PLACEMENT AGREEMENT
                               -------------------


      This  Agreement is made and entered into as of this 6th day of November,
2001 by and between  Joseph  Stevens & Company,  Inc.  ("Joseph  Stevens") and
Atlantic Technology Ventures, Inc. ("the Company").

      In consideration of the mutual promises made herein and for other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the parties hereto agree as follows:

(Note:  All  capitalized  terms  contained in this  Agreement  and not defined
herein  shall have the  meaning  ascribed to them in the  Securities  Purchase
Agreement.)

1.    Purpose:    The  Company  hereby  engages  Joseph  Stevens  for  the  term
specified in Paragraph 2 hereof to act as placement  agent pursuant to the terms
and conditions set forth herein in connection with a proposed private  placement
of the Securities to a limited number of accredited investors (the "Offering").

2.    Term:       This  Agreement  shall be effective from the date hereof until
December 1, 2001.

3.    Disclosure of  Information.  Except as contemplated by the terms hereof or
as required by  applicable  law,  Joseph  Stevens  shall keep  confidential  all
material  non-public  information  provided to it by the Company,  and shall not
disclose such  information to any third party,  other than such of its employees
and advisors as Joseph Stevens determines to have a need to know.

4.    Closing; Placement and Fees.

                  (a)   Conditions   to  Joseph   Stevens's   Obligations.   The
obligations  of Joseph  Stevens  hereunder  are  subject to the  accuracy of the
representations  and warranties of the Company  herein  contained as of the date
hereof,  and, as of the Closing Date, to the  performance  by the Company of its
obligations hereunder and to the following additional conditions:

                        (i) Due  Qualification  or  Exemption.  (A) The Offering
contemplated  by  this  Agreement  shall  become  qualified  or be  exempt  from
qualification  under  the  securities  laws of the  jurisdictions  in which  the
Securities  are  contemplated  to be offered  not later than the  Closing  Date,
subject to any filings to be made  thereafter and (B) at the applicable  Closing
Date no stop order suspending the sale of the Securities shall have been issued,
and no proceeding for that purpose shall have been initiated or threatened;

                        (ii) No Material Misstatements. The SEC Documents do not
contain an untrue  statement of a fact,  which in the opinion of Joseph Stevens,
is material,  or omit to state a fact,  which, in the opinion of Joseph Stevens,
is  material  and is



<PAGE>


required  to be  stated  therein,  or is,  in the  opinion  of  Joseph  Stevens,
necessary to make the statements  therein,  in light of the circumstances  under
which they were made, not misleading;

                        (iii) Compliance with Agreements. The Company shall have
complied with all  agreements  and  satisfied  all  conditions on its part to be
performed or satisfied  hereunder and under the Securities Purchase Agreement at
or prior to each Closing;

                        (iv) Corporate Action.  The Company shall have taken all
corporate action necessary in order to permit the valid execution,  delivery and
performance of the SEC Documents by the Company, including,  without limitation,
obtaining  the approval of the Company's  board of directors,  for the execution
and  delivery  of the SEC  Documents,  the  performance  by the  Company  of its
obligations hereunder and the Offering contemplated hereby;

                        (v) Opinion of Counsel to the  Company.  Joseph  Stevens
shall have received an opinion of counsel to the Company,  substantially  in the
form as attached  hereto as Exhibit B (stating  that each of the  Investors  may
rely thereon as though  addressed  directly to such Investor),  dated as of each
Closing Date.

                        (vi) Officer's Certificate. Joseph Stevens shall receive
an Officer's Certificate,  signed by the appropriate parties and dated as of the
Closing Date.  These  certificates  shall state,  among other  things,  that the
representations and warranties  contained herein hereof are true and accurate in
all  material  respects  at such  Closing  Date  with the same  effect as though
expressly made at such Closing Date;

                  (c)   Blue Sky.  The  Company  shall  take  such  action as is
necessary  to  qualify  the  Securities  for  sale to the  Investors  under  the
Securities  Purchase Agreement under applicable  securities (or "blue sky") laws
of the  states  of the  United  States  (or to  obtain  an  exemption  from such
qualification).  In particular,  if any Investor is located in any of the states
of New York, New Jersey, Illinois,  Florida,  California,  Texas,  Pennsylvania,
Georgia, Colorado, Oregon, Arizona, Connecticut, Ohio, Minnesota, Massachusetts,
Washington,  Delaware,  District of Columbia,  Maryland,  Kansas,  Rhode Island,
South Dakota or Louisiana,  the Company  shall make any notice  filings that are
required under the securities (or "blue sky") laws of those states in connection
with sale of the Securities to the Investors.

                  (d)   Placement Fees and Expenses. At the Closing, the Company
shall at such Closing pay to Joseph Stevens as a result of  investments  made by
individuals or entities introduced to the Company by Joseph Stevens a commission
(the "Cash  Commission")  equal to seven percent (7%) of the aggregate  purchase
price of the Securities  sold to such  investor.  The Company shall also pay all
expenses in connection  with qualifying the Securities for sale to the Investors
under the Securities Purchase Agreement under applicable  securities or blue sky
laws of the states of the United States (or in obtaining an exemption  from such
qualification).  In addition,  at the Closing the


                                       2
<PAGE>


Company shall issue to Joseph Stevens, and/or its respective designees, warrants
(the  "Placement  Warrants")  to acquire a number of newly issued  shares of the
Company's Common Stock equal to 10% of the Securities sold to issued individuals
or entities introduced to the Company by Joseph Stevens,  for $.001 per warrant,
exercisable  for a period of 5 years from the Closing Date at an exercise  price
equal to 110% of the Purchase  Price.  The shares  issuable upon exercise of the
Placement  Warrants shall be entitled to the  registration  rights  described in
Article V of the  Securities  Purchase  Agreement.  The  shares  underlying  the
Placement  Warrants  shall not be subject to redemption by the Company nor shall
they be  callable or  mandatorily  convertible  by the  Company.  The  Placement
Warrants shall not be transferred,  sold,  assigned or hypothecated for a period
of six months; provided,  however, that Joseph Stevens may assign in whole or in
part during such period to any NASD member  participating  in the Offering,  any
officer or employee of Joseph  Stevens,  or any such NASD member.  The Placement
Warrants shall contain a cashless exercise feature, anti-dilution provisions and
registration  rights comparable to those provided  Investors in Article V of the
Securities  Purchase Agreement.  Furthermore,  the Company shall issue to Joseph
Stevens, and/or its respective designees,  that number of shares of Common Stock
("Placement  Shares")  equal to 10% of the  number of  shares  of  Common  Stock
purchased  in the  Offering.  The  Placement  Shares  shall be  entitled  to the
registration rights described in Article V of the Securities Purchase Agreement.

                        (ii)  The  Company  shall  pay  to Joseph  Stevens  with
respect to any investment by any prospective Investors introduced to the Company
by such  Joseph  Stevens  ("Covered  Investors")  for  any  purchase  of  equity
securities  by the  Covered  Investor  from the  Company  during the twelve (12)
months  following the Closing Date of the Offering:  (A) a cash commission equal
to ten percent  (10%) of the  aggregate  amount of any such  investment  and (B)
warrants  to acquire a number of  securities  of even class with the  securities
purchased by any such Covered  Investor equal to 10% of the number of securities
purchased by such Covered Investor.

                  (e)   No Adverse  Changes.  There shall not have occurred,  at
any time prior to each Closing (i) any domestic or  international  event, act or
other  similar  occurrence  which has  disrupted,  or in Joseph  Stevens's  sole
determination,  will materially disrupt, the securities markets;  (ii) a general
suspension of, or a general  limitation on prices for,  trading in securities on
the  New  York  Stock  Exchange,  the  American  Stock  Exchange,  the  National
Association of Securities Dealers Automated Quotation System ("NASDAQ") National
Market,  the NASDAQ SmallCap Market,  or on the OTC Bulletin Board for a minimum
of one-trading  day; (iii) any outbreak of major  hostilities  (other than those
hostilities being engaged in on the date of this Agreement) or other national or
international  calamity  having a  material  effect on the  performance  of this
Agreement; (iv) any banking moratorium declared by a state or federal authority;
(v) any moratorium  declared in foreign exchange trading by major  international
banks or other persons;  (vi) any material  interruption  in the mail service or
other  means  of  communication   within  the  United  States  (other  than  the
interruption  being  experienced  on the  date of  this  Agreement);  (vii)  any
materially  adverse  change in the  business,  properties,  assets,  results  of
operations,  prospects  or financial  condition  of the  Company;


                                       3
<PAGE>


or (viii) any change in the market for  securities  in general or in  political,
financial, or economic conditions which, in Joseph Stevens' reasonable judgment,
makes it  inadvisable  to proceed with the offering,  sale,  and delivery of the
Securities.

5.    Covenants of the Company.

                  (a)   Use of Proceeds. The net proceeds from the offering will
be used for working capital and general corporate purposes.

                  (b)   Notification.  The Company shall notify  Joseph  Stevens
immediately,  and in writing,  (i) when any event shall have occurred during the
period  commencing on the date hereof and ending on the Closing Date as a result
of which the SEC Documents would include any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements  therein not misleading in light of the circumstances  under
which they were made, and (ii) of the receipt of any  notification  with respect
to the modification,  rescission,  withdrawal or suspension of the qualification
or registration of the Securities, or of any exemption from such registration or
qualification,  in any  jurisdiction.  The Company  will use its best efforts to
prevent  the  issuance  of any  such  modification,  rescission,  withdrawal  or
suspension and, if any such modification,  rescission,  withdrawal or suspension
is issued  and Joseph  Stevens so  requests,  to obtain the  lifting  thereof as
promptly as possible.

                  (c)   Press  Releases,  Etc.  Except as otherwise  required by
applicable law or the rules of a regulatory  body, the Company shall not, during
the period  commencing  on the date hereof and ending thirty (30) days after the
Closing Date, issue any press release or other  communication,  make any written
or oral  statement to any media  organization  or  publication or hold any press
conference,  presentation  or  seminar,  or engage in any other  publicity  with
respect to the  Company,  their  financial  condition,  results  of  operations,
business, properties, assets, or liabilities, or the Offering, without the prior
written  consent of Joseph Stevens except in the ordinary course of business and
not for the purpose of soliciting any interest in the Offering.

                  (d)   Restrictions   on   Securities.   Except  as   otherwise
contemplated hereby,  during the 24 month period following the completion of the
Offering,  the Company will not extend the expiration date or lower the exercise
or the  conversion  price of any options,  warrants,  convertible  securities or
other  security  purchase  rights  without the prior  written  consent of Joseph
Stevens  (except  as a result of any stock  splits,  reverse  stock  splits  and
dividends).

                  (e)   No Offerings.  Pending  completion or termination of the
Offering in accordance with the terms of this Agreement, the Company agrees that
it shall not enter  into an  agreement  (whether  binding or not) with any other
person or entity relating to a possible public or private  offering or placement
of its  securities  (in  connection  with  a  corporate  partnership,  strategic
alliance or government funding) or any other transaction which would prevent the
consummation of the Offering.


                                       4
<PAGE>


                  (f)   No  Statements.  The  Company  shall not use the name of
Joseph Stevens or any officer, director,  employee or shareholder thereof in any
press release regarding the Offering without the express written consent of such
party and such person.

6.    Expenses of Joseph Stevens: In addition to the fees payable hereunder, and
regardless  of whether  any  transaction  set forth  above is  consummated,  the
Company shall reimburse Joseph Stevens for all fees and  disbursements of Joseph
Stevens'  counsel which amount shall be $10,000 payable to Joseph B. LaRocco and
Joseph Stevens' travel and  out-of-pocket  expenses  incurred in connection with
the services  performed by Joseph Stevens pursuant to this Agreement,  including
without  limitation,  copy  costs  for  any  offering  booklets  distributed  to
investors or  potential  investors,  hotels,  food and  associated  expenses and
long-distance  telephone  calls.  The Company is not required to  reimburse  any
expenses incurred by Joseph Stevens unless the Company approves them in writing.

7.    Liability of Joseph Stevens:  The Company  acknowledges  that all opinions
and  advice  (written  or oral)  given  by  Joseph  Stevens  to the  Company  in
connection with Joseph  Stevens'  engagement are intended solely for the benefit
and use of the Company in considering the transaction to which they relate,  and
the  Company  agrees that no person or entity  other than the  Company  shall be
entitled  to make use of or rely upon the  advice of Joseph  Stevens to be given
hereunder,  and no such opinion or advice shall be used for any other purpose or
reproduced,  disseminated,  quoted or referred to at any time,  in any manner or
for any  purpose,  nor may the  company  make any  public  references  to Joseph
Stevens,  or use Joseph Stevens' name in any annual reports or any other reports
or releases of the Company without Joseph Stevens' prior written consent.

8.    Joseph Stevens' Services to Others:  The Company  acknowledges that Joseph
Stevens is in the business of providing financial services and consulting advice
to others.  Nothing  herein  contained  shall be  construed to limit or restrict
Joseph  Stevens in  conducting  such  business  with  respect  to others,  or in
rendering such advice to others.

9.    Representations and Warranties of the Company.

      The Company represents and warrants to Joseph Stevens that:

(a)   Organization and Qualification. The Company is duly incorporated,  validly
existing and in good standing under the laws of the  jurisdiction in which it is
incorporated, with full power and authority (corporate and other) to own, lease,
use and operate  its  properties  and to carry on its  business as and where now
owned, leased, used, operated and conducted. The Company is duly qualified 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 where
the failure to be so  qualified  or in good  standing  would not have a Material
Adverse Effect.

(b)   Authorization;  Enforcement. (a) The Company has all  requisite  corporate
power and  authority  to enter into and to perform  its  obligations  under this
Agreement,


                                       5
<PAGE>


to consummate the transactions  contemplated hereby and thereby and to issue the
Securities in accordance with the terms hereof; (b) the execution,  delivery and
performance of this Agreement by the Company and the  consummation  by it of the
transactions  contemplated  hereby (including without limitation the issuance of
the  Securities)  have been duly  authorized by the Company's Board of Directors
and no further consent or authorization of the Company,  its Board of Directors,
or its  shareholders  is required;  (c) this Agreement has been duly executed by
the  Company;  and (d) this  Agreement  constitutes  a legal,  valid and binding
obligation of the Company enforceable against the Company in accordance with its
terms,  subject  to  the  effect  of  any  applicable  bankruptcy,   insolvency,
reorganization,  or moratorium or similar laws affecting the rights of creditors
generally and the application of general principles of equity.

(c)   Capitalization. As of the date hereof, the authorized capital stock of the
Company  consists of (a) 50,000,000  shares of Common Stock, par value $.001 per
share, of which 7,201,480 shares are issued and outstanding and 1,109,200 shares
are reserved for issuance under the Company's employee and director stock option
plans and warrants to purchase 646,500 shares of Common Stock at exercise prices
between $0.875 and $8.05;  (b) 10,000,000  shares of preferred  stock, par value
$.001 per share,  of which  1,375,000  are  designated  as Series A  Convertible
Preferred  Stock,  with 1,146,482 shares and warrants to purchase 369,170 shares
of  Series  A  Convertible  Preferred  Stock  outstanding,   and  2,000,000  are
designated as Series B Convertible  Preferred Stock, with none outstanding.  All
of such outstanding  shares of capital stock are, or upon issuance will be, duly
authorized,  validly issued, fully paid and nonassessable.  No shares of capital
stock  of the  Company,  including  the  Securities  issuable  pursuant  to this
Agreement,  are subject to preemptive  rights or any other similar rights of the
stockholders  of the Company or any liens or  encumbrances  imposed  through the
actions or failure to act of the  Company.  Except as  disclosed in Schedule 3.3
and  except  for  the  transactions   contemplated  hereby,  (i)  there  are  no
outstanding  options,  warrants,  scrip,  rights to subscribe for, puts,  calls,
rights of first refusal, agreements, understandings, claims or other commitments
or rights of any  character  whatsoever  relating  to, or  securities  or rights
convertible  into,  exercisable  for, or exchangeable  for any shares of capital
stock of the  Company,  or  arrangements  by which the  Company is or may become
bound to issue additional shares of capital stock of the Company; (ii) there are
no agreements or  arrangements  under which the Company is obligated to register
the sale of any of its  securities  under the Securities Act and (iii) there are
no anti-dilution or price adjustment provisions contained in any security issued
by the Company (or in any agreement  providing rights to security  holders) that
will be triggered by the issuance of the  Securities.  The Company has furnished
to the  Investors  true and  correct  copies  of the  Company's  Certificate  of
Incorporation, as amended, as in effect on the date hereof, the Company's Bylaws
as in effect on the date hereof and the terms of all securities convertible into
or  exercisable  for Common Stock of the Company and the material  rights of the
holders thereof in respect thereto.

(d)   Issuance of  Securities. The  Securities  are duly  authorized  and,  upon
issuance in accordance with the terms of this Agreement, will be validly issued,
fully paid and non-assessable,  free from all taxes, liens, claims, encumbrances
and charges with respect to the issue thereof, will not be subject to preemptive
rights or other  similar  rights of  stockholders  of the Company,  and will not
impose personal liability on the holders thereof.


                                       6
<PAGE>


(e)   No Conflicts;  No Violation.  The execution,  delivery and  performance of
this  Agreement  by the  Company  and the  consummation  by the  Company  of the
transactions contemplated hereby and thereby (including, without limitation, the
issuance of the Securities)  will not (i) conflict with or result in a violation
of any provision of its Certificate of  Incorporation  or Bylaws or (ii) violate
or conflict  with,  or result in a breach of any  provision  of, or constitute a
default (or an event  which with notice or lapse of time or both could  become a
default)  under,  or  give  to  others  any  rights  of  termination,  amendment
(including without limitation,  the triggering of any anti-dilution  provision),
acceleration  or  cancellation  of, any  agreement,  indenture,  patent,  patent
license,  or  instrument  to which the Company is a party,  or (iii) result in a
violation of any law, rule,  regulation,  order,  judgment or decree  (including
U.S.  federal and state  securities  laws and regulations and regulations of any
self-regulatory  organizations  to  which  the  Company  or its  securities  are
subject)  applicable  to the  Company or by which any  property  or asset of the
Company is bound or affected  (except for such  conflicts,  breaches,  defaults,
terminations,  amendments, accelerations,  cancellations and violations as would
not, individually or in the aggregate, have a Material Adverse Effect).

The Company is not in violation of its Certificate of  Incorporation,  Bylaws or
other  organizational  documents and the Company is not in default (and no event
has occurred which with notice or lapse of time or both could put the Company in
default) under any agreement,  indenture or instrument to which the Company is a
party or by which any  property or assets of the  Company is bound or  affected,
except for possible  defaults as would not,  individually  or in the  aggregate,
have a Material Adverse Effect.

The Company is not conducting its business in violation of any law, ordinance or
regulation of any governmental  entity,  the failure to comply with which would,
individually or in the aggregate, have a Material Adverse Effect.

Except as specifically  contemplated by this Agreement and as required under the
Securities Act and any applicable state securities laws or any listing agreement
with any securities  exchange or automated  quotation system, 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 or any regulatory or self
regulatory  agency in order for it to  execute,  deliver or  perform  any of its
obligations  under this  Agreement in accordance  with the terms  hereof,  or to
issue and sell the Securities in accordance with the terms hereof. 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.

(f) SEC Documents,  Financial Statements. Since January 1, 2001, the Company has
timely filed all  reports,  schedules,  forms,  statements  and other  documents
required to be filed by it with the SEC pursuant to the  reporting  requirements
of the Exchange Act (all of the foregoing filed prior to the date hereof and all
exhibits  included  therein and


                                       7
<PAGE>


financial  statements and schedules  thereto and documents (other than exhibits)
incorporated by reference therein,  being hereinafter  referred to herein as the
"SEC Documents").  The Company has delivered to each Investor,  or each Investor
has had access to, true and  complete  copies of the SEC  Documents,  except for
such exhibits and incorporated  documents. As of their respective dates, the SEC
Documents  complied  in all  material  respects  with  the  requirements  of the
Exchange  Act or the  Securities  Act,  as the case may be,  and the  rules  and
regulations of the SEC promulgated  thereunder  applicable to the SEC Documents,
and  none of the SEC  Documents,  at the  time  they  were  filed  with the SEC,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated  therein or necessary in order to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.  As of their  respective  dates,  the  financial  statements  of the
Company  included  in the SEC  Documents  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 U.S.  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 not include
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).  Except as set forth in the financial  statements  included in the
SEC Documents,  the Company has no liabilities,  contingent or otherwise,  other
than liabilities  incurred in the ordinary course of business subsequent to June
30, 2001,  and  liabilities of the type not required  under  generally  accepted
accounting  principles  to be  reflected  in  such  financial  statements.  Such
liabilities  incurred  subsequent to June 30, 2001,  are not, in the  aggregate,
material to the financial condition or operating results of the Company.

(g)   Absence of Certain Changes. Except as disclosed in the SEC Documents or on
Schedule 3.7, since June 30, 2001,  there has been no material adverse change in
the assets, liabilities,  business, properties, operations, financial condition,
prospects or results of operations of the Company.

(h)   Absence of Litigation.  Except as disclosed in the SEC Documents, there is
no action,  suit, claim,  proceeding,  inquiry or investigation before or by any
court,  public board,  government agency,  self-regulatory  organization or body
pending or, to the knowledge of the Company, threatened against or affecting the
Company  or any of  its  officers  or  directors  acting  as  such  that  could,
individually or in the aggregate, have a Material Adverse Effect.

(i)   Intellectual  Property  Rights. The Company owns or possesses  licenses or
rights to use all  patents,  patent  applications,  patent  rights,  inventions,
know-how,  trade secrets,  trademarks,  trademark  applications,  service marks,
service names, trade names and copyrights  necessary to enable it to conduct its
business as now operated (the "Intellectual  Property").  Except as set forth in
the SEC  Documents,  there are no  material


                                       8
<PAGE>


outstanding  options,  licenses  or  agreements  relating  to  the  Intellectual
Property,  nor is the  Company  bound  by or a party  to any  material  options,
licenses or  agreements  relating to the patents,  patent  applications,  patent
rights, inventions, know-how, trade secrets, trademarks, trademark applications,
service marks,  service names,  trade names or copyrights of any other person or
entity. Except as disclosed in the SEC Documents, there is no claim or action or
proceeding  pending or, to the Company's  knowledge,  threatened that challenges
the right of the Company with respect to any Intellectual Property.

(j)   Tax Status.  The Company has timely made or filed all  federal,  state and
foreign income and all other tax returns,  reports and declarations  required by
any  jurisdiction to which it is subject (unless and only to the extent that the
Company  has set  aside on its  books  provisions  reasonably  adequate  for the
payment of all unpaid and  unreported  taxes) and has timely  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  provisions
reasonably  adequate for the payment of all taxes for periods  subsequent to the
periods to which such returns,  reports or declarations  apply. To the knowledge
of the Company,  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.  The Company has not executed a waiver with
respect to the statute of  limitations  relating to the assessment or collection
of any foreign,  federal,  state or local tax. None of the Company's tax returns
is presently being audited by any taxing authority.

(k)   Environmental  Laws. The Company (i) is in compliance  with 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) has received all
permits,   licenses  or  other  approvals  required  of  them  under  applicable
Environmental  Laws to conduct its business and (iii) is in compliance  with all
terms and conditions of any such permit,  license or approval  where, in each of
the three foregoing clauses,  the failure to so comply would have,  individually
or in the aggregate, a Material Adverse Effect

(l)   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 in any security or solicited  any offers to buy any security
under circumstances that would require  registration under the Securities Act of
the issuance of the Securities to the Investors.  The issuance of the Securities
to the Investors will not be integrated with any other issuance of the Company's
securities  (past,  current or future) for purposes of the Securities Act or any
applicable rules of Nasdaq.

(m)   No Brokers.  The Company has taken no action  which would give rise to any
claim by any person for brokerage commissions, finder's fees or similar payments
relating to this Agreement or the transactions  contemplated hereby,  except for
dealings  with Joseph  Stevens  whose  commissions  and fees will be paid by the
Company.


                                       9
<PAGE>


(n)   Insurance. The  Company is 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 is engaged.

(o)   Employment Matters. The Company is in compliance with all federal,  state,
local and foreign laws and  regulations  respecting  employment  and  employment
practices,  terms and  conditions of employment and wages and hours except where
failure  to be in  compliance  would not have a  Material  Adverse  Effect.  The
Company is not bound by or subject to (and none of its assets or  properties  is
bound by or subject  to) any  written or oral,  express  or  implied,  contract,
commitment or arrangement with any labor union, and no labor union has requested
or, to the Company's  knowledge,  has sought to represent any of the  employees,
representatives  or agents  of the  Company.  There is no strike or other  labor
dispute  involving  the  Company  pending,   or  to  the  Company's   knowledge,
threatened,  that could have a Material  Adverse Effect nor is the Company aware
of any labor organization  activity involving its employees.  The Company is not
aware that any  officer or key  employee,  or that any group of  officers or key
employees,  intends to terminate their employment with the Company, nor does the
Company  have a present  intention  to terminate  the  employment  of any of the
foregoing.

(p)   Investment Company Status. The Company is not and upon consummation of the
sale of the Securities will not be an "investment company," a company controlled
by an  "investment  company"  or an  "affiliated  person" of, or  "promoter"  or
"principal  underwriter" for, an "investment  company" as such terms are defined
in the Investment Company Act of 1940, as amended.

(q)   Subsidiaries.  Except as set forth in the SEC Documents,  the Company does
not presently own or control, directly or indirectly,  any interest in any other
corporation,  association,  joint venture,  partnership or other business entity
and the Company is not a direct or indirect  participant in any joint venture or
partnership.

(r)   No  Conflict  of  Interest.  The  Company  is  not indebted,  directly  or
indirectly,  to any of its officers or directors or to their respective  spouses
or children,  in any amount whatsoever other than in connection with expenses or
advances of expenses  incurred in the ordinary  course of business or relocation
expenses of employees.  None of the Company's officers,  directors or employees,
or any  members  of their  immediate  families,  are  directly,  or  indirectly,
indebted  to the  Company  (other  than  in  connection  with  purchases  of the
Company's  stock  or as set  forth  on  Schedule  3.18)  or,  to the best of the
Company's  knowledge,  have any direct or  indirect  ownership  interest  in any
entity  with which the  Company is  affiliated  or with which the  Company has a
business  relationship,  or any entity which  competes with the Company,  except
that officers,  directors,  employees and/or stockholders of the Company may own
stock in (but not exceeding five percent (5%) of the  outstanding  capital stock
of) any publicly  traded company that may compete with the Company.  To the best
of the  Company's  knowledge,  none  of the  Company's  officers,  directors  or
employees  or  any  members  of  their  immediate   families


                                       10
<PAGE>


are,  directly or  indirectly,  interested  in any  material  contract  with the
Company. The Company is not a guarantor or indemnitor of any indebtedness of any
other person or entity.

10.   Covenants.

(a)   Reporting Status;  Eligibility to Use Form S-3. The Company's Common Stock
is  registered  under Section 12 of the Exchange  Act.  During the  Registration
Period (as defined below), the Company will timely file all reports,  schedules,
forms,  statements and other  documents  required to be filed by it with the SEC
under the reporting  requirements  of the Exchange Act, and the Company will not
terminate  its status as an issuer  required to file reports  under the Exchange
Act even if the  Exchange  Act or the rules  and  regulations  thereunder  would
permit  such  termination.  The  Company  currently  meets,  and  will  take all
reasonably  necessary  action to continue to meet, the "registrant  eligibility"
requirements  set forth in the  general  instructions  to Form S-3 to enable the
registration of the Registrable Securities.

(b)   Financial  Information.  The  financial  statements of the Company will be
prepared  in  accordance  with  United  States  generally  accepted   accounting
principles,  consistently  applied,  and will  fairly  present  in all  material
respects the consolidated  financial  position of the Company and results of its
operations and cash flows as of, and for the periods  covered by, such financial
statements  (subject,  in the case of unaudited  statements,  to normal year-end
audit adjustments).

(c)   Compliance  with Law. As long as an Investor  owns any of the  Securities,
the Company will conduct its business in compliance  with all  applicable  laws,
rules and regulations of the  jurisdictions in which it is conducting  business,
(including,   without  limitation,  all  applicable  local,  state  and  federal
environmental laws and regulations), the failure to comply with which would have
a Material Adverse Effect.

(d)   No  Integration.  The  Company  will not make any  offers  or sales of any
security (other than the Securities)  under  circumstances  that would cause the
offering  of  the  Securities  to be  integrated  with  any  other  offering  of
securities  by the  Company  (i) for the  purpose  of any  stockholder  approval
provision  applicable  to the Company or its  securities or (ii) for purposes of
any registration requirement under the Securities Act.

(e)   Sales by Joseph  Stevens.  Joseph Stevens will sell any Securities sold by
it in compliance with applicable  prospectus delivery  requirements,  if any, or
otherwise in compliance with the requirements for an exemption from registration
under the Securities Act and the rules and regulations  promulgated  thereunder.
Joseph  Stevens  will not make any sale,  transfer or other  disposition  of the
Securities in violation of federal or state securities laws.

11.   Indemnification: The  placement  agent and the Company  have  executed and
delivered an indemnity  letter,  the form of which is attached hereto as Exhibit
A. The placement  agent and Company have entered into this Agreement in reliance
on the


                                       11
<PAGE>


indemnities set forth in such indemnity letter and the terms of the letter shall
be considered to be part of this Agreement.

12.   Severability:  Every  provision  of  this  Agreement  is  intended  to  be
severable. If any term or provision hereof is deemed unlawful or invalid for any
reason whatsoever, such unlawfulness or invalidity shall not affect the validity
of the remainder of this Agreement.

13.   Miscellaneous:

            (a)  This   Agreement   between  the  Company  and  Joseph   Stevens
constitutes the entire agreement and  understanding  of the parties hereto,  and
supersedes any and all previous agreements and  understandings,  whether oral or
written, between the parties with respect to the matters set forth herein.

            (b) Any notice or communication  permitted or required  hereunder be
in writing  and shall be deemed  sufficiently  given if  hand-delivered  or sent
postage prepaid by registered mail, return receipt requested, or by a recognized
overnight courier service.

            (c) This Agreement shall be binding upon and inure to the benefit of
each  of  the   parties   hereto   and  their   respective   successors,   legal
representatives and assigns.

            (d) This  Agreement  may be executed in any number of  counterparts,
each of which together shall constitute one and the same original document and a
facsimile copy of a signed counterpart shall be deemed an original.

            (e) No  provision  of this  Agreement  may be  amended,  modified or
waived, except in a writing signed by all of the parties hereto.

            (f)  This  Agreement  shall  be  construed  in  accordance  with and
governed by the laws of the State of New York, without giving effect to conflict
of law  principles.  The parties  hereby agree that any dispute  which may arise
between  them  arising  out of or in  connection  with this  Agreement  shall be
adjudicated  before a court located in New York City,  and they hereby submit to
the exclusive jurisdiction of the courts of the State of New York located in New
York,  New York and of the federal  courts in the Southern  District of New York
with  respect  to any action or legal  proceeding  commenced  by any party,  and
irrevocably  waive any objection  they now or hereafter may have  respecting the
venue of any such actin or proceeding  brought in such a court or respecting the
fact that such court is an  inconvenient  forum,  relating  to or arising out of
this Agreement, and consent to the service of process n any such action or legal
proceeding by means of registered or certified mail,  return receipt  requested,
in care of the address set forth in Exhibit A.


               [Balance of this page intentionally left blank.]



                                       12
<PAGE>


            IN WITNESS WHEREOF,  the parties hereto have caused this Agreement
to be duly executed, as of the day and year first above written.


                              JOSEPH STEVENS & COMPANY INC.



                              By: /s/ Joseph Sorbara
                                  --------------------------------------------
                                     Joseph Sorbara, its CEO



                              ATLANTIC TECHNOLOGY VENTURES, INC.



                              By: /s/ Frederic P. Zotos
                                  --------------------------------------------
                                  Frederic P. Zotos, its President and CEO







                                       13
<PAGE>


                                    EXHIBIT A



                                October 26, 2001



JOSEPH STEVENS & COMPANY, INC.
59 Maiden Lane
32nd Floor
New York, New York 10038


Ladies and Gentlemen:

            In connection with the engagement by Atlantic  Technology  Ventures,
Inc.. (the "Company") of JOSEPH STEVENS & COMPANY,  INC. (the "Placement Agent")
as the Company's  financial  advisor and investment  banker,  the Company hereby
agrees to indemnify and hold the  Placement  Agent and its  affiliates,  and the
directors,  officers,  partners,  shareholders,  agents  and  employees  of  the
Placement Agent  (collectively  the  "Indemnified  Persons"),  harmless from and
against any and all claims,  actions,  suits,  proceedings  (including  those of
shareholders),  damages,  liabilities  and  expenses  incurred  by any  of  them
(including,  but not  limited to,  fees and  expenses of counsel)  which are (A)
related  to or  arise  out of (i) any  actions  taken  or  omitted  to be  taken
(including any untrue  statements made or any statements  omitted to be made) by
the Company, or (ii) any actions taken or omitted to be taken by any Indemnified
Person in connection  with our engagement of the Placement Agent pursuant to the
Placement Agreement, of even date herewith,  between the Placement Agent and the
Company (the "Placement Agreement"),  or (B) otherwise related to or arising out
of the Placement  Agent's  activities on the  Company's  behalf  pursuant to the
Placement  Agent's  engagement  under the Placement  Agreement,  and the Company
shall  reimburse any  Indemnified  Person for all expenses  (including,  but not
limited to, fees and expenses of counsel) incurred by such Indemnified Person in
connection with  investigating,  preparing or defending any such claim,  action,
suit or proceeding  (collectively a "Claim"),  whether or not in connection with
pending or threatened litigation in which any Indemnified Person is a party. The
Company  will  not,  however,  be  responsible  for any Claim  which is  finally
judicially  determined to have resulted exclusively from the gross negligence or
willful misconduct of any person seeking indemnification  hereunder. The Company
further  agrees  that no  Indemnified  Person  shall have any  liability  to the
Company for or in connection  with the Placement  Agent's  engagement  under the
Placement  Agreement  except for any Claim  incurred by the Company  solely as a
direct  result  of  any  Indemnified   Person's  gross   negligence  or  willful
misconduct.

            The Company  further  agrees that the Company will not,  without the
prior written consent of the Placement Agent,  settle,  compromise or consent to
the entry of any judgment in any pending or threatened Claim in respect of which
indemnification  may be sought hereunder  (whether or not any Indemnified Person
is an  actual  or  potential  party  to such  Claim),  unless  such  settlement,
compromise or consent includes a legally binding,



<PAGE>


unconditional, and irrevocable release of each Indemnified Person hereunder from
any and all liability arising out of such Claim.

            Promptly  upon  receipt  by an  Indemnified  Person of notice of any
complaint  or the  assertion or  institution  of any Claim with respect to which
indemnification is being sought hereunder,  such Indemnified Person shall notify
the Company in writing of such  complaint or of such  assertion or  institution,
but  failure to so notify the Company  shall not  relieve  the Company  from any
obligation the Company may have hereunder,  unless, and only to the extent that,
such failure results in the forfeiture by the Company of substantial  rights and
defenses,  and such  failure  to so  notify  the  Company  will not in any event
relieve the Company from any other  obligation or liability the Company may have
to any Indemnified Person otherwise than under this Agreement. If the Company so
elects or is requested by such Indemnified  Person,  the Company will assume the
defense  of  such  Claim,   including  the  employment  of  counsel   reasonably
satisfactory to such Indemnified Person and the payment of the fees and expenses
of such counsel. In the event,  however, that such Indemnified Person reasonably
determines in its sole  judgment  that having common  counsel would present such
counsel with a conflict of interest or such  Indemnified  Person  concludes that
there may be legal defenses  available to it or other  Indemnified  Persons that
are different from or in addition to those  available to the Company,  then such
Indemnified Person may employ its own separate counsel to represent or defend it
in any such Claim and the Company shall pay the reasonable  fees and expenses of
such counsel.  Notwithstanding  anything herein to the contrary,  if the Company
fails timely or diligently to defend,  contest, or otherwise protect against any
Claim,  the  relevant  Indemnified  Party  shall  have  the  right,  but not the
obligation,  to defend,  contest,  compromise,  settle,  assert  crossclaims  or
counterclaims,  or  otherwise  protect  against  the  same,  and  shall be fully
indemnified by the Company therefor, including, but not limited to, for the fees
and  expenses of its  counsel and all amounts  paid as a result of such Claim or
the compromise or settlement  thereof. In any Claim in which the Company assumes
the defense,  the Indemnified Person shall have the right to participate in such
defense and to retain its own counsel therefor at its own expense.

            The Company  agrees that if any indemnity  sought by an  Indemnified
Person  hereunder  is held by a court to be  unavailable  for any  reason,  then
(whether or not the Placement Agent is the  Indemnified  Person) the Company and
the Placement  Agent shall  contribute to the Claim for which such  indemnity is
held  unavailable  in such  proportion as is appropriate to reflect the relative
benefits to the Company, on the one hand, and the Placement Agent, on the other,
in  connection  with the Placement  Agent's  engagement by the Company under the
Placement Agreement, subject to the limitation that in no event shall the amount
of the Placement  Agent's  contribution  to such Claim exceed the amount of fees
actually  received  by the  Placement  Agent from the  Company  pursuant  to the
Placement Agent's engagement under the Placement  Agreement.  The Company hereby
agrees that the  relative  benefits  to the  Company,  on the one hand,  and the
Placement Agent, on the other, with respect to the Placement Agent's  engagement
under the Placement  Agreement  shall be deemed to be in the same  proportion as
(a) the total  value paid or  proposed  to be paid or received by the Company or
the  Company's  shareholders  as the case may be,  pursuant  to the  transaction
(whether or not  consummated) for which the Placement Agent is engaged to


                                       2
<PAGE>


render  services  bears  to (b)  the  fee  paid  or  proposed  to be paid to the
Placement Agent in connection with such engagement.

            Our indemnity, reimbursement and contribution obligations under this
Agreement  shall be in  addition  to,  and  shall in no way  limit or  otherwise
adversely  affect any rights  that any  Indemnified  Party may have at law or at
equity.

            Should  the  Placement  Agent,  or any of its  directors,  officers,
partners,  shareholders,  agents or employees, be required or be requested by us
to provide  documentary  evidence or testimony in connection with any proceeding
arising from or relating to the Placement Agent's engagement under the Placement
Agreement, the Company agrees to pay all reasonable expenses (including, but not
limited to, fees and  expenses of counsel) in  complying  therewith,  payable in
advance.

            The Company hereby consents to personal  jurisdiction and service of
process  and venue in any court in which any claim for  indemnity  is brought by
any Indemnified Person.

            It is  understood  that, in  connection  with the Placement  Agent's
engagement under the Placement Agreement,  the Placement Agent may be engaged to
act in one or more  additional  capacities  and that the  terms of the  original
engagement  or any such  additional  engagement  may be  embodied in one or more
separate written agreements. The provisions of this Agreement shall apply to the
original engagement and any such additional  engagement and shall remain in full
force and effect  following  the  completion  or  termination  of the  Placement
Agent's engagement(s).


                                          Very truly yours,

                                          Atlantic Technology Ventures, Inc.




                                          By: /s/ Frederic P. Zotos
                                              ---------------------------------
                                              Name:  Frederic P. Zotos
                                              Title: President and CEO



CONFIRMED AND AGREED TO:

JOSEPH STEVENS & COMPANY, INC.



By: /s/ Joseph Sorbara
    ---------------------------------
    Joseph Sorbara
    Chief Executive Office

<PAGE>


                                    EXHIBIT B


                       KRAMER LEVIN NAFTALIS & FRANKEL LLP
                                919 THIRD AVENUE
                         NEW YORK, N.Y. 10022 - 3852

                                                          47, Avenue Hoche
   TEL (212) 715-9100                                        75008 Paris
   FAX (212) 715-8000                                          France



                                November __, 2001



Joseph Stevens & Company, Inc.
59 Maiden Lane 32nd Floor
New York, NY 10038
Attention:  [Name]


Dear Sirs:

      We have acted as counsel to Atlantic Technology Ventures, Inc., a Delaware
corporation  ("Atlantic"),  in  connection  with  sale of up to  $3,000,0000  of
Atlantic's  common stock,  par value $0.001 per share,  pursuant to a securities
purchase  agreement  dated as of November __, 2001 (the  "Purchase  Agreement"),
between Atlantic and the investors signatory thereto.

      This opinion is furnished to you at Atlantic's request pursuant to Section
4(b)(v) of the placement agreement dated as of November __, 2001, between Joseph
Stevens & Company,  Inc. and Atlantic  (the  "Placement  Agreement").  Except as
otherwise  defined  in this  letter,  capitalized  terms  used  herein  have the
meanings ascribed to them in the Placement Agreement.

      In connection with our opinion  expressed in this letter, we have examined
(1) executed copies of the Purchase Agreement,  the Placement Agreement, and the
warrants issuable thereunder (collectively, the "Transaction Documents") and (2)
such  corporate and other records,  documents,  instruments,  certificates,  and
other papers as we have deemed  necessary,  relevant or appropriate to enable us
to render the opinion expressed herein.

      In our examination,  we have assumed the genuineness of all signatures and
authenticity of all documents,  instruments,  records and certificates submitted
to us as originals,  and the  conformity to original  documents of all documents
submitted to us as  certified,  photostatic  or facsimile  copies.  We have also
assumed that the Transaction  Documents have been duly authorized,  executed and
delivered by the parties  thereto other than Atlantic and  constitute  the valid
and binding  obligations  of such parties,  enforceable  against such parties in
accordance with their terms.

      With  respect  to  matters  in this  letter  that are stated to be "to our
knowledge",  we have undertaken no independent  investigation or verification of
such matters,  but have relied upon representations of Atlantic set forth in the
Purchase  Agreement  and  the  Placement  Agreement  or  in  certificates  of or
otherwise represented to us by one or more officers or employees of Atlantic and
on  the   certificates  of  governmental   officials.   In  the  course  of  our
representation of Atlantic,


<PAGE>


no information has come to our attention that would give us actual  knowledge or
actual notice that (1) any such representation is not accurate and complete,  or
(2) any  information set forth in any of the foregoing  documents,  certificates
and information on which we have relied is not accurate and complete.  The words
"our  knowledge" and similar  language used herein are expressly  limited to the
actual  knowledge  of the  lawyers  within our firm who have  given  substantive
attention to representation of Atlantic.

      Based on the foregoing,  and subject to the assumptions and qualifications
set forth herein, we are of the opinion that:

1.    Atlantic is a corporation  existing and in good standing under the laws of
      the State of  Delaware.  Atlantic is qualified to do business as a foreign
      corporation and is in good standing in the State of New York.

2.    Atlantic has the corporate  power to execute and deliver,  and perform its
      obligations under, the Transaction  Documents.  Atlantic has the corporate
      power to conduct its business as, to our  knowledge,  it is now conducted,
      and to own and use the properties  that, to our  knowledge,  are currently
      owned and used by it.

3.    The  execution  and  delivery by Atlantic  of the  Transaction  Documents,
      performance of the obligations of Atlantic thereunder, and consummation by
      it of the transactions  contemplated therein have been duly authorized and
      approved  by  Atlantic's  board  of  directors,  and no  further  consent,
      approval  or  authorization  of  Atlantic's  board  of  directors  or  its
      stockholders  is required.  Atlantic has duly  executed and  delivered the
      Transaction Documents and they constitute valid and binding obligations of
      Atlantic, enforceable against Atlantic in accordance with their terms.

4.    Issuance  and sale of shares of Atlantic  common  stock under the Purchase
      Agreement  (the  "Shares") and issuance of the Placement  Shares under the
      Placement Agreement has been duly authorized. Atlantic has reserved shares
      of Atlantic  common stock for issuance  upon  exercise of the Warrants and
      the Placement  Warrants.  When issued in accordance  with the  Transaction
      Documents,  the Shares, the Placement Shares, and the shares issuable upon
      exercise  of the  Warrants  and the  Placement  Warrants  will be  validly
      issued,  fully  paid,  and  nonassessable  and free of all  taxes,  liens,
      charges,  restrictions  (other  than any  restrictions  imposed  under the
      Purchase Agreement or that may be imposed by securities or "blue sky" laws
      or as a result of any action taken by the holder thereof), rights of first
      refusal  and   preemptive   rights   under   Atlantic's   certificate   of
      incorporation  or bylaws  and,  to our  knowledge,  under any  contract or
      agreement to which Atlantic is a party.

5.    Execution,  delivery  and  performance  by  Atlantic  of  the  Transaction
      Documents and  consummation by Atlantic of the  transactions  contemplated
      thereby do not (1) conflict  with or constitute a breach of or default (or
      an  event  which,  with the  giving  of  notice  or lapse of time or both,
      constitutes  or would  constitute  a breach  or a  default)  under (A) the
      certificate  of  incorporation  or the  bylaws  of  Atlantic,  or (B)  any
      material  agreement,   note,  lease,  mortgage,  deed  or  other  material
      instrument  to which to our  knowledge  Atlantic is a party or by which to
      our  knowledge  Atlantic or any of its assets are bound,  (2) assuming the
      accuracy of the  representations  contained  in Article II of the Purchase
      Agreement, violate the General Corporation Law of the State of Delaware or
      the  applicable  law of the  State of New  York,  or


                                       2
<PAGE>


      (3) to our  knowledge  violate  any  order,  writ,  injunction  or  decree
      applicable to Atlantic or any of its subsidiaries.

6.    Assuming  the accuracy of the  representations  contained in Article II of
      the Purchase  Agreement,  issuance and sale of the Securities and issuance
      of the Placement Warrants is exempt from registration under the Securities
      Act.

7.    To our  knowledge,  except as disclosed in the SEC  Documents  there is no
      private or governmental  action,  suit,  proceeding,  claim,  arbitration,
      complaint,  allegation or investigation,  whether pending or threatened in
      writing,  before  any  governmental  department,   commission,  authority,
      arbitrator,  agency,  court or  tribunal,  foreign  or  domestic,  against
      Atlantic.

The opinion set forth herein is subject to and limited by the following:

            (a) The  enforceability  of the Transaction  Documents is subject to
the  application of and may be limited by the effect of bankruptcy,  insolvency,
reorganization,   arrangement,   fraudulent  conveyance,   fraudulent  transfer,
moratorium  or other  laws and  court  decisions  or  other  legal or  equitable
principles,  now or hereafter in effect,  relating to, limiting or affecting the
enforcement of creditors' rights generally.

            (b) The  enforceability  of the Transaction  Documents is subject to
the  application of and may be limited by (1) compliance  with, and  limitations
imposed by, procedural  requirements  relating to the exercise of remedies,  and
(2) general  principles of equity  (including,  but not limited to,  concepts of
materiality,  commercial  reasonableness,  good faith and fair  dealing  and the
requirement  that  the  right,   remedy,   damages  or  compensation  sought  be
proportionate  to  the  breach,  default,  or  injury),  regardless  of  whether
considered in a proceeding in equity or at law.

            (c)  We  express  no  opinion   with  respect  to  the  validity  or
enforceability of the following:  (1) provisions  restricting access to legal or
equitable remedies,  such as specific  performance of executory  covenants;  (2)
provisions  that  purport to establish  evidentiary  standards;  (3)  provisions
relating to waivers, severability,  indemnity or contribution, set-off, delay or
omission of  enforcement  of rights or remedies;  (4)  provisions  purporting to
convey rights to persons other than parties to the  Transaction  Documents;  (5)
provisions  purporting to waive  unmatured  rights to the extent such provisions
may be limited by applicable  state or federal laws or public policy  underlying
such laws; (6) provisions  relating to severability;  (7) provisions relating to
consent to jurisdiction,  selection of venue, means of service, choice of law or
payment  of  attorneys'   fees;   (8)   provisions   requiring  the  payment  or
reimbursement  of fees,  costs,  expenses,  or other amounts  without  regard to
whether they are  reasonable  in nature or amount;  (9)  provisions  relating to
non-competition,    non-solicitation   or   confidentiality;   (10)   provisions
authorizing  any  party to act in its  sole  discretion;  or (11) the  potential
effect of any claim by any holder of any security or other  interest in Atlantic
with respect to the amount or  allocation of any  consideration  to any security
holder,  employee,  consultant  or other  person in  connection  with any of the
transactions contemplated by the Transaction Documents.

            (d) The remedy of  specific  performance  and  injunctive  and other
forms  of  equitable  relief  are  subject  to  equitable  defenses  and  to the
discretion of the court before which any proceeding therefor may be brought. (d)
We express no opinion as to (1) the applicability or effect of the provisions of
the antitrust laws or (2) the  applicability of any anti-fraud  provision of any
federal or state law.


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<PAGE>


      The opinions  expressed herein are limited to the laws of the State of New
York,  the federal  securities  laws of the United  States,  and the laws of the
General  Corporation Law of the State of Delaware,  and we express no opinion as
to the effect on the matters covered by any other jurisdiction.

      The opinion  expressed herein is limited solely to those matters set forth
above,  and we specifically  do not render any opinion  pertaining to any matter
not expressly  stated  herein.  The  information  and opinions set forth in this
letter are as of this date,  and we disclaim  any  undertaking  to advise you of
changes that thereafter may be brought to our attention.

      We have  rendered  this  opinion as counsel  to  Atlantic  solely for your
benefit in connection with the Placement  Agreement,  as well as for the benefit
of the  Investors  (as defined in the Purchase  Agreement).  Neither you nor any
other  person may rely on this  letter for any other  purpose,  except as may be
requested  and  required  by  Atlantic's  transfer  agent to give  effect to the
transactions contemplated by the Transaction Documents.

                                    Very truly yours,


                                    Kramer Levin Naftalis & Frankel LLP





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