investor by 6:00
p.m., New York, NY time, and (ii) surrender such notice on such date to a
courier for overnight delivery to the Investor (or two (2) day delivery in the
case of a Investor residing outside of the U.S.). Upon receipt by the Investor
of a facsimile copy of the Advance Put Notice, the Investor shall, within two
(2) Business Days, send, via facsimile, a confirmation of receipt (the "Advance
Put Notice Confirmation," the


                                     EX- 14
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form of which is attached hereto as Exhibit F) of the Advance Put Notice to the
Company specifying that the Advance Put Notice has been received and affirming
the intended Put Date and the Intended Put Share Amount.

                                (b)     Put Share Amount. The "Put Share Amount"
is the number of shares of Common Stock that the Investor shall be obligated to
purchase in a given Put, and shall equal the lesser of (i) the Intended Put
Share Amount, and (ii) the Individual Put Limit. The "Individual Put Limit"
shall equal the lesser of (i) 20% of the sum of the daily reported trading
volume in the outstanding Common Stock on the Company's Principal Market during
each Evaluation Day (as defined below) of the Purchase Period, as extended or
shortened under the terms hereof, (ii) the number of Put Shares which, when
multiplied by their respective Put Share Prices, equals the Maximum Put Dollar
Amount, and (iii) 9.9% of the total amount of the Company's Common Stock that
would be outstanding upon completion of the Put.

                                (c)     Put Share Price. The purchase price for
the Put Shares (the "Put Share Price") shall equal the lesser of (i) the Market
Price for such Put, minus $.05, or (ii) X% of the Market Price for such Put
where "X" is defined as follows:


                                     EX- 15
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<TABLE>
<S>                                                                       <C>
               Market Price in Effect on the
                  Date of Purchase Notice                                 "X"

                        Below $1.00                                       80%
           $1.00 or greater, but less than $2.00                          85%
                     $2.00 or greater                                     90%
</TABLE>


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

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

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


                                     EX- 16
<PAGE>   15
                                (a)     the Company shall not exercise a Put or
any Put thereafter if, at any time, either the Company or any director or
executive officer of the Company has engaged in a transaction or conduct related
to the Company that gives rise to (i) a Securities and Exchange Commission
enforcement action, or (ii) a civil judgment or criminal conviction for fraud or
misrepresentation, or for any other offense that, if prosecuted criminally,
would constitute a felony under applicable law;

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

                                (c)     the Company shall not exercise a Put or
any Put thereafter if at any time the Company has filed for and/or is subject to
any bankruptcy, insolvency, reorganization or liquidation proceedings or other
proceedings for relief under any bankruptcy law or any law for the relief of
debtors instituted by or against the Company or any subsidiary of the Company;
provided that in the event that an involuntary bankruptcy petition is filed
against the Company, the Company shall have sixty (60) days to obtain dismissal
of such petition before such Put prohibition shall initiate; and

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

                        2.3.3   Put Limitations. The Company's right to exercise
a Put shall be limited as follows, unless waived in writing by the Investor:

                                (a)     [Intentionally Left Blank].

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

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

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

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


                                     EX- 17
<PAGE>   16
                                (f)     the Investor shall not be obligated to
acquire and pay for the Put Shares with respect to any Put for which a Major
Transaction has occurred during the Extended Put Period;

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

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

                                (b)     the Company shall have satisfied any and
all obligations pursuant to the Registration Rights Agreement, including, but
not limited to, the filing of the Registration Statement with the SEC with
respect to the resale of all Registrable Securities and the requirement that the
Registration Statement shall have been declared effective by the SEC for the
resale of all Registrable Securities and the Company shall have satisfied and
shall be in compliance with any and all obligations pursuant to this Agreement
and the Warrants;

                                (c)     [Intentionally Left Blank].

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

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

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


                                     EX- 18
<PAGE>   17
                                (g)     if the Aggregate Issued Shares after the
Closing of the Put would exceed the Cap Amount, the Company shall have obtained
the Stockholder 20% Approval as specified in Section 6.12.

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

                                (a)     a number of Unlegended Share
Certificates equal to the Intended Put Share Amount, in denominations of not
more than 50,000 shares per certificate;

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

                                (c)     current Risk Factors; and

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

                        2.3.6   Accountant's Letter and Registration Opinion.

                                (a)     The Company shall have caused to be
delivered to the Investor, (i) whenever required by Section 2.3.6(b) or by
Section 2.6.3, and (ii) on the date that is three (3) Business Days prior to
each Put Date (the "Registration Opinion Deadline"), an opinion of the Company's
independent counsel, in substantially the form of Exhibit R (the "Registration
Opinion"), addressed to the Investor stating, inter alia, that no facts
("Material Facts") have come to such counsel's attention that have caused it to
believe that the Registration Statement is subject to an Ineffective Period or
to believe that the Registration Statement, any Supplemental Registration
Statement (as each may be amended, if applicable), and any related prospectuses,
contains an untrue statement of material fact or omits a material fact required
to make the statements contained therein, in light of the circumstances under
which they were made, not misleading. If a Registration Opinion cannot be
delivered by the Company's independent counsel to the Investor on the
Registration Opinion Deadline due to the existence of Material Facts or an
Ineffective Period, the Company shall promptly notify the Investor and as
promptly as possible amend each of the Registration Statement and any
Supplemental Registration Statement, as applicable, and any related prospectus
or cause such Ineffective Period to terminate, as the case may be, and deliver
such Registration Opinion and updated prospectus as soon as possible thereafter.
If at any time after a Put Notice shall have been delivered to Investor but
before the related Purchase Period End Date, the Company acquires knowledge of
such Material Facts or any Ineffective Period occurs, the Company shall promptly
notify the Investor and shall deliver a Put Cancellation Notice to the Investor
pursuant to Section 2.3.13 by facsimile and overnight courier by the end of that
Business Day.


                                     EX- 19
<PAGE>   18
                                (b)     (i)     the Company shall engage its
independent auditors to perform the procedures in accordance with the provisions
of Statement on Auditing Standards No. 71, as amended, as agreed to by the
parties hereto, and reports thereon (the "Bring Down Cold Comfort Letters") as
shall have been reasonably requested by the Investor with respect to certain
financial information contained in the Registration Statement and shall have
delivered to the Investor such a report addressed to the Investor, on the date
that is three (3) Business Days prior to each Put Date.

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

                        2.3.7   Mechanics of Purchase of Put Shares.

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

                                (b)     Purchase Period. For purposes hereof,
the "Purchase Period," shall mean, unless otherwise shortened or lengthened
under the terms of this Agreement, the period beginning on the Business Day
immediately following the Put Date and ending on and including the date which is
20 Business Days after such Put Date; provided that, if a Put Cancellation
Notice has been delivered to the Investor after the Put Date, the Purchase
Period for such Put shall end at 6:00 p.m., New York City time, on the Put
Cancellation Date (a "Truncated Purchase Period").

