Common use of REPRESENTATIONS AND WARRANTIES OF THE PURCHASER; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. The Purchaser represents and warrants to, and covenants and agrees with, the Company as follows: a. The Purchaser is (i) experienced in making investments of the kind described in this Agreement and the related documents, (ii) able, by reason of the business and financial experience of its management, to protect its own interests in connection with the transactions described in this Agreement and the related documents, and (iii) able to afford the entire loss of its investment in the Initial Shares, the Initial Warrants and the Supplemental Warrant. b. All subsequent offers and sales of the Initial Shares, the Initial Warrants and the Supplemental Warrant, and, if the Supplemental Warrant shall be exercised, the Additional Shares and the Additional Warrants and the Common Stock issuable upon conversion or exercise of, or in lieu of dividend payments on the Initial Shares and the Initial Warrants and, if the Supplemental Warrant is exercised, the Additional Shares and the Additional Warrants, it shall have purchased, shall be made pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from such registration. c. The Purchaser understands that the Initial Shares, the Initial Warrants and the Supplemental Warrant are being offered and sold to it in reliance upon exemptions from the registration requirements of the United States federal securities laws, and that the Company is relying upon the truth and accuracy of the Purchaser's representations and warranties, and the Purchaser's compliance with its agreements, each as set forth herein, in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Initial Shares, the Initial Warrants and the Supplemental Warrant. d. The Purchaser: (A) has been provided with sufficient information with respect to the business of the Company and such documents relating to the Company as the Purchaser has requested and Purchaser has carefully reviewed the same including, without limitation, the Company's Form 10-QSB for the quarter ended September 30, 1999 filed with the Securities and Exchange Commission (the "Commission"), (B) has been provided with such additional information with respect to the Company and its business and financial condition as the Purchaser, or the Purchaser's agent or attorney, has requested, and (C) has had access to management of the Company and the opportunity to discuss the information provided by management of the Company and any questions that the Purchaser had with respect thereto have been answered to the full satisfaction of the Purchaser. e. The Purchaser has the requisite corporate power and authority to enter into this Agreement and the registration rights agreement, dated as of the date hereof, between the Company and the Purchaser (the "Registration Rights Agreement"). f. This Agreement and the Registration Rights Agreement and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Purchaser; and such agreements, when executed and delivered by each of the Purchaser and the Company will each be a valid and binding agreement of the Purchaser, enforceable in accordance with their respective terms, except to the extent that enforcement of each such agreement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. The Purchaser represents and warrants to, and covenants and agrees with, the Company as follows: a. The Purchaser is (i) experienced in making investments of the kind described in this Agreement and the related documents, ; (ii) able, by reason of the business and financial experience of its management, to protect its own interests in connection with the transactions described in this Agreement and the related documents, ; and (iii) able to afford the entire loss of its investment in the Initial SharesCommon Stock, the Initial Stock Purchase Warrants and the Supplemental WarrantWarrant Shares. b. All subsequent offers and sales of the Initial SharesCommon Stock, the Initial Stock Purchase Warrants and the Supplemental Warrant, and, if the Supplemental Warrant Stock Purchase Warrants shall be exercised, the Additional Shares and the Additional Warrants and the Common Stock issuable upon conversion or exercise of, or in lieu of dividend payments on the Initial Shares and the Initial Warrants and, if the Supplemental Warrant is exercised, the Additional Shares and the Additional Warrants, it shall have purchasedShares, shall be made pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from such registration. c. The Purchaser understands that the Initial SharesCommon Stock, the Initial Stock Purchase Warrants and the Supplemental Warrant Shares are being offered and sold to it in reliance upon exemptions from the registration requirements of the United States federal securities laws, and that the Company is relying upon the truth and accuracy of the Purchaser's representations and warranties, and the Purchaser's compliance with its agreements, each as set forth herein, herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Initial SharesCommon Stock, the Initial Stock Purchase Warrants and the Supplemental WarrantWarrant Shares. d. The Purchaser: (Ai) has been provided with sufficient information with respect to the business of the Company and such documents relating to the Company as the Purchaser has requested and Purchaser has carefully reviewed the same including, without limitation, the Company's Form 10-KSB for the calendar year ended December 31, 1999, and its Quarterly Report on Form 10-QSB for the quarter quarterly period ended September 30March 31, 1999 2000, both of which have been filed with the Securities and Exchange Commission (the "Commission"), ; (Bii) has been provided with such additional information with respect to the Company and its business and financial condition as the Purchaser, or the Purchaser's agent or attorney, has requested, ; and (Ciii) has had access to management of the Company and the opportunity to discuss the information provided by management of the Company and any questions that the Purchaser had with respect thereto have been answered to the full satisfaction of the Purchaser. e. The Purchaser has the requisite corporate power and authority to enter into this Agreement and the registration rights agreement, agreement attached as Exhibit C hereto and dated as of the date hereof, between the Company and the Purchaser (the "Registration Rights Agreement"). f. This Agreement and the Registration Rights Agreement and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Purchaser; and such agreements, when executed and delivered by each of the Purchaser and the Company will each be a valid and binding agreement of the Purchaser, enforceable in accordance with their respective terms, except to the extent that enforcement of each such agreement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. The Purchaser represents and warrants to, and covenants and agrees with, the Company as follows: a. The Purchaser is (i) experienced in making investments of the kind described in this Agreement and the related documents, (ii) able, by reason of the business and financial experience of its management, to protect its own interests in connection with the transactions described in this Agreement and the related documents, and (iii) able to afford the entire loss of its investment in the Initial Shares, the Initial Warrants Shares and the Supplemental WarrantWarrants. b. All subsequent offers and sales of the Initial Shares, the Initial Warrants and the Supplemental Warrant, and, if the Supplemental Warrant shall be exercised, the Additional Shares and the Additional Warrants and the Common Stock issuable upon conversion or exercise of, or in lieu of dividend payments on on, the Initial Shares and the Initial Warrants and, if the Supplemental Warrant is exercised, the Additional Shares and the Additional Warrants, it shall have purchased, shall be made pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from such registration. c. The Purchaser understands that the Initial Shares, the Initial Warrants Shares and the Supplemental Warrant Warrants are being offered and sold to it in reliance upon exemptions from the registration requirements of the United States federal securities laws, and that the Company is relying upon the truth and accuracy of the Purchaser's representations and warranties, and the Purchaser's compliance with its agreements, each as set forth herein, in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Initial Shares, the Initial Warrants Shares and the Supplemental WarrantWarrants. d. The Purchaser: (A) has been provided with sufficient information with respect to the business of the Company and such documents relating to the Company as the Purchaser has requested and Purchaser has carefully reviewed the same including, without limitation, the Company's Form 10-QSB K for the quarter fiscal year ended September 30October 31, 1999 filed with the Securities and Exchange Commission (the "CommissionCOMMISSION"), (B) has been provided with such additional information with respect to the Company and its business and financial condition as the Purchaser, or the Purchaser's agent or attorney, has requested, and (C) has had access to management of the Company and the opportunity to discuss the information provided by management of the Company and any questions that the Purchaser had with respect thereto have been answered to the full satisfaction of the Purchaser. e. The Purchaser has the requisite