INVESTMENT AGREEMENT


         THIS INVESTMENT AGREEMENT, made and entered into this 12th day of
January, 2000, by and among BRISTOL RETAIL SOLUTIONS, INC., a corporation
incorporated under the laws of the State of Delaware (the "Company"), BERTHEL
SBIC, LLC, a Delaware limited liability company (the "Investor") and Lawrence
Cohen, (the "Principal"):

                                    RECITALS

         WHEREAS, the Company has an authorized capitalization of 20,000,000
shares of common stock, .001 par value (the "Common Stock"), of which 6,968,000
shares are issued and outstanding, and 5,000,000 shares of preferred stock; and

         WHEREAS, the Company is and will be principally engaged in the resale
of point of sale hardware and software; and

         WHEREAS, the Company proposes to sell to the Investor and the Investor
is prepared under the terms and conditions specified herein, to purchase 500,000
shares of the Series C Convertible Preferred Stock; and

         WHEREAS, the Company proposes to sell to the Investor and the Investor
is prepared under the terms and conditions specified herein, to purchase a
warrant for the purchase of 425,000 shares of the Common Stock; and

         WHEREAS, the parties hereto wish to agree to the terms and conditions
of the foregoing sale and purchase, and other related matters, to the extent set
forth herein;

         NOW, THEREFORE, in consideration of the foregoing, the premises and
representations contained herein, and the payment of valuable consideration,
receipt of which is hereby acknowledged by each party hereto, it is agreed as
follows:

                                      TERMS

I.       SALE AND PURCHASE OF SECURITIES

         Subject to the terms, conditions and warranties that follow, the
         Company agrees to sell to the Investor, and subject to the terms and
         conditions herein, and on the basis of the representations and
         warranties set forth herein, the Investor agrees to purchase from the
         Company the following securities:

         A.       Five Hundred Thousand (500,000) shares of the Series C
                  Convertible Preferred Stock (the "Series C Preferred Stock"),
                  having the rights and preferences set forth in the Certificate
                  of Designation for such Series C Preferred Stock, attached
                  hereto as Exhibit I.A, at a price per share of Two and no/100
                  Dollars ($2.00).
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         B.       A Warrant (the "Warrant"), in the form designated as Exhibit
                  I.B hereto, for the purchase of Four Hundred Twenty-Five
                  Thousand (425,000) shares of the Common Stock (the "Warrant
                  Shares").

II.      RESERVED.

III.     CLOSING

         A.       The closing shall take place at the offices of Bradley & Riley
                  PC and the Closing Date shall be on January 12, 2000, or such
                  other time and/or place as the parties may mutually agree in
                  writing, and the date of which closing shall be the "Closing
                  Date".

         B.       The Investor shall purchase the Series C Preferred Stock and
                  Warrant subject to the terms and conditions of this Agreement,
                  by delivery to the Company, on the Closing Date, of a check or
                  wire transfer to an account designated by the Company, in the
                  amount of the Purchase Price.

         C.       The Company shall simultaneously therewith issue and deliver
                  to the Investor on such Closing Date an executed Series C
                  Preferred Stock in favor of the Investor in the amount of the
                  Purchase Price, and the Warrant.

IV.      SURRENDER AND CANCELLATION OF PRINCIPAL OPTIONS

         The Company and the Principal agree that either: (i) not later than the
         close of business on June 1, 2000 the Principal shall surrender,
         without exercise by the Principal, options granted to the Principal by
         the Company for the acquisition of 1,330,000 shares of Common Stock, at
         an average exercise price per share of $1.06, and the Company shall
         thereupon cancel such options, or (ii) such options shall expire by
         their terms not later than the close of business on such date,
         unexercised.

V.       CONDITIONS PRECEDENT TO THE INVESTOR'S OBLIGATION TO PURCHASE

         The Investor's obligation to purchase the Series C Preferred Stock and
         Warrant from the Company shall be subject to the performance of the
         Company of all its agreements to be performed hereunder before the time
         of such purchase, to the accuracy of the covenants, representations and
         warranties of the Companies herein contained, and to the satisfaction
         of the following further conditions precedent:

         A.       Delivery of a certified copy of the resolution of the Board of
                  Directors of the Company, designated as Exhibit V.A,
                  authorizing the execution, delivery and performance of this
                  Agreement, and the execution and delivery of the Series C
                  Preferred Stock and Warrant called for hereunder.

         B.       Delivery of the opinion of the Company's counsel, Atlas,
                  Pearlman, Trop & Borkson, P.A., dated the Closing Date in the
                  form of Exhibit V.B hereto.

         C.       Delivery of SBA Form 480 Size Status Declaration, SBA Form
                  1031 Portfolio Financing Report, and SBA Form 652(d) Assurance
                  of Compliance.

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         D.       Delivery of a certificate or certificate of the President or
                  Chief Financial Officer of the Company, attached hereto as
                  Exhibit V.D, dated the Closing Date to the effect that there
                  is no condition or event constituting an event of default as
                  defined herein, and that the representations and warranties
                  set forth in Section VI are true and correct as of the Closing
                  Date.

         E.       Delivery of a certified copy of the Certificate of
                  Incorporation and By-Laws of the Company, which shall be
                  attached to this Agreement as Exhibit V.E.

         F.       Delivery of such other documents or instruments as the
                  Investor may reasonably request, consistent, however, with the
                  provisions of this Agreement.

         G.       As a further condition to the purchase of the Series C
                  Preferred Stock and Warrant hereunder:

                  1.       Each of the representations and warranties contained
                           in Section VI shall be true and correct on the date
                           hereof and as of the Closing Date as if such
                           representations and warranties had been made again as
                           of such later date.

                  2.       The Company shall not be in default hereunder or
                           under any other material agreement and no event shall
                           have occurred, but for the giving of notice or lapse
                           of time or both, which would constitute a default
                           hereunder or thereunder.

                  3.       The Principal, and any other shareholder of the
                           Company holding anti-dilution and/or stock issuance
                           rights, if any, pertaining to the Common Stock held
                           by such shareholder, shall have waived such rights
                           with respect to the issuance of the Preferred Stock
                           and the Warrant, and the issuances of the Common
                           Stock contemplated thereby.

VI.      REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         To induce the Investor to purchase the Series C Preferred Stock and
         Warrant issued hereunder, the Company represents and warrants to the
         Investor that:

         A.       The Company is duly incorporated and validly existing and in
                  good standing under the laws of the State of Delaware, with
                  all franchise and other taxes, currently or previously due,
                  paid, authorized to carry on the business in which they are
                  engaged and to own the property owned by them and to execute
                  and deliver this Agreement, the Series C Preferred Stock and
                  the Warrant, and to perform and observe the provisions hereof
                  and thereof and that they are duly qualified, licensed and in
                  good standing in each state where licensing is required by the
                  nature of their business or the character and location of
                  their property, except where the failure to so qualify would
                  not have a material adverse effect on the Company or its
                  operations.

         B.       There is: (i) no litigation, proceeding or governmental
                  investigation pending nor to the best of the knowledge and
                  belief of the executive officers and directors of the Company,
                  are there any actions at law or suits in equity that may be
                  threatened against the Company, except those items listed in
                  the Company Disclosure Schedule, attached hereto as Exhibit
                  VI, or in the documents filed by the Company with the
                  Securities Exchange Commission (the "SEC"), and publicly

                                      -3-
<PAGE>

                  available on the EDGAR system (the "Company SEC Filings") nor
                  do the executive officers or the Board of Directors of the
                  Company have any knowledge of any pending and/or threatened
                  actions at law or suits in equity which might affect this
                  transaction; (ii) no proceeding before any governmental
                  commission, bureau or other administrative agency pending, or
                  to the knowledge of the executive officers and directors of
                  the Company, threatened against the Company except as listed
                  in the Company Disclosure Schedule; and (iii) no material
                  change in the financial condition or affecting the business or
                  properties of the Company that is not reflected on the balance
                  sheet of the Company as of September 30, 1999, attached hereto
                  as Exhibit VI.B (the "Company Balance Sheet"); and (iv) no
                  outstanding indebtedness of the Company other than that
                  reflected on the Company Balance Sheet, except for changes in
                  accounts payable incurred in the ordinary and normal course of
                  business.

         C.       The making and performance by the Company of this Agreement,
                  the Series C Preferred Stock and the Warrant, and all other
                  documents required hereby have been duly authorized by all
                  corporate action and will not (i) conflict with or result in
                  any breach of any of the terms, conditions or provisions of
                  the Certificate of Incorporation or Bylaws of the Company or
                  of any material indenture, mortgage, deed of trust, loan
                  agreement, contract, agreement or other instrument or of any
                  regulation, order, injunction or decree of any court or
                  governmental or public body or authority to which the Company
                  is a party or by which they may be bound or to which they are
                  subject or (ii) constitute a default thereunder or an event
                  that, but for the giving of notice or lapse of time or both,
                  would constitute a default thereunder or (iii) result in the
                  creation or imposition of any lien, charge or encumbrance of
                  any nature whatsoever upon any of the properties or assets of
                  the Company.

         D.       The Company has corporate power to enter into this Agreement
                  as herein contemplated and have taken all necessary corporate
                  action to authorize the provisions of this Agreement herein
                  provided for upon the terms and conditions herein set forth
                  and to execute and deliver the Series C Preferred Stock, the
                  Warrant and this Agreement, and this Agreement is, and such
                  instruments, upon delivery thereof will be valid and
                  enforceable obligations of the Company in accordance with
                  their terms, except as enforcement may be limited by
                  bankruptcy, insolvency, reorganization, moratorium,
                  preference, fraudulent conveyance or other laws affecting the
                  enforcement of creditors' rights or remedies generally now or
                  hereafter in effect and by the availability of equitable
                  remedies, regardless of whether the same are considered in a
                  proceeding in equity or at law.

         E.       There are no liabilities of the Company known to its executive
                  officers or directors, contingent or otherwise, not reflected
                  on the Company Balance Sheet and since the date of the Company
                  Balance Sheet, the Company has not issued, sold or acquired
                  any of their shares of any class or declared or paid any
                  dividends on their outstanding shares.

         F.       The Company Balance Sheet is a true and correct and fairly
                  presents, in conformity with generally accepted accounting
                  principles, consistently applied in all material respects
                  throughout the periods indicated ("GAAP"), the financial
                  position and the results of operation of the Company as of the
                  date indicated and for the respective period indicated,
                  subject to normal recurring adjustments.


                                      -4-
<PAGE>

         G.       The Company is not party to any contract or agreement made
                  otherwise than in the ordinary course of business, except as
                  disclosed in the Company Disclosure Schedule or the Company
                  SEC Filings.

         H.       The Company has authorized 20,000,000 shares of the Common
                  Stock, of which 6,968,200 shares are validly issued and
                  outstanding. Except as set forth in the Company Disclosure
                  Schedule or the Company SEC Filings, other than the Warrant,
                  there is no agreement, obligation or duty of any kind of the
                  Company to issue or authorize additional Common Stock, or any
                  other capital stock.

         I.       The Company has authorized 4,000,000 shares of preferred
                  stock; it has designated the rights and preferences of shares
                  of 4,000,000 shares of Series A Preferred Stock, of which only
                  1,000,000 shares were ever issued, no shares of which are
                  issued or outstanding, and which class has been canceled by
                  the Board of Directors of the Company; it has designated the
                  rights and preferences of 1,000,000 shares of Series B
                  Preferred Stock, of which 400,000 shares are issued and
                  outstanding; and it has designated the rights and preferences
                  of 500,000 shares of Series C Preferred Stock, of which no
                  shares were issued and outstanding prior to the Closing
                  hereunder; and it has designated the rights and preferences of
                  100,000 shares of Series B Participating Preferred Stock, of
                  which no shares have ever been issued.

         J.       The Company is a "small business concern" as such term is
                  defined in the Small Business Investment Act of 1958, as
                  amended, and in the Regulations of the Small Business
                  Administration as promulgated thereunder.

         K.       The Company has good and marketable title to its properties
                  and assets, including the properties and assets reflected in
                  its financial statements furnished to the Investor and has all
                  permits, licenses, and franchise rights necessary to allow it
                  to conduct its business as now operated and, so far as the
                  Company can now foresee, as proposed to be operated, and no
                  royalties or commissions are payable under the license or
                  franchise agreements to any shareholder, officer or director
                  of the Company.

         L.       Except as set forth in the Company Disclosure Schedule or the
                  Company SEC Filings, the Company has no (i) subsidiaries; (ii)
                  other investments (either in equity or debt securities) or
                  interests in any other person or company; or (iii) commitment
                  to acquire any such subsidiary or any such investment or
                  interest.

         M.       The Company Disclosure Schedule or the Company SEC Filings
                  list, among other documents and matters set forth elsewhere
                  herein:

                  1.       All material contracts or other commitments to which
                           the Company is a party or is bound.

                  2.       Any and all contracts or commitments relating to the
                           management of the Company to which a shareholder
                           and/or director and/or officer of the Company is a
                           party and all leases of real and/or personal property
                           to which the Company is a party.

                                      -5-
<PAGE>

                  3.       All stockholder agreements to which the Company is a
                           party, or which relate to or affect the equity
                           ownership of either the Company.

                  4.       Any options to purchase real estate granted or held
                           by the Company. On or prior to the date hereof, the
                           Company has delivered to the Investor a true and
                           correct copy of each of the documents listed on the
                           Company Disclosure Schedule, initialed by the
                           President or Secretary of the Company for
                           identification.

         N.       The Company, taken together with its "affiliates" (as that
                  term is defined in 13 C.F.R. ss.121.103), is a "Small Business
                  Concern" within the meaning of 15 U.S.C.ss.662(5), that is
                  Section r 103(5) of the Small Business Investment Act of 1958,
                  as amended (the "SBIC Act"), and the regulations thereunder,
                  including 13 C.F.R.ss.107, and meets the applicable size
                  eligibility criteria set forth in 13 C.F.R.ss.121.301(c)(1) or
                  the industry standard covering the industry in which the
                  Company is primarily engaged as set forth in 13 C.F.R.
                  ss.121.301(c)(2).

         O.       The Company does not presently engage in any activities for
                  which a small business investment company is prohibited from
                  providing funds by the SBIC Act and the regulations
                  thereunder, including 13 C.F.R.ss.107.

         P.       The Company has its principal business operations in the
                  United States or its territories.

         Q.       The Company has a class of securities registered pursuant to
                  Section 12(b) of the Securities Exchange Act of 1934
                  ("Exchange Act") or a class of equity securities registered
                  pursuant to Section 12(g) of the Exchange Act or is required
                  to file reports pursuant to Section 15(d) of the Exchange Act.

         R.       The Company: (a) has been subject to the requirements of
                  Section 12 or 15(d) of the Exchange Act and has filed all the
                  material required to be filed pursuant to Sections 13, 14 or
                  15(d) for a period of at least twelve calendar months; and (b)
                  has filed in a timely manner all reports required to be filed
                  during the twelve calendar months and any portion of a month
                  immediately preceding this Agreement and, if the Company has
                  used (during the twelve calendar months and any portion of a
                  month immediately preceding the date hereof) Rule 12b-25(b)
                  under the Exchange Act with respect to a report or a portion
                  of a report, that report or portion thereof has actually been
                  filed within the time period prescribed.

         S.       Neither the Company nor any of its consolidated or
                  unconsolidated subsidiaries have, since the end of the last
                  fiscal year for which certified financial statements of the
                  registrant and its consolidated subsidiaries were included in
                  a report filed pursuant to Section 13(a) or 15(d) of the
                  Exchange Act: (a) failed to pay any dividend or sinking fund
                  installment on preferred stock; or (b) defaulted (i) on any
                  installment or installments on indebtedness for borrowed
                  money, or (ii) on any rental on one or more long term leases,
                  which defaults in the aggregate are material to the financial
                  position of the Company and its consolidated and
                  unconsolidated subsidiaries, taken as a whole.


                                      -6-
<PAGE>

         T.       The Principal owns options to purchase 2,660,000 shares of
                  Common Stock, at an average exercise price per share of $0.63;
                  warrants to purchase 20,000 shares of Common Stock, at an
                  average exercise price per share of $6.00; and 1,285,600
                  shares of Common Stock. The spouse of the Principal is the
                  owner of 31,775 shares of Common Stock, and warrants to
                  purchase 5,000 shares of Common Stock. The Principal is not
                  the beneficial owner of any other shares of Common Stock, or
                  rights to acquire the Common Stock of the Company.

         U.       The Company has set aside 131,845 shares of Common Stock for
                  issuance pursuant to its 1997 Employee Stock Purchase Plan.

         V.       The Company has granted to its employees, officers and
                  directors, options to acquire 3,410,000 shares, at an average
                  price per share of $0.92. Other than such options, the Company
                  has no other outstanding options to acquire the Common Stock.
                  The Company has set aside an additional 40,000 shares of its
                  common stock for issuance pursuant to its option plan for
                  employees, officers and directors.

         W.       The Company has issued, in the amounts and to the parties set
                  forth on the Company Disclosure Schedule, warrants to purchase
                  1,306,312 shares of Common Stock, at an average exercise price
                  per share of $5.21. Other than such warrants, the Company has
                  no other outstanding warrants to acquire the Common Stock.

VII.     AFFIRMATIVE COVENANTS OF THE COMPANIES

         The Companies covenant and agree that from the date hereof, and so long
         as the Investor and/or its assigns shall, collectively be holders of
         the Warrant or of three percent (3%) or more of the outstanding Common
         Stock of the Company that the Companies will:

         a.       Maintain true and accurate accounting records in accordance
                  with GAAP; and shall provide to the Investor:

                  1.       Monthly and year-to-date income statements, balance
                           sheets, and cash flow statements for each of the
                           Companies within thirty (30) days after the end of
                           each month, prepared (although unaudited) in
                           accordance with GAAP, and certified by the Chief
                           Financial Officer of each of the Companies.

                  2.       Within forty-five (45) days after the end of each
                           quarter, a consolidated balance sheet of the Company
                           and any other subsidiary that may or may not be
                           acquired after Closing Date.

                  3.       Within ninety (90) days after the end of each fiscal
                           year, a certified audit report prepared by a Board
                           agreed upon certified public accounting firm (which
                           shall be a Big Six firm or another firm of recognized
                           standing acceptable to the Investor and the Board)
                           prepared in accordance with GAAP accounting
                           principles and, together with these reports, a copy
                           of such firm's management letter which shall include
                           a statement with reference to the Company's
                           compliance with its financial covenants in its
                           material agreements.

                                      -7-
<PAGE>

                           Each report described above in (1), (2) and (3) shall
                           set forth in each case comparisons to the Budget (as
                           described below) and the corresponding period to the
                           previous fiscal year, all in reasonable detail and
                           signed, subject in the case of unaudited reports to
                           changes resulting from year-end audit adjustments, by
                           the Chief Financial Officer of the Company, who shall
                           also certify that the Company is not in default under
                           the Company's Certificate of Incorporation, its
                           By-Laws, this Agreement or any other agreements to
                           which it is a party or to which it or any of its
                           properties is subject.

                  4.       Thirty (30) days prior to each fiscal year-end
                           (except as to the fiscal year ended December 31,
                           1999, in which case, within forty-five (45) days
                           after the fiscal year end), a detailed operating
                           budget (the "Budget"), complete with written
                           narrative, for the subsequent fiscal year. The Budget
                           shall be broken down on a month-to-month basis and
                           shall include detailed balance sheets, profit and
                           loss statements, and cash flow statements. All
                           budgets will be approved by the Board of Directors
                           prior to the beginning of each fiscal year. The
                           Investor expressly acknowledges that the failure of
                           the Company to meet or fulfill an annual Budget shall
                           not alone constitute an Event of Default pursuant to
                           this Investment Agreement; PROVIDED, however, that
                           such acknowledgment shall not affect, limit or
                           preclude the existence or declaration of an Event of
                           Default under any other provision of this Agreement.

                  5.       Within ten (10) days of issuance, duplicate copies of
                           any material written communications received from or
                           delivered by either of the Companies to their
                           stockholders, the Board of Directors, any
                           committee(s) thereof, lenders or with the financial
                           community at large and any reports filed by the
                           Company with and securities exchange, the National
                           Association of Securities Dealers, Inc., any
                           governmental official or agency.

                  6.       Copies of all Federal and State Income Tax Returns
                           filed by the Companies within twenty (20) days of
                           filing thereof.

                  7.       All other information reasonably requested by the
                           Investor.

         B.       Give immediate notice to the Investor, or its assigns, by
                  telephone, with confirmation in writing, of any failure by
                  either of the Companies to file timely Federal, State or local
                  tax returns, or any material default by the Company on any
                  obligation, or violation of the terms and conditions of any
                  such obligation.

         C.       Promptly pay and discharge, when due, all of their taxes and
                  assessments of any kind whatsoever as well as all of their
                  claims and other liabilities which, if unpaid, might become a
                  lien or charge upon their property or assets, except those
                  contested in good faith and in appropriate proceedings
                  diligently prosecuted.

         D.       At all times maintain on all of their insurable property, real
                  and personal, adequate insurance against loss or damage by
                  fire and from other casualties, contingencies, hazards and
                  liabilities (including public liability and products liability
                  insurance) in such amounts, with such carriers and for such
                  coverage as are reasonable and proper in accordance with sound
                  business practice and as customarily carried by businesses
                  similarly situated.

                                      -8-
<PAGE>

         E.       Take all action necessary to preserve and maintain their
                  corporate existence as well as their right to continue
                  business.

         F.       Promptly notify the Investor or its assigns of any default,
                  declared or otherwise, of the Company in the performance or
                  observance of any material obligation or material condition of
                  any indebtedness or other material agreement of the Company.

         G.       Indemnify and hold harmless the Investor and its assigns from
                  any and all claims for a broker's or finder's fee arising out
                  of this transaction.

         H.       Execute such documents, forms, or other instruments and
                  furnish such information as may be required to effectuate this
                  Agreement and/or to comply with any Rules and Regulations of
                  the Small Business Investment Act of 1958 and Amendments
                  thereto and/or of the Small Business Administration.

         I.       Furnish to the Investor or its assigns with reasonable
                  promptness, such other information concerning the business,
                  financial conditions, results of operation and ownership of
                  the Company and of each subsidiary, if any, as may be
                  reasonably requested by the Investor and at any and all
                  reasonable times during business hours, upon written request,
                  permit the Investor, by its agents and attorneys to examine
                  all the books of account, records, reports and financial
                  papers of the Company.

         J.       Maintain its property in good repair, working order and
                  condition; from time to time to make all needful and proper
                  repairs, replacements, additions, betterments and improvements
                  thereto; and comply in all material respects with the
                  requirements of all governmental authorities, so that the
                  business carried on by the Companies may be properly conducted
                  at all times in accordance with prudent business management.


         K.       Keep in full force and effect the life insurance policy on the
                  life of the Michael Pollastro, required by the terms of this
                  Agreement, so long as Michael Pollastro shall be employed by,
                  or party to a written or oral independent contractor agreement
                  with, the Company, and so long as the Company is able to
                  obtain such insurance policy at an annual cost to the Company
                  not in excess of $10,000.

         L.       Use the proceeds from the Investor's purchase of the Series C
                  Preferred Stock and the Warrant solely for purposes set forth
                  on Exhibit VII.L , and for no other purposes; and to assure
                  such application, (i) deliver to the Investor, within ninety
                  (90) days of the Closing, a written report, certified as
                  correct by the Principal, verifying the purposes and amounts
                  for which the purchase price for the Series C Preferred Stock
                  and Warrant have been disbursed and, if the proceeds have not
                  been fully disbursed within that ninety (90) day period, an
                  additional report shall be delivered not later than the end of
                  each succeeding ninety (90) period verifying the purposes and
                  amounts for which the proceeds have been disbursed; and (ii)
                  supply to the Investor such additional information and
                  documents as the Investor reasonably requests with respect to
                  the use of proceeds and permit the Investor to have access to
                  any and all Company records and information and personnel as
                  the Investor deems necessary to verify how proceeds have been
                  or are being used, and to assure that the proceeds have been
                  used for the purposes specified. (The Company acknowledges (a)
                  that the Investor is a federally licensed small business

                                      -9-
<PAGE>

                  investment company and is subject to the regulations
                  promulgated by the SBA relating to the small business
                  investment company program (the "Regulations"), that the
                  Regulations prohibited certain uses of proceeds of loans made
                  by small business investment companies, as follows: (i)
                  personal use of loan proceeds by shareholders, officers, and
                  employees of the Company; (ii) any relending or reinvestment
                  of loan proceeds, if the Company's primary business activity
                  of the Company involves, directly or indirectly, providing
                  funds to others; the purchasing debt obligations factoring; or
                  long- term leasing of equipment with no provision for
                  maintenance or repair; (iii) purchasing any stock in or
                  providing capital to any small business investment company;
                  (iv) making any real estate purchases if the Company is
                  classified under Major Group 65 of the Standard Industrial
                  Classification Manual, unless such transaction would otherwise
                  be exempt by virtue of Section 901(c) of the Regulations; (v)
                  any use of proceeds that is contrary to the public interest,
                  including, but not limited to, activities which are in
                  violation of law, or inconsistent with free competitive
                  enterprise; or (vi) foreign investment and use outside the
                  United States, except as permitted under Section 901(e) of the
                  Regulations; and (b) the Company represents, covenants and
                  agrees that no portion of the proceeds shall be used for any
                  of the foregoing prohibited purposes or for any purposes not
                  expressly permitted by this Agreement and the Regulations, and
                  that any prohibited use of any portion of the proceeds shall
                  constitute a material breach of this Agreement and shall,
                  notwithstanding any other provision hereof to the contrary, at
                  the option of the Investor, cause all amounts invested
                  hereunder shall become immediately due and payable upon
                  written notice to the Company.)

         M.       Furnish such information as shall be required by the SBA
                  concerning the economic impact of the Investor's investment in
                  the Company, including but not limited to, information
                  concerning federal, state and local income taxes paid, number
                  of employees, gross revenues, source of revenue growth,
                  after-tax profit or loss, and federal, state and employee
                  income tax withholding; furnish annually all required
                  information on the appropriate SBA forms; furnish or cause to
                  be furnished to the SBA such other information regarding the
                  business, affairs and condition of the Company as the SBA may
                  from time to time reasonably request in connection with the
                  Investor's investment hereunder.

         N.       Permit SBA examiners or the SBA to inspect the books and any
                  of the properties or assets of the Company and its
                  subsidiaries, and to discuss the Company business with senior
                  management employees at such reasonable times as the SBA may
                  from time to time request in connection with the Investor's
                  investment hereunder.

         O.       Assure that at all times the Bylaws of the Company, as
                  necessary to assure that such provision is enforceable
                  according to its terms, shall contain a provision for
                  indemnification of directors to the fullest extent permitted
                  by applicable law.

         P.       Promptly pay all taxes, including excise taxes, unless
                  contested in good faith, as well as lawful claims for labor,
                  materials, and supplies which, if unpaid, might become a lien
                  or charge on any of their properties.

         Q.       Promptly notify the Investors of any material adverse change
                  in the condition of the Companies, financial or otherwise,
                  including material obligations.

                                      -10-
<PAGE>

         R.       Maintain compliance in all material respects with all
                  applicable laws, regulations, ordinances, rule and orders,
                  including but not limited to legislative and regulatory
                  requirements of ERISA, EPA, OSHA, etc.

         S.       Acquire and maintain directors and officers liability
                  insurance.

         T.       Provide in each of their By-laws for a number of directors not
                  to exceed seven (7) members, and also provide in such By-laws
                  that:

                  1.       Any two members of the respective Boards of Directors
                           shall have the right to call a meeting of such Board
                           of Directors at the principal office of the Company,
                           as applicable, upon at least forty-eight hours prior
                           notice;

                  2.       A majority of the members of the Board of Directors
                           shall constitute a quorum.

         U.       Within thirty (30) days of the Closing Date, adopt a written
                  policy regarding related party transactions.

         V.       Maintain all commercially reasonable protections of their
                  proprietary information.

         W.       Unless the Company is unable, with reasonable best efforts, to
                  obtain such insurance policy at an annual cost to the Company
                  not in excess of $10,000, deliver to Investor, within 45 days
                  after the Closing Date, satisfactory evidence of issuance of a
                  life insurance policy, or "binder" to issue a policy to the
                  Company, by an acceptable insurance company, in the amount of
                  One Million Dollars ($1,000,000) on the life of the Michael
                  Pollastro, which policy shall be non-cancellable for so long
                  as Michael Pollastro shall be employed by, or party to a
                  written or oral independent contractor agreement with, the
                  Company, and the Series C Preferred Stock is outstanding, and
                  the proceeds of which upon the death of Michael Pollastro
                  shall be applied first to redeem the Series C Preferred Stock
                  with the balance of the proceeds, if any, to be used by the
                  Company in its discretion.

         X.       Maintain its principal business operations in the United
                  States or its territories.

         Y.       Maintain the registration of the class of its securities
                  currently registered pursuant to Section 12(g) of the Exchange
                  Act.