                The applicable Purchase Period shall be extended (a "Purchase
Period Extension") by one (1) Business Day for each Excluded Day during such
Purchase Period, up to a maximum extension of five (5) Business Days; provided
that no subsequent Put Notice may become effective until at least five (5)
Business Days after the end of the previous Purchase Period, as extended or
shortened.

        For purposes of this Agreement:

                "Trigger Price" for any Purchase Period shall mean the greater
of (i) the Company Designated Minimum Put Share Price, plus $.05, or (ii) (100%
/ X%) multiplied by the Company Designated Minimum Put Share Price, where "X" is
defined in Section 2.3.1(c) above.


                                     EX- 20
<PAGE>   19
                An "Evaluation Day" shall mean each Business Day during a
Purchase Period where the lowest intra-day trading price of the Common Stock is
greater than or equal to the Trigger Price.

                An "Excluded Day" shall mean each Business Day where the lowest
intra-day trading price of the Common Stock is less than the Trigger Price.

                                (c)     Delivery of Purchase Notices. To effect
a purchase of Put Shares, during a Purchase Period the Investor shall deliver
one or more written notices to the Company (each a "Purchase Notice") at any
time and from time to time during the Purchase Period. Each Purchase Notice
shall set forth (i) the number of Put Shares being purchased pursuant to such
Purchase Notice, (ii) the Put Share Price per share, and (iii) the aggregate Put
Dollar Amount for the Put Shares being purchased by the Investor pursuant to
such Purchase Notice, as of the date of delivery of such Purchase Notice. The
"Purchase Notice Date" with respect to a Purchase Notice shall be the date on
which the Investor delivers a copy of such Purchase Notice to the Company by
facsimile transmission prior to 11:59 p.m. Eastern Time on such date.

        If prior to the last day of a Purchase Period the Investor shall not
have delivered Purchase Notices covering the purchase of an aggregate number of
Put Shares equal to at least the Put Share Amount with respect to such Purchase
Period, then the Investor shall be deemed to have delivered a Purchase Notice on
the last day of such Purchase Period covering the purchase of a number of Put
Shares equal to the difference of (x) the Put Share Amount with respect to such
Purchase Period minus (y) the aggregate number of Put Shares covered by Purchase
Notices delivered by the Investor to the Company during such Purchase Period.

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

        If the Investor does not deliver to the Company the Put Dollar Amount
for such Put on or before the Payment Due Date, then the Investor shall pay to
the Company, in addition to the Put Dollar Amount, an amount (the "Late Payment
Amount") at a rate of X% per month, accruing daily, multiplied by such Put
Dollar Amount, where "X" equals one percent (1%) for the first month following
the date in question, and increases by an additional one percent (1%) for each
month that passes after the date in question, up to a maximum of five percent
(5%).

                        2.3.9   [Intentionally Left Blank].


                                     EX- 21
<PAGE>   20
                        2.3.10  Limitation on Short Sales. The Investor and its
Affiliates shall not engage in short sales of the Company's Common Stock;
provided, however, that the Investor may enter into any short sale or other
hedging or similar arrangement it deems appropriate with respect to Put Shares
after it receives a Put Notice with respect to such Put Shares so long as such
sales or arrangements do not involve more than the number of such Put Shares
specified in the Put Notice.

                        2.3.11  Cap Amount. If the Company becomes listed on the
Nasdaq Small Cap Market or the Nasdaq National Market, then, unless the Company
has obtained Stockholder 20% Approval as set forth in Section 6.12 or unless
otherwise permitted by Nasdaq, in no event shall the Aggregate Issued Shares
exceed the maximum number of shares of Common Stock (the "Cap Amount") that the
Company can, without stockholder approval, so issue pursuant to Nasdaq Rule
4460(i)(1)(d)(ii) (or any other applicable Nasdaq Rules or any successor rule)
(the "Nasdaq 20% Rule").

                        2.3.12  [Intentionally Left Blank]

                        2.3.13  Put Cancellation.

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

                                (b)     Effect of Put Cancellation. Anytime a
Put Cancellation Notice is delivered to Investor after the Put Date, the Put, at
the Investor's option, shall remain effective with respect to the number of Put
Shares (the "Truncated Put Share Amount"), if any, that were included in
Purchase Notices delivered by the Investor on or before 11:59 PM, New York City
time, on the Put Cancellation Date.

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

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


                                     EX- 22
<PAGE>   21
Notwithstanding the above, any cancellation occurring during an Extended Put
Period is governed by Section 2.3.13.

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

                2.4     Warrants.

                        2.4.1   [Intentionally Omitted].

                        2.4.2   Purchase Warrants. Within five (5) Business Days
of the end of each Purchase Period, the Company shall issue and deliver to the
Investor a warrant ("Purchase Warrant"), in the form attached hereto as Exhibit
D, or such other form as agreed upon by the parties, to purchase a number of
shares of Common Stock equal to 15% of the number of Put Shares issued to
Investor in that Put. Each Purchase Warrant shall be exerciseable at a price
(the "Purchase Warrant Exercise Price") which shall initially equal 110% of the
Market Price on the Purchase Period End Date, and shall have annual reset
provisions. Each Purchase Warrant shall be immediately exercisable at the
Purchase Warrant Exercise Price, and shall have a term beginning on the date of
issuance and ending on date that is five (5) years thereafter. The Warrant
Shares shall be registered for resale pursuant to the Registration Rights
Agreement. Concurrently with the issuance and delivery of the Purchase Warrant
to the Investor, the Company shall deliver to the Investor a Purchase Warrant
Opinion of Counsel (signed by the Company's independent counsel).

                2.5     [Intentionally Left Blank].

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

                        2.6.1   Treatment of Nonpublic Information. The Company
shall not disclose nonpublic information to the Investor or to its advisors or
representatives unless prior to disclosure 


                                     EX- 23
<PAGE>   22
of such information the Company identifies such information as being nonpublic
information and provides the Investor and such advisors and representatives with
the opportunity to accept or refuse to accept such nonpublic information for
review. The Company may, as a condition to disclosing any nonpublic information
hereunder, require the Investor and its advisors and representatives to enter
into a confidentiality agreement (including an agreement with such advisors and
representatives prohibiting them from trading in Common Stock during such period
of time as they are in possession of nonpublic information) in form reasonably
satisfactory to the Company and the Investor.