corporate power and authority to enter into this Agreement and the registration rights agreement, dated as of the date hereof, between the Company and the Purchaser (the "Registration Rights Agreement"). f. This Agreement and the Registration Rights Agreement and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Purchaser; and such agreements, when executed and delivered by each of the Purchaser and the Company will each be a valid and binding agreement of the Purchaser, enforceable in accordance with their respective terms, except to the extent that enforcement of each such agreement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. The Purchaser represents and warrants to, and covenants and agrees with, the Company as follows: a. The Purchaser is is: (i) experienced in making investments of the kind described in contemplated by this Agreement and the related documents, Agreement; (ii) able, by reason of the business and financial experience of its management, to protect its own interests in connection with the transactions described in contemplated by this Agreement and the related documents, and Agreement; (iii) able to afford the entire loss of its investment in the Initial Shares, the Initial Warrants Company Shares and the Supplemental WarrantWarrants; and (iv) an "accredited investor" as that term is defined in Rule 501(a) of Regulation D. b. The Purchaser is acquiring the Securities for its own account for investment only and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered under the Securities Act. The Purchaser has not been organized for the purpose of investing in securities of the Company, although such investment is consistent with its purpose. b. c. All subsequent offers and sales of the Initial Shares, the Initial Warrants and the Supplemental Warrant, and, if the Supplemental Warrant shall be exercised, the Additional Company Shares and the Additional Warrants and the Common Stock issuable upon conversion or exercise of, or in lieu of dividend payments on the Initial Shares and Warrants by the Initial Warrants and, if the Supplemental Warrant is exercised, the Additional Shares and the Additional Warrants, it shall have purchased, Purchaser shall be made pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from such registration. c. d. The Purchaser understands that the Initial Shares, the Initial Warrants Company Shares and the Supplemental Warrant Warrants are being offered and sold to it in reliance upon exemptions from the registration requirements of the United States federal securities laws, and that the Company is relying upon the truth and accuracy of the Purchaser's representations and warranties, and the Purchaser's compliance with its agreements, each as set forth herein, agreements in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Initial Shares, the Initial Warrants Company Shares and the Supplemental WarrantWarrants. d. e. The Purchaser: (Ai) has been provided with sufficient information with respect to the business of the Company and such documents relating to the Company as the Purchaser has requested and Purchaser has carefully reviewed the same Company, including, without limitation, the Company's Quarterly Report on Form 10-QSB Q for the quarter quarterly period ended September June 30, 1999 filed with the Securities and Exchange Commission 2002 (the "CommissionQuarterly Report") and Annual Report on Form 10-KSB for the period ended September 31, 2001 (the "Annual Report"), (B) has been provided with such additional information with respect to the Company and its business and financial condition as the Purchaser, or the Purchaser's agent or attorney, has requested, ; and (Cii) has had access to management of the Company and the opportunity to discuss ask questions of the information provided by management of the Company and any questions that the Purchaser had with respect thereto have been answered to the full satisfaction of the PurchaserCompany. e. f. The Purchaser has the requisite corporate power and authority to enter into this Agreement and Agreement, the registration rights agreementagreement (the "Registration Rights Agreement"), dated as of the date hereof, between the Company and the Purchaser (Purchaser, in the "Registration Rights form attached hereto as Exhibit B. g. This Agreement"). f. This Agreement and , the Registration Rights Agreement and the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by the Purchaser; Purchaser and such agreements, when executed and delivered by each of the Purchaser and the Company other party thereto will each be a valid and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, except to the extent that enforcement of each such agreement agreements may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. The Purchaser represents and warrants to, and covenants and agrees with, the Company as follows: a. The Purchaser and each of its equity owners is (i) experienced in making investments of the kind described in this Agreement and the related documents, (ii) able, by reason of the business and financial experience of its management, to protect its own interests in connection with the transactions described in this Agreement and the related documentsdocuments (iii) is an accredited investor as defined under Rule 501 of Regulation D of the Securities Act, (iv) will be acquiring the Shares solely for the Purchaser's own account, for investment and are not with a view to or for the resale, distribution, subdivision or fractionalization thereof; and the Purchaser has no present plans to enter into any such contract, undertaking, agreement or arrangement and (iiiv) able to afford the entire loss of its investment in the Initial Shares, the Initial Warrants and the Supplemental Conditional Warrant. b. All subsequent offers and sales of the Initial Shares, the Initial Warrants and the Supplemental Conditional Warrant, and, if the Supplemental Conditional Warrant shall be exercised, the Additional Shares and the Additional Warrants and the Common Stock issuable upon conversion or exercise of, or in lieu of dividend payments on the Initial Shares and the Initial Warrants and, if the Supplemental Conditional Warrant is exercised, the Additional Shares and the Additional Warrants, it shall have purchased, shall be made pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from such registration. c. The Purchaser understands that the Initial Shares, the Initial Warrants and the Supplemental Conditional Warrant are being offered and sold to it in reliance upon exemptions from the registration requirements of the United States federal securities laws, and that the Company is relying upon the truth and accuracy of the Purchaser's representations and warranties, and the Purchaser's compliance with its agreements, each as set forth herein, in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Initial Shares, the Initial Warrants and the Supplemental Conditional Warrant. d. The Purchaser: (A) has been provided with sufficient information with respect to the business of the Company and such documents relating to the Company as the Purchaser has requested and Purchaser has carefully reviewed the same including, without limitation, the Company's Form 10-QSB for the quarter ended September 30, 1999 filed with the Securities and Exchange Commission (the "Commission"), (B) has been provided with such additional information with respect to the Company and its business and financial condition as the Purchaser, or the Purchaser's agent or attorney, has requested, and (C) has had access to management of the Company and the opportunity to discuss the information provided by management of the Company and any questions that the Purchaser had with respect thereto have been answered to the full satisfaction of the Purchaser. e. The Purchaser has the requisite corporate power and authority to enter into this Agreement and the registration rights agreement, dated as of the date hereof, between the Company and the Purchaser (the "Registration Rights Agreement"). f. This Agreement and the Registration Rights Agreement and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Purchaser; and such agreements, when executed and delivered by each of the Purchaser and the Company will each be a valid and binding agreement of the Purchaser, enforceable in accordance with their respective terms, except to the extent that enforcement of each such agreement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. The Purchaser represents and warrants to, and covenants and agrees with, the Company as follows: a. The Purchaser is is: (i) experienced in making investments of the kind described in contemplated by this Agreement and the related documents, Agreement; (ii) able, by reason of the business and financial experience of its management, to protect its own interests in connection with the transactions described in contemplated by this Agreement and the related documents, and Agreement; (iii) able to afford the entire loss of its investment in the Initial Shares, the Initial Warrants Company Shares and the Supplemental WarrantWarrants; and (iv) an "accredited investor" as that term is defined in Rule 501(a) of Regulation D. b. The Purchaser is acquiring the Securities for its own account for investment only and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered under the Securities Act. The Purchaser has not been organized for the purpose of investing in securities of the Company, although such investment is consistent with its purposes. b. c. All