         Z.       File all the material required to be filed pursuant to
                  Sections 13, 14 or 15(d) of the Exchange Act for a period of
                  at least twelve calendar months; and file in a timely manner
                  all reports required to be filed pursuant to such Sections.

         AA.      Assure that the Principal shall, within the time periods
                  permitted for such filings to be deemed timely by the SEC,
                  file all required Forms 3, 4 and 5, and Schedules 13D and/or
                  13G with respect to his beneficial ownership of the Common
                  Stock, or rights to acquire the Common Stock, of the Company.


                                      -11-
<PAGE>

VIII.    NEGATIVE COVENANTS OF THE COMPANIES

         The Company covenants and agrees that from the date hereof, and so long
         as the Investor and/or its assigns shall, collectively be holders of
         the Warrant or of three percent (3%) or more of the outstanding Common
         Stock of the Company that the Company will not:

         A.       Make any redemption or purchase or otherwise acquire any of
                  its capital stock, now or hereafter issued other than
                  mandatory redemptions required by the terms of the Series B
                  Preferred Stock presently outstanding, or an optional
                  redemption by the Company of the Series B Preferred Stock
                  presently outstanding.

         B.       Guarantee, endorse or otherwise become surety for any
                  obligations of others or purchase any evidence of indebtedness
                  or securities (including stock) or the business or
                  substantially all of the property of any other person or make
                  any capital contribution or capital advance to any other
                  person or firm except (i) guarantees of the indebtedness of
                  wholly-owned subsidiaries of the Company; (ii) guarantees
                  undertaken in connection with, and as required to permit
                  acquisition by the Company of the stock, or all or
                  substantially all of the assets of another entity or business.

         C.       Modify or amend its Certificate of Incorporation or Bylaws or
                  change in any manner its capitalization as to adversely affect
                  the Investor; provided, however, without limiting the
                  foregoing, that the Company may: (i) increase the authorized
                  number of common or preferred shares; and (ii) effect stock
                  splits.

         D.       Make any loans or advances to any of their officers or
                  directors or any persons related to such persons.

         E.       Enter into, or permit to remain in effect, any agreement to
                  rent or lease any real or personal property except those
                  rental agreements listed in the Company Disclosure Schedule,
                  other than in the ordinary course of business.

         F.       Enter into any sale and lease-back arrangement, other than in
                  the ordinary course of business.

         G.       Make any payment of principal upon or purchase or retire in
                  any manner except as otherwise permitted or required hereunder
                  any present outstanding indebtedness to any present
                  shareholder or relative thereof.

         H.       Move the place where its corporate and business records are
                  kept, or its management maintained from one state to another
                  state or jurisdiction unless the Company shall have given
                  written notice to the Investor of date of its relocation, and
                  of its new address, not less than 30 days in advance of the
                  date of such relocation.

         I.       Sell, assign, transfer, mortgage, pledge or encumber any part
                  of their assets or property now owned or hereafter acquired or
                  permit the same to be sold, assigned, transferred, mortgaged,
                  pledged or encumbered except as to (i) the lien of taxes,
                  assessments or other governmental charges not yet due that may
                  be paid without penalty; (ii) liens of carriers, warehousemen,
                  and materialsmen incurred in the ordinary course of business
                  for sums not yet due; (iii) any pledge or lien securing only

                                      -12-
<PAGE>

                  unemployment insurance, workmen's compensation or similar
                  obligations that are not in default; (iv) deposits to secure
                  surety and appeal bonds to which it is a party; (v) sales in
                  the ordinary course of business; or (vi) refinancing of
                  existing indebtedness of the Company, on terms not less
                  favorable to the Company than the terms of the indebtedness
                  that is refinanced.

         J.       Declare or pay dividends of any kind, other than dividends on
                  the Series B Preferred Stock; PROVIDED, however, that the
                  Company has paid all accumulated or current dividends on the
                  Series C Preferred Stock.

         K.       Merge, liquidate or consolidate with or into any other entity,
                  or lease, sell or otherwise transfer all or substantially all
                  of its property, or business assets, other than as expressly
                  permitted by the Certificate of Designation for the Series C
                  Preferred Stock, or transfer any of its property for
                  consideration less than fair market value.

         L.       Except as disclosed on the Company Disclosure Schedule or the
                  Company SEC Documents, directly or indirectly purchase,
                  acquire or lease any property to or from any stockholder,
                  director, officer, agent or employee of the Companies or any
                  relative thereof or any firm or corporation in which any one
                  or more of the foregoing have directly or indirectly in the
                  aggregate more than a five percent (5%) interest.

         M.       Except for those contracts set forth in the Company Disclosure
                  Schedule, make or enter into any management agreement whereby
                  management, supervision or control of its business shall be
                  delegated to or placed in any person other than their duly
                  elected Boards of Directors and their executive officers nor
                  any contract or agreement whereby any of the principal
                  functions of operating their present business or any other
                  business is delegated or placed with any agent or independent
                  contractor, excepting, however, work let to or subcontractors
                  in the ordinary course of business consistent with past
                  practice.

         N.       Reserved.

         O.       Change the general character of their business as constituted
                  at the time of execution and delivery of this Agreement. Such
                  "change" shall include, but not be limited to, a sale of all
                  or a significant portion of their assets.

         P.       Permit the occurrence of a net loss by the Company (as
                  determined in accordance with GAAP) for any calendar year
                  ended after December 31, 1999; provided, however, that the
                  Company shall not be deemed in violation of this provision,
                  with respect to the year ended December 31, 2000, if it shall
                  have negative EBIT for such period of not more than One
                  Hundred Fifty Thousand and no/100 Dollars ($150,000);
                  PROVIDED, however, that even if such negative EBIT for the
                  period ended December 31, 2000 shall exceed One Hundred Fifty
                  Thousand and no/100 Dollars ($150,000), it shall not be a
                  violation of this Section VIII.P if, for the six month period
                  ended June 30, 2001, the Company shall have positive EBIT of
                  not less than One Dollar ($1.00). For the purpose of this
                  section, "net loss" shall mean such loss before all
                  extraordinary items and after all taxes. Whenever the term
                  "EBIT" is used in this Agreement, it shall mean, as all
                  amounts shall be determined in accordance with GAAP, (i) the
                  sum of the Company's revenue for the relevant period,
                  exclusive of any interest income during such period, less (ii)
                  the cost of goods sold producing such revenue for such period,
                  less (iii) the sales, general and administrative expenses

                                      -13-
<PAGE>

                  incurred in the ordinary course of the business of the Company
                  during the relevant period; such expenses exclusive of (x) the
                  amount of any interest expense; and (y) the amount of the
                  provision for foreign, federal, state, and local income taxes
                  for such period.

         Q.       Use the proceeds of the Offering in any manner other than as
                  set forth in Section VII.L hereof.

         R.       Issue any Common Stock, preferred stock, equity or any other
                  security with equity or profit sharing features: (i) having
                  rights and preferences superior to, or pari passu with those
                  of the Series C Preferred Stock; or (ii) for a consideration
                  less than fair market value.

         S.       Create or permit to continue in existence any liens , liens
                  for taxes not yet due and payable, involuntary liens contested
                  in good faith or other similar encumbrances, other than in the
                  ordinary course of business.

         T.       Create or permit to continue to exist any secured or unsecured
                  debt (or guarantees) above $50,000 in the aggregate, other
                  than liabilities incurred in the ordinary course of business
                  and not more than 90 days past due.

         U.       Enter into any transaction not in the ordinary course of
                  business, or for less than fair market value to the Company,
                  including without limitation, the purchase, sale, lease,
                  rental or exchange of property or the rendering of any
                  service, with an affiliate, employee, officer, director or
                  shareholder or engage in any transaction not in the ordinary
                  course of business with any supplier, customer or any other
                  person.

         V.       Approve or agree to any reorganization, merger, consolidation
                  or combination with, any person, or dispose of fifty percent
                  (50%) or more of its assets other than the sale of inventory
                  in the ordinary course of business, or liquidate, dissolve,
                  recapitalize or reorganize in any form of transaction.

         W.       Issue to any future purchaser of securities of the Company
                  registration rights that are equal to or more favorable to the
                  new purchasers than those granted to the Investor.

         X.       Issue any securities for any consideration other than cash,
                  other than issuances of Common Stock:

                  1.       in connection with the conversion or exercise, as the
                           case may be, of the Series C Preferred Stock and
                           Warrant;

                  2.       as dividends payable on shares of outstanding Common
                           Stock, provided such issuance is not otherwise
                           prohibited by this Agreement; or

                  3.       in connection with the exercise of stock options
                           under any incentive stock option plan of the Company;

                                      -14-
<PAGE>

                  4.       in connection with the conversion or exercise, as the
                           case may be, of any rights outstanding as of the
                           Closing, to acquire the Common Stock of the Company;
                           or

                  5.       in connection with, and as consideration for or as
                           necessary to facilitate, the acquisition by the
                           Company of the stock, or all or substantially all of
                           the assets of another entity or business.

         Y.       Make loans or advances to any company, other than a subsidiary
                  of the Company.

         Z.       Make any investment in, or purchase any stock, security or
                  evidence of indebtedness of any person except for those of the
                  US government and banks with capital in excess of $25 million,
                  having a maturity of one year or less, except in connection
                  with the acquisition by the Company of the stock, or all or
                  substantially all of the assets of another entity or
                  business..

         AA.      Fail to pay any dividend or sinking fund installment on any
                  class of preferred stock.

         BB.      Default (i) on any installment or installments on indebtedness
                  for borrowed money, or (ii) on any rental on one or more long
                  term leases, which defaults in the aggregate are material to
                  the financial position of the Company and its consolidated and
                  unconsolidated subsidiaries, taken as a whole.

IX.      REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

         The Investor hereby represents and warrants to the Company that (i) it
         has the corporate power and authority to enter into this Agreement and
         consummate the transaction contemplated hereby, (ii) the execution and
         delivery of this Agreement, and the purchase of the Series C Preferred
         Stock and Warrant, have been duly authorized by all necessary actions.
         The Investor represents that it is acquiring the Series C Preferred
         Stock and the Warrant for investment and not with a view to
         distribution. The Investor is an "accredited investor" as defined in
         the Securities Act.

X.       WAIVERS/SEVERABILITY

         Any of the acts that the Company is required to do, or prohibited from
         doing, by any of the provisions hereof, may, notwithstanding the
         provisions hereof, be omitted or done, as the case may be, if the
         Investor, by an instrument in writing, consents thereto. The invalidity
         of any provision of this Agreement, or part thereof, shall not affect
         the validity or enforceability of the remainder of such provision
         and/or this Agreement.

XI.      EVENTS OF DEFAULT

         An event of default ("Event of Default") under this Agreement shall be
         deemed to have occurred if:

         A.       The Company fails to perform or comply with or observe any of
                  the other terms, conditions or covenants hereof, and such
                  failure shall continue for a period of sixty (60) days after
                  written notice thereof shall have been given by the Investor.

                                      -15-
<PAGE>

         B.       The Company becomes insolvent, makes an assignment for the
                  benefit of creditors or admits in writing its inability to pay
                  its debts as they mature, consents to, or acquiesces in the
                  appointment of a Trustee or Receiver for the Company or any
                  property thereof, or any bankruptcy reorganization, debt
                  arrangements, or other proceeding under any bankruptcy or
                  insolvency law is instituted by or against the Company (and
                  where in the case of an involuntary petition it is not
                  dismissed within sixty (60) days from its filing), or shall
                  consent to any involuntary petition filed pursuant to or
                  purporting to be pursuant to any bankruptcy, reorganization or
                  insolvency law of any jurisdiction or shall be adjudicated
                  bankrupt.

         C.       The Company fails within sixty (60) days from the entry
                  thereof to discharge or have vacated any final judgment for
                  the payment of money in an amount exceeding Fifty Thousand
                  Dollars ($50,000), which shall be rendered against it or,
                  within such period, appealed therefrom and give such security
                  as may be required by law for payment of any amount ultimately
                  found to be due.

         D.       The Company discontinues business; or any parent or subsidiary
                  shall take, suffer or permit any of the actions or events
                  specified in Section B or C above.

         E.       The Company shall have made any representation or warranty
                  herein or in any report, financial or otherwise, or any
                  statement or instrument furnished pursuant to this Agreement,
                  that shall be in any material respect false or erroneous as of
                  the date of which the facts therein set forth were stated or
                  certified.

         F.       The Company becomes the subject of a liquidation or
                  dissolution proceeding.

         G.       If any material indebtedness of the Company becomes or is
                  declared to be due and payable prior to its expressed maturity
                  by reason of any default by the Company in the performance or
                  observance of any obligation or condition, and the Company
                  fails to cure such default or condition, and all other
                  accelerations caused by such default within the period of
                  grace, if any therein specified.

         H.       Default by the Company in the performance of any material
                  agreement.

         I.       The occurrence of a Change of Control. A "Change of Control
                  shall be deemed to have occurred if, any time after the date
                  hereof: (x) the Company or any shareholder of the Company
                  other than the Investor issues, grants or otherwise conveys,
                  to any person or entity, or combination of persons or
                  entities, not shareholders of the Company as of the date
                  hereof, rights to purchase Common Stock, or the equivalent
                  thereof, of the Company equal to, on a cumulative basis,
                  twenty-five percent (25%) or more of the fully diluted number
                  of the Company's shares as of the Closing Date; PROVIDED,
                  however, that a "Change of Control" shall not be deemed to
                  occur hereunder if the Company shall sell, at a price or
                  prices determined by the Board of Directors acting in good
                  faith to be not less than fair market value, Common Stock, or
                  rights to acquire Common Stock, constituting twenty-five
                  percent (25%) or more of the then outstanding Common Stock of
                  the Company, in a private or public offering to not fewer than
                  25 purchasers, none of whom shall acquire in such offering
                  more than ten percent (10%) of the securities sold in such
                  offering.

                                      -16-
<PAGE>

         J.       If: (i) Michael Pollastro shall, as a result of his death,
                  cease to be one of (x) an executive officer of the Company, or
                  (y) be party to an oral or written independent contractor
                  agreement with the Company; (ii) the Company shall have
                  received the proceeds of the life insurance policy maintained
                  by the Company on the life of Michael Pollastro; and (iii) the
                  Company shall have failed to redeem the outstanding Series C
                  Preferred Stock at the amount of its Base Liquidation
                  Preference, as defined in the Certificate of Designation for
                  the Series C Preferred Stock within 60 days of notice from the
                  Investor to the Company of demand for such redemption.

         K.       The Principal sells, or liquidates by any method, (i) unless
                  there shall be a Qualified Exchange Listing (as defined in
                  Section XIII.B.2 below), forty percent (40%) or more of the
                  ownership interest of the Principal in the Company, owned by
                  the Principal at the Closing Date, as determined on a fully
                  diluted basis; or (ii) while there shall be a Qualified
                  Exchange Listing, fifty percent (50%) or more of the ownership
                  interest of the Principal in the Company, owned by the
                  Principal at the Closing Date, as determined on a fully
                  diluted basis.

XII.     REMEDIES

         A.       The Investor or its assigns may pursue any rights or remedies
                  hereunder independently or concurrently, and all such rights,
                  powers and remedies shall be cumulative to the extent not
                  prohibited by law, and not exclusive of any other thereof. The
                  Investor or its assigns may proceed to protect and enforce its
                  rights hereunder by suit in equity, action at law and/or by
                  other appropriate proceedings, whether for specific
                  performance of any covenant herein, or in the aid of the
                  exercise of any power granted herein or to enforce any other
                  legal or equitable right.

         B.       To the extent permitted by law, the Company agrees to waive
                  and does hereby absolutely and irrevocably waive and
                  relinquish the benefit and advantage of any valuation,
                  appraisement or redemption laws now existing or which may
                  hereafter exist, which, but for this provision, might be
                  applicable to any enforcement of or any sale made under any
                  judgment, order or decree of any court, or pursuant to the
                  provisions hereof, or otherwise based hereon or on any claim
                  for interest due hereon.

         C.       Notwithstanding anything herein contained to the contrary, in
                  the event that a court of competent jurisdiction shall have
                  determined that there shall have been an Event of Default as
                  herein specified, the Investor or its assigns, to the extent
                  permitted by law shall be entitled as a matter of right to the
                  appointment of a Receiver or Receivers of the property,
                  interest, rights and business of the Company and the
                  subsidiaries, if any, and of the earnings, income, rents,
                  issues and profits thereof pending such proceedings and with
                  such power as the Court in making such appointment shall
                  confer. This remedy, as with all others, is cumulative and not
                  exclusive of any other rights, powers, or remedies available
                  to the Investor and its assigns.

         D.       The Company shall, in the event of the occurrence of an Event
                  of Default, pay to the Investor all costs and expenses
                  incurred in the enforcement and collection of this Agreement,
                  the successful enforcement of any rights as a holder of the
                  Series C Preferred Stock, or any other provision of any
                  agreement entered into by the Company hereunder, including
                  reasonable compensation to the Investor's agents and attorneys
                  as well as any all actual expenses of such agent or attorney,
                  including, without limitation, travel, lodging, meals,
                  deposition expenses and expert witness fees.

                                      -17-
<PAGE>

XIII.    PUT

         A.       In the circumstances set forth in XIII.B, below, the Investor
                  may tender to the Company the Warrant or Warrant Shares, and
                  shares of Common Stock held by the Investor as a result of the
                  conversion of all or any part of the Series C Preferred Stock
                  (such shares of Common Stock are referred to herein as
                  "Conversion Shares"), and shares of the Series C Preferred
                  Stock, or any portion or combination of the foregoing, and the
                  Company shall pay to holder the Put Price, as defined below.

         B.       Investor may exercise its rights pursuant to this Section XIII
                  at any time after the fifth anniversary of the Closing Date,
                  and prior to the close of business on the seventh anniversary
                  of the Closing Date; unless the Common Stock shall, at the
                  time of such exercise, be listed or approved for quotation on
                  (i) a stock exchange or automated quotation system such that
                  the Common Stock will qualify as a "covered security" within
                  the meaning of Section 18(b) of the Securities Act; or (ii)
                  the NASDAQ Small Cap Market, provided that there shall have
                  been average daily trading volume for the prior thirty (30)
                  trading days, of at least seventy thousand (70,000) shares
                  (either (i) or (ii), a "Qualified Exchange Listing").

         C.       The price at which the Investor may put the Warrant, any of
                  the Warrant Shares, the Conversion Shares and/or the Series C
                  Preferred Stock to the Company shall be the "Put Price," which
                  shall be equal to the "Fair Market Value" of the Company,
                  multiplied by a fraction,

                           the numerator of which is the total of (i) the number
                           of Warrant Shares tendered by the Investor, (ii) the
                           number of shares of Common Stock for which the
                           portion of the Warrant tendered by the Investor
                           remains exercisable, (iii) the number of Conversion
                           Shares tendered by the Investor and (iv) the number
                           of shares of Common Stock for which the Series C
                           Preferred Stock tendered by the Investor remain
                           convertible;

                           and the denominator of which is the total of (x) the
                           total shares of outstanding Common Stock of the
                           Company, (y) the number of shares of Common Stock for
                           which the Warrant remains exercisable, and (z) the
                           number of Conversion Shares for which all shares of
                           Series C Preferred Stock held by the Investor remain
                           convertible.

                  The Put Price, as determined according to the foregoing, shall
                  be increased by the amount of all accrued and unpaid dividends
                  on the Warrant Shares, Conversion Shares and shares of Series
                  C Preferred Stock tendered by the Investor.

                  1.       "Fair Market Value" shall be, if the Company and the
                           Investor are able to reach agreement within 30 days
                           of notice from Investor of its exercise of rights
                           pursuant to this Section XIII, the higher of: (i) the
                           average of the closing "bid and "ask" prices of the
                           Common Stock for the thirty (30) trading days
                           immediately prior to the date on which the Investor
                           shall give notice to the Company of the exercise of
                           its put rights hereunder; or (ii) an amount
                           determined pursuant to the Appraisal Process,
                           described below.

                                      -18-
<PAGE>

                  2.       The Appraisal Process shall be as set forth in this
                           paragraph. If the Company and the Investor shall be
                           unable to agree on Fair Market Value within 30 days
                           of notice from Investor of its exercise of rights
                           pursuant to this Section XIII, each of the Company
                           and the Investor shall select a qualified appraiser,
                           regularly doing business in the area of business
                           valuation, and each of the two appraisers selected
                           shall, within 30 days of retention, render an opinion
                           as to Fair Market Value. If the lower of the two
                           appraisals rendered is at least 90% of the higher of
                           the two appraisals, Fair Market Value shall be the
                           average of the two appraisals. If the lower of the
                           two appraisals is not at least 90% of the higher of
                           the two appraisals, the two appraisers selected by
                           the parties shall select a third appraiser, who shall
                           then, within 30 days of retention, render an opinion
                           concerning Fair Market Value. In this event, the Fair
                           Market Value shall be the average of the two closest
                           appraisals. The appraisals shall be made without
                           consideration of any discount for minority interest
                           or lack of public market.

                  3.       Each party shall each bear the cost of the appraiser
                           it selects hereunder. The parties shall share evenly
                           the cost of the third appraisal.

                  4.       Following the determination of Fair Market Value, the
                           Investor may rescind its election to put its Common
                           Stock and/or Warrant to the Company, without
                           prejudice to its right to later exercise its rights
                           hereunder; provided it shall then be required to pay
                           the cost of all appraisals hereunder.

         D.       In the event of the exercise by the Investor of any rights
                  pursuant to this Section XIII, the Company shall pay the total
                  Put Price to the Investor within one hundred twenty (120) days
                  from the date the Company receives written notice from the
                  Investor of the exercise of the put rights granted by this
                  Section, or such later date as shall be sixty (60) days after
                  the date Fair Market Value is finally determined hereunder.

XIV.     REGISTRATION RIGHTS

         A.       At any time after the Closing Date, the Investor may demand
                  registration under the Securities Act of shares of Common
                  Stock owned by the Investor, on Form S-2 or S-3 or any similar
                  short-form registration ("Short-Form Registration"), provided
                  that the Company shall then be eligible to use such form in
                  the registration of its securities. The registration requested
                  pursuant to this Section XIV.A is referred to herein as
                  "Demand Registration."

                  1.       The Investor shall be entitled to demand two Demand
                           Registrations hereunder. A registration will count as
                           the Demand Registration when it has become effective
                           or is withdrawn prior to effectiveness at the request
                           of the Investor; provided that in any event, the
                           Company shall, as provided in Section XIV.E, pay all
                           registration expenses in connection with any
                           registration initiated as a Demand Registration.

                                      -19-
<PAGE>

                  2.       If the Demand Registration is an underwritten
                           offering, and the managing underwriters advise the
                           Company in writing that in their opinion the number
                           of shares of Common Stock requested to be included
                           exceeds the number of shares of Common Stock that can
                           be sold in such offering, the Company will include in
                           such registration prior to the inclusion of any
                           securities that are not shares of Common Stock owned
                           by the Investor, the number of shares of Common Stock
                           requested by the Investor to be included, which in
                           the opinion of such underwriters can be sold. The
                           balance of the shares of Common Stock that the
                           Investor requested to be included in such offering
                           shall be withheld from sale for a period of time
                           requested by the underwriters, but not to exceed 180
                           days from the effective date of the registration
                           statement.

                  3.       The Company will not be obligated to effect the
                           Demand Registration within 180 days after the
                           effective date of a registration in which the
                           Investor was given "piggyback rights" pursuant to
                           Section XIV.B hereof. The Company may postpone the
                           filing or the effectiveness of a registration
                           statement for the Demand Registration if the Board of
                           Directors of the Company shall determine that such
                           Demand Registration might have an adverse effect on
                           any proposal or plan by the Company to engage in any
                           acquisition of assets (other than in the ordinary
                           course of business) or any merger, consolidation,
                           tender offer or similar transaction; provided that in
                           such event, the Investor will be entitled to withdraw
                           such request and that, if such request is withdrawn,
                           such Demand Registration will not be considered as a
                           Demand Registration.

                  4.       The Company will have the right to select the
                           investment banker(s) and manager(s) to administer any
                           offering, subject to the approval of Investor, which
                           approval will not be unreasonably withheld.

         B.       If the Company at any time or times proposes or is required to
                  register any of its Common Stock or other equity securities
                  for public sale for cash under the Securities Act (other than
                  on Forms S-4 or S-8 or similar registration forms not
                  permitting the registration of the Common Stock owned by the
                  Investor), or any applicable state securities law, it will at
                  each such time or times give written notice to the Investor of
                  its intention to do so. Upon the written request of the
                  Investor, given within ten days after receipt of any such
                  notice, the Company shall use its reasonable best efforts to
                  cause any Common Stock held by the Investor and requested to
                  be registered, to be included in such registration under the
                  Securities Act and any applicable state securities laws;
                  provided, that if the managing underwriter advises that less
                  than all of the shares to be registered should be offered for
                  sale so as not materially and adversely to affect the price or
                  saleability of the shares being registered by the Company, the
                  Investor and each other shareholder not exercising demand
                  rights to include shares in the registration statement (but
                  not the Company to the extent it desires to include shares for
                  its own account) shall reduce on a pro rata basis the number
                  of their shares to be included in the registration statement
                  as required by the underwriter to the extent requisite to
                  permit the sale or other disposition (in accordance with the
                  intended method of disposition thereof as aforesaid) by the
                  prospective seller or sellers of the securities so registered.

                                      -20-
<PAGE>

                  The rights of Investor under this Section XIV.B and Section
                  XIV.A above shall terminate at such date as the Investor holds
                  less than 3% of the total Common Stock of the Company
                  outstanding on a fully diluted basis.

         C.       It shall be a condition precedent to the obligation of the
                  Company to register any Common Stock pursuant to Sections
                  XIV.A or XIV.B that the Investor shall (a) furnish to the
                  Company such information regarding the Common Stock and the
                  intended method of disposition thereof and other information
                  concerning the Investor as the Company shall reasonably
                  request and as shall be required in connection with the
                  registration statement to be filed by the Company; (b) agree
                  to abide by such additional or customary terms affecting the
                  proposed offering as reasonably may be requested by the
                  managing underwriter of such offering, including a
                  requirement, if applicable, to withhold from the public market
                  for a period of at least 120 days after any such offering, any
                  shares excluded from the offering at the instance of the
                  underwriter as permitted under Sections XIV.A and XIV.B; and
                  (c) agree in writing in form satisfactory to the Company to
                  pay all underwriting discounts and commissions applicable to
                  the securities being sold by the Investor.

         D.       If and whenever the Company is required by the provisions of
                  Sections XIV.A or XIV.B to effect the registration of the
                  Common Stock under the Securities Act, until the securities
                  covered by such registration statement have been sold, or for
                  six months after effectiveness, whichever is the shorter
                  period of time, the Company shall:

                  1.       Prepare and file with the SEC a registration
                           statement with respect to such securities and use its
                           reasonable best efforts to cause such registration
                           statement to become and remain effective;

                  2.       Prepare and file with the SEC such amendments to such
                           registration statement and supplements to the
                           prospectus contained therein as may be necessary to
                           keep such registration statement effective;

                  3.       Furnish to the security holders participating in such
                           registration and to the underwriters of the
                           securities being registered such reasonable number of
                           copies of the registration statement, preliminary
                           prospectus, final prospectus and such other documents
                           as such underwriters may reasonably request in order
                           to facilitate the public offering of such securities;

                  4.       Use its reasonable best efforts to register or
                           qualify the securities covered by such registration
                           statement under such state securities or "Blue Sky"
                           laws of such jurisdictions as such participating
                           holders may reasonably request within 20 days
                           following the original filing of such registration
                           statement, except that the Company shall not for any
                           purpose be required to execute a general consent to
                           service of process or to qualify to do business as a
                           foreign corporation in any jurisdiction wherein it is
                           not so qualified, and except that the Company shall
                           not be required to so register or qualify in more
                           than 25 such jurisdictions if in the good faith
                           judgment of the Company, the Investor such additional
                           registrations or qualifications would be unreasonably
                           expensive or harmful to the consummation of the
                           proposed offering;

                                      -21-
<PAGE>

                  5.       Notify the security holders participating in such
                           registration, promptly after it shall receive notice
                           thereof, of the time when such registration statement
                           has become effective or a supplement to any
                           prospectus forming a part of such registration
                           statement has been filed;

                  6.       Notify such holders promptly of any request by the
                           SEC for the amending or supplementing of such
                           registration statement or prospectus or for
                           additional information;

                  7.       Prepare and file with the SEC, promptly upon the
                           request of any such holders, any amendments or
                           supplements to such registration statement or
                           prospectus which, in the opinion of counsel for such
                           holders, are required under the Securities Act or the
                           rules and regulations thereunder in connection with
                           the distribution of Common Stock by such holders;

                  8.       Prepare and promptly file with the SEC and promptly
                           notify such holders of the filing of such amendment
                           or supplement to such registration statement or
                           prospectus as may be necessary to correct any
                           statements or omissions if, at the time when a
                           prospectus relating to such securities is required to
                           be delivered under the Securities Act, any event
                           shall have occurred as the result of which any such
                           prospectus or any other prospectus as then in effect
                           would include an untrue statement of a material fact
                           or omit to state any material fact necessary to make
                           the statements therein, in light of the circumstances
                           in which they were made, not misleading;

                  9.       In case any of such holders or any underwriter for
                           any such holders is required to deliver a prospectus
                           at a time when the prospectus then in circulation is
                           not in compliance with the Securities Act, the
                           Company will prepare and file such supplements or
                           amendments to such registration statement and such
                           prospectus or prospectuses as may be necessary to
                           permit compliance with the requirements of the
                           Securities Act;

                  10.      Advise such holders, promptly after it shall receive
                           notice or obtain knowledge thereof, of the issuance
                           of any stop order by the SEC suspending the
                           effectiveness of such registration statement or the
                           initiation or threatening of any proceeding for that
                           purpose and promptly use its reasonable best efforts
                           to prevent the issuance of any stop order or to
                           obtain its withdrawal if such stop order should be
                           issued;

                  11.      Not file any amendment or supplement to such
                           registration statement or prospectus to which a
                           majority in interest of such holders shall reasonably
                           have objected on the grounds that such amendment or
                           supplement does not comply in all material respects
                           with the requirements of the Securities Act or the
                           rules and regulations thereunder, after having been
                           furnished with a copy thereof at least five business
                           days prior to the filing thereof; and

                                      -22-
<PAGE>

                  12.      If required by an underwriter selected by the
                           Company, at the request of any holder, (i) use its
                           best efforts to obtain and furnish on the effective
                           date of the registration statement or, if such
                           registration includes an underwritten public
                           offering, at the closing provided for in the
                           underwriting agreement, a customary opinion, dated
                           such date, of the counsel representing the Company
                           for the purposes of such registration, addressed to
                           the underwriters, if any, and to the holder or
                           holders making such request, or, if the offering is
                           not underwritten, shall notify the holders that such
                           registration statement has become effective under the
                           Securities Act and (ii) use its best efforts to
                           obtain customary letters dated on such effective
                           date, and such closing date, if any, from the
                           independent certified public accountants of the
                           Company, addressed to the underwriters, if any, and
                           to the holder or holders making such request, stating
                           that they are independent certified public
                           accountants within the meaning of the Securities Act
                           and dealing with such matters as the underwriters may
                           request, or, if the offering is not underwritten,
                           stating that in the opinion of such accountants, the
                           financial statements and other financial data
                           pertaining to the Company included in the
                           registration statement or the prospectus or any
                           amendment or supplement thereto comply in all
                           material respects with the applicable accounting
                           requirements of the Securities Act.

         E.       With respect to each inclusion of Common Stock in a
                  registration statement pursuant to Sections XIV.A or XIV.B,
                  all registration expenses, fees, costs and expenses of and
                  incidental to such registration, inclusion and public offering
                  in connection therewith shall be borne by the Company;
                  provided, however, that holders participating in the
                  registration shall bear their pro rata share of the
                  underwriting discount and commissions and shall bear any fees
                  and disbursements of accountants and counsel retained by them
                  (other than accountants and counsel also retained by the
                  Company). The fees, costs and expenses of registration to be
                  borne by the Company shall include, without limitation, all
                  registration, filing and NASD fees, printing expenses, fees
                  and disbursements of counsel and accountants for the Company
                  (including the cost of any special audit requested in order to
                  effect such registration), fees and disbursements of counsel
                  for the underwriter or underwriters of such securities (if the
                  Company and/or selling security holders are required to bear
                  such fees and disbursements), all legal fees and disbursements
                  and other expenses of complying with state securities or "blue
                  sky" laws of any jurisdiction in which the securities to be
                  offered are to be registered or qualified, fees and
                  disbursements of counsel and accountants for the selling
                  holders who are also retained by the Company and the premiums
                  and other costs of policies of insurance against liability
                  arising out of such public offering which the Company
                  determines to obtain.

         F.       Subject to the conditions set forth below, in connection with
                  any registration of Securities pursuant to Sections XIV.A or
                  XIV.B above, the Company agrees to indemnify and hold harmless
                  each person selling securities pursuant to said Sections and
                  each person, if any, who controls any such seller, within the
                  meaning of Section 15 of the Securities Act, as follows:

                  1.       Against any and all loss, claim, damage and expense
                           whatsoever arising out of or based upon (including,
                           but not limited to, any and all expense whatsoever
                           reasonably incurred in investigating, preparing or
                           defending any litigation, commenced or threatened, or
                           any claim whatsoever based upon) any untrue or

                                      -23-
<PAGE>

                           alleged untrue statement of a material fact contained
                           in any preliminary prospectus (if used prior to the
                           effective date of the registration statement), the
                           registration statement or the prospectus (as from
                           time to time amended and supplemented), or in any
                           application or other document executed by the Company
                           or based upon written ,information furnished by the
                           Company filed in any jurisdiction in order to qualify
                           the Company's securities under the securities laws
                           thereof; or the omission or alleged omission
                           therefrom of a material fact required to be stated
                           therein or necessary to make the statements therein
                           not misleading; or any other violation of applicable
                           federal or state statutory or regulatory requirements
                           or limitations relating to action or inaction by the
                           Company in the course of preparing, filing, or
                           implementing such registered offering; provided,
                           however, that the indemnity agreement contained in
                           this Section XIV.F(1) shall not apply to any loss,
                           claim, damage, liability or action arising out of or
                           based upon any untrue or alleged untrue statement or
                           omission made in reliance upon and in conformity with
                           any information furnished in writing to the Company
                           by or on behalf of any seller expressly for use in
                           connection therewith;

                  2.       Subject to the proviso contained in Section XIV.F(1)
                           above, against any and all loss, liability, claim,
                           damage and expense whatsoever to the extent of the
                           aggregate amount paid in settlement of any
                           litigation, commenced or threatened, or of any claim
                           whatsoever based upon any such untrue statement or
                           omission or any such alleged untrue statement or
                           omission (including, but not limited to, any and all
                           expense whatsoever reasonably incurred in
                           investigating, preparing or defending against any
                           such litigation or claim) if such settlement is
                           effected with the written consent of the Company;

                  3.       In no case shall the Company be liable under this
                           indemnity agreement with respect to any claim made
                           against any seller or any such controlling person
                           unless the Company shall be notified, by letter or by
                           telegram confirmed by letter, of any action commenced
                           against such persons, promptly after such person
                           shall have been served with the summons or other
                           legal process giving information as to the nature and
                           basis of the claim, but failure to so notify the
                           Company shall not relieve it from any liability which
                           it may have otherwise than on account of this
                           indemnity agreement. The Company shall be entitled to
                           participate at its own expense in the defense of any
                           suit brought to enforce any such claim, but if the
                           Company elects to assume the defense, such defense
                           shall be conducted by counsel chosen by it, provided
                           that such counsel is reasonably satisfactory to the
                           sellers or controlling persons, defendants in any
                           suit so brought. If the Company elects to assume the
                           defense of any such suit and retain such counsel, the
                           sellers or controlling persons, defendants in the
                           suit, shall, after the date they are notified of such
                           election, bear the fees and expenses of any counsel
                           thereafter retained by them as well as any other
                           expenses thereafter incurred by them in connection
                           with the defense thereof.

         G.       Each person selling securities in any registered offering
                  pursuant to Sections XIV.A or XIV.B severally and individually
                  agrees to indemnify and hold harmless the Company, each
                  underwriter for the offering, and each of their officers and
                  directors and agents and each other person, if any, who
                  controls the Company within the meaning of Section 15 of the
                  Securities Act against any and all such losses, liabilities,
                  claims, damages and expenses as are indemnified against by the
                  Company under Section XIV.F; provided, however, that such

                                      -24-
<PAGE>

                  indemnification by such sellers hereunder shall be limited to
                  statements or omissions, if any, made (or in settlement of any
                  litigation effected with the written consent of such sellers,
                  alleged to have been made) in any preliminary prospectus, the
                  registration statement or prospectus or any amendment or
                  supplement thereof or any application or other document in
                  reliance upon, and in conformity with, written information
                  furnished in respect of such seller by or on behalf of such
                  seller expressly for use in any preliminary prospectus, the
                  registration statement or prospectus or any amendment or
                  supplement thereof or in any such application or other
                  document. In case any action shall be brought against the
                  Company, or any other person so indemnified, in respect of
                  which indemnity may be sought against any seller, such seller
                  shall have the rights and duties given to the Company, and
                  each other person so indemnified shall have the rights and
                  duties given to the several sellers, by the provisions of
                  Section XIV.F(3). The person indemnified agrees to notify the
                  sellers promptly after the assertion of any claim against the
                  person indemnified in connection with the sale of securities.

         H.       Whenever the Company is subject to the reporting requirements
                  of either Section 13 or Section 15(d) of the Securities
                  Exchange Act of 1934 ("Exchange Act"), the Company shall,
                  whenever requested by any holder of any shares issued
                  hereunder, notify such holder in writing whether the Company
                  has, as of any date specified in such request, complied with
                  the Exchange Act reporting requirements as to which it is
                  subject to a period prior to such date as may be specified in
                  such request. In addition, if the Company has become subject
                  to such reporting requirements, the Company shall take such
                  other measures and file such other information, documents and
                  reports as shall hereafter be required by the SEC as a
                  condition to the availability of Rule 144 under the Securities
                  Act (or any corresponding rule hereafter in effect). The
                  Company covenants that all such information, documents and
                  reports or any registration statement required by Section 12
                  of the Exchange Act filed with the SEC shall not contain any
                  untrue statement of a material fact or fail to state therein a
                  material fact required to be stated therein or necessary to
                  make the statements contained therein not misleading, and the
                  Company agrees to indemnify and hold each holder of any shares
                  issued hereunder or thereunder and each broker, dealer,
                  underwriter or other person acting for such holder (and any
                  controlling person of any of the foregoing) harmless from and
                  against any and all claims, liabilities, losses, damages or
                  expenses and judgments arising out of or based upon any breach
                  of the foregoing covenants, representations or warranties.

XV.      ADDITIONAL RIGHTS OF THE INVESTOR

         In addition to any rights which the Investor or its assigns might have
         as a matter of law, or by reason of its rights as a holder of the
         Series C Preferred Stock given it by the Company or by reason of this
         Agreement, or by any documents executed pursuant hereto, so long as the
         Investor and/or its assigns shall, collectively be holders of the
         Warrant or of three percent (3%) or more of the outstanding Common
         Stock of the Company the Investor shall have the following additional
         rights:

         A.       If the Principal desires at any time to make a bona fide
                  transfer of all or any part of his Common Stock to any
                  third-party purchaser in a single private transaction or a
                  series of private transactions (other than to members of the
                  immediate family of the Principal), and (i) at the time of

                                      -25-
<PAGE>

                  such transfer, there shall not be a Qualified Exchange
                  Listing, and prior to such proposed transaction(s), or as a
                  result of such transaction(s), Principal shall have sold more
                  than fifteen percent (15%) of the shares of Common Stock owned
                  by the Principal as of the Closing Date (taking into account
                  stock splits, stock dividends, recapitalizations and other
                  similar events); or (ii) at the time of such transfer, there
                  shall be a Qualified Exchange Listing, and prior to such
                  proposed transaction(s), or as a result of such
                  transaction(s), Principal shall have sold more than thirty
                  percent (30%) of the shares of Common Stock owned by the
                  Principal as of the Closing Date (taking into account stock
                  splits, stock dividends, recapitalizations and other similar
                  events), the Investor shall have the right to sell a
                  proportionate number of shares of Common Stock to the
                  third-party purchaser at the same price and on the same terms
                  and conditions as those contained in the third-party offer. A
                  "proportionate number of shares" is the total number of shares
                  the party wishes to sell, multiplied by a percentage,
                  determined as follows: the number of shares of Common Stock to
                  be sold, multiplied by a fraction, the numerator of which is
                  the number of shares of Common Stock the party wishes to sell,
                  and the denominator of which is the total number of shares of
                  Common Stock all parties wish to sell. The Investor may
                  exercise its option under this Section by giving written
                  notice to the Principal within 15 days after receipt from the
                  Principal of notice of the terms of the proposed sale. The
                  Principal shall not accept any third-party offer which does
                  not contain a provision requiring the third party to comply
                  with the terms of this Section.

         B.       After the Closing Date, and notwithstanding the fact that no
                  provisions with respect to pre- emptive rights of shareholders
                  are contained in the Certificate of Incorporation of the
                  Company, and in the event no other provision of this Agreement
                  prevents such issuance for any reason including waiver of the
                  Investor, in no event shall any shares of Common Stock be
                  offered for sale by the Company to anyone until the Investor
                  or its assigns shall have had an opportunity to subscribe for
                  and purchase their proportionate share of such additional
                  Common Stock so as to prevent any dilution of their interest
                  in the Company.

         C.       The Investor shall be entitled, at its sole option, to have
                  one (1) designee elected to and maintained on the Board of
                  Directors. The designee of the Investor shall be entitled to
                  the highest amount of director's fees and other remunerations
                  as are paid by the Company to its directors and shall be
                  reimbursed promptly for all out-of-pocket expenses incurred in
                  connection with such representatives' service to the Company.
                  The Company shall furnish the Investor, at least 48 hours in
                  advance, with copies of the agenda for each Board of Directors
                  and shareholders' meeting and shall furnish copies of the
                  minutes of all Board of Directors and shareholders' meetings
                  within 30 days after such meeting. The designee of the
                  Investor shall be entitled to submit agenda items to meetings
                  of the Board of Directors and any committees thereof, and the
                  Investor's designee shall be entitled to be members of any
                  committees of the Board of Directors that are established.

XVI.     REPRESENTATIONS CONTINUING

         All covenants, agreements, representations and warranties contained
         herein or in any document or writing delivered by the Company to the
         Investor in connection with this Agreement are and shall be deemed and
         construed to be continuing representations and warranties and
         covenants, and the Company agrees that same shall survive the execution
         and delivery of this Agreement, the Series C Preferred Stock, and the

                                      -26-
<PAGE>

         Warrant, and the Warrant Shares and any investigation at any time made
         by the Investor, and shall continue in full force and effect, except as
         otherwise specifically excepted hereunder.

XVII.    BENEFIT

         All the terms and provisions hereof shall inure to the benefit of and
         be binding upon the successors and assigns of the Investor, and, in
         particular, shall inure to the benefit of and be enforceable by the
         holder of the Series C Preferred Stock, the Warrant, and the Warrant
         Shares.

XVIII.   NON-WAIVER

         The Investor and its assigns shall not be deemed to have waived any of
         their rights or remedies hereunder unless such waiver is made in
         writing duly signed by an appropriate officer of the Investor, or its
         assigns. No delay or failure on the part of the Investor or its assigns
         in exercising any rights, privilege, remedy or option provided for in
         this Agreement, or by laws, shall operate as a waiver of such or of any
         rights, privilege, remedy or option and no wavier whatever shall be
         valid unless in writing as above provided and then only to the extent
         therein expressly set forth. The Investor and its assigns shall have
         the right to enforce any one or more remedies available to them
         successively, alternatively or concurrently.

XIX.     COUNTERPARTS

         This Agreement may be executed in one or more counterparts, each of
         which shall be deemed to be an original, and all of which together
         shall be deemed to constitute one and the same Agreement.

XX.      HEADINGS

         The headings of the paragraphs of this Agreement are for convenience
         and reference only and do not form a part hereof, and in no way modify,
         interpret or construe the understanding of the parties hereto.

XXI.     MISCELLANEOUS

         A.       The Company certifies and warrants that all representations,
                  warranties and agreements made by each herein and all
                  documents hereto or in connection herewith or attached hereto
                  are correct as of the Closing Date and shall be deemed to have
                  been relied upon by the Investor, and shall survive the
                  delivery to the Investor of the Series C Preferred Stock and
                  Stock to be purchased hereunder, regardless of any
                  investigation made by the Investor; and all representations,
                  warranties and agreements made herein shall bind and inure to
                  the benefit of the parties hereto and their respective
                  successors and assigns whether or not so expressed.

         B.       The Company agrees to pay to Investor, upon invoice, all
                  reasonable out-of-pocket expenses incurred by the Investor,
                  including but not limited to expenses for due diligence, legal
                  counsel (provided that such costs shall be limited to $20,000,
                  unless the Company shall have given its consent to a greater
                  amount), consultants, accountants, and other out-of-pocket
                  expenses relating to investigation of this transaction,
                  documentation or closing, regardless of whether closing
                  occurs.

                                      -27-
<PAGE>

         C.       All notices hereunder shall be in writing and will be deemed
                  to have been given if delivered personally or mailed by
                  Registered or Certified mail, return receipt requested,
                  postage prepaid, addressed as respectively indicated:

                  1.       If to the Company, addressed to it at:

                                    Attn: Michael Shimada
                                    5000 Birch Street, Suite 205
                                    Newport Beach, CA 92660

                           with a copy to:

                                    Atlas, Pearlman, Trop & Borkson, P.A.
                                    Attn: Joel D. Mayersohn
                                    350 East Las Olas Blvd., Suite 1700
                                    Ft. Lauderdale, FL 33301

                  2.       If to the Investor, addressed to it at:

                                    100 Second Street S.E.
                                    P.O. Box 74250
                                    Cedar Rapids, IA  52407-4250

                           with a copy to:

                                    William T. McCartan
                                    Bradley & Riley PC
                                    2007 First Avenue SE
                                    Cedar Rapids, IA  52402

         D.       This Agreement, which shall be construed and enforceable in
                  accordance with the laws of the State of Iowa (provided,
                  however, that the terms of the Series C Preferred Stock shall
                  be governed by, and interpreted in accordance with, the laws
                  of Delaware), constitutes the entire understanding between the
                  partes hereto and may not be changed, nor modified orally, but
                  only by the amendment to this Agreement in writing, signed by
                  the party against whom enforcement of any change or
                  modification is sought.

         E.       The Company agrees that any action or claim in connection with
                  or related to this Agreement, the Warrant or the Series C
                  Preferred Stock, may be brought in any state or federal court
                  sitting in Linn County, Iowa, and the Company consents to
                  personal jurisdiction and venue in any such court.


                                      -28-
<PAGE>



                     SIGNATURE PAGE FOR INVESTMENT AGREEMENT


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

                                  BRISTOL RETAIL SOLUTIONS, INC.


                                  By: /s/ Michael Shimada
                                      ------------------------------------------
                                      Michael Shimada, Chief Financial Officer


                                  BERTHEL SBIC, LLC

                                  By: BERTHEL FISHER & COMPANY PLANNING, INC.


                                  By: /s/ Ronald O. Brendengen
                                      ------------------------------------------
                                      Ronald O. Brendengen,  COO


                                      /s/ Lawrence Cohen
                                      ------------------------------------------
                                          Lawrence Cohen, Individually


                                      -29-

<PAGE>


                         LIST OF EXHIBITS AND SCHEDULES


Exhibit I.A                Certificate of Designation for Series C Convertible
                           Preferred Stock

Exhibit I.B                Warrant

Exhibit V.A                Resolutions of the Board of Directors of the Company

Exhibit V.B                Legal Opinion

Exhibit V.D                Certificate of the President or Chief Financial
                           Officer of the Company

Exhibit V.E.               Certified copies of the Certificate of Incorporation
                           and By-Laws of the Company

Exhibit VI                 Company Disclosure Schedule

Exhibit VI.B               Company Balance Sheet

Exhibit VII.L              Use of Proceeds


                                      -30-