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

                        2.6.2   Disclosure of Misstatements and Omissions. The
Investor's advisors or representatives shall make complete disclosure to the
Investor's counsel of all events or circumstances constituting nonpublic
information discovered by such advisors or representatives in the course of
their due diligence upon which such advisors or representatives form the opinion
that the Registration Statement contains an untrue statement of a material fact
or omits a material fact required to be stated in the Registration Statement or
necessary to make the statements contained therein, in the light of the
circumstances in which they were made, not misleading. Upon receipt of such
disclosure, the Investor's counsel shall consult with the Company's independent
counsel in order to address the concern raised as to the existence of a material
misstatement or omission and to discuss appropriate disclosure with respect
thereto; provided, however, that such consultation shall not constitute the
advice of the Company's independent counsel to the Investor as to the accuracy
of the Registration Statement and related Prospectus.

                        2.6.3   Procedure if Material Facts are Reasonably
Believed to be Untrue or are Omitted. In the event after such consultation the
Investor or the Investor's counsel reasonably believes that the Registration
Statement contains an untrue statement or a material fact or omits a 


                                     EX- 24
<PAGE>   23
material fact required to be stated in the Registration Statement or necessary
to make the statements contained therein, in light of the circumstances in which
they were made, not misleading,

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

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

         2.7 Commitment Payments. On each six (6) month anniversary of the
Investment Commitment Closing, if the Investor has not received at least an
amount equal to the applicable Semi-Annual Commitment Fee, as set forth below,
in aggregate Gross Discount Amounts for the preceding six (6) Calendar Months
(each such period a "Commitment Evaluation Period"), the Company, in
consideration of Investor's commitment costs, including, but not limited to, due
diligence expenses, shall pay to the Investor an amount (the "Semi-Annual
Commitment Shortfall") equal to the difference of (i) the applicable Semi-Annual
Commitment Fee, as defined below, minus (ii) the aggregate of the Gross Discount
Amounts received by the Investor during the preceding six (6) Calendar Months.
In the event that the Company delivers a Termination Notice to the Investor, the
Company shall pay to the Investor the greater of (i) the Semi-Annual Commitment
Fee for the applicable Commitment Evaluation Period, less the Gross Discount
Amount on amounts put to the Investor in that Commitment Evaluation Period, or
(ii) the difference of (x) $200,000, minus (y) the aggregate of the Gross
Discount Amounts for all Puts to date, and the Company shall not be required to
pay the Semi-Annual Commitment Shortfall thereafter.

        For purposes hereof, the Semi-Annual Commitment Fee shall be as follows:

<TABLE>
<CAPTION>
        Commitment Evaluation Period                        Semi-Annual Commitment Fee
        ----------------------------                        --------------------------
<S>                                                         <C>

First 6 Calendar Months after Closing*                                $ 50,000**
 6 through 12 Calendar Months after Closing                           $ 75,000
12 through 18 Calendar Months after Closing                           $100,000
18 through 24 Calendar Months after Closing                           $100,000
24 through 30 Calendar Months after Closing                           $125,000
30 through 36 Calendar Months after Closing                           $150,000
</TABLE>


* = Investment Commitment Closing


                                     EX- 25
<PAGE>   24
** = If the date of effectiveness of the Registration Statement is more than 4
Calendar Months after the date of filing of the Registration Statement, and the
Company has used its best efforts to cause such Registration Statement to become
effective as soon as possible, the Semi-Annual Commitment Fee for the First 6
Calendar Months After Closing shall be reduced to $25,000.

         The Company shall not be required to deliver any payments to Investor
under this subsection until Investor has paid all Put Dollar Amounts that are
then due.

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

                3.1     Accredited Investor. Investor is an accredited investor
("Accredited Investor"), as defined in Rule 501 of Regulation D, and has checked
the applicable box set forth in Section 12 of this Agreement.

                3.2     Investment Experience; Access to Information;
Independent Investigation.

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

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

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

                        3.2.4   Disclosure Documents. Investor, in making
Investor's investment decision to subscribe for the Investment Agreement
hereunder, represents that (a) Investor has received and had an opportunity to
review (i) the Company's Annual Report on Form 10-KSB for the year ended May 31,
1998, (ii) the Company's quarterly report on Form 10-QSB for the quarters ended
August 31, 1998, and November 30, 1998, (iii) the Risk Factors, attached as
Exhibit J, (the "Risk Factors") (iv) the Capitalization Schedule, attached as
Exhibit K, (the "Capitalization Schedule") and (v) the Use of Proceeds Schedule,
attached as Exhibit L, (the "Use of Proceeds 


                                     EX- 26
<PAGE>   25
Schedule"); (b) Investor has read, reviewed, and relied solely on the documents
described in (a) above, the Company's representations and warranties and other
information in this Agreement, including the exhibits, documents prepared by the
Company which have been specifically provided to Investor in connection with
this Offering (the documents described in this Section 3.2.4 (a) and (b) are
collectively referred to as the "Disclosure Documents"), and an independent
investigation made by Investor and Investor's representatives, if any; (c)
Investor has, prior to the date of this Agreement, been given an opportunity to
review material contracts and documents of the Company which have been filed as
exhibits to the Company's filings under the Act and the Securities Exchange Act
of 1934, as amended (the "Exchange Act") and has had an opportunity to ask
questions of and receive answers from the Company's officers and directors; and
(d) is not relying on any oral representation of the Company or any other
person, nor any written representation or assurance from the Company other than
those contained in the Disclosure Documents or incorporated herein or therein.
The foregoing, however, does not limit or modify Investor's right to rely upon
covenants, representations and warranties of the Company in Sections 5 and 6 of
this Agreement. Investor acknowledges and agrees that the Company has no
responsibility for, does not ratify, and is under no responsibility whatsoever
to comment upon or correct any reports, analyses or other comments made about
the Company by any third parties, including, but not limited to, analysts'
research reports or comments (collectively, "Third Party Reports"), and Investor
has not relied upon any Third Party Reports in making the decision to invest.

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


                3.3     Exempt Offering Under Regulation D.

                        3.3.1   [Intentionally Left Blank].

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

                        3.3.3   Restricted Securities. Investor understands that
the Investment Agreement is, the Common Stock and Warrants issued at each Put
Closing will be, and the Warrant Shares will be, characterized as "restricted
securities" under the federal securities laws inasmuch as they are being
acquired from the Company in a transaction exempt from the registration
requirements of the federal securities laws and that under such laws and
applicable regulations such 


                                     EX- 27
<PAGE>   26
securities may not be transferred or resold without registration under the Act
or pursuant to an exemption therefrom. In this connection, Investor represents
that Investor is familiar with Rule 144 under the Act, as presently in effect,
and understands the resale limitations imposed thereby and by the Act.

