COMMON STOCK PURCHASE AGREEMENT

      THIS COMMON STOCK PURCHASE AGREEMENT (this "Agreement") is made as of
February 6, 2004 by and between Universal Guardian Holdings, Inc., a Delaware
corporation (the "Company"), and the purchaser whose name and address are set
forth on the signature page hereto ("Purchaser").

                                    RECITALS

      WHEREAS, pursuant to that certain Subscription Application of Purchaser
dated February 6, 2004 (the "Subscription Application"), an executed copy of
which is attached hereto as EXHIBIT A, the Company desires to sell to Purchaser
and Purchaser desires to purchase from the Company the number of shares of the
Company's Common Stock set forth on the signature page hereto (collectively, the
"Common Stock") at a price of $0.277 per share, subject to the terms and
conditions of this Agreement and a warrant (the "Warrant") to purchase up to
$250,000 worth of shares of the Company's Common Stock (the "Warrant Shares"),
subject to the terms and conditions of the Warrant which is attached hereto as
EXHIBIT B.

      NOW, THEREFORE, the parties hereto hereby agree as follows:

                                    AGREEMENT

Section 1. Sale and Issuance of Common Stock.

      Subject to the terms and conditions of this Agreement, the Company has
authorized the sale and issuance (the "Issuance") to Purchaser of the Common
Stock. At the Closing (as defined in Section 2.1), the Company shall sell to
Purchaser, and Purchaser shall purchase from the Company (i) the Common Stock at
a purchase price of $0.277 per share and (ii) the Warrant Shares, subject to the
terms and conditions of this Agreement, the Warrant and the other documents or
instruments contemplated hereby or thereby.

Section 2. The Closing.

      2.1 The closing of the Issuance to Purchaser (the "Closing") shall take
place simultaneously with the execution and delivery of this Agreement at the
principal office of the Company.

      2.2 At the Closing, the Company shall deliver to Purchaser, an instruction
letter to the Company's transfer agent to issue to Purchaser the Common Stock,
the Agreement and the Warrant duly executed by the Company, against receipt by
the Company of a wire transfer in an aggregate amount equal to the purchase
price therefor as set forth on the signature page hereto minus $200,000 already
delivered by Purchaser to the Company and the Agreement duly executed by
Purchaser. The wire transfer shall be sent pursuant to the following
instructions:

                      Bank:                 Comerica Bank of California
                                            10900 Wilshire Blvd.
                                            Los Angeles, CA 90024
                                            (800) 888-3595

<PAGE>

                      ABA No.:              121137522
                      Account No.:          1891937581
                      Account Name:         Richardson & Patel, LLP
                                            Client Trust Account

Section 3. Representations and Warranties of the Company.

      The Company hereby represents and warrants to Purchaser as follows:

      3.1 Organization.

      The Company is duly organized, validly existing and in good standing under
the laws of the State of Delaware and is qualified to conduct its business as a
foreign corporation in each jurisdiction where the failure to be so qualified
would have a material adverse effect on the Company.

      3.2 Authorization of Agreement, Etc.

      The execution, delivery and performance by the Company of this Agreement,
the Warrant, the Subscription Application and each other document or instrument
contemplated hereby or thereby (collectively, the "Financing Documents") have
been duly authorized by all requisite corporate action by the Company; and this
Agreement and each other Financing Document have been duly executed and
delivered by the Company. Each of the Financing Documents, when executed and
delivered by the Company, constitutes the valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, subject
to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or other similar laws affecting creditors' rights and remedies
generally, and subject as to enforceability to general principles of equity
(regardless of whether enforcement is sought in a proceeding at law or in
equity).

Section 4. Representations and Warranties of Purchaser.

      Purchaser hereby represents and warrants to the Company as follows:

      4.1 Authorization of the Documents.

      Purchaser has all requisite power and authority (corporate or otherwise)
to execute, deliver and perform the Financing Documents and the transactions
contemplated thereby, and the execution, delivery and performance by Purchaser
of the Financing Documents have been duly authorized by all requisite action by
Purchaser and each such Financing Document, when executed and delivered by
Purchaser, constitutes a valid and binding obligation of Purchaser, enforceable
against Purchaser in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or
other similar laws affecting creditors' rights and remedies generally, and
subject, as to enforceability, to general principles of equity (regardless of
whether enforcement is sought in a proceeding at law or in equity).


                                       2
<PAGE>

      4.2 Investment Representations.

      All of the representations, warranties and information of Purchaser
provided in the Subscription Application are incorporated herein and made a part
hereof by this reference and shall be true at the Closing with the same effect
as though made at the Closing.

      4.3 U.S.A. Patriot Act Representations

      (A) Purchaser represents, warrants and covenants that Purchaser:

            (i)(a) is subscribing for the Common Stock for Purchaser's own
account, own risk and own beneficial interest, (b) is not acting as an agent,
representative, intermediary, nominee or in a similar capacity for any other
person or entity, nominee account or beneficial owner, whether a natural person
or entity (each such natural person or entity, an "Underlying Beneficial Owner")
and no Underlying Beneficial Owner will have a beneficial or economic interest
in the Common Stock being purchased by Purchaser (whether directly or
indirectly, including without limitation, through any option, swap, forward or
any other hedging or derivative transaction), (c) if it is an entity, including,
without limitation, a fund-of-funds, trust, pension plan or any other entity
that is not a natural person (each, an "Entity"), has carried out thorough due
diligence as to and established the identities of such Entity's investors,
directors, officers, trustees, beneficiaries and grantors (to the extent
applicable, each a "Related Person" of such Entity), holds the evidence of such
identities, will maintain all such evidence for at least five years from the
date of Purchaser's resale or other disposition of all the Common Stock, will
request such additional information as the Company may require to verify such
identities as may be required by applicable law, and will make such information
available to the Company upon its request, and (d) does not have the intention
or obligation to sell, pledge, distribute, assign or transfer all or a portion
of the Common Stock to any Underlying Beneficial Owner or any other person; OR
(CHECK AND INITIAL ONE BOX)

            (ii)(a) is subscribing for the Common Stock as a record owner and
will not have a beneficial ownership interest in the Common Stock, (b) is acting
as an agent, representative, intermediary, nominee or in a similar capacity for
one or more Underlying Beneficial Owners (as defined in (A)(i)(a) above), and
understands and acknowledges that the representations, warranties and agreements
made in the Financing Documents are made by Purchaser with respect to both
Purchaser and the Underlying Beneficial Owner(s), (c) has all requisite power
and authority from the Underlying Beneficial Owner(s) to execute and perform the
obligations under the Subscription Agreement, (d) has carried out thorough due
diligence as to and established the identities of all Underlying Beneficial
Owners (and, if an Underlying Beneficial Owner is not a natural person, the
identities of such Underlying Beneficial Owner's Related Persons (to the extent
applicable)), holds the evidence of such identities, will maintain all such
evidence for at least five years from the date of Purchaser's resale or other
disposition of all the Common Stock, and will make such information available to
the Company upon its request and (e) does not have the intention or obligation
to sell, pledge, distribute, assign or transfer all or a portion of the Common
Stock to any person other than the Underlying Beneficial Owner(s).


                                       3
<PAGE>

            (B) Purchaser hereby represents and warrants that the proposed
investment in the Company that is being made on its own behalf or, if
applicable, on behalf of any Underlying Beneficial Owners does not directly or
indirectly contravene United States federal, state, local or international laws
or regulations applicable to Purchaser, including anti-money laundering laws (a
"Prohibited Investment").

            (C) Federal regulations and Executive Orders administered by the
U.S. Treasury Department's Office of Foreign Assets Control ("OFAC") prohibit,
among other things, the engagement in transactions with, and the provision of
services to, certain foreign countries, territories, entities and individuals.
The lists of OFAC prohibited countries, territories, persons and entities can be
found on the OFAC website at <www.treas.gov/ofac>. Purchaser hereby represents
and warrants that neither Purchaser nor, if applicable, any Underlying
Beneficial Owner or Related Person, is a country, territory, person or entity
named on an OFAC list, nor is Purchaser nor, if applicable, any Underlying
Beneficial Owner or Related Person, a natural person or entity with whom
dealings are prohibited under any OFAC regulations.

            (D) Purchaser represents and warrants that neither Purchaser nor, if
applicable, any Underlying Beneficial Owner or Related Person, is a senior
foreign political figure, or any immediate family member or close associate of a
senior foreign political figure within the meaning of, and applicable guidance
issued by the Department of the Treasury concerning, the U.S. Bank Secrecy Act
(31 U.S.C. ss.5311 et seq.), as amended, and any regulations promulgated
thereunder.

            (E) Purchaser agrees promptly to notify the Company should Purchaser
become aware of any change in the information set forth in paragraphs (A)
through (D).

            (F) Purchaser agrees to indemnify and hold harmless the Company, its
affiliates, their respective directors, officers, shareholders, employees,
agents and representatives (each, an "Indemnitee") from and against any and all
losses, liabilities, damages, penalties, costs, fees and expenses (including
legal fees and disbursements) (collectively, "Damages") which may result,
directly or indirectly, from Purchaser's misrepresentations or misstatements
contained herein or breaches hereof relating to paragraphs (A) through (D).

            (G) Purchaser understands and agrees that, notwithstanding anything
to the contrary contained in any document (including any side letters or similar
agreements), if, following Purchaser's investment in the Company, it is
discovered that the investment is or has become a Prohibited Investment, such
investment may immediately be redeemed by the Company or otherwise be subject to
the remedies required by law, and Purchaser shall have no claim against any
Indemnitee for any form of Damages as a result of such forced redemption or
other action.

            (H) Upon the written request from the Company, Purchaser agrees to
provide all information to the Company to enable the Company to comply with all
applicable anti-money laundering statutes, rules, regulations and policies,
including any policies applicable to a portfolio investment held or proposed to
be held by the Company. Purchaser understands and agrees that the Company may
release confidential information about Purchaser and, if applicable, any
Underlying Beneficial Owner(s) or Related Person(s) to any person, if the
Company, in its sole discretion, determines that such disclosure is necessary to
comply with applicable statutes, rules, regulations and policies.


                                       4
<PAGE>

      4.4 Restricted Stock. Purchaser understands and acknowledges that the
Common Stock and the Warrant Shares have not been, and when issued will not be,
registered with the Securities and Exchange Commission. Further, the Purchaser
understands and acknowledges that the certificates representing the Common Stock
and the Warrant Shares, when issued, shall bear a restrictive legend.

Section 5. Registration Rights.

      5.1 Registration Rights Granted. The Company hereby grants the following
registration rights to the Purchaser:

            (a) If the Company at any time proposes to register any of its
securities under the Act for sale to the public, whether for its own account or
for the account of other security holders or both, except with respect to
registration statements on Forms S-4, S-8 or another form not available for
registering the Registrable Securities for sale to the public, provided the
Registrable Securities are not otherwise subject to an effective registration
statement, the Company will give the Purchaser written notice ("Notice of
Registration") to cause such Registrable Securities to be included with the
securities to be covered by the registration statement proposed to be filed by
the Company. In the event that any registration pursuant to this Section 5.1(a)
shall be, in whole or in part, an underwritten public offering of Common Stock
of the Company, the number of shares of Registrable Securities to be included in
such an underwriting may be reduced by the managing underwriter if and to the
extent that the Company and the underwriter shall reasonably be of the opinion
that such inclusion would adversely affect the marketing of the securities to be
sold by the Company therein; provided, however, that the Company shall notify
the Purchaser in writing of any such reduction. "Registrable Securities" means
the number of shares of the Company's Common Stock set forth on the signature
page hereto and issuable upon exercise of the Warrant.

            (b) The Company shall file, or use its best efforts to file, a Form
SB-2 registration statement (or such other form that it is eligible to use) in
order to register the issuance of the Registrable Securities to the Purchaser
under the Securities Act with the SEC by March 22, 2004 (the "Filing Date"), and
cause, or use its best efforts to cause, such registration statement to be
declared effective by June 4, 2004 (the "Effective Date"). If the registration
statement is not declared effective by the SEC by the Effective Date or if the
Registration Statement does not remain effective and available for use, the
Company will pay Purchaser a cash payment equal to 1% of the Purchase Price. If
any of the foregoing shall continue for more than 30 days, the Company will pay
Purchaser a cash payment equal to another 1% of the Purchase Price per month
thereafter until the delinquency no longer continues, or one year after the
Closing, whichever is first.

            (c) The Company will register a number of shares of Common Stock in
the aforedescribed registration statement that is equal to the Warrant Shares
and the number of shares of the Company's Common Stock set forth on the
signature page hereto.


                                       5
<PAGE>

      5.2 Registration Procedures. If and whenever the Company is required by
the provisions hereof to effect the registration of the Registrable Securities
under the Act, the Company will:

            (a) prepare and file with the SEC a registration statement with
respect to such securities and use its best efforts to cause such registration
statement to become and remain effective for the period of the distribution
contemplated thereby (determined as herein provided), and promptly provide to
the Purchaser copies of all filings and SEC letters of comment;

            (b) prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection therewith as
may be necessary to keep such registration statement effective until the earlier
date of when: (i) all Registrable Securities have been sold or (ii) all
Registrable Securities may be sold immediately without registration under the
Securities Act and without volume restrictions pursuant to Rule 144(k), as
determined by the counsel to the Company pursuant to a written opinion letter to
such effect, addressed and acceptable to the Company's transfer agent and the
affected Holders (the "Effectiveness Period");

            (c) furnish to the Purchaser such number of copies of the
registration statement and the prospectus included therein (including each
preliminary prospectus) as the Purchaser reasonably may request to facilitate
the public sale or disposition of the securities covered by such registration
statement;

            (d) register or qualify the Purchaser's Registrable Securities
covered by such registration statement under the securities or "blue sky" laws
of such jurisdictions as the Purchaser requests, provided, however, that the
Company shall not for any such purpose be required to qualify generally to
transact business as a foreign corporation in any jurisdiction where it is not
so qualified or to consent to general service of process in any such
jurisdiction;

            (e) list the Registrable Securities covered by such registration
statement with any securities exchange on which the Common Stock of the Company
is then listed;

            (f) immediately notify the Purchaser at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of the
happening of any event of which the Company has knowledge as a result of which
the prospectus contained in such registration statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing; and

            (g) make available for inspection by the Purchaser and any attorney,
accountant or other agent retained by the Purchaser, all publicly-available,
non-confidential financial and other records, pertinent corporate documents and
properties of the Company, and cause the Company's officers, directors and
employees to supply all publicly-available, non-confidential information
reasonably requested by the attorney, accountant or agent of the Purchaser.


                                       6
<PAGE>

      5.3 Provision of Documents. In connection with the registration hereunder,
the Purchaser will furnish to the Company in writing such information and
representation letters with respect to itself and the proposed distribution by
it as reasonably shall be necessary in order to assure compliance with federal
and applicable state securities laws.

      5.4 Expenses. All expenses incurred by the Company in complying with
Section 5, including, without limitation, all registration and filing fees,
printing expenses, fees and disbursements of counsel and independent public
accountants for the Company, fees and expenses (including reasonable counsel
fees) incurred in connection with complying with state securities or "blue sky"
laws, fees of the NASD, transfer taxes, fees of transfer agents and registrars,
fees of, and disbursements incurred by, and costs of insurance are called
"Registration Expenses". All underwriting discounts and selling commissions
applicable to the sale of Registrable Securities, including any fees and
disbursements of any special counsel to the Purchaser beyond those included in
Registration Expenses, are called "Selling Expenses." The Company shall be
responsible for all Registration Expenses. All Selling Expenses in connection
with each registration statement shall be borne by Purchaser.

      5.5 Indemnification.

            (a) In the event of a registration of any Registrable Securities
under the Securities Act pursuant to Section 5, the Company will indemnify and
hold harmless the Purchaser, and its officers, directors and each other person,
if any, who controls the Purchaser within the meaning of the Securities Act,
against any losses, claims, damages or liabilities, joint or several, to which
the Purchaser, or such persons may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any registration statement
under which such Registrable Securities were registered under the Securities Act
pursuant to Section 5, any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement thereof, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and will reimburse the Purchaser, and each such person for any reasonable legal
or other expenses incurred by them in connection with investigating or defending
any such loss, claim, damage, liability or action; provided, however, that the
Company will not be liable in any such case if and to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission so made in
conformity with information furnished by the Purchaser or any such person in
writing specifically for use in any such document.

