CACHESTREAM CORP
INVESTMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>a8kinvestagr-07302001.txt
<DESCRIPTION>INVESTMENT AGREEMENT
<TEXT>


                        PROVIDENCE CAPITAL IX, INC.

                           INVESTMENT AGREEMENT

     THE  SECURITIES  OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH THE
     SECURITIES  AND  EXCHANGE   COMMISSION  OR  ANY  STATE  OR  OTHER
     SECURITIES AUTHORITIES. THEY  MAY  NOT  BE  SOLD  OR  TRANSFERRED
     EXCEPT  PURSUANT  TO  AN EFFECTIVE REGISTRATION STATEMENT  OR  AN
     EXEMPTION FROM THE REGISTRATION  REQUIREMENTS  OF THE FEDERAL AND
     STATE SECURITIES LAWS.

     THIS INVESTMENT AGREEMENT DOES NOT CONSTITUTE AN  OFFER  TO SELL,
     OR  A SOLICITATION OF AN OFFER TO PURCHASE, ANY OF THE SECURITIES
     DESCRIBED HEREIN BY OR TO ANY PERSON IN ANY JURISDICTION IN WHICH
     SUCH  OFFER  OR SOLICITATION WOULD BE UNLAWFUL.  THESE SECURITIES
     HAVE NOT BEEN  RECOMMENDED  BY  ANY  FEDERAL  OR STATE SECURITIES
     AUTHORITIES, NOR HAVE SUCH AUTHORITIES CONFIRMED  THE ACCURACY OR
     DETERMINED THE ADEQUACY OF THIS DOCUMENT.  ANY REPRESENTATION  TO
     THE CONTRARY IS A CRIMINAL OFFENSE.

     AN INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK.
     THE  INVESTOR MUST RELY ON ITS OWN ANALYSIS OF THE INVESTMENT AND
     ASSESSMENT OF THE RISKS INVOLVED.  SEE THE RISK FACTORS SET FORTH
     IN THE ATTACHED DISCLOSURE DOCUMENTS AS EXHIBIT I.

     SEE ADDITIONAL LEGENDS AT SECTIONS 4.7.


          THIS   INVESTMENT  AGREEMENT  (this  "Agreement"  or  "Investment
Agreement") is made  as  of  the  29th  day  of March, 2001, by and between
Providence  Capital  IX, Inc., a corporation duly  organized  and  existing
under  the  laws  of  the  State  of  Colorado  (the  "Company"),  and  the
undersigned Investor executing this Agreement ("Investor").

                                 RECITALS:

     WHEREAS, the parties  desire  that,  upon the terms and subject to the
conditions contained herein, the Company shall  issue  to the Investor, and
the Investor shall purchase from the Company, from time to time as provided
herein, shares of the Company's Common Stock, as part of  an offering of up
to Ten Million (10,000,000) shares Common Stock by the Company  to Investor
(the "Maximum Offering Amount"); and

     WHEREAS,  the  solicitation  of  this  Investment  Agreement  and,  if
accepted  by the Company, the offer and sale of the Common Stock are  being
made in reliance  upon  the  provisions  of  Regulation  D ("Regulation D")
promulgated under the Act, Section 4(2) of the Act, and/or  upon such other
exemption from the registration requirements of the Act as may be available
with  respect  to  any or all of the purchases of Common Stock to  be  made
hereunder.

                                  TERMS:

     NOW, THEREFORE, the parties hereto agree as follows:

     1.   CERTAIN DEFINITIONS.   As  used  in this Agreement (including the
recitals  above),  the following terms shall have  the  following  meanings
(such meanings to be  equally  applicable  to  both the singular and plural
forms of the terms defined):

     "20% Approval" shall have the meaning set forth in Section 5.25.

     "9.9%  Limitation"  shall  have  the  meaning  set  forth  in  Section
2.3.1(f).

     "Accredited Investor" shall have the meaning set forth in Section 3.1.

     "Act" shall mean the Securities Act of 1933, as amended.

     "Advance  Put  Notice"  shall have the meaning set  forth  in  Section
2.3.1(a), the form of which is attached hereto as EXHIBIT D.

     "Advance Put Notice Confirmation"  shall have the meaning set forth in
Section 2.3.1(a), the form of which is attached hereto as EXHIBIT E.

     "Advance Put Notice Date" shall have  the meaning set forth in Section
2.3.1(a).

     "Affiliate" shall have the meaning as set forth Section 6.4.

     "Aggregate Issued Shares" equals the aggregate  number  of  shares  of
Common  Stock issued to Investor pursuant to the terms of this Agreement or
the Registration  Rights Agreement as of a given date, including Put Shares
and Warrant Shares.

     "Agreed Upon Procedures  Report"  shall  have the meaning set forth in
Section 2.5.3(b).

     "Agreement" shall mean this Investment Agreement.

     "Automatic Termination" shall have the meaning  set  forth  in Section
2.3.2.

     "Bring Down Cold Comfort Letters" shall have the meaning set  forth in
Section 2.3.7(b).

     "Business Day" shall mean any day during which the Principal Market is
open for trading.

     "Calendar  Month"  shall  mean  the  period  of  time beginning on the
numeric  day  in  question  in  a  calendar  month and for Calendar  Months
thereafter, beginning on the earlier of (i) the  same  numeric  day  of the
next calendar month or (ii) the last day of the next calendar month.   Each
Calendar Month shall end on the day immediately preceding the beginning  of
the next succeeding Calendar Month.

     "Cap Amount" shall have the meaning set forth in Section 2.3.11.

     "Capital  Raising  Limitations"  shall  have  the meaning set forth in
Section 6.5.1.

     "Capitalization Schedule" shall have the meaning  set forth in Section
3.2.4, attached hereto as EXHIBIT J.

     "Change  in  Control"  shall  have  the meaning set forth  within  the
definition of Major Transaction, below.

     "Closing" shall mean one of (i) the Investment  Commitment Closing and
(ii)  each  closing  of  a  purchase and sale of Common Stock  pursuant  to
Section 2.

     "Closing Bid Price" means,  for  any security as of any date, the last
closing bid price for such security during  Normal  Trading  on  the O.T.C.
Bulletin  Board,  or,  if  the  O.T.C.  Bulletin Board is not the principal
securities exchange or trading market for  such  security, the last closing
bid  price  during  Normal  Trading  of  such  security  on  the  principal
securities  exchange  or trading market where such security  is  listed  or
traded as reported by such principal securities exchange or trading market,
or if the foregoing do  not apply, the last closing bid price during Normal
Trading of such security  in  the over-the-counter market on the electronic
bulletin board for such security,  or,  if no closing bid price is reported
for such security, the average of the bid  prices  of any market makers for
such  security as reported in the "pink sheets" by the  National  Quotation
Bureau,  Inc.   If  the  Closing  Bid  Price  cannot be calculated for such
security on such date on any of the foregoing bases,  the Closing Bid Price
of such security on such date shall be the fair market  value  as  mutually
determined  by  the  Company  and  the  Investor  in this Offering.  If the
Company and the Investor in this Offering are unable to agree upon the fair
market value of the Common Stock, then such dispute shall be resolved by an
investment banking firm mutually acceptable to the Company and the Investor
in this offering and any fees and costs associated  therewith shall be paid
by the Company.

     "Commitment  Evaluation Period" shall have the meaning  set  forth  in
Section 2.6.

     "Commitment Period"  shall  have  the  meaning  set  forth  in Section
2.3.2(d).

     "Commitment  Warrants"  shall  have  the  meaning set forth in Section
2.4.1, the form of which is attached hereto as EXHIBIT P.

     "Common Shares" shall mean the shares of Common Stock of the Company.

     "Common Stock" shall mean the common stock of the Company.

     "Company" shall mean Providence Capital IX,  Inc.,  a corporation duly
organized and existing under the laws of the State of Colorado.

     "Company Designated Maximum Put Dollar Amount" shall  have the meaning
set forth in Section 2.3.1(a).

     "Company  Designated Minimum Put Share Price" shall have  the  meaning
set forth in Section 2.3.1(a).

     "Company Termination"  shall  have  the  meaning  set forth in Section
2.3.12.

     "Conditions to Investment Commitment Closing" shall  have  the meaning
as set forth in Section 2.2.2.

     "Delisting  Event"  shall  mean  any  time  during  the  term  of this
Investment Agreement, that the Company's Common Stock is not listed for and
actively trading on the O.T.C. Bulletin Board, the Nasdaq Small Cap Market,
the  Nasdaq  National  Market, the American Stock Exchange, or the New York
Stock Exchange or is suspended  or  delisted with respect to the trading of
the shares of Common Stock on such market or exchange.

     "Disclosure Documents" shall have  the meaning as set forth in Section
3.2.4.

     "Due Diligence Review" shall have the  meaning as set forth in Section
2.5.

     "DWAC Put Shares" shall mean Put Shares,  in  electronic form, without
restriction on resale, that are delivered to the Depository  Trust  Company
DWAC account specified by the Investor for the Put Shares.

     "Effective Date" shall have the meaning set forth in Section 2.3.1.

     "Equity Securities" shall have the meaning set forth in Section 6.5.1.

     "Evaluation Day" shall have the meaning set forth in Section 2.3.1(b).

     "Exchange  Act"  shall  mean  the  Securities Exchange Act of 1934, as
amended.

     "Excluded Day" shall have the meaning set forth in Section 2.3.1(b).

     "Extended  Put  Period" shall mean the  period  of  time  between  the
Advance Put Notice Date until the Pricing Period End Date.

     "Impermissible Put  Cancellation"  shall have the meaning set forth in
Section 2.3.1(e).