                        3.3.4   Disposition. Without in any way limiting the
representations set forth above, Investor agrees that until the Securities are
sold pursuant to an effective Registration Statement or an exemption from
registration, they will remain in the name of Investor and will not be
transferred to or assigned to any broker, dealer or depositary. Investor further
agrees not to sell, transfer, assign, or pledge the Securities (except for any
bona fide pledge arrangement to the extent that such pledge does not require
registration under the Act or unless an exemption from such registration is
available and provided further that if such pledge is realized upon, any
transfer to the pledgee shall comply with the requirements set forth herein), or
to otherwise dispose of all or any portion of the Securities unless and until:

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

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

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


                3.4     Due Authorization.

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


                                     EX- 28
<PAGE>   27
reached the age of majority (if an individual) according to the laws of the
state in which he or she resides.

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

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

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

        4.      Acknowledgments    Investor is aware that:

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

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

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

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


                                     EX- 29
<PAGE>   28
                4.5     No Assurances of Registration. There can be no assurance
that any registration statement will become effective at the scheduled time, or
ever, or remain effective when required, and Investor acknowledges that it may
be required to bear the economic risk of Investor's investment for an indefinite
period of time;

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

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

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

        5.      Representations and Warranties of the Company . The Company
hereby makes the following representations and warranties to Investor (which
shall be true at the signing of this Agreement, and as of any such later date as
contemplated hereunder) and agrees with Investor that, except as set forth in
the Schedule of Exceptions attached hereto as Exhibit C:

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

                5.2     Corporate Condition. The Company's condition is, in all
material respects, as described in the Disclosure Documents (as further set
forth in any subsequently filed Disclosure 


                                     EX- 30
<PAGE>   29
Documents, if applicable), except for changes in the ordinary course of business
and normal year-end adjustments that are not, in the aggregate, materially
adverse to the Company. Except for continuing losses, there have been no
material adverse changes to the Company's business, financial condition, or
prospects since the dates of such Disclosure Documents. The financial statements
as contained in the 10-KSB and 10-QSB have been prepared in accordance with
generally accepted accounting principles, consistently applied (except as
otherwise permitted by Regulation S-X of the Exchange Act), subject, in the case
of unaudited interim financial statements, to customary year end adjustments and
the absence of certain footnotes, and fairly present the financial condition of
the Company as of the dates of the balance sheets included therein and the
consolidated results of its operations and cash flows for the periods then
ended,. Without limiting the foregoing, there are no material liabilities,
contingent or actual, that are not disclosed in the Disclosure Documents (other
than liabilities incurred by the Company in the ordinary course of its business,
consistent with its past practice, after the period covered by the Disclosure
Documents). The Company has paid all material taxes that are due, except for
taxes that it reasonably disputes. There is no material claim, litigation, or
administrative proceeding pending or, to the best of the Company's knowledge,
threatened against the Company, except as disclosed in the Disclosure Documents.
This Agreement and the Disclosure Documents do not contain any untrue statement
of a material fact and do not omit to state any material fact required to be
stated therein or herein necessary to make the statements contained therein or
herein not misleading in the light of the circumstances under which they were
made. No event or circumstance exists relating to the Company which, under
applicable law, requires public disclosure but which has not been so publicly
announced or disclosed.

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

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

                5.5     Compliance with Other Instruments. The Company is not in
violation or default of any provisions of its Certificate of Incorporation or
Bylaws, each as amended and in effect on and 


                                     EX- 31
<PAGE>   30
as of the date of the Agreement, or of any material provision of any material
instrument or material contract to which it is a party or by which it is bound
or of any provision of any federal or state judgment, writ, decree, order,
statute, rule or governmental regulation applicable to the Company, which would
have a material adverse effect on the Company's business or prospects, or on the
performance of its obligations under this Agreement or the Registration Rights
Agreement. The execution, delivery and performance of this Agreement and the
other agreements entered into in conjunction with the Offering and the
consummation of the transactions contemplated hereby and thereby will not (a)
result in any such violation or be in conflict with or constitute, with or
without the passage of time and giving of notice, either a default under any
such provision, instrument or contract or an event which results in the creation
of any lien, charge or encumbrance upon any assets of the Company, which would
have a material adverse effect on the Company's business or prospects, or on the
performance of its obligations under this Agreement, the Registration Rights
Agreement, (b) violate the Company's Certificate of Incorporation or By-Laws or
(c) violate any statute, rule or governmental regulation applicable to the
Company which violation would have a material adverse effect on the Company's
business or prospects.

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

                5.7     Capitalization. The capitalization of the Company as of
February 24, 1999, is, and the capitalization as of the Closing, subject to
exercise of any outstanding warrants and/or exercise of any outstanding stock
options, after taking into account the offering of the Securities contemplated
by this Agreement and all other share issuances occurring prior to this
Offering, will be, as set forth in the Capitalization Schedule as set forth in
Exhibit K. There are no securities or instruments containing anti-dilution or
similar provisions that will be triggered by the issuance of the Securities.
Except as disclosed in the Capitalization Schedule, as of the date of this
Agreement, (i) there are no outstanding options, warrants, scrip, rights to
subscribe for, calls or commitments of any character whatsoever relating to, or
securities or rights convertible into or exercisable or exchangeable for, any
shares of capital stock of the Company or any of its subsidiaries, or
arrangements by which the Company or any of its subsidiaries is or may become
bound to issue additional shares of capital stock of the Company or any of its
subsidiaries, and (ii) there are no agreements or arrangements under which the
Company or any of its subsidiaries is obligated to register the sale of any of
its or their securities under the Act (except the Registration Rights
Agreement).


                                     EX- 32
<PAGE>   31
                5.8     Intellectual Property. The Company has valid,
unrestricted and exclusive ownership of or rights to use the patents,
trademarks, trademark registrations, trade names, copyrights, know-how,
technology and other intellectual property necessary to the conduct of its
business. Exhibit M lists all patents, trademarks, trademark registrations,
trade names and copyrights of the Company. The Company has granted such licenses
or has assigned or otherwise transferred a portion of (or all of) such valid,
unrestricted and exclusive patents, trademarks, trademark registrations, trade
names, copyrights, know-how, technology and other intellectual property
necessary to the conduct of its business as set forth in Exhibit M. The Company
has been granted licenses, know-how, technology and/or other intellectual
property necessary to the conduct of its business as set forth in Exhibit M. To
the best of the Company's knowledge after due inquiry, the Company is not
infringing on the intellectual property rights of any third party, nor is any
third party infringing on the Company's intellectual property rights. There are
no restrictions in any agreements, licenses, franchises, or other instruments
that preclude the Company from engaging in its business as presently conducted.

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

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

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

                5.12    [Intentionally Left Blank].

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

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

                5.15    No Integrated Offering. Neither the Company, nor any of
its affiliates, nor any person acting on its or their behalf, has directly or
indirectly made any offers or sales of any of the 


                                     EX- 33
<PAGE>   32
Company's securities or solicited any offers to buy any security under
circumstances that would prevent the parties hereto from consummating the
transactions contemplated hereby pursuant to an exemption from registration
under Regulation D of the Act or would require the issuance of any other
securities to be integrated with this Offering under the Rules of Nasdaq. The
Company has not engaged in any form of general solicitation or advertising in
connection with the offering of the Common Stock or the Warrants.

                5.16    [Intentionally Left Blank].

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

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

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

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

                5.21    Transactions With Affiliates. Except as set forth in the
Disclosure Documents, none of the officers, directors, or employees of the
Company is presently a party to any 


                                     EX- 34
<PAGE>   33
transaction with the Company (other than for services as employees, officers and
directors), including any contract, agreement or other arrangement providing for
the furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any officer,
director or such employee or, to the knowledge of the Company, any corporation,
partnership, trust or other entity in which any officer, director, or any such
employee has a substantial interest or is an officer, director, trustee or
partner.

                5.22    Application of Takeover Protections. The Company and its
board of directors have taken all necessary action, if any, in order to render
inapplicable any control share acquisition, business combination or other
similar anti-takeover provision under Delaware law which is or could become
applicable to the Investor as a result of the transactions contemplated by this
Agreement, including, without limitation, the issuance of the Common Stock, any
exercise of the Warrants and ownership of the Common Shares and Warrant Shares.
The Company has not adopted and will not adopt any "poison pill" provision that
will be applicable to Investor as a result of transactions contemplated by this
Agreement.

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

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

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

                5.26    Shareholder Authorization. The Company shall, at its
next annual shareholder meeting following its listing on either the Nasdaq Small
Cap Market or the Nasdaq National Market, or at a special meeting to be held as
soon as practicable thereafter, use its best efforts to obtain approval of its
shareholders to (i) authorize the issuance of the full number of shares of
Common Stock which would be issuable under this Agreement and eliminate any
prohibitions under applicable law or the rules or regulations of any stock
exchange, interdealer quotation system or other self-regulatory organization
with jurisdiction over the Company or any of its securities with respect to the
Company's ability to issue shares of Common Stock in excess of the Cap Amount
(such approvals being the "20% Approval") and (ii) the increase in the number of
authorized shares of Common Stock of the Company (the "Share Authorization
Increase Approval") such that at least 12,000,000 shares can be reserved for
this Offering. In connection with such shareholder vote, the Company shall use
its best efforts to cause all officers and directors of the Company to promptly
enter into irrevocable agreements to vote all of their shares in favor of
eliminating such prohibitions. As soon as practicable after the 20% Approval and
the Share Authorization Increase Approval, the Company agrees to use its best
efforts to reserve 12,000,000 shares of Common Stock for issuance under this
Agreement.

         6.       Covenants of the Company


                                     EX- 35
<PAGE>   34
                6.1     Independent Auditors. The Company shall, until at least
the Termination Date, maintain as its independent auditors an accounting firm
authorized to practice before the SEC.

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

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

                6.4     [Intentionally Omitted].

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

                6.6     Capital Raising Limitations; Rights of First Refusal.

                        6.6.1   Capital Raising Limitations. During the period
from the date of this Agreement until the earlier of (i) the date that is one
year after the Termination Date, or (ii) (a) in the case of a Company
Termination, the date that is one (1) year after the date of such Company
Termination, or (b) in the case of an Automatic Termination that is not waived
by the Investor, the date that is six (6) months after the date of such
Automatic Termination, the Company shall not issue or sell, or agree to issue or
sell, for cash in private capital raising transactions (the following to be
collectively referred to herein as, the "Variable Priced Securities"), any debt
or equity securities which are convertible into, exercisable or exchangeable
for, or carry the right to receive additional shares of Common Stock either (i)
at any conversion, exercise or exchange rate or other price that is based upon
and/or varies with the trading prices of or quotations for Common Stock at any
time after the initial issuance of such debt or equity security, or (ii) with a
fixed conversion, exercise or exchange price that is subject to being reset at
some future date at any time after the initial issuance of such debt or equity
security or upon the occurrence of specified contingent events directly or
indirectly related to the business of the Company or the market for the Common
Stock. During the period from the date of this Agreement until the Termination
Date, the Company shall not issue or sell, or agree to issue or sell, for cash
in private capital raising transactions any securities of the Company pursuant
to an equity line structure or format similar in nature to this Offering without
obtaining the prior written approval of the Investor of the Offering (the
limitations referred to in this sentence are collectively referred to as the
"Capital Raising Limitations"). Notwithstanding the 


                                     EX- 36
<PAGE>   35
above, during the period from the date of this Agreement until the date that is
two (2) weeks after the date of this Agreement, this Section shall not prevent
the Company from placing up to $750,000 in purchase price of Common Stock, which
may be accompanied by warrants, and such warrants may contain a provision
allowing for a reset of the exercise price, provided that the number of shares
of common stock included in such warrants shall not increase as a result of such
reset, and any such placement that is completed prior to the date that is two
(2) weeks after the date of this Agreement shall not be included in the
Investor's Right of First Refusal set forth in Section 6.6.2 below.

                        6.6.2   Investor's Right of First Refusal. For any
private capital raising transactions of Variable Priced Securities or equity
line structured investments which close after the Capital Raising Deadline and
on or prior to the date that is six (6) months after the Termination Date of
this Agreement, not including any warrants issued in conjunction with this
Investment Agreement, the Company agrees to deliver to Investor, at least ten
(10) days prior to the closing of such transaction, written notice describing
the proposed transaction, including the terms and conditions thereof, and
providing the Investor and its affiliates an option during the ten (10) day
period following delivery of such notice to purchase the securities being
offered in such transaction on the same terms as contemplated by such
transaction.

                        6.6.3   Exceptions to the Capital Raising Limitation and
Rights of First Refusal. Notwithstanding the above, the Capital Raising
Limitations and the Rights of First Refusal shall not apply to any transaction
involving issuances of securities in connection with a merger, consolidation,
acquisition or sale of assets, or in connection with any strategic partnership
or joint venture (the primary purpose of which is not to raise equity capital),
or in connection with the disposition or acquisition of a business, product or
license by the Company or exercise of options by employees, consultants or
directors. The Capital Raising Limitations also shall not apply to (a) the
issuance of securities upon exercise or conversion of the Company's options,
warrants or other convertible securities outstanding as of the date hereof, (b)
the grant of additional options or warrants, or the issuance of additional
securities, under any Company stock option or restricted stock plan for the
benefit of the Company's employees, directors or consultants, or (c) the
issuance of debt securities, with no equity feature, incurred solely for working
capital purposes.

                6.7     Financial 10-KSB Statements, Etc. and Current Reports on
Form 8-K. The Company shall deliver to the Investor copies of its annual reports
on Form 10-KSB, and quarterly reports on Form 10-QSB and shall deliver to the
Investor current reports on Form 8-K within two (2) days of filing for the Term
of this Agreement.

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

                6.9     Removal of Legend. If the certificates representing any
Securities are issued with a restrictive Legend in accordance with the terms of
this Agreement, the Legend shall be removed and the Company shall issue a
certificate without such Legend to the holder of any Security upon which it is
stamped, and a certificate for a security shall be originally issued without the


                                     EX- 37
<PAGE>   36
Legend, if (a) the sale of such Security is registered under the Act, or (b)
such holder provides the Company with an opinion of counsel, in form, substance
and scope customary for opinions of counsel in comparable transactions (the
reasonable cost of which shall be borne by the Investor), to the effect that a
public sale or transfer of such Security may be made without registration under
the Act, or (c) such holder provides the Company with reasonable assurances that
such Security can be sold pursuant to Rule 144. Each Investor agrees to sell all
Securities, including those represented by a certificate(s) from which the
Legend has been removed, or which were originally issued without the Legend,
pursuant to an effective registration statement and to deliver a prospectus in
connection with such sale or in compliance with an exemption from the
registration requirements of the Act.

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

                6.11    The Company's Instructions to Transfer Agent. The
Company will instruct the Transfer Agent of the Common Stock, by delivering
instructions in the form of Exhibit T hereto, to issue certificates, registered
in the name of each Investor or its nominee, for the Put Shares and Warrant
Shares in such amounts as specified from time to time by the Company upon any
exercise by the Company of a Put and/or exercise of the Warrants by the holder
thereof. Such certificates shall not bear a Legend unless issuance with a Legend
is permitted by the terms of this Agreement and Legend removal is not permitted
by Section 6.9 hereof and the Company shall cause the Transfer Agent to issue
such certificates without a Legend. Nothing in this Section shall affect in any
way Investor's obligations and agreement set forth in Sections 3.3.3 or 3.3.4
hereof to resell the Securities pursuant to an effective registration statement
and to deliver a prospectus in connection with such sale or in compliance with
an exemption from the registration requirements of applicable securities laws.
If (a) a Investor provides the Company with an opinion of counsel, which opinion
of counsel shall be in form, substance and scope customary for opinions of
counsel in comparable transactions, to the effect that the Securities to be sold
or transferred may be sold or transferred pursuant to an exemption from
registration or (b) a Investor transfers Securities to an affiliate which is an
accredited investor pursuant to Rule 144, the Company shall permit the transfer,
and, in the case of Put Shares and Warrant Shares, promptly instruct its
transfer agent to issue one or more certificates in such name and in such
denomination as specified by such Investor. The Company acknowledges that a
breach by it of its obligations hereunder will cause irreparable harm to a
Investor by vitiating the intent and purpose of the transaction contemplated
hereby. Accordingly, the Company acknowledges that the remedy at law for a
breach of its obligations under this Section 6.11 will be inadequate and agrees,
in the event of a breach or threatened breach by the Company of the provisions
of this Section 6.11, that a Investor shall be entitled, in addition to all
other available remedies, to an injunction restraining any breach and requiring
immediate issuance and transfer, without the necessity of showing economic loss
and without any bond or other security being required.


                                     EX- 38
<PAGE>   37
                6.12    Stockholder 20% Approval. Prior to the closing of any
Put that would cause the Aggregate Issued Shares to exceed the Cap Amount, the
Company shall obtain approval of its stockholders to authorize (i) the issuance
of the full number of shares of Common Stock which would be issuable pursuant to
this Agreement but for the Cap Amount and eliminate any prohibitions under
applicable law or the rules or regulations of any stock exchange, interdealer
quotation system or other self-regulatory organization with jurisdiction over
the Company or any of its securities with respect to the Company's ability to
issue shares of Common Stock in excess of the Cap Amount (such approvals being
the "Stockholder 20% Approval").

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

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


        7.      Investor Covenant/Miscellaneous.

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

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

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


                                     EX- 39
<PAGE>   38
                7.4     Titles and Subtitles; Gender. The titles and subtitles
used in this Agreement are used for convenience only and are not to be
considered in construing or interpreting this Agreement. The use in this
Agreement of a masculine, feminine or neither pronoun shall be deemed to include
a reference to the others.

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

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

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

                7.8     Arbitration. Except as otherwise provided in Section
6.11 of this Agreement, any controversy or claim arising out of or related to
the Transaction Documents or the breach thereof, shall be settled by binding
arbitration in Wilmington, Delaware in accordance with the Expedited Procedures
(Rules 53-57) of the Commercial Arbitration Rules of the American Arbitration
Association ("AAA"). A proceeding shall be commenced upon written demand by
Company or any Investor to the other. The arbitrator(s) shall enter a judgment
by default against any party, which fails or refuses to appear in any properly
noticed arbitration proceeding. The proceeding shall be conducted by one (1)
arbitrator, unless the amount alleged to be in dispute exceeds two hundred fifty
thousand dollars ($250,000), in which case three (3) arbitrators shall preside.
The arbitrator(s) will be chosen by the parties from a list provided by the AAA,
and if they are unable to agree within ten (10) days, the AAA shall select the
arbitrator(s). The arbitrators must be experts in securities law and financial
transactions. The arbitrators shall assess costs and expenses of the
arbitration, including all attorneys' and experts' fees, as the arbitrators
believe is appropriate in light of the merits of the parties' respective
positions in the issues in dispute. Each party submits irrevocably to the
jurisdiction of any state court sitting in Wilmington, Delaware or to the United
States District Court sitting in Delaware for purposes of enforcement of any
discovery order, judgment or award in 


                                     EX- 40
<PAGE>   39
connection with such arbitration. The award of the arbitrator(s) shall be final
and binding upon the parties and may be enforced in any court having
jurisdiction. The arbitration shall be held in such place as set by the
arbitrator(s) in accordance with Rule 55.

                Although the parties, as expressed above, agree that all claims,
including claims that are equitable in nature, for example specific performance,
shall initially be prosecuted in the binding arbitration procedure outlined
above, if the arbitration panel dismisses or otherwise fails to entertain any or
all of the equitable claims asserted by reason of the fact that it lacks
jurisdiction, power and/or authority to consider such claims and/or direct the
remedy requested, then, in only that event, will the parties have the right to
initiate litigation respecting such equitable claims or remedies. The forum for
such equitable relief shall be in either a state or federal court sitting in
Wilmington, Delaware. Each party waives any right to a trial by jury, assuming
such right exists in an equitable proceeding, and irrevocably submits to the
jurisdiction of said Delaware court. Delaware law shall govern both the
proceeding as well as the interpretation and construction of the Transaction
Documents and the transaction as a whole.

        8.      Subscription and Wiring Instructions; Irrevocability.

                8.1     Subscription

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

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

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

                8.3     [Intentionally Omitted]


                                     EX- 41
<PAGE>   40
        9.      Indemnification.

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

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

        Promptly after receipt by an Indemnified Party of notice of the
commencement of any action pursuant to which indemnification may be sought, such
Indemnified Party will, if a claim in respect thereof is to be made against the
other party (hereinafter "Indemnitor") under this Section 9, deliver to the
Indemnitor a written notice of the commencement thereof and the Indemnitor shall
have the right to participate in and to assume the defense thereof with counsel
reasonably selected by the Indemnitor, provided, however, that an Indemnified
Party shall have the right to retain its own counsel, with the reasonably
incurred fees and expenses of such counsel to be paid by the Indemnitor, if
representation of such Indemnified Party by the counsel retained by the
Indemnitor would be inappropriate due to actual or potential conflicts of
interest between such Indemnified Party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the
Indemnitor within a reasonable time of the commencement of any such action, if
prejudicial to the Indemnitor's ability to defend such action, shall relieve the
Indemnitor of any liability to the Indemnified Party under this Section 9, but
the omission to so deliver written notice to the Indemnitor will not relieve it
of any liability that it may have to any Indemnified Party other than under this
Section 9 to the extent it is prejudicial.

        10.     [Intentionally Left Blank].


                                     EX- 42
<PAGE>   41
        11.     [Intentionally Left Blank].

        12.     Accredited Investor. Investor is an "accredited investor"
because (check all applicable boxes):

        (a)     [ ]     it is an organization described in Section 501(c)(3) of
                        the Internal Revenue Code, or a corporation, limited
                        duration company, limited liability company, business
                        trust, or partnership not formed for the specific
                        purpose of acquiring the securities offered, with total
                        assets in excess of $5,000,000.

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

        (c)     [ ]     a natural person, who

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

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

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

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

        (e)     [s]     other [specify]
                        ________________________________________________________


                                     EX- 43
<PAGE>   42
        The undersigned hereby subscribes for 100% of The Maximum Offering
Amount and acknowledges that this Agreement and the subscription represented
hereby shall not be effective unless accepted by the Company as indicated below.

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

Dated this 24th day of February, 1999.

<TABLE>
<S>                                               <C>
/s/ ERIC W. SWARTZ                                Swartz Private Equity, LLC
--------------------------------------            --------------------------------------------
      Your Signature                              PRINT EXACT NAME IN WHICH YOU WANT
                                                  THE SECURITIES TO BE REGISTERED

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

Manager                                           ATTN:     Eric Swartz
---------------------------------------------          ----------------------------------------
Title/Representative Capacity (if applicable)

Swartz Private Equity, LLC                        200 Roswell Summit, Suite 285, 1080 Holcomb Bridge Rd.
--------------------------------------            --------------------------------------------
Name of Company You Represent (if applicable)     Street Address

Roswell, GA                                       Roswell, GA 30076 U.S.A.
--------------------------------------            --------------------------------------------
Place of Execution of this Agreement              City, State or Province, Country, Offshore Postal Code

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

ATTN:                                             ATTN: 


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

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

-------------------------------------------
City, State or Province, Country, Offshore Postal Code        City, State or Country, Offshore Postal Code
Telephone: _____________________________________              Telephone: _________________________________
Facsimile: _____________________________________              Facsimile: _________________________________
Facsimile: _____________________________________              Facsimile: _________________________________
</TABLE>


THIS AGREEMENT IS ACCEPTED BY THE COMPANY IN THE AMOUNT OF 100% OF THE MAXIMUM
OFFERING AMOUNT ON THE 24th DAY OF FEBRUARY 1999.


                                       PATRIOT SCIENTIFIC CORP.


                                       By:  /S/  LOWELL W. GIFFHORN   
                                            ------------------------------------
                                            Lowell W. Giffhorn

                              Address: PATRIOT SCIENTIFIC CORP.
                                       10989 Via Frontera
                                       San Diego, CA 92127
                                       Telephone No.     (619) 674-5000
                                       Fax:              (619) 674-5005


                                     EX- 44
<PAGE>   43
                               ADVANCE PUT NOTICE


PATRIOT SCIENTIFIC CORP. (the "Company") hereby intends, subject to the
Individual Put Limit (as defined in the Investment Agreement), to elect to
exercise a Put to sell the number of shares of Common Stock of the Company
specified below, to _____________________________, the Investor, as of the
Intended Put Date written below, all pursuant to that certain Investment
Agreement (the "Investment Agreement") by and between the Company and Swartz
Private Equity, LLC dated on or about February 24, 1999.


                 Date of Advance Put Notice: _________________


                 Intended Put Date :__________________________


                 Intended Put Share Amount: __________________

                 Company Designation Maximum Put Dollar Amount (Optional):

                 _____________________________________________.

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



                                       PATRIOT SCIENTIFIC CORP.



                                       By: _____________________________________
                                           Lowell W. Giffhorn

                              Address: PATRIOT SCIENTIFIC CORP.
                                       10989 Via Frontera
                                       San Diego, CA 92127
                                       Telephone No.     (619) 674-5000
                                       Fax:              (619) 674-5005


                                    EXHIBIT E


                                     EX- 45
<PAGE>   44
                       CONFIRMATION OF ADVANCE PUT NOTICE


_________________________________, the Investor, hereby confirms receipt of
PATRIOT SCIENTIFIC CORP.'S (the "Company") Advance Put Notice on the Advance Put
Date written below, and its intention to elect to exercise a Put to sell shares
of common stock ("Intended Put Share Amount") of the Company to the Investor, as
of the intended Put Date written below, all pursuant to that certain Investment
Agreement (the "Investment Agreement") by and between the Company and Swartz
Private Equity, LLC dated on or about February 24, 1999.


                 Date of Confirmation: ____________________

                 Date of Advance Put Notice: _______________

                 Intended Put Date: ________________________

                 Intended Put Share Amount: ________________

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

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

                        INVESTOR(S)

                        ____________________________________________
                        Investor's Name

                          By: ______________________________________
                                  (Signature)
                 Address: __________________________________________

                          __________________________________________

                          __________________________________________

           Telephone No.: __________________________________________

           Facsimile No.: __________________________________________


                                    EXHIBIT F


                                     EX- 46
<PAGE>   45
                                   PUT NOTICE

PATRIOT SCIENTIFIC CORP. (the "Company") hereby elects to exercise a Put to sell
shares of common stock ("Common Stock") of the Company to
_____________________________, the Investor, as of the Put Date, at the Put
Share Price and for the number of Put Shares written below, all pursuant to that
certain Investment Agreement (the "Investment Agreement") by and between the
Company and Swartz Private Equity, LLC dated on or about February 24, 1999.

                       Put Date :_________________

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


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

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



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




                                 PATRIOT SCIENTIFIC CORP.


                                 By: ___________________________________________
                                     Lowell W. Giffhorn


                        Address: PATRIOT SCIENTIFIC CORP.
                                 10989 Via Frontera
                                 San Diego, CA 92127
                                 Telephone No.     (619) 674-5000
                                 Fax:              (619) 674-5005


                                    EXHIBIT G


                                     EX- 47
<PAGE>   46
                           CONFIRMATION OF PUT NOTICE


_________________________________, the Investor, hereby confirms receipt of
PATRIOT SCIENTIFIC CORP. (the "Company") Put Notice and election to exercise a
Put to sell ___________________________ shares of common stock ("Common Stock")
of the Company to Investor, as of the Put Date, all pursuant to that certain
Investment Agreement (the "Investment Agreement") by and between the Company and
Swartz Private Equity, LLC dated on or about February 24, 1999.


                                Date of this Confirmation: ________________


                                Put Date :_________________


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

                                Volume Evaluation Period: _____ Business Days

                                Purchase Period: _____ Business Days



                                INVESTOR(S)

                                ___________________________________________
                                Investor's Name

                                By: _______________________________________
                                    (Signature)
                       Address: ___________________________________________

                                ___________________________________________

                                ___________________________________________

                 Telephone No.: ___________________________________________

                 Facsimile No.: ___________________________________________


                                    EXHIBIT H


                                     EX- 48
<PAGE>   47
                                 PURCHASE NOTICE


_________________________________, the Investor, pursuant to PATRIOT SCIENTIFIC
CORP. (the "Company") Put Notice and election to exercise a Put to sell shares
of common stock ("Common Stock") of the Company to Investor, as of the Put Date
set forth below, all pursuant to that certain Investment Agreement (the
"Investment Agreement") by and between the Company and Swartz Private Equity,
LLC dated on or about February 24, 1999, exercises its obligation to purchase
the number of Put Shares as set forth below.


                                   Date of this Purchase Notice: _______________


                                   Put Date for Applicable Put:_________________

                                   Market Price for the Put Shares Being
                                   Purchased under this Purchase Notice:_______.
                                   (Explanation:_____________________________).

                                   Put Share Price for the Put Shares Being
                                   Purchased under this Purchase Notice:_______.

                                   Number of Put Shares being Purchased Pursuant
                                   to this Notice: _____________

                                   Total Aggregate Number of Put Shares
                                   Purchased under this Put to Date, Inclusive
                                   of the Put Shares Being Purchased in this
                                   Notice: ____________

                                   Total Aggregate Put Dollar Amount of Put
                                   Shares Purchased under this Put to Date,
                                   Inclusive of the Put Shares Being Purchased
                                   in this Notice: ____________.

                                   Maximum Put Dollar Amount: $_______________.
                                   (As specified by the Company in the Put
                                   Notice, if applicable, or $2 million,
                                   whichever is less).


                                    EXHIBIT P


                                     EX- 49
<PAGE>   48
                                   INVESTOR(S)

                                   _____________________________________________
                                   Investor's Name

                                   By: _________________________________________
                                       (Signature)


                           Address: ____________________________________________

                                    ____________________________________________

                     Telephone No.: ____________________________________________

                     Facsimile No.: ____________________________________________







                                PATRIOT SCIENTIFIC CORP.



                                By: ____________________________________________
                                    Lowell W. Giffhorn

                        Address: PATRIOT SCIENTIFIC CORP.
                                 10989 Via Frontera
                                 San Diego, CA 92127
                                 Telephone No.     (619) 674-5000
                                 Fax:              (619) 674-5005


                               EXHIBIT P (PAGE 2)


                                     EX- 50
<PAGE>   49
                             PUT CANCELLATION NOTICE


PATRIOT SCIENTIFIC CORP. (the "Company") hereby cancels the Put specified below,
pursuant to that certain Investment Agreement (the "Investment Agreement") by
and between the Company and Swartz Private Equity, LLC dated on or about
February 24, 1999, as of the close of trading on the date specified below (the
"Cancellation Date," which date must be on or after the date that this notice is
delivered to the Investor), provided that such cancellation shall not apply to
the number of shares of Common Stock with respect to which the Investor has
delivered a Purchase Notice by 11:59 PM, New York City time, on the date
hereof.:




                                   Cancellation Date: _____________________

                                   Put Date of Put Being Canceled: __________

                                   Number of Shares Put on Put Date: _________

                                   Reason for Cancellation (check one):

                                        [ ] Material Facts, Ineffective
                                            Registration Period.

                                        [ ] Delisting Event


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

                                   PATRIOT SCIENTIFIC CORP.



                                   By: _________________________________________
                                       Lowell W. Giffhorn

                          Address: PATRIOT SCIENTIFIC CORP.
                                   10989 Via Frontera
                                   San Diego, CA 92127
                                   Telephone No.     (619) 674-5000
                                   Fax:              (619) 674-5005


                                    EXHIBIT Q


                                     EX- 51
<PAGE>   50
                      PUT CANCELLATION NOTICE CONFIRMATION


The undersigned Investor to that certain Investment Agreement (the "Investment
Agreement") by and between the Company, and Swartz Private Equity, LLC dated on
or about February 24, 1999, hereby confirms receipt of Patriot Scientific
Corp.'s (the "Company") Put Cancellation Notice, and confirms the following:


                                   DATE OF THIS CONFIRMATION: ________________


                                   PUT CANCELLATION DATE: ____________________






                                   INVESTOR(S)

                                   _____________________________________________
                                   Investor's Name

                                   By: _________________________________________
                                       (Signature)

                          Address: _____________________________________________


                                   _____________________________________________

                    Telephone No.: _____________________________________________

                    Facsimile No.: _____________________________________________


                                    EXHIBIT S


                                     EX- 52