SECURITIES PURCHASE AGREEMENT

     This  Securities  Purchase  Agreement  (the  "Agreement")  is  made  as  of
September  21,  1999  (the  "Agreement   Date"),  by  and  between  FBR  Capital
Corporation,  a Nevada corporation (the "Company") with its principal offices at
20 East University,  Suite 304, Tempe, Arizona 85281 and Circle F Ventures, LLC,
a Georgia limited  liability  company  ("Circle F") with its offices at 14988 N.
78th Way, Scottsdale, AZ 85260.

                                   SECTION 1

                 PURCHASE AND SALE OF COMMON STOCK AND WARRANTS

     1.1  PURCHASE  AND SALE  COMMON  STOCK  AND  WARRANTS.  Circle F agrees  to
purchase from the Company, and the Company agrees to issue and sell to Circle F,
on the terms and  conditions  set forth herein,  up to an aggregate of 4,000,000
shares of common stock of the Company  ("Common  Stock") at a per share price of
$.25,  together with one warrant to purchase  Common Stock (the  "Warrants") for
every two shares of Common Stock purchased.  Circle F hereby agrees to execute a
Subscription   Agreement   and  Investor   Representation   (the   "Subscription
Agreement"), a copy of which is attached hereto as EXHIBIT A, The Warrants shall
have a term of three years and a per share  exercise  price of $.35.  The Common
Stock and the Warrants are collectively referred to herein as the "Securities."

     1.2 COMPANY  PARTICIPATION.  The Company  agrees to obtain  investors  (the
"Insiders")  that will commit to matching the amount  invested by Circle F, such
that the  total  investment  will  comprise  85% from  Circle F and 15% from the
Insiders, on the same terms as those offered to Circle F.

     1.3  SCHEDULE  OF  FUNDING.  The  funding of  Offering  (as  defined in the
Subscription Agreement) shall be as follows:

     (a) On or before September 23, 1999, Circle F shall deliver an aggregate of
$255,000 to the Company and the Insiders  shall  deliver an aggregate of $45,000
to the Company.

     (b) On October 8, 1999,  Circle F shall deliver an aggregate of $170,000 to
the  Company  and the  Insiders  shall  deliver an  aggregate  of $30,000 to the
Company.

     (c) On or by January 15, 2000,  Circle F hereby agrees to invest  between a
minimum of  $100,000  and a maximum of  $425,000,  in its sole  discretion.  The
Insiders shall be required to match Circle F's investment in the same percentage
as set forth in the  first  two  fundings  (approximately  17.7% of  Circle  F's
investment). This funding is subject to the purchase price and early termination
clauses  as  described  below.  In the  event  Circle F elects to fund less than
$425,000, the Insiders shall have the option to fund the difference between such
amount and the amount actually funded by Circle F.

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     1.4 PURCHASE  PRICE  MODIFICATION.  If Circle F agrees to provide the third
funding ((c) above)  between  January 1 and January 15, 2000, the purchase price
shall be adjusted based on the Company's  calendar  fourth  quarter  revenues as
follows:

     (a) REVENUES FOR THE QUARTER LESS THAN $450,000: The purchase price will be
adjusted  to $.20 per  share of  common  stock and the  warrant  exercise  price
adjusted to $.28 per share.

     (b) REVENUES FOR THE QUARTER GREATER THAN $550,000: The purchase price will
be adjusted to $.30 per share of common  stock and the  warrant  exercise  price
adjusted to $.42 per share.

     (c) If revenues are between $450,000 and $550,000,  no modification will be
made the purchase price.

All  revenue  figures  will be  determined  by the  Company  based  on  standard
accounting practices for interim financial data.

     1.5 EARLY  TERMINATION OF THE THIRD  FUNDING.  The Company has the right to
terminate this Agreement anytime between the second funding,  scheduled to close
on October 8, 1999,  and December 31, 1999. If the Company  chooses to terminate
this agreement between this time period, Circle F will have the right to provide
the third  funding  at the  purchase  price of $.25 per share for a period of 10
days following notification of the Company's desire to terminate this agreement.
If the Company chooses early termination and Circle F does not provide the third
funding,  Circle F will not be obligated to meet the $100,000 minimum investment
of the third funding.

                                   SECTION 2

                             CLOSING DATE: DELIVERY

     2.1 CLOSING  DATE.  An initial  closing of the  purchase and sale of Common
Stock and Warrants will be held on or before  September 23, 1999, and subsequent
closings of the purchase of Common Stock and Warrants will be held on October 8,
1999 and on or  before  January  15,  2000,  on the  terms  and  subject  to the
conditions set forth herein and in the Subscription Agreement.  Any such closing
is  hereinafter  referred to as a "Closing",  and the date of any Closing  under
this Agreement is hereinafter referred to as a "Closing Date."

     2.2  DELIVERY.  At each  Closing,  the Company will deliver to Circle F the
certificates  evidencing  the  Securities  paid for by Circle F in that Closing.
Such delivery shall be against  payment of the purchase price for the Securities
(as set forth herein) by wire  transfer of  immediately  available  funds to the
Company's  bank  account  (in  accordance  with  instructions  furnished  by the
Company).

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                                   SECTION 3

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company represents and warrants to Circle F as follows:

     3.1 ORGANIZATION AND STANDING

     The Company is a corporation  duly organized and validly existing under and
by  virtue  of the laws of the  State of  Nevada  and is in good  standing  as a
domestic  corporation  under  the  laws of  said  state,  and has the  requisite
corporate power and authority to own its properties and to carry on its business
as now being conducted. Except for Vitrix, Inc., the Company has no subsidiaries
or direct or indirect  ownership  in any firm,  corporation  or  business  which
either,  individually  or in the  aggregate,  is material to the business of the
Company.  The Company is qualified  to do business and is in good  standing as a
foreign  corporation in every jurisdiction in which its ownership of property or
conduct of business  requires it so to be qualified  and in which the failure to
so qualify would have a material  adverse  effect on the financial  condition or
business of the Company.

     3.2 CORPORATE POWER: AUTHORIZATION

     The Company has taken all  requisite  corporate  action to duly  authorize,
execute and deliver  this  Agreement,  to sell and issue the  Securities  and to
carry out and perform all of its  obligations  under and as contemplated by this
Agreement.  This Agreement has been duly executed and delivered by an authorized
officer of the Company and constitutes the legal,  valid and binding  obligation
of the Company,  enforceable in accordance with its terms,  except as limited by
applicable bankruptcy, insolvency, reorganization or similar laws relating to or
affecting the enforcement of creditors' rights generally,  and except as limited
by equitable principles generally.

     3.3 ISSUANCE AND DELIVERY

     The Securities  have been duly  authorized in accordance  with the terms of
the  Company's  Articles of  Incorporation  and,  when issued and  delivered  in
compliance with this Agreement will be duly and validly issued and delivered and
will be  outstanding,  fully  paid,  nonassessable  and  free  and  clear of all
pledges,  liens,  encumbrances  and  restrictions,  except as otherwise noted in
Section 9 hereof.  No  preemptive  rights,  or other rights to subscribe  for or
purchase,  exist with respect to the issuance and sale of the  Securities by the
Company  pursuant to this  Agreement.  No further  approval or  authority of the
stockholders  or the Board of  Directors of the Company will be required for the
issuance and sale of the  Securities  to be sold by the Company as  contemplated
herein.

     3.4 FINANCIAL STATEMENTS

     The financial  statements of the Company for the period ended June 30, 1999
(the "Financial Statements") have been prepared in accordance with United States
generally  accepted  accounting  principles  ("GAAP")  consistently  applied and

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fairly present the financial position of the Company and any subsidiaries at the
dates thereof and the results of the Company's operations and cash flows for the
periods  then ended  (subject,  in the case of unaudited  statements,  to normal
adjustments,  and to the fact that certain footnote  disclosure required by GAAP
is not included with such unaudited statements).

     3.5 GOVERNMENTAL CONSENTS

     No  consent,   approval,   order  or  authorization  of,  or  registration,
qualification,  designation,  declaration or filing with, any federal, state, or
local  governmental  authority  on  the  part  of the  Company  is  required  in
connection   with  the  execution  and  delivery  of  this   Agreement  and  the
consummation of the transactions contemplated by this Agreement.

     3.6 EXEMPT TRANSACTIONS

     Subject to the accuracy of Circle F's  representations  and  warranties  in
Section 4 of this Agreement and in the Subscription  Agreement,  the offer, sale
and issuance of the  Securities in conformity  with the terms of this  Agreement
constitute  transactions exempt from the registration  requirements of Section 5
of the Securities Act of 1933 (the  "Securities  Act") and from the registration
or  qualification  requirements  of the laws of any  applicable  state or United
States jurisdiction.

     3.7 NO MATERIAL ADVERSE CHANGE. Except as otherwise disclosed herein, since
June 30,  1999  there  have not been any  changes  in the  assets,  liabilities,
financial  condition,  business or operations of the Company from that reflected
in the Financial  Statements except changes which have not, either  individually
or in the aggregate had a material adverse effect on the condition (financial or
otherwise), earnings, operations or business of the Company and its subsidiaries
considered as a whole.

     3.8 INTELLECTUAL PROPERTY

     The Company owns or possesses all rights to use all patents, patent rights,
inventions,   trademarks,  trade  names,  copyrights,   licenses,   governmental
authorizations, trade secrets and know-how that are necessary for the conduct of
its business;  neither the Company nor any of its  subsidiaries has received any
notice  of, or has any  knowledge  of,  any  infringement  of or  conflict  with
asserted rights of others with respect to any patent,  patent right,  invention,
trademarks,  trade names,  copyrights,  licenses,  governmental  authorizations,
trade secret or know-how that,  individually or in the aggregate, if the subject
of an unfavorable  decision,  ruling or finding,  would have a material  adverse
effect on the  condition  (financial  or  otherwise),  earnings,  operations  or
business of the Company and its subsidiaries considered as a whole.

     3.9 AUTHORIZED CAPITAL STOCK

     The authorized capital stock of the Company is as set forth in SCHEDULE 3.9
hereof.  The issued and outstanding  shares of capital stock of the Company have
been duly  authorized,  validly  issued  and are fully  paid and  nonassessable;
except as set forth in said SCHEDULE  3.9, no warrants,  options or other rights

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<PAGE>
to purchase,  agreements or other  obligations to issue,  or agreements or other
rights to convert  any  obligation  into,  any  shares of  capital  stock of the
Company have been granted or entered into by the Company.

     3.10 LITIGATION

     There are no actions,  suits,  proceedings or investigations pending or, to
the best of the Company's  knowledge,  threatened  against the Company or any of
its properties  before or by any court or arbitrator or any  governmental  body,
agency or official in which there is a reasonable likelihood (in the judgment of
the  Company)  of an adverse  decision  that (a) would  have a material  adverse
effect on the  Company's  properties or assets or the business of the Company as
presently  conducted or proposed to be conducted or (b) would impair the ability
of the Company to perform in any  material  respect its  obligations  under this
Agreement.  The Company is not in default with respect to any judgment, order or
decree  of  any  court  or  governmental   agency  or   instrumentality   which,
individually  or in the aggregate,  would have a material  adverse effect on the
assets, properties or business of the Company and its subsidiaries considered as
a whole.

     3.11 PREEMPTIVE AND REGISTRATION RIGHTS

     There are no preemptive rights, rights of first refusal,  repurchase rights
or any other right of the Company or any third party as to the Securities  which
have not been satisfied or waived.

     3.12 COMPLIANCE WITH OTHER INSTRUMENTS

     The  business  and  operations  of the  Company  have  been  and are  being
conducted in accordance with all applicable  laws,  rules and regulations of all
governmental  authorities,  except for such violations of applicable laws, rules
and  regulations  which  would not,  individually  or in the  aggregate,  have a
material  adverse  effect on the  assets,  properties,  financial  condition  or
business of the Company and its subsidiaries  considered as a whole. Neither the
execution  and  delivery  of,  nor the  performance  or  compliance  with,  this
Agreement and the transactions  contemplated  hereby,  will, with or without the
giving  of notice or the  passage  of time,  (i)  result  in any  breach  of, or
constitute  a  default  under,  or  result  in the  imposition  of any  lien  or
encumbrance upon any asset or property of the Company pursuant to, any agreement
or other instrument to which the Company is a party or by which it or any of its
properties,  assets or rights is bound or  effected,  or violate any law,  rule,
regulation,  judgment  or  decree,  except  for such  breach or  default  or the
imposition  of  any  such  lien  or  encumbrance  or  violation  which,   either
individually  or in the aggregate,  would not have a material  adverse effect on
the assets,  properties,  financial condition or business of the Company and its
subsidiaries considered as a whole or (ii) violate the Articles of Incorporation
or Bylaws of the  Company.  The Company is not in  violation  of its Articles of
Incorporation  or Bylaws nor in  violation  of, or in default  under,  any lien,
indenture,  mortgage, lease, agreement,  instrument,  commitment or arrangement,
except for such defaults which would not, individually or in the aggregate, have
a material  adverse  effect on the assets,  properties,  financial  condition or
business of the Company and its  subsidiaries  considered as a whole, or subject
to any  restriction  which would  prohibit  the Company  from  entering  into or
performing its obligations under the Agreement.

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     3.13 BROKERS OR FINDERS

     To the knowledge of the Company, no person, firm or corporation has or will
have, as a result of any act or omission of the Company, any right,  interest or
valid claim against Circle F for any commission,  fee or other compensation as a
finder  or broker  in  connection  with the  transactions  contemplated  by this
Agreement. The Company shall indemnify and hold Circle F harmless for any claims
made by any person claiming through the Company for any commission, fee or other
compensation concerning the purchase of the Securities.

     3.14 COMPLIANCE WITH ENVIRONMENTAL LAWS

     The Company is not in material violation of any applicable statute,  law or
regulation  relating to the environment or occupational  health and safety, and,
to the best of the Company's knowledge,  no material expenditures are or will be
required in order to comply with any such existing  statute,  law or regulation.
To the best of the Company's  knowledge,  the Company does not have any material
liability to any governmental authority or other third party arising under or as
a result of any such past or existing statute, law or regulation.

     3.15 NO IMPLIED REPRESENTATIONS

     All of the Company's  representations  and warranties are contained in this
Agreement  and no other  representations  or  warranties by the Company shall be
implied.

     3.16 CONTRACTS

     All contracts relating to the Company's business, properties and assets are
in  full  force  and  effect  on the  date  hereof,  except  for  contracts  the
termination or expiration of which would,  individually or in the aggregate, not
have a material  adverse  effect on the  business,  properties  or assets of the
Company and its subsidiaries  considered as a whole, and neither the Company nor
any of its subsidiaries,  nor to the Company's knowledge,  any other party is in
breach of or default under any of such contracts.

     3.17 PROPERTIES

     The Company has good and marketable  title to all the properties and assets
reflected as owned in the Financial  Statements,  subject to no lien,  mortgage,
pledge, charge or encumbrance of any kind except (i) those, if any, set forth in
the notes to such financial statements,  or (ii) those which are not material in
amount and do not adversely  affect the use made and promised to be made of such
property  by the Company and its  subsidiaries.  The Company and any  applicable
subsidiary holds its leased properties under valid and binding leases, with such
exceptions as are not materially  significant in relation to the business of the
Company and the subsidiaries.  The Company owns or leases all such properties as
are necessary to its operations as now conducted or as proposed to he conducted.

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     3.18 COMPLIANCE

     The Company has not been advised, and has no reason to believe, that either
it or any of its subsidiaries is not conducting  business in compliance with all
applicable  laws,  rules and  regulations  of the  jurisdictions  in which it is
conducting  business;  except  where  failure to so be in  compliance  would not
materially  adversely affect the condition  (financial or otherwise),  business,
results of operations or prospects of the Company and its subsidiaries.

     3.19 TAXES

     The Company and its subsidiaries  have filed all necessary  federal,  state
and foreign  income and franchise tax returns and have paid or accrued all taxes
shown as due thereon,  and the Company has no  knowledge  of any tax  deficiency
which has been or might be  asserted  or  threatened  against the Company or its
subsidiaries   which  could   materially  and  adversely  affect  the  business,
operations or properties of the Company and its subsidiaries taken as a whole.

     3.20 TRANSFER TAXES

     On the Closing Date,  all stock  transfer or other taxes (other than income
taxes) which are required to be paid in connection with the sale and transfer of
the  Securities  to be sold to Circle F  hereunder  will be, or will have  been,
fully paid or provided for by the Company and all laws  imposing such taxes will
be or will have been complied with fully.

     3.21 INVESTMENT COMPANY

     The  Company  is not an  "investment  company"  within  the  meaning of the
Investment Company Act of 1940, as amended.

     3.22 INSURANCE

     Each of the Company and its subsidiaries  maintains  insurance of the types
and in the amounts  generally deemed adequate for its business,  including,  but
not limited to,  insurance  covering  all real and  personal  property  owned or
leased by the Company and its subsidiaries against theft,  damage,  destruction,
acts of vandalism and all other risks customarily insured against,  all of which
insurance is in full force and effect.

     3.23 CONTRIBUTIONS

     Neither  the  Company  nor  any  of  its  subsidiaries   has,  directly  or
indirectly, at any time since April 15, 1999, (i) made any unlawful contribution
to any candidate for public office, or failed to disclose fully any contribution
in  violation  of law,  or  (ii)  made  any  payment  to any  federal  or  state
governmental officer or official, or other person charged with similar public or
quasi-public  duties,  other than payments  required or permitted by the laws of
the United States or any jurisdiction thereof.

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     3.24 NO MATERIAL  MISSTATEMENTS.  All reports filed by the Company with the
Securities and Exchange Commission ("SEC") since April 15, 1999, complied in all
material respects with the requirements of the Securities  Exchange Act of 1934,
as amended,  and none of such filings, at the time they were filed with the SEC,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated  therein or necessary in order to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.

                                   SECTION 4

              REPRESENTATIONS, WARRANTIES AND COVENANTS OF CIRCLE F

         Circle F hereby represents and warrants to the Company as follows:

     4.1 AUTHORIZATION

     (i)  Circle F has all  requisite  legal and  corporate  or other  power and
capacity  and has taken all  requisite  corporate or other action to execute and
deliver this  Agreement to purchase the  Securities to be purchased by it and to
carry out and perform all of its obligations under this Agreement; and (ii) this
Agreement  constitutes  the legal,  valid and  binding  obligation  of Circle F,
enforceable  in accordance  with its terms,  except (a) as limited by applicable
bankruptcy, insolvency, reorganization, or similar laws relating to or affecting
the enforcement of creditors'  rights  generally and (b) as limited by equitable
principles generally.

     4.2 INVESTMENT EXPERIENCE

     Circle F is an  "accredited  investor"  as defined in Rule 501(a) under the
Securities  Act.  Circle  F is  aware  of the  Company's  business  affairs  and
financial   condition  and  has  had  access  to  and  has  acquired  sufficient
information about the Company to reach an informed and knowledgeable decision to
acquire the Securities.  Circle F has such business and financial  experience as
is required to give it the capacity to protect its own  interests in  connection
with the purchase of the Securities.

     4.3 INVESTMENT INTENT

     Circle F is purchasing  the  Securities  for its own account for investment
purposes only, and not with a present view to, or for,  resale,  distribution or
fractionalization  thereof,  in whole  or in part,  within  the  meaning  of the
Securities Act. Circle F understands  that its acquisition of the Securities has
not been  registered  under the Securities Act or registered or qualified  under
any state  securities law in reliance on specific  exemptions  therefrom,  which
exemptions may depend upon,  among other things,  the bona fide nature of Circle
F's investment intent as expressed  herein.  Circle F has completed or caused to
be  completed  Subscription  Agreement  attached  hereto as  Exhibit  A, and the
responses  provided  therein  shall be true and correct as of each Closing Date.
Circle F will not,  directly or indirectly,  offer,  sell,  pledge,  transfer or
otherwise  dispose of (or  solicit  any  offers to buy,  purchase  or  otherwise
acquire or take a pledge of) any of the Securities except in compliance with the
Securities Act and the rules and regulations promulgated thereunder.

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     4.4 REGISTRATION OR EXEMPTION REQUIREMENTS

     Circle F further  acknowledges  and understands that the Securities may not
be resold or otherwise transferred except in a transaction  registered under the
Securities  Act or unless an  exemption  from such  registration  is  available.
Circle F understands that the  certificate(s)  evidencing the Securities will be
imprinted  with a legend that prohibits the transfer of such  Securities  unless
(i) they are registered or such  registration  is not required,  and (ii) if the
transfer is pursuant to an exemption from registration other than Rule 144 under
the Securities  Act and, if the Company shall so request in writing,  an opinion
of counsel reasonably satisfactory to the Company is obtained to the effect that
the transaction is so exempt.

     4.5 NO LEGAL, TAX OR INVESTMENT ADVICE

     Circle F understands  that nothing in this Agreement or any other materials
presented  to  Circle  F in  connection  with  the  purchase  of the  Securities
constitutes legal, tax or investment advice.  Circle F has consulted such legal,
tax and investment advisors as it, in its sole discretion,  has deemed necessary
or appropriate in connection with its purchase of the Securities.

                                   SECTION 5

                        CONDITIONS TO CLOSING OF CIRCLE F

     The  obligation  of Circle F to purchase the  Securities at each Closing is
subject to the  fulfillment as of each Closing Date of the following  conditions
(in addition to such other  conditions  or may be set forth in the  Subscription
Agreement):

     5.1 REPRESENTATIONS AND WARRANTIES

     The  representations and warranties made by the Company in Section 3 hereof
shall be true and correct in all material  respects when made, and shall be true
and correct in all  material  respects on each  Closing Date with the same force
and effect as if they had been made on and as of said date.

     5.2 COVENANTS

     All covenants,  agreements and conditions contained in this Agreement to be
performed  by the  Company  on or prior to each  Closing  Date  shall  have been
performed or complied with in all material respects.

     5.3 COMPLIANCE CERTIFICATE

     The  President  or  Chief  Financial  Officer  of the  Company  shall  have
delivered to Circle F a certificate,  dated as of each Closing Date,  certifying
that the  conditions  specified in Sections 5.1 and 5.2 have been  fulfilled and
stating that since June 30, 1999 there shall has been no material adverse change
in the assets, liabilities,  financial condition,  business or operations of the

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Company and its  subsidiaries  considered as a whole from that  reflected in the
Financial  Statements except as shall have been disclosed to Circle F in writing
prior to such Closing Date.

                                   SECTION 6

                        CONDITIONS TO CLOSING OF COMPANY

     The Company's  obligation to sell and issue the  Securities at each Closing
to Circle F is subject to the fulfillment or waiver of the following conditions:

     6.1 REPRESENTATIONS AND WARRANTIES

     The  representations  and  warranties  made by Circle F in Section 4 hereof
shall be true and correct in all material  respects when made, and shall be true
and correct in all  material  respects on each  Closing Date with the same force
and effect as if they had been made on and as of such date.

     6.2 COVENANTS

     All covenants,  agreements and conditions contained in this Agreement to be
performed by Circle F on or prior to each Closing Date shall have been performed
or complied with in all material respects.

                                   SECTION 7

                   CERTAIN CONTINUING COVENANTS OF THE COMPANY

     The Company hereby covenants and agrees as follows:

     7.1 COVENANTS

     The Company  covenants and agrees to furnish to Circle F upon  request,  to
and  including  any  Closing  hereunder  and as long as Circle F owns any Common
Stock,  copies of all periodic and other filings made by the Company pursuant to
the Securities Exchange Act of 1934.

     7.2 BOARD MEMBER

     If Circle F provides funding hereunder in the total amount of $825,000,  at
Circle F's  election,  the Company  will cause to be  appointed  to its Board of
Directors an individual designated by Circle F.

     7.3 NOTICE OF LITIGATION AND DISPUTES

     The  Company  will  promptly  notify  Circle F of any  material  (i) suits,
assessments,  litigation or  governmental  audits or  investigations  instituted
against it, and (ii) any reportable event under ERISA or any  environmental  law
arising out of any actor omission of the Company.

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     7.4 CONTINUING EXISTENCE

     The Company will maintain its corporate existence, business, assets (except
for  dispositions  in the  ordinary  course  of  business  consistent  with past
practice)  and foreign  qualifications  in all necessary  jurisdictions,  except
where failure to maintain such  qualifications  would not reasonably be expected
to have a material adverse effect on the Company and its subsidiaries considered
as a whole.

     7.5 COMPLIANCE

     The  Company  will  comply in all  material  respects  with all  applicable
statutes and governmental regulations, including, but not limited to, applicable
federal and state  securities  laws and ERISA laws,  which if not complied  with
would reasonably be expected to have a material adverse effect on the Company.

                                   SECTION 8

                                 INDEMNIFICATION

     8.1 INDEMNIFICATION

     (a) The Company  agrees to indemnify  and hold  harmless  Circle F from and
against any losses, claims, damages or liabilities (or actions or proceedings in
respect  thereof) to which Circle F may become  subject  insofar as such losses,
claims,  damages or liabilities  (or actions or proceedings in respect  thereof)
arise out of, or are based upon,  any  representation  or  warranty  made by the
Company not being  complete  accurate or true on the Closing Date or the failure
of the Company to fulfill and fully perform each covenant or agreement hereunder
or under any other instrument or document  executed and delivered by the Company
in connection  herewith,  and the Company will, as incurred,  reimburse Circle F
for any legal or other expenses reasonably incurred in investigating,  defending
or preparing to defend any such action, proceeding or claim.

     (b) Circle F agrees to  indemnify  and hold  harmless  the Company from and
against any losses, claims, damages or liabilities (or actions or proceedings in
respect thereof) to which the Company may become subject insofar as such losses,
claims,  damages or liabilities  (or actions or proceedings in respect  thereof)
arise out of or are based upon, any  representation or warranty made by Circle F
not being  complete  accurate or true on the Closing  Date or the failure of the
Circle F to fulfill and fully  perform each  covenant or agreement  hereunder or
under any other  instrument  or document  executed and  delivered by Circle F in
connection herewith,  and Circle F will, as incurred,  reimburse the Company for
any legal or other expenses reasonably  incurred in investigating,  defending or
preparing to defend any such action, proceeding or claim.

     (c) Promptly after receipt by any indemnified person of a notice of a claim
or the  beginning  of any action in respect of which  indemnity  is to be sought
against an indemnifying  person  pursuant to this Section 8.1, such  indemnified
person shall notify the  indemnifying  person in writing of such claim or of the

                                       11
<PAGE>
commencement of such action, and, subject to the provisions  hereinafter stated,
in case any such action shall be brought  against an indemnified  person and the
indemnifying  person shall have been notified thereof,  the indemnifying  person
shall be entitled to participate therein, and, to the extent that it shall wish,
to assume the defense  thereof,  with  counsel  reasonably  satisfactory  to the
indemnified   person.   After  notice  from  the  indemnifying  person  to  such
indemnified  person of the indemnifying  person's election to assume the defense
thereof,  the indemnifying person shall not be liable to such indemnified person
for any legal  expenses  subsequently  incurred  by such  indemnified  person in
connection with the defense thereof; provided,  however, that if there exists or
shall  exist a conflict  of  interest  that would make it  inappropriate  in the
reasonable  judgment of the indemnified person for the same counsel to represent
both the  indemnified  person and such  indemnifying  person or any affiliate or
associate  thereof,  the indemnified  person shall be entitled to retain its own
counsel at the expense of such indemnifying person.

                                   SECTION 9

                 RESTRICTIONS ON TRANSFERABILITY OF SECURITIES:
                         COMPLIANCE WITH SECURITIES ACT

     9.1 RESTRICTIONS ON TRANSFERABILITY

     The Securities  shall not be  transferable in the absence of a registration
under  the  Securities  Act  or an  exemption  therefrom  or in the  absence  of
compliance with any term of this Agreement,

     9.2 RESTRICTIVE LEGEND

     Each certificate  representing the Securities shall bear  substantially the
following  legends  (in  addition  to  any  legends  required  under  applicable
securities laws):

     THE  SECURITIES  REPRESENTED  HEREBY  HAVE  BEEN  ACQUIRED  FOR  INVESTMENT
     PURPOSES  ONLY AND HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF
     1933, AS AMENDED.  THE  SECURITIES  MAY NOT BE SOLD OR  TRANSFERRED  IN THE
     ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM.

     ADDITIONALLY,  THE TRANSFER OF THE SECURITIES REPRESENTED HEREBY IS SUBJECT
     TO  CERTAIN   RESTRICTIONS   SPECIFIED  IN  THE  PURCHASE  AGREEMENT  DATED
     _______________,  1999 BETWEEN THE COMPANY AND CIRCLE F, AND NO TRANSFER OF
     THE  SECURITIES  SHALL BE VALID OR EFFECTIVE  ABSENT  COMPLIANCE  WITH SUCH
     RESTRICTIONS.  ALL SUBSEQUENT  HOLDERS OF THESE SECURITIES WILL BE BOUND BY
     CERTAIN  OF THE TERMS OF THE  AGREEMENT,  INCLUDING  SECTION  9.3  THEREOF.
     COPIES OF THE  PURCHASE  AGREEMENT  MAY BE  OBTAINED  AT NO COST BY WRITTEN
     REQUEST MADE BY THE REGISTERED  HOLDER OF THIS CERTIFICATE TO THE SECRETARY
     OF THE COMPANY.

                                       12
<PAGE>
     9.3 TRANSFER OF SECURITIES AFTER REGISTRATION

     Circle F hereby  covenants  with  the  Company  not to make any sale of the
Securities,  except either (i) in accordance with a Registration  Statement,  in
which case such Circle F covenants to comply with the  requirement of delivering
a  current  prospectus,  or  (ii)  in  accordance  with an  exemption  from  the
registration requirements of the Securities Act.

                                   SECTION 10

                               REGISTRATION RIGHTS

     10.1 CERTAIN  DEFINITIONS.  As used in this Section 10, the following terms
shall have the following respective meanings:

     "BLUE SKY LAWS" shall mean applicable  state  securities laws and the rules
and  regulations  thereunder,  all as the same  shall be in effect  from time to
time.

     "COMMISSION" shall mean the Securities and Exchange Commission or any other
Federal agency at the time administering the Securities Act.

     "CONVERTIBLE  SECURITIES" shall mean securities of the Company  convertible
into or exchangeable for Registrable Securities, including the Preferred Stock.

     "EXCHANGE ACT" shall mean the Securities  Exchange Act of 1934, as amended,
or  any  successor  Federal  statute,  and  the  rules  and  regulations  of the
Commission thereunder, all as the same shall be in effect from time to time.

     "FORM  S-1"  shall  mean  Form  S-1  issued  by  the   Commission   or  any
substantially similar form then in effect, including Form SB-2.

     "FORM  S-2"  shall  mean  Form  S-2  issued  by  the   Commission   or  any
substantially similar form then in effect.

     "FORM  S-3"  shall  mean  Form  S-3  issued  by  the   Commission   or  any
substantially similar form then in effect.

     "PURCHASERS"  shall mean, for purposes of this Section 10, Circle F and its
permitted assigns.

     "REGISTRABLE  SECURITIES"  shall mean (i) all shares of Common Stock issued
to the Purchasers under this Agreement or issuable upon exercise of the Warrants
issued to the  Purchasers  under this  Agreement  or (ii)  Common  Stock  issued
pursuant to stock splits, stock dividends and similar distributions with respect
to such  shares;  PROVIDED,  HOWEVER,  that  shares  of Common  Stock  which are
Registrable  Securities  shall cease to be Registrable  Securities at such time,
and for so long as, such shares are  eligible  for sale  pursuant to Rule 144(k)

                                       13
<PAGE>
under the  Securities Act and the Company shall have delivered to the Purchasers
an  opinion of  counsel  to such  effect  which  opinion  and  counsel  shall be
reasonably satisfactory to the Purchasers.

     "REGISTRATION EXPENSES" shall mean all expenses incurred by the Corporation
in complying  with  Sections 10.2 or 10.3,  including  without  limitation,  all
Federal and state  registration,  qualification,  delivery  expenses  and filing
fees,  printing  expenses,  listing  fees and  disbursements  of counsel for the
Company,  blue sky  fees and  expenses,  and the fees and  disbursements  of the
independent   certified  public  accountants  of  the  Company,   and  fees  and
disbursements of underwriters,  selling  brokers,  dealers,  managers or similar
securities  industry  professionals  relating to the distribution of Registrable
Securities and the reasonable legal fees and expenses of any one special counsel
for the  Purchasers  reasonably  acceptable  to the Company (such legal fees and
expenses  not to  exceed  $10,000),  but  shall  not  include  Selling  Expenses
(including underwriters' commissions).

     "SECURITIES ACT" shall mean the Securities Act of 1933, as amended,  or any
successor  Federal  statute,  and the rules and  regulations  of the  Commission
thereunder, all as the same shall be in effect from time to time.

     "SELLING   EXPENSES"  shall  mean  all  underwriting   discounts,   selling
commissions  and counsel  fees, if any, in excess of the expenses of one special
counsel for the Purchasers paid for by the Company as provided in the definition
of "Registration  Expenses",  of the selling shareholders applicable to the sale
of Registrable Securities pursuant to this Agreement.

     "UNDERWRITER'S   REPRESENTATIVE"  shall  mean  the  representative  of  the
managing  underwriter of a firmly  underwritten public offering of securities by
the Company.

     10.2 DEMAND REGISTRATION.

     (a) REQUEST FOR  REGISTRATION  ON FORM OTHER THAN FORM S-3. After the first
anniversary of the initial Closing Date, and in the event that the Company shall
receive from the holders of a majority of the  Registrable  Securities a written
request that the Company  effect any  Registration  with respect to  Registrable
Securities  on Form S-1 or Form S-2,  the  Company  shall  promptly  give notice
thereof to all holders of  Registrable  Securities.  Each holder of  Registrable
Securities  shall have the right, by giving notice to the Company within 15 days
following  receipt  by it of such  notice  from  the  Company,  to elect to have
included in such Registration such of its Registrable  Securities as such holder
shall  request in such  notice of  election,  subject to  Section  10.2(c).  The
Company shall use reasonable  efforts to effect  Registration of the Registrable
Securities  specified in such request and notice of election.  The Company shall
not be obligated to effect more than one  registration  pursuant to this Section
10.2(a);  PROVIDED, that a Registration shall not be counted for this purpose if
(A)the  Registration  Statement does not become  effective or (B) the requesting
holders  are  not  able  to  sell at  least  75% of the  Registrable  Securities
requested to be included in such Registration Statement.

     (b) REQUEST FOR  REGISTRATION  ON FORM S-3. After the first  anniversary of
the initial  Closing Date,  and in the event that the Company shall receive from
the holders of a majority of the  Registrable  Securities a written request that
the Company effect any  Registration  with respect to Registrable  Securities on

                                       14
<PAGE>
Form S-3 (or any successor form to Form S-3 regardless of its  designation) at a
time when the Company is eligible  to  register  securities  on Form S-3 (or any
successor  form to Form S-3  regardless of its  designation)  for an offering of
Registrable  Securities,  the Company shall  promptly give notice thereof to all
holders of Registrable  Securities.  Each holder of Registrable Securities shall
have the right, by giving notice to the Company within 15 days following receipt
by it of such  notice  from  the  Company,  to elect  to have  included  in such
Registration such of its Registrable  Securities as such holder shall request in
such notice of  election,  subject to Section  10.2(c).  The  Company  shall use
reasonable  efforts  to  effect  Registration  of  the  Registrable   Securities
specified in such request and notice of election.

     (c)  ALLOCATION  OF  SHARES  IN   REGISTRATION.   In  the  event  that  the
underwriter's  representative  limits the number of shares to be  included  in a
Registration  pursuant  to Section  10.2(a) or (b),  each  Purchaser  requesting
Registration  shall  be  entitled  to  include  a  portion  of  the  Registrable
Securities  requested to be included in such registration PRO RATA (based on the
number of shares proposed to be included in such Registration,  excluding shares
of any Purchaser  that are eligible to be sold pursuant to Rule 144(k) under the
Securities Act.

     (d)  REGISTRATION  OF OTHER  SECURITIES  IN DEMAND  RIGHT.  A  Registration
pursuant to Section 10.2(a) or (b) may include securities other than Registrable
Securities included in such Registration in the Company's discretion.

     (e) UNDERWRITING IN DEMAND REGISTRATION.

          (i) NOTICE OF UNDERWRITING. If the Purchasers intend to distribute the
Registrable  Securities  covered by their  request by means of an  underwriting,
they shall so advise the  Company as a part of their  request  made  pursuant to
this Section 10.2, and the Company shall include such  information in the notice
referred to in Section 10.3(a).

          (ii)  SELECTION OF  UNDERWRITER  IN DEMAND  REGISTRATION.  The Company
shall,  together with the Purchasers  engaged in a  Registration,  enter into an
underwriting agreement with the representative ("UNDERWRITER'S  REPRESENTATIVE")
of the underwriter or underwriters  selected for such underwriting by a majority
of the Purchasers engaged in the Registration and approved by the Company.

          (iii)  RIGHT OF  WITHDRAWAL  IN  DEMAND  REGISTRATION.  [Intentionally
deleted.]

          (iv)  COMPLIANCE  WITH  BLUE SKY LAWS IN DEMAND  REGISTRATION.  In the
event of any  Registration  pursuant to Section 10.2,  the Company will exercise
its  best  efforts  to  Register  and  qualify  the  securities  covered  by the
Registration  Statement  under  such other  securities  or Blue Sky Laws of such
jurisdictions  as the  Purchasers  shall  reasonably  request  and as  shall  be
reasonably  appropriate  for  the  distribution  of such  securities;  PROVIDED,
HOWEVER, that (x) the Company shall not be required to qualify to do business or
to  file a  general  consent  to  service  of  process  in any  such  states  or
jurisdictions  and  (y)  notwithstanding  anything  in  this  Agreement  to  the
contrary,  in the  event  any  jurisdiction  in which  the  securities  shall be

                                       15
<PAGE>
qualified   imposes  a  non-waivable   requirement  that  expenses  incurred  in
connection  with  the  qualification  of the  securities  be  borne  by  selling
shareholders, such expenses shall be payable PRO RATA by selling shareholders.

          (v) OPTIMAL  REGISTRATION.  The  Purchasers  agree that, in exercising
their  rights  under  Section  10.2,  they will permit the  Registration  of the
Registrable  Securities on such forms issued by the  Commission as will minimize
the Company's time and expense in effecting such Registration  without affecting
the liquidity afforded by such Registration or otherwise adversely affecting the
Purchasers,  in each case as reasonably  determined by the  Purchasers.  If, for
example,  the Purchasers  wish to register  Registrable  Securities  pursuant to
Section  10.2(a)  at a time when the  Company  is  eligible  to use Form S-3 for
purposes of registering such Registrable Securities,  the Purchasers will permit
the Company to fulfill its  obligations  under Section 10.2(a) by effecting such
Registration  on Form S-3;  PROVIDED,  HOWEVER,  that  nothing  in this  Section
10.2(e)(v)  will  prohibit the Company to fulfill such  obligation by using Form
SB-1, SB-2 or similar forms limited to "Small Business Issuers."

          (vi) DELAY OF REGISTRATION.  The Purchasers agree that for a period of
90 days following the date of the effectiveness of a Registration  under Section
10.3  pursuant  to which  the  Purchasers  have  sold  not less  than 75% of the
aggregate amount of the Registrable  Securities that the Purchasers specified in
their notice to the Company pursuant to Section 10.3(a),  they will not exercise
their right to demand a  Registration  pursuant  to Section  10.2(a) or 10.2(b).
Upon the occurrence of a Potential Material Event, as hereinafter  defined,  the
Company may give the  holders of  Registrable  Securities  notice  thereof  and,
subject to the immediately following sentence of this Section 10.2(e)(vi),  upon
receipt of such  notice,  the  holders of  Registrable  Securities  agree not to
exercise  their  right to demand  Registration  pursuant  to Section  10.2(a) or
10.2(b) for a period  commencing upon the date of such receipt and ending on the
earlier to occur of (A) the date 90 days  following  the date of such receipt or
(B) the  expiration of the event or  circumstances  giving rise to the Potential
Material  Event,  PROVIDED  that during such period the Company may not register
any of its Common  Stock,  whether  for its own  account  or the  account of any
security  holder,  and provided further that not more than one 90 day period may
occur in any 12  calendar  months.  The  Company  agrees to give the  holders of
Registrable Securities immediate notice of such expiration.  "POTENTIAL MATERIAL
EVENT" shall mean any of the  following:  (aa) the  possession by the Company of
material information not ripe for disclosure in a registration statement,  which
shall be evidenced by  determinations in good faith by the Board of Directors of
the Company that disclosure of such information would be materially  detrimental
to the business and affairs of the Company and that the  registration  statement
would be materially misleading absent the inclusion of such information; or (bb)
any material  engagement  or activity by the Company  which  would,  in the good
faith  determination  of the Board of  Directors  of the  Company,  be adversely
affected  by  disclosure  in  a  registration  statement  at  such  time,  which
determination shall be accompanied by a good faith determination by the Board of
Directors of the Company that the  registration  statement  would be  materially
misleading absent the inclusion of such information.

                                       16
<PAGE>
     10.3 PIGGYBACK REGISTRATION.

     (a)  NOTICE  OF  PIGGYBACK   REGISTRATION   AND  INCLUSION  OF  REGISTRABLE
SECURITIES.  Subject to the terms of this  Agreement,  in the event the  Company
decides to  Register  any of its  securities  (either for its own account or the
account of a Purchaser or other security holder exercising  demand  registration
rights),  other than (i) a Registration  Statement which exclusively  relates to
the Registration of securities under an employee stock option,  purchase,  bonus
or other benefit plan, or (ii) a Registration  relating  solely to a transaction
under Rule 145  promulgated  by the  Commission,  the Company will: (A) promptly
give the  Purchasers  written  notice thereof (which shall include a list of the
jurisdictions in which the Company intends to attempt to qualify such securities
under the applicable  Blue Sky Laws) and (B) include in such  Registration  (and
any related  qualification under Blue Sky Laws or other compliance),  and in any
underwriting  involved therein,  all the Registrable  Securities  specified in a
written request  delivered to the Company by the Purchasers within 15 days after
delivery of such written  notice from the Company  (subject to allocation as set
forth below).

     (b) UNDERWRITING IN PIGGYBACK REGISTRATION.

          (i) NOTICE OF  UNDERWRITING.  If the Registration of which the Company
gives notice is a Registered  public  offering  involving an  underwriting,  the
Company  shall so advise the  Purchasers  as a part of the written  notice given
pursuant  to  Section  10.3(a).  In such  event the right of the  Purchasers  to
Registration  shall be conditioned upon such underwriting and the inclusion of a
Purchaser's  Registrable  Securities in such underwriting to the extent provided
in this Section 10.3. The  Purchasers  shall,  together with the Company,  enter
into  an  underwriting  agreement  in  customary  form  with  the  Underwriter's
Representative  for  such  offering.  The  Purchasers  shall  have no  right  to
participate  in the selection of the  underwriters  for an offering  pursuant to
this Section 10.3.

          (ii) MARKETING LIMITATION IN PIGGYBACK REGISTRATION.  In the event the
Underwriter's Representative advises the Company and the Purchasers engaged in a
Registration  under Section  10.3(a) in writing that market factors  (including,
without limitation,  the aggregate number of shares of Common Stock requested to
be  Registered,  the  general  condition  of the  market,  and the status of the
persons  proposing to sell securities  pursuant to the  Registration)  require a
limitation  of the  number  of  shares  to be  underwritten,  the  Underwriter's
Representative  (subject to the  allocation  priority  set forth in clause (iii)
below)  may  exclude  some  or all  of  the  Registrable  Securities  from  such
registration and underwriting.

          (iii)  ALLOCATION  OF SHARES IN PIGGYBACK  REGISTRATION.  In the event
that the Underwriter's Representative limits the number of shares to be included
in a  Registration  pursuant  to  Section  10.3(a),  each  Purchaser  requesting
Registration  shall  be  entitled  to  include  a  portion  of  the  Registrable
Securities  requested to be included in such registration PRO RATA (based on the
number of shares held) with all other  requesting  Purchasers  and other persons
(excluding  shares such  Purchasers  and other persons may sell pursuant to Rule
144(k) under the Securities Act) currently  holding in writing similar piggyback
registration   rights  requesting   Registration   pursuant  to  such  piggyback
registration   rights.   Unless  all  Registrable   Securities  and  such  other

                                       17
<PAGE>
piggybacking  shares  requested  to be  included  in  such  Registration  are so
included, no other securities may be included in the Registration Statement.

          (iv)   WITHDRAWAL   IN  PIGGYBACK   REGISTRATION.   If  any  Purchaser
disapproves  of the terms of any such  underwriting,  it may  elect to  withdraw
therefrom at no cost to such  Purchaser by written notice to the Company and the
underwriter  delivered  at least  five days prior to the  effective  date of the
Registration  Statement,  provided that such  Purchaser has received  reasonable
notice from the Company of such effective  date. Any  Registrable  Securities or
other securities excluded or withdrawn from such underwriting shall be withdrawn
from such Registration.

          (v)  BLUE  SKY  IN  PIGGYBACK  REGISTRATION.   In  the  event  of  any
Registration of Registrable  Securities pursuant to Section 10.3(a), the Company
will exercise its best efforts to Register and qualify the securities covered by
the Registration  Statement under the Blue Sky laws of such jurisdictions as the
Purchaser shall  reasonably  request and as shall be reasonably  appropriate for
the distribution of such  securities;  PROVIDED,  HOWEVER,  that (a) the Company
shall not be required to qualify to do business or to file a general  consent to
service of process in any such states or jurisdictions  and (b)  notwithstanding
anything in this  Agreement to the contrary,  in the event any  jurisdiction  in
which the securities shall be qualified imposes a non-waivable  requirement that
expenses incurred in connection with the qualification of the securities be born
by selling  shareholders,  such  expenses  shall be payable  pro rata by selling
shareholders.

          (vi)  TERMINATION  OR  POSTPONEMENT.  Without  any  obligation  to the
Purchasers,  upon notice to the Purchasers the Company may terminate or postpone
any Registration commenced by it under Section 10.3.

          (vii)  COOPERATION BY PURCHASERS.  The Purchasers agree to comply with
all reasonable  requests of the Underwriter's  Representative made in connection
with any public offering in which such Purchasers  participate,  including,  but
not limited to, the execution of lock-up agreements and the making of reasonable
representations  and warranties  related to such Purchaser,  provided,  however,
that such lock-up  agreements  are also entered into by the Company's  executive
officers and directors and are for a period of no more than 120 days.

     10.4  EXPENSES  OF  REGISTRATION.  All  Registration  Expenses  incurred in
connection  with any  Registration  hereunder  shall  be  borne by the  Company.
Selling Expenses to be borne by the selling shareholders shall be borne PRO RATA
on the basis of the number of Registrable  Securities registered by such selling
shareholder.

     10.5 REGISTRATION  GENERALLY.  If and when the Company shall be required to
effect the  registration  of  Registrable  Securities  under the  Securities Act
pursuant to this  Section 10, the  Company  will use its best  efforts to effect
such  registration  to  permit  the  sale  of  such  Registrable  Securities  in
accordance  with the  intended  method or methods of  disposition  thereof,  and
pursuant thereto it will, as expeditiously as possible:

                                       18
<PAGE>
     (a) before filing a Registration  Statement or prospectus or any amendments
or supplements  thereto,  furnish to the holders of the  Registrable  Securities
covered by such Registration  Statement and the underwriters,  if any, copies of
all such documents proposed to be filed, which documents will be made available,
on a timely  basis,  for  review  by such  holders  and  underwriters  and their
respective legal counsel, and, with respect to any Registration  Statement filed
pursuant  to the  provisions  of Section  10.2,  the  Company  will not file any
Registration  Statement or amendment thereto or any prospectus of any supplement
thereto to which a majority of the holders of the Registrable Securities covered
by such  Registration  Statement or the  underwriters,  if any, shall reasonably
object;

     (b) prepare and file with the Commission such amendments and post-effective
amendments  to  any  Registration   Statement,   and  such  supplements  to  the
prospectus,  as  may  be  reasonably  requested  by any  holder  of  Registrable
Securities or any underwriter of Registrable Securities or as may be required by
the rules,  regulations  or  instructions  applicable to the  registration  form
utilized by the Company or by the Securities  Act, the Exchange Act or otherwise
necessary to keep such  Registration  Statement  effective for not less than one
year  (excluding  any  lock-up  period)  following  the  effective  date  of the
respective Registration Statement and cause the prospectus as so supplemented to
be filed pursuant to Rule 424 under the Securities Act; and

     (c) notify the selling  holders of Registrable  Securities and the managing
underwriters,  if any,  promptly and (if  requested by any such person)  confirm
such advice in writing.

     10.6 INFORMATION FURNISHED BY PURCHASER.  It shall be a condition precedent
of the Company's  obligations under this Section 10 that the Purchasers  furnish
to the Company such  information  regarding the Purchasers and the  distribution
proposed by the Purchasers as the Company may  reasonably  request to effect any
such Registration and as are customarily provided by selling shareholders.

     10.7 CURRENT PUBLIC INFORMATION. At all times after the Company has filed a
Registration  Statement pursuant to the Securities Act, the Company will use its
best  efforts  to file all  reports  required  under the  Securities  Act or the
Exchange Act and will take such further action as may be reasonably  required to
enable any holder of "restricted  securities" (as defined in Rule 144 adopted by
the Commission  under the Securities  Act) to sell such  securities  pursuant to
Rule 144,  as  amended  from time to time,  or any  similar  rule or  regulation
hereafter adopted by the Commission.

                                   SECTION 11

                                  MISCELLANEOUS

     11.1 WAIVERS AND  AMENDMENTS.  Neither this  Agreement  nor any  provisions
hereof shall be waived, modified,  changed or discharged or terminated except by
an  instrument  in  writing  signed  by  the  party  against  whom  any  waiver,
modification, change, discharge or termination is sought.

                                       19
<PAGE>
     11.2 BROKER'S FEE. Each of the parties  hereto hereby  represents  that, on
the basis of any  actions and  agreements  by it there are no brokers or finders
entitled to compensation in connection with the sale of the Securities to Circle
F.

     11.3 GOVERNING LAW. This Agreement shall be governed in all respects by and
construed in accordance with the laws of the State of Arizona without any regard
to conflicts of laws principles.

     11.4 SURVIVAL.  The representations,  warranties,  covenants and agreements
made in this Agreement  shall survive any  investigation  made by the Company or
Circle F and each Closing.

     11.5  SUCCESSORS  AND  ASSIGNS.  The  provisions  hereof shall inure to the
benefit of and be binding upon, the successors,  assigns,  heirs,  executors and
administrators of the parties to this Agreement.

     11.6 ENTIRE AGREEMENT.  This Agreement,  including all exhibits,  schedules
and  appendices  hereto,  constitutes  the full  and  entire  understanding  and
agreement between the parties with regard to the subjects hereof and thereof.

     11.7 NOTICES.  All notices and other  communications  required or permitted
under this Agreement shall be effective upon receipt and shall be in writing and
may  be  delivered  in  person,  by  telecopy,  overnight  delivery  service  or
registered or certified  United States mail,  addressed to the Company or Circle
F, as the case may be, at their respective  addresses set forth at the beginning
of this  Agreement,  or at such other  address as the  Company or Circle F shall
have   furnished  to  the  other  party  in  writing.   All  notices  and  other
communications  shall be effective upon the earlier of actual receipt thereof by
the  person  to whom  notice  is  directed  or (i) in the  case of  notices  and
communications  sent by personal  delivery or  telecopy,  one business day after
such  notice  or  communication   arrives  at  the  applicable  address  or  was
successfully sent to the applicable telecopy number, (ii) in the case of notices
and communications  sent by overnight delivery service,  at noon (local time) on
the second business day following the day such notice or communication was sent,
and (iii) in the case of notices and communications  sent by United States mail,
seven days after such notice or  communication  shall have been deposited in the
United States mail.

     11.8  SEVERABILITY  OF THIS  AGREEMENT.  If any provision of this Agreement
shall be judicially  determined  to be invalid,  illegal or  unenforceable,  the
validity,  legality and enforceability of the remaining  provisions shall not in
any way be affected or impaired thereby.

     11.9  COUNTERPARTS.   This  Agreement  maybe  executed  in  any  number  of
counterparts,  each of which  shall be an  original,  but all of which  together
shall constitute one instrument.

     11.10 FURTHER ASSURANCES. Each party to this Agreement shall do and perform
or cause to be done and  performed  all such  further  acts and things and shall
execute and deliver all such other  agreements,  certificates,  instruments  and
documents as the other party hereto may reasonably request in order to carry out

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the intent and accomplish the purposes of this Agreement and the consummation of
the transactions contemplated hereby.

     11.11  EXPENSES.  The Company  shall bear its own expenses  incurred on its
behalf with respect to this Agreement and the transactions  contemplated  hereby
and shall  reimburse  Circle F for Circle  F's  expenses  (including  reasonable
attorneys' fees and accounting  fees) incurred in connection  with  consummating
the transactions contemplated hereby up to an aggregate of $3,000.

                            [signature page follows]

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<PAGE>
     The  foregoing  agreement  is hereby  executed  as of the date first  above
written.

FBR CAPITAL CORPORATION



By: /s/ Philip R. Shumway
    ---------------------------
Title: President & CEO


CIRCLE F VENTURES, LLC


By: /s/ Dan Cartwright
    ---------------------------
Title: Chief Financial Officer