subsequent offers and sales of the Initial Shares, the Initial Warrants and the Supplemental Warrant, and, if the Supplemental Warrant shall be exercised, the Additional Company Shares and the Additional Warrants and the Common Stock issuable upon conversion or exercise of, or in lieu of dividend payments on the Initial Shares and Warrants by the Initial Warrants and, if the Supplemental Warrant is exercised, the Additional Shares and the Additional Warrants, it shall have purchased, Purchaser shall be made pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from such registration. c. d. The Purchaser understands that the Initial Shares, the Initial Warrants Company Shares and the Supplemental Warrant Warrants are being offered and sold to it in reliance upon exemptions from the registration requirements of the United States federal securities laws, and that the Company is relying upon the truth and accuracy of the Purchaser's representations and warranties, and the Purchaser's compliance with its agreements, each as set forth herein, agreements in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Initial Shares, the Initial Warrants Company Shares and the Supplemental WarrantWarrants. d. e. The Purchaser: (Ai) has been provided with sufficient information with respect to the business of the Company and such documents relating to the Company as the Purchaser has requested and Purchaser has carefully reviewed the same Company, including, without limitation, the Company's Form 10-QSB for the quarter ended September 30, 1999 filed with the Securities and Exchange Commission (the "Commission"), (B) has been provided with such additional information with respect to the Company and its business and financial condition as the Purchaser, or the Purchaser's agent or attorney, has requested, and (C) has had access to management of the Company and the opportunity to discuss the information provided by management of the Company and any questions that the Purchaser had with respect thereto have been answered to the full satisfaction of the Purchaser. e. The Purchaser has the requisite corporate power and authority to enter into this Agreement and the registration rights agreement, dated as of the date hereof, between the Company and the Purchaser (the "Registration Rights Agreement"). f. This Agreement and the Registration Rights Agreement and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Purchaser; and such agreements, when executed and delivered by each of the Purchaser and the Company will each be a valid and binding agreement of the Purchaser, enforceable in accordance with their respective terms, except to the extent that enforcement of each such agreement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity.Quarterly Report on

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. The Purchaser represents and warrants to, and covenants and agrees with, the Company as follows: a. The Purchaser is (i) experienced in making investments of the kind described in this Agreement and the related documents, (ii) able, by reason of the business and financial experience of its management, to protect its own interests in connection with the transactions described in this Agreement and the related documents, and (iii) able to afford the entire loss of its investment in the Initial Shares, the Initial Warrants Shares and the Supplemental WarrantWarrants. b. All subsequent offers and sales by the Purchaser of the Initial Shares, the Initial Warrants and the Supplemental Warrant, and, if the Supplemental Warrant shall be exercised, the Additional Shares and the Additional Warrants and the Common Stock issuable upon conversion or exercise of, or in lieu of dividend payments on the Initial Shares and the Initial Warrants and, if the Supplemental Warrant is exercised, the Additional Shares and the Additional Warrants, it shall have purchased, shall be made pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from such registration. c. The Purchaser understands that the Initial Shares, the Initial Warrants Shares and the Supplemental Warrant Warrants are being offered and sold to it in reliance upon exemptions from the registration requirements of the United States federal securities laws, and that the Company is relying upon the truth and accuracy of the Purchaser's representations and warranties, and the Purchaser's compliance with its agreements, each as set forth herein, in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Initial Shares, the Initial Warrants Shares and the Supplemental WarrantWarrants. d. The Purchaser: (A) has been provided with sufficient information with respect to the business of the Company and such documents relating to the Company as the Purchaser has requested and Purchaser has carefully reviewed the same including, without limitation, the Company's Form 10-QSB K for the quarter fiscal year ended September 30December 31, 1999 filed with the Securities and Exchange Commission (the "Commission"), (B) has been provided with such additional information with respect to the Company and its business and financial condition as the Purchaser, or the Purchaser's agent or attorney, has requested, and (C) has had access to management of the Company and the opportunity to discuss the information provided by management of the Company and any questions that the Purchaser had with respect thereto have been answered to the full satisfaction of the Purchaser. e. The Purchaser has the requisite corporate power and authority to enter into this Agreement and the registration rights agreement, dated as of the date hereof, between the Company and the Purchaser (the "Registration Rights Agreement"). f. This Agreement and the Registration Rights Agreement and the transactions contemplated hereby and thereby, have been duly and validly authorized authorized, executed and delivered by the Purchaser; and such agreements, when executed and delivered by each of the Purchaser and the Company will each be a valid and binding agreement of the Purchaser, enforceable in accordance with their respective terms, except to the extent that enforcement of each such agreement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity. g. The execution and delivery of this Agreement and the Registration Rights Agreement, and the consummation by the Purchaser of the transactions contemplated by this Agreement and the Registration Rights Agreement do not and will not conflict with or result in a breach by the Purchaser of any of the terms or provisions of, or constitute a default under, the organizational documents of the Purchaser, or any material indenture, mortgage, deed of trust or other agreement or instrument to which the Purchaser or any of its subsidiaries is a party or by which they or any of their properties or assets are bound, or any existing applicable law, rule, or regulation or any applicable decree, judgment or order of any court or United States or foreign federal or state regulatory body, administrative agency, or any other governmental body having jurisdiction over the Purchaser, its subsidiaries, or any of their properties or assets.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. The Purchaser represents and warrants to, and covenants and agrees with, the Company as follows: a. The Purchaser is (i) experienced in making investments of the kind described in this Agreement and the related documents, (ii) able, by reason of the business and financial experience of its management, to protect its own interests in connection with the transactions described in this Agreement and the related documents, and (iii) able to afford the entire loss of its investment in the Initial Shares, the Initial Warrants Debentures and the Supplemental WarrantWarrants. b. All subsequent offers and sales of the Initial Shares, the Initial Warrants Debentures and the Supplemental Warrant, and, if the Supplemental Warrant shall be exercised, the Additional Shares and the Additional Warrants and the Common Stock issuable upon conversion or exercise of, or in lieu of dividend interest payments on the Initial Shares and the Initial Warrants and, if the Supplemental Warrant is exercisedon, the Additional Shares Debentures and the Additional Warrants, it shall have purchased, purchased shall be made pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from such registration. c. The Purchaser understands that the Initial Shares, the Initial Warrants Debentures and the Supplemental Warrant Warrants are being offered and sold to it in reliance upon exemptions from the registration requirements of the United States federal securities laws, and that the Company is relying upon the truth and accuracy of the Purchaser's representations and warranties, and the Purchaser's compliance with its agreements, each as set forth herein, in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Initial Shares, the Initial Warrants Debentures and the Supplemental WarrantWarrants. d. The Purchaser: (A) has been provided with sufficient information with respect to the business of the Company and such documents relating to the Company as the Purchaser has requested and Purchaser has carefully reviewed the same including, without limitation, the Company's Form 10-QSB for SB (the quarter ended September 30, 1999 "Form 10") filed with the Securities and Exchange Commission (the "Commission"), (B) has been provided with such additional information with respect to the Company and its business and financial condition as the Purchaser, or the Purchaser's agent or attorney, has requested, and (C) has had access to management of the Company and the opportunity to discuss the information provided by management of the Company and any questions that the Purchaser had with respect thereto have been answered to the full satisfaction of the Purchaser. e. The Purchaser has the requisite corporate power and authority to enter into this Agreement and the registration rights agreement, dated as of the date hereof, between the Company and the Purchaser (the "Registration Rights Agreement"). f. This Agreement and the Registration Rights Agreement and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Purchaser; and such agreements, when executed and delivered by each of the Purchaser and the Company will each be a valid and binding agreement of the Purchaser, enforceable in accordance with their respective terms, except to the extent that enforcement of each such agreement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity.Exchange

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. The Purchaser represents and warrants to, and covenants and agrees with, the Company as follows: a. The Purchaser and each of its equity owners is (i) experienced in making investments of the kind described in this Agreement and the related documents, (ii) able, by reason of the business and financial experience of its management, to protect its own interests in connection with the transactions described in this Agreement and the related documents, and (iii) able to afford the entire loss of its investment in the Initial Shares, the Initial Warrants and the Supplemental WarrantSecurities. b. All subsequent offers and sales of the Initial SharesDebentures, the Initial Warrants and the Supplemental WarrantWarrants, and, if the Supplemental Warrant shall be exercised, the Additional Shares and the Additional Warrants and the Common Stock issuable upon conversion or exercise of, or in lieu of dividend interest payments on the Initial Shares and Debentures or the Initial Warrants and, if the Supplemental Warrant is exercised, the Additional Shares and the Additional Warrants, it shall have purchased, shall be made pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from such registration. c. The Purchaser understands that the Initial Shares, the Initial Warrants and the Supplemental Warrant Securities are being offered and sold to it in reliance upon exemptions from the registration requirements of the United States federal securities laws, and that the Company is relying upon the truth and accuracy of the Purchaser's representations and warranties, and the Purchaser's compliance with its agreements, each as set forth herein, in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Initial Shares, the Initial Warrants and the Supplemental WarrantSecurities. d. The Purchaser: (A) has been provided with sufficient information with respect to the business of the Company and such documents relating to the Company as the Purchaser has requested and Purchaser has carefully reviewed the same including, without limitation, the Company's Form 10-QSB for the quarter ended September November 30, 1999 filed with the Securities and Exchange Commission ("the "Commission"), (B) has been provided with such additional information with respect to the Company and its business and financial condition as the Purchaser, or the Purchaser's agent or attorney, has requested, and (C) has had access to management of the Company and the opportunity to discuss the information provided by management of the Company and any questions that the Purchaser has had with respect thereto have been answered to the full satisfaction of the Purchaser. e. The Purchaser has the requisite corporate power and authority to enter into this Agreement and the registration rights agreement, dated as of the date hereof, between the Company and the Purchaser (the "Registration Rights Agreement"). f. This Agreement and the Registration Rights Agreement , and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Purchaser; and such agreements, when executed and delivered by each of the Purchaser and the Company will each be a valid and binding agreement of the Purchaser, enforceable in accordance with their respective terms, except to the extent that enforcement of each such agreement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. The Purchaser represents and warrants to, and covenants and agrees with, the Company as follows: a. The Purchaser is is: (i) experienced in making investments of the kind described in contemplated by this Agreement and the related documents, Agreement; (ii) able, by reason of the business and financial experience of its management, to protect its own interests in connection with the transactions described in contemplated by this Agreement and the related documents, and Agreement; (iii) able to afford the entire loss of its investment in the Initial Shares, the Initial Warrants Company Shares and the Supplemental WarrantWarrants; and (iv) an "accredited investor" as that term is defined in Rule 501(a) of Regulation D. b. The Purchaser is acquiring the Securities for its own account for investment only and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered under the Securities Act. The Purchaser has not been organized for the purpose of investing in securities of the Company, although such investment is consistent with its purposes. b. c. All subsequent offers and sales of the Initial Shares, the Initial Warrants and the Supplemental Warrant, and, if the Supplemental Warrant shall be exercised, the Additional Company Shares and the Additional Warrants and the Common Stock issuable upon conversion or exercise of, or in lieu of dividend payments on the Initial Shares and Warrants by the Initial Warrants and, if the Supplemental Warrant is exercised, the Additional Shares and the Additional Warrants, it shall have purchased, Purchaser shall be made pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from such registration. c. d. The Purchaser understands that the Initial Shares, the Initial Warrants Company Shares and the Supplemental Warrant Warrants are being offered and sold to it in reliance upon exemptions from the registration requirements of the United States federal securities laws, and that the Company is relying upon the truth and accuracy of the Purchaser's representations and warranties, and the Purchaser's compliance with its agreements, each as set forth herein, agreements in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Initial Shares, the Initial Warrants Company Shares and the Supplemental WarrantWarrants. d. e. The Purchaser: (Ai) has been provided with sufficient information with respect to the business of the Company and such documents relating to the Company as the Purchaser has requested and Purchaser has carefully reviewed the same Company, including, without limitation, the Company's Quarterly Report on Form 10-QSB Q for the quarter quarterly period ended September June 30, 1999 filed with the Securities and Exchange Commission 2002 (the "CommissionQuarterly Report") and Annual Report on Form 10-KSB for the period ended September 31, 2001 (the "Annual Report"), (B) has been provided with such additional information with respect to the Company and its business and financial condition as the Purchaser, or the Purchaser's agent or attorney, has requested, ; and (Cii) has had access to management of the Company and the opportunity to discuss ask questions of the information provided by management of the Company and any questions that the Purchaser had with respect thereto have been answered to the full satisfaction of the PurchaserCompany. e. f. The Purchaser has the requisite corporate power and authority to enter into this Agreement and Agreement, the registration rights agreementagreement (the "Registration Rights Agreement"), dated as of the date hereof, between the Company and the Purchaser (Purchaser, in the "Registration Rights form attached hereto as Exhibit B. g. This Agreement"). f. This Agreement and , the Registration Rights Agreement and the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by the Purchaser; Purchaser and such agreements, when executed and delivered by each of the Purchaser and the Company other party thereto will each be a valid and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, except to the extent that enforcement of each such agreement agreements may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity. h. GBN is a corporation duly organized, validly existing and in good standing under the laws of Hong Kong, SAR. i. As of the date hereof, the authorized share capital of GBN consists of 10,000 ordinary shares of par value HK$1.00 per share. As of the date hereof 10,000 ordinary shares are issued and outstanding. j. The Purchaser is the beneficial owner of the Closing Shares, and holds the Closing Shares in good title, free from any claim, lien, charge, or encumbrance.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. The Purchaser represents and warrants to, and covenants and agrees with, the Company as follows: a. The Purchaser and each of its equity owners is (i) experienced in making investments of the kind described in this Agreement and the related documents, (ii) able, by reason of the business and financial experience of its management, to protect its own interests in connection with the transactions described in this Agreement and the related documents, and (iii) able to afford the entire loss of its investment in the Initial Shares, the Initial Warrants Securities and the Supplemental Warrant(iv) an accredited investor. b. All subsequent offers and sales of the Initial SharesSecurities, including, without limitation the Initial Warrants and the Supplemental Warrant, and, if the Supplemental Warrant shall be exercised, the Additional Shares and the Additional Warrants and the Common Stock issuable upon conversion or exercise of, or in lieu of dividend payments on the Initial Shares and the Initial Warrants and, if the Supplemental Warrant is exercised, the Additional Shares and the Additional Warrants, it shall have purchased, shall be made pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from such registration. c. The Purchaser understands that the Initial Shares, the Initial Warrants and the Supplemental Warrant Securities are being offered and sold to it in reliance upon exemptions from the registration requirements of the United States federal securities laws, and that the Company is relying upon the truth and accuracy of the Purchaser's representations and warranties, and the Purchaser's compliance with its agreements, each as set forth herein, in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Initial Shares, the Initial Warrants and the Supplemental WarrantSecurities. d. The Purchaser: (Ai) has been provided with sufficient information with respect to the business of the Company and such documents relating to the Company as the Purchaser has requested and Purchaser has carefully reviewed the same including, without limitation, the Company's Proxy Statement for its 1999 annual meeting of shareholders, Form 10KSB for the year ended June 30, 1999 and Form 10-QSB for the quarter ended September 30, 1999 filed with the Securities and Exchange Commission ("the "Commission"), (Bii) has been provided with such additional information with respect to the Company and its business and financial condition as the Purchaser, or the Purchaser's agent or attorney, has requested, and (Ciii) has had access to management of the Company and the opportunity to discuss the information provided by management of the Company and any questions that the Purchaser has had with respect thereto have been answered to the full satisfaction of the Purchaser. e. The Purchaser has the requisite corporate power and authority to enter into this Agreement and the registration rights agreement, dated as of the date hereof, between the Company and the Purchaser (the "Registration Rights Agreement"). f. This Agreement and the Registration Rights Agreement ) attached hereto as Exhibit B, and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Purchaser; and such agreements, when executed and delivered by each of the Purchaser and the Company will each be a valid and binding agreement of the Purchaser, enforceable in accordance with their respective terms, except to the extent that enforcement of each such agreement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. The Purchaser represents and warrants to, and covenants and agrees with, the Company as follows: a. The Purchaser is (i) experienced in making investments of the kind described in this Agreement and the related documents, (ii) able, by reason of the business and financial experience of its management, to protect its own interests in connection with the transactions described in this Agreement and the related documents, and (iii) able to afford the entire loss of its investment in the Initial Shares, the Initial Warrants Debentures and the Supplemental WarrantWarrants. b. All subsequent offers and sales of the Initial Shares, the Initial Warrants Debentures and the Supplemental Warrant, and, if the Supplemental Warrant shall be exercised, the Additional Shares and the Additional Warrants and the Common Stock issuable upon conversion or exercise of, or in lieu of dividend interest payments on the Initial Shares and the Initial Warrants and, if the Supplemental Warrant is exercisedon, the Additional Shares Debentures and the Additional Warrants, it shall have purchased, purchased shall be made pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from such registration. c. The Purchaser understands that the Initial Shares, the Initial Warrants Debentures and the Supplemental Warrant Warrants are being offered and sold to it in reliance upon exemptions from the registration requirements of the United States federal securities laws, and that the Company is relying upon the truth and accuracy of the Purchaser's representations and warranties, and the Purchaser's compliance with its agreements, each as set forth herein, in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Initial Shares, the Initial Warrants Debentures and the Supplemental WarrantWarrants. d. The Purchaser: (A) has been provided with sufficient information with respect to the business of the Company and such documents relating to the Company as the Purchaser has requested and Purchaser has carefully reviewed the same including, without limitation, the Company's Form 10-QSB for SB (the quarter ended September 30, 1999 "Form 10") filed with the Securities and Exchange Commission on October 13, 1999 (the "Commission"), (B) has been provided with such additional information with respect to the Company and its business and financial condition as the Purchaser, or the Purchaser's agent or attorney, has requested, and (C) has had access to management of the Company and the opportunity to discuss the information provided by management of the Company and any questions that the Purchaser had with respect thereto have been answered to the full satisfaction of the Purchaser. e. The Purchaser has the requisite corporate power and authority to enter into this Agreement and the registration rights agreement, dated as of the date hereof, between the Company and the Purchaser (the "Registration Rights Agreement"). f. This Agreement and the Registration Rights Agreement and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Purchaser; and such agreements, when executed and delivered by each of the Purchaser and the Company will each be a valid and binding agreement of the Purchaser, enforceable in accordance with their respective terms, except to the extent that enforcement of each such agreement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity.provided

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. The Purchaser represents and warrants to, and covenants and agrees with, the Company as follows: a. The Purchaser and each of its equity owners is (i) experienced in making investments of the kind described in this Agreement and the related documents, (ii) able, by reason of the business and financial experience of its management, to protect its own interests in connection with the transactions described in this Agreement and the related documents, and (iii) able to afford the entire loss of its investment in the Initial Shares, the Initial Warrants and the Supplemental WarrantUnits. b. All subsequent offers and sales of the Initial SharesDebentures, the Initial Warrants and the Supplemental WarrantWarrants, and, if the Supplemental Warrant shall be exercised, the Additional Shares and the Additional Warrants and the Common Stock issuable upon conversion or exercise of, or in lieu of dividend interest payments on the Initial Shares and Debentures or the Initial Warrants and, if the Supplemental Warrant is exercised, the Additional Shares and the Additional Warrants, it shall have purchased, shall be made pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from such registration. c. The Purchaser understands that the Initial Shares, the Initial Warrants and the Supplemental Warrant Units are being offered and sold to it in reliance upon exemptions from the registration requirements of the United States federal securities laws, and that the Company is relying upon the truth and accuracy of the Purchaser's representations and warranties, and the Purchaser's compliance with its agreements, each as set forth herein, in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Initial Shares, the Initial Warrants and the Supplemental WarrantUnits. d. The Purchaser: (A) has been provided with sufficient information with respect to the business of the Company and such documents relating to the Company as the Purchaser has requested and Purchaser has carefully reviewed the same including, without limitation, the Company's Form 10-QSB 10KSB for the quarter fiscal year ended September 30March 31, 1999 1998 filed with the Securities and Exchange Commission ("the "Commission"), (B) has been provided with such additional information with respect to the Company and its business and financial condition as the Purchaser, or the Purchaser's agent or attorney, has requested, and (C) has had access to management of the Company and the opportunity to discuss the information provided by management of the Company and any questions that the Purchaser had with respect thereto have been answered to the full satisfaction of the Purchaser. e. The Purchaser has the requisite corporate power and authority to enter into this Agreement and this Agreement has been duly and validly authorized, executed and delivered on behalf of the Purchaser and is a valid and binding agreement of the Purchaser, enforceable in accordance with its terms, except to the extent that enforcement of this Agreement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity. f. This Agreement and the registration rights agreement, dated as of the date hereof, between the Company and the Purchaser (the "Registration