     "Indemnified Liabilities" shall have  the meaning set forth in Section
9.

     "Indemnities" shall have the meaning set forth in Section 9.

     "Indemnitor" shall have the meaning set forth in Section 9.

     "Individual Put Limit" shall have the meaning  set  forth  in  Section
2.3.1 (b).

     "Ineffective  Period"  shall  have  the  meaning  given  to  it in the
Registration Rights Agreement.

     "Ineffective Registration Payment" shall have the meaning given  to it
in the Registration Rights Agreement.

     "Intended  Put  Share  Amount"  shall  have  the  meaning set forth in
Section 2.3.1(a).

     "Investment Commitment Closing" shall have the meaning  set  forth  in
Section 2.2.1.

     "Investment Agreement" shall mean this Investment Agreement.

     "Investment  Commitment Opinion of Counsel" shall mean an opinion from
Company's independent  counsel,  substantially  in  the  form  attached  as
EXHIBIT  B,  or  such  other  form as agreed upon by the parties, as to the
Investment Commitment Closing.

     "Investment Date" shall mean  the  date  of  the Investment Commitment
Closing.

     "Investor" shall have the meaning set forth in the preamble hereto.

     "Late  Payment  Amount" shall have the meaning set  forth  in  Section
2.3.9.

     "Legend" shall have the meaning set forth in Section 4.7.

     "Major Transaction" shall mean and shall be deemed to have occurred at
such time upon any of the following events:

          (i) a consolidation,  merger  or  other  business  combination or
event  or  transaction following which the holders of Common Stock  of  the
Company immediately  preceding  such  consolidation, merger, combination or
event either (i) no longer hold a majority of the shares of Common Stock of
the  Company or (ii) no longer have the  ability  to  elect  the  board  of
directors of the Company (a "Change of Control");

          (ii)  the  sale  or transfer of a portion of the Company's assets
not in the ordinary course of business;

          (iii) the purchase  of  assets by the Company not in the ordinary
course of business; or
          (iv) a purchase, tender or  exchange offer made to the holders of
outstanding shares of Common Stock.

     "Market Price" shall equal the lowest Closing Bid Price for the Common
Stock on the Principal Market during the  Pricing Period for the applicable
Put.

     "Material Facts" shall have the meaning set forth in Section 2.3.7(a).

     "Maximum Put Dollar Amount" shall mean  the  lesser of (i) the Company
Designated Maximum Put Dollar Amount, if any, specified by the Company in a
Put Notice, and (ii) $2 million.

     "Maximum Offering Amount" shall mean have the meaning set forth in the
recitals hereto.

     "NASD" shall have the meaning set forth in Section 6.9.

     "Nasdaq 20% Rule" shall have the meaning set forth in Section 2.3.11.

     "Non-Usage Fee" shall have the meaning set forth in Section 2.6.

     "Normal Trading" shall mean trading that occurs  between  9:30  AM and
4:00  PM,  New  York  City  Time,  on any Business Day, and shall expressly
exclude "after hours" trading.

     "Numeric  Day"  shall mean the numerical  day  of  the  month  of  the
Investment  Date or the  last  day  of  the  calendar  month  in  question,
whichever is less.

     "NYSE" shall have the meaning set forth in Section 6.9.

     "Offering"  shall  mean  the  Company's  offering  of Common Stock and
Warrants issued under this Investment Agreement.

     "Officer's Certificate" shall mean a certificate, signed by an officer
of  the Company, to the effect that the representations and  warranties  of
the Company  in  this  Agreement  required  to  be  true for the applicable
Closing  are  true  and correct in all material respects  and  all  of  the
conditions and limitations  set  forth in this Agreement for the applicable
Closing are satisfied.

     "Opinion  of  Counsel"  shall  mean,  as  applicable,  the  Investment
Commitment  Opinion  of  Counsel,  the Put  Opinion  of  Counsel,  and  the
Registration Opinion.

     "Payment Due Date" shall have the meaning set forth in Section 2.3.9.

     "Pricing  Period" shall mean, unless  otherwise  shortened  under  the
terms  of  this  Agreement,  the  period  beginning  on  the  Business  Day
immediately following  the  Put  Date  and ending on and including the date
which is 20 Business Days after such Put Date.

     "Pricing Period End Date" shall mean  the  last  Business  Day  of any
Pricing Period.

     "Principal  Market"  shall  mean the O.T.C. Bulletin Board, the Nasdaq
Small Cap Market, the Nasdaq National  Market,  the American Stock Exchange
or  the  New York Stock Exchange, whichever is at the  time  the  principal
trading exchange or market for the Common Stock.

     "Proceeding" shall have the meaning as set forth Section 5.1.

     "Purchase" shall have the meaning set forth in Section 2.3.8.

     "Put" shall have the meaning set forth in Section 2.3.1(d).

     "Put Closing" shall have the meaning set forth in Section 2.3.9.

     "Put Closing Date" shall have the meaning set forth in Section 2.3.9.

     "Put Date" shall mean the date that is specified by the Company in any
Put Notice  for  which  the Company intends to exercise a Put under Section
2.3.1, unless the Put Date  is  postponed  pursuant to the terms hereof, in
which case the "Put Date" is such postponed date.

     "Put Dollar Amount" shall be determined  by  multiplying the Put Share
Amount by the respective Put Share Prices with respect  to such Put Shares,
subject to the limitations herein.

     "Put  Interruption Date" shall have the meaning set forth  in  Section
2.3.4.

     "Put Interruption  Event"  shall have the meaning set forth in Section
2.3.4.

     "Put Interruption Notice" shall  have the meaning set forth in Section
2.3.4.

     "Put Notice" shall have the meaning set forth in Section 2.3.1(d), the
form of which is attached hereto as EXHIBIT F.

     "Put Notice Confirmation" shall have  the meaning set forth in Section
2.3.1(d), the form of which is attached hereto as EXHIBIT G.

     "Put  Opinion  of  Counsel"  shall  mean  an  opinion  from  Company's
independent counsel, in the form attached as EXHIBIT  H, or such other form
as agreed upon by the parties, as to any Put Closing.

     "Put  Share  Amount"  shall  have  the  meaning  as set forth  Section
2.3.1(b).

     "Put  Share  Price"  shall  have  the  meaning  set forth  in  Section
2.3.1(c).

     "Put Shares" shall mean shares of Common Stock that  are  purchased by
the Investor pursuant to a Put.

     "Registrable  Securities" shall have the meaning as set forth  in  the
Registration Rights Agreement.

     "Registration Opinion"  shall  have  the  meaning set forth in Section
2.3.7(a), the form of which is attached hereto as EXHIBIT N.

     "Registration Opinion Deadline" shall have  the  meaning  set forth in
Section 2.3.7(a).

     "Registration  Rights  Agreement" shall mean that certain registration
rights agreement entered into  by  the  Company  and  Investor on even date
herewith, in the form attached hereto as EXHIBIT A, or  such  other form as
agreed upon by the parties.

     "Registration  Statement" shall have the meaning as set forth  in  the
Registration Rights Agreement.

     "Regulation D" shall  have  the  meaning  set  forth  in  the recitals
hereto.

     "Reporting Issuer" shall have the meaning set forth in Section 6.2.

     "Restrictive Legend" shall have the meaning set forth in Section 4.7.

     "Required  Put Documents" shall have the meaning set forth in  Section
2.3.6.

     "Right of First  Refusal"  shall have the meaning set forth in Section
6.5.2.

     "Schedule of Exceptions" shall  have  the meaning set forth in Section
5, and is attached hereto as Exhibit C.

     "SEC" shall mean the Securities and Exchange Commission.

     "Securities" shall mean this Investment  Agreement,  together with the
Common  Stock of the Company, the Warrants and the Warrant Shares  issuable
pursuant to this Investment Agreement.

     "Share  Authorization  Increase  Approval"  shall have the meaning set
forth in Section 5.25.

     "Stockholder 20% Approval" shall have the meaning set forth in Section
6.11.

     "Supplemental Registration Statement" shall have the meaning set forth
in the Registration Rights Agreement.

     "Term" shall mean the term of this Agreement,  which shall be a period
of  time  beginning  on  the  date  of  this  Agreement and ending  on  the
Termination Date.

     "Termination Date" shall mean the earlier  of  (i)  the  date  that is
three  (3)  years  or (ii) the date that is thirty (30) Business Days after
the later of (a) the Put Closing Date on which the sum of the aggregate Put
Share Price for all  Put  Shares equal the Maximum Offering Amount, (b) the
date that the Company has delivered  a  Termination Notice to the Investor,
(c) the date of an Automatic Termination,  and (d) the date that all of the
Warrants have been exercised.

     "Termination Fee" shall have the meaning as set forth in Section 2.6.

     "Termination Notice" shall have the meaning  as  set  forth in Section
2.3.12.

     "Third  Party  Report"  shall  have  the meaning set forth in  Section
3.2.4.

     "Trading Volume " shall mean the volume  of  shares  of  the Company's
Common Stock that trade between 9:30 AM and 4:00 PM, New York City Time, on
any  Business  Day,  and shall expressly exclude any shares trading  during
"after hours" trading.

     "Transaction Documents" shall have the meaning set forth in Section 9.

     "Transfer Agent" shall have the meaning set forth in Section 6.10.

     "Transfer Agent Instructions" shall mean the Company's instructions to
its transfer agent, substantially  in  the  form  attached as EXHIBIT O, or
such other form as agreed upon by the parties.

     "Trigger Price" shall have the meaning set forth in Section 2.3.1(b).

     "Unlegended   Share   Certificates"   shall  mean  a  certificate   or
certificates  (or  electronically  delivered shares,  as  appropriate)  (in
denominations as instructed by Investor)  representing the shares of Common
Stock to which the Investor is then entitled  to receive, registered in the
name  of  Investor  or  its nominee (as instructed  by  Investor)  and  not
containing a restrictive  legend  or stop transfer order, including but not
limited to the Put Shares for the applicable Put and Warrant Shares.

     "Volume Limitations" shall have  the  meaning  set  forth  in  Section
2.3.1(b).

     "Warrant  Antidilution  Agreement"  shall  mean  that  certain Warrant
Antidilution  Agreement  entered into by the Company and Investor  on  even
date herewith, in the form attached hereto as EXHIBIT O, or such other form
as agreed upon by the parties.

     "Warrant Shares" shall  mean  the Common Stock issued or issuable upon
exercise of the Warrants.

     "Warrants" shall mean the Commitment Warrants.

     2.   PURCHASE AND SALE OF COMMON STOCK.

          2.1  OFFER TO SUBSCRIBE.

          Subject to the terms and conditions  herein  and the satisfaction
of  the  conditions  to  closing set forth in Sections 2.2 and  2.3  below,
Investor hereby agrees to  purchase  such  amounts  of  Common Stock as the
Company may, in its sole and absolute discretion, from time  to  time elect
to  issue  and  sell to Investor according to one or more Puts pursuant  to
Section 2.3 below.

          2.2  INVESTMENT COMMITMENT.

               2.2.1   INVESTMENT  COMMITMENT CLOSING.  The closing of this
Agreement (the "Investment Commitment  Closing")  shall  be deemed to occur
when  this  Agreement,  the  Registration Rights Agreement, the  Commitment
Warrant and the Warrant Antidilution  Agreement  have been duly executed by
both  Investor  and  the  Company, and the other Conditions  to  Investment
Commitment Closing set forth in Section 2.2.2 below have been met.

               2.2.2  CONDITIONS  TO  INVESTMENT  COMMITMENT CLOSING.  As a
prerequisite to the Investment Commitment Closing,  all  of  the  following
(the  "Conditions  to  Investment  Commitment  Closing")  shall  have  been
satisfied  prior  to  or  concurrently  with  the  Company's  execution and
delivery of this Agreement:

               (a) the following documents shall have been delivered to the
               Investor: (i) the Registration Rights Agreement (executed by
               the  Company  and  Investor),  (ii)  the Commitment Warrant,
               (iii) the Investment Commitment Opinion  of  Counsel (signed
               by  the  Company's  counsel),  (iv) the Warrant Antidilution
               Agreement (executed by the Company  and Investor), and (v) a
               Secretary's  Certificate as to (A) the  resolutions  of  the
               Company's board  of  directors authorizing this transaction,
               (B) the Company's Certificate  of Incorporation, and (C) the
               Company's Bylaws;

               (b)  this  Investment Agreement, accepted  by  the  Company,
               shall have been received by the Investor;

               (c) the Company's  Common  Stock shall be listed for trading
               and  actually  trading on the  O.T.C.  Bulletin  Board,  the
               Nasdaq Small Cap  Market,  the  Nasdaq  National Market, the
               American Stock Exchange or the New York Stock Exchange;

               (d)  other  than  continuing losses described  in  the  Risk
               Factors set forth in  the Disclosure Documents (provided for
               in  Section  3.2.4), up through  the  Investment  Commitment
               Closing there  have  been no material adverse changes in the
               Company's business prospects  or  financial  condition since
               the  date  of  the  last  balance  sheet  included  in   the
               Disclosure Documents, including but not limited to incurring
               material liabilities; and

               (e)  the  representations  and  warranties of the Company in
               this Agreement shall be true and  correct  in  all  material
               respects and the Conditions to Investment Commitment Closing
               set forth in this Section 2.2.2 shall have been satisfied on
               the  date  of  such  Investment  Commitment Closing; and the
               Company shall deliver an Officer's Certificate, signed by an
               officer of the Company, to such effect to the Investor.

          2.3  PUTS OF COMMON SHARES TO THE INVESTOR.

               2.3.1   PROCEDURE   TO  EXERCISE  A  PUT.   Subject  to  the
Individual  Put Limit, the Maximum Offering Amount and the Cap  Amount  (if
applicable),  and  the  other  conditions and limitations set forth in this
Agreement, at any time beginning  on  the  date  on  which the Registration
Statement  is  declared  effective by the SEC (the "Effective  Date"),  the
Company may, in its sole and  absolute discretion, elect to exercise one or
more  Puts  according  to  the  following  procedure,  provided  that  each
subsequent Put Date after the first  Put  Date shall be no sooner than five
(5) Business Days following the preceding Pricing Period End Date:

                    (a) DELIVERY OF ADVANCE  PUT  NOTICE. At least ten (10)
Business  Days but not more than twenty (20) Business  Days  prior  to  any
intended Put  Date,  the  Company shall deliver advance written notice (the
"Advance Put Notice," the form  of  which  is attached hereto as EXHIBIT D,
the date of such Advance Put Notice being the "Advance Put Notice Date") to
Investor stating the Put Date for which the  Company  shall, subject to the
limitations and restrictions contained herein, exercise  a  Put and stating
the number of shares of Common Stock (subject to the Individual  Put  Limit
and the Maximum Put Dollar Amount) which the Company intends to sell to the
Investor for the Put (the "Intended Put Share Amount").

     The  Company  may,  at  its  option, also designate in any Advance Put
Notice  (i)  a  maximum  dollar amount  of  Common  Stock,  not  to  exceed
$2,000,000, which it shall  sell  to  Investor during the Put (the "Company
Designated Maximum Put Dollar Amount") and/or (ii) a minimum purchase price
per Put Share at which the Investor may  purchase  shares  of  Common Stock
pursuant  to  such  Put  Notice  (a  "Company  Designated Minimum Put Share
Price").  The Company Designated Minimum Put Share  Price,  if  applicable,
shall be no greater than the lesser of (i) 80% of the Closing Bid  Price of
the  Company's  common stock on the Business Day immediately preceding  the
Advance Put Notice  Date,  or  (ii)  the Closing Bid Price of the Company's
common  stock on the Business Day immediately  preceding  the  Advance  Put
Notice Date  minus  $0.15.  The Company may decrease (but not increase) the
Company Designated Minimum Put  Share Price for a Put at any time by giving
the Investor written notice of such decrease not later than 12:00 Noon, New
York City time, on the Business Day  immediately preceding the Business Day
that such decrease is to take effect.  A decrease in the Company Designated
Minimum  Put  Share  Price  shall  have  no   retroactive   effect  on  the
determination  of  Trigger Prices and Excluded Days for days preceding  the
Business Day that such  decrease  takes effect, provided that the Put Share
Price for all shares in a Put shall  be calculated using the lowest Company
Designated Minimum Put Share Price, as decreased.

     Notwithstanding the above, if, at  the  time of delivery of an Advance
Put Notice, more than two (2) Calendar Months have passed since the date of
the previous Put Closing, such Advance Put Notice  shall  provide  at least
twenty (20) Business Days notice of the intended Put Date, unless waived in
writing  by  the Investor.  In order to effect delivery of the Advance  Put
Notice, the Company  shall  (i) send the Advance Put Notice by facsimile on
such date so that such notice is received by the Investor by 6:00 p.m., New
York, NY time, and (ii) surrender such notice on such date to a courier for
overnight delivery to the Investor  (or two (2) day delivery in the case of
an Investor residing outside of the U.S.).  Upon receipt by the Investor of
a facsimile copy of the Advance Put Notice, the  Investor shall, within two
(2)  Business  Days, send, via facsimile, a confirmation  of  receipt  (the
"Advance Put Notice  Confirmation," the form of which is attached hereto as
EXHIBIT E) of the Advance  Put  Notice  to  the Company specifying that the
Advance Put Notice has been received and affirming  the  intended  Put Date
and the Intended Put Share Amount.

                    (b)  PUT  SHARE  AMOUNT. The "Put Share Amount" is  the
number of shares of Common Stock that  the  Investor  shall be obligated to
purchase in a given Put, and shall equal the lesser of (i) the Intended Put
Share  Amount,  and  (ii)  the  Individual Put Limit.  The "Individual  Put
Limit" shall equal the lesser of  (A)  1,500,000 shares, (B) 15% of the sum
of the aggregate daily reported Trading  Volumes  in the outstanding Common
Stock  on the Company's Principal Market, excluding  any  block  trades  of
20,000 or  more shares of Common Stock, for all Evaluation Days (as defined
below) in the  Pricing  Period,  (C)  the  number of Put Shares which, when
multiplied by their respective Put Share Prices,  equals  the  Maximum  Put
Dollar  Amount,  and  (D)  the  9.9%  Limitation, but in no event shall the
Individual Put Limit exceed 15% of the  sum of the aggregate daily reported
Trading Volumes in the outstanding Common  Stock on the Company's Principal
Market,  excluding any block trades of 20,000  or  more  shares  of  Common
Stock, for  the twenty (20) Business Days immediately preceding the Advance
Put Notice Date  (this limitation, together with the limitations in (A) and
(B) immediately above  are  collectively  referred to herein as the "Volume
Limitations"). Company agrees not to trade  Common  Stock  or  arrange  for
Common  Stock  to  be traded for the purpose of artificially increasing the
Volume Limitations.

     For purposes of this Agreement:

          "Trigger Price"  for any Pricing Period shall mean the greater of
(i) the Company Designated Minimum Put Share Price, plus $0.10, or (ii) the
Company Designated Minimum Put Share Price divided by .91.

          An "Excluded Day"  shall  mean each Business Day during a Pricing
Period where the lowest intra-day trading price of the Common Stock is less
than the Trigger Price and each Business Day defined in Section 2.3.4 as an
"Excluded Day".

          An "Evaluation Day" shall mean each Business Day during a Pricing
Period that is not an Excluded Day.

                    (c) PUT SHARE PRICE.  The purchase price for the Put
Shares (the "Put Share Price") shall equal the lesser of (i) the Market
Price for such Put, minus $0.10, or (ii) 91% of the Market Price for such
Put, but shall in no event be less than the Company Designated Minimum Put
Share Price for such Put, if applicable.

                    (d)  DELIVERY OF PUT  NOTICE.   After  delivery  of  an
Advance Put Notice, on the Put Date specified in the Advance Put Notice the
Company shall deliver written  notice  (the "Put Notice," the form of which
is attached hereto as EXHIBIT F) to Investor stating (i) the Put Date, (ii)
the Intended Put Share Amount as specified  in the Advance Put Notice (such
exercise a "Put"), (iii) the Company Designated  Maximum  Put Dollar Amount
(if  applicable), and (iv) the Company Designated Minimum Put  Share  Price
(if applicable).    In  order  to  effect  delivery  of the Put Notice, the
Company shall (i) send the Put Notice by facsimile on  the Put Date so that
such notice is received by the Investor by 6:00 p.m., New  York,  NY  time,
and  (ii)  surrender such notice on the Put Date to a courier for overnight
delivery to  the  Investor  (or  two  (2)  day  delivery  in the case of an
Investor residing outside of the U.S.).  Upon receipt by the  Investor of a
facsimile  copy  of  the  Put  Notice,  the Investor shall, within two  (2)
Business Days, send, via facsimile, a confirmation  of  receipt  (the  "Put
Notice Confirmation," the form of which is attached hereto as EXHIBIT G) of
the  Put Notice to Company specifying that the Put Notice has been received
and affirming the Put Date and the Intended Put Share Amount.

                    (e)  DELIVERY  OF  REQUIRED PUT DOCUMENTS. On or before
the  Put  Date for such Put, the Company shall  deliver  the  Required  Put
Documents (as  defined  in  Section  2.3.6 below) to the Investor (or to an
agent of Investor, if Investor so directs).   Unless otherwise specifically
requested   by   the  Investor,  the  Put  Shares  shall   be   transmitted
electronically pursuant to the Depository Trust Company DWAC system or such
other electronic delivery  system  as  the  Investor shall request.  If the
Company has not delivered all of the Required Put Documents to the Investor
on  or before the Put Date, the Put shall be automatically  cancelled,  (an
"Impermissible  Put  Cancellation")  and the Company shall pay the Investor
$5,000 for its reasonable due diligence  expenses  incurred  in preparation
for the cancelled Put and the Company may deliver an Advance Put Notice for
the  subsequent  Put no sooner than ten (10) Business Days after  the  date
that such Put was  cancelled.   Also,  in  the  event of a Put Interruption
Notice  that  occurs  prior  to  the Put Date, the Company  shall  pay  the
Investor  $5,000 for its reasonable  due  diligence  expenses  incurred  in
preparation for the interrupted Put.

                    (f)  LIMITATION  ON  INVESTOR'S  OBLIGATION TO PURCHASE
SHARES. Notwithstanding anything to the contrary in this  Agreement,  in no
event shall the Investor be required to purchase, and an Intended Put Share
Amount  may  not  include, an amount of Put Shares, which when added to the
number of Put Shares  acquired  by  the Investor pursuant to this Agreement
during  the 61 days preceding the Put  Date  with  respect  to  which  this
determination  of  the  permitted  Intended Put Share Amount is being made,
would exceed 9.9% of the number of shares of Common Stock outstanding (on a
fully diluted basis, to the extent that  inclusion  of  unissued  shares is
mandated  by  Section  13(d) of the Exchange Act) on the Put Date for  such
Pricing Period, as determined  in  accordance  with  Section  13(d)  of the
Exchange  Act  (the  "Section  13(d)  Outstanding Share Amount").  Each Put
Notice shall include a representation of  the  Company  as  to  the Section
13(d)  Outstanding Share Amount on the related Put Date. In the event  that
the Section  13(d) Outstanding Share Amount is different on any date during
a Pricing Period  than on the Put Date associated with such Pricing Period,
then the number of  shares  of Common Stock outstanding on such date during
such Pricing Period shall govern  for  purposes  of determining whether the
Investor, when aggregating all purchases of Shares  made  pursuant  to this
Agreement  in the 61 calendar days preceding such date, would have acquired
more  than 9.9%  of  the  Section  13(d)  Outstanding  Share  Amount.   The
limitation  set  forth in this Section 2.3.1(f) is referred to as the "9.9%
Limitation."

               2.3.2  TERMINATION OF RIGHT TO PUT.   The Company's right to
initiate subsequent Puts to the Investor shall terminate permanently (each,
an "Automatic Termination") upon the occurrence of any of the following:

                    (a) if, at any time, either the Company or any director
or executive officer of the Company has engaged in a transaction or conduct
related to the Company  that  has resulted in (i) a Securities and Exchange
Commission  enforcement action,  or  (ii)  a  civil  judgment  or  criminal
conviction for  fraud  or misrepresentation, or for any other offense that,
if prosecuted criminally, would constitute a felony under applicable law;

                    (b)  on  any  date  after  a  cumulative time period or
series  of  time  periods,  consisting  only  of  Ineffective  Periods  and
Delisting Events, that lasts for an aggregate of four (4) months;

                    (c) if at any time the Company  has filed for and/or is
subject  to  any  bankruptcy,  insolvency,  reorganization  or  liquidation
proceedings or other proceedings for relief under any bankruptcy law or any
law for the relief of debtors instituted by or  against  the Company or any
subsidiary of the Company;

                    (d) after the sooner of (i) the date that  is three (3)
years after the Effective Date, or (ii) the Put Closing Date on  which  the
aggregate of the Put Dollar Amounts for all Puts equal the Maximum Offering
Amount (the "Commitment Period");

                    (e) the Company has breached any covenant in Section  6
or Section 9 hereof; or

                    (f)  if  no  Registration  Statement  has been declared
effective  by  the  date  that  is  one  (1)  year  after the date of  this
Agreement, the Automatic Termination shall occur on the  date  that  is one
(1) year after the date of this Agreement.

               2.3.3   MAXIMUM OFFERING AMOUNT.  The Investor shall not  be
obligated to purchase any  additional  Put  Shares  once  the aggregate Put
Dollar Amount paid by Investor equals the Maximum Offering Amount.

               2.3.4  PUT  INTERRUPTION.   Once  the  Company  delivers  an
Advance Put Notice to the Investor, the Company may not cancel the Put.  In
the  event  of  a  "Put  Interruption Event" (as defined below) during  any
Pricing Period, then (A) the  Company  shall notify the Investor in writing
(a  "Put  Interruption  Notice")  as  soon as  possible  by  facsimile  and
overnight courier, but no later than the  end  of the Business Day in which
the Company becomes aware of such facts, (B) the  Pricing  Period  shall be
extended or shortened, as applicable, such that the Pricing Period End Date
is  the tenth (10th) Business Day after the date of such Put Interruption
Notice  from  the  Company (the "Put Interruption Date"), (C) each Business
Day from and including  the Put Interruption Date through and including the
Pricing Period End Date for  the  applicable Put (as extended or shortened,
if applicable), shall be considered  to  be an "Excluded Day," as that term
is used in this Agreement, and (D) the Company Designated Minimum Put Share
Price, if any, shall not apply to the affected  Put.    In the event that a
Put Interruption Event occurs after an Advance Put Notice  Date, but before
the applicable Put Date, that Put shall be deemed to be terminated, and the
Company  may deliver an Advance Put Notice for a new Put anytime  beginning
on the following  Business  Day, if otherwise allowed under this Agreement.
A  "Put  Interruption Event" shall  mean  any  of  the  following:  (i)  an
Automatic  Termination,  (ii)  the failure of one of the items specified in
Section 2.3.5 below to be true and  correct  on any day during and Extended
Pricing Period, or (iii) the occurrence of one of the following events:

                    (a)  the  Company  has  announced   a   subdivision  or
combination,  including  a  reverse  split,  of  its  Common  Stock or  has
subdivided or combined its Common Stock;

                    (b) the Company has paid a dividend of its Common Stock
or has made any other distribution of its Common Stock;

                    (c) the Company has made a distribution of  all  or any
portion  of  its  assets or evidences of indebtedness to the holders of its
Common Stock;

                    (d) a Major Transaction has occurred; or

                    (e)   the  Company  discovers the existence of Material
Facts or any Ineffective Period or Delisting Event occurs.

               2.3.5   CONDITIONS PRECEDENT  TO THE RIGHT OF THE COMPANY TO
DELIVER AN ADVANCE PUT NOTICE OR A PUT NOTICE.  The right of the Company to
deliver  an  Advance  Put  Notice  or  a  Put  Notice  is  subject  to  the
satisfaction, on the date of delivery of such Advance  Put  Notice  or  Put
Notice, of each of the following conditions:

               (a)  the  Company's  Common  Stock  shall  be listed for and
               actively  trading on the O.T.C. Bulletin Board,  the  Nasdaq
               Small Cap Market, the Nasdaq National Market or the New York
               Stock Exchange and the Put Shares shall be so listed, and to
               the Company's knowledge there is no notice of any suspension
               or delisting  with  respect  to the trading of the shares of
               Common Stock on such market or exchange;

               (b) the Company shall have satisfied any and all obligations
               pursuant  to the Registration Rights  Agreement,  including,
               but not limited to, the filing of the Registration Statement
               with the SEC  with  respect to the resale of all Registrable
               Securities  and  the  requirement   that   the  Registration
               Statement shall have been declared effective  by the SEC for
               the  resale  of  all Registrable Securities and the  Company
               shall have satisfied and shall be in compliance with any and
               all obligations pursuant to this Agreement and the Warrants;

               (c) the representations  and  warranties  of  the Company in
               Sections  5.1,  5.3, 5.4, 5.5, 5.6, 5.10, 5.13, 5.14,  5.15,
               5.16, 5.18, 5.19, 5.21, and 5.25 hereof are true and correct
               in all material respects  as  if  made  on  such  date,  the
               Company  has  satisfied  its  obligations  under Section 2.6
               hereof  and  the  conditions  to Investor's obligations  set
               forth  in  this  Section  2.3.5 are  satisfied  as  of  such
               Closing, and the Company shall deliver a certificate, signed
               by  an  officer  of  the Company,  to  such  effect  to  the
               Investor;

                    (d) the Company shall  have authorized and reserved for
               issuance  a  sufficient number  of  Common  Shares  for  the
               purpose of enabling the Company to satisfy any obligation to
               issue Common Shares  pursuant  to  any  Put  and  to  effect
               exercise of the Warrants;

                    (e)  the  Registration  Statement  is not subject to an
               Ineffective  Period  as  defined in the Registration  Rights
               Agreement, the prospectus  included  therein  is current and
               deliverable,  and  to  the Company's knowledge there  is  no
               notice of any investigation  or  inquiry concerning any stop
               order with respect to the Registration Statement;

                    (f) if the Aggregate Issued Shares after the Closing of
               the Put would exceed the Cap Amount,  the Company shall have
               obtained  the  Stockholder  20%  Approval  as  specified  in
               Section 6.11, if the Company's Common Stock is listed on the
               NASDAQ Small Cap Market or the NASDAQ National Market System
               (the "NMS"), and such approval is required by  the  rules of
               the NASDAQ;

          (g)  the  Company  shall have no knowledge of any event that,  in
               the Company's opinion,  is  more likely than not to have the
               effect of causing any Registration Statement to be suspended
               or otherwise ineffective (which  event  is  more likely than
               not to occur within the thirty Business Days  following  the
               date  on  which  such  Advance  Put Notice and Put Notice is
               deemed delivered);

          (h)  there  is  not then in effect any law,  rule  or  regulation
               prohibiting  or  restricting  the  transactions contemplated
               hereby, or requiring any consent or approval which shall not
               have been obtained, nor is there any  pending  or threatened
               proceeding  or  investigation  which may have the effect  of
               prohibiting or adversely affecting  any  of the transactions
               contemplated by this Agreement;

          (i)  no  statute,  rule,  regulation,  executive  order,  decree,
               ruling  or  injunction  shall  have  been enacted,  entered,
               promulgated   or  adopted  by  any  court  or   governmental
               authority  of  competent  jurisdiction  that  prohibits  the
               transactions contemplated by this Agreement, and no actions,
               suits  or proceedings  shall  be  in  progress,  pending  or
               threatened  by  any  person  (other than the Investor or any
               affiliate of the Investor), that  seek to enjoin or prohibit
               the  transactions  contemplated  by  this   Agreement.   For
               purposes  of  this  paragraph  (i), no proceeding  shall  be
               deemed pending or threatened unless  one  of the parties has
               received written or oral notification thereof  prior  to the
               applicable Closing Date;

          (j)  the  Put  Shares  delivered to the Investor are DTC eligible
               and can be immediately converted into electronic form;

          (k)  the   Company   shall  have   obtained   all   permits   and
               qualifications (if  any)  required  by  any state securities
               laws or Blue Sky laws for the offer and sale  of  the Common
               Stock to the Investor and by the Investor or shall  have the
               availability of exemptions therefrom; and

          (l)  the  Put  Shares shall have been delivered to the Depository
               Trust Company DWAC account specified by the Investor for the
               Put Shares.

          (m)  the Transfer  Agent  Instructions have been duly executed by
               both the Company and the Transfer Agent.

                2.3.6  DOCUMENTS REQUIRED  TO  BE DELIVERED ON THE PUT DATE
AS CONDITIONS TO CLOSING OF ANY PUT.  The Closing of any Put and Investor's
obligations hereunder shall additionally be conditioned  upon  the delivery
to the Investor of each of the following (the "Required Put Documents")  on
or before the applicable Put Date:

                    (a)  a  number of DWAC Put Shares equal to the Intended
Put Share Amount shall have been  delivered to the Depository Trust Company
DWAC account specified by the Investor  for  the  Put  Shares  (unless  the
Investor  has  requested  physical stock certificates, in writing, in which
case the Company shall have  delivered to the Investor a number of physical
Unlegended Share Certificates  equal  to  the Intended Put Share Amount, in
denominations of not more than 50,000 shares per certificate);

                    (b) the following documents:  Put  Opinion  of Counsel,
Officer's Certificate, Put Notice, Registration Opinion, and any  report or
disclosure required under Section 2.3.7 or Section 2.5; and

                    (c)  all  documents,  instruments  and  other  writings
required  to  be  delivered  on  or  before  the  Put  Date pursuant to any
provision  of  this  Agreement  in  order  to  implement  and  effect   the
transactions contemplated herein.

                         2.3.7    ACCOUNTANT'S   LETTER   AND  REGISTRATION
               OPINION.

                    (a)  The Company shall have caused to be  delivered  to
the  Investor,  (i)  whenever  required  by  Section 2.3.7(b) or by Section
2.5.3, and (ii) on the date that is three (3)  Business  Days prior to each
Put Date (the "Registration Opinion Deadline"), an opinion of the Company's
independent  counsel,  in  substantially  the  form  of  EXHIBIT   N   (the
"Registration  Opinion"),  addressed  to  the Investor stating, inter alia,
that no facts ("Material Facts") have come to such counsel's attention that
have caused it to believe that the Registration  Statement is subject to an
Ineffective  Period  or  to  believe that the Registration  Statement,  any
Supplemental  Registration  Statement   (as   each   may   be  amended,  if
applicable), and any related prospectuses, contain an untrue  statement  of
material  fact  or  omits  a  material fact required to make the statements
contained therein, in light of  the  circumstances  under  which  they were
made, not misleading. If a Registration Opinion cannot be delivered  by the
Company's  independent  counsel to the Investor on the Registration Opinion
Deadline due to the existence  of  Material Facts or an Ineffective Period,
the Company shall promptly notify the  Investor and as promptly as possible
amend each of the Registration Statement  and any Supplemental Registration
Statements,  as  applicable,  and  any related  prospectus  or  cause  such
Ineffective Period to terminate, as  the  case  may  be,  and  deliver such
Registration Opinion and updated prospectus as soon as possible thereafter.
If at any time after a Put Notice shall have been delivered to Investor but
before the related Pricing Period End Date, the Company acquires  knowledge
of such Material Facts or any Ineffective Period occurs, the Company  shall
promptly notify the Investor and shall deliver a Put Interruption Notice to
the  Investor  pursuant to Section 2.3.4 by facsimile and overnight courier
by the end of that Business Day.

                    (b)  (i)   the  Company  shall  engage  its independent
auditors  to  perform  the procedures in accordance with the provisions  of
Statement on Auditing Standards  No.  71,  as  amended, as agreed to by the
parties hereto, and reports thereon (the "Bring Down Cold Comfort Letters")
as  shall have been reasonably requested by the Investor  with  respect  to
certain  financial  information contained in the Registration Statement and
shall have delivered  to  the  Investor  such  a  report  addressed  to the
Investor,  on  the  date  that is three (3) Business Days prior to each Put
Date.

                         (ii)   in  the  event that the Investor shall have
requested delivery of an Agreed Upon Procedures  Report pursuant to Section
2.5.3, the Company shall engage its independent auditors to perform certain
agreed  upon procedures and report thereon as shall  have  been  reasonably
requested  by the Investor with respect to certain financial information of
the Company  and  the  Company shall deliver to the Investor a copy of such
report addressed to the Investor.  In the event that the report required by
this Section 2.3.7(b) cannot  be  delivered  by  the  Company's independent
auditors, the Company shall, if necessary, promptly revise the Registration
Statement and the Company shall not deliver a Put Notice  until such report
is delivered.

               2.3.8   INVESTOR'S OBLIGATION AND RIGHT TO PURCHASE  SHARES.
Subject to the conditions  set  forth  in  this  Agreement,  following  the
Investor's receipt of a validly delivered Put Notice, the Investor shall be
required  to  purchase (each a "Purchase") from the Company a number of Put
Shares equal to the Put Share Amount, in the manner described below.

               2.3.9  MECHANICS OF PUT CLOSING. Each of the Company and the
Investor shall  deliver all documents, instruments and writings required to
be delivered by either  of  them  pursuant to this Agreement at or prior to
each  Closing.   Subject  to such delivery  and  the  satisfaction  of  the
conditions set forth in this  Section 2, the closing of the purchase by the
Investor of Shares shall occur  by 5:00 PM, New York City Time, on the date
which is five (5) Business Days following the applicable Pricing Period End
Date (the "Payment Due Date") at  the  offices  of  Investor.   On  each or
before each Payment Due Date, the Investor shall deliver to the Company, in
the  manner specified in Section 8 below, the Put Dollar Amount to be  paid
for such  Put Shares, determined as aforesaid, less any Non-Usage Fees that
are due and  unpaid by the Company.  The closing (each a "Put Closing") for
each Put shall occur on the date that both (i) the Company has delivered to
the  Investor all  Required  Put  Documents,  and  (ii)  the  Investor  has
delivered  to  the  Company  such  Put  Dollar  Amount and any Late Payment
Amount, if applicable (each a "Put Closing Date").

     If the Investor does not deliver to the Company  the Put Dollar Amount
for such Put Closing on or before the Payment Due Date,  then  the Investor
shall pay to the Company, in addition to the Put Dollar Amount,  an  amount
(the  "Late  Payment  Amount")  at  a rate of X% per month, accruing daily,
multiplied by such Put Dollar Amount, where "X" equals one percent (1%) for
the  first  month  following the date in  question,  and  increases  by  an
additional one percent  (1%)  for  each month that passes after the date in
question,  up  to  a  maximum of five percent  (5%)  per  month;  provided,
however, that in no event  shall  the  amount of interest that shall become
due  and  payable  hereunder exceed the maximum  amount  permissible  under
applicable law.

               2.3.10  LIMITATION  ON  SHORT  SALES.   The Investor and its
affiliates shall not engage in short sales of the Company's  Common  Stock;
provided,  however,  that the Investor may enter into any short exempt sale
or  any  short  sale or other  hedging  or  similar  arrangement  it  deems
appropriate with  respect to Put Shares after it receives a Put Notice with
respect to such Put  Shares  so  long  as such sales or arrangements do not
involve  more  than the number of such Put  Shares  specified  in  the  Put
Notice.

               2.3.11   CAP  AMOUNT.   If the Company becomes listed on the
Nasdaq Small Cap Market or the Nasdaq National  Market,  then,  unless  the
Company  has obtained Stockholder 20% Approval as set forth in Section 6.11
or unless  otherwise  permitted  by Nasdaq, in no event shall the Aggregate
Issued Shares exceed the maximum number of shares of Common Stock (the "Cap
Amount")  that  the Company can, without  stockholder  approval,  so  issue
pursuant to NASDAQ  RULE  4460(I)(1)(D)(II) (OR ANY OTHER APPLICABLE NASDAQ
RULES or any successor rule) (THE "NASDAQ 20% RULE").

               2.3.12  INVESTMENT  AGREEMENT TERMINATION.   The Company may
terminate (a "Company Termination")  its  right  to initiate future Puts by
providing  written  notice  ("Termination  Notice")  to  the  Investor,  by
facsimile and overnight courier, at any time other than  during an Extended
Put  Period,  provided  that such termination shall have no effect  on  the
parties'  other  rights  and   obligations   under   this   Agreement,  the
Registration Rights Agreement or the Warrants.  Notwithstanding  the above,
any  Put  Interruption  Notice  occurring during an Extended Put Period  is
governed by Section 2.3.4.

               2.3.13 RETURN OF EXCESS  COMMON  SHARES.   In the event that
the number of Shares purchased by the Investor pursuant to  its obligations
hereunder  is  less than the Intended Put Share Amount, the Investor  shall
promptly return to the Company any shares of Common Stock in the Investor's
possession that are not being purchased by the Investor.

          2.4  WARRANTS.

               2.4.1  COMMITMENT WARRANTS. In partial consideration hereof,
following the execution  of  the  Letter  of  Agreement  dated  on or about
February  6, 2001 between the Company and the Investor, the Company  issued
and delivered  to Investor warrants (the "Commitment Warrants") in the form
attached hereto  as  EXHIBIT  P,  or  such other form as agreed upon by the
parties, to purchase a number of shares  of Common Stock equal to 7% of the
number of fully diluted outstanding shares of Common Stock after accounting
for the Merger.   Each Commitment Warrant  shall be immediately exercisable
in accordance with its terms, and shall have  a  term beginning on the date
of  issuance  and  ending on date that is five (5) years  thereafter.   The
Warrant Shares shall  be registered for resale pursuant to the Registration
Rights Agreement. The Investment  Commitment Opinion of Counsel shall cover
the issuance of the Commitment Warrant and the issuance of the common stock
upon exercise of the Commitment Warrant.

     Notwithstanding  any Termination  or  Automatic  Termination  of  this
Agreement, regardless of whether or not the Registration Statement is or is
not filed, and regardless  of  whether or not the Registration Statement is
or is not declared effective by  the  SEC,  the  Investor shall retain full
ownership  of  the  Commitment  Warrant  as partial consideration  for  its
commitment hereunder.



Providence Capital IX (Final 3-27-01) Investment Agreement.doc
1



<PAGE>



               2.4.2  [Intentionally Left Blank].

          2.5     DUE DILIGENCE REVIEW.    The Company shall make available
for  inspection and review by the Investor (the  "Due  Diligence  Review"),
advisors  to  and  representatives  of  the Investor (who may or may not be
affiliated  with  the Investor and who are  reasonably  acceptable  to  the
Company), any underwriter  participating in any disposition of Common Stock
on  behalf of the Investor pursuant  to  the  Registration  Statement,  any
Supplemental  Registration  Statement, or amendments or supplements thereto
or any blue sky, NASD or other filing, all financial and other records, all
filings with the SEC, and all  other  corporate documents and properties of
the Company as may be reasonably necessary  for the purpose of such review,
and cause the Company's officers, directors and  employees  to  supply  all
such   information  reasonably  requested  by  the  Investor  or  any  such
representative, advisor or underwriter in connection with such Registration
Statement  (including, without limitation, in response to all questions and
other inquiries  reasonably made or submitted by any of them), prior to and
from time to time  after  the  filing and effectiveness of the Registration
Statement  for  the  sole  purpose  of   enabling  the  Investor  and  such
representatives, advisors and underwriters and their respective accountants
and attorneys to conduct initial and ongoing  due diligence with respect to
the Company and the accuracy of the Registration Statement.

               2.5.1 TREATMENT OF NONPUBLIC INFORMATION.  The Company shall
not disclose nonpublic information to the Investor  or  to  its advisors or
representatives unless prior to disclosure of such information  the Company
identifies such information as being nonpublic information and provides the
Investor  and  such  advisors  and representatives with the opportunity  to
accept  or refuse to accept such  nonpublic  information  for  review.  The
Company may,  as  a  condition  to  disclosing  any  nonpublic  information
hereunder,  require  the  Investor and its advisors and representatives  to
enter into a confidentiality  agreement  (including  an agreement with such
advisors and representatives prohibiting them from trading  in Common Stock
during  such  period  of  time  as  they  are  in  possession  of nonpublic
information)  in  form  reasonably  satisfactory  to  the  Company and  the
Investor.

     Nothing  herein  shall  require  the  Company  to  disclose  nonpublic
information  to  the  Investor or its advisors or representatives, and  the
Company represents that  it  does  not disseminate nonpublic information to
any investors who purchase stock in  the  Company  in a public offering, to
money  managers  or  to  securities  analysts,  provided,   however,   that
notwithstanding  anything  herein  to  the  contrary,  the Company will, as
hereinabove  provided, immediately notify the advisors and  representatives
of the Investor and, if any, underwriters, of any event or the existence of
any circumstance  (without any obligation to disclose the specific event or
circumstance) of which it becomes aware, constituting nonpublic information
(whether or not requested  of  the Company specifically or generally during
the course of due diligence by and such persons or entities), which, if not
disclosed in the Prospectus included  in  the Registration Statement, would
cause  such Prospectus to include a material  misstatement  or  to  omit  a
material fact required to be stated therein in order to make the statements
therein,  in  light  of  the  circumstances  in  which  they were made, not
misleading.  Nothing contained in this Section 2.5 shall  be  construed  to
mean  that  such  persons  or entities other than the Investor (without the
written consent of the Investor  prior  to  disclosure of such information)
may  not  obtain  nonpublic  information in the course  of  conducting  due
diligence  in  accordance  with the  terms  of  this  Agreement;  provided,
however, that in no event shall  the Investor's advisors or representatives
disclose to the Investor the nature  of the specific event or circumstances
constituting  any nonpublic information  discovered  by  such  advisors  or
representatives  in  the  course of their due diligence without the written
consent of the Investor prior to disclosure of such information.

               2.5.2   DISCLOSURE   OF  MISSTATEMENTS  AND  OMISSIONS.  The
Investor's advisors or representatives  shall  make  complete disclosure to
the  Investor's  counsel  of  all  events  or  circumstances   constituting
nonpublic information discovered by such advisors or representatives in the
course  of  their due diligence upon which such advisors or representatives
form  the opinion  that  the  Registration  Statement  contains  an  untrue
statement of a material fact or omits a material fact required to be stated
in the Registration Statement or necessary to make the statements contained
therein,  in  the  light  of the circumstances in which they were made, not
misleading.  Upon receipt of  such disclosure, the Investor's counsel shall
consult with the Company's independent  counsel  in  order  to  address the
concern  raised as to the existence of a material misstatement or  omission
and to discuss  appropriate  disclosure  with  respect  thereto;  provided,
however,  that  such  consultation  shall not constitute the advice of  the
Company's independent counsel to the  Investor  as  to  the accuracy of the
Registration Statement and related Prospectus.

               2.5.3   PROCEDURE IF MATERIAL FACTS ARE REASONABLY  BELIEVED
TO BE UNTRUE OR ARE OMITTED.   In  the  event  after  such consultation the
Investor   or   the  Investor's  counsel  reasonably  believes   that   the
Registration Statement  contains  an untrue statement of a material fact or
omits a material fact required to be  stated  in the Registration Statement
or  necessary to make the statements contained therein,  in  light  of  the
circumstances in which they were made, not misleading,

                         (a)  the  Company  shall  file  with  the  SEC  an
amendment  to  the Registration Statement responsive to such alleged untrue
statement or omission and provide the Investor, as promptly as practicable,
with copies of the  Registration  Statement  and  related Prospectus, as so
amended, or

                         (b) if the Company disputes  the  existence of any
such  material  misstatement  or  omission,  (i)  the Company's independent
counsel  shall provide the Investor's counsel with a  Registration  Opinion
and (ii) in  the  event  the  dispute  relates to the adequacy of financial
disclosure  and  the  Investor  shall  reasonably  request,  the  Company's
independent auditors shall provide to the  Company  a  letter ("Agreed Upon
Procedures  Report")  outlining  the  performance  of  such  "agreed   upon
procedures"  as  shall  be  reasonably  requested  by  the Investor and the
Company shall provide the Investor with a copy of such letter.

          2.6 COMMITMENT PAYMENTS.

     On  the  last  Business  Day  of  each  six (6) Calendar Month  period
following  the Effective Date (each such period  a  "Commitment  Evaluation
Period"), if  the Company has not sold at least $1,000,000 in aggregate Put
Dollar Amount worth of Put Shares during that Commitment Evaluation Period,
the Company, in  consideration  of  Investor's commitment costs, including,
but not limited to, due diligence expenses,  shall  pay  to the Investor an
amount (the "Non-Usage Fee") equal to the difference of (i) $100,000, minus
(ii) 10% of the aggregate Put Dollar Amount of the Put Shares  purchased by
the  Investor during that Commitment Evaluation Period.  In the event  that
the Company  delivers  a Termination Notice to the Investor or an Automatic
Termination occurs, the Company shall pay to the Investor (the "Termination
Fee") the greater of (i)  the  Non-Usage  Fee for the applicable Commitment
Evaluation Period, or (ii) the difference of (x) $200,000, minus (y) 10% of
the aggregate Put Dollar Amount of the Put Shares purchased by the Investor
during all Puts to date, and the Company shall  not  be required to pay the
Non-Usage Fee thereafter.

     Each Non-Usage Fee or Termination Fee is payable,  in  cash  or Common
Stock (in the manner described below), at the Company's option, within five
(5)  business  days  of  the  date it accrued.  If such payment is made  in
restricted and unregistered Common  Stock, the Company shall deliver to the
Investor a number of shares of Common  Stock equal to 150% of the amount of
the Non-Usage Fee or Termination Fee that  is  then payable, divided by the
lowest  closing  price  of  the Company's Common Stock  for  the  five  (5)
Business Days immediately preceding  the date of delivery of such shares to
the Investor. The Company shall not be  required to deliver any payments to
Investor  under this subsection until Investor  has  paid  all  Put  Dollar
Amounts that are then due.

     3.   REPRESENTATIONS,  WARRANTIES  AND COVENANTS OF INVESTOR. Investor
hereby represents and warrants to and agrees with the Company as follows:

          3.1  ACCREDITED INVESTOR.  Investor  is  an  accredited  investor
("Accredited  Investor"),  as defined in Rule 501 of Regulation D, and  has
checked the applicable box set forth in Section 10 of this Agreement.

          3.2  INVESTMENT EXPERIENCE;  ACCESS  TO  INFORMATION; INDEPENDENT
INVESTIGATION.

               3.2.1   ACCESS  TO  INFORMATION.   Investor   or  Investor's
professional  advisor has been granted the opportunity to ask questions  of
and receive answers  from  representatives  of  the  Company, its officers,
directors, employees and agents concerning the terms and conditions of this
Offering, the Company and its business and prospects,  and  to  obtain  any
additional  information  which  Investor or Investor's professional advisor
deems necessary to verify the accuracy  and completeness of the information
received.

               3.2.2   RELIANCE  ON  OWN  ADVISORS.   Investor  has  relied
completely on the advice of, or has consulted with, Investor's own personal
tax, investment, legal or other advisors and  has not relied on the Company
or any of its affiliates, officers, directors,  attorneys,  accountants  or
any  affiliates  of any thereof and each other person, if any, who controls
any of the foregoing,  within  the meaning of Section 15 of the Act for any
tax or legal advice (other than  reliance  on information in the Disclosure
Documents as defined in Section 3.2.4 below and on the Opinion of Counsel).
The foregoing, however, does not limit or modify  Investor's  right to rely
upon  covenants,  representations  and  warranties  of the Company in  this
Agreement.

               3.2.3  CAPABILITY TO EVALUATE.  Investor  has such knowledge
and  experience  in  financial  and business matters so as to  enable  such
Investor to utilize the information made available to it in connection with
the Offering in order to evaluate  the  merits and risks of the prospective
investment, which are substantial, including  without  limitation those set
forth in the Disclosure Documents (as defined in Section 3.2.4 below).

               3.2.4  DISCLOSURE DOCUMENTS.  Investor, in making Investor's
investment  decision  to subscribe for the Investment Agreement  hereunder,
represents that (a) Investor  has received and had an opportunity to review
(i) the Company's quarterly report  on  Form  10-QSB for the quarters ended
June  30,  2000, and September 30, 2000 (ii) the  Capitalization  Schedule,
attached as  EXHIBIT  J,  (the  "Capitalization  Schedule"),  and (iii) the
Capitalization  Schedule,  attached  as  EXHIBIT  J,  (the  "Capitalization
Schedule").;  (b)  Investor  has read, reviewed, and relied solely  on  the
documents  described  in  (a)  above,  the  Company's  representations  and
warranties and other information in this Agreement, including the exhibits,
documents prepared by the Company  which have been specifically provided to
Investor in connection with this Offering  (the documents described in this
Section 3.2.4 (a) and (b) are collectively referred  to  as the "Disclosure
Documents"),  and  an  independent  investigation  made  by  Investor   and
Investor's  representatives, if any; (c) Investor has, prior to the date of
this Agreement,  been given an opportunity to review material contracts and
documents of the Company which have been filed as exhibits to the Company's
filings under the  Act  and  the Exchange Act and has had an opportunity to
ask  questions  of and receive answers  from  the  Company's  officers  and
directors; and (d) is not relying on any oral representation of the Company
or any other person,  nor  any written representation or assurance from the
Company  other  than  those  contained   in  the  Disclosure  Documents  or
incorporated herein or therein.  The foregoing,  however, does not limit or
modify  Investor's  right  to  rely  upon  covenants,  representations  and
warranties of the Company in Sections 5 and 6 of this Agreement.   Investor
acknowledges  and  agrees that the Company has no responsibility for,  does
not ratify, and is under  no  responsibility  whatsoever to comment upon or
correct any reports, analyses or other comments  made  about the Company by
any  third  parties,  including,  but  not  limited to, analysts'  research
reports or comments (collectively, "Third Party Reports"), and Investor has
not relied upon any Third Party Reports in making the decision to invest.

               3.2.5  INVESTMENT EXPERIENCE;  FEND  FOR SELF.  Investor has
substantial  experience  in  investing  in  securities  and   it  has  made
investments  in  securities  other  than  those  of  the Company.  Investor
acknowledges  that  Investor  is able to fend for Investor's  self  in  the
transaction contemplated by this  Agreement,  that Investor has the ability
to  bear  the  economic  risk  of Investor's investment  pursuant  to  this
Agreement and that Investor is an  "Accredited  Investor"  by virtue of the
fact that Investor meets the investor qualification standards  set forth in
Section  3.1  above.   Investor  has not been organized for the purpose  of
investing  in  securities  of  the Company,  although  such  investment  is
consistent with Investor's purposes.

          3.3  EXEMPT OFFERING UNDER REGULATION D.

               3.3.1  NO GENERAL  SOLICITATION.   The  Investment Agreement
was not offered to Investor through, and Investor is not aware of, any form
of   general  solicitation  or  general  advertising,  including,   without
limitation,  (i)  any advertisement, article, notice or other communication
published in any newspaper,  magazine  or  similar  media or broadcast over
television or radio, and (ii) any seminar or meeting  whose  attendees have
been invited by any general solicitation or general advertising.

               3.3.2  RESTRICTED SECURITIES.  Investor understands that the
Investment  Agreement is, the Common Stock issued at each Put Closing  will
be,  and  the  Warrant   Shares   will  be,  characterized  as  "restricted
securities" under the federal securities  laws  inasmuch  as they are being
acquired  from  the  Company in a transaction exempt from the  registration
requirements of the federal  securities  laws  and that under such laws and
applicable  regulations such securities may not be  transferred  or  resold
without registration  under  the Act or pursuant to an exemption therefrom.
In this connection, Investor represents that Investor is familiar with Rule
144 under the Act, as presently  in  effect,  and  understands  the  resale
limitations imposed thereby and by the Act.

               3.3.3    DISPOSITION.   Without  in  any  way  limiting  the
representations set forth  above, Investor agrees that until the Securities
are sold pursuant to an effective  Registration  Statement  or an exemption
from registration, they will remain in the name of Investor and will not be
transferred to or assigned to any broker, dealer or depositary.    Investor
further  agrees  not  to  sell,  transfer, assign, or pledge the Securities
(except for any bona fide pledge arrangement to the extent that such pledge
does not require registration under  the  Act  or  unless an exemption from
such registration is available and provided further  that if such pledge is
realized  upon,  any  transfer  to  the  pledgee  shall  comply   with  the
requirements  set  forth  herein),  or  to  otherwise dispose of all or any
portion of the Securities unless and until:

                    (a)  There is then in effect  a  registration statement
under  the  Act  and  any  applicable state securities laws  covering  such
proposed disposition and such  disposition  is made in accordance with such
registration  statement  and  in  compliance  with   applicable  prospectus
delivery requirements; or

                    (b)  (i) Investor shall have notified  the  Company  of
the  proposed  disposition  and  shall  have  furnished  the Company with a
statement of the circumstances surrounding the proposed disposition  to the
extent relevant for determination of the availability of an exemption  from
registration,  and  (ii)  if  reasonably requested by the Company, Investor
shall have furnished the Company  with  an  opinion  of counsel, reasonably
satisfactory  to  the  Company,  that  such  disposition will  not  require
registration of the Securities under the Act or  state securities laws.  It
is  agreed  that  the  Company  will  not require the Investor  to  provide
opinions of counsel for transactions made  pursuant  to  Rule  144 provided
that Investor and Investor's broker, if necessary, provide the Company with
the  necessary  representations  for  counsel  to  the Company to issue  an
opinion with respect to such transaction.

          The Investor is entering into this Agreement for its own account
and the Investor has no present arrangement (whether or not legally
binding) at any time to sell the Common Stock to or through any person or
entity; provided, however, that by making the representations herein, the
Investor does not agree to hold the Common Stock for any minimum or other
specific term and reserves the right to dispose of the Common Stock at any
time in accordance with federal and state securities laws applicable to
such disposition.

          3.4  DUE AUTHORIZATION.

               3.4.1   AUTHORITY.   The  person executing  this  Investment
Agreement, if executing this Agreement in  a  representative  or  fiduciary
capacity,  has  full  power  and  authority  to  execute  and  deliver this
Agreement and each other document included herein for which a signature  is
required  in  such  capacity  and  on behalf of the subscribing individual,
partnership, trust, estate, corporation  or  other entity for whom or which
Investor is executing this Agreement.  Investor  has  reached  the  age  of
majority  (if an individual) according to the laws of the state in which he
or she resides.

               3.4.2   DUE  AUTHORIZATION.  Investor  is  duly  and validly
organized,  validly  existing  and  in good standing as a limited liability
company under the laws of Georgia with full power and authority to purchase
the Securities to be purchased by Investor  and to execute and deliver this
Agreement.

               3.4.3   PARTNERSHIPS.  If Investor  is  a  partnership,  the
representations, warranties,  agreements and understandings set forth above
are true with respect to all partners  of Investor (and if any such partner
is  itself  a  partnership,  all  persons  holding   an  interest  in  such
partnership,  directly  or  indirectly,  including  through   one  or  more
partnerships), and the person executing this Agreement has made due inquiry
to  determine  the truthfulness of the representations and warranties  made
hereby.

               3.4.4   REPRESENTATIVES.   If  Investor  is  purchasing in a
representative  or  fiduciary capacity, the representations and  warranties
shall be deemed to have  been  made  on behalf of the person or persons for
whom Investor is so purchasing.

     4.   ACKNOWLEDGMENTS.    Investor is aware that:

          4.1  RISKS OF INVESTMENT.  Investor recognizes that an investment
in the Company involves substantial risks,  including the potential loss of
Investor's  entire  investment  herein.   Investor   recognizes   that  the
Disclosure Documents, this Agreement and the exhibits hereto do not purport
to  contain all the information, which would be contained in a registration
statement under the Act;

          4.2   NO  GOVERNMENT  APPROVAL.   No  federal or state agency has
passed upon the Securities, recommended or endorsed  the  Offering, or made
any finding or determination as to the fairness of this transaction;

          4.3  NO REGISTRATION, RESTRICTIONS ON TRANSFER.   As  of the date
of this Agreement, the Securities and any component thereof have  not  been
registered  under the Act or any applicable state securities laws by reason
of exemptions  from the registration requirements of the Act and such laws,
and may not be sold,  pledged  (except for any limited pledge in connection
with a margin account of Investor  to  the extent that such pledge does not
require  registration  under  the  Act or unless  an  exemption  from  such
registration is available and provided  further  that  if  such  pledge  is
realized   upon,  any  transfer  to  the  pledgee  shall  comply  with  the
requirements  set  forth  herein), assigned or otherwise disposed of in the
absence of an effective registration  of  the  Securities and any component
thereof  under  the Act or unless an exemption from  such  registration  is
available;

          4.4  RESTRICTIONS ON TRANSFER.  Investor may not attempt to sell,
transfer, assign,  pledge or otherwise dispose of all or any portion of the
Securities or any component  thereof  in the absence of either an effective
registration statement or an exemption  from  the registration requirements
of the Act and applicable state securities laws;

          4.5  NO ASSURANCES OF REGISTRATION.   There  can  be no assurance
that  any  registration  statement  will become effective at the  scheduled
time, or ever, or remain effective when required, and Investor acknowledges
that it may be required to bear the economic  risk of Investor's investment
for an indefinite period of time;

          4.6    EXEMPT   TRANSACTION.   Investor  understands   that   the
Securities are being offered  and  sold  in reliance on specific exemptions
from the registration requirements of federal  and  state  law and that the
representations, warranties, agreements, acknowledgments and understandings
set  forth  herein are being relied upon by the Company in determining  the
applicability of such exemptions and the suitability of Investor to acquire
such Securities.

          4.7  LEGENDS.  The certificates representing the Put Shares shall
not bear a legend  restricting  the  sale or transfer thereof ("Restrictive
Legend"). The certificates representing the Warrant Shares shall not bear a
Restrictive Legend unless they are issued  at  a time when the Registration
Statement  is  not  effective  for  resale.   It  is  understood  that  the
certificates  evidencing  any  Warrant  Shares issued at a  time  when  the
Registration  Statement  is not effective for  resale,  subject  to  legend
removal under the terms of  Section  6.8  below,  shall  bear the following
legend (the "Legend"):

     "The securities represented hereby have not been registered  under the
     Securities  Act  of  1933,  as amended, or applicable state securities
     laws, nor the securities laws of any other jurisdiction.  They may not
     be sold or transferred in the  absence  of  an  effective registration
     statement  under  those securities laws or pursuant  to  an  exemption
     therefrom."

     5.   REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY.   The Company
hereby  makes  the  following  representations  and  warranties to Investor
(which shall be true at the signing of this Agreement,  and  as of any such
later date as specified hereunder) and agrees with Investor that, except as
set forth in the "Schedule of Exceptions" attached hereto as EXHIBIT C:

          5.1  ORGANIZATION, GOOD STANDING, AND QUALIFICATION.  The Company
is  a  corporation  duly  organized, validly existing and in good  standing
under  the  laws of the State  of  Colorado,  USA  and  has  all  requisite
corporate power and authority to carry on its business as now conducted and
as proposed to  be  conducted.   The  Company is duly qualified to transact
business and is in good standing in each  jurisdiction in which the failure
to  so qualify would, in the Company's opinion,  have  a  material  adverse
effect  on  the  business or properties of the Company and its subsidiaries
taken  as a whole.   The  Company  is  not  the  subject  of  any  pending,
threatened   or,   to   its   knowledge,   contemplated   investigation  or
administrative or legal proceeding (a "Proceeding") by the Internal Revenue
Service, the taxing authorities of any state or local jurisdiction,  or the
Securities  and Exchange Commission, the National Association of Securities
Dealers, Inc.,  the  Nasdaq  Stock  Market,  Inc.  or  any state securities
commission, or any other governmental entity, which have not been disclosed
in  the Disclosure Documents.  None of the disclosed Proceedings,  if  any,
will,  in  the  Company's  opinion, have a material adverse effect upon the
Company.  The Company has the following subsidiaries:

          5.2  CORPORATE CONDITION.   The  Company's  condition  is, in all
material respects, as described in the Disclosure Documents (as further set
forth  in  any  subsequently  filed  Disclosure  Documents, if applicable),
except for changes in the ordinary course of business  and  normal year-end
adjustments  that  are  not,  in the aggregate, materially adverse  to  the
Company.  Except for continuing losses, there have been no material adverse
changes to the Company's business,  financial  condition, or prospects from
the dates of such Disclosure Documents through the  date  of the Investment
Commitment Closing.  The financial statements as contained  in  the  10-KSB
and  10-QSB  have  been  prepared  in  accordance  with  generally accepted
accounting principles, consistently applied (except as otherwise  permitted
by  Regulation  S-X  of  the Exchange Act, or Generally Accepted Accounting
Principles, as applicable),  subject,  in  the  case  of  unaudited interim
financial statements, to customary year end adjustments and  the absence of
certain  footnotes,  and  fairly  present  the financial condition  of  the
Company  as of the dates of the balance sheets  included  therein  and  the
consolidated  results of its operations and cash flows for the periods then
ended.  Without  limiting the foregoing, there are no material liabilities,
contingent or actual,  that  are  not disclosed in the Disclosure Documents
(other than liabilities incurred by  the  Company in the ordinary course of
its business, consistent with its past practice,  after  the period covered
by the Disclosure Documents).  The Company has paid all material taxes that
are  due,  except  for  taxes  that  it reasonably disputes.  There  is  no
material claim, litigation, or administrative proceeding pending or, to the
best of the Company's knowledge, threatened  against the Company, except as
disclosed in the Disclosure Documents.  This Agreement  and  the Disclosure
Documents do not contain any untrue statement of a material fact and do not
omit  to  state any material fact required to be stated therein  or  herein
necessary to make the statements contained therein or herein not misleading
in the light  of the circumstances under which they were made.  No event or
circumstance exists  relating  to  the Company which, under applicable law,
requires public disclosure but which  has not been so publicly announced or
disclosed.

          5.3  AUTHORIZATION.  All corporate  action  on  the  part  of the
Company  by  its  officers,  directors  and  stockholders necessary for the
authorization, execution and delivery of this Agreement, the performance of
all  obligations of the Company hