EXHIBIT 10.5

                          SECURITIES PURCHASE AGREEMENT

         This Securities  Purchase  Agreement (this  "AGREEMENT") is dated as of
September  28, 2004 among Diomed  Holdings,  Inc., a Delaware  corporation  (the
"COMPANY"),  and each purchaser  identified on the signature pages hereto (each,
including  its  successors  and assigns,  a  "PURCHASER"  and  collectively  the
"PURCHASERS").

         WHEREAS,  subject  to the  terms  and  conditions  set  forth  in  this
Agreement and pursuant to Section 4(2) of the Securities Act of 1933, as amended
(the "SECURITIES ACT") and Rule 506 promulgated thereunder,  the Company desires
to issue  and sell to each  Purchaser,  and each  Purchaser,  severally  and not
jointly, desires to purchase from the Company, securities of the Company as more
fully described in this Agreement.

         NOW,  THEREFORE,  IN CONSIDERATION of the mutual covenants contained in
this Agreement,  and for other good and valuable  consideration  the receipt and
adequacy of which are hereby acknowledged, the Company and each Purchaser agrees
as follows:

                                   ARTICLE I.
                                   DEFINITIONS

1.1 DEFINITIONS.  In addition to the terms defined  elsewhere in this Agreement:
(a)  capitalized  terms that are not otherwise  defined herein have the meanings
given to such terms in the Debentures (as defined herein), and (b) the following
terms have the meanings indicated in this Section 1.1:

                  "ACTION"  shall  have the  meaning  ascribed  to such  term in
Section 3.1(j).

                  "AFFILIATE"  means any Person  that,  directly  or  indirectly
         through one or more intermediaries,  controls or is controlled by or is
         under  common  control  with a  Person,  as such  terms are used in and
         construed  under Rule 144 under the  Securities  Act. With respect to a
         Purchaser,  any investment fund or managed account that is managed on a
         discretionary  basis by the same  investment  manager as such Purchaser
         will be deemed to be an Affiliate of such Purchaser.

                  "CLOSING"  means the closing of the  purchase  and sale of the
Securities pursuant to Section 2.1.

                  "CLOSING   DATE"  means  the  Trading  Day  when  all  of  the
         Transaction   Documents   have  been  executed  and  delivered  by  the
         applicable  parties  thereto,  and all conditions  precedent to (i) the
         Purchasers'  obligations  to pay the  Subscription  Amount and (ii) the
         Company's  obligations to deliver the Securities have been satisfied or
         waived.


<PAGE>

                  "CLOSING PRICE" means,  for any date, the price  determined by
         the first of the  following  clauses  that  applies:  (a) if the Common
         Stock is then  listed or quoted on a Trading  Market,  the  closing bid
         price of the Common Stock for such date (or the nearest preceding date)
         on the  Trading  Market on which  the  Common  Stock is then  listed or
         quoted as reported by Bloomberg  Financial L.P. (based on a Trading Day
         from 9:30 a.m.  Eastern  Time to 4:02 p.m.  Eastern  Time);  (b) if the
         Common  Stock is not then  listed or quoted on a Trading  Market and if
         prices for the Common Stock are then quoted on the OTC Bulletin  Board,
         the closing bid price of the Common Stock for such date (or the nearest
         preceding date) on the OTC Bulletin  Board;  (c) if the Common Stock is
         not then listed or quoted on the OTC  Bulletin  Board and if prices for
         the Common Stock are then  reported in the "Pink  Sheets"  published by
         the National Quotation Bureau  Incorporated (or a similar  organization
         or agency  succeeding to its functions of reporting  prices),  the most
         recent bid price per share of the Common Stock so  reported;  or (d) in
         all other  cases,  the fair market  value of a share of Common Stock as
         determined by an  independent  appraiser  selected in good faith by the
         Purchasers and reasonably acceptable to the Company.

                  "COMMISSION" means the Securities and Exchange Commission.

                  "COMMON  STOCK"  means the common  stock of the  Company,  par
         value $0.001 per share, and any securities into which such common stock
         shall hereinafter have been reclassified into.

                  "COMMON STOCK EQUIVALENTS" means any securities of the Company
         or the  Subsidiaries  which would entitle the holder thereof to acquire
         at any time  Common  Stock,  including  without  limitation,  any debt,
         preferred stock, rights, options,  warrants or other instrument that is
         at any time convertible into or exchangeable for, or otherwise entitles
         the holder thereof to receive, Common Stock.

                  "COMPANY COUNSEL" means McGuireWoods LLP, with offices at 1345
         Avenue of the Americas, 7th Floor, New York, New York 10105.

                  "DEBENTURES"  means, the Variable Rate Convertible  Debentures
         due September 28, 2008,  issued by the Company pursuant to that certain
         Securities Purchase Agreement dated of even date herewith.

                  "DISCLOSURE SCHEDULES" shall have the meaning ascribed to such
term in Section 3.1 hereof.

                  "EFFECTIVE DATE" means the date that the initial  Registration
         Statement  filed by the  Company  pursuant to the  Registration  Rights
         Agreement is first declared effective by the Commission.

                  "EXCHANGE ACT" means the  Securities  Exchange Act of 1934, as
         amended.

                  "EXEMPT  ISSUANCE"  means the issuance of (a) shares of Common
         Stock or options to employees,  officers,  directors or  consultants of
         the  Company  pursuant  to any stock or option  plan duly  adopted by a
         majority of the  non-employee  members of the Board of Directors of the


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<PAGE>

         Company or a majority  of the members of a  committee  of  non-employee
         directors  established  for  such  purpose,  (b)  securities  upon  the
         exercise of or  conversion  of any  securities  issued  hereunder or as
         contemplated  by  this  Agreement  and  related  transaction  documents
         contemplated by Sections 2.3(a)(iii) and 2.3(b)(v) herein,  convertible
         securities,  options or warrants  issued and outstanding on the date of
         this  Agreement,  provided that such  securities  have not been amended
         since  the  date of this  Agreement  to  increase  the  number  of such
         securities  and (c)  securities  issued  pursuant  to  acquisitions  or
         strategic  transactions,  provided any such issuance shall only be to a
         Person  which is,  itself or through  its  subsidiaries,  an  operating
         company in a business  synergistic with the business of the Company and
         in which the Company receives benefits in addition to the investment of
         funds,  but shall not  include a  transaction  in which the  Company is
         issuing  securities  primarily for the purpose of raising capital or to
         an entity whose primary business is investing in securities;  PROVIDED,
         HOWEVER,  for the purpose of clause (a) herein,  shares of Common Stock
         or options issuable to consultants or service  providers to the Company
         shall not exceed  250,000  shares,  in the  aggregate,  in any 12 month
         period.

                  "GP" means  Gottbetter  &  Partners,  LLP with  offices at 480
         Madison Avenue,  12th Floor, New York, New York 10022, legal counsel to
         Roth on behalf of the Purchasers.

                  "GAAP" shall have the meaning ascribed to such term in Section
         3.1(h) hereof.

                  "LIENS" means a lien, charge, security interest,  encumbrance,
         right of first refusal, preemptive right or other restriction.

                  "MARKET  PRICE" shall mean $1.91,  subject to  adjustment  for
         reverse and forward stock splits,  stock dividends,  stock combinations
         and other similar transactions of the Common Stock that occur after the
         date of this Agreement.

                  "MATERIAL  ADVERSE EFFECT" shall have the meaning  assigned to
         such term in Section 3.1(b) hereof.

                  "MATERIAL  PERMITS"  shall have the  meaning  ascribed to such
         term in Section 3.1(m).

                  "PERSON"  means an  individual  or  corporation,  partnership,
         trust,  incorporated  or  unincorporated  association,  joint  venture,
         limited  liability  company,  joint stock  company,  government  (or an
         agency or subdivision thereof) or other entity of any kind.

                  "PROCEEDING" means an action,  claim,  suit,  investigation or
         proceeding (including,  without limitation, an investigation or partial
         proceeding, such as a deposition), whether commenced or threatened.

                  "REGISTRATION  RIGHTS AGREEMENT" means the Registration Rights
         Agreement, dated the date hereof, among the Company and the Purchasers,
         in the form of EXHIBIT A attached hereto.



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<PAGE>

                  "REGISTRATION   STATEMENT"  means  a  registration   statement
         meeting the requirements set forth in the Registration Rights Agreement
         and covering  the resale of the Common Stock and the Warrant  Shares by
         each Purchaser as provided for in the Registration Rights Agreement.

                  "REQUIRED  APPROVALS"  shall have the meaning ascribed to such
term in Section 3.1(e).

                  "REQUIRED   MINIMUM"  means,  as  of  any  date,  the  maximum
         aggregate  number of shares of Common Stock then issued or  potentially
         issuable in the future pursuant to the Transaction Documents, including
         any Warrant  Shares  issuable  upon  exercise in full of all  Warrants,
         ignoring any exercise limits set forth therein.

                  "ROTH" means Roth Capital Partners LLC.

                  "RULE  144"  means  Rule  144  promulgated  by the  Commission
         pursuant to the  Securities  Act, as such Rule may be amended from time
         to time,  or any similar rule or  regulation  hereafter  adopted by the
         Commission having substantially the same effect as such Rule.

                  "SEC REPORTS" shall have the meaning  ascribed to such term in
         Section 3.1(h) hereof.

                  "SECURITIES" means the Common Stock and the Warrant Shares.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended.

                  "SHAREHOLDER  APPROVAL" means such approval as may be required
         by the applicable  rules and  regulations of the Trading Market (or any
         successor  entity) from the shareholders of the Company with respect to
         the transactions contemplated by the Transaction Documents,  including,
         without   limitation,   the   transaction   contemplated   by  Sections
         2.3(a)(iii) and 2.3(b)(v) herein,  including the issuance of all Common
         Stock  issuable upon exercise of the Warrants in excess of 19.9% of the
         Company's issued and outstanding Common Stock on the Closing Date.

                  "SUBSCRIPTION  AMOUNT"  means,  as  to  each  Purchaser,   the
         aggregate amount to be paid for the Common Stock and Warrants purchased
         hereunder as specified  below such  Purchaser's  name on the  signature
         page of this Agreement and next to the heading  "Subscription  Amount,"
         in United States Dollars and in immediately available funds.

                  "SUBSEQUENT FINANCING" shall have the meaning ascribed to such
         term in Section 4.13.

                  "SUBSIDIARY"  means any subsidiary of the Company as set forth
         on SCHEDULE 3.1(A).



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<PAGE>

                  "TRADING  DAY" means a day on which the Common Stock is traded
         on a Trading Market.

                  "TRADING  MARKET" means the following  markets or exchanges on
         which the Common  Stock is listed or quoted for  trading on the date in
         question:  the Nasdaq SmallCap Market, the American Stock Exchange, the
         New York Stock Exchange or the Nasdaq National Market.

                  "TRANSACTION  DOCUMENTS"  means this Agreement,  the Warrants,
         the Registration Rights Agreement and any other documents or agreements
         executed in connection with the transactions contemplated hereunder.

                  "WARRANTS"  means   collectively  the  Common  Stock  purchase
         warrants,  in the form of EXHIBIT B delivered to the  Purchasers at the
         Closing in accordance with Section 2.2 hereof,  which Warrants shall be
         exercisable immediately and have a term of exercise equal to 5 years.

                  "WARRANT  SHARES"  means the shares of Common  Stock  issuable
         upon exercise of the Warrants.

                                  ARTICLE II.
                                PURCHASE AND SALE

         2.1  CLOSING.  On the Closing  Date,  upon the terms and subject to the
conditions set forth herein,  concurrent with the execution and delivery of this
Agreement by the parties hereto,  the Company agrees to sell, and each Purchaser
agrees to  purchase  the  number  of shares of Common  Stock as set forth on the
signature  page hereof for each  Purchaser  for the purchase  price of $1.53 per
share.  Each  Purchaser  shall  deliver to the  Company  via wire  transfer or a
certified check immediately  available funds equal to their Subscription  Amount
and the Company shall deliver to each Purchaser  their  respective  Common Stock
and Warrants as determined  pursuant to Section  2.2(a)(iii) and the other items
set forth in Section  2.2  issuable at the  Closing.  Upon  satisfaction  of the
conditions  set forth in Section 2.2, the Closing  shall occur at the offices of
GP, or such other location as the parties shall mutually agree.

         2.2 DELIVERIES.

                  a)       On the Closing  Date,  the Company  shall  deliver or
                           cause  to  be   delivered  to  each   Purchaser   the
                           following:

                           (i)      this Agreement duly executed by the Company;

                           (ii)     Intentionally Omitted.

                           (iii)    a  Warrant  registered  in the  name of such
                                    Purchaser  to  purchase  up to a  number  of
                                    shares of Common  Stock equal to 50% of such
                                    Purchaser's  Subscription  Amount divided by
                                    80% of the Market  Price,  with an  exercise
                                    price  equal to 110% of the Market  Price as
                                    of the date  hereof,  subject to  adjustment
                                    therein;



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<PAGE>

                           (iv)     the   Registration   Rights  Agreement  duly
                                    executed by the Company;

                           (v)      the written voting agreement, in the form of
                                    EXHIBIT  C  attached  hereto,  of all of the
                                    officers and directors on the date hereof to
                                    vote all Common  Stock owned by each of such
                                    officers and directors as of the record date
                                    for the annual  meeting of  shareholders  of
                                    the   Company   in  favor   of   Shareholder
                                    Approval;

                           (vi)     a legal opinion of Company  Counsel,  in the
                                    form of EXHIBIT D attached hereto.

                  b)       On the Closing Date,  each Purchaser shall deliver or
                           cause to be delivered to the Company the following:

                           (i)      this   Agreement   duly   executed  by  such
                                    Purchaser;

                           (ii)     such Purchaser's Subscription Amount by wire
                                    transfer  to the  account  as  specified  in
                                    writing by the Company; and

                           (iii)    the   Registration   Rights  Agreement  duly
                                    executed by such Purchaser.

         2.3 CLOSING CONDITIONS.

                  a)       The   obligations   of  the  Company   hereunder   in
                           connection  with  the  Closing  are  subject  to  the
                           following conditions being met:

                  (i)      the accuracy in all material  respects  when made and
                           on  the  Closing  Date  of  the  representations  and
                           warranties of the Purchasers contained herein;

                  (ii)     all  obligations,  covenants  and  agreements  of the
                           Purchasers  required to be  performed  at or prior to
                           the Closing Date shall have been performed;

                  (iii)    concurrently herewith, the Company shall close on the
                           sale  of  Debentures  and  Common  Stock  Equivalents
                           realizing   $7,000,000  in  unencumbered   new  gross
                           proceeds from such sale;

                  (iv)     the delivery by the Purchasers of the items set forth
                           in Section 2.2(b) of this Agreement; and

                  (v)      the  Company   shall  have   received  the  requisite
                           approval  of the  applicable  Trading  Market for the
                           issuance  and sale of the Common  Stock and  Warrants
                           and the  listing of the  Warrant  Shares  which shall
                           have  occurred  no later  than 45 days  from the date
                           hereof.



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<PAGE>

                  b)       The   respective   obligations   of  the   Purchasers
                           hereunder in connection  with the Closing are subject
                           to the following conditions being met:

                           (i)      the accuracy in all material respects on the
                                    Closing  Date  of  the  representations  and
                                    warranties of the Company contained herein;

                           (ii)     all obligations, covenants and agreements of
                                    the Company  required to be  performed at or
                                    prior to the  Closing  Date  shall have been
                                    performed;

                           (iii)    the delivery by the Company of the items set
                                    forth in Section 2.2(a) of this Agreement;

                           (iv)     there  shall have been no  Material  Adverse
                                    Effect with respect to the Company since the
                                    date hereof;

                           (v)      concurrently  herewith,  the  Company  shall
                                    close on the sale of  Debentures  and Common
                                    Stock  Equivalents  realizing  $7,000,000 in
                                    unencumbered  new gross  proceeds  from such
                                    sale;

                           (vi)     From the date  hereof to the  Closing  Date,
                                    trading in the Common  Stock  shall not have
                                    been suspended by the Commission (except for
                                    any   suspension   of   trading  of  limited
                                    duration  agreed  to by the  Company,  which
                                    suspension  shall be terminated prior to the
                                    Closing),  and,  at any  time  prior  to the
                                    Closing   Date,    trading   in   securities
                                    generally as reported by Bloomberg Financial
                                    Markets  shall  not have been  suspended  or
                                    limited,  or minimum  prices  shall not have
                                    been  established on securities whose trades
                                    are  reported  by  such  service,  or on any
                                    Trading   Market,   nor   shall  a   banking
                                    moratorium  have been declared either by the
                                    United States or New York State authorities;
                                    and

                           (vii)    the   Company   shall  have   received   the
                                    requisite approval of the applicable Trading
                                    Market  for  the  issuance  and  sale of the
                                    Common Stock and Warrants and the listing of
                                    the Warrant Shares which shall have occurred
                                    no later than 45 days from the date hereof.



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<PAGE>

                                  ARTICLE III.
                         REPRESENTATIONS AND WARRANTIES

         3.1 REPRESENTATIONS AND WARRANTIES OF THE COMPANY.  Except as set forth
under the  corresponding  section of the disclosure  schedules  delivered to the
Purchasers  concurrently herewith (the "DISCLOSURE  SCHEDULES") which Disclosure
Schedules  shall  be  deemed  a  part  hereof,  the  Company  hereby  makes  the
representations and warranties set forth below to each Purchaser.

                  (a) SUBSIDIARIES.  All of the direct and indirect subsidiaries
         of the  Company  are set forth on SCHEDULE  3.1(A).  The Company  owns,
         directly  or  indirectly,  all of the  capital  stock or  other  equity
         interests of each Subsidiary  free and clear of any Liens,  and all the
         issued and  outstanding  shares of capital stock of each Subsidiary are
         validly  issued  and  are  fully  paid,   non-assessable  and  free  of
         preemptive and similar rights to subscribe for or purchase  securities.
         If the Company has no subsidiaries,  then references in the Transaction
         Documents to the Subsidiaries will be disregarded.

                  (b)  ORGANIZATION AND  QUALIFICATION.  Each of the Company and
         the Subsidiaries is an entity duly incorporated or otherwise organized,
         validly   existing  and  in  good  standing   under  the  laws  of  the
         jurisdiction of its incorporation or organization (as applicable), with
         the  requisite  power and authority to own and use its  properties  and
         assets and to carry on its business as currently conducted. Neither the
         Company nor any  Subsidiary  is in  violation  or default of any of the
         provisions of its respective  certificate or articles of incorporation,
         bylaws  or  other  organizational  or  charter  documents.  Each of the
         Company and the  Subsidiaries is duly qualified to conduct business and
         is in good  standing as a foreign  corporation  or other entity in each
         jurisdiction in which the nature of the business  conducted or property
         owned  by it makes  such  qualification  necessary,  except  where  the
         failure to be so  qualified  or in good  standing,  as the case may be,
         could not have or  reasonably  be  expected to result in (i) a material
         adverse  effect on the  legality,  validity  or  enforceability  of any
         Transaction Document,  (ii) a material adverse effect on the results of
         operations,  assets, business,  prospects or financial condition of the
         Company  and the  Subsidiaries,  taken as a whole,  or (iii) a material
         adverse  effect on the  Company's  ability to  perform in any  material
         respect  on a  timely  basis  its  obligations  under  any  Transaction
         Document (any of (i), (ii) or (iii), a "MATERIAL  ADVERSE EFFECT") and,
         to its  knowledge,  no  Proceeding  has  been  instituted  in any  such
         jurisdiction  revoking,  limiting or  curtailing  or seeking to revoke,
         limit or curtail such power and authority or qualification.

                  (c) AUTHORIZATION;  ENFORCEMENT. The Company has the requisite
         corporate  power and  authority  to enter  into and to  consummate  the
         transactions  contemplated  by each of the  Transaction  Documents  and
         otherwise to carry out its  obligations  thereunder.  The execution and
         delivery of each of the  Transaction  Documents  by the Company and the
         consummation by it of the transactions  contemplated  thereby have been


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         duly authorized by all necessary  action on the part of the Company and
         no further  action is required by the Company in  connection  therewith
         other than in connection with the Required Approvals.  Each Transaction
         Document has been (or upon  delivery  will have been) duly  executed by
         the Company and, when  delivered in  accordance  with the terms hereof,
         will  constitute  the  valid  and  binding  obligation  of the  Company
         enforceable against the Company in accordance with its terms except (i)
         as  limited  by  applicable  bankruptcy,  insolvency,   reorganization,
         moratorium and other laws of general application  affecting enforcement
         of creditors'  rights generally and (ii) as limited by laws relating to
         the availability of specific  performance,  injunctive  relief or other
         equitable remedies.

                  (d) NO CONFLICTS.  The execution,  delivery and performance of
         the  Transaction  Documents by the Company and the  consummation by the
         Company of the other transactions  contemplated thereby do not and will
         not: (i) conflict with or violate any provision of the Company's or any
         Subsidiary's certificate or articles of incorporation,  bylaws or other
         organizational  or  charter  documents,   or  (ii)  conflict  with,  or
         constitute  a default (or an event that with notice or lapse of time or
         both would become a default) under,  result in the creation of any Lien
         upon any of the properties or assets of the Company or any  Subsidiary,
         or give to others any rights of termination, amendment, acceleration or
         cancellation  (with or without  notice,  lapse of time or both) of, any
         agreement,  credit  facility,  debt or other  instrument  (evidencing a
         Company or  Subsidiary  debt or  otherwise) to which the Company or any
         Subsidiary  is a party or by which any property or asset of the Company
         or any  Subsidiary  is  bound or  affected,  or  (iii)  subject  to the
         Required Approvals,  conflict with or result in a violation of any law,
         rule,  regulation,   order,  judgment,   injunction,  decree  or  other
         restriction of any court or governmental authority to which the Company
         or a Subsidiary is subject (including federal and state securities laws
         and regulations), or by which any property or asset of the Company or a
         Subsidiary  is bound or affected,  or (iv) conflict with or violate the
         terms of any agreement by which the Company or any  Subsidiary is bound
         or to which any property or asset of the Company or any  Subsidiary  is
         bound or  affected;  except in the case of each of clauses (ii) through
         (iv),  such as could not have or  reasonably be expected to result in a
         Material Adverse Effect.

                  (e)  FILINGS,  CONSENTS  AND  APPROVALS.  The  Company  is not
         required to obtain any consent, waiver, authorization or order of, give
         any notice to, or make any filing or  registration  with,  any court or
         other federal,  state, local or other  governmental  authority or other
         Person in connection  with the execution,  delivery and  performance by
         the  Company  of the  Transaction  Documents,  other  than (i)  filings
         required  pursuant to Section 4.6, (ii) the filing with the  Commission
         of the Registration  Statement,  (iii) the notice and/or application(s)
         to each applicable  Trading Market for the issuance and sale of (a) the
         Common Stock and Warrants and the listing of the Warrant Shares and (b)
         the Debentures and Common Stock Equivalents issuable in connection with
         the  transaction  contemplated  by Sections  2.3(a)(iii)  and 2.3(b)(v)
         herein,  and the listing of such Common Stock, in each case for trading
         thereon in the time and manner required thereby, and (iv) the filing of
         Form D with the  Commission and such filings as are required to be made
         under  applicable state  securities laws  (collectively,  the "REQUIRED
         APPROVALS").

                  (f)  ISSUANCE  OF THE  SECURITIES.  The  Securities  are  duly
         authorized  and,  when  issued  and  paid  for in  accordance  with the
         applicable  Transaction  Documents,  will be duly and  validly  issued,
         fully paid and  nonassessable,  free and clear of all Liens  imposed by


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         the Company  other than  restrictions  on transfer  provided for in the
         Transaction   Documents.   The  Company  has  reserved  from  its  duly
         authorized  capital  stock a number  of  shares  of  Common  Stock  for
         issuance of the Warrant  Shares at least equal to the Required  Minimum
         on the date  hereof.  Other  than with  respect to the  Debentures  and
         shares of Common  Stock and Common  Stock  Equivalents  referred  to in
         Sections  2.3(a)(iii) and 2.3(b)(v) hereof, the Company has not, and to
         the  knowledge  of the  Company,  no Affiliate of the Company has sold,
         offered for sale or solicited offers to buy or otherwise  negotiated in
         respect of any security (as defined in Section 2 of the Securities Act)
         that would be integrated  with the offer or sale of the Securities in a
         manner that would require the registration  under the Securities Act of
         the  sale  of the  Securities  to the  Purchasers,  or  that  would  be
         integrated with the offer or sale of the Securities for purposes of the
         rules and regulations of any Trading Market.

                  (g)  CAPITALIZATION.  The  capitalization of the Company is as
         described in the Company's most recent  periodic  report filed with the
         Commission.  The Company  has not issued any  capital  stock since such
         filing other than  pursuant to the exercise of employee  stock  options
         under the  Company's  stock  option  plans,  the  issuance of shares of
         Common  Stock to employees  pursuant to the  Company's  employee  stock
         purchase plan and pursuant to the conversion or exercise of outstanding
         Common  Stock  Equivalents.  No Person has any right of first  refusal,
         preemptive  right,  right of  participation,  or any  similar  right to
         participate  in  the  transactions   contemplated  by  the  Transaction
         Documents.  Except as  described  in SCHEDULE  3.1(G),  other than as a
         result of the sale of Debentures and Common Stock Equivalents issued to
         investors as contemplated in Sections 2.3(a)(iii) and 2.3(b)(v) herein,
         and  except as a result  of the  purchase  and sale of the  Securities,
         there are no outstanding options,  warrants, script rights to subscribe
         to, calls or  commitments of any character  whatsoever  relating to, or
         securities, rights or obligations convertible into or exchangeable for,
         or giving any Person any right to subscribe for or acquire,  any shares
         of  Common  Stock,  or  contracts,   commitments,   understandings   or
         arrangements  by which the Company or any  Subsidiary  is or may become
         bound to issue  additional  shares of Common  Stock,  or  securities or
         rights  convertible or  exchangeable  into shares of Common Stock.  The
         issuance  and sale of the  Securities  will not obligate the Company to
         issue shares of Common Stock or other  securities  to any Person (other
         than the  Purchasers)  and will not  result in a right of any holder of
         Company  securities  to adjust the  exercise,  conversion,  exchange or
         reset price under such  securities.  All of the  outstanding  shares of
         capital  stock  of the  Company  are  validly  issued,  fully  paid and
         nonassessable,  have been  issued in  compliance  with all  federal and
         state securities  laws, and none of such outstanding  shares was issued
         in violation of any  preemptive  rights or similar  rights to subscribe
         for or purchase  securities.  Except as contemplated by the Transaction
         Documents with respect to the applicable  rules and  regulations of the
         American Stock Exchange (or any successor entity),  no further approval
         or  authorization  of any  stockholder,  the Board of  Directors of the
         Company  or  others  is  required  for  the  issuance  and  sale of the
         Securities.  Except as  disclosed  in  Schedule  3.1 (g),  there are no
         stockholders agreements,  voting agreements or other similar agreements
         with respect to the  Company's  capital stock to which the Company is a
         party or, to the knowledge of the Company,  between or among any of the
         Company's stockholders.



                                       10
<PAGE>

                  (h) SEC REPORTS;  FINANCIAL STATEMENTS.  The Company has filed
         all reports required to be filed by it under the Securities Act and the
         Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for
         the two years  preceding the date hereof (or such shorter period as the
         Company  was  required  by law to file such  material)  (the  foregoing
         materials,  including the exhibits thereto, being collectively referred
         to herein as the "SEC  REPORTS")  on a timely  basis or has  received a
         valid  extension  of such  time of  filing  and has  filed any such SEC
         Reports  prior to the  expiration  of any such  extension.  As of their
         respective dates,  after giving effect to any amendments filed thereon,
         the SEC Reports complied in all material respects with the requirements
         of  the  Securities  Act  and  the  Exchange  Act  and  the  rules  and
         regulations of the Commission promulgated  thereunder,  and none of the
         SEC Reports,  when filed,  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. The financial
         statements  of the Company  included  in the SEC Reports  comply in all
         material respects with applicable accounting requirements and the rules
         and  regulations of the Commission with respect thereto as in effect at
         the time of filing.  Such  financial  statements  have been prepared in
         accordance with United States generally accepted accounting  principles
         applied on a  consistent  basis during the periods  involved  ("GAAP"),
         except as may be otherwise  specified in such  financial  statements or
         the notes thereto and except that  unaudited  financial  statements may
         not contain all footnotes  required by GAAP,  and fairly present in all
         material  respects  the  financial  position  of the  Company  and  its
         consolidated  subsidiaries  as of and for  the  dates  thereof  and the
         results  of  operations  and cash  flows for the  periods  then  ended,
         subject, in the case of unaudited  statements,  to normal,  immaterial,
         year-end audit adjustments.

                  (i) MATERIAL CHANGES.  Except as described in SCHEDULE 3.1(I),
         since the date of the  latest  audited  financial  statements  included
         within the SEC  Reports,  except as  specifically  disclosed in the SEC
         Reports,  (i) there has been no event,  occurrence or development  that
         has had or that could  reasonably  be  expected to result in a Material
         Adverse  Effect,  (ii) the Company  has not  incurred  any  liabilities
         (contingent  or  otherwise)  other than (A) trade  payables and accrued
         expenses  incurred in the ordinary  course of business  consistent with
         past practice and (B)  liabilities  not required to be reflected in the
         Company's  financial  statements  pursuant  to GAAP or  required  to be
         disclosed  in filings made with the  Commission,  (iii) the Company has
         not altered its method of accounting, (iv) the Company has not declared
         or made any dividend or  distribution  of cash or other property to its
         stockholders or purchased,  redeemed or made any agreements to purchase
         or redeem any shares of its  capital  stock and (v) the Company has not
         issued any equity  securities  to any officer,  director or  Affiliate,
         except  pursuant to existing  Company stock option  plans.  The Company
         does  not  have  pending   before  the   Commission   any  request  for
         confidential treatment of information.

                  (j) LITIGATION.  Except as described in SCHEDULE 3.1(J), there
         is no  action,  suit,  inquiry,  notice  of  violation,  proceeding  or
         investigation  pending or, to the knowledge of the Company,  threatened
         against  or  affecting  the  Company,  any  Subsidiary  or any of their
         respective properties before or by any court, arbitrator,  governmental
         or  administrative  agency or  regulatory  authority  (federal,  state,
         county,  local  or  foreign)  (collectively,  an  "ACTION")  which  (i)
         adversely   affects   or   challenges   the   legality,   validity   or
         enforceability of any of the Transaction  Documents,  the Securities or
         the Debentures or (ii) could,  if there were an  unfavorable  decision,
         have or reasonably be expected to result in a Material  Adverse Effect.
         Except as  described  in SCHEDULE  3.1(J),  neither the Company nor any
         Subsidiary,  nor any  director or officer  thereof,  is or has been the
         subject of any Action  involving a claim of  violation  of or liability
         under  federal  or  state  securities  laws or a  claim  of  breach  of
         fiduciary duty.  Except as described in SCHEDULE 3.1(J),  there has not
         been,  and to the  knowledge  of the  Company,  there is not pending or


                                       11
<PAGE>

         contemplated, any investigation by the Commission involving the Company
         or any current or former director or officer of the Company.  Except as
         described in SCHEDULE  3.1(J),  the  Commission has not issued any stop
         order or other order  suspending the  effectiveness of any registration
         statement filed by the Company or any Subsidiary under the Exchange Act
         or the Securities Act.

                  (k) LABOR  RELATIONS.  No material labor dispute exists or, to
         the  knowledge of the Company,  is imminent  with respect to any of the
         employees of the Company  which could  reasonably be expected to result
         in a Material Adverse Effect.

                  (l) COMPLIANCE.  Neither the Company nor any Subsidiary (i) is
         in default under or in violation of (and no event has occurred that has
         not been  waived  that,  with  notice  or lapse of time or both,  would
         result in a default by the Company or any  Subsidiary  under),  nor has
         the Company or any Subsidiary  received notice of a claim that it is in
         default  under or that it is in violation  of, any  indenture,  loan or
         credit  agreement or any other agreement or instrument to which it is a
         party or by which it or any of its  properties is bound (whether or not
         such default or violation has been waived), (ii) is in violation of any
         order of any court, arbitrator or governmental body, or (iii) is or has
         been  in  violation  of  any  statute,   rule  or   regulation  of  any
         governmental  authority,  including  without  limitation  all  foreign,
         federal, state and local laws applicable to its business except in each
         case as could not have a Material Adverse Effect.

                  (m)  REGULATORY  PERMITS.  The  Company  and the  Subsidiaries
         possess all  certificates,  authorizations  and  permits  issued by the
         appropriate  federal,  state, local or foreign  regulatory  authorities
         necessary to conduct  their  respective  businesses as described in the
         SEC Reports, except where the failure to possess such permits could not
         have or reasonably be expected to result in a Material  Adverse  Effect
         ("MATERIAL  PERMITS"),  and neither the Company nor any  Subsidiary has
         received  any  notice of  proceedings  relating  to the  revocation  or
         modification of any Material Permit.

                  (n) TITLE TO ASSETS.  Except as described in SCHEDULE  3.1(N),
         the Company and the Subsidiaries  have good and marketable title in fee
         simple  to all real  property  owned by them  that is  material  to the
         business of the Company and the  Subsidiaries  and good and  marketable
         title in all  personal  property  owned by them that is material to the
         business  of the Company  and the  Subsidiaries,  in each case free and
         clear of all Liens,  except for Liens as do not  materially  affect the
         value of such  property and do not  materially  interfere  with the use
         made and  proposed  to be made of such  property by the Company and the
         Subsidiaries  and  Liens for the  payment  of  federal,  state or other
         taxes,  the  payment  of which is  neither  delinquent  nor  subject to


                                       12
<PAGE>

         penalties.  Any real  property and  facilities  held under lease by the
         Company and the Subsidiaries  are held by them under valid,  subsisting
         and enforceable leases of which the Company and the Subsidiaries are in
         compliance.

                  (o) PATENTS AND TRADEMARKS.  The Company and the  Subsidiaries
         have,  or  have  rights  to  use,  all  patents,  patent  applications,
         trademarks,   trademark  applications,   service  marks,  trade  names,
         copyrights, licenses and other similar rights necessary or material for
         use in connection with their respective  businesses as described in the
         SEC  Reports  and which the  failure  to so have  could have a Material
         Adverse Effect  (collectively,  the  "INTELLECTUAL  PROPERTY  RIGHTS").
         Neither the Company nor any  Subsidiary  has received a written  notice
         that  the  Intellectual  Property  Rights  used by the  Company  or any
         Subsidiary  violates or infringes upon the rights of any Person. To the
         knowledge of the Company,  all such  Intellectual  Property  Rights are
         enforceable  and, except as described in SCHEDULE  3.1(O),  there is no
         existing  infringement  by  another  Person  of any  of  the  Company's
         Intellectual Property Rights.

                  (p) INSURANCE. The Company and the Subsidiaries are insured by
         insurers of recognized financial responsibility against such losses and
         risks  and  in  such  amounts  as  are  prudent  and  customary  in the
         businesses in which the Company and the  Subsidiaries  are engaged.  To
         the best of Company's knowledge,  such insurance contracts and policies
         are accurate and complete.  Neither the Company nor any  Subsidiary has
         any  reason to believe  that it will not be able to renew its  existing
         insurance  coverage  as and when  such  coverage  expires  or to obtain
         similar  coverage from similar insurers as may be necessary to continue
         its business without a significant increase in cost.

                  (q) TRANSACTIONS WITH AFFILIATES AND EMPLOYEES.  Except as set
         forth in the SEC  Reports,  none of the  officers or  directors  of the
         Company and, to the knowledge of the Company,  none of the employees of
         the Company is presently a party to any transaction with the Company or
         any  Subsidiary  (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 entity in which any officer, director, or
         any  such  employee  has a  substantial  interest  or  is  an  officer,
         director,  trustee or partner,  in each case in excess of $60,000 other
         than  (i) for  payment  of  salary  or  consulting  fees  for  services
         rendered,  (ii)  reimbursement  for expenses  incurred on behalf of the
         Company and (iii) for other employee  benefits,  including stock option
         agreements under any stock option plan of the Company.

                  (r) SARBANES-OXLEY;  INTERNAL ACCOUNTING CONTROLS. The Company
         is in material compliance with all provisions of the Sarbanes-Oxley Act
         of 2002 which are  applicable to it as of the Closing Date. The Company
         and the Subsidiaries  maintain a system of internal accounting controls
         sufficient to provide  reasonable  assurance that (i)  transactions are
         executed  in   accordance   with   management's   general  or  specific
         authorizations,  (ii)  transactions are recorded as necessary to permit
         preparation  of financial  statements  in  conformity  with GAAP and to
         maintain asset accountability, (iii) access to assets is permitted only
         in accordance with management's general or specific authorization,  and
         (iv) the  recorded  accountability  for  assets  is  compared  with the


                                       13
<PAGE>

         existing assets at reasonable intervals and appropriate action is taken
         with respect to any differences. The Company has established disclosure
         controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
         15d-15(e))  for the Company and designed such  disclosure  controls and
         procedures to ensure that material information relating to the Company,
         including its Subsidiaries, is made known to the certifying officers by
         others within those entities,  particularly  during the period in which
         the Company's most recently  filed  periodic  report under the Exchange
         Act, as the case may be, is being  prepared.  The Company's  certifying
         officers have evaluated the effectiveness of the Company's controls and
         procedures as of the date prior to the filing date of the most recently
         filed   periodic   report  under  the  Exchange  Act  (such  date,  the
         "EVALUATION  DATE").  The Company  presented in its most recently filed
         periodic   report  under  the  Exchange  Act  the  conclusions  of  the
         certifying  officers about the effectiveness of the disclosure controls
         and procedures  based on their  evaluations as of the Evaluation  Date.
         Since the Evaluation  Date,  there have been no significant  changes in
         the Company's internal controls (as such term is defined in Item 307(b)
         of  Regulation  S-K  under  the  Exchange  Act)  or,  to the  Company's
         knowledge,  in  other  factors  that  could  significantly  affect  the
         Company's internal controls.

                  (s) CERTAIN FEES.  Except as described in SCHEDULE 3.1(S),  no
         brokerage or finder's fees or commissions are or will be payable by the
         Company  to  any  broker,  financial  advisor  or  consultant,  finder,
         placement agent,  investment banker,  bank or other Person with respect
         to the transactions contemplated by this Agreement. Except as described
         in  SCHEDULE  3.1(S),  the  Purchasers  shall have no  obligation  with
         respect to any fees or with  respect to any claims made by or on behalf
         of other Persons for fees of a type  contemplated  in this Section that
         may be due in connection  with the  transactions  contemplated  by this
         Agreement.

                  (t) PRIVATE PLACEMENT. Assuming the accuracy of the Purchasers
         representations   and   warranties   set  forth  in  Section   3.2,  no
         registration  under the Securities Act or any state  securities laws is
         required for the offer and sale of the Securities by the Company to the
         Purchasers  as  contemplated  hereby.  The  issuance  and  sale  of the
         Securities  hereunder,  and  the  Debentures  issued  pursuant  to  the
         transactions contemplated by Sections 2.3(a)(iii) and 2.3(b)(v) herein,
         does not contravene the rules and  regulations of the Trading Market or
         the Securities Act or any state securities laws.

                  (u)  INVESTMENT  COMPANY.  The  Company is not,  and is not an
         Affiliate  of,  and  immediately  after  receipt  of  payment  for  the
         Securities  and the  Debentures,  will not be or be an Affiliate of, an
         "investment  company" within the meaning of the Investment  Company Act
         of 1940, as amended. The Company shall conduct its business in a manner
         so that it will not become subject to the Investment Company Act.

                  (v)  REGISTRATION  RIGHTS.  Except as  described  in  Schedule
         3.1(v),  and other than  shares of Common  Stock  issued or issuable in
         connection with the transactions  contemplated by Sections  2.3(a)(iii)
         and 2.3(b)(v)  herein,  no Person has any right to cause the Company to
         effect the  registration  under the Securities Act of any securities of
         the Company.



                                       14
<PAGE>

                  (w) LISTING AND MAINTENANCE REQUIREMENTS. The Company's Common
         Stock is registered  pursuant to Section 12(b) of the Exchange Act, and
         the Company has taken no action  designed to, or which to its knowledge
         is likely to have the effect of,  terminating  the  registration of the
         Common Stock under the  Exchange  Act nor has the Company  received any
         notification  that the  Commission is  contemplating  terminating  such
         registration.  The Company has not, in the 12 months preceding the date
         hereof,  received  notice from any  Trading  Market on which the Common
         Stock is or has been listed or quoted to the effect that the Company is
         not in compliance with the listing or maintenance  requirements of such
         Trading  Market.  The Company is, and has no reason to believe  that it
         will not  continue  to be,  in  compliance  with all such  listing  and
         maintenance requirements.

                  (x) 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,  poison pill  (including any  distribution  under a rights
         agreement) or other similar anti-takeover provision under the Company's
         Certificate of Incorporation (or similar charter documents) or the laws
         of its state of incorporation that is or could become applicable to the
         Purchasers  as a result of the  Purchasers  and the Company  fulfilling
         their  obligations  or  exercising  their rights under the  Transaction
         Documents,  including  without  limitation as a result of the Company's
         issuance  of the  Securities  and the  Debentures  and the  Purchasers'
         ownership of the Securities.

                  (y) DISCLOSURE.  The Company  confirms that neither it nor, to
         its  knowledge,  any other Person acting on its behalf has provided any
         of the Purchasers or their agents or counsel with any information  that
         constitutes or might constitute material,  nonpublic  information.  The
         Company  understands  and confirms that the Purchasers will rely on the
         foregoing  representations  and covenants in effecting  transactions in
         securities of the Company.  All  disclosure  provided to the Purchasers
         regarding the Company,  its business and the transactions  contemplated
         hereby, including the Disclosure Schedules to this Agreement, furnished
         by or on behalf of the Company with respect to the  representations and
         warranties  made  herein  are true and  correct  with  respect  to such
         representations  and warranties and do not contain any untrue statement
         of a material  fact or omit to state any  material  fact  necessary  in
         order  to  make  the   statements   made  therein,   in  light  of  the
         circumstances  under which they were made, not misleading.  The Company
         acknowledges  and  agrees  that no  Purchaser  makes  or has  made  any
         representations   or  warranties  with  respect  to  the   transactions
         contemplated  hereby other than those specifically set forth in Section
         3.2 hereof.

                  (z) NO  INTEGRATED  OFFERING.  Assuming  the  accuracy  of the
         Purchasers'  representations  and  warranties set forth in Section 3.2,
         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  security  or  solicited  any offers to buy any  security,
         under circumstances that would cause this offering of the Securities to
         be integrated  with prior  offerings by the Company for purposes of the
         Securities  Act  or any  applicable  shareholder  approval  provisions,
         including,  without limitation,  under the rules and regulations of any


                                       15
<PAGE>

         exchange or automated  quotation  system on which any of the securities
         of the Company are listed or designated.

                  (aa) SOLVENCY. Based on the financial condition of the Company
         as of the  Closing  Date  after  giving  effect to the  receipt  by the
         Company of the proceeds from the sale of the  Securities  hereunder and
         the sale of the Debentures pursuant to the transactions contemplated by
         Sections  2.3(a)(iii)  and 2.3(b)(v)  herein,  (i) the  Company's  fair
         saleable  value of its assets  exceeds the amount that will be required
         to be paid on or in respect of the Company's  existing  debts and other
         liabilities  (including known  contingent  liabilities) as they mature;
         (ii) the Company's assets do not constitute  unreasonably small capital
         to carry on its business for the current  fiscal year as now  conducted
         and as proposed to be conducted including its capital needs taking into
         account the particular  capital  requirements of the business conducted
         by  the  Company,   and  projected  capital  requirements  and  capital
         availability  thereof;  and (iii) the current cash flow of the Company,
         together  with the  proceeds  the  Company  would  receive,  were it to
         liquidate all of its assets,  after taking into account all anticipated
         uses of the  cash,  would be  sufficient  to pay all  amounts  on or in
         respect of its debt when such  amounts  are  required  to be paid.  The
         Company  does not intend to incur debts  beyond its ability to pay such
         debts as they  mature  (taking  into  account the timing and amounts of
         cash to be payable on or in respect of its debt).

                  (bb)  TAX  STATUS.   Except  for   matters   that  would  not,
         individually  or in the  aggregate,  have or  reasonably be expected to
         result in a Material  Adverse  Effect,  the Company and each Subsidiary
         has filed all necessary federal, state and foreign income and franchise
         tax returns and has paid or accrued all taxes shown as due thereon, and
         the  Company  has no  knowledge  of a tax  deficiency  which  has  been
         asserted or threatened against the Company or any Subsidiary.

                  (cc) NO GENERAL  SOLICITATION.  Neither  the  Company  nor any
         person  acting on behalf of the  Company has offered or sold any of the
         Securities, the Debentures or any other security by any form of general
         solicitation  or general  advertising.  The  Company  has  offered  the
         Securities  for sale only to the  Purchasers  and only to certain other
         "accredited  investors"  within  the  meaning  of Rule  501  under  the
         Securities Act.

                  (dd) FOREIGN CORRUPT  PRACTICES.  Neither the Company,  nor to
         the  knowledge  of the  Company,  any agent or other  person  acting on
         behalf of the Company, has (i) directly or indirectly, used any corrupt
         funds  for  unlawful  contributions,   gifts,  entertainment  or  other
         unlawful  expenses related to foreign or domestic  political  activity,
         (ii) made any  unlawful  payment  to  foreign  or  domestic  government
         officials or employees or to any foreign or domestic  political parties
         or campaigns from corporate  funds,  (iii) failed to disclose fully any
         contribution  made by the Company (or made by any person  acting on its
         behalf of which the Company is aware)  which is in violation of law, or
         (iv)  violated in any  material  respect any  provision  of the Foreign
         Corrupt Practices Act of 1977, as amended.



                                       16
<PAGE>

                  (ee) ACCOUNTANTS.  The Company's  accountants are set forth on
         SCHEDULE  3.1(EE)  of  the  Disclosure   Schedule.   To  the  Company's
         knowledge, such accountants, who the Company expects will express their
         opinion with respect to the financial  statements to be included in the
         Company's  Annual Report on Form 10-KSB for the year ended December 31,
         2004, are independent accountants as required by the Securities Act.

                  (ff) Intentionally Omitted.

                  (gg) NO DISAGREEMENTS WITH ACCOUNTANTS AND LAWYERS.  There are
         no  disagreements  of  any  kind  presently  existing,   or  reasonably
         anticipated  by the  Company  to arise,  between  the  accountants  and
         lawyers   formerly  or   presently   employed  by  the  Company   which
         individually or in the aggregate could reasonably be expected to result
         in a Material Adverse Effect and the Company is current with respect to
         any fees owed to its accountants and lawyers.

                  (hh)   ACKNOWLEDGMENT   REGARDING   PURCHASERS'   PURCHASE  OF
         SECURITIES.  The  Company  acknowledges  and  agrees  that  each of the
         Purchasers  is  acting  solely  in  the  capacity  of an  arm's  length
         purchaser   with  respect  to  the   Transaction   Documents   and  the
         transactions contemplated hereby. The Company further acknowledges that
         no  Purchaser  is acting as a  financial  advisor or  fiduciary  of the
         Company (or in any similar capacity) with respect to this Agreement and
         the  transactions  contemplated  hereby  and any  advice  given  by any
         Purchaser  or any of their  respective  representatives  or  agents  in
         connection with this Agreement and the transactions contemplated hereby
         is merely incidental to the Purchasers' purchase of the Securities. The
         Company  further  represents  to  each  Purchaser  that  the  Company's
         decision  to enter into this  Agreement  has been  based  solely on the
         independent  evaluation of the transactions  contemplated hereby by the
         Company and its representatives.

         3.2  REPRESENTATIONS  AND WARRANTIES OF THE PURCHASERS.  Each Purchaser
hereby, for itself and for no other Purchaser, represents and warrants as of the
date hereof and as of the Closing Date to the Company as follows:

                  (a) ORGANIZATION;  AUTHORITY. Such Purchaser is an entity duly
         organized,  validly existing and in good standing under the laws of the
         jurisdiction  of  its  organization  with  full  right,   corporate  or
         partnership  power and  authority to enter into and to  consummate  the
         transactions contemplated by the Transaction Documents and otherwise to
         carry out its  obligations  thereunder.  The  execution,  delivery  and
         performance by such Purchaser of the transactions  contemplated by this
         Agreement  have been duly  authorized  by all  necessary  corporate  or
         similar action on the part of such Purchaser. Each Transaction Document
         to which it is a party has been duly  executed by such  Purchaser,  and
         when delivered by such  Purchaser in accordance  with the terms hereof,
         will  constitute  the  valid and  legally  binding  obligation  of such
         Purchaser,  enforceable against it in accordance with its terms, except
         (i)  as  limited  by  general   equitable   principles  and  applicable
         bankruptcy,  insolvency,  reorganization,  moratorium and other laws of
         general   application   affecting   enforcement  of  creditors'  rights
         generally,  (ii) as limited by laws  relating  to the  availability  of
         specific performance, injunctive relief or other equitable remedies and
         (iii) insofar as  indemnification  and  contribution  provisions may be
         limited by applicable law.



                                       17
<PAGE>

                  (b) PURCHASER REPRESENTATION.  Such Purchaser understands that
         the Securities are "restricted securities" and have not been registered
         under the Securities Act or any applicable  state securities law and is
         acquiring the  Securities as principal for its own account and not with
         a view to or for distributing, reselling or offering such Securities or
         any part thereof,  has no present intention of distributing or offering
         any of such Securities and has no arrangement or understanding with any
         other  persons  regarding the  distribution  of such  Securities  (this
         representation and warranty not limiting such Purchaser's right to sell
         the Securities  pursuant to the Registration  Statement or otherwise in
         compliance with applicable  federal and state  securities  laws).  Such
         Purchaser is acquiring the Securities  hereunder in the ordinary course
         of its  business.  Such  Purchaser  does  not  have  any  agreement  or
         understanding, directly or indirectly, with any Person to distribute or
         sell any of the Securities.

                  (c) PURCHASER  STATUS.  At the time such Purchaser was offered
         the Securities,  it was, and at the date hereof it is, and on each date
         on  which  it  exercises  any  Warrants  it  will  be  either:  (i)  an
         "accredited  investor" as defined in Rule 501 under the  Securities Act
         or (ii) a  "qualified  institutional  buyer" as defined in Rule 144A(a)
         under  the  Securities  Act.  Such  Purchaser  is  not  required  to be
         registered as a broker-dealer under Section 15 of the Exchange Act.

                  (d) EXPERIENCE OF SUCH PURCHASER. Such Purchaser, either alone
         or   together   with   its   representatives,   has   such   knowledge,
         sophistication  and experience in business and financial  matters so as
         to be capable  of  evaluating  the merits and risks of the  prospective
         investment in the Securities, and has so evaluated the merits and risks
         of such investment. Such Purchaser is able to bear the economic risk of
         an  investment in the  Securities  and, at the present time, is able to
         afford a complete loss of such investment.

                  (e) SHORT SALES. Each Purchaser  represents that during the 30
         days  prior to the  execution  of this  Agreement,  neither  it nor any
         Persons  over which the  Purchaser  has direct  control,  have made any
         short  sales of, or granted  any option for the  purchase of or entered
         into any hedging or similar  transaction  with the same economic effect
         as a short sale, in the Common Stock.

                  (f) NO GENERAL SOLICITATION.  Such Purchaser is not purchasing
         the  Securities as a result of any  advertisement,  article,  notice or
         other   communication   regarding  the  Securities   published  in  any
         newspaper,  magazine or similar media or broadcast  over  television or
         radio or presented at any seminar or any other general  solicitation or
         general advertisement.

                  (g) LIMIT TO REPRESENTATIONS AND WARRANTIES OF PURCHASER.  The
         Company  acknowledges  and agrees that each  Purchaser does not make or
         has not made any  representations  or  warranties  with  respect to the
         transactions  contemplated  hereby  other than those  specifically  set
         forth in this Section 3.2.



                                       18
<PAGE>

                  (h) CERTAIN LAWS.  Neither the Purchaser nor (if the Purchaser
         is an  individual)  any  Person  who is a  member  of  the  Purchaser's
         household or immediate family, nor any Person who otherwise may have an
         indirect  interest  in  securities  or  other  property  owned  by  the
         Purchaser  has been  designated  as, and that neither you or any of the
         foregoing is under the control of, a "suspected  terrorist"  as defined
         in Executive Order 13224. The Purchaser  acknowledges  that the Company
         seeks to comply with all applicable laws covering money  laundering and
         related  activities.  In furtherance  of those  efforts,  the Purchaser
         hereby  represents,  warrants and agrees that:  (i) none of the cash or
         property that Purchaser will pay or will  contribute to the Company has
         been or shall be derived  from,  or related  to, any  activity  that is
         deemed  criminal under United States law; and (ii) no  contribution  or
         payment by the  Purchaser to the  Company,  to the extent that they are
         within Purchaser's control,  shall cause the Company to be in violation
         of the  Untied  States  Bank  Secrecy  Act,  the  United  States  Money
         Laundering Control Act of 1986 or the Untied States International Money
         Laundering Abatement and Anti-Terrorist Financing Act of 2001.

                                  ARTICLE IV.
                         OTHER AGREEMENTS OF THE PARTIES

         4.1 TRANSFER RESTRICTIONS.

                  (a) The Securities may only be disposed of in compliance  with
         state and federal  securities  laws. In connection with any transfer of
         Securities other than pursuant to an effective  registration  statement
         or Rule 144, to the  Company or to an  Affiliate  of a Purchaser  or in
         connection with a pledge as contemplated in Section 4.1(b), the Company
         may require the transferor thereof to provide to the Company an opinion
         of counsel  selected by the  transferor  and  reasonably  acceptable to
         legal  counsel to the Company,  the form and substance of which opinion
         and shall be reasonably satisfactory to the Company, to the effect that
         such  transfer  does  not  require  registration  of  such  transferred
         Securities  under the Securities  Act. As a condition of transfer,  any
         such transferee shall agree in writing to be bound by the terms of this
         Agreement and shall have the rights of a Purchaser under this Agreement
         and the Registration Rights Agreement.

                  (b) The  Purchasers  agree  to the  imprinting,  so long as is
         required by this Section  4.1(b),  of a legend on any of the Securities
         in the following form:

         [NEITHER]  THESE  SECURITIES  [NOR  THE  SECURITIES  INTO  WHICH  THESE
         SECURITIES  ARE  EXERCISABLE]  HAVE  [NOT]  BEEN  REGISTERED  WITH  THE
         SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES  COMMISSION OF ANY
         STATE  IN  RELIANCE  UPON AN  EXEMPTION  FROM  REGISTRATION  UNDER  THE
         SECURITIES  ACT OF  1933,  AS  AMENDED  (THE  "SECURITIES  ACT"),  AND,
         ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
         REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR  PURSUANT  TO AN
         AVAILABLE  EXEMPTION  FROM,  OR IN A  TRANSACTION  NOT  SUBJECT TO, THE
         REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
         APPLICABLE  STATE  SECURITIES  LAWS AS EVIDENCED BY A LEGAL  OPINION OF
         COUNSEL TO THE TRANSFEROR TO SUCH EFFECT,  THE SUBSTANCE OF WHICH SHALL
         BE  REASONABLY  ACCEPTABLE  TO  LEGAL  COUNSEL  TO THE  COMPANY.  THESE
         SECURITIES  AND  THE   SECURITIES   ISSUABLE  UPON  EXERCISE  OF  THESE
         SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
         OR OTHER LOAN SECURED BY SUCH SECURITIES.



                                       19
<PAGE>

                  The Company  acknowledges and agrees that a Purchaser may from
         time to time pledge  pursuant to a bona fide  margin  agreement  with a
         registered broker-dealer or grant a security interest in some or all of
         the  Securities  to a  financial  institution  that  is an  "accredited
         investor"  as defined in Rule 501(a) under the  Securities  Act and who
         agrees to be bound by the provisions of the Transaction  Documents and,
         if required  under the terms of such  arrangement,  such  Purchaser may
         transfer  pledged  or secured  Securities  to the  pledgees  or secured
         parties.  Such a pledge or transfer would not be subject to approval of
         the  Company  and no legal  opinion of legal  counsel  of the  pledgee,
         secured  party or pledgor  shall be required in  connection  therewith.
         Further, no notice shall be required of such pledge. At the appropriate
         Purchaser's   expense,  the  Company  will  execute  and  deliver  such
         reasonable  documentation  as a pledgee or secured  party of Securities
         may reasonably  request in connection  with a pledge or transfer of the
         Securities,  including,  if the Securities are subject to  registration
         pursuant to the  Registration  Rights  Agreement,  the  preparation and
         filing of any required prospectus supplement under Rule 424(b)(3) under
         the Securities Act or other applicable  provision of the Securities Act
         to appropriately amend the list of selling stockholders thereunder.

                  (c)  Certificates  evidencing  the  Warrant  Shares  shall not
         contain any legend  (including  the legend set forth in Section  4.1(b)
         hereof):  (i) in connection  with a bona fide sale while a registration
         statement (including the Registration Statement) covering the resale of
         such security is effective  under the Securities Act, or (ii) following
         any sale of such Warrant Shares  pursuant to Rule 144, or (iii) if such
         Warrant Shares are eligible for sale under Rule 144(k), or (iv) if such
         legend is not required under applicable  requirements of the Securities
         Act (including judicial  interpretations  and pronouncements  issued by
         the staff of the Commission); PROVIDED, HOWEVER, in connection with the
         issuance of the  Warrant  Shares,  each  Purchaser,  severally  and not
         jointly with the other Purchasers, hereby agrees to adhere to and abide
         by all prospectus  delivery  requirements  under the Securities Act and
         rules and  regulations of the  Commission.  The Company shall cause its
         counsel  to  issue a legal  opinion  to the  Company's  transfer  agent
         promptly after the Effective Date if required by the Company's transfer
         agent to effect  the  removal of the  legend  hereunder.  If all or any
         portion of a Warrant is  exercised at a time when there is an effective
         registration statement to cover the resale of the Warrant Shares, or if
         such Warrant  Shares may be sold under Rule 144(k) or if such legend is
         not otherwise required under applicable  requirements of the Securities
         Act  (including  judicial  interpretations  thereof)  then such Warrant
         Shares shall be issued free of all legends.  The Company agrees that at
         such time as such  legend  is no longer  required  under  this  Section
         4.1(c),  it will,  no later  than  three  Trading  Days  following  the
         delivery by a Purchaser to the Company or the Company's  transfer agent
         of  a  certificate  representing  the  Warrant  Shares  issued  with  a
         restrictive legend (such third Trading Day, the "LEGEND REMOVAL DATE"),
         deliver  or cause  to be  delivered  to such  Purchaser  a  certificate
         representing  such shares that is free from all  restrictive  and other
         legends.  The Company may not make any  notation on its records or give
         instructions  to any  transfer  agent of the Company  that  enlarge the
         restrictions on transfer set forth in this Section.



                                       20
<PAGE>

                  (d) In addition to such Purchaser's other available  remedies,
         the Company shall pay to a Purchaser,  in cash,  as partial  liquidated
         damages and not as a penalty,  for each $1,000 of Warrant Shares (based
         on the Closing  Price of the Common  Stock on the date such  Securities
         are submitted to the Company's transfer agent) delivered for removal of
         the  restrictive  legend and subject to this  Section  4.1(c),  $10 per
         Trading Day  (increasing  to $20 per  Trading Day 5 Trading  Days after
         such  damages  have begun to  accrue)  for each  Trading  Day after the
         Legend  Removal  Date until such  certificate  is  delivered  without a
         legend.  Nothing  herein shall limit such  Purchaser's  right to pursue
         actual  damages  for the  Company's  failure  to  deliver  certificates
         representing  any Securities as required by the Transaction  Documents,
         and  such  Purchaser  shall  have  the  right to  pursue  all  remedies
         available to it at law or in equity including,  without  limitation,  a
         decree of specific performance and/or injunctive relief.

                  (e) Each  Purchaser,  severally and not jointly with the other
         Purchasers,  agrees  that the  removal of the  restrictive  legend from
         certificates  representing  Securities as set forth in this Section 4.1
         is predicated upon the Company's  reliance that the Purchaser will sell
         any Securities pursuant to either the registration  requirements of the
         Securities   Act,   including  any   applicable   prospectus   delivery
         requirements, or an exemption therefrom.

                  (f) Intentionally Omitted.

         4.2  ACKNOWLEDGMENT  OF  DILUTION.  The Company  acknowledges  that the
issuance  of the  Securities  and the  Debentures  may result in dilution of the
outstanding  shares of Common Stock,  which  dilution may be  substantial if the
Company   undertakes   another   financing  which  triggers  the   anti-dilution
protections  of  the  Warrants.   The  Company  further  acknowledges  that  its
obligations under the Transaction  Documents,  including without  limitation its
obligation to issue the Warrant Shares  pursuant to the  Transaction  Documents,
are  unconditional  and  absolute  and not  subject  to any  right  of set  off,
counterclaim,  delay or reduction, regardless of the effect of any such dilution
or any claim the Company may have against any  Purchaser  and  regardless of the
dilutive  effect  that  such  issuance  may have on the  ownership  of the other
stockholders of the Company.

         4.3 FURNISHING OF RULE 144  INFORMATION.  As long as any Purchaser owns
Securities,  the  Company  covenants  to timely  file (or obtain  extensions  in
respect  thereof  and file  within the  applicable  grace  period)  all  reports
required  to be filed by the  Company  after  the date  hereof  pursuant  to the
Exchange Act. As long as any Purchaser  owns  Securities,  if the Company is not
required to file  reports  pursuant  to the  Exchange  Act, it will  prepare and
furnish to the  Purchasers and make publicly  available in accordance  with Rule
144(c) such information as is required for the Purchasers to sell the Securities


                                       21
<PAGE>

under Rule 144.  The Company  further  covenants  that it will take such further
action as any holder of Securities  may  reasonably  request,  all to the extent
required from time to time to enable such Person to sell such Securities without
registration  under the  Securities  Act within the limitation of the exemptions
provided by Rule 144.

         4.4 INTEGRATION.  Other than with respect to the sale of Debentures and
Common Stock  Equivalents  contemplated  by Sections  2.3(a)(iii)  and 2.3(b)(v)
herein,  the Company shall not sell,  offer for sale or solicit offers to buy or
otherwise  negotiate  in respect of any security (as defined in Section 2 of the
Securities  Act)  that  would  be  integrated  with  the  offer  or  sale of the
Securities in a manner that would require the registration  under the Securities
Act of the sale of the  Securities to the Purchasers or that would be integrated
with  the  offer  or  sale of the  Securities  for  purposes  of the  rules  and
regulations of any Trading Market.

         4.5 CONVERSION AND EXERCISE PROCEDURES.  The form of Notice of Exercise
included in the Warrants sets forth the totality of the  procedures  required of
the Purchasers in order to exercise the Warrants. No additional legal opinion or
other  information  or  instructions  shall be  required  of the  Purchasers  to
exercise their  Warrants.  The Company shall honor exercises of the Warrants and
shall deliver Warrant Shares in accordance  with the terms,  conditions and time
periods set forth in the Transaction Documents.

         4.6 SECURITIES LAWS DISCLOSURE;  PUBLICITY.  The Company shall, by 8:30
a.m.  Eastern time on the Trading Day following the date hereof,  file a Current
Report on Form 8-K, reasonably  acceptable to Roth disclosing the material terms
of the transactions  contemplated hereby and attaching the Transaction Documents
thereto as  exhibits.  The  Company  and Roth shall  consult  with each other in
issuing any other press releases with respect to the  transactions  contemplated
hereby,  and neither the Company nor Roth shall issue any such press  release or
otherwise  make any such  public  statement  without  the prior  consent  of the
Company, with respect to any press release of Roth, or without the prior consent
of Roth,  with respect to any press release of the Company,  which consent shall
not  unreasonably be withheld,  except if such disclosure is required by law, in
which case the  disclosing  party  shall  promptly  provide the other party with
prior notice of such public  statement  or  communication.  Notwithstanding  the
foregoing, the Company shall not publicly disclose the name of any Purchaser, or
include  the name of any  Purchaser  in any filing  with the  Commission  or any
regulatory  agency or Trading Market,  without the prior written consent of such
Purchaser,  except (i) as required by federal  securities law in connection with
the registration statement contemplated by the Registration Rights Agreement and
(ii)  to the  extent  such  disclosure  is  required  by law or  Trading  Market
regulations,  in which case the Company shall provide the Purchasers  with prior
notice of such disclosure permitted under subclause (i) or (ii).

         4.7 SHAREHOLDERS  RIGHTS PLAN. No claim will be made or enforced by the
Company or, to the knowledge of the Company, any other Person that any Purchaser
is an "Acquiring  Person" under any shareholders  rights plan or similar plan or
arrangement in effect or hereafter adopted by the Company, or that any Purchaser
could be deemed to trigger the  provisions of any such plan or  arrangement,  by
virtue of  receiving  Securities  under the  Transaction  Documents or under any
other  agreement  between  the  Company and the  Purchasers.  The Company  shall


                                       22
<PAGE>

conduct  its  business  in a manner so that it will not  become  subject  to the
Investment Company Act.

         4.8  NON-PUBLIC  INFORMATION.  The  Company  covenants  and agrees that
neither it nor any other Person  acting on its behalf will provide any Purchaser
or its  agents  or  counsel  with  any  information  that the  Company  believes
constitutes material non-public information, unless prior thereto such Purchaser
shall have executed a written agreement regarding the confidentiality and use of
such information. The Company understands and confirms that each Purchaser shall
be  relying  on the  foregoing  representations  in  effecting  transactions  in
securities of the Company.

         4.9 USE OF  PROCEEDS.  Except as set  forth on  SCHEDULE  4.9  attached
hereto,  the Company shall use the net proceeds from the sale of the  Securities
hereunder and the Debentures sold pursuant to the  transactions  contemplated by
Sections  2.3(a)(iii) and 2.3(b)(v)  herein for working capital purposes and not
for the satisfaction of any portion of the Company's debt (other than payment of
trade  payables  in the  ordinary  course of the  Company's  business  and prior
practices),  to redeem any Company equity or equity-equivalent  securities or to
settle any outstanding litigation.

         4.10  REIMBURSEMENT.  If any Purchaser becomes involved in any capacity
in any  Proceeding by or against any Person who is a stockholder  of the Company
(except as a result of sales, pledges,  margin sales and similar transactions by
such Purchaser to or with any current  stockholder),  solely as a result of such
Purchaser's acquisition of the Securities under this Agreement, the Company will
reimburse such Purchaser for its reasonable legal and other expenses  (including
the cost of any  investigation  preparation and travel in connection  therewith)
incurred  in  connection   therewith,   as  such  expenses  are  incurred.   The
reimbursement  obligations  of the  Company  under  this  paragraph  shall be in
addition to any  liability  which the Company may otherwise  have,  shall extend
upon the same terms and  conditions to any  Affiliates of the Purchasers who are
actually  named in such  action,  proceeding  or  investigation,  and  partners,
directors,  agents,  employees and controlling persons (if any), as the case may
be, of the  Purchasers  and any such  Affiliate,  and shall be binding  upon and
inure  to  the  benefit  of  any   successors,   assigns,   heirs  and  personal
representatives  of the Company,  the  Purchasers and any such Affiliate and any
such Person.  The Company also agrees that neither the  Purchasers  nor any such
Affiliates,  partners, directors, agents, employees or controlling persons shall
have any liability to the Company or any Person asserting claims on behalf of or
in right of the Company  solely as a result of acquiring  the  Securities  under
this Agreement.

         4.11  INDEMNIFICATION OF PURCHASERS.  Subject to the provisions of this
Section  4.11,  the Company will  indemnify  and hold the  Purchasers  and their
directors,  officers,  shareholders,  partners,  employees and agents  (each,  a
"PURCHASER PARTY") harmless from any and all losses,  liabilities,  obligations,
claims,  contingencies,  damages,  costs and expenses,  including all judgments,
amounts paid in  settlements,  court costs and  reasonable  attorneys'  fees and
costs of  investigation  that any such Purchaser  Party may suffer or incur as a
result  of or  relating  to (a)  any  breach  of  any  of  the  representations,
warranties,  covenants or agreements made by the Company in this Agreement or in
the  other  Transaction  Documents  or  (b)  any  action  instituted  against  a
Purchaser, or any of them or their respective Affiliates,  by any stockholder of
the Company who is not an  Affiliate of such  Purchaser,  with respect to any of
the transactions  contemplated by the Transaction  Documents (unless such action
is  based  upon a  breach  of such  Purchaser's  representation,  warranties  or


                                       23
<PAGE>

covenants  under the Transaction  Documents or any agreements or  understandings
such  Purchaser  may have with any such  stockholder  or any  violations  by the
Purchaser of state or federal  securities  laws or any conduct by such Purchaser
which constitutes fraud,  gross negligence,  willful misconduct or malfeasance).
If any action shall be brought  against any Purchaser  Party in respect of which
indemnity may be sought pursuant to this  Agreement,  such Purchaser Party shall
promptly notify the Company in writing,  and the Company shall have the right to
assume the defense thereof with counsel of its own choosing. Any Purchaser Party
shall  have  the  right to  employ  separate  counsel  in any  such  action  and
participate  in the defense  thereof,  but the fees and expenses of such counsel
shall be at the expense of such  Purchaser  Party  except to the extent that (i)
the  employment  thereof  has been  specifically  authorized  by the  Company in
writing, (ii) the Company has failed after a reasonable period of time to assume
such  defense  and to employ  counsel or (iii) in such  action  there is, in the
reasonable opinion of such separate counsel, a material conflict on any material
issue  between the  position of the Company and the  position of such  Purchaser
Party.  The  Company  will not be  liable  to any  Purchaser  Party  under  this
Agreement (i) for any  settlement  by an Purchaser  Party  effected  without the
Company's prior written  consent,  which shall not be  unreasonably  withheld or
delayed;  or (ii) to the  extent,  but only to the  extent  that a loss,  claim,
damage or liability is  attributable  to any Purchaser  Party's breach of any of
the representations,  warranties, covenants or agreements made by the Purchasers
in this Agreement or in the other Transaction Documents.

         4.12 RESERVATION AND LISTING OF SECURITIES.

                  (a) The  Company  shall  maintain  a  reserve  from  its  duly
         authorized  shares  of  Common  Stock  for  issuance  pursuant  to  the
         Transaction  Documents and the  transactions  contemplated  by Sections
         2.3(a)(iii) and 2.3(b)(v)  herein, in such amount as may be required to
         fulfill its  obligations  in full under the  Transaction  Documents and
         under  the  transactions   contemplated  by  Sections  2.3(a)(iii)  and
         2.3(b)(v) herein.

                  (b) If, on any date,  the number of  authorized  but  unissued
         (and  otherwise  unreserved)  shares of  Common  Stock is less than the
         Required  Minimum  on such  date,  then the Board of  Directors  of the
         Company  shall  use  commercially   reasonable  efforts  to  amend  the
         Company's  certificate  or articles of  incorporation  to increase  the
         number of  authorized  but unissued  shares of Common Stock to at least
         the Required Minimum at such time, as soon as possible and in any event
         not later than the 75th day after such date.

                  (c) The  Company  shall,  if  applicable:  (i) in the time and
         manner  required  by the  Trading  Market,  prepare  and file with such
         Trading  Market an additional  shares  listing  application  covering a
         number of shares of Common Stock at least equal to the Required Minimum
         on the date of such application, (ii) take all steps necessary to cause
         such shares of Common  Stock to be approved  for listing on the Trading
         Market as soon as possible thereafter,  (iii) provide to the Purchasers
         evidence of such listing,  and (iv) maintain the listing of such Common
         Stock on any date at least equal to the  Required  Minimum on such date
         on such Trading  Market or another  Trading  Market.  In addition,  the
         Company shall hold a special meeting of shareholders (which may also be
         at the annual  meeting of  shareholders)  on or before January 31, 2005
         for  the  purpose  of   obtaining   Shareholder   Approval,   with  the
         recommendation  of the Company's  Board of Directors that such proposal
         be  approved,   and  the  Company  shall   solicit   proxies  from  its
         shareholders  in  connection  therewith in the same manner as all other
         management    proposals    in   such    proxy    statement    and   all
         management-appointed  proxyholders shall vote their proxies in favor of
         such proposal.



                                       24
<PAGE>

         4.13  PARTICIPATION  IN  FUTURE  FINANCING.  From the date  hereof  and
continuing  during the period in which the  Purchaser no longer holds any shares
of Common Stock  purchased by such Purchaser  pursuant to this Agreement (but in
any event for at least one year from the date hereof), upon any financing by the
Company or any of its  Subsidiaries of Common Stock or Common Stock  Equivalents
(a "SUBSEQUENT FINANCING"),  the Purchasers shall collectively have the right to
participate  in the  Subsequent  Financing  up to the  greater of (i) 25% of the
Subsequent  Financing  and (ii) the amount equal to the  aggregate  Subscription
Amounts  paid  by  all  Purchasers  under  this  Agreement  (the  "PARTICIPATION
MAXIMUM").  At least 5  Trading  Days  prior to the  closing  of the  Subsequent
Financing,  the Company shall deliver to each  Purchaser a written notice of its
intention  to effect a Subsequent  Financing  ("PRE-NOTICE"),  which  Pre-Notice
shall ask such  Purchaser  if it wants to review the  details of such  financing
(such additional notice, a "SUBSEQUENT FINANCING NOTICE"). Upon the request of a
Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing
Notice,  the Company shall promptly,  but no later than 1 Trading Day after such
request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent
Financing Notice shall describe in reasonable  detail the proposed terms of such
Subsequent  Financing,  the amount of proceeds intended to be raised thereunder,
the Person with whom such Subsequent  Financing is proposed to be effected,  and
attached to which shall be a term sheet or similar document relating thereto. If
by 5:30  p.m.  (New  York  City  time) on the 5th  Trading  Day after all of the
Purchasers  have received the  Pre-Notice,  notifications  by the  Purchasers of
their willingness to participate in the Subsequent  Financing (or to cause their
designees to  participate)  is, in the aggregate,  less than the total amount of
the Participation  Maximum, then the Company may effect the remaining portion of
such  Subsequent  Financing  on the  terms and to the  Persons  set forth in the
Subsequent  Financing Notice. If the Company receives no notice from a Purchaser
as of such 5th Trading Day, such Purchaser  shall be deemed to have notified the
Company  that it does not elect to  participate.  The Company  must  provide the
Purchasers with a second Subsequent  Financing  Notice,  and the Purchasers will
again have the right of  participation  set forth above in this Section 4.13, if
the Subsequent  Financing subject to the initial Subsequent  Financing Notice is
not  consummated  for any  reason  on the  terms  set  forth in such  Subsequent
Financing Notice within 60 Trading Days after the date of the initial Subsequent
Financing  Notice.  In the event the Company  receives  responses to  Subsequent
Financing  Notices from  Purchasers  seeking to purchase more than the aggregate
amount of the Participation Maximum, each such Purchaser shall have the right to
purchase their Pro Rata Portion (as defined below) of the Participation Maximum.
"PRO RATA  PORTION" is the ratio of (x) the  Subscription  Amount of  Securities
purchased  by a  participating  Purchaser  and  (y)  the  sum of  the  aggregate
Subscription  Amount  of  all  participating  Purchasers.   Notwithstanding  the
foregoing, this Section 4.13 shall not apply in respect of an Exempt Issuance or
the sale of  Debentures  and Common  Stock  Equivalents  issued  pursuant to the
transaction contemplated by Sections 2.3(a)(iii) and 2.3(b)(v) herein.



                                       25
<PAGE>

         4.14 SUBSEQUENT EQUITY SALES.

                  (a) Other than with respect to the Debentures and Common Stock
         Equivalents  referred to in Sections  2.3(a)(iii) and 2.3(b)(v) herein,
         from the date hereof until 90 days after the  Effective  Date,  neither
         the Company nor any  Subsidiary  shall issue  shares of Common Stock or
         Common  Stock  Equivalents;  provided,  however,  the 90 day period set
         forth in this  Section 4.14 shall be extended for the number of Trading
         Days during  such  period in which (y)  trading in the Common  Stock is
         suspended by any Trading  Market,  or (z) following the Effective Date,
         the Registration  Statement is not effective or the prospectus included
         in the Registration Statement may not be used by the Purchasers for the
         resale of the Warrant Shares and the Underlying  Shares. In addition to
         the limitations set forth herein,  from the date hereof until such time
         as no  Purchaser  holds any shares of Common  Stock  purchased  by such
         Purchaser  pursuant to this Agreement,  the Company shall be prohibited
         from  effecting  or enter into an  agreement  to effect any  Subsequent
         Financing   involving  a  "VARIABLE  RATE   TRANSACTION"   or  an  "MFN
         TRANSACTION"   (each  as  defined  below).   The  term  "VARIABLE  RATE
         TRANSACTION"  shall mean a transaction  in which the Company  issues or
         sells (i) any debt or equity  securities  other than an Exempt Issuance
         that are convertible into,  exchangeable or exercisable for, or include
         the right to receive  additional shares of Common Stock either (A) at a
         conversion, exercise or exchange rate or other price that is based upon
         and/or varies with the trading  prices of or quotations  for the shares
         of Common Stock at any time after the initial  issuance of such debt or
         equity securities, or (B) with a conversion, exercise or exchange price
         that is subject to being  reset at some  future  date after the initial
         issuance  of such debt or equity  security  or upon the  occurrence  of
         specified or contingent  events  directly or indirectly  related to the
         business  of the Company or the market for the Common  Stock.  The term
         "MFN TRANSACTION"  shall mean a transaction in which the Company issues
         or sells any securities in a capital  raising  transaction or series of
         related  transactions  which grants to an investor the right to receive
         additional  shares  based upon  future  transactions  of the Company on
         terms more  favorable  than  those  granted  to such  investor  in such
         offering;  PROVIDED, HOWEVER, this prohibition shall not be interpreted
         to preclude the Company from granting an investor standard full ratchet
         or  weighted  average  anti-dilution  protections  for a  warrant  on a
         convertible  instrument.  Notwithstanding  the foregoing,  this Section
         4.14 shall not apply in respect of an Exempt  Issuance,  except that no
         Variable  Rate  Transaction  or  MFN  Transaction  shall  be an  Exempt
         Issuance.

                  (b) Unless  Shareholder  Approval has been obtained and deemed
         effective in accordance  with the rules and  regulations of the Trading
         Market,  the Company  shall not make any issuance  whatsoever of Common
         Stock or Common Stock  Equivalents  to the extent such  issuance  would
         otherwise  cause an adjustment  to the Exercise  Price of the Warrants,
         the  conversion  price of the  Debentures or the exercise  price of any
         Common  Stock   Equivalents   issued   pursuant  to  the   transactions
         contemplated by Sections  2.3(a)(iii) and 2.3(b)(v)  herein,  below the
         applicable  Floor Prices (as defined in the  Warrants).  Any  Purchaser
         shall be entitled to obtain  injunctive  relief  against the Company to
         preclude  any such  issuance,  which remedy shall be in addition to any
         right  to  collect  damages  and  the  Company   expressly  waives  any
         requirement  that any court require the  Purchasers to post any bond in
         connection therewith.



                                       26
<PAGE>

         4.15 EQUAL TREATMENT OF PURCHASERS.  No consideration  shall be offered
or paid to any  person to amend or consent  to a waiver or  modification  of any
provision of any of the Transaction  Documents unless the same  consideration is
also  offered  to  all  of  the  parties  to  the  Transaction  Documents.   For
clarification  purposes,  this provision constitutes a separate right granted to
each Purchaser by the Company and negotiated  separately by each Purchaser,  and
is intended to treat for the Company the  Purchasers as a class and shall not in
any way be  construed  as the  Purchasers  acting in  concert or as a group with
respect to the purchase, disposition or voting of Securities or otherwise.

                                   ARTICLE V.
                                  MISCELLANEOUS

         5.1 TERMINATION.  This Agreement may be terminated by any Purchaser, by
written notice to the other parties,  if the Closing has not been consummated on
or before November 15, 2004;  provided that no such  termination will affect the
right of any party to sue for any breach by the other party (or parties).

         5.2 FEES AND EXPENSES. The Company shall deliver, prior to the Closing,
a completed and executed copy of the Closing Statement, attached hereto as ANNEX
A. Except as expressly set forth in the  Transaction  Documents to the contrary,
each party shall pay the fees and expenses of its advisers, counsel, accountants
and  other  experts,  if any,  and all other  expenses  incurred  by such  party
incident to the negotiation, preparation, execution, delivery and performance of
this Agreement.  The Company shall pay all transfer agent fees,  stamp taxes and
other taxes and duties levied in connection with the issuance of any Securities.

         5.3 ENTIRE  AGREEMENT.  The  Transaction  Documents,  together with the
exhibits and schedules thereto,  contain the entire understanding of the parties
with respect to the subject matter hereof and supersede all prior agreements and
understandings, oral or written, with respect to such matters, which the parties
acknowledge have been merged into such documents, exhibits and schedules.

         5.4 NOTICES.  Any and all notices or other communications or deliveries
required or permitted to be provided  hereunder shall be in writing and shall be
deemed given and effective on the earliest of (a) the date of  transmission,  if
such notice or  communication is delivered via facsimile at the facsimile number
set forth on the signature  pages  attached  hereto prior to 5:30 p.m. (New York
City  time)  on a  Trading  Day,  (b) the next  Trading  Day  after  the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  number set forth on the signature pages attached hereto on a day that
is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading
Day, (c) the second  Trading Day following the date of mailing,  if sent by U.S.
nationally  recognized  overnight courier service, or (d) upon actual receipt by
the party to whom such  notice is  required  to be given.  The  address for such
notices and communications shall be as set forth on the signature pages attached
hereto.

         5.5 AMENDMENTS;  WAIVERS.  No provision of this Agreement may be waived
or amended except in a written  instrument  signed, in the case of an amendment,
by the  Company  and each  Purchaser  or, in the case of a waiver,  by the party
against whom enforcement of any such waiver is sought.  No waiver of any default


                                       27
<PAGE>

with respect to any provision,  condition or requirement of this Agreement shall
be deemed to be a continuing  waiver in the future or a waiver of any subsequent
default or a waiver of any other provision, condition or requirement hereof, nor
shall any delay or omission of either party to exercise  any right  hereunder in
any manner impair the exercise of any such right.

         5.6 CONSTRUCTION.  The headings herein are for convenience only, do not
constitute a part of this  Agreement  and shall not be deemed to limit or affect
any of the provisions hereof. The language used in this Agreement will be deemed
to be the language chosen by the parties to express their mutual intent,  and no
rules of strict construction will be applied against any party.

         5.7  SUCCESSORS AND ASSIGNS.  This Agreement  shall be binding upon and
inure to the benefit of the parties and their successors and permitted  assigns.
The Company may not assign this Agreement or any rights or obligations hereunder
without the prior written  consent of each  Purchaser.  Any Purchaser may assign
any or all of its  rights  under  this  Agreement  to any  Person  to whom  such
Purchaser  assigns or transfers any Securities,  provided such transferee agrees
in  writing to be bound,  with  respect to the  transferred  Securities,  by the
provisions hereof that apply to the "Purchasers".

         5.8 NO  THIRD-PARTY  BENEFICIARIES.  This Agreement is intended for the
benefit of the parties  hereto and their  respective  successors  and  permitted
assigns and is not for the benefit of, nor may any provision  hereof be enforced
by, any other Person, except as otherwise set forth in Section 4.11.

         5.9 GOVERNING LAW. All questions concerning the construction, validity,
enforcement and interpretation of the Transaction Documents shall be governed by
and construed and enforced in accordance  with the internal laws of the State of
New York,  without  regard to the  principles of conflicts of law thereof.  Each
party  agrees  that  all  legal  proceedings   concerning  the  interpretations,
enforcement and defense of the  transactions  contemplated by this Agreement and
any other Transaction  Documents  (whether brought against a party hereto or its
respective affiliates,  directors, officers, shareholders,  employees or agents)
shall be commenced  exclusively  in the state and federal  courts sitting in the
City of New  York.  Each  party  hereby  irrevocably  submits  to the  exclusive
jurisdiction  of the state and federal  courts  sitting in the City of New York,
borough  of  Manhattan  for the  adjudication  of any  dispute  hereunder  or in
connection  herewith or with any  transaction  contemplated  hereby or discussed
herein  (including  with respect to the  enforcement  of any of the  Transaction
Documents), and hereby irrevocably waives, and agrees not to assert in any suit,
action  or  proceeding,  any  claim  that it is not  personally  subject  to the
jurisdiction of any such court, that such suit, action or proceeding is improper
or inconvenient venue for such proceeding.  Each party hereby irrevocably waives
personal  service of process and  consents to process  being  served in any such
suit, action or proceeding by mailing a copy thereof via registered or certified
mail or  overnight  delivery  (with  evidence of  delivery) to such party at the
address in effect for  notices to it under this  Agreement  and agrees that such
service  shall  constitute  good and  sufficient  service of process  and notice
thereof.  Nothing contained herein shall be deemed to limit in any way any right
to serve  process in any manner  permitted by law. The parties  hereby waive all
rights  to a trial  by jury.  If  either  party  shall  commence  an  action  or
proceeding to enforce any  provisions  of the  Transaction  Documents,  then the
prevailing  party in such action or proceeding  shall be reimbursed by the other
party for its  attorneys'  fees and other costs and expenses  incurred  with the


                                       28
<PAGE>

investigation, preparation and prosecution of such action or proceeding.

         5.10 SURVIVAL.  The  representations  and warranties  contained  herein
shall  survive the Closing and the delivery and exercise of the  Securities,  as
applicable for the applicable statue of limitations.

         5.11  EXECUTION.  This  Agreement  may  be  executed  in  two  or  more
counterparts,  all of which when taken  together shall be considered one and the
same agreement and shall become effective when  counterparts have been signed by
each party and  delivered  to the other  party,  it being  understood  that both
parties need not sign the same  counterpart.  In the event that any signature is
delivered by facsimile  transmission,  such  signature  shall create a valid and
binding  obligation of the party executing (or on whose behalf such signature is
executed)  with the same force and effect as if such  facsimile  signature  page
were an original thereof.

         5.12  SEVERABILITY.  If any  provision of this  Agreement is held to be
invalid or unenforceable in any respect,  the validity and enforceability of the
remaining  terms  and  provisions  of  this  Agreement  shall  not in any way be
affected or impaired  thereby and the parties will attempt to agree upon a valid
and enforceable provision that is a reasonable substitute therefor,  and upon so
agreeing, shall incorporate such substitute provision in this Agreement.

         5.13 RESCISSION AND WITHDRAWAL RIGHT.  Notwithstanding  anything to the
contrary  contained in (and  without  limiting  any similar  provisions  of) the
Transaction  Documents,  whenever  any  Purchaser  exercises a right,  election,
demand or option  under a  Transaction  Document and the Company does not timely
perform its related  obligations within the periods therein provided,  then such
Purchaser may rescind or withdraw, in its sole discretion from time to time upon
written notice to the Company, any relevant notice,  demand or election in whole
or in part  without  prejudice  to its  future  actions  and  rights;  PROVIDED,
HOWEVER, in the case of a rescission of an exercise of a Warrant,  the Purchaser
shall be  required  to return  any  shares of Common  Stock  subject to any such
rescinded conversion or exercise notice.

         5.14  REPLACEMENT  OF  SECURITIES.  If any  certificate  or  instrument
evidencing any Securities is mutilated,  lost, stolen or destroyed,  the Company
shall  issue or cause to be issued in  exchange  and  substitution  for and upon
cancellation thereof, or in lieu of and substitution therefor, a new certificate
or instrument,  but only upon receipt of evidence reasonably satisfactory to the
Company  of such  loss,  theft  or  destruction  and  customary  and  reasonable
indemnity,  if requested.  The  applicants  for a new  certificate or instrument
under  such  circumstances  shall  also  pay any  reasonable  third-party  costs
associated with the issuance of such replacement Securities.

         5.15  REMEDIES.  In addition to being  entitled to exercise  all rights
provided herein or granted by law,  including  recovery of damages,  each of the
Purchasers  and the Company will be entitled to specific  performance  under the
Transaction  Documents.  The  parties  agree that  monetary  damages  may not be
adequate  compensation  for  any  loss  incurred  by  reason  of any  breach  of
obligations  described in the  foregoing  sentence and hereby agrees to waive in
any action for specific  performance  of any such  obligation the defense that a
remedy  at law  would  be  adequate.  Without  limiting  the  generality  of the
foregoing, the Company expressly agrees that its breach of Section 4.14(b) would
cause each  Purchaser  irreparable  harm, and consents to granting of injunctive


                                       29
<PAGE>

relief by any  court  having  jurisdiction  to  preclude  any such  issuance  of
securities.

         5.16 PAYMENT SET ASIDE.  To the extent that the Company makes a payment
or payments to any Purchaser pursuant to any Transaction Document or a Purchaser
enforces or exercises its rights thereunder, and such payment or payments or the
proceeds of such  enforcement  or exercise or any part thereof are  subsequently
invalidated,  declared to be fraudulent or  preferential,  set aside,  recovered
from, disgorged by or are required to be refunded,  repaid or otherwise restored
to the  Company,  a  trustee,  receiver  or  any  other  person  under  any  law
(including, without limitation, any bankruptcy law, state or federal law, common
law or equitable  cause of action),  then to the extent of any such  restoration
the  obligation  or part thereof  originally  intended to be satisfied  shall be
revived and  continued  in full force and effect as if such payment had not been
made or such enforcement or setoff had not occurred.

         5.17 Intentionally Omitted.

         5.18  INDEPENDENT  NATURE OF PURCHASERS'  OBLIGATIONS  AND RIGHTS.  The
obligations of each Purchaser under any Transaction Document are several and not
joint with the  obligations of any other  Purchaser,  and no Purchaser  shall be
responsible  in any way for the  performance  of the  obligations  of any  other
Purchaser under any Transaction  Document.  Nothing  contained  herein or in any
Transaction  Document,  and no action taken by any Purchaser  pursuant  thereto,
shall be deemed to constitute the Purchasers as a partnership, an association, a
joint  venture  or any other kind of entity,  or create a  presumption  that the
Purchasers  are in any way acting in concert or as a group with  respect to such
obligations or the transactions  contemplated by the Transaction Document.  Each
Purchaser  shall be  entitled to  independently  protect and enforce its rights,
including without  limitation the rights arising out of this Agreement or out of
the other  Transaction  Documents,  and it shall not be necessary  for any other
Purchaser  to be  joined  as an  additional  party  in any  proceeding  for such
purpose.  Each Purchaser has been  represented by its own separate legal counsel
in their review and  negotiation of the  Transaction  Documents.  For reasons of
administrative  convenience only,  Purchasers and their respective  counsel have
chosen to communicate  with the Company through Roth. The Company has elected to
provide all  Purchasers  with the same terms and  Transaction  Documents for the
convenience of the Company and not because it was required or requested to do so
by the Purchasers.

         5.19 LIQUIDATED DAMAGES.  The Company's  obligations to pay any partial
liquidated  damages or other amounts owing under the Transaction  Documents is a
continuing  obligation of the Company and shall not  terminate  until all unpaid
partial liquidated damages and other amounts have been paid  notwithstanding the
fact that the instrument or security  pursuant to which such partial  liquidated
damages or other amounts are due and payable shall have been canceled.

                            (SIGNATURE PAGES FOLLOW)



                                       30
<PAGE>


         IN WITNESS  WHEREOF,  the parties  hereto  have caused this  Securities
Purchase   Agreement  to  be  duly  executed  by  their  respective   authorized
signatories as of the date first indicated above.

DIOMED HOLDINGS, INC.                           ADDRESS FOR NOTICE:


By:    /S/  JAMES A. WYLIE, JR.                 ONE DUNDEE PARK
     --------------------------
     Name:  James A. Wylie, Jr.                 ANDOVER, MA 01810
     Title:    Chief Executive Officer          ATTN: CHIEF EXECUTIVE OFFICER
                                                (978) 475-7771 TELEPHONE
                                                (978) 475-8488 FACSIMILE

With a copy to (which shall not constitute notice):

McGuireWoods LLP
1345 Avenue of the Americas
New York, New York 10105

Attn: William A. Newman, Esq.
       Louis W. Zehil, Esq.
(212) 548-2160 Telephone
(212) 548-2170 Facsimile


                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                      SIGNATURE PAGE FOR PURCHASER FOLLOWS]



                                       31
<PAGE>


           [PURCHASER SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]

         IN  WITNESS  WHEREOF,  the  undersigned  have  caused  this  Securities
Purchase   Agreement  to  be  duly  executed  by  their  respective   authorized
signatories as of the date first indicated above.


Name of Investing Entity: ______________________________________________________
Signature of Authorized Signatory of Investing Entity: _________________________
Name of Authorized Signatory: __________________________________________________
Title of Authorized Signatory: _________________________________________________
Email Address of Authorized Entity:_____________________________________________

Address for Notice of Investing Entity:


Address for Delivery of Securities for Investing Entity (if not same as above):


Subscription Amount: $____________________
Number of Shares of
Common Stock Purchased _________________
Warrant Shares:  _________________________

US Tax ID Number:


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