Rights Agreement"). f. This Agreement and the Registration Rights Agreement , and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Purchaser; and such agreements, when executed and delivered by each of the Purchaser and the Company will each be a valid and binding agreement of the Purchaser, enforceable in accordance with their respective terms, except to the extent that enforcement of each such agreement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. The Purchaser represents and warrants to, and covenants and agrees with, the Company as follows: a. The Purchaser is (i) experienced in making investments of the kind described in this Agreement and the related documents, (ii) able, by reason of the business and financial experience of its management, to protect its own interests in connection with the transactions described in this Agreement and the related documents, and (iii) able to afford the entire loss of its investment in the Initial Shares, the Initial Warrants Debentures and the Supplemental WarrantWarrants. b. All subsequent offers and sales of the Initial Shares, the Initial Warrants Debentures and the Supplemental Warrant, and, if the Supplemental Warrant shall be exercised, the Additional Shares and the Additional Warrants and the Common Stock issuable upon conversion or exercise of, or in lieu of dividend interest payments on the Initial Shares and the Initial Warrants and, if the Supplemental Warrant is exercisedon, the Additional Shares Debentures and the Additional Warrants, it shall have purchased, purchased shall be made pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from such registration. c. The Purchaser understands that the Initial Shares, the Initial Warrants Debentures and the Supplemental Warrant Warrants are being offered and sold to it in reliance upon exemptions from the registration requirements of the United States federal securities laws, and that the Company is relying upon the truth and accuracy of the Purchaser's representations and warranties, and the Purchaser's compliance with its agreements, each as set forth herein, in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Initial Shares, the Initial Warrants Debentures and the Supplemental WarrantWarrants. d. The Purchaser: (A) has been provided with sufficient information with respect to the business of the Company and such documents relating to the Company as the Purchaser has requested and Purchaser has carefully reviewed the same including, without limitation, the Company's (i) Form 10-QSB for the quarter ended September 30, 1999 SB-2 filed with the Securities and Exchange Commission (the "Commission")) on January 11, 2000, as amended by Amendment No. 1 filed with the Commission on January 31, 2000, (Bii) has been provided Annual Report on Form 10KSB40 filed with such additional information with respect to the Company and its business and financial condition as Commission on January 27, 2000 (the Purchaser, or the Purchaser's agent or attorney, has requested"Annual Report"), and (Ciii) has had access to management of Registration Statement on Form S-8 filed with the Company and the opportunity to discuss the information provided by management of the Company and any questions that the Purchaser had with respect thereto have been answered to the full satisfaction of the Purchaser. e. The Purchaser has the requisite corporate power and authority to enter into this Agreement and the registration rights agreementCommission on January 27, dated as of the date hereof2000, between the Company and the Purchaser an (the "Registration Rights Agreement"). f. This Agreement and the Registration Rights Agreement and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Purchaser; and such agreements, when executed and delivered by each of the Purchaser and the Company will each be a valid and binding agreement of the Purchaser, enforceable in accordance with their respective terms, except to the extent that enforcement of each such agreement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity.iv) Quarterly Report on Form

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. The Purchaser represents and warrants to, and covenants and agrees with, the Company as follows: a. The Purchaser and each of its equity owners is (i) experienced in making investments of the kind described in this Agreement and the related documents, (ii) able, by reason of the business and financial experience of its management, to protect its own interests in connection with the transactions described in this Agreement and the related documents, and (iii) able to afford the entire loss of its investment in the Initial Shares, the Initial Warrants and the Supplemental WarrantSecurities. b. All subsequent offers and sales of the Initial SharesDebentures, the Initial Warrants and the Supplemental WarrantWarrants, and, if the Supplemental Warrant shall be exercised, the Additional Shares and the Additional Warrants and the Common Stock issuable upon conversion or exercise of, or in lieu of dividend interest payments on the Initial Shares and Debentures or the Initial Warrants and, if the Supplemental Warrant is exercised, the Additional Shares and the Additional Warrants, it shall have purchased, shall be made pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from such registration. c. The Purchaser understands that the Initial Shares, the Initial Warrants and the Supplemental Warrant Securities are being offered and sold to it in reliance upon exemptions from the registration requirements of the United States federal securities laws, and that the Company is relying upon the truth and accuracy of the Purchaser's representations and warranties, and the Purchaser's compliance with its agreements, each as set forth herein, in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Initial Shares, the Initial Warrants and the Supplemental WarrantSecurities. d. The Purchaser: (Ai) has been provided with sufficient information with respect to the business of the Company and such documents relating to the Company as the Purchaser has requested and Purchaser has carefully reviewed the same including, without limitation, the Company's Form 10-QSB Q for the quarter ended September 30, 1999 filed with the Securities and Exchange Commission ("the "Commission"), (Bii) has been provided with such additional information with respect to the Company and its business and financial condition as the Purchaser, or the Purchaser's agent or attorney, has requested, and (Ciii) has had access to management of the Company and the opportunity to discuss the information provided by management of the Company and any questions that the Purchaser has had with respect thereto have been answered to the full satisfaction of the Purchaser. e. The Purchaser has the requisite corporate power and authority to enter into this Agreement and the registration rights agreement, dated as of the date hereof, between the Company and the Purchaser (the "Registration Rights Agreement"). f. This Agreement and the Registration Rights Agreement ) attached hereto as Exhibit E, and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Purchaser; and such agreements, when executed and delivered by each of the Purchaser and the Company will each be a valid and binding agreement of the Purchaser, enforceable in accordance with their respective terms, except to the extent that enforcement of each such agreement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. The Purchaser represents and warrants to, and covenants and agrees with, the Company as follows: a. The Purchaser and each of its equity owners is (i) experienced in making investments of the kind described in this Agreement and the related documents, (ii) able, by reason of the business and financial experience of its management, to protect its own interests in connection with the transactions described in this Agreement and the related documents, and (iii) able to afford the entire loss of its investment in the Initial Shares, the Initial Warrants and the Supplemental WarrantUnits. b. All subsequent offers and sales of the Initial SharesDebentures, the Initial Warrants and the Supplemental WarrantWarrants, and, if the Supplemental Warrant shall be exercised, the Additional Shares and the Additional Warrants and the Common Stock issuable upon conversion or exercise of, of the Debentures or in lieu of dividend payments on the Initial Shares and the Initial Warrants and, if the Supplemental Warrant is exercised, the Additional Shares and the Additional Warrants, it shall have purchased, shall be made pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from such registration. c. The Purchaser understands that the Initial Shares, the Initial Warrants and the Supplemental Warrant Units are being offered and sold to it in reliance upon exemptions from the registration requirements of the United States federal securities laws, and that the Company is relying upon the truth and accuracy of the Purchaser's representations and warranties, and the Purchaser's compliance with its agreements, each as set forth herein, in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Initial Shares, the Initial Warrants and the Supplemental WarrantUnits. d. The Purchaser: (A) has been provided with sufficient information with respect to the business of the Company and such documents relating to the Company as the Purchaser has requested and the Purchaser has carefully reviewed the same including, without limitation, the Company's Form 10-QSB KSB for the quarter fiscal year ended September 30December 31, 1999 1998 filed with the Securities and Exchange Commission ("the "Commission"), (B) has been provided with such additional information with respect to the Company and its business and financial condition as the Purchaser, or the Purchaser's agent or attorney, has requested, and (C) has had access to management of the Company and the opportunity to discuss the information provided by management of the Company and any questions that the Purchaser had with respect thereto have been answered to the full satisfaction of the Purchaser. e. The Purchaser has the requisite corporate power and authority to enter into this Agreement and the registration rights agreement, dated as of the date hereof, between the Company and the Purchaser (the "Registration Rights Agreement"). f. This Agreement and the Registration Rights Agreement and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Purchaser; and such agreements, when executed and delivered by each of the Purchaser and the Company will each be a valid and binding agreement of the Purchaser, enforceable in accordance with their respective terms, except to the extent that enforcement of each such agreement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. The Purchaser represents and warrants to, and covenants and agrees with, the Company as follows: a. The Purchaser and each of its equity owners is (i) experienced in making investments of the kind described in this Agreement and the related documents, (ii) able, by reason of the business and financial experience of its management, to protect its own interests in connection with the transactions described in this Agreement and the related documents, and (iii) able to afford the entire loss of its investment in the Initial Shares, the Initial Warrants and the Supplemental WarrantSecurities. b. All subsequent offers and sales of the Initial SharesDebentures, the Initial Warrants and the Supplemental WarrantWarrants, and, if the Supplemental Warrant shall be exercised, the Additional Shares and the Additional Warrants and the Common Stock issuable upon conversion or exercise of, or in lieu of dividend interest payments on the Initial Shares and Debentures or the Initial Warrants and, if the Supplemental Warrant is exercised, the Additional Shares and the Additional Warrants, it shall have purchased, shall be made pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from such registration. c. The Purchaser understands that the Initial Shares, the Initial Warrants and the Supplemental Warrant Securities are being offered and sold to it in reliance upon exemptions from the registration requirements of the United States federal securities laws, and that the Company is relying upon the truth and accuracy of the Purchaser's representations and warranties, and the Purchaser's compliance with its agreements, each as set forth herein, in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Initial Shares, the Initial Warrants and the Supplemental WarrantSecurities. d. The Purchaser: (A) has been provided with sufficient information with respect to the business of the Company and such documents relating to the Company as the Purchaser has requested and Purchaser has carefully reviewed the same including, without limitation, the Company's Form 10-QSB for the quarter ended September 30, 1999 filed with the Securities and Exchange Commission ("the "Commission"), (B) has been provided with such additional information with respect to the Company and its business and financial condition as the Purchaser, or the Purchaser's agent or attorney, has requested, and (C) has had access to management of the Company and the opportunity to discuss the information provided by management of the Company and any questions that the Purchaser has had with respect thereto have been answered to the full satisfaction of the Purchaser. e. The Purchaser has the requisite corporate power and authority to enter into this Agreement and the registration rights agreement, dated as of the date hereof, between the Company and the Purchaser (the "Registration Rights Agreement"). f. This Agreement and the Registration Rights Agreement , and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Purchaser; and such agreements, when executed and delivered by each of the Purchaser and the Company will each be a valid and binding agreement of the Purchaser, enforceable in accordance with their respective terms, except to the extent that enforcement of each such agreement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. The Purchaser represents and warrants to, and covenants and agrees with, the Company as follows: a. The Purchaser is (i) experienced in making investments of the kind described in this Agreement and the related documents, (ii) able, by reason of the business and financial experience of its management, to protect its own interests in connection with the transactions described in this Agreement and the related documents, and (iii) able to afford the entire loss of its investment in the Initial Shares, the Initial Warrants Shares and the Supplemental WarrantWarrants. b. All subsequent offers and sales of the Initial Shares, the Initial Warrants and the Supplemental Warrant, and, if the Supplemental Warrant shall be exercised, the Additional Shares and the Additional Warrants and the Common Stock issuable upon conversion or exercise of, or in lieu of dividend payments on on, the Initial Shares and the Initial Warrants and, if the Supplemental Warrant is exercised, the Additional Shares and the Additional Warrants, it shall have purchased, shall be made pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from such registration. c. The Purchaser understands that the Initial Shares, the Initial Warrants Shares and the Supplemental Warrant Warrants are being offered and sold to it in reliance upon exemptions from the registration requirements of the United States federal securities laws, and that the Company is relying upon the truth and accuracy of the Purchaser's representations and warranties, and the Purchaser's compliance with its agreements, each as set forth herein, in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Initial Shares, the Initial Warrants Shares and the Supplemental WarrantWarrants. d. The Purchaser: (A) has been provided with sufficient information with respect to the business of the Company and such documents relating to the Company as the Purchaser has requested and Purchaser has carefully reviewed the same including, without limitation, the Company's Form 10-QSB KSB for the quarter fiscal year ended September 30December 31, 1999 1998, filed with the Securities and Exchange Commission (the "Commission")) and Form 10-QSB for the period ending September 30, 1999, filed with the Commission, (B) has been provided with such additional information with respect to the Company and its business and financial condition as the Purchaser, or the Purchaser's agent or attorney, has requested, and (C) has had access to management of the Company and the opportunity to discuss the information provided by management of the Company and any questions that the Purchaser had with respect thereto have been answered to the full satisfaction of the Purchaser. e. The Purchaser has the requisite corporate power and authority to enter into this Agreement and the registration rights agreement, dated as of the date hereof, between the Company and the Purchaser (the "Registration Rights Agreement"). f. This Agreement and the Registration Rights Agreement and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Purchaser; and such agreements, when executed and delivered by each of the Purchaser and the Company will each be a valid and binding agreement of the Purchaser, enforceable in accordance with their respective terms, except to the extent that enforcement of each such agreement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. The Purchaser represents and warrants toto the Company, and covenants and agrees with, the Company as follows: a. The Purchaser is and each of its equity owners (i) experienced has such knowledge and experience in making investments financial and business matters that each is capable of evaluating the kind described in merits and risks of this Agreement investment, and the related documents, (ii) able, by reason of the business and financial experience of its management, to protect its own interests in connection with the transactions described in this Agreement and the related documents, and (iii) is able to afford the entire loss of its investment in the Initial Shares, the Initial Warrants and the Supplemental WarrantUnits. b. All subsequent offers and sales of the Initial SharesDebentures, the Initial Warrants and the Supplemental WarrantWarrants, and, if the Supplemental Warrant shall be exercised, the Additional Shares and the Additional Warrants and the Common Stock issuable upon conversion or exercise of, or in lieu of dividend interest payments on the Initial Shares and the Initial Warrants and, if the Supplemental Warrant is exercisedon, the Additional Shares and Debentures or the Additional Warrants, it shall have purchased, shall be made pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from such registration. c. The Purchaser understands that the Initial Shares, the Initial Warrants and the Supplemental Warrant Units are being offered and sold to it in reliance upon exemptions from the registration requirements of the United States federal Federal securities