            (b) In the event of a registration of the Registrable Securities
under the Securities Act pursuant to Section 5, the Purchaser will indemnify and
hold harmless the Company, and its officers, directors and each other person, if
any, who controls the Company within the meaning of the Securities Act, against
all losses, claims, damages or liabilities, joint or several, to which the
Company or such persons may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the registration statement
under which such Registrable Securities were registered under the Securities Act
pursuant to Section 5, any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement thereof, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and will reimburse the Company and each such person for any reasonable legal or
other expenses incurred by them in connection with investigating or defending
any such loss, claim, damage, liability or action, provided, however, that the
Purchaser will be liable in any such case if and only to the extent that any
such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission so made in
conformity with information furnished in writing to the Company by the Purchaser
specifically for use in any such document.


                                       7
<PAGE>

            (c) Promptly after receipt by an indemnified party hereunder of
notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party hereunder,
notify the indemnifying party in writing thereof, but the omission so to notify
the indemnifying party shall not relieve it from any liability which it may have
to such indemnified party other than under this Section 5.5(c) and shall only
relieve it from any liability which it may have to such indemnified party under
this Section 5.5(c) if and to the extent the indemnifying party is prejudiced by
such omission. In case any such action shall be brought against any indemnified
party and it shall notify the indemnifying party of the commencement thereof,
the indemnifying party shall be entitled to participate in and, to the extent it
shall wish, to assume and undertake the defense thereof with counsel
satisfactory to such indemnified party, and, after notice from the indemnifying
party to such indemnified party of its election so to assume and undertake the
defense thereof, the indemnifying party shall not be liable to such indemnified
party under this Section 5.5(c) for any legal expenses subsequently incurred by
such indemnified party in connection with the defense thereof; if the
indemnified party retains its own counsel, then the indemnified party shall pay
all fees, costs and expenses of such counsel, provided, however, that, if the
defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be reasonable defenses available to it which are different from
or additional to those available to the indemnifying party or if the interests
of the indemnified party reasonably may be deemed to conflict with the interests
of the indemnifying party, the indemnified parties shall have the right to
select one separate counsel and to assume such legal defenses and otherwise to
participate in the defense of such action, with the reasonable expenses and fees
of such separate counsel and other expenses related to such participation to be
reimbursed by the indemnifying party as incurred.

            (d) In order to provide for just and equitable contribution in the
event of joint liability under the Securities Act in any case in which either
(i) the Purchaser, or any controlling person of the Purchaser, makes a claim for
indemnification pursuant to this Section 5.5 but it is judicially determined (by
the entry of a final judgment or decree by a court of competent jurisdiction and
the expiration of time to appeal or the denial of the last right of appeal) that
such indemnification may not be enforced in such case notwithstanding the fact
that this Section 5.5 provides for indemnification in such case, contribution
under the Securities Act may be required on the part of the Purchaser or
controlling person of the Purchaser in circumstances for which indemnification
is provided under this Section 5.5; then, and in each such case, the Company and
the Purchaser will contribute to the aggregate losses, claims, damages or
liabilities to which they may be subject (after contribution from others) in
such proportion so that the Purchaser is responsible only for the portion
represented by the percentage that the public offering price of its securities
offered by the registration statement bears to the public offering price of all
securities offered by such registration statement, provided, however, that, in
any such case, (A) the Purchaser will not be required to contribute any amount
in excess of the public offering price of all such securities offered by it
pursuant to such registration statement; and (B) no person or entity guilty of
fraudulent misrepresentation (within the meaning of Section 10(f) of the Act)
will be entitled to contribution from any person or entity who was not guilty of
such fraudulent misrepresentation.


                                       8
<PAGE>

Section 6. Brokers and Finders.

      The Company shall not be obligated to pay any commission, brokerage fee or
finder's fee based on any alleged agreement or understanding between Purchaser
and a third person in respect of the transactions contemplated hereby. Purchaser
hereby agrees to indemnify the Company against any claim by any third person for
any commission, brokerage or finder's fee or other payment with respect to this
Agreement or the transactions contemplated hereby based on any alleged agreement
or understanding between Purchaser and such third person, whether express or
implied from the actions of Purchaser.

Section 7. Indemnification.

      Purchaser hereby agrees to indemnify and defend (with counsel acceptable
to the Company) the Company and its officers, directors, employees and agents
and hold them harmless from and against any and all liability, loss, damage,
cost or expense, including costs and reasonable attorneys' fees, incurred on
account of or arising from:

      (i) Any breach of or inaccuracy in Purchaser's representations, warranties
or agreements herein or in the Subscription Application; and

      (ii) Any action, suit or proceeding based on a claim that any of
Purchaser's representations and warranties in the Subscription Application were
inaccurate or misleading, or otherwise cause for obtaining damages or redress
from the Company or any officer, director, employee or agent of the Company
under the Securities Act.

Section 8. Successors and Assigns.

      This Agreement shall bind and inure to the benefit of the Company,
Purchaser and their respective successors and assigns.

Section 9. Entire Agreement.

      This Agreement and the other writings and agreements referred to in this
Agreement or delivered pursuant to this Agreement contain the entire
understanding of the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings among the parties with
respect thereto.


                                       9
<PAGE>

Section 10. Notices.

      All notices, demands and requests of any kind to be delivered to any party
in connection with this Agreement shall be in writing and shall be deemed to
have been duly given if personally delivered or if sent by
internationally-recognized overnight courier or by registered or certified mail,
return receipt requested and postage prepaid, addressed as follows:

            if to the Company, to:

                  Universal Guardian Holdings, Inc.
                  3001 Redhill Avenue, Building 4, Suites 219-226
                  Costa Mesa, CA 92626
                  Attention:  Michael J. Skellern

                  with a copy to:

                  Richardson & Patel LLP
                  10900 Wilshire Blvd., Suite 500
                  Los Angeles, CA 90024
                  Telecopier: (310) 208-1154
                  Attention: Kevin Friedmann, Esq.

            if to Purchaser, to:

                  the address of Purchaser set forth on the
                  signature page hereto;

or to such other address as the party to whom notice is to be given may have
furnished to the other parties to this Agreement in writing in accordance with
the provisions of this Section 10. Any such notice or communication shall be
deemed to have been received (i) in the case of personal delivery, on the date
of such delivery, (ii) in the case of internationally-recognized overnight
courier, on the next business day after the date when sent and (iii) in the case
of mailing, on the third business day following that on which the piece of mail
containing such communication is posted.

Section 11. Amendments.

      This Agreement may not be modified or amended, or any of the provisions of
this Agreement waived, except by written agreement of the Company and Purchaser.

Section 12. Governing Law; Waiver of Jury Trial.

      All questions concerning the construction, interpretation and validity of
this Agreement shall be governed by and construed and enforced in accordance
with the domestic laws of Delaware without giving effect to any choice or
conflict of law provision or rule (whether in the State of Delaware or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of Delaware. In furtherance of the foregoing, the internal
law of the State of Delaware will control the interpretation and construction of
this Agreement, even if under such jurisdiction's choice of law or conflict of
law analysis, the substantive law of some other jurisdiction would ordinarily or
necessarily apply.


                                       10
<PAGE>

      BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS
ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON
AND THE PARTIES WISH APPLICABLE LAWS TO APPLY (RATHER THAN ARBITRATION RULES),
THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH
APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF
THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY
RIGHTS OR REMEDIES UNDER THIS AGREEMENT OR ANY DOCUMENTS RELATED HERETO.

Section 13. Submission to Jurisdiction.

      Any legal action or proceeding with respect to this Agreement or the other
Financing Documents may be brought in the courts of the State of California and
the United States of America located in the City of Los Angeles, California,
U.S.A. and, by execution and delivery of this Agreement, the Company hereby
accepts for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts. Purchaser hereby
irrevocably waives, in connection with any such action or proceeding, any
objection, including, without limitation, any objection to the venue or based on
the grounds of forum non conveniens, which it may now or hereafter have to the
bringing of any such action or proceeding in such respective jurisdictions.
Purchaser hereby irrevocably consents to the service of process of any of the
aforementioned courts in any such action or proceeding by the mailing of copies
thereof by registered or certified mail, postage prepaid, to it at its address
as set forth herein.

Section 14. Severability.

      It is the desire and intent of the parties that the provisions of this
Agreement be enforced to the fullest extent permissible under the law and public
policies applied in each jurisdiction in which enforcement is sought.
Accordingly, in the event that any provision of this Agreement would be held in
any jurisdiction to be invalid, prohibited or unenforceable for any reason, such
provision, as to such jurisdiction, shall be ineffective, without invalidating
the remaining provisions of this Agreement or affecting the validity or
enforceability of such provision in any jurisdiction. Notwithstanding the
foregoing, if such provision could be more narrowly drawn so as not to be
invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such
jurisdiction, be so narrowly drawn, without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction.

Section 15. Independence of Agreements, Covenants, Representations and
Warranties.

      All agreements and covenants hereunder shall be given independent effect
so that if a certain action or condition constitutes a default under a certain
agreement or covenant, the fact that such action or condition is permitted by
another agreement or covenant shall not affect the occurrence of such default,
unless expressly permitted under an exception to such covenant. In addition, all
representations and warranties hereunder shall be given independent effect so
that if a particular representation or warranty proves to be incorrect or is
breached, the fact that another representation or warranty concerning the same
or similar subject matter is correct or is not breached will not affect the
incorrectness of or a breach of a representation and warranty hereunder. The
exhibits and any schedules attached hereto are hereby made part of this
Agreement in all respects.


                                       11
<PAGE>

Section 16. Counterparts.

      This Agreement may be executed in any number of counterparts, and each
such counterpart of this Agreement shall be deemed to be an original instrument,
but all such counterparts together shall constitute but one agreement. Facsimile
counterpart signatures to this Agreement shall be acceptable and binding.

Section 17. Headings.

      The section and paragraph headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

Section 18. Expenses.

      Purchaser shall pay Purchaser's own fees and expenses incurred in
connection with the preparation, negotiation, execution and delivery of the
Financing Documents.

Section 19. Preparation of Agreement.

      The Company prepared this Agreement the Subscription Application and the
Warrant solely on its behalf. Each party to this Agreement acknowledges that:
(i) the party had the advice of, or sufficient opportunity to obtain the advice
of, legal counsel separate and independent of legal counsel for any other party
hereto; (ii) the terms of the transactions contemplated by this Agreement are
fair and reasonable to such party; and (iii) such party has voluntarily entered
into the transactions contemplated by this Agreement without duress or coercion.
Each party further acknowledges that such party was not represented by the legal
counsel of any other party hereto in connection with the transactions
contemplated by this Agreement, nor was he or it under any belief or
understanding that such legal counsel was representing his or its interests.
Each party agrees that no conflict, omission or ambiguity in this Agreement, or
the interpretation thereof, shall be presumed, implied or otherwise construed
against any other party to this Agreement on the basis that such party was
responsible for drafting this Agreement.

                                    * * * * *


                                       12
<PAGE>

      IN WITNESS WHEREOF, each of the undersigned has duly executed this Common
Stock Purchase Agreement as of the date first written above.

                                        COMPANY:

                                        UNIVERSAL GUARDIAN HOLDINGS, INC.


                                        By: /s/ Michael J. Skellern
                                           -------------------------------------
                                           Name:  Michael J. Skellern
                                           Title:  President

PURCHASER:

/s/ Michael Appleby
-----------------------------------     ----------------------------------------
Name of Purchaser (Individual or        Name of Individual representing
Institution)                            Purchaser (if an Institution)


-----------------------------------     ----------------------------------------
Title of Individual representing        Signature of Individual Purchaser or
  Purchaser (if an Institution)         Individual representing Purchaser


                                        Address:

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

                                        Telephone:

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

                                        Telecopier:

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

Number of Shares                        Aggregate Purchase Price
----------------                        ------------------------

1,805,054 shares of                     $500,000
Common Stock, par value
$0.001

<PAGE>

                                    EXHIBIT A

                        EXECUTED SUBSCRIPTION APPLICATION

                                 (see attached)

<PAGE>

                                    EXHIBIT B

                                EXECUTED WARRANT

                                 (see attached)