EXHIBIT 10.8

                          SECURITIES PURCHASE AGREEMENT

         THIS SECURITIES  PURCHASE AGREEMENT (this "Agreement") dated as of June
___, 2004 by and among CORPORATE STRATEGIES, INC., a Delaware corporation,  with
headquarters  located at 1770 St. James Place,  Suite 116, Houston,  Texas 77056
(the   "Company"),   and  the  Buyers  listed  on  Schedule  I  attached  hereto
(individually, a "Buyer" or collectively "Buyers").

                                   WITNESSETH:

         WHEREAS, the Company and the Buyer(s) are executing and delivering this
Agreement in reliance upon an exemption from securities registration pursuant to
Section 4(2) and/or Rule 506 of Regulation D ("Regulation  D") as promulgated by
the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act
of 1933, as amended (the "1933 Act");

         WHEREAS,  the parties  desire  that,  upon the terms and subject to the
conditions  contained herein,  the Company shall issue and sell to the Buyer(s),
as provided  herein,  and the Buyer(s)  shall purchase up to $500,000 of secured
convertible   debentures  (the   "Convertible   Debentures"),   which  shall  be
convertible  into shares of the Company's Class A Common Stock,  par value $0.01
(the "Common  Stock") (as converted,  the  "Conversion  Shares"),  and 2,500,000
shares of Common Stock for a purchase  price of $250,000,  all of which shall be
funded within five (5) business days hereof (the "Closing"); and

         WHEREAS,  contemporaneously  with the  execution  and  delivery of this
Agreement, the parties hereto are executing and delivering a Registration Rights
Agreement (the "Investor  Registration Rights Agreement")  pursuant to which the
Company has agreed to provide certain registration rights under the 1933 Act and
the  rules  and  regulations  promulgated  there  under,  and  applicable  state
securities laws; and

         WHEREAS,  the  aggregate  proceeds  of  the  sale  of  the  Convertible
Debentures  contemplated hereby shall be held in escrow pursuant to the terms of
an Escrow Agreement (the "Escrow Agreement") of even date herewith.

         WHEREAS,  contemporaneously  with the  execution  and  delivery of this
Agreement,  the parties hereto are executing and delivering Irrevocable Transfer
Agent Instructions (the "Irrevocable Transfer Agent Instructions").

         WHEREAS,  contemporaneously  with the  execution  and  delivery of this
Agreement,  the parties hereto are executing and delivering a Security Agreement
(the "Security  Agreement")  pursuant to which the Company has agreed to provide
the Buyer a security interest in Pledged  Collateral (as this term is defined in
the Security  Agreement) to secure Company's  obligations  under this Agreement,
the Convertible  Debenture,  the Investor  Registration  Rights  Agreement,  the
Irrevocable  Transfer Agent  Instructions,  the Security  Agreement or any other
obligations of the Company to the Investor.


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         NOW,  THEREFORE,  in  consideration  of the mutual  covenants and other
agreements contained in this Agreement the Company and the Buyer(s) hereby agree
as follows:

         1.       PURCHASE AND SALE OF CONVERTIBLE DEBENTURES.

                  (a)      Purchase of Convertible  Debentures and Common Stock.
Subject to the  satisfaction  (or  waiver) of the terms and  conditions  of this
Agreement,  each Buyer agrees,  severally  and not jointly,  to purchase at each
Closing and the Company  agrees to sell and issue to each Buyer,  severally  and
not jointly, at each Closing,  Convertible  Debentures in amounts  corresponding
with the Subscription  Amount set forth opposite each Buyer's name on Schedule I
hereto and 2,500,000 shares of the Company's Common Stock. Upon execution hereof
by a Buyer,  the Buyer shall wire  transfer  the  Subscription  Amount set forth
opposite his name on Schedule I in same-day  funds or a check payable to "Butler
Gonzalez LLP, as Escrow Agent for  Corporate  Strategies,  Inc./Cornell  Capital
Partners, LP", which Subscription Amount shall be held in escrow pursuant to the
terms  of the  Escrow  Agreement  (as  hereinafter  defined)  and  disbursed  in
accordance therewith.

                  (b)      Closing Date. The Closing of the purchase and sale of
the  Convertible  Debentures  shall  take  place on or before  the  fifth  (5th)
business day following the date hereof,  subject to notification of satisfaction
of the  conditions to the Closing set forth herein and in Sections 6 and 7 below
(or such later date as is mutually  agreed to by the  Company and the  Buyer(s))
(the "Closing Date"). The Closing shall occur at the offices of Butler Gonzalez,
LLP, 1418 Morris Avenue,  Suite 207,  Union, NJ 07083 (or such other place as is
mutually agreed to by the Company and the Buyer(s)).

                  (c)  Escrow  Arrangements;  Form of  Payment.  Upon  execution
hereof by Buyer(s) and pending the Closings,  the aggregate proceeds of the sale
of the Convertible  Debentures to Buyer(s) pursuant hereto shall be deposited in
a non-interest  bearing escrow account with Butler Gonzalez LLP, as escrow agent
(the "Escrow Agent"), pursuant to the terms of the Escrow Agreement.  Subject to
the  satisfaction of the terms and conditions of this Agreement,  on the Closing
Dates,  (i) the Escrow Agent shall deliver to the Company in accordance with the
terms of the  Escrow  Agreement  such  aggregate  proceeds  for the  Convertible
Debentures to be issued and sold to such  Buyer(s),  minus a structuring  fee of
$15,000 and a $75,000 holdback  pursuant to Section 4(g) hereof,  which shall be
paid  directly from the gross  proceeds of the Closing held in escrow,  and (ii)
the Company  shall  deliver to each  Buyer,  Convertible  Debentures  which such
Buyer(s) is  purchasing  in amounts  indicated  opposite  such  Buyer's  name on
Schedule I, duly executed on behalf of the Company.

         2.       BUYER'S REPRESENTATIONS AND WARRANTIES.

         Each Buyer represents and warrants, severally and not jointly, that:

                  (a)      Investment  Purpose.  Each  Buyer  is  acquiring  the
Convertible Debentures and, upon conversion of Convertible Debentures, the Buyer
will  acquire  the  Conversion  Shares  then  issuable,  for its own account for
investment only and not with a view towards,  or for resale in connection  with,
the public sale or distribution thereof,  except pursuant to sales registered or
exempted   under  the  1933  Act;   provided,   however,   that  by  making  the
representations  herein,  such  Buyer  reserves  the  right  to  dispose  of the
Conversion  Shares at any time in  accordance  with or pursuant to an  effective
registration statement covering such Conversion Shares or an available exemption
under the 1933 Act.


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<PAGE>


                  (b)      Accredited   Investor   Status.   Each  Buyer  is  an
"Accredited Investor" as that term is defined in Rule 501(a)(3) of Regulation D.

                  (c)      Reliance on Exemptions.  Each Buyer  understands that
the  Convertible  Debentures  are being  offered  and sold to it in  reliance on
specific exemptions from the registration  requirements of United States federal
and state securities laws and that the Company is relying in part upon the truth
and  accuracy  of,  and  such  Buyer's  compliance  with,  the  representations,
warranties,  agreements,  acknowledgments  and  understandings of such Buyer set
forth herein in order to determine the  availability  of such exemptions and the
eligibility of such Buyer to acquire such securities.

                  (d)      Information. Each Buyer and its advisors (and his or,
its counsel),  if any, have been  furnished  with all materials  relating to the
business,  finances  and  operations  of the Company and  information  he deemed
material to making an informed investment decision regarding his purchase of the
Convertible  Debentures and the Conversion Shares,  which have been requested by
such  Buyer.  Each  Buyer  and its  advisors,  if any,  have been  afforded  the
opportunity  to ask  questions of the Company and its  management.  Neither such
inquiries nor any other due diligence  investigations conducted by such Buyer or
its advisors,  if any, or its representatives shall modify, amend or affect such
Buyer's right to rely on the Company's  representations and warranties contained
in  Section  3  below.  Each  Buyer  understands  that  its  investment  in  the
Convertible Debentures and the Conversion Shares involves a high degree of risk.
Each Buyer is in a position regarding the Company, which, based upon employment,
family relationship or economic bargaining power, enabled and enables such Buyer
to obtain information from the Company in order to evaluate the merits and risks
of this investment. Each Buyer has sought such accounting, legal and tax advice,
as it has  considered  necessary to make an informed  investment  decision  with
respect to its  acquisition  of the  Convertible  Debentures  and the Conversion
Shares.

                  (e)      No Governmental  Review.  Each Buyer understands that
no United States federal or state agency or any other government or governmental
agency  has  passed  on  or  made  any  recommendation  or  endorsement  of  the
Convertible  Debentures or the Conversion Shares, or the fairness or suitability
of the investment in the Convertible  Debentures or the Conversion  Shares,  nor
have such authorities  passed upon or endorsed the merits of the offering of the
Convertible Debentures or the Conversion Shares.

                  (f)      Transfer  or  Resale.  Each  Buyer  understands  that
except as  provided  in the  Investor  Registration  Rights  Agreement:  (i) the
Convertible Debentures have not been and are not being registered under the 1933
Act or any  state  securities  laws,  and may not be  offered  for  sale,  sold,
assigned or transferred unless (A) subsequently  registered  thereunder,  or (B)
such Buyer  shall have  delivered  to the  Company an opinion of  counsel,  in a
generally  acceptable  form,  to the  effect  that such  securities  to be sold,
assigned or  transferred  may be sold,  assigned or  transferred  pursuant to an
exemption from such registration requirements;  (ii) any sale of such securities
made in reliance on Rule 144 under the 1933 Act (or a  successor  rule  thereto)


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<PAGE>


("Rule  144")  may be made  only in  accordance  with the  terms of Rule 144 and
further,  if Rule 144 is not  applicable,  any resale of such  securities  under
circumstances  in which the seller (or the person through whom the sale is made)
may be deemed to be an underwriter (as that term is defined in the 1933 Act) may
require compliance with some other exemption under the 1933 Act or the rules and
regulations of the SEC  thereunder;  and (iii) neither the Company nor any other
person is under any obligation to register such securities under the 1933 Act or
any state  securities  laws or to comply  with the terms and  conditions  of any
exemption  thereunder.  The Company  reserves  the right to place stop  transfer
instructions against the shares and certificates for the Conversion Shares.

                  (g)      Legends. Each Buyer understands that the certificates
or  other  instruments  representing  the  Convertible  Debentures  and  or  the
Conversion Shares shall bear a restrictive legend in substantially the following
form (and a stop  transfer  order may be placed  against  transfer of such stock
certificates):

                   THE    SECURITIES    REPRESENTED   BY   THIS
                   CERTIFICATE  HAVE NOT BEEN REGISTERED  UNDER
                   THE SECURITIES  ACT OF 1933, AS AMENDED,  OR
                   APPLICABLE   STATE   SECURITIES   LAWS.  THE
                   SECURITIES  HAVE BEEN  ACQUIRED  SOLELY  FOR
                   INVESTMENT  PURPOSES  AND  NOT  WITH  A VIEW
                   TOWARD  RESALE  AND MAY NOT BE  OFFERED  FOR
                   SALE,  SOLD,  TRANSFERRED OR ASSIGNED IN THE
                   ABSENCE   OF   AN   EFFECTIVE   REGISTRATION
                   STATEMENT  FOR  THE  SECURITIES   UNDER  THE
                   SECURITIES  ACT  OF  1933,  AS  AMENDED,  OR
                   APPLICABLE  STATE  SECURITIES  LAWS,  OR  AN
                   OPINION   OF   COUNSEL,   IN   A   GENERALLY
                   ACCEPTABLE  FORM,  THAT  REGISTRATION IS NOT
                   REQUIRED UNDER SAID ACT OR APPLICABLE  STATE
                   SECURITIES LAWS.

The  legend set forth  above  shall be removed  and the  Company  within two (2)
business days shall issue a certificate without such legend to the holder of the
Conversion  Shares upon which it is stamped,  if, unless  otherwise  required by
state securities laws, (i) in connection with a sale  transaction,  provided the
Conversion Shares are registered under the 1933 Act or (ii) in connection with a
sale  transaction,  after such holder  provides  the Company  with an opinion of
counsel,  which  opinion  shall be in form,  substance  and scope  customary for
opinions  of counsel in  comparable  transactions,  to the effect  that a public
sale,  assignment  or  transfer  of the  Conversion  Shares may be made  without
registration under the 1933 Act.

                  (h)      Authorization,  Enforcement.  This Agreement has been
duly and validly authorized,  executed and delivered on behalf of such Buyer and
is a valid and binding  agreement of such Buyer  enforceable in accordance  with
its terms, except as such enforceability may be limited by general principles of
equity  or  applicable  bankruptcy,  insolvency,   reorganization,   moratorium,
liquidation  and other  similar laws  relating to, or affecting  generally,  the
enforcement of applicable creditors' rights and remedies.


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<PAGE>


                  (i)      Receipt  of  Documents.  Each  Buyer  and  his or its
counsel has received and read in their  entirety:  (i) this  Agreement  and each
representation,  warranty and covenant set forth herein, the Security Agreement,
the  Investor  Registration  Rights  Agreement,  the Escrow  Agreement,  and the
Irrevocable  transfer  Agent  Instructions;  (ii) all due  diligence  and  other
information   necessary  to  verify  the  accuracy  and   completeness  of  such
representations,  warranties and covenants;  (iii) answers to all questions each
Buyer submitted to the Company regarding an investment in the Company;  and each
Buyer has relied on the information contained therein and has not been furnished
any other documents, literature, memorandum or prospectus.

                  (j)      Due Formation of Corporate  and Other Buyers.  If the
Buyer(s) is a  corporation,  trust,  partnership  or other entity that is not an
individual  person,  it has been  formed  and  validly  exists  and has not been
organized for the specific purpose of purchasing the Convertible  Debentures and
is not prohibited from doing so.

                  (k)      No  Legal  Advice  From  the   Company.   Each  Buyer
acknowledges  that it had the  opportunity  to  review  this  Agreement  and the
transactions  contemplated  by this  Agreement with his or its own legal counsel
and  investment  and tax advisors.  Each Buyer is relying solely on such counsel
and advisors and not on any statements or  representations of the Company or any
of its  representatives  or agents  for legal,  tax or  investment  advice  with
respect to this investment,  the transactions  contemplated by this Agreement or
the securities laws of any jurisdiction.

                  (l)      No  Buyer  makes  any   representation   or  warranty
regarding the Company's  ability to  successfully  become a public company or to
have  any   registration   statement  filed  by  the  Company  pursuant  to  the
Registration  Rights Agreement or otherwise  declared  effective by the SEC. The
Company  has the sole  obligation  to make any and all  such  filings  as may be
necessary  to become a public  company  and to have any  registration  statement
declared effective by the SEC.

         3.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

         The Company  represents and warrants to each of the Buyers that, except
as set forth in the Disclosure Schedule attached as Exhibit "A" hereto:

                  (a)      Organization and  Qualification.  The Company and its
subsidiaries  are  corporations  duly  organized  and  validly  existing in good
standing under the laws of the jurisdiction in which they are incorporated,  and
have the requisite corporate power to own their properties and to carry on their
business as now being  conducted.  Each of the Company and its  subsidiaries  is
duly  qualified as a foreign  corporation to do business and is in good standing
in every  jurisdiction in which the nature of the business conducted by it makes
such  qualification  necessary,  except to the extent  that the failure to be so
qualified or be in good standing would not have a material adverse effect on the
Company and its subsidiaries taken as a whole.

                  (b)      Authorization,  Enforcement,  Compliance  with  Other
Instruments.  (i) The Company has the requisite corporate power and authority to
enter into and perform  this  Agreement,  the Security  Agreement,  the Investor
Registration Rights Agreement,  the Escrow Agreement,  the Irrevocable  Transfer
Agent  Instructions,  and any related  agreements,  and to issue the Convertible


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<PAGE>


Debentures  and the  Conversion  Shares in accordance  with the terms hereof and
thereof,  (ii) the  execution  and  delivery  of this  Agreement,  the  Security
Agreement, the Investor Registration Rights Agreement, the Escrow Agreement, the
Irrevocable  Transfer  Agent  Instructions  (as defined  herein) and any related
agreements  by the  Company  and  the  consummation  by it of  the  transactions
contemplated hereby and thereby, including,  without limitation, the issuance of
the  Convertible  Debentures  the  Conversion  Shares  and the  reservation  for
issuance and the issuance of the Conversion  Shares  issuable upon conversion or
exercise thereof,  have been duly authorized by the Company's Board of Directors
and no further consent or authorization is required by the Company, its Board of
Directors or its stockholders, (iii) this Agreement, the Security Agreement, the
Investor  Registration Rights Agreement,  the Escrow Agreement,  the Irrevocable
Transfer Agent  Instructions and any related  agreements have been duly executed
and delivered by the Company, (iv) this Agreement,  the Security Agreement,  the
Investor  Registration Rights Agreement,  the Escrow Agreement,  the Irrevocable
Transfer Agent Instructions and any related agreements  constitute the valid and
binding obligations of the Company enforceable against the Company in accordance
with  their  terms,  except as such  enforceability  may be  limited  by general
principles  of  equity or  applicable  bankruptcy,  insolvency,  reorganization,
moratorium, liquidation or similar laws relating to, or affecting generally, the
enforcement of creditors'  rights and remedies.  The  authorized  officer of the
Company  executing  this  Agreement,   the  Security  Agreement,   the  Investor
Registration Rights Agreement,  the Escrow Agreement,  the Irrevocable  Transfer
Agent Instructions and any related agreements knows of no reason why the Company
cannot  file  the   registration   statement  as  required  under  the  Investor
Registration  Rights Agreement or perform any of the Company's other obligations
under such documents.

                  (c)      Capitalization. As of the date hereof, the authorized
capital stock of the Company  consists of 201,000,000  shares of stock, of which
200,000,000  shares are  designated  as Common  Stock and  1,000,000  shares are
designated  Preferred Stock, par value $0.001 per share. Of the Preferred Stock,
1,000 shares are designated  Series A Preferred Stock. The Common Stock consists
of two classes,  of which 145,000,000 shares are designated Class A Common Stock
and  55,000,000  shares  are  designated  Class B Common  Stock.  As of the date
hereof,  and after taking into account an  anticipated  45,000 to 1 stock split,
the  Company  had no shares of the Class A Common  Stock,  51,750,000  shares of
Class B Common Stock and 745.699 shares of Series A Preferred Stock. All of such
outstanding   shares   have  been   validly   issued  and  are  fully  paid  and
nonassessable.  Except as disclosed  in the  Disclosure  Schedule,  no shares of
Common Stock are subject to preemptive rights or any other similar rights or any
liens or encumbrances suffered or permitted by the Company.  Except as disclosed
in the Disclosure Schedule,  as of the date of this Agreement,  (i) there are no
outstanding  options,   warrants,  scrip,  rights  to  subscribe  to,  calls  or
commitments  of any  character  whatsoever  relating to, or securities or rights
convertible  into,  any  shares of  capital  stock of the  Company or any of its
subsidiaries, or contracts, commitments, understandings or arrangements by which
the  Company  or  any of  its  subsidiaries  is or may  become  bound  to  issue
additional  shares of capital stock of the Company or any of its subsidiaries or
options,  warrants,  scrip,  rights to subscribe to, calls or commitments of any
character  whatsoever relating to, or securities or rights convertible into, any
shares of capital  stock of the Company or any of its  subsidiaries,  (ii) there
are no  outstanding  debt  securities  and  (iii)  there  are no  agreements  or
arrangements  under which the Company or any of its subsidiaries is obligated to
register the sale of any of their securities under the 1933 Act (except pursuant
to the  Registration  Rights  Agreement)  and  (iv)  there  are  no  outstanding


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<PAGE>


registration  statements and there are no outstanding  comment  letters from the
SEC or any other  regulatory  agency.  There are no  securities  or  instruments
containing  anti-dilution  or similar  provisions  that will be triggered by the
issuance of the  Convertible  Debentures  as  described in this  Agreement.  The
Company  has  furnished  to the Buyer true and correct  copies of the  Company's
Certificate  of  Incorporation,  as amended  and as in effect on the date hereof
(the "Certificate of Incorporation"), and the Company's By-laws, as in effect on
the date hereof (the  "By-laws"),  and the terms of all  securities  convertible
into or  exercisable  for Common  Stock and the  material  rights of the holders
thereof in respect  thereto  other than stock  options  issued to employees  and
consultants.

                  (d)      Issuance of Securities.  The  Convertible  Debentures
are duly  authorized  and, upon  issuance in  accordance  with the terms hereof,
shall be duly  issued,  fully paid and  nonassessable,  are free from all taxes,
liens and charges  with  respect to the issue  thereof.  The  Conversion  Shares
issuable upon conversion of the Convertible Debentures have been duly authorized
and reserved for issuance.  Upon  conversion or exercise in accordance  with the
Convertible Debentures the Conversion Shares will be duly issued, fully paid and
nonassessable.

                  (e)      No Conflicts.  Except as disclosed in the  Disclosure
Schedule,  the  execution,  delivery  and  performance  of this  Agreement,  the
Security  Agreement,  the Investors  Registration  Rights Agreement,  the Escrow
Agreement and the Irrevocable Transfer Agent Instructions by the Company and the
consummation by the Company of the transactions contemplated hereby will not (i)
result in a violation of the  Certificate of  Incorporation,  any certificate of
designations of any outstanding  series of preferred stock of the Company or the
By-laws or (ii)  conflict  with or  constitute a default (or an event which with
notice or lapse of time or both would become a default) under, or give to others
any rights of  termination,  amendment,  acceleration  or  cancellation  of, any
agreement,  indenture  or  instrument  to  which  the  Company  or  any  of  its
subsidiaries is a party, or result in a violation of any law, rule,  regulation,
order,  judgment  or decree  (including  federal and state  securities  laws and
regulations  and the  rules  and  regulations  of The  National  Association  of
Securities  Dealers  Inc.'s  OTC  Bulletin  Board on which the  Common  Stock is
quoted)  applicable  to the Company or any of its  subsidiaries  or by which any
property  or  asset  of the  Company  or any of its  subsidiaries  is  bound  or
affected.  Except as disclosed in the Disclosure  Schedule,  neither the Company
nor its  subsidiaries  is in  violation  of any term of or in default  under its
Certificate  of  Incorporation  or  By-laws or their  organizational  charter or
by-laws,   respectively,   or  any  material  contract,   agreement,   mortgage,
indebtedness,  indenture,  instrument, judgment, decree or order or any statute,
rule or regulation  applicable to the Company or its subsidiaries.  The business
of the Company and its  subsidiaries  is not being  conducted,  and shall not be
conducted in violation of any material  law,  ordinance,  or  regulation  of any
governmental entity.  Except as specifically  contemplated by this Agreement and
as required under the 1933 Act and any  applicable  state  securities  laws, the
Company is not  required to obtain any  consent,  authorization  or order of, or
make any filing or registration with, any court or governmental  agency in order
for  it to  execute,  deliver  or  perform  any  of  its  obligations  under  or
contemplated  by  this  Agreement  or  the  Registration   Rights  Agreement  in
accordance  with the  terms  hereof  or  thereof.  Except  as  disclosed  in the
Disclosure  Schedule,   all  consents,   authorizations,   orders,  filings  and
registrations  which the Company is required to obtain pursuant to the preceding
sentence  have been  obtained or effected  on or prior to the date  hereof.  The
Company and its  subsidiaries  are unaware of any facts or  circumstance,  which
might give rise to any of the foregoing.


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                  (f)      Financial  Statements.  As of their respective dates,
the financial statements of the Company (the "Financial Statements") for the two
most recently  completed fiscal years and any subsequent interim period complied
as to form in all material respects with applicable accounting  requirements and
the  published  rules and  regulations  of the SEC with  respect  thereto.  Such
financial  statements have been prepared in accordance  with generally  accepted
accounting principles, consistently applied, during the periods involved (except
(i) as may be otherwise  indicated  in such  Financial  Statements  or the notes
thereto, or (ii) in the case of unaudited interim statements, to the extent they
may exclude  footnotes or may be condensed or summary  statements)  and,  fairly
present in all material respects the financial position of the Company as of the
dates thereof and the results of its  operations  and cash flows for the periods
then ended  (subject,  in the case of unaudited  statements,  to normal year-end
audit adjustments). No other information provided by or on behalf of the Company
to the Buyer,  including,  without limitation,  information  referred to in this
Agreement,  contains any untrue  statement of a material  fact or omits to state
any material  fact  necessary in order to make the  statements  therein,  in the
light of the circumstances under which they were made, not misleading.

                  (g)      Absence of  Litigation.  Except as  disclosed  in the
Disclosure  Schedule,   there  is  no  action,  suit,  proceeding,   inquiry  or
investigation  before  or  by  any  court,  public  board,   government  agency,
self-regulatory  organization  or body pending against or affecting the Company,
the Common Stock or any of the Company's  subsidiaries,  wherein an  unfavorable
decision,  ruling or  finding  would (i) have a material  adverse  effect on the
transactions   contemplated   hereby  (ii)  adversely  affect  the  validity  or
enforceability  of, or the  authority  or ability of the  Company to perform its
obligations under, this Agreement or any of the documents  contemplated  herein,
or (iii)  except as  expressly  disclosed  in the  Disclosure  Schedule,  have a
material  adverse  effect on the  business,  operations,  properties,  financial
condition or results of operations of the Company and its subsidiaries  taken as
a whole.

                  (h)      Acknowledgment  Regarding  Buyer's  Purchase  of  the
Convertible Debentures. The Company acknowledges and agrees that the Buyer(s) is
acting solely in the capacity of an arm's length  purchaser with respect to this
Agreement  and  the  transactions   contemplated  hereby.  The  Company  further
acknowledges that the Buyer(s) is not 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 the Buyer(s) or any
of their respective  representatives or agents in connection with this Agreement
and the transactions  contemplated  hereby is merely  incidental to such Buyer's
purchase of the  Convertible  Debentures or the Conversion  Shares.  The Company
further  represents to the Buyer that the Company's  decision to enter into this
Agreement has been based solely on the independent evaluation by the Company and
its representatives.

                  (i)      No General Solicitation. Neither the Company, nor any
of its affiliates,  nor any person acting on its or their behalf, has engaged in
any form of general  solicitation or general  advertising (within the meaning of
Regulation  D under  the 1933 Act) in  connection  with the offer or sale of the
Convertible Debentures or the Conversion Shares.

                  (j)      No Integrated Offering.  Neither the Company, nor any
of its affiliates, nor any person acting on its or their behalf has, directly or
indirectly,  made any offers or sales of any security or solicited any offers to
buy any security,  under  circumstances  that would require  registration of the
Convertible Debentures or the Conversion Shares under the 1933 Act or cause this
offering of the Convertible Debentures or the Conversion Shares to be integrated
with prior offerings by the Company for purposes of the 1933 Act.


                                       8
<PAGE>


                  (k)      Employee  Relations.  Neither  the Company nor any of
its  subsidiaries  is involved in any labor dispute nor, to the knowledge of the
Company or any of its subsidiaries,  is any such dispute threatened. None of the
Company's or its subsidiaries'  employees is a member of a union and the Company
and its subsidiaries believe that their relations with their employees are good.

                  (l)      Intellectual  Property  Rights.  The  Company and its
subsidiaries  own or possess  adequate rights or licenses to use all trademarks,
trade names, service marks, service mark registrations,  service names, patents,
patent  rights,  copyrights,   inventions,  licenses,  approvals,   governmental
authorizations,  trade secrets and rights  necessary to conduct their respective
businesses as now conducted.  The Company and its  subsidiaries  do not have any
knowledge of any  infringement by the Company or its  subsidiaries of trademark,
trade name rights, patents,  patent rights,  copyrights,  inventions,  licenses,
service names, service marks, service mark registrations,  trade secret or other
similar  rights of others,  and, to the  knowledge  of the  Company  there is no
claim,  action or proceeding being made or brought against,  or to the Company's
knowledge,  being threatened against, the Company or its subsidiaries  regarding
trademark,  trade name, patents, patent rights, invention,  copyright,  license,
service names, service marks, service mark registrations,  trade secret or other
infringement;  and the Company and its  subsidiaries are unaware of any facts or
circumstances which might give rise to any of the foregoing.

                  (m)      Environmental  Laws. The Company and its subsidiaries
are (i) in compliance with any and all applicable  foreign,  federal,  state and
local  laws and  regulations  relating  to the  protection  of human  health and
safety,  the environment or hazardous or toxic substances or wastes,  pollutants
or contaminants ("Environmental Laws"), (ii) have received all permits, licenses
or other  approvals  required  of them under  applicable  Environmental  Laws to
conduct their  respective  businesses and (iii) are in compliance with all terms
and conditions of any such permit, license or approval.

                  (n)      Title.  Any real property and  facilities  held under
lease  by the  Company  and its  subsidiaries  are  held by  them  under  valid,
subsisting and  enforceable  leases with such exceptions as are not material and
do not interfere  with the use made and proposed to be made of such property and
buildings by the Company and its subsidiaries.

                  (o)      Insurance.  The Company and each of its  subsidiaries
are insured by insurers of  recognized  financial  responsibility  against  such
losses and risks and in such amounts as management of the Company believes to be
prudent  and  customary  in  the   businesses  in  which  the  Company  and  its
subsidiaries  are engaged.  Neither the Company nor any such subsidiary has been
refused any insurance coverage sought or applied for and neither the Company nor
any such  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 at a cost that would not materially and adversely affect the condition,
financial or otherwise,  or the earnings,  business or operations of the Company
and its subsidiaries, taken as a whole.


                                       9
<PAGE>


                  (p)      Regulatory Permits.  The Company and its subsidiaries
possess all  material  certificates,  authorizations  and permits  issued by the
appropriate  federal,  state or  foreign  regulatory  authorities  necessary  to
conduct  their  respective  businesses,  and  neither  the  Company nor any such
subsidiary has received any notice of proceedings  relating to the revocation or
modification of any such certificate, authorization or permit.

                  (q)      Internal Accounting Controls. The Company and each of
its 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 generally accepted  accounting  principles and to maintain asset
accountability,  and (iii) the recorded  amounts for assets is compared with the
existing  assets at reasonable  intervals and  appropriate  action is taken with
respect to any differences.

                  (r)      No  Material  Adverse  Breaches,  etc.  Except as set
forth  in  the  Disclosure  Schedule,   neither  the  Company  nor  any  of  its
subsidiaries is subject to any charter, corporate or other legal restriction, or
any judgment,  decree,  order,  rule or regulation  which in the judgment of the
Company's  officers has or is expected in the future to have a material  adverse
effect on the business, properties,  operations, financial condition, results of
operations or prospects of the Company or its subsidiaries.  Except as set forth
in the Disclosure  Schedule,  neither the Company nor any of its subsidiaries is
in breach of any  contract or  agreement  which  breach,  in the judgment of the
Company's officers,  has or is expected to have a material adverse effect on the
business, properties,  operations, financial condition, results of operations or
prospects of the Company or its subsidiaries.

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

                  (t)      Certain  Transactions.  Except  as set  forth  in the
Disclosure Schedule,  and except for arm's length transactions pursuant to which
the Company makes payments in the ordinary course of business upon terms no less
favorable  than the Company  could obtain from third  parties and other than the
grant  of  stock  options  disclosed  in the  Disclosure  Schedule,  none of the
officers,  directors,  or  employees  of the Company is presently a party to any
transaction with the Company (other than for services as employees, officers and
directors), including any contract, agreement or other arrangement providing for
the  furnishing  of services to or by,  providing for rental of real or personal
property to or from,  or  otherwise  requiring  payments to or from any officer,
director or such employee or, to the knowledge of the Company,  any corporation,
partnership,  trust or other entity in which any officer,  director, or any such
employee  has a  substantial  interest  or is an officer,  director,  trustee or
partner.


                                       10
<PAGE>


                  (u)      Fees and Rights of First Refusal.  The Company is not
obligated to offer the securities  offered hereunder on a right of first refusal
basis or otherwise to any third parties  including,  but not limited to, current
or former shareholders of the Company,  underwriters,  brokers,  agents or other
third parties.

                  (v)      The Company acknowledges that the Buyer is relying on
the  representations  and warranties made by the Company hereunder and that such
representations and warranties are a material inducement to the Buyer purchasing
the Convertible  Debentures.  The Company further acknowledges that without such
representations  and warranties of the Company made  hereunder,  the Buyer would
not enter into this Agreement.

         4.       COVENANTS.

                  (a)      Best  Efforts.  Each party shall use its best efforts
timely to satisfy  each of the  conditions  to be satisfied by it as provided in
Sections 6 and 7 of this Agreement.

                  (b)      Form  D.  The  Company  agrees  to file a Form D with
respect to the Conversion Shares as required under Regulation D and to provide a
copy thereof to each Buyer promptly after such filing.  The Company shall, on or
before the  Closing  Date,  take such  action as the  Company  shall  reasonably
determine is necessary to qualify the Conversion  Shares, or obtain an exemption
for the Conversion Shares for sale to the Buyers at the Closing pursuant to this
Agreement  under  applicable  securities or "Blue Sky" laws of the states of the
United  States,  and shall  provide  evidence of any such action so taken to the
Buyers on or prior to the Closing Date.

                  (c)      Reporting Status.  Commencing on the effectiveness of
the  registration  statement  filed  with  the  SEC  pursuant  to  the  Investor
Registration  Rights Agreement and until the earlier of (i) the date as of which
the Buyer(s) may sell all of the Conversion Shares without restriction  pursuant
to Rule 144(k)  promulgated under the 1933 Act (or successor  thereto),  or (ii)
the date on which (A) the Buyer(s) shall have sold all the Conversion Shares and
(B)  none of the  Convertible  Debentures  are  outstanding  (the  "Registration
Period"),  the Company shall file in a timely manner all reports  required to be
filed  with the SEC  pursuant  to the 1934  Act and the  regulations  of the SEC
thereunder, and the Company shall not terminate its status as an issuer required
to file  reports  under  the 1934 Act  even if the  1934  Act or the  rules  and
regulations thereunder would otherwise permit such termination.

                  (d)      Use of  Proceeds.  The Company  will use the proceeds
from the sale of the  Convertible  Debentures for general  corporate and working
capital purposes.

                  (e)      Reservation  of Shares.  The  Company  shall take all
action  reasonably  necessary to at all times have authorized,  and reserved for
the  purpose  of  issuance,  such  number of shares of Common  Stock as shall be
necessary to effect the issuance of the  Conversion  Shares.  If at any time the
Company does not have  available  such shares of Common Stock as shall from time


                                       11
<PAGE>


to time be sufficient to effect the conversion of all of the  Conversion  Shares
of the Company shall call and hold a special meeting of the shareholders  within
sixty  (60) days of such  occurrence,  for the sole  purpose of  increasing  the
number of shares  authorized.  The Company's  management  shall recommend to the
shareholders to vote in favor of increasing the number of shares of Common Stock
authorized.  Management shall also vote all of its shares in favor of increasing
the number of authorized shares of Common Stock.

                  (f)      Listings   or   Quotation.    The   Company    shall,
concurrently with the effectiveness of the registration statement filed with the
SEC pursuant to the Investor  Registration Rights Agreement,  secure the listing
or quotation of its Common Stock (including,  without limitation, the Conversion
Shares) upon a national securities  exchange,  automated quotation system or the
Over-The-Counter Bulletin Board ("OTCBB") maintained by the National Association
of Securities Dealers,  Inc. The Company shall maintain the listing or quotation
of the Common Stock for so long as the Investor is the  beneficial  owner of any
Common Stock or Conversion Shares (whether obtained or to be obtained under this
Agreement, the Convertible Debentures or any other agreement between the Company
and the Buyer. The Company shall maintain the Common Stock's  authorization  for
quotation on the OTCBB. It shall be an event of default hereunder if the Company
fails to strictly comply with its obligations under this Section 4(f).

                  (g)      Fees and Expenses. Except as set forth below, each of
the Company and the Buyer(s)  shall pay all costs and expenses  incurred by such
party in connection with the negotiation, investigation,  preparation, execution
and delivery of this Agreement,  the Escrow Agreement, the Investor Registration
Rights  Agreement,  the Security  Agreement and the  Irrevocable  Transfer Agent
Instructions.  The Company shall be responsible  for all costs  associated  with
preparing,   filing  and  mailing  a  Registration  Statement  pursuant  to  the
Registration  Rights  Agreement,  including,  without  limitation,  the costs of
printing and mailing the  accompanying  prospectus.  The Investor shall holdback
$75,000 to cover the cost of printing  and mailing the  prospectus,  which is an
estimate of the actual costs  expected to be incurred.  To the extent the actual
costs are greater or less than the  estimated  costs,  the parties  agree to pay
each other the difference.

         On the  Closing  Date,  the  Company  shall pay to  Yorkville  Advisors
Management,  LLC a  structuring  fee of $15,000  (the  "Structuring  Fee").  The
Structuring  Fee shall be paid directly  from the gross  proceeds of the Closing
and shall be deemed fully earned on the date hereof. The Company shall be solely
responsible for the contents of any such registration  statement,  prospectus or
other  filing  made  with  the  SEC or  otherwise  used in the  offering  of the
Company's  securities  (except as such disclosure relates solely to the Investor
and then only to the  extent  that such  disclosure  conforms  with  information
furnished in writing by the Investor to the  Company),  even if the Buyer or its
agents  as an  accommodation  to  the  Company  participate  or  assist  in  the
preparation of such registration statement,  prospectus or other SEC filing. The
Company shall retain its own legal counsel to review,  edit,  confirm and do all
things such counsel deems necessary or desirable to such registration statement,
prospectus  or other SEC  filing to ensure  that it does not  contain  an untrue
statement or alleged  untrue  statement  of material  fact or omit or alleged to
omit a material fact necessary to make the statements made therein,  in light of
the circumstances under which the statements were made, not misleading.


                                       12
<PAGE>


                  (h)      Corporate   Existence.   So   long   as  any  of  the
Convertible  Debentures  remain  outstanding,  the Company shall not directly or
indirectly consummate any merger, reorganization,  restructuring,  reverse stock
split consolidation, sale of all or substantially all of the Company's assets or
any similar  transaction  or related  transactions  (each such  transaction,  an
"Organizational  Change") unless,  prior to the  consummation an  Organizational
Change, the Company obtains the written consent of each Buyer. In any such case,
the Company will make appropriate provision with respect to such holders' rights
and interests to insure that the provisions of this Section 4(h) will thereafter
be applicable to the Convertible Debentures.

                  (i)      Transactions   With   Affiliates.   So  long  as  any
Convertible  Debentures are outstanding,  the Company shall not, and shall cause
each of its subsidiaries  not to, enter into,  amend,  modify or supplement,  or
permit any subsidiary to enter into, amend,  modify or supplement any agreement,
transaction,  commitment,  or  arrangement  with any of its or any  subsidiary's
officers,  directors,  person who were  officers or directors at any time during
the previous two (2) years,  stockholders who beneficially own five percent (5%)
or more of the  Common  Stock,  or  Affiliates  (as  defined  below) or with any
individual  related by blood,  marriage,  or adoption to any such  individual or
with any entity in which any such entity or individual  owns a five percent (5%)
or more beneficial  interest (each a "Related Party"),  except for (a) customary
employment  arrangements  and benefit  programs  on  reasonable  terms,  (b) any
investment  in an  Affiliate  of the Company,  (c) any  agreement,  transaction,
commitment,  or arrangement  on an arms-length  basis on terms no less favorable
than  terms  which  would  have been  obtainable  from a person  other than such
Related Party, (d) any agreement transaction,  commitment,  or arrangement which
is approved by a majority of the  disinterested  directors of the  Company,  for
purposes  hereof,  any  director  who is also an officer  of the  Company or any
subsidiary of the Company shall not be a disinterested  director with respect to
any such agreement,  transaction,  commitment,  or arrangement.  "Affiliate" for
purposes hereof means,  with respect to any person or entity,  another person or
entity that, directly or indirectly,  (i) has a ten percent (10%) or more equity
interest  in that person or entity,  (ii) has ten  percent  (10%) or more common
ownership with that person or entity,  (iii) controls that person or entity,  or
(iv) shares common  control with that person or entity.  "Control" or "controls"
for  purposes  hereof  means that a person or entity  has the  power,  direct or
indirect, to conduct or govern the policies of another person or entity.

                  (j)      Transfer  Agent.  The  Company  covenants  and agrees
that,  in the event that the  Company's  agency  relationship  with the transfer
agent should be terminated for any reason prior to a date which is two (2) years
after the Closing  Date,  the Company shall  immediately  appoint a new transfer
agent and shall  require  that the new  transfer  agent  execute and agree to be
bound by the terms of the Irrevocable  Transfer Agent  Instructions  (as defined
herein).

                  (k)      Restriction on Issuance of the Capital Stock. So long
as any Convertible  Debentures are  outstanding,  the Company shall not, without
the prior written consent of the Buyer(s),  issue or sell shares of Common Stock
or Preferred Stock (i) without  consideration  or for a consideration  per share
less than the Bid Price of the Common Stock determined  immediately prior to its
issuance,  (ii) any warrant,  option, right,  contract,  call, or other security
instrument  granting  the  holder  thereof,  the right to acquire  Common  Stock
without  consideration or for a consideration  less than such Common Stock's Bid
Price value determined immediately prior to it's issuance,  (iii) enter into any
security  instrument  granting  the  holder a security  interest  in any and all
assets of the Company, or (iv) file any registration statement on Form S-8.


                                       13
<PAGE>


         5.       TRANSFER AGENT INSTRUCTIONS.

         The Company shall issue the Irrevocable  Transfer Agent Instructions to
its transfer agent  irrevocably  appointing Butler Gonzalez LLP as its agent for
purpose of having certificates issued, registered in the name of the Buyer(s) or
its respective  nominee(s),  for the Conversion Shares representing such amounts
of Convertible  Debentures as specified from time to time by the Buyer(s) to the
Company  upon  conversion  of the  Convertible  Debentures,  for  interest  owed
pursuant to the Convertible  Debenture,  and for any and all Liquidated  Damages
(as this term is defined in the Investor Registration Rights Agreement).  Butler
Gonzalez LLP shall be paid a cash fee of Fifty Dollars ($50) for every  occasion
they act pursuant to the Irrevocable  Transfer Agent  Instructions.  The Company
shall not change its transfer agent without the express  written  consent of the
Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to
registration of the Conversion  Shares under the 1933 Act, all such certificates
shall bear the restrictive  legend  specified in Section 2(g) of this Agreement.
The Company  warrants that no instruction  other than the  Irrevocable  Transfer
Agent Instructions referred to in this Section 5, and stop transfer instructions
to give  effect to Section  2(g)  hereof (in the case of the  Conversion  Shares
prior to  registration  of such shares  under the 1933 Act) will be given by the
Company to its transfer agent and that the Conversion  Shares shall otherwise be
freely transferable on the books and records of the Company as and to the extent
provided in this  Agreement  and the  Investor  Registration  Rights  Agreement.
Nothing in this  Section 5 shall affect in any way the Buyer's  obligations  and
agreement  to  comply  with  all  applicable  securities  laws  upon  resale  of
Conversion  Shares.  If the  Buyer(s)  provides  the Company  with an opinion of
counsel,  in form,  scope and  substance  customary  for  opinions of counsel in
comparable  transactions  to the  effect  that  registration  of a resale by the
Buyer(s) of any of the Conversion Shares is not required under the 1933 Act, the
Company shall within two (2) business days instruct its transfer  agent to issue
one or more certificates in such name and in such  denominations as specified by
the  Buyer.  The  Company  acknowledges  that a breach by it of its  obligations
hereunder will cause  irreparable  harm to the Buyer by vitiating the intent and
purpose  of  the  transaction  contemplated  hereby.  Accordingly,  the  Company
acknowledges  that the remedy at law for a breach of its obligations  under this
Section 5 will be inadequate and agrees,  in the event of a breach or threatened
breach by the Company of the  provisions  of this  Section 5, that the  Buyer(s)
shall be entitled, in addition to all other available remedies, to an injunction
restraining any breach and requiring  immediate  issuance and transfer,  without
the necessity of showing  economic  loss and without any bond or other  security
being required.

         6.       CONDITIONS TO THE COMPANY'S OBLIGATION TO SELLER.

         The  obligation  of  the  Company  hereunder  to  issue  and  sell  the
Convertible  Debentures  to the  Buyer(s)  at the  Closings  is  subject  to the
satisfaction,  at or  before  the  Closing  Dates,  of  each  of  the  following
conditions,  provided that these  conditions  are for the Company's sole benefit
and may be waived by the Company at any time in its sole discretion:


                                       14
<PAGE>


                  (a)      Each Buyer shall have  executed this  Agreement,  the
Security  Agreement,  the Escrow Agreement and the Investor  Registration Rights
Agreement and the Irrevocable Transfer Agent Instructions and delivered the same
to the Company.

                  (b)      The Buyer(s) shall have delivered to the Escrow Agent
the Purchase Price for Convertible Debentures in respective amounts as set forth
next to each Buyer as  outlined  on  Schedule  I attached  hereto and the Escrow
Agent shall have  delivered  the net proceeds to the Company by wire transfer of
immediately  available U.S. funds pursuant to the wire instructions  provided by
the Company.

                  (c)      The  representations  and  warranties of the Buyer(s)
shall be true and correct in all material  respects as of the date when made and
as of the Closing Dates as though made at that time (except for  representations
and warranties  that speak as of a specific  date),  and the Buyer(s) shall have
performed,  satisfied and complied in all material  respects with the covenants,
agreements and conditions required by this Agreement to be performed,  satisfied
or complied with by the Buyer(s) at or prior to the Closing Dates.

                  (d)      The  Company  shall  have  filed  a form  UCC -1 with
regard to the  Pledged  Property  and  Pledged  Collateral  as  detailed  in the
Security  Agreement  dated the date hereof and provided  proof of such filing to
the Buyer(s).

         7.       CONDITIONS TO THE BUYER'S OBLIGATION TO PURCHASE.

         The  obligation of the Buyer(s)  hereunder to purchase the  Convertible
Debentures  at the  Closing  is subject  to the  satisfaction,  at or before the
Closing  Date,  of  each  of  the  following  conditions,  provided  that  these
conditions are for the Buyer's sole benefit and may be waived by the Buyer(s) at
any time in its sole discretion:

                  (a)      The Company shall have executed this  Agreement,  the
Security  Agreement,  the  Convertible  Debenture,  the  Escrow  Agreement,  the
Irrevocable   Transfer   Instructions  and  the  Investor   Registration  Rights
Agreement, and delivered the same to the Buyer(s).

                  (b)      The  representations  and  warranties  of the Company
shall be true and correct in all  material  respects  (except to the extent that
any  of  such   representations  and  warranties  is  already  qualified  as  to
materiality  in  Section  3  above,  in which  case,  such  representations  and
warranties  shall be true and correct without further  qualification)  as of the
date when made and as of the Closing  Dates as though made at that time  (except
for  representations  and  warranties  that speak as of a specific date) and the
Company shall have  performed,  satisfied and complied in all material  respects
with the covenants,  agreements and conditions  required by this Agreement to be
performed,  satisfied or complied with by the Company at or prior to the Closing
Dates.  If requested by the Buyer,  the Buyer shall have received a certificate,
executed by the President of the Company,  dated as of the Closing Dates, to the
foregoing effect and as to such other matters as may be reasonably  requested by
the Buyer  including,  without  limitation  an update  as of the  Closing  Dates
regarding the representation contained in Section 3(c) above.


                                       15
<PAGE>


                  (c)      The Company  shall have executed and delivered to the
Buyer(s) the Convertible Debentures in the respective amounts set forth opposite
each Buyer(s) name on Schedule I attached hereto.

                  (d)      The  Buyer(s)  shall  have  received  an  opinion  of
counsel in a form satisfactory to the Buyer(s).

                  (e)      The Company  shall have  provided  to the  Buyer(s) a
certificate of good standing from the Secretary of State of Delaware.

                  (f)      As of each  Closing  Date,  the  Company  shall  have
reserved out of its authorized and unissued Common Stock, solely for the purpose
of effecting the  conversion  of the  Convertible  Debentures,  shares of Common
Stock to effect the conversion of all of the Conversion Shares then outstanding.

                  (g)      The Irrevocable Transfer Agent Instructions,  in form
and  substance  satisfactory  to the  Buyer,  shall have been  delivered  to and
acknowledged in writing by the Company's transfer agent.

                  (h)      The Company  shall have  provided to the  Investor an
acknowledgement,  to the satisfaction of the Investor,  from Thomas Leger & Co.,
L.L.P.,  the  Company's  independent  certified  public  accountants,  as to its
ability  to  provide  all  consents  required  in order  to file a  registration
statement in connection with this transaction.

                  (i)      The  Company  shall  have  filed  a form  UCC -1 with
regard to the  Pledged  Property  and  Pledged  Collateral  as  detailed  in the
Security Agreement and provided proof of such filing to the Buyer(s).

                  (j)      The Company shall  obtained the approval of its board
of directors and a majority of its  outstanding  shares of capital stock (voting
as separate  classes,  if required by applicable law) to increase its authorized
common stock to a number mutually acceptable to the Company and the Investor.

                  (k)      The Company shall provide to the Buyer the opinion of
Counsel to the Company,  dated as of the date thereof, which opinion shall be in
form and substance reasonably satisfactory to the Buyer and its counsel.

         8.       INDEMNIFICATION.

                  (a)      In  consideration   of  the  Buyer's   execution  and
delivery of this  Agreement  and acquiring the  Convertible  Debentures  and the
Conversion  Shares  hereunder,  and in  addition to all of the  Company's  other
obligations under this Agreement,  the Company shall defend, protect,  indemnify
and  hold  harmless  the  Buyer(s)  and each  other  holder  of the  Convertible
Debentures  and the Conversion  Shares,  and all of their  officers,  directors,
employees  and  agents  (including,   without  limitation,   those  retained  in
connection with the transactions  contemplated by this Agreement) (collectively,
the "Buyer Indemnitees") from and against any and all actions, causes of action,
suits, claims,  losses,  costs,  penalties,  fees,  liabilities and damages, and
expenses  in  connection  therewith  (irrespective  of  whether  any such  Buyer


                                       16
<PAGE>


Indemnitee  is a party to the  action  for which  indemnification  hereunder  is
sought),  and  including  reasonable  attorneys'  fees  and  disbursements  (the
"Indemnified Liabilities"),  incurred by the Buyer Indemnitees or any of them as
a result of, or arising  out of, or  relating  to (a) any  misrepresentation  or
breach of any  representation or warranty made by the Company in this Agreement,
the Convertible  Debentures or the Investor Registration Rights Agreement or any
other certificate,  instrument or document  contemplated hereby or thereby,  (b)
any breach of any covenant,  agreement or obligation of the Company contained in
this  Agreement,  or the  Investor  Registration  Rights  Agreement or any other
certificate,  instrument or document  contemplated hereby or thereby, or (c) any
cause of action,  suit or claim  brought or made  against  such  Indemnitee  and
arising  out of or  resulting  from  the  execution,  delivery,  performance  or
enforcement  of this  Agreement or any other  instrument,  document or agreement
executed pursuant hereto by any of the Indemnities,  any transaction financed or
to be financed in whole or in part, directly or indirectly, with the proceeds of
the issuance of the Convertible  Debentures or the status of the Buyer or holder
of the Convertible  Debentures the Conversion  Shares, as a Buyer of Convertible
Debentures in the Company.  To the extent that the foregoing  undertaking by the
Company may be unenforceable for any reason,  the Company shall make the maximum
contribution  to the  payment  and  satisfaction  of  each  of  the  Indemnified
Liabilities, which is permissible under applicable law.

                  (b)      In  consideration  of  the  Company's  execution  and
delivery  of  this  Agreement,  and in  addition  to all  of the  Buyer's  other
obligations under this Agreement, the Buyer shall defend, protect, indemnify and
hold  harmless the Company and all of its  officers,  directors,  employees  and
agents  (including,  without  limitation,  those retained in connection with the
transactions  contemplated  by  this  Agreement)  (collectively,   the  "Company
Indemnitees") from and against any and all Indemnified  Liabilities  incurred by
the Indemnitees or any of them as a result of, or arising out of, or relating to
(a) any  misrepresentation  or breach of any  representation or warranty made by
the Buyer(s) in this Agreement,  , instrument or document contemplated hereby or
thereby  executed by the Buyer,  (b) any breach of any  covenant,  agreement  or
obligation  of  the  Buyer(s)   contained  in  this   Agreement,   the  Investor
Registration  Rights Agreement or any other certificate,  instrument or document
contemplated  hereby  or  thereby  executed  by the  Buyer,  or (c) any cause of
action,  suit or claim brought or made against such Company  Indemnitee based on
material  misrepresentations  or due to a material  breach and arising out of or
resulting  from the  execution,  delivery,  performance  or  enforcement of this
Agreement,  the Investor  Registration Rights Agreement or any other instrument,
document  or  agreement   executed   pursuant  hereto  by  any  of  the  Company
Indemnities.  To the extent that the foregoing  undertaking by each Buyer may be
unenforceable for any reason, each Buyer shall make the maximum  contribution to
the payment and  satisfaction of each of the Indemnified  Liabilities,  which is
permissible under applicable law.

         9.       GOVERNING LAW: MISCELLANEOUS.

                  (a)      Governing  Law. This  Agreement  shall be governed by
and  interpreted in accordance  with the laws of the State of New Jersey without
regard to the principles of conflict of laws. The parties further agree that any
action between them shall be heard exclusively in Hudson County, New Jersey, and
expressly  consent to the  jurisdiction  and venue of the Superior  Court of New
Jersey,  sitting in Hudson County and the United States  District  Court for the
District of New Jersey sitting in Newark, New Jersey for the adjudication of any
civil action asserted pursuant to this Paragraph.


                                       17
<PAGE>


                  (b)      Counterparts.  This  Agreement may be executed in two
or more  identical  counterparts,  all of which 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.  In the event any signature page is
delivered  by  facsimile  transmission,  the party  using such means of delivery
shall  cause  four  (4)  additional  original  executed  signature  pages  to be
physically  delivered to the other party  within five (5) days of the  execution
and delivery hereof.

                  (c)      Headings.  The  headings  of this  Agreement  are for
convenience   of   reference   and  shall  not  form  part  of,  or  affect  the
interpretation of, this Agreement.

                  (d)      Severability.  If any  provision  of  this  Agreement
shall be  invalid or  unenforceable  in any  jurisdiction,  such  invalidity  or
unenforceability  shall  not  affect  the  validity  or  enforceability  of  the
remainder  of  this   Agreement  in  that   jurisdiction   or  the  validity  or
enforceability of any provision of this Agreement in any other jurisdiction.

                  (e)      Entire   Agreement,    Amendments.   This   Agreement
supersedes all other prior oral or written agreements between the Buyer(s),  the
Company, their affiliates and persons acting on their behalf with respect to the
matters  discussed  herein,  and this Agreement and the  instruments  referenced
herein  contain  the entire  understanding  of the parties  with  respect to the
matters covered herein and therein and, except as specifically  set forth herein
or  therein,  neither  the  Company  nor any  Buyer  makes  any  representation,
warranty,  covenant or undertaking with respect to such matters. No provision of
this  Agreement  may be waived or amended other than by an instrument in writing
signed by the party to be charged with enforcement.

                  (f)      Notices.  Any notices,  consents,  waivers,  or other
communications  required  or  permitted  to be  given  under  the  terms of this
Agreement  must be in writing and will be deemed to have been delivered (i) upon
receipt, when delivered personally; (ii) upon confirmation of receipt, when sent
by  facsimile;  (iii)  three (3) days after being sent by U.S.  certified  mail,
return  receipt  requested,  or (iv) one (1) day after deposit with a nationally
recognized  overnight  delivery service,  in each case properly addressed to the
party to  receive  the  same.  The  addresses  and  facsimile  numbers  for such
communications shall be:


                                       18
<PAGE>


If to the Company, to:            Corporate Strategies, Inc.
                                  1770 St. James Place, Suite 116
                                  Houston, Texas  77056
                                  Attention: Tim Connolly
                                  Telephone: (713) 621-2737
                                  Facsimile: (713) 586-6678

With a copy to:                   Seth A. Farbman, Esq.
                                  150 West 46th Street
                                  New York, NY 10036
                                  Telephone:  (212) 730-4073
                                  Facsimile:  (646) 349-9655

If to the Transfer Agent, to:     Deposit Guaranty Insurance Corporation
                                  Route 1, Box 2374
                                  2542 Cliff Drive
                                  Attention:  ___________________________
                                  Telephone:  ___________________________
                                  Facsimile:  ___________________________

         If to the Buyer(s),  to its address and facsimile number on Schedule I,
with copies to the Buyer's  counsel as set forth on Schedule I. Each party shall
provide five (5) days' prior written  notice to the other party of any change in
address or facsimile number.

                  (g)      Successors  and  Assigns.  This  Agreement  shall  be
binding  upon and inure to the  benefit  of the  parties  and  their  respective
successors  and  assigns.  Neither the  Company nor any Buyer shall  assign this
Agreement  or any rights or  obligations  hereunder  without  the prior  written
consent of the other party hereto.

                  (h)      No  Third  Party  Beneficiaries.  This  Agreement  is
intended for the benefit of the parties  hereto and their  respective  permitted
successors  and  assigns,  and is not for the benefit of, nor may any  provision
hereof be enforced by, any other person.

                  (i)      Survival.  Unless this Agreement is terminated  under
Section 9(l), the representations and warranties of the Company and the Buyer(s)
contained  in  Sections  2 and 3, the  agreements  and  covenants  set  forth in
Sections 4, 5 and 9, and the indemnification  provisions set forth in Section 8,
shall  survive the Closing for a period of two (2) years  following  the date on
which the  Convertible  Debentures  are converted in full. The Buyer(s) shall be
responsible  only  for  its  own  representations,  warranties,  agreements  and
covenants hereunder.

                  (j)      Publicity.  The Company and the  Buyer(s)  shall have
the right to approve,  before  issuance  any press  release or any other  public
statement  with  respect to the  transactions  contemplated  hereby  made by any
party; provided,  however, that the Company shall be entitled, without the prior
approval of the Buyer(s),  to issue any press release or other public disclosure
with respect to such transactions  required under applicable securities or other
laws or  regulations  (the  Company  shall use its best  efforts to consult  the
Buyer(s) in connection  with any such press  release or other public  disclosure
prior to its release and  Buyer(s)  shall be provided  with a copy  thereof upon
release thereof).


                                       19
<PAGE>


                  (k)      Further Assurances.  Each party shall do and perform,
or cause to be done and performed,  all such further acts and things,  and shall
execute and deliver all such other  agreements,  certificates,  instruments  and
documents,  as the other party may reasonably  request in order to carry out the
intent and accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.

                  (l)      Termination.  In the event that the Closing shall not
have  occurred  with respect to the Buyers on or before five (5)  business  days
from the date hereof due to the Company's or the Buyer's  failure to satisfy the
conditions  set forth in Sections 6 and 7 above (and the  non-breaching  party's
failure to waive such unsatisfied  condition(s)),  the non-breaching party shall
have the option to terminate this Agreement with respect to such breaching party
at the close of  business  on such date  without  liability  of any party to any
other party.

                  (m)      No Strict  Construction.  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.

                    [REMAINDER PAGE INTENTIONALLY LEFT BLANK]


                                       20
<PAGE>


         IN WITNESS  WHEREOF,  the  Buyers  and the  Company  have  caused  this
Securities  Purchase  Agreement to be duly executed as of the date first written
above.

                                            COMPANY:

                                            CORPORATE STRATEGIES, INC.

                                            By:/s/ Tim Connolly
                                               ---------------------------------
                                               Name    Tim Connolly
                                               Title:  President

                                            THE BUYER'S(S') SIGNATURES ARE
                                            CONTAINED ON SCHEDULE I HERETO


                                       21
<PAGE>


                                    EXHIBIT A

                               DISCLOSURE SCHEDULE

         There are no disclosures required on this Disclosure Statement,  except
with respect to Section 3(c) the Company has two wholly owned subsidiaries,  AIM
American Mortgage Inc. and AIM American Home Loan Inc.







                                   EXHIBIT A-1


<PAGE>


                                   SCHEDULE I

                               SCHEDULE OF BUYERS

<TABLE>
<CAPTION>

                                                  ADDRESS/FACSIMILE                                    AMOUNT OF
NAME              SIGNATURE                       NUMBER OF BUYER              TYPE OF SECURITY      SUBSCRIPTION
-----------       ----------------------------    -------------------------  ----------------------  -------------
<S>               <C>                             <C>                        <C>                     <C>
iVoice, Inc.      By: /s/ Jerry Mahoney          750 Highway 34              Convertible Debenture  $     500,000
                     ------------------------    Matawan, New Jersey 07747
                  Name: Jerry Mahoney
                  Its:  President                                            Common Stock           $     250,000

</TABLE>







                                  SCHEDULE I-1