laws, and that the Company is relying upon the truth and accuracy of the Purchaser's representations and warranties, and the Purchaser's compliance with its agreements, each as set forth herein, in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Initial Shares, the Initial Warrants and the Supplemental WarrantUnits. d. The Purchaser: (Ai) has been provided with sufficient information with respect to the business of the Company and such documents relating to the Company as the Purchaser has requested and Purchaser has carefully reviewed the same including, without limitation, the Company's Form 10-QSB for the quarter ended September 30, 1999 filed with the Securities and Exchange Commission (the "Commission"), (B) has been provided with such additional information with respect to the Company and its business and financial condition as the Purchaser, or the Purchaser's agent or attorney, has requestedrequested and the Purchaser has carefully reviewed the same including, without limitation, the Company's Form 10KSB for the fiscal year ended December 31, 1998 filed with the Securities and Exchange Commission ("the Commission"); and (Cii) has had access to management of the Company and the opportunity to discuss the information provided by management of the Company Company, and any questions that the Purchaser had with respect thereto have been answered to the full satisfaction of the Purchaser. e. The Purchaser has the requisite corporate power and authority to enter into this Agreement and the registration rights agreementRegistration Rights Agreement, dated as of the date hereof, between the Company and the Purchaser (the "Registration Rights Agreement"). f. This , and each of this Agreement and the Registration Rights Agreement Agreement, and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Purchaser; and each such agreementsagreement is, or when executed and delivered by each of the Purchaser and the Company will each be be, a valid and binding agreement of the Purchaser, enforceable in accordance with their its respective terms, except to the extent that enforcement of each such agreement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. The Purchaser represents and warrants to, and covenants and agrees with, the Company as follows: a. The Purchaser and each of its equity owners is (i) experienced in making investments of the kind described in this Agreement and the related documents, (ii) able, by reason of the business and financial experience of its management, to protect its own interests in connection with the transactions described in this Agreement and the related documents, and (iii) able to afford the entire loss of its investment in the Initial Shares, the Initial Warrants and the Supplemental WarrantSecurities. b. All subsequent offers and sales of the Initial SharesDebentures, the Initial Warrants and the Supplemental WarrantWarrants, and, if the Supplemental Warrant shall be exercised, the Additional Shares and the Additional Warrants and the Common Stock issuable upon conversion or exercise of, or in lieu of dividend interest payments on the Initial Shares and Debentures or the Initial Warrants and, if the Supplemental Warrant is exercised, the Additional Shares and the Additional Warrants, it shall have purchased, shall be made pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from such registration. c. The Purchaser understands that the Initial Shares, the Initial Warrants and the Supplemental Warrant Securities are being offered and sold to it in reliance upon exemptions from the registration requirements of the United States federal securities laws, and that the Company is relying upon the truth and accuracy of the Purchaser's representations and warranties, and the Purchaser's compliance with its agreements, each as set forth herein, in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Initial Shares, the Initial Warrants and the Supplemental WarrantSecurities. d. The Purchaser: (A) has been provided with sufficient information with respect to the business of the Company and such documents relating to the Company as the Purchaser has requested and Purchaser has carefully reviewed the same including, without limitation, the Company's Form 10-QSB K for the quarter fiscal year ended September 30December 31, 1999 1998 filed with the Securities and Exchange Commission ("the "Commission"), (B) has been provided with such additional information with respect to the Company and its business and financial condition as the Purchaser, or the Purchaser's agent or attorney, has requested, and (C) has had access to management of the Company and the opportunity to discuss the information provided by management of the Company and any questions that the Purchaser had with respect thereto have been answered to the full satisfaction of the Purchaser. e. The Purchaser has the requisite corporate power and authority to enter into this Agreement and this Agreement has been duly and validly authorized, executed and delivered on behalf of the Purchaser and is a valid and binding agreement of the Purchaser, enforceable in accordance with its terms, except to the extent that enforcement of this Agreement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity. f. This Agreement and the registration rights agreement, dated as of the date hereof, between the Company and the Purchaser (the "Registration Rights Agreement"). f. This Agreement and the Registration Rights Agreement , and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Purchaser; and such agreements, when executed and delivered by each of the Purchaser and the Company will each be a valid and binding agreement of the Purchaser, enforceable in accordance with their respective terms, except to the extent that enforcement of each such agreement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. The Purchaser represents and warrants to, and covenants and agrees with, the Company as follows: a. The Purchaser and each of its equity owners is (i) experienced in making investments of the kind described in this Agreement and the related documents, (ii) able, by reason of the business and financial experience of its management, to protect its own interests in connection with the transactions described in this Agreement and the related documents, and (iii) able to afford the entire loss of its investment in the Initial Shares, the Initial Warrants and the Supplemental WarrantSecurities. b. All subsequent offers and sales of the Initial SharesDebentures, the Initial Warrants and the Supplemental WarrantWarrants, and, if the Supplemental Warrant shall be exercised, the Additional Shares and the Additional Warrants and the Common Stock issuable upon conversion or exercise of, or in lieu of dividend interest payments on the Initial Shares and Debentures or the Initial Warrants and, if the Supplemental Warrant is exercised, the Additional Shares and the Additional Warrants, it shall have purchased, shall be made pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from such registration. c. The Purchaser understands that the Initial Shares, the Initial Warrants and the Supplemental Warrant Securities are being offered and sold to it in reliance upon exemptions from the registration requirements of the United States federal securities laws, and that the Company is relying upon the truth and accuracy of the Purchaser's representations and warranties, and the Purchaser's compliance with its agreements, each as set forth herein, in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Initial Shares, the Initial Warrants and the Supplemental WarrantSecurities. d. The Purchaser: (A) has been provided with sufficient information with respect to the business of the Company and such documents relating to the Company as the Purchaser has requested and Purchaser has carefully reviewed the same including, without limitation, the Company's Form 10-QSB for the fiscal year quarter ended September November 30, 1999 filed with the Securities and Exchange Commission ("the "Commission"), (B) has been provided with such additional information with respect to the Company and its business and financial condition as the Purchaser, or the Purchaser's agent or attorney, has requested, and (C) has had access to management of the Company and the opportunity to discuss the information provided by management of the Company and any questions that the Purchaser had with respect thereto have been answered to the full satisfaction of the Purchaser. e. The Purchaser has the requisite corporate power and authority to enter into this Agreement and this Agreement has been duly and validly authorized, executed and delivered on behalf of the Purchaser and is a valid and binding agreement of the Purchaser, enforceable in accordance with its terms, except to the extent that enforcement of this Agreement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity. f. This Agreement and the registration rights agreement, dated as of the date hereof, between the Company and the Purchaser (the "Registration Rights Agreement"). f. This Agreement and the Registration Rights Agreement , attached hereto as Exhibit D, and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Purchaser; and such agreements, when executed and delivered by each of the Purchaser and the Company will each be a valid and binding agreement of the Purchaser, enforceable in accordance with their respective terms, except to the extent that enforcement of each such agreement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity.