Common use of BUYER'S REPRESENTATIONS, WARRANTIES; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION Clause in Contracts

BUYER'S REPRESENTATIONS, WARRANTIES; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. Each Buyer represents and warrants to and covenants and agrees with the Company as follows: A. Buyer is purchasing the Preferred Stock, the Warrants, the Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") and the shares of Common Stock issuable upon conversion of the Preferred Stock, including payment of interest for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. B. Buyer (i) is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) is experienced in making investments of the kind contemplated by this Agreement, (iii) is capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, (iv) acknowledges that and an investment in the Securities involves a high degree of risk, and (v) is able to afford the loss of its entire investment in the Securities. C. Buyer understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws; the Securities are "restricted securities" as defined in Rule 144 promulgated under the Securities Act, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Securities; D. Buyer has been furnished with or provided access to all materials relating to the business, financial position and results of operations of the Company, and all other materials requested by Buyer to enable it to make an informed investment decision with respect to the Securities. E. Buyer acknowledges that it has been furnished with, or had access to through the EDGAR system of the Securities and Exchange Commission (the "SEC"), xxxxxs of the Company's Annual Report on Form 10-KSB for the fiscal year ended March 31, 2001 and all other reports and documents heretofore filed by the Company with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since March 31, 2001 (collectively the "SEC Filings"). F. Buyer acknowledges that in making its decision to purchase the Securities it has been given an opportunity to ask questions of and to receive answers from the Company's executive officers, directors and management personnel concerning the business, financial position and results of operations of the Company, as well as the terms and conditions of the private placement of the Securities by the Company. G. Buyer understands that the Securities have not been approved or disapproved by the SEC or any state securities commission and that the foregoing authorities have not reviewed any documents or instruments in connection with the offer and sale to it of the Securities and have not confirmed or determined the adequacy or accuracy of any such documents or instruments. H. This Agreement has been duly and validly authorized, executed and delivered by Buyer and is a valid and binding agreement of Buyer enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally. I. Neither Buyer nor its affiliates, nor any person acting on its or their behalf, has the intention of entering, or will enter into, or has entered within the past 60 days, directly or indirectly, any put option, short position or other similar instrument or position with respect to the Common Stock and neither Buyer nor any of its affiliates, nor any person acting on its or their behalf, will use at any time shares of Common Stock acquired pursuant to this Agreement to settle any put option, short position or other similar instrument or position that may have been entered into prior to the execution of this Agreement; provided, however, that the Buyer may enter into any short sale or other hedging or similar arrangement it deems appropriate with respect to Conversion Shares commencing on the day it delivers a Conversion Notice with respect to such Conversion Shares, so long as such arrangements do not involve more than the number of such Conversion Shares (determined as of the date of such Conversion Notice). Neither Buyer nor any of its affiliates will engage in any action which will have the effect of rendering unavailable the exemption from the registration requirements of the Securities Act and all applicable state securities laws relied upon by the Company in issuing the Securities. Each Buyer hereby agrees to comply with all applicable requirements of federal and state securities laws in connection with any proposed offer, sale or other disposition of its Securities and to execute and deliver to the Company all such documents and other instruments as the Company may reasonably require in order to comply with all applicable federal and state securities laws and the regulations of any stock exchange or quotation system on which the Common Stock may be listed for trading.

BUYER'S REPRESENTATIONS, WARRANTIES; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. Each Buyer represents and warrants to and covenants and agrees with the Company as follows: A. Buyer is purchasing the Preferred StockShares, the Warrants, the Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") and the shares of Common Stock issuable upon conversion of the Preferred StockShares (the "Conversion Shares" and, including payment of interest collectively with the Preferred Shares, the Warrants and the Warrant Shares, the "Securities") for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. B. Buyer is (i) is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) is experienced in making investments of the kind contemplated by this Agreement, (iii) is capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, and (iv) acknowledges that and an investment in the Securities involves a high degree of risk, and (v) is able to afford the loss of its entire investment in the Securities. C. Buyer understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws; the Securities are "restricted securities" as defined in Rule 144 promulgated under the Securities Act, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Securities; D. Buyer has been furnished with or provided access to all materials relating to the business, financial position and results of operations of the Company, and all other materials requested by Buyer to enable it to make an informed investment decision with respect to the Securities. E. Buyer acknowledges that it has been furnished with, or had access to through the EDGAR system of the Securities and Exchange Commission (the "SEC"), xxxxxs of the Company's Annual Report on Form 10-KSB for the fiscal year ended March 31, 2001 and all other reports and documents heretofore filed by the Company with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since March 31, 2001 (collectively the "SEC Filings"). F. Buyer acknowledges that in making its decision to purchase the Securities it has been given an opportunity to ask questions of and to receive answers from the Company's executive officers, directors and management personnel concerning the business, financial position and results of operations of the Company, as well as the terms and conditions of the private placement of the Securities by the Company. G. Buyer understands that the Securities have not been approved or disapproved by the SEC Securities and Exchange Commission (the "Commission") or any state securities commission and that the foregoing authorities have not reviewed any documents or instruments in connection with the offer and sale to it of the Securities and have not confirmed or determined the adequacy or accuracy of any such documents or instruments. H. F. This Agreement has been duly and validly authorized, executed and delivered by Buyer and is a valid and binding agreement of Buyer enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generallygenerally and except as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. I. G. Neither Buyer nor its affiliates, affiliates nor any person acting on its or their behalf, behalf has the intention of entering, or will enter into, prior to the closing or has entered within during any Valuation Period (as defined in the past 60 days, directly or indirectlyCertificate of Designation), any put option, short position or other similar instrument or position with respect to the Common Stock and neither Buyer nor any of its affiliates, affiliates nor any person acting on its or their behalf, behalf will use at any time shares of Common Stock acquired pursuant to this Agreement to settle any put option, short position or other similar instrument or position that may have been entered into prior to the execution of this Agreement; provided, however, that the nothing in this Section II.G shall operate to forbid Buyer may enter into any short sale or other hedging or similar arrangement it deems appropriate with respect to Conversion Shares commencing on the day it delivers a Conversion Notice with respect to such Conversion Shares, so long as such arrangements do not involve more than the number of such Conversion Shares (determined as of the date of such Conversion Notice). Neither Buyer nor any of its affiliates will engage in or any action which will have the effect of rendering unavailable the exemption person acting on its or their behalf from the registration requirements of the Securities Act and all applicable state securities laws relied upon by the Company in issuing the Securities. Each Buyer hereby agrees to comply selling, or entering into any other transaction with all applicable requirements of federal and state securities laws in connection with any proposed offerrespect to, sale or other disposition of its Securities and to execute and deliver to the Company all such documents and other instruments as the Company may reasonably require in order to comply with all applicable federal and state securities laws and the regulations of any stock exchange or quotation system on which the Common Stock may contemporaneously with or following such date and time as the Person or Persons in whose name or names the Common Stock Issued at Conversion (as defined in the Certificate of Designation) shall be listed for tradingissuable shall be deemed to have become the holder or holders of record of the Common Shares (as defined in the Certificate of Designation) represented thereby and all voting and other rights associated with the beneficial ownership of such Common Shares shall have vested with such Person or Persons.

BUYER'S REPRESENTATIONS, WARRANTIES; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. Each Buyer represents and warrants to and covenants and agrees with the Company as follows: A. Buyer is purchasing the Preferred Stock, Equity (the Warrants, "Equity Shares") and the Common Stock issuable upon exercise of the Warrants (the "Warrant Shares"), collectively (the "Securities") and the shares of Common Stock issuable upon conversion of the Preferred Stock, including payment of interest for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. B. Buyer is (i) is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) is experienced in making investments of the kind contemplated by this Agreement, (iii) is capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, and (iv) acknowledges that and an investment in the Securities involves a high degree of risk, and (v) is able to afford the loss of its entire investment in the Securities. C. Buyer understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws; the Securities are "restricted securities" as defined in Rule 144 promulgated under the Securities Act, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Securities; D. Buyer has been furnished with or provided access to all materials relating to the business, financial position and results of operations of the Company, and all other materials requested by Buyer to enable it to make an informed investment decision with respect to the Securities. E. Buyer acknowledges that it has been furnished with, or had access to through the EDGAR system of the Securities and Exchange Commission (the "SEC"), xxxxxs of the Company's Annual Report on Form 10-KSB for the fiscal year ended March 31, 2001 and all other reports and documents heretofore filed by the Company with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since March 31, 2001 (collectively the "SEC Filings"). F. Buyer acknowledges that in making its decision to purchase the Securities it has been given an opportunity to ask questions of and to receive answers from the Company's executive officers, directors and management personnel concerning the business, financial position and results of operations of the Company, as well as the terms and conditions of the private placement of the Securities by the Company. G. Buyer understands that the Securities have not been approved or disapproved by the SEC Securities and Exchange Commission (the "Commission") or any state securities commission and that the foregoing authorities have not reviewed any documents or instruments in connection with the offer and sale to it of the Securities and have not confirmed or determined the adequacy or accuracy of any such documents or instrumentscommission. H. E. This Agreement has been duly and validly authorized, executed and delivered by Buyer and is a valid and binding agreement of Buyer enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generallygenerally and except as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. I. F. Neither Buyer nor its affiliates, affiliates nor any person acting on its or their behalf, behalf has the intention of entering, or will enter into, or has entered within prior to the past 60 days, directly or indirectlyclosing, any put option, short position or other similar instrument or position with respect to the Common Stock and neither Buyer nor any of its affiliates, affiliates nor any person acting on its or their behalf, behalf will use at any time shares of Common Stock acquired pursuant to this Agreement to settle any put option, short position or other similar instrument or position that may have been entered into prior to the execution of this Agreement; provided. G. Buyer has been given the opportunity for a reasonable time prior to the date hereof to ask questions of, howeverand receive answers from, that the Company or its representatives concerning the Company and the Securities, and has been given the opportunity for a reasonable time prior to the date hereof to obtain such additional information necessary to verify the accuracy of the information which was provided to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. H. Buyer may enter into any short sale is not relying on the Company, or other hedging or similar arrangement it deems appropriate its affiliates with respect to Conversion Shares commencing economic considerations involved in an investment in the Securities. I. Buyer represents, warrants and agrees that it will not sell or otherwise transfer the Securities without registration under the Securities Act or an exemption therefrom and fully understands and agrees that it must bear the economic risk of an investment in the Securities because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are registered under the Securities Act and under the applicable securities laws of such states prior to such resale, pledge, assignment or other disposition, or an exemption from such registration is available. In particular, Buyer is aware that the Securities, when issued, will be "restricted securities," as such term is defined in Rule 144 promulgated under the Securities Act ("Rule 144"), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. Buyer also understands that, except as otherwise provided herein, the Company is under no obligation to register the Securities on its behalf or to assist it in complying with any exemption from registration under the day it delivers a Conversion Notice Securities Act or applicable state securities laws. Buyer further understands that sales or transfers of the Securities are further restricted by applicable state securities laws and the provisions of this Agreement. J. No representations or warranties have been made to Buyer by the Company, or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company contained herein, and in subscribing for the Securities Buyer is not relying upon any representations other than those contained herein. K. Any information which Buyer has heretofore furnished to the Company with respect to such Conversion Shares, so long as such arrangements do not involve more than the number of such Conversion Shares (determined its financial position and business experience is correct and complete as of the date of this Agreement and if there should be any material change in such Conversion Notice). information it will immediately furnish such revised or corrected information to the Company. L. Buyer is not purchasing the Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, any seminar or meeting, or any solicitation of a subscription by a person or entity not previously known to Buyer in connection with investments in securities generally. M. Buyer has not engaged any broker or other person or entity that is entitled to a commission, fee or other remuneration as a result of the execution, delivery or performance of this Agreement or any other required documents. N. Neither the execution, delivery nor performance of this Agreement or any other required documents by Buyer nor violates or conflicts with or creates (with or without the giving of notice or the lapse of time, or both) a default under, or a lien or encumbrance upon, any of Buyer's assets or properties pursuant to or requires the consent, approval, or order of any government or governmental agency or other person or entity under (x) any Equity, indenture, lease, license or other material agreement to which Buyer is a party or by which it or any of its affiliates will engage in assets or properties is bound, (y) any action which will have statute, law, rule, regulation or court decree binding upon or applicable to Buyer or its assets or properties, or (z) the effect of rendering unavailable the exemption from the registration requirements of the Securities Act and all applicable state securities charter or by-laws relied upon by the Company in issuing the Securities. Each Buyer hereby agrees to comply with all applicable requirements of federal and state securities laws in connection with any proposed offer, sale or other disposition equivalent governing documents of its Securities and to execute and deliver to the Company all such documents and other instruments as the Company may reasonably require in order to comply with all applicable federal and state securities laws and the regulations of any stock exchange or quotation system on which the Common Stock may be listed for tradingBuyer.

BUYER'S REPRESENTATIONS, WARRANTIES; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. Each Buyer represents and warrants to and covenants and agrees with the Company as follows: A. Buyer is purchasing the Preferred StockShares, the Warrants, the Redemption Warrants, if any, the Common Stock issuable upon exercise of the Warrants and the Redemption Warrants, if any, (the "Warrant Shares") and the shares of Common Stock issuable upon conversion of the Preferred StockShares (the "Conversion Shares" and, including payment of interest collectively with the Preferred Shares, the Warrants, the Redemption Warrants and the Warrant Shares, the "Securities") for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. B. Buyer is (i) is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) is experienced in making investments of the kind contemplated by this Agreement, (iii) is capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, and (iv) acknowledges that and an investment in the Securities involves a high degree of risk, and (v) is able to afford the loss of its entire investment in the Securities. C. Buyer understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws; the Securities are "restricted securities" as defined in Rule 144 promulgated under the Securities Act, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Securities; D. Buyer has been furnished with or provided access to all materials relating to the business, financial position and results of operations of the Company, and all other materials requested by Buyer to enable it to make an informed investment decision with respect to the Securities. E. Buyer acknowledges that it has been furnished with, or had access to through the EDGAR system of the Securities and Exchange Commission (the "SEC"), xxxxxs of the Company's Annual Report on Form 10-KSB for the fiscal year ended March 31, 2001 and all other reports and documents heretofore filed by the Company with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since March 31, 2001 (collectively the "SEC Filings"). F. Buyer acknowledges that in making its decision to purchase the Securities it has been given an opportunity to ask questions of and to receive answers from the Company's executive officers, directors and management personnel concerning the business, financial position and results of operations of the Company, as well as the terms and conditions of the private placement of the Securities by the Company. G. E. Buyer understands that the Securities have not been approved or disapproved by the SEC Securities and Exchange Commission (the "Commission") or any state securities commission and that the foregoing authorities have not reviewed any documents or instruments in connection with the offer and sale to it Buyer of the Securities and have not confirmed or determined the adequacy or accuracy of any such documents or instruments. H. F. This Agreement has been duly and validly authorized, executed and delivered by Buyer and is a valid and binding agreement of Buyer enforceable against it Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generallygenerally and except as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. I. G. Neither Buyer nor its affiliates, affiliates nor any person acting on its or their behalf, behalf has the intention of entering, or will enter into, or has entered within prior to the past 60 days, directly or indirectlyclosing, any put option, short position or other similar instrument or position with respect to the Common Stock and neither Buyer nor any of its affiliates, affiliates nor any person acting on its or their behalf, behalf will use at any time use shares of Common Stock acquired pursuant to this Agreement to settle any put option, short position or other similar instrument or position that may have been entered into prior to the execution of this Agreement; provided, however, that the Buyer may enter into any short sale or other hedging or similar arrangement it deems appropriate with respect to Conversion Shares commencing on the day it delivers a Conversion Notice with respect to such Conversion Shares, so long as such arrangements do not involve more than the number of such Conversion Shares (determined as of the date of such Conversion Notice). . H. Neither Buyer nor any of its affiliates will engage in any action which will have is a broker-dealer registered as such with the effect of rendering unavailable the exemption from the registration requirements of the Securities Act and all applicable state securities laws relied upon by the Company in issuing the Securities. Each Buyer hereby agrees to comply with all applicable requirements of federal and state securities laws in connection with any proposed offer, sale or other disposition of its Securities and to execute and deliver to the Company all such documents and other instruments as the Company may reasonably require in order to comply with all applicable federal and state securities laws and the regulations of any stock exchange or quotation system on which the Common Stock may be listed for tradingCommission.

BUYER'S REPRESENTATIONS, WARRANTIES; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. Each Buyer represents and warrants to and covenants and agrees with the Company as follows: A. Buyer is purchasing the Preferred StockShares, the Warrants, the Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") and the shares of Common Stock issuable upon conversion of the Preferred StockShares (the "Conversion Shares" and, including payment of interest collectively with the Preferred Shares, the Warrants and the Warrant Shares, the "Securities") for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. B. Buyer is (i) is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) is experienced in making investments of the kind contemplated by this Agreement, (iii) is capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, and (iv) acknowledges that and an investment in the Securities involves a high degree of risk, and (v) is able to afford the loss of its entire investment in the Securities. C. Buyer understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws; the Securities are "restricted securities" as defined in Rule 144 promulgated under the Securities Act, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Securities; D. Buyer has been furnished with or provided access to all materials relating to the business, financial position and results of operations of the Company, and all other materials requested by Buyer to enable it to make an informed investment decision with respect to the Securities. E. Buyer acknowledges that it has been furnished with, or had access to through all press releases issued by the EDGAR system of the Securities Company since December 31, 1998 and Exchange Commission (the "SEC"), xxxxxs has had access to copies of the Company's Annual Report on Form 10-KSB K for the fiscal year ended March December 31, 2001 1998, and all other reports and documents heretofore filed by the Company with the SEC Commission pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since March 31November 8, 2001 1996 (collectively collectively, the "SEC Commission Filings"). F. Buyer acknowledges that in making its decision to purchase the Securities it has been given an opportunity to ask questions of of, and to receive answers from from, the Company's executive officers, directors and management personnel concerning the business, financial position and results of operations of the Company, as well as the terms and conditions of the private placement of the Securities by the Company. G. Buyer understands that the Securities have not been approved or disapproved by the SEC Commission or any state securities commission and that the foregoing authorities have not reviewed any documents or instruments in connection with the offer and sale to it of the Securities and have not confirmed or determined the adequacy or accuracy of any such documents or instruments. H. This Agreement has been duly and validly authorized, executed and delivered by Buyer and is a valid and binding agreement of Buyer enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally. I. Neither Buyer nor its affiliates, affiliates nor any person acting on its or their behalf, has the intention of entering, or behalf will enter into, or has entered within at any time prior to the past 60 days, directly or indirectlyconversion of all the Preferred Stock and the exercise of the Warrants, any put option, short position or other similar instrument or position with respect to the Common Stock Stock, and neither Buyer nor any of its affiliates, affiliates nor any person acting on its or their behalf, behalf has or will use at any time shares of Common Stock acquired pursuant to this Agreement or otherwise to settle any put option, short position or other similar instrument or position that may have been entered into prior to the execution of this Agreement; provided, however, that the Buyer may enter into any short sale or other hedging or similar arrangement it deems appropriate with respect to Conversion Shares commencing on the day it delivers a Conversion Notice with respect to such Conversion Shares, so long as such arrangements do not involve more than the number of such Conversion Shares (determined as of the date of such Conversion Notice). Neither Buyer nor any of its affiliates will engage in any action which will have the effect of rendering unavailable the exemption from the registration requirements of the Securities Act and all applicable state securities laws relied upon by the Company in issuing the Securities. Each Buyer hereby agrees to comply with all applicable requirements of federal and state securities laws in connection with any proposed offer, sale or other disposition of its Securities and to execute and deliver to the Company all such documents and other instruments as the Company may reasonably require in order to comply with all applicable federal and state securities laws and the regulations of any stock exchange or quotation system on which the Common Stock may be listed for trading.

BUYER'S REPRESENTATIONS, WARRANTIES; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. Each Buyer represents and warrants to and covenants and agrees with the Company as follows: A. Buyer is purchasing the Preferred StockShares, the Warrants, the Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") and the shares of Common Stock issuable upon conversion of the Preferred StockStock or Series B Preferred Shares (the "Conversion Shares" and, including payment of interest collectively with the Preferred Shares, the Warrants and the Warrant Shares, the "Securities") for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Actthereof. B. Buyer is (i) is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, (ii) is experienced in making investments of the kind contemplated by this Agreement, (iii) is capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, and (iv) acknowledges that and an investment in the Securities involves a high degree of risk, and (v) is able to afford the loss of its entire investment in the Securities. C. Buyer understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws; the Securities are "restricted securities" as defined in Rule 144 promulgated under the Securities Act, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Securities; D. Buyer has been furnished with or provided access to all materials relating to the business, financial position and results of operations of the Company, and all other materials requested by Buyer to enable it to make an informed investment decision with respect to the Securities. E. Buyer acknowledges that it has been furnished with, or had access to through the EDGAR system of the Securities and Exchange Commission (the "SEC"), xxxxxs of the Company's Annual Report on Form 10-KSB for the fiscal year ended March 31, 2001 and all other reports and documents heretofore filed by the Company with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since March 31, 2001 (collectively the "SEC Filings"). F. Buyer acknowledges that in making its decision to purchase the Securities it has been given an opportunity to ask questions of and to receive answers from the Company's executive officers, directors and management personnel concerning the business, financial position and results of operations of the Company, as well as the terms and conditions of the private placement of the Securities by the Company. G. E. Buyer understands that the Securities have not been approved or disapproved by the SEC Securities and Exchange Commission (the "Commission") or any state securities commission and that the foregoing authorities have not reviewed any documents or instruments in connection with the offer and sale to it of the Securities and have not confirmed confirmed, determined or determined passed on the adequacy or accuracy of any such documents or instruments. H. F. This Agreement has been duly and validly authorized, executed and delivered by Buyer and is a valid and binding agreement of Buyer enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally. I. G. Neither Buyer nor its affiliates, affiliates nor any person acting on its or their behalf, behalf has the intention of entering, or will enter into, or has entered within prior to the past 60 days, directly or indirectlyclosing, any put option, short position or other similar instrument or position with respect to the Common Stock and neither Buyer nor any of its affiliates, affiliates nor any person acting on its or their behalf, behalf will use at any time shares of Common Stock acquired pursuant to this Agreement or the Certificate of Designations to settle any put option, short position or other similar instrument or position that may have been entered into prior to the execution of this Agreement; provided, however, that . H. Buyer is a corporation organized and existing under the Buyer may enter into any short sale or other hedging or similar arrangement it deems appropriate with respect to Conversion Shares commencing on the day it delivers a Conversion Notice with respect to such Conversion Shares, so long as such arrangements do not involve more than the number of such Conversion Shares (determined as laws of the date State of such Conversion Notice). Israel with its principal place of business located at 00 Xxxx Xxxxxx Xxxxxx, Apartment 4F, Jerusalem, Israel. I. Neither Buyer nor any of its affiliates will engage officers or directors, is or has been subject to, or a respondent in, any legal action, proceeding, or investigation, which has resulted in, or which if still pending could result in, an injunction, cease and desist order, or stipulation to desist or refrain from any action or practice relating to the offering or sale of securities in any action which will have the effect of rendering unavailable the exemption from the registration requirements of the Securities Act and all applicable state securities laws relied upon by the Company in issuing the Securities. Each jurisdiction. J. Neither Buyer hereby agrees to comply with all applicable requirements of federal and state securities laws in connection with nor any proposed offer, sale or other disposition of its Securities and to execute and deliver to the Company all such documents and other instruments as the Company may reasonably require officers or directors has ever been suspended from or expelled from membership in order to comply with all applicable federal and state any securities laws and the regulations of any stock or commodities exchange or quotation system on which the Common Stock may be listed for tradingassociation or had a securities or commodities exchange license or registration denied, suspended, or revoked. K. Buyer has received a notice of redemption from TNC dated December 14, 1998 attached hereto as Annex V relating to TNC's Series B

BUYER'S REPRESENTATIONS, WARRANTIES; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. Each Buyer represents and warrants to and covenants and agrees with the Company as follows: A. Buyer is purchasing the Initially Issued Preferred StockShares, the Subsequently Issued Preferred Shares, the Initially Issued Warrants, the Subsequently Issued Warrants, the Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") and the shares of Common Stock issuable upon conversion of the Preferred StockShares (the "Conversion Shares" and, including payment of interest collectively with the Preferred Shares, the Warrants and the Warrant Shares, the "Securities") for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. B. Buyer is (i) is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) is experienced in making investments of the kind contemplated by this Agreement, (iii) is capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, and (iv) acknowledges that and an investment in the Securities involves a high degree of risk, and (v) is able to afford the loss of its entire investment in the Securities. C. Buyer understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws; the Securities are "restricted securities" as defined in Rule 144 promulgated under the Securities Act, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Securities; D. Buyer has been furnished with or provided access to all materials relating to the business, financial position and results of operations of the Company, and all other materials requested by Buyer to enable it to make an informed investment decision with respect to the Securities. E. Buyer acknowledges that it has been furnished with, or had access to through the EDGAR system of the Securities and Exchange Commission (the "SEC"), xxxxxs with copies of the Company's Annual Report on Form 10-KSB for the fiscal year ended March 31September 30, 2001 1997, and all other reports and documents heretofore filed by the Company with the SEC Commission pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act")) since September 30, since March 311997 (collectively, 2001 (collectively the "SEC Commission Filings"). F. Buyer acknowledges that in making its decision to purchase the Securities it has been given an opportunity to ask questions of and to receive answers from the Company's executive officers, directors and management personnel concerning the business, financial position and results of operations of the Company, as well as the terms and conditions of the private placement of the Securities by the Company. G. Buyer understands that the Securities have not been approved or disapproved by the SEC Commission or any state securities commission and that the foregoing authorities have not reviewed any documents or instruments in connection with the offer and sale to it of the Securities and have not confirmed or determined the adequacy or accuracy of any such documents or instruments. H. This Agreement has been duly and validly authorized, executed and delivered by Buyer and is a valid and binding agreement of Buyer enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally. I. Neither Buyer nor its affiliates, affiliates nor any person acting on its or their behalf, behalf has the intention of entering, or will enter into, at any time prior to the conversion of the Initially Issued Preferred Stock, Initially Issued Warrants, Subsequently Issued Preferred Stock or has entered within the past 60 days, directly or indirectlySubsequently Issued Warrants, any put option, short position or other similar instrument or position with respect to the Common Stock and neither Buyer nor any of its affiliates, affiliates nor any person acting on its or their behalf, behalf will use at any time shares of Common Stock acquired pursuant to this Agreement to settle any put option, short position or other similar instrument or position that may have been entered into prior to the execution of this Agreement; provided, however, that the Buyer may enter into any short sale or other hedging or similar arrangement it deems appropriate with respect to Conversion Shares commencing on the day it delivers a Conversion Notice with respect to such Conversion Shares, so long as such arrangements do not involve more than the number of such Conversion Shares (determined as of the date of such Conversion Notice). Neither Buyer nor any of its affiliates will engage in any action which will have the effect of rendering unavailable the exemption from the registration requirements of the Securities Act and all applicable state securities laws relied upon by the Company in issuing the Securities. Each Buyer hereby agrees to comply with all applicable requirements of federal and state securities laws in connection with any proposed offer, sale or other disposition of its Securities and to execute and deliver to the Company all such documents and other instruments as the Company may reasonably require in order to comply with all applicable federal and state securities laws and the regulations of any stock exchange or quotation system on which the Common Stock may be listed for tradingIII.

BUYER'S REPRESENTATIONS, WARRANTIES; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. Each Buyer represents and warrants to and covenants and agrees with the Company as follows: A. a. Buyer is purchasing the Preferred Stock, the Warrants, the Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") and the shares Shares of Common Stock issuable upon conversion of the Preferred Stock, including payment of interest for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act of 1933, as amended (the "Securities Act"). B. b. Buyer is (i) is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) is experienced in making investments of the kind contemplated by this Agreement, (iii) is capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, and (iv) acknowledges that and an investment in the Securities involves a high degree of risk, and (v) is able to afford the loss of its entire investment in the Securities. C. c. Buyer understands that the Securities Shares of Common Stock are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws; the Securities are "restricted securities" as defined in Rule 144 promulgated under the Securities Act, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the SecuritiesShares; D. Buyer has been furnished with or provided access to all materials relating to the business, financial position and results of operations of the Company, and all other materials requested by Buyer to enable it to make an informed investment decision with respect to the Securities. E. d. Buyer acknowledges that it has been furnished with, or had access to through the EDGAR system with copies of the Securities and Exchange Commission (the "SEC"), xxxxxs of the CompanyESI's Annual Report on Form 10-KSB for the fiscal year years ended December 31, 2002 and 2001, the ESI's Quarterly Report on Form 10-QSB for the fiscal quarters ended March 31, 2001 2003, and all other reports and documents heretofore filed by the Company with the SEC Securities and Exchange Commission (the "Commission") pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), ) since March December 31, 2001 2002 (collectively the "SEC Commission Filings"). F. e. Buyer acknowledges that in making its decision to purchase the Securities Shares it has (i) relied upon independent investigations made by it and its professional advisors, (ii) visited the Company's principal executive offices and been given access and the opportunity to examine all agreements, books and records of the Company which Buyer requested, (iii) received and examined the Company's draft Registration Statement on Form 10-SB prepared in connection with the Distribuiton, and (iv) been given an opportunity to ask questions of and to receive answers from the Company's executive and ESI'sexecutive officers, directors and management personnel concerning the business, financial position and results of operations of the Company, as well as the terms and conditions of the private placement of the Securities Shares by the Company. G. f. Buyer understands that sale of the Securities Shares have not been approved or disapproved by the SEC Commission or any state securities commission and that the foregoing authorities have not reviewed any documents or instruments in connection with the offer and sale to it of the Securities and have not confirmed or determined the adequacy or accuracy of any such documents or instruments. H. This Agreement has been duly and validly authorized, executed and delivered by Buyer and is a valid and binding agreement of Buyer enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally. I. Neither Buyer nor its affiliates, nor any person acting on its or their behalf, has the intention of entering, or will enter into, or has entered within the past 60 days, directly or indirectly, any put option, short position or other similar instrument or position with respect to the Common Stock and neither Buyer nor any of its affiliates, nor any person acting on its or their behalf, will use at any time shares of Common Stock acquired pursuant to this Agreement to settle any put option, short position or other similar instrument or position that may have been entered into prior to the execution of this Agreement; provided, however, that the Buyer may enter into any short sale or other hedging or similar arrangement it deems appropriate with respect to Conversion Shares commencing on the day it delivers a Conversion Notice with respect to such Conversion Shares, so long as such arrangements do not involve more than the number of such Conversion Shares (determined as of the date of such Conversion Notice). Neither Buyer nor any of its affiliates will engage in any action which will have the effect of rendering unavailable the exemption from the registration requirements of the Securities Act and all applicable state securities laws relied upon by the Company in issuing the Securities. Each Buyer hereby agrees to comply with all applicable requirements of federal and state securities laws in connection with any proposed offer, sale or other disposition of its Securities and to execute and deliver to the Company all such documents and other instruments as the Company may reasonably require in order to comply with all applicable federal and state securities laws and the regulations of any stock exchange or quotation system on which the Common Stock may be listed for trading.

BUYER'S REPRESENTATIONS, WARRANTIES; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. Each Buyer represents and warrants to and covenants and agrees with the Company as follows: A. Buyer is purchasing the Preferred Stock, the Warrants, the Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") and the shares Shares of Common Stock issuable upon conversion of the Preferred StockStock (the "Conversion Shares" and, including payment of interest collectively with the Preferred Shares, the Warrants and the Warrant Shares, the "Securities") for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. B. Buyer is (i) is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) is experienced in making investments of the kind contemplated by this Agreement, (iii) is capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, and (iv) acknowledges that and an investment in the Securities involves a high degree of risk, and (v) is able to afford the loss of its entire investment in the Securities. C. Buyer understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws; the Securities are "restricted securities" as defined in Rule 144 promulgated under the Securities Act, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Securities; D. Buyer has been furnished with or provided access to all materials relating to the business, financial position and results of operations of the Company, and all other materials requested by Buyer to enable it to make an informed investment decision with respect to the Securities. E. Buyer acknowledges that it has been furnished with, or had access to through the EDGAR system of the Securities and Exchange Commission (the "SEC"), xxxxxs of the Company's Annual Report on Form 10-KSB for the fiscal year ended March 31, 2001 and all other reports and documents heretofore filed by the Company with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since March 31, 2001 (collectively the "SEC Filings"). F. Buyer acknowledges that in making its decision to purchase the Securities it has been given an opportunity to ask questions of and to receive answers from the Company's executive officers, directors and management personnel concerning the business, financial position and results of operations of the Company, as well as the terms and conditions of the private placement of the Securities by the Company. G. E. Buyer understands that the Securities have not been approved or disapproved by the SEC Commission or any state securities commission and that the foregoing authorities have not reviewed any documents or instruments in connection with the offer and sale to it of the Securities and have not confirmed or determined the adequacy or accuracy of any such documents or instruments. H. F. This Agreement has been duly and validly authorized, executed and delivered by Buyer and is a valid and binding agreement of Buyer enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally. I. G. Neither Buyer nor its affiliates, affiliates nor any person acting on its or their behalf, behalf has the intention of entering, or will enter into, or has entered within prior to the past 60 days, directly or indirectlyclosing, any put option, short position or other similar instrument or position with respect to the Common Stock and neither Buyer nor any of its affiliates, affiliates nor any person acting on its or their behalf, behalf will use at any time shares of Common Stock acquired pursuant to this Agreement to settle any put option, short position or other similar instrument or position that may have been entered into prior to the execution of this Agreement; provided, however, that the Buyer may enter into any short sale or other hedging or similar arrangement it deems appropriate with respect to Conversion Shares commencing on the day it delivers a Conversion Notice with respect to such Conversion Shares, so long as such arrangements do not involve more than the number of such Conversion Shares (determined as of the date of such Conversion Notice). Neither Buyer nor any of its affiliates will engage in any action which will have the effect of rendering unavailable the exemption from the registration requirements of the Securities Act and all applicable state securities laws relied upon by the Company in issuing the Securities. Each Buyer hereby agrees to comply with all applicable requirements of federal and state securities laws in connection with any proposed offer, sale or other disposition of its Securities and to execute and deliver to the Company all such documents and other instruments as the Company may reasonably require in order to comply with all applicable federal and state securities laws and the regulations of any stock exchange or quotation system on which the Common Stock may be listed for trading.

BUYER'S REPRESENTATIONS, WARRANTIES; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. Each Buyer represents and warrants to and covenants and agrees with the Company as follows: A. Buyer is purchasing the Preferred StockShares, the Warrants, the Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") and the shares of Common Stock issuable upon conversion of the Preferred StockShares (the "Conversion Shares" and, including payment of interest collectively with the Preferred Shares, the Warrants and the Warrant Shares, the "Securities") for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. B. A. Buyer is (i) is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) is experienced in making investments of the kind contemplated by this Agreement, (iii) is capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, and (iv) acknowledges that and an investment in the Securities involves a high degree of risk, and (v) is able to afford the loss of its entire investment in the Securities. C. A. Buyer understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws; the Securities are "restricted securities" as defined in Rule 144 promulgated under the Securities Act, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Securities; D. A. Buyer has been furnished with or provided access to all materials relating to the business, financial position and results of operations of the Company, and all other materials requested by Buyer to enable it to make an informed investment decision with respect to the Securities. E. A. Buyer acknowledges that it has been furnished with, or had access to through all press releases issued by the EDGAR system of the Securities Company since December 31, 1998 and Exchange Commission (the "SEC"), xxxxxs has had access to copies of the Company's Annual Report on Form 10-KSB K for the fiscal year ended March December 31, 2001 1998, and all other reports and documents heretofore filed by the Company with the SEC Commission pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since March 31November 8, 2001 1996 (collectively collectively, the "SEC Commission Filings"). F. A. Buyer acknowledges that in making its decision to purchase the Securities it has been given an opportunity to ask questions of of, and to receive answers from from, the Company's executive officers, directors and management personnel concerning the business, financial position and results of operations of the Company, as well as the terms and conditions of the private placement of the Securities by the Company. G. A. Buyer understands that the Securities have not been approved or disapproved by the SEC Commission or any state securities commission and that the foregoing authorities have not reviewed any documents or instruments in connection with the offer and sale to it of the Securities and have not confirmed or determined the adequacy or accuracy of any such documents or instruments. H. A. This Agreement has been duly and validly authorized, executed and delivered by Buyer and is a valid and binding agreement of Buyer enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally. I. Neither Buyer nor its affiliates, nor any person acting on its or their behalf, has the intention of entering, or will enter into, or has entered within the past 60 days, directly or indirectly, any put option, short position or other similar instrument or position with respect to the Common Stock and neither Buyer nor any of its affiliates, nor any person acting on its or their behalf, will use at any time shares of Common Stock acquired pursuant to this Agreement to settle any put option, short position or other similar instrument or position that may have been entered into prior to the execution of this Agreement; provided, however, that the Buyer may enter into any short sale or other hedging or similar arrangement it deems appropriate with respect to Conversion Shares commencing on the day it delivers a Conversion Notice with respect to such Conversion Shares, so long as such arrangements do not involve more than the number of such Conversion Shares (determined as of the date of such Conversion Notice). Neither Buyer nor any of its affiliates will engage in any action which will have the effect of rendering unavailable the exemption from the registration requirements of the Securities Act and all applicable state securities laws relied upon by the Company in issuing the Securities. Each Buyer hereby agrees to comply with all applicable requirements of federal and state securities laws in connection with any proposed offer, sale or other disposition of its Securities and to execute and deliver to the Company all such documents and other instruments as the Company may reasonably require in order to comply with all applicable federal and state securities laws and the regulations of any stock exchange or quotation system on which the Common Stock may be listed for trading.

BUYER'S REPRESENTATIONS, WARRANTIES; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. Each Buyer represents and warrants to and covenants and agrees with the Company as follows: A. Buyer is purchasing the Debenture, Preferred StockShares issuable upon the exchange thereof, the Warrants, the Common Stock issuable upon exercise of the Warrants (the "Warrant SharesWARRANT SHARES") and the shares of Common Stock issuable upon conversion of the Debenture or the Preferred StockShares (in either case, including payment of interest the "CONVERSION SHARES" and, collectively with the Debenture, Preferred Shares, the Warrants and the Warrant Shares, the "SECURITIES") for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. B. Buyer is (i) is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) is experienced in making investments of the kind contemplated by this Agreement, (iii) is capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, and (iv) acknowledges that and an investment in the Securities involves a high degree of risk, and (v) is able to afford the loss of its entire investment in the Securities. C. Buyer understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws; the Securities are "restricted securities" as defined in Rule 144 promulgated under the Securities Act, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Securities; D. Buyer has been furnished with or provided access to all materials relating to the business, financial position and results of operations of the Company, and all other materials requested by Buyer to enable it to make an informed investment decision with respect to the Securities. E. Buyer acknowledges that it has been furnished with, or had access to through all press releases issued by the EDGAR system of the Securities Company since December 31, 1998 and Exchange Commission (the "SEC"), xxxxxs has had access to copies of the Company's Annual Report on Form 10-KSB for the fiscal year ended March December 31, 2001 1998, and all other reports and documents heretofore filed by the Company with the SEC Commission pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange EXCHANGE Act"), ) since March December 31, 2001 1998 (collectively collectively, the "SEC FilingsCOMMISSION FILINGS"). F. Buyer acknowledges that in making its decision to purchase the Securities it has been given an opportunity to ask questions of and to receive answers from the Company's executive officers, directors and management personnel concerning the business, financial position and results of operations of the Company, as well as the terms and conditions of the private placement of the Securities by the Company. G. Buyer understands that the Securities have not been approved or disapproved by the SEC Commission or any state securities commission and that the foregoing authorities have not reviewed any documents or instruments in connection with the offer and sale to it of the Securities and have not confirmed or determined the adequacy or accuracy of any such documents or instruments. H. This Agreement has been duly and validly authorized, executed and delivered by Buyer and is a valid and binding agreement of Buyer enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally. I. Neither Buyer nor its affiliates, affiliates nor any person acting on its or their behalf, behalf has the intention of entering, or will enter entering into, at any time prior to the conversion of the entire principal amount the Debenture or has entered within all shares of Preferred Stock and the past 60 days, directly or indirectlyexercise of the Warrants, any put option, short position or other similar instrument or position with respect to the Common Stock Stock, and neither Buyer nor any of its affiliates, affiliates nor any person acting on its or their behalf, behalf has or will use at any time shares of Common Stock acquired pursuant to this Agreement to settle any put option, short position or other similar instrument or position that may have been entered into prior to the execution of this Agreement; provided, however, that the Buyer may enter into any short sale or other hedging or similar arrangement it deems appropriate with respect to Conversion Shares commencing on the day it delivers a Conversion Notice with respect to such Conversion Shares, so long as such arrangements do not involve more than the number of such Conversion Shares (determined as of the date of such Conversion Notice). Neither Buyer nor any of its affiliates will engage in any action which will have the effect of rendering unavailable the exemption from the registration requirements of the Securities Act and all applicable state securities laws relied upon by the Company in issuing the Securities. Each Buyer hereby agrees to comply with all applicable requirements of federal and state securities laws in connection with any proposed offer, sale or other disposition of its Securities and to execute and deliver to the Company all such documents and other instruments as the Company may reasonably require in order to comply with all applicable federal and state securities laws and the regulations of any stock exchange or quotation system on which the Common Stock may be listed for trading.

BUYER'S REPRESENTATIONS, WARRANTIES; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. Each Buyer represents and warrants to and covenants and agrees with the Company as follows: A. Buyer is purchasing receiving in exchange of a convertible debenture, the Preferred Stock, the Warrants, the Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") and the shares of Common Stock issuable upon conversion of the Preferred Stock, including payment of interest for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. B. Buyer (i) is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) is experienced in making investments of the kind contemplated by this Agreement, (iii) is capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, (iv) acknowledges that and an investment in the Securities involves a high degree of risk, and (v) is able to afford the loss of its entire investment in the Securities. C. Buyer understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws; the Securities are "restricted securities" as defined in Rule 144 promulgated under the Securities Act, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Securities; D. Buyer has been furnished with or provided access to all materials relating to the business, financial position and results of operations of the Company, and all other materials requested by Buyer to enable it to make an informed investment decision with respect to the Securities. E. Buyer acknowledges that it has been furnished with, or had access to through the EDGAR XXXXX system of the Securities and Exchange Commission (the "SEC"), xxxxxs copies of the Company's Annual Report on Form 10-KSB for the fiscal year ended March 31, 2001 and all other reports and documents heretofore filed by the Company with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since March 31, 2001 (collectively the "SEC Filings"). F. Buyer acknowledges that in making its decision to purchase the Securities it has been given an opportunity to ask questions of and to receive answers from the Company's executive officers, directors and management personnel concerning the business, financial position and results of operations of the Company, as well as the terms and conditions of the private placement of the Securities by the Company. G. Buyer understands that the Securities have not been approved or disapproved by the SEC or any state securities commission and that the foregoing authorities have not reviewed any documents or instruments in connection with the offer and sale to it of the Securities and have not confirmed or determined the adequacy or accuracy of any such documents or instruments. H. This Agreement has been duly and validly authorized, executed and delivered by Buyer and is a valid and binding agreement of Buyer enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally. I. Neither Buyer nor its affiliates, nor any person acting on its or their behalf, has the intention of entering, or will enter into, or has entered within the past 60 days, directly or indirectly, any put option, short position or other similar instrument or position with respect to the Common Stock and neither Buyer nor any of its affiliates, nor any person acting on its or their behalf, will use at any time shares of Common Stock acquired pursuant to this Agreement to settle any put option, short position or other similar instrument or position that may have been entered into prior to the execution of this Agreement; provided, however, that the Buyer may enter into any short sale or other hedging or similar arrangement it deems appropriate with respect to Conversion Shares commencing on the day it delivers a Conversion Notice with respect to such Conversion Shares, so long as such arrangements do not involve more than the number of such Conversion Shares (determined as of the date of such Conversion Notice). Neither Buyer nor any of its affiliates will engage in any action which will have the effect of rendering unavailable the exemption from the registration requirements of the Securities Act and all applicable state securities laws relied upon by the Company in issuing the Securities. Each Buyer hereby agrees to comply with all applicable requirements of federal and state securities laws in connection with any proposed offer, sale or other disposition of its Securities and to execute and deliver to the Company all such documents and other instruments as the Company may reasonably require in order to comply with all applicable federal and state securities laws and the regulations of any stock exchange or quotation system on which the Common Stock may be listed for trading.

BUYER'S REPRESENTATIONS, WARRANTIES; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. Each Buyer represents and warrants to and covenants and agrees with the Company as follows: A. Buyer is purchasing the Preferred Stock, the Warrants, the Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") and the shares of Common Stock issuable upon conversion of the Preferred Stock, including payment of interest the Additional Amounts, as defined in the Certificate of Designations (the "Conversion Shares" and, collectively with the Preferred Stock, the Warrants and the Warrant Shares, the "Securities") for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. B. Buyer is (i) is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) is experienced in making investments of the kind contemplated by this Agreement, (iii) is capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, and (iv) acknowledges that and an investment in the Securities involves a high degree of risk, and (v) is able to afford the loss of its entire investment in the Securities. C. Buyer understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws; the Securities are "restricted securities" as defined in Rule 144 promulgated under the Securities Act, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Securities; D. Buyer has been furnished with or provided access to all materials relating to the business, financial position and results of operations of the Company, and all other materials requested by Buyer to enable it to make an informed investment decision with respect to the Securities. E. Buyer acknowledges that it has been furnished with, or had access to through the EDGAR XXXXX system of the Securities and Exchange Commission (the "SEC"), xxxxxs copies of the Company's Annual Report on Form 10-KSB for the fiscal year ended March December 31, 2001 1999 and all other reports and documents heretofore filed by the Company with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since March December 31, 2001 1999 (collectively the "SEC Filings"). F. Buyer acknowledges that in making its decision to purchase the Securities it has been given an opportunity to ask questions of and to receive answers from the Company's executive officers, directors and management personnel concerning the business, financial position and results of operations of the Company, as well as the terms and conditions of the private placement of the Securities by the Company. G. Buyer understands that the Securities have not been approved or disapproved by the SEC or any state securities commission and that the foregoing authorities have not reviewed any documents or instruments in connection with the offer and sale to it of the Securities and have not confirmed or determined the adequacy or accuracy of any such documents or instruments. H. This Agreement has been duly and validly authorized, executed and delivered by Buyer and is a valid and binding agreement of Buyer enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally. I. Neither Buyer nor its affiliates, nor any person acting on its or their behalf, has the intention of entering, or will enter into, prior to the closing, or has entered within the past 60 30 days, directly or indirectly, any put option, short position or other similar instrument or position with respect to the Common Stock and neither Buyer nor any of its affiliates, nor any person acting on its or their behalf, will use at any time shares of Common Stock acquired pursuant to this Agreement to settle any put option, short position or other similar instrument or position that may have been entered into prior to the execution of this Agreement; provided, however, that the Buyer may enter into any short sale or other hedging or similar arrangement it deems appropriate with respect to Conversion Shares commencing on the day it delivers a Conversion Notice with respect to such Conversion Shares, so long as such arrangements do not involve more than the number of such Conversion Shares (determined as of the date of such Conversion Notice). Neither Buyer nor any of its affiliates will engage in any action which will have the effect of rendering unavailable the exemption from the registration requirements of the Securities Act and all applicable state securities laws relied upon by the Company in issuing the Securities. Each Buyer hereby agrees to comply with all applicable requirements of federal and state securities laws in connection with any proposed offer, sale or other disposition of its Securities and to execute and deliver to the Company all such documents and other instruments as the Company may reasonably require in order to comply with all applicable federal and state securities laws and the regulations of any stock exchange or quotation system on which the Common Stock may be listed for trading.

BUYER'S REPRESENTATIONS, WARRANTIES; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. Each Buyer represents and warrants to and covenants and agrees with the Company Company, as follows: A. Buyer is purchasing the Preferred Stock, the Warrants, the Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") and the shares of Common Stock issuable upon conversion of the Preferred Stock, including payment of interest Shares for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. B. Buyer is (i) is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) is experienced in making investments of the kind contemplated by this Agreement, (iiiii) is capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, (iv) acknowledges that and an investment in the Securities involves a high degree of risk, and (viii) is able to afford the loss of its entire investment in the SecuritiesShares. C. Buyer understands that the Securities Shares are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws; the Securities are "restricted securities" as defined in Rule 144 promulgated under the Securities Act, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants covenants, respectively and severally, as set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the SecuritiesShares; D. Buyer has been furnished with or provided access to all materials relating to the business, financial position and results of operations of the Company, and all other materials requested by Buyer to enable it to make an informed investment decision with respect to the SecuritiesShares. E. Buyer acknowledges that it has been furnished with, or had access to through the EDGAR system of the Securities and Exchange Commission (the "SEC"), xxxxxs with copies of the Company's Annual Report on Form 10-KSB K for the fiscal year ended March December 31, 2001 1998 and all other reports and documents heretofore filed by the Company with the SEC Securities and Exchange Commission (the "Commission") pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), ) since March 31, 2001 the filing of the Annual Report (collectively the "SEC Commission Filings"). F. Buyer acknowledges that in making its decision to purchase the Securities Shares it has been given an opportunity to ask questions of and to receive answers from the Company's executive officers, directors and management personnel concerning the business, financial position and results of operations of the Company, as well as the terms and conditions of the private placement of the Securities Shares by the Company. G. Buyer understands that the Securities Shares have not been approved or disapproved by the SEC Commission or any state or Canadian securities commission commission, and that the foregoing authorities have not reviewed any documents or instruments in connection with the offer and sale to it of the Securities Shares, and have not confirmed or determined the adequacy or accuracy of any such documents or instruments. H. This Agreement has been duly and validly authorized, executed and delivered by Buyer and is a valid and binding agreement of Buyer enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally. I. Neither Buyer nor its affiliates, nor any person acting on its or their behalf, has the intention of entering, or will enter into, or has entered within the past 60 days, directly or indirectly, any put option, short position or other similar instrument or position with respect to the Common Stock and neither Buyer nor any of its affiliates, nor any person acting on its or their behalf, will use at any time shares of Common Stock acquired pursuant to this Agreement to settle any put option, short position or other similar instrument or position that may have been entered into prior to the execution of this Agreement; provided, however, that the Buyer may enter into any short sale or other hedging or similar arrangement it deems appropriate with respect to Conversion Shares commencing on the day it delivers a Conversion Notice with respect to such Conversion Shares, so long as such arrangements do not involve more than the number of such Conversion Shares (determined as of the date of such Conversion Notice). Neither Buyer nor any of its affiliates will engage in any action which will have the effect of rendering unavailable the exemption from the registration requirements of the Securities Act and all applicable state securities laws relied upon by the Company in issuing the Securities. Each Buyer hereby agrees to comply with all applicable requirements of federal and state securities laws in connection with any proposed offer, sale or other disposition of its Securities and to execute and deliver to the Company all such documents and other instruments as the Company may reasonably require in order to comply with all applicable federal and state securities laws and the regulations of any stock exchange or quotation system on which the Common Stock may be listed for trading.

BUYER'S REPRESENTATIONS, WARRANTIES; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. Each Buyer represents and warrants to and covenants and agrees with the Company as follows: A. Buyer is purchasing the Preferred Stock, the Warrants, the Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") and the shares of Common Stock issuable upon conversion of the Preferred Stock (the "Conversion Shares" and, collectively with the Preferred Stock, including payment of interest the Warrants and the Warrant Shares, the "Securities") for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. B. Buyer is (i) is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) is experienced in making investments of the kind contemplated by this Agreement, (iii) is capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, and (iv) acknowledges that and an investment in the Securities involves a high degree of risk, and (v) is able to afford the loss of its entire investment in the Securities. C. Buyer understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws; the Securities are "restricted securities" as defined in Rule 144 promulgated under the Securities Act, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Securities; ; D. Buyer has been furnished with or provided access to all materials relating to the business, financial position and results of operations of the Company, and all other materials requested by Buyer to enable it to make an informed investment decision with respect to the Securities. E. Buyer acknowledges that it has been furnished with, or had access to through the EDGAR system of the Securities and Exchange Commission (the "SEC"), xxxxxs of the Company's Annual Report on Form 10-KSB for the fiscal year ended March 31, 2001 and all other reports and documents heretofore filed by the Company with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since March 31, 2001 (collectively the "SEC Filings"). F. Buyer acknowledges that in making its decision to purchase the Securities it has been given an opportunity to ask questions of and to receive answers from the Company's executive officers, directors and management personnel concerning the business, financial position and results of operations of the Company, as well as the terms and conditions of the private placement of the Securities by the Company. G. Buyer understands that the Securities have not been approved or disapproved by the SEC or any state securities commission and that the foregoing authorities have not reviewed any documents or instruments in connection with the offer and sale to it of the Securities and have not confirmed or determined the adequacy or accuracy of any such documents or instruments. H. This Agreement has been duly and validly authorized, executed and delivered by Buyer and is a valid and binding agreement of Buyer enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally. I. Neither Buyer nor its affiliates, nor any person acting on its or their behalf, has the intention of entering, or will enter into, or has entered within the past 60 days, directly or indirectly, any put option, short position or other similar instrument or position with respect to the Common Stock and neither Buyer nor any of its affiliates, nor any person acting on its or their behalf, will use at any time shares of Common Stock acquired pursuant to this Agreement to settle any put option, short position or other similar instrument or position that may have been entered into prior to the execution of this Agreement; provided, however, that the Buyer may enter into any short sale or other hedging or similar arrangement it deems appropriate with respect to Conversion Shares commencing on the day it delivers a Conversion Notice with respect to such Conversion Shares, so long as such arrangements do not involve more than the number of such Conversion Shares (determined as of the date of such Conversion Notice). Neither Buyer nor any of its affiliates will engage in any action which will have the effect of rendering unavailable the exemption from the registration requirements of the Securities Act and all applicable state securities laws relied upon by the Company in issuing the Securities. Each Buyer hereby agrees to comply with all applicable requirements of federal and state securities laws in connection with any proposed offer, sale or other disposition of its Securities and to execute and deliver to the Company all such documents and other instruments as the Company may reasonably require in order to comply with all applicable federal and state securities laws and the regulations of any stock exchange or quotation system on which the Common Stock may be listed for trading.

BUYER'S REPRESENTATIONS, WARRANTIES; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. Each Buyer represents and warrants to and covenants and agrees with the Company as follows: A. Buyer is purchasing the Preferred StockShares, the Warrants, the Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") ), the Common Stock, if any, issuable in payment of dividends on the Preferred Shares (the "Dividend Shares"), and the shares of Common Stock issuable upon conversion or redemption of the Preferred StockShares (the "Conversion Shares" and, including payment of interest collectively with the Preferred Shares, the Warrants, the Warrant Shares and the Dividend Shares, the "Securities") for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. B. Buyer is (i) is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) is experienced in making investments of the kind contemplated by this Agreement, (iii) is capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, and (iv) acknowledges that and an investment in the Securities involves a high degree of risk, and (v) is able to afford the loss of its entire investment in the Securities. C. Buyer understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws; the Securities are "restricted securities" as defined in Rule 144 promulgated under the Securities Act, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Securities; D. Buyer has been furnished with or provided access to all materials relating to the business, financial position and results of operations of the Company, and all other materials requested by Buyer to enable it to make an informed investment decision with respect to the Securities. E. Buyer acknowledges that it has been furnished with, or had access to through the EDGAR system of the Securities and Exchange Commission (the "SEC"), xxxxxs of the Company's Annual Report on Form 10-KSB for the fiscal year ended March 31, 2001 and all other reports and documents heretofore filed by the Company with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since March 31, 2001 (collectively the "SEC Filings"). F. Buyer acknowledges that in making its decision to purchase the Securities it has been given an opportunity to ask questions of and to receive answers from the Company's executive officers, directors and management personnel concerning the business, financial position and results of operations of the Company, as well as the terms and conditions of the private placement of the Securities by the Company. G. Buyer understands that the Securities have not been approved or disapproved by the SEC Securities and Exchange Commission (the "Commission") or any state securities commission and that the foregoing authorities have not reviewed any documents or instruments in connection with the offer and sale to it of the Securities and have not confirmed or determined the adequacy or accuracy of any such documents or instrumentscommission. H. E. This Agreement has been duly and validly authorized, executed and delivered by Buyer and is a valid and binding agreement of Buyer enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generallygenerally and except as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. I. F. Neither Buyer nor its affiliates, affiliates nor any person acting on its or their behalf, behalf has the intention of entering, or will enter into, or has entered within prior to the past 60 days, directly or indirectlyclosing, any put option, short position or other similar instrument or position with respect to the Common Stock and neither Buyer nor any of its affiliates, affiliates nor any person acting on its or their behalf, behalf will use at any time shares of Common Stock acquired pursuant to this Agreement to settle any put option, short position or other similar instrument or position that may have been entered into prior to the execution of this Agreement; provided, however, that the Buyer may enter into any short sale or other hedging or similar arrangement it deems appropriate with respect to Conversion Shares commencing on the day it delivers a Conversion Notice with respect to such Conversion Shares, so long as such arrangements do not involve more than the number of such Conversion Shares (determined as of the date of such Conversion Notice). Neither Buyer nor any of its affiliates will engage in any action which will have the effect of rendering unavailable the exemption from the registration requirements of the Securities Act and all applicable state securities laws relied upon by the Company in issuing the Securities. Each Buyer hereby agrees to comply with all applicable requirements of federal and state securities laws in connection with any proposed offer, sale or other disposition of its Securities and to execute and deliver to the Company all such documents and other instruments as the Company may reasonably require in order to comply with all applicable federal and state securities laws and the regulations of any stock exchange or quotation system on which the Common Stock may be listed for trading.

BUYER'S REPRESENTATIONS, WARRANTIES; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. Each Buyer represents and warrants to and covenants and agrees with the Company as follows: A. (1) Buyer is purchasing the Preferred StockShares, the Warrants, the Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") and the shares of Common Stock issuable upon conversion of the Preferred StockShares (the "Conversion Shares" and, including payment of interest collectively with the Preferred Shares, the Warrants and the Warrant Shares, the "Securities") for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. B. (2) Buyer is (i) is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) is experienced in making investments of the kind contemplated by this Agreement, (iii) is capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, and (iv) acknowledges that and an investment in the Securities involves a high degree of risk, and (v) is able to afford the loss of its entire investment in the Securities. C. (3) Buyer understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws; the Securities are "restricted securities" as defined in Rule 144 promulgated under the Securities Act, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Securities; D. (4) Buyer has been furnished with or provided access to all materials relating to the business, financial position and results of operations of the Company, and all other materials requested by Buyer to enable it to make an informed investment decision with respect to the Securities. E. (5) Buyer acknowledges that it has been furnished withwith all press releases issued by the Company since May 31, or had access to through the EDGAR system of the Securities 1998 and Exchange Commission (the "SEC"), xxxxxs with copies of the Company's Annual Report on Form 10-KSB for the fiscal year ended March May 31, 2001 1998, and all other reports and documents heretofore filed by the Company with the SEC Commission pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since March May 31, 2001 1998 (collectively collectively, the "SEC Commission Filings"). F. (6) Buyer acknowledges that in making its decision to purchase the Securities it has been given an opportunity to ask questions of of, and to receive answers from from, the Company's executive officers, directors and management personnel concerning the business, financial position and results of operations of the Company, as well as the terms and conditions of the private placement of the Securities by the Company. G. (7) Buyer understands that the Securities have not been approved or disapproved by the SEC Commission or any state securities commission and that the foregoing authorities have not reviewed any documents or instruments in connection with the offer and sale to it of the Securities and have not confirmed or determined the adequacy or accuracy of any such documents or instruments. H. (8) This Agreement has been duly and validly authorized, executed and delivered by Buyer and is a valid and binding agreement of Buyer enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally. I. (9) Neither Buyer nor its affiliates, affiliates nor any person acting on its or their behalf, behalf has the intention of entering, or will enter into, at any time prior to the conversion of the Preferred Stock or has entered within exercise of the past 60 days, directly or indirectlyWarrants, any put option, short position or other similar instrument or position with respect to the Common Stock Stock, and neither Buyer nor any of its affiliates, affiliates nor any person acting on its or their behalf, behalf will use at any time shares of Common Stock acquired pursuant to this Agreement to settle any put option, short position or other similar instrument or position that may have been entered into prior to the execution of this Agreement; provided, however, that the Buyer may enter into any short sale or other hedging or similar arrangement it deems appropriate with respect to Conversion Shares commencing on the day it delivers a Conversion Notice with respect to such Conversion Shares, so long as such arrangements do not involve more than the number of such Conversion Shares (determined as of the date of such Conversion Notice). Neither Buyer nor any of its affiliates will engage in any action which will have the effect of rendering unavailable the exemption from the registration requirements of the Securities Act and all applicable state securities laws relied upon by the Company in issuing the Securities. Each Buyer hereby agrees to comply with all applicable requirements of federal and state securities laws in connection with any proposed offer, sale or other disposition of its Securities and to execute and deliver to the Company all such documents and other instruments as the Company may reasonably require in order to comply with all applicable federal and state securities laws and the regulations of any stock exchange or quotation system on which the Common Stock may be listed for trading.

BUYER'S REPRESENTATIONS, WARRANTIES; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. Each Buyer represents and warrants to and covenants and agrees with the Company as follows: A. Buyer is purchasing the Initially Issued Preferred StockShares, the Subsequently Issued Preferred Shares, the Initially Issued Warrants, the Subsequently Issued Warrants, the Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") and the shares of Common Stock issuable upon conversion of the Preferred StockShares (the "Conversion Shares" and, including payment of interest collectively with the Preferred Shares, the Warrants and the Warrant Shares, the "Securities") for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. B. Buyer is (i) is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) is experienced in making investments of the kind contemplated by this Agreement, (iii) is capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, and (iv) acknowledges that and an investment in the Securities involves a high degree of risk, and (v) is able to afford the loss of its entire investment in the Securities. C. Buyer understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws; the Securities are "restricted securities" as defined in Rule 144 promulgated under the Securities Act, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Securities; D. Buyer has been furnished with or provided access to all materials relating to the business, financial position and results of operations of the Company, and all other materials requested by Buyer to enable it to make an informed investment decision with respect to the Securities. E. Buyer acknowledges that it has been furnished with, or had access to through the EDGAR system of the Securities and Exchange Commission (the "SEC"), xxxxxs with copies of the Company's Annual Report on Form 10-KSB for the fiscal year ended March 31September 30, 2001 1997, and all other reports and documents heretofore filed by the Company with the SEC Commission pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act")) since September 30, since March 311997 (collectively, 2001 (collectively the "SEC Commission Filings"). F. Buyer acknowledges that in making its decision to purchase the Securities it has been given an opportunity to ask questions of and to receive answers from the Company's executive officers, directors and management personnel concerning the business, financial position and results of operations of the Company, as well as the terms and conditions of the private placement of the Securities by the Company. G. Buyer understands that the Securities have not been approved or disapproved by the SEC Commission or any state securities commission and that the foregoing authorities have not reviewed any documents or instruments in connection with the offer and sale to it of the Securities and have not confirmed or determined the adequacy or accuracy of any such documents or instruments. H. This Agreement has been duly and validly authorized, executed and delivered by Buyer and is a valid and binding agreement of Buyer enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally. I. Neither Buyer nor its affiliates, affiliates nor any person acting on its or their behalf, behalf has the intention of entering, or will enter into, at any time prior to the conversion of the Initially Issued Preferred Stock, Initially Issued Warrants, Subsequently Issued Preferred Stock or has entered within the past 60 days, directly or indirectlySubsequently Issued Warrants, any put option, short position or other similar instrument or position with respect to the Common Stock and neither Buyer nor any of its affiliates, affiliates nor any person acting on its or their behalf, behalf will use at any time shares of Common Stock acquired pursuant to this Agreement to settle any put option, short position or other similar instrument or position that may have been entered into prior to the execution of this Agreement; provided, however, that the Buyer may enter into any short sale or other hedging or similar arrangement it deems appropriate with respect to Conversion Shares commencing on the day it delivers a Conversion Notice with respect to such Conversion Shares, so long as such arrangements do not involve more than the number of such Conversion Shares (determined as of the date of such Conversion Notice). Neither Buyer nor any of its affiliates will engage in any action which will have the effect of rendering unavailable the exemption from the registration requirements of the Securities Act and all applicable state securities laws relied upon by the Company in issuing the Securities. Each Buyer hereby agrees to comply with all applicable requirements of federal and state securities laws in connection with any proposed offer, sale or other disposition of its Securities and to execute and deliver to the Company all such documents and other instruments as the Company may reasonably require in order to comply with all applicable federal and state securities laws and the regulations of any stock exchange or quotation system on which the Common Stock may be listed for trading.

BUYER'S REPRESENTATIONS, WARRANTIES; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. Each Buyer represents and warrants to and covenants and agrees with the Company as follows: A. Buyer is purchasing the Preferred Stock, the Warrants, the Common Stock issuable upon exercise of Debentures and the Warrants (the "Warrant Shares") and the shares of Common Stock issuable upon conversion of the Preferred Stock, including payment of interest for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. B. Buyer is (i) is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) is experienced in making investments of the kind contemplated by this Agreement, (iii) is capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, and (iv) acknowledges that and an investment in the Securities involves a high degree of risk, and (v) is able to afford the loss of its entire investment in the Securities. C. Buyer understands that the Securities (and the Common Stock issuable upon conversion thereof) are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws; the Securities are "restricted securities" as defined in Rule 144 promulgated under the Securities Act, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Securities; D. Buyer has been furnished with or provided access to all materials relating to the business, financial position and results of operations of the Company, and all other materials requested by Buyer to enable it to make an informed investment decision with respect to the Securities. E. Buyer acknowledges that it has been furnished with, or had access to through the EDGAR system with copies of the Securities and Exchange Commission (the "SEC"), xxxxxs of i) the Company's Annual Report Reports on Form 10- KSB for the fiscal years ended December 31, 1997 and December 31, 1996, (ii) the Company's quarterly reports on Form 10-KSB for the fiscal year ended March 31KSB, 2001 and (iii) and all other reports and documents heretofore filed by the Company with the SEC Securities and Exchange Commission (the "Commission") pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act")) since November 1, since March 31, 2001 1996 (collectively the "SEC Commission Filings"). F. Buyer acknowledges that in making its decision to purchase the Securities it has (i) relied upon independent investigations made by it and its professional advisors, (ii) visited the Company's principal executive offices and been given access and the opportunity to examine all material agreements, books and records of the Company and all documents relating to the Company's private placement of the Securities, and (iii) been given an opportunity to ask questions of and to receive answers from the Company's executive officers, directors and management personnel concerning the business, financial position and results of operations of the Company, as well as the terms and conditions of the private placement of the Securities by the Company. G. Buyer understands that the Securities have not been approved or disapproved by the SEC Commission or any state securities commission and that the foregoing authorities have not reviewed any documents or instruments in connection with the offer and sale to it of the Securities and have not confirmed or determined the adequacy or accuracy of any such documents or instruments. H. This Agreement has been duly and validly authorized, executed and delivered by Buyer and is a valid and binding agreement of Buyer enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally. I. Neither Buyer nor its affiliates, affiliates nor any person acting on its or their behalf, behalf has the intention of entering, or will enter into, or has entered within prior to the past 60 days, directly or indirectlyclosing, any put option, short position or other similar instrument or position with respect to the Common Stock and neither Buyer nor any of its affiliates, affiliates nor any person acting on its or their behalf, behalf will use at any time shares of Common Stock acquired pursuant to this Agreement or the Securities to settle any put option, short position or other similar instrument or position that may have been entered into prior to the execution of this Agreement; provided, however, that the Buyer may enter into any short sale or other hedging or similar arrangement it deems appropriate with respect to Conversion Shares commencing on the day it delivers a Conversion Notice with respect to such Conversion Shares, so long as such arrangements do not involve more than the number of such Conversion Shares (determined as of the date of such Conversion Notice). Neither Buyer nor any of its affiliates will engage in any action which will have the effect of rendering unavailable the exemption from the registration requirements of the Securities Act and all applicable state securities laws relied upon by the Company in issuing the Securities. Each Buyer hereby agrees to comply with all applicable requirements of federal and state securities laws in connection with any proposed offer, sale or other disposition of its Securities and to execute and deliver to the Company all such documents and other instruments as the Company may reasonably require in order to comply with all applicable federal and state securities laws and the regulations of any stock exchange or quotation system on which the Common Stock may be listed for trading.

BUYER'S REPRESENTATIONS, WARRANTIES; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. Each Buyer represents and warrants to and covenants and agrees with the Company as follows: A. a. Buyer is purchasing the Preferred Stock, the Warrants, the Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") and the shares Shares of Common Stock issuable upon conversion of the Preferred Stock, including payment of interest for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act of 1933, as amended (the "Securities Act"). B. b. Buyer is (i) is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) is experienced in making investments of the kind contemplated by this Agreement, (iii) is capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, and (iv) acknowledges that and an investment in the Securities involves a high degree of risk, and (v) is able to afford the loss of its entire investment in the Securities. C. c. Buyer understands that the Securities Shares of Common Stock are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws; the Securities are "restricted securities" as defined in Rule 144 promulgated under the Securities Act, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the SecuritiesShares; D. d. Buyer has been furnished with or provided access to all materials relating to the business, financial position and results of operations of the Company, and all other materials requested by Buyer to enable it to make an informed investment decision with respect to the SecuritiesShares. E. e. Buyer acknowledges that it has been furnished with, or had access to through the EDGAR system of the Securities and Exchange Commission (the "SEC"), xxxxxs with copies of the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1997, the Company's Quarterly Reports on Form 10-QSB for the fiscal quarters ended March 31, 2001 1998, June 30, 1998 and September 30, 1998, respectively, and all other reports and documents heretofore filed by the Company with the SEC Securities and Exchange Commission (the "Commission") pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), ) since March December 31, 2001 1997 (collectively the "SEC Commission Filings"). F. f. Buyer acknowledges that in making its decision to purchase the Securities Shares it has (i) relied upon independent investigations made by it and its professional advisors, (ii) visited the Company's principal executive offices and been given access and the opportunity to examine all material agreements, books and records of the Company and all documents relating to the Company's private placement of the Shares, and (iii) been given an opportunity to ask questions of and to receive answers from the Company's executive officers, directors and management personnel concerning the business, financial position and results of operations of the Company, as well as the terms and conditions of the private placement of the Securities Shares by the Company. G. g. Buyer understands that sale of the Securities Shares have not been approved or disapproved by the SEC Commission or any state securities commission and that the foregoing authorities have not reviewed any documents or instruments in connection with the offer and sale to it of the Securities and have not confirmed or determined the adequacy or accuracy of any such documents or instruments. H. h. This Agreement has been duly and validly authorized, executed and delivered by the Buyer and is a valid and binding agreement of the Buyer enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally. I. i. Neither Buyer nor its affiliates, affiliates nor any person acting on its or their behalf, behalf has the intention of entering, or will enter into, or has entered within prior to the past 60 days, directly or indirectlyClosing, any put option, short position or other similar instrument or position with respect to the Common Stock and neither Buyer nor any of its affiliates, affiliates nor any person acting on its or their behalf, behalf will use at any time shares of Common Stock acquired pursuant to this Agreement to settle any put option, short position or other similar instrument or position that may have been entered into prior to the execution of this Agreement; provided, however, that the Buyer may enter into Agreement or any short sale or other hedging or similar arrangement it deems appropriate with respect to Conversion Shares commencing on the day it delivers a Conversion Notice with respect to such Conversion Shares, so long as such arrangements do not involve more than the number of such Conversion Shares (determined as issuance of the date of such Conversion Notice). Neither Buyer nor any of its affiliates will engage in any action which will have the effect of rendering unavailable the exemption from the registration requirements of the Securities Act and all applicable state securities laws relied upon by the Company in issuing the Securities. Each Buyer hereby agrees to comply with all applicable requirements of federal and state securities laws in connection with any proposed offer, sale or other disposition of its Securities and to execute and deliver to the Company all such documents and other instruments as the Company may reasonably require in order to comply with all applicable federal and state securities laws and the regulations of any stock exchange or quotation system on which the Common Stock may be listed for tradingShares.

BUYER'S REPRESENTATIONS, WARRANTIES; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. Each Buyer represents and warrants to and covenants and agrees with the Company as follows: A. a. Buyer is purchasing the Preferred Stock, the Warrants, the Common Stock issuable upon exercise of the Warrants Debentures (the "Warrant Shares") and the shares of Common Stock issuable upon conversion of the Preferred Stock, including payment of interest thereof) for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act of 1933, as amended (the "Securities Act"). B. b. Buyer is (i) is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) is experienced in making investments of the kind contemplated by this Agreement, (iii) is capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, and (iv) acknowledges that and an investment in the Securities involves a high degree of risk, and (v) is able to afford the loss of its entire investment in the Securities. C. c. Buyer understands that the Securities Debentures (and the Common Stock issuable upon conversion thereof) are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws; the Securities are "restricted securities" as defined in Rule 144 promulgated under the Securities Act, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the SecuritiesDebentures; D. d. Buyer has been furnished with or provided access to all materials relating to the business, financial position and results of operations of the Company, and all other materials requested by Buyer to enable it to make an informed investment decision with respect to the SecuritiesDebentures. E. e. Buyer acknowledges that it has been furnished with, or had access to through the EDGAR system of the Securities and Exchange Commission (the "SEC"), xxxxxs with copies of the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1995, the Company's Quarterly Reports on Form 10-QSB for the fiscal quarters ended March 31, 2001 1996, June 30, 1996 and September 30, 1996, respectively, and all other reports and documents heretofore filed by the Company with the SEC Securities and Exchange Commission (the "Commission") pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), ) since March December 31, 2001 1995 (collectively the "SEC Commission Filings"). F. f. Buyer acknowledges that in making its decision to purchase the Securities Debentures it has (i) relied upon independent investigations made by it and its professional advisors, (ii) visited the Company's principal executive offices and been given access and the opportunity to examine all material agreements, books and records of the Company and all documents relating to the Company's private placement of the Debentures, and (iii) been given an opportunity to ask questions of and to receive answers from the Company's executive officers, directors and management personnel concerning the business, financial position and results of operations of the Company, as well as the terms and conditions of the private placement of the Securities Debentures by the Company. G. g. Buyer understands that the Securities have not been approved or disapproved by the SEC Commission or any state securities commission and that the foregoing authorities have not reviewed any documents or instruments in connection with the offer and sale to it of the Securities and have not confirmed or determined the adequacy or accuracy of any such documents or instruments. H. h. This Agreement has been duly and validly authorized, executed and delivered by the Buyer and is a valid and binding agreement of the Buyer enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally. I. i. Neither Buyer nor its affiliates, affiliates nor any person acting on its or their behalf, behalf has the intention of entering, or will enter into, or has entered within prior to the past 60 days, directly or indirectlyClosing, any put option, short position or other similar instrument or position with respect to the Common Stock and neither Buyer nor any of its affiliates, affiliates nor any person acting on its or their behalf, behalf will use at any time shares of Common Stock acquired pursuant to this Agreement or the Debentures to settle any put option, short position or other similar instrument or position that may have been entered into prior to the execution of this Agreement; provided, however, that the Buyer may enter into any short sale or other hedging or similar arrangement it deems appropriate with respect to Conversion Shares commencing on the day it delivers a Conversion Notice with respect to such Conversion Shares, so long as such arrangements do not involve more than the number of such Conversion Shares (determined as of the date of such Conversion Notice). Neither Buyer nor any of its affiliates will engage in any action which will have the effect of rendering unavailable the exemption from the registration requirements of the Securities Act and all applicable state securities laws relied upon by the Company in issuing the Securities. Each Buyer hereby agrees to comply with all applicable requirements of federal and state securities laws in connection with any proposed offer, sale or other disposition of its Securities and to execute and deliver to the Company all such documents and other instruments as the Company may reasonably require in order to comply with all applicable federal and state securities laws and the regulations of any stock exchange or quotation system on which the Common Stock may be listed for trading.

BUYER'S REPRESENTATIONS, WARRANTIES; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. Each Buyer represents and warrants to and covenants and agrees with the Company as follows: A. Buyer is purchasing the Preferred Stock, the Warrants, the Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") and the shares of Common Stock issuable upon conversion of the Preferred Stock, including payment of interest for its own account, for investment purposes pur- poses only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. B. Buyer is (i) is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) is experienced in making investments of the kind contemplated by this Agreement, (iii) is capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the SecuritiesCommon Stock, and (iv) acknowledges that and an investment in the Securities involves a high degree of risk, and (v) is able to afford the loss of its entire Buyer's investment in the SecuritiesCommon Stock. C. Buyer understands that the Securities are Common Stock is being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws; the Securities are "restricted securities" as defined in Rule 144 promulgated under the Securities Act, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the SecuritiesCommon Stock; D. Buyer has been furnished with or provided access to all materials relating to the business, financial position and results of operations of the Company, and all other materials requested by Buyer to enable it to make an informed investment decision with respect to the SecuritiesCommon Stock. E. Buyer acknowledges that it Buyer has been furnished with, or had access to through the EDGAR XXXXX system of the Securities and Exchange Commission (the "SEC"), xxxxxs copies of the Company's Annual Report on Form 10-KSB for the fiscal year ended March December 31, 2001 1999 and all other reports and documents heretofore filed by the Company with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since March December 31, 2001 1999 (collectively the "SEC Filings"). F. Buyer acknowledges that that, in making its the decision to purchase the Securities it Common Stock, Buyer has been given an opportunity to ask questions of and to receive answers from the Company's executive officers, directors and management personnel concerning the business, financial position and results of operations of the Company, as well as the terms and conditions of the private placement of the Securities Common Stock by the Company. G. Buyer understands that the Securities have Common Stock has not been approved or disapproved by the SEC or any state securities commission and that the foregoing authorities have not reviewed any documents or instruments in connection with the offer and sale to it of the Securities Common Stock and have not confirmed or determined the adequacy or accuracy of any such documents or instruments. H. This Agreement has been duly and validly authorized, executed and delivered by Buyer and is a valid and binding agreement of Buyer enforceable against it Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally. I. Neither Buyer nor its affiliates, nor any person acting on its or their behalf, has the intention of entering, or will enter into, prior to the closing, or has entered within the past 60 30 days, directly or indirectly, any put option, short position or other similar instrument or position with respect to the Common Stock and neither Buyer nor any of its affiliates, nor any person acting on its or their behalf, will use at any time shares of Common Stock acquired pursuant to this Agreement to settle any put option, short position or other similar instrument or position that may have been entered into prior to the execution of this Agreement; provided, however, that the Buyer may enter into any short sale or other hedging or similar arrangement it deems appropriate with respect to Conversion Shares commencing on the day it delivers a Conversion Notice with respect to such Conversion Shares, so long as such arrangements do not involve more than the number of such Conversion Shares (determined as of the date of such Conversion Notice). Neither Buyer nor any of its affiliates will engage in any action which will have the effect of rendering unavailable the exemption from the registration requirements of the Securities Act and all applicable state securities laws relied upon by the Company in issuing the Securities. Each Buyer hereby agrees to comply with all applicable requirements of federal and state securities laws in connection with any proposed offer, sale or other disposition of its Securities and to execute and deliver to the Company all such documents and other instruments as the Company may reasonably require in order to comply with all applicable federal and state securities laws and the regulations of any stock exchange or quotation system on which the Common Stock may be listed for trading.

BUYER'S REPRESENTATIONS, WARRANTIES; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. Each Buyer represents and warrants to and covenants and agrees with the Company as follows: A. Buyer is purchasing the Preferred Stock, the Warrants, the Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") and the shares of Common Stock issuable upon conversion of the Preferred Stock, including payment of interest for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. B. Buyer (i) is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) is experienced in making investments of the kind contemplated by this Agreement, (iii) is capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, (iv) acknowledges that and an investment in the Securities involves a high degree of risk, and (v) is able to afford the loss of its entire investment in the Securities. C. Buyer understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws; the Securities are "restricted securities" as defined in Rule 144 promulgated under the Securities Act, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Securities; D. Buyer has been furnished with or provided access to all materials relating to the business, financial position and results of operations of the Company, and all other materials requested by Buyer to enable it to make an informed investment decision with respect to the Securities. E. Buyer acknowledges that it has been furnished with, or had access to through the EDGAR XXXXX system of the Securities and Exchange Commission (the "SEC"), xxxxxs copies of the Company's Annual Report on Form 10-KSB for the fiscal year ended March 31, 2001 and all other reports and documents heretofore filed by the Company with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since March 31, 2001 (collectively the "SEC Filings"). F. Buyer acknowledges that in making its decision to purchase the Securities it has been given an opportunity to ask questions of and to receive answers from the Company's executive officers, directors and management personnel concerning the business, financial position and results of operations of the Company, as well as the terms and conditions of the private placement of the Securities by the Company. G. Buyer understands that the Securities have not been approved or disapproved by the SEC or any state securities commission and that the foregoing authorities have not reviewed any documents or instruments in connection with the offer and sale to it of the Securities and have not confirmed or determined the adequacy or accuracy of any such documents or instruments. H. This Agreement has been duly and validly authorized, executed and delivered by Buyer and is a valid and binding agreement of Buyer enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally. I. Neither Buyer nor its affiliates, nor any person acting on its or their behalf, has the intention of entering, or will enter into, or has entered within the past 60 days, directly or indirectly, any put option, short position or other similar instrument or position with respect to the Common Stock and neither Buyer nor any of its affiliates, nor any person acting on its or their behalf, will use at any time shares of Common Stock acquired pursuant to this Agreement to settle any put option, short position or other similar instrument or position that may have been entered into prior to the execution of this Agreement; provided, however, that the Buyer may enter into any short sale or other hedging or similar arrangement it deems appropriate with respect to Conversion Shares commencing on the day it delivers a Conversion Notice with respect to such Conversion Shares, so long as such arrangements do not involve more than the number of such Conversion Shares (determined as of the date of such Conversion Notice). Neither Buyer nor any of its affiliates will engage in any action which will have the effect of rendering unavailable the exemption from the registration requirements of the Securities Act and all applicable state securities laws relied upon by the Company in issuing the Securities. Each Buyer hereby agrees to comply with all applicable requirements of federal and state securities laws in connection with any proposed offer, sale or other disposition of its Securities and to execute and deliver to the Company all such documents and other instruments as the Company may reasonably require in order to comply with all applicable federal and state securities laws and the regulations of any stock exchange or quotation system on which the Common Stock may be listed for trading.

BUYER'S REPRESENTATIONS, WARRANTIES; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. Each Buyer represents and warrants to and covenants and agrees with the Company as follows: A. Buyer is purchasing the Preferred StockShares, the Warrants, the Redemption Warrants, if any, the Common Stock issuable upon exercise of the Warrants and the Redemption Warrants, if any, (the "Warrant Shares") and the shares of Common Stock issuable upon conversion of the Preferred StockShares (the "Conversion Shares" and, including payment of interest collectively with the Preferred Shares, the Warrants, the Redemption Warrants and the Warrant Shares, the "Securities") for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. B. Buyer is (i) is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) is experienced in making investments of the kind contemplated by this Agreement, (iii) is capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, and (iv) acknowledges that and an investment in the Securities involves a high degree of risk, and (v) is able to afford the loss of its entire investment in the Securities. C. Buyer understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws; the Securities are "restricted securities" as defined in Rule 144 promulgated under the Securities Act, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Securities; D. Buyer has been furnished with or provided access to all materials relating to the business, financial position and results of operations of the Company, and all other materials requested by Buyer to enable it to make an informed investment decision with respect to the Securities. E. Buyer acknowledges that it has been furnished with, or had access to through the EDGAR system of the Securities and Exchange Commission (the "SEC"), xxxxxs of the Company's Annual Report on Form 10-KSB for the fiscal year ended March 31, 2001 and all other reports and documents heretofore filed by the Company with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since March 31, 2001 (collectively the "SEC Filings"). F. Buyer acknowledges that in making its decision to purchase the Securities it has been given an opportunity to ask questions of and to receive answers from the Company's executive officers, directors and management personnel concerning the business, financial position and results of operations of the Company, as well as the terms and conditions of the private placement of the Securities by the Company. G. E. Buyer understands that the Securities have not been approved or disapproved by the SEC Securities and Exchange Commission (the "Commission") or any state securities commission and that the foregoing authorities have not reviewed any documents or instruments in connection with the offer and sale to it of the Securities and have not confirmed or determined the adequacy or accuracy of any such documents or instruments. H. F. This Agreement has been duly and validly authorized, executed and delivered by Buyer and is a valid and binding agreement of Buyer enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generallygenerally and except as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. I. G. Neither Buyer nor its affiliates, affiliates nor any person acting on its or their behalf, behalf has the intention of entering, or will enter into, or has entered within prior to the past 60 days, directly or indirectlyclosing, any put option, short position or other similar instrument or position with respect to the Common Stock and neither Buyer nor any of its affiliates, affiliates nor any person acting on its or their behalf, behalf will use at any time shares of Common Stock acquired pursuant to this Agreement to settle any put option, short position or other similar instrument or position that may have been entered into prior to the execution of this Agreement; provided, however, that the Buyer may enter into any short sale or other hedging or similar arrangement it deems appropriate with respect to Conversion Shares commencing on the day it delivers a Conversion Notice with respect to such Conversion Shares, so long as such arrangements do not involve more than the number of such Conversion Shares (determined as of the date of such Conversion Notice). . H. Neither Buyer nor any of its affiliates will engage in any action which will have is a broker-dealer registered as such with the effect of rendering unavailable the exemption from the registration requirements of the Securities Act and all applicable state securities laws relied upon by the Company in issuing the Securities. Each Buyer hereby agrees to comply with all applicable requirements of federal and state securities laws in connection with any proposed offer, sale or other disposition of its Securities and to execute and deliver to the Company all such documents and other instruments as the Company may reasonably require in order to comply with all applicable federal and state securities laws and the regulations of any stock exchange or quotation system on which the Common Stock may be listed for tradingCommission.

BUYER'S REPRESENTATIONS, WARRANTIES; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. Each Buyer represents and warrants to and covenants and agrees with the Company as follows: A. a. Buyer is purchasing the Preferred Stock, the Warrants, the Common Stock issuable upon exercise of the Warrants Debentures (the "Warrant Shares") and the shares of Common Stock issuable upon conversion of the Preferred Stock, including payment of interest thereof) for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. B. b. Buyer is (i) is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) is experienced in making investments of the kind contemplated by this Agreement, (iii) is capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, and (iv) acknowledges that and an investment in the Securities involves a high degree of risk, and (v) is able to afford the loss of its entire investment in the Securities. C. c. Buyer understands that the Securities Debentures (and the Common Stock issuable upon conversion thereof) are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws; the Securities are "restricted securities" as defined in Rule 144 promulgated under the Securities Act, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the SecuritiesDebentures; D. d. Buyer has been furnished with or provided access to all materials relating to the business, financial position and results of operations of the Company, and all other materials requested by Buyer to enable it to make an informed investment decision with respect to the SecuritiesDebentures. E. e. Buyer acknowledges that it has been furnished with, or had access to through the EDGAR system of the Securities and Exchange Commission (the "SEC"), xxxxxs with copies of the Company's Annual Report on Form 10-KSB for the fiscal year ended March December 31, 2001 1996 and all other reports and documents heretofore filed by the Company with the SEC Securities and Exchange Commission (the "Commission") pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), ) since March December 31, 2001 1996 (collectively the "SEC Commission Filings"). F. f. Buyer acknowledges that in making its decision to purchase the Securities Debentures it has (i) relied upon independent investigations made by it and its professional advisors, (ii) visited the Company's principal executive offices and been given access and the opportunity to examine all material agreements, books and records of the Company and all documents relating to the Company's private placement of the Debentures, and (iii) been given an opportunity to ask questions of and to receive answers from the Company's executive officers, directors and management personnel concerning the business, financial position and results of operations of the Company, as well as the terms and conditions of the private placement of the Securities Debentures by the Company. G. g. Buyer understands that the Securities have not been approved or disapproved by the SEC Commission or any state securities commission and that the foregoing authorities have not reviewed any documents or instruments in connection with the offer and sale to it of the Securities and have not confirmed or determined the adequacy or accuracy of any such documents or instruments. H. h. This Agreement has been duly and validly authorized, executed and delivered by Buyer and is a valid and binding agreement of Buyer enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally. I. i. Neither Buyer nor its affiliates, affiliates nor any person acting on its or their behalf, behalf has the intention of entering, or will enter into, or has entered within prior to the past 60 days, directly or indirectlyclosing, any put option, short position or other similar instrument or position with respect to the Common Stock and neither Buyer nor any of its affiliates, affiliates nor any person acting on its or their behalf, behalf will use at any time shares of Common Stock acquired pursuant to this Agreement or the Debentures to settle any put option, short position or other similar instrument or position that may have been entered into prior to the execution of this Agreement; provided, however, that the Buyer may enter into any short sale or other hedging or similar arrangement it deems appropriate with respect to Conversion Shares commencing on the day it delivers a Conversion Notice with respect to such Conversion Shares, so long as such arrangements do not involve more than the number of such Conversion Shares (determined as of the date of such Conversion Notice). Neither Buyer nor any of its affiliates will engage in any action which will have the effect of rendering unavailable the exemption from the registration requirements of the Securities Act and all applicable state securities laws relied upon by the Company in issuing the Securities. Each Buyer hereby agrees to comply with all applicable requirements of federal and state securities laws in connection with any proposed offer, sale or other disposition of its Securities and to execute and deliver to the Company all such documents and other instruments as the Company may reasonably require in order to comply with all applicable federal and state securities laws and the regulations of any stock exchange or quotation system on which the Common Stock may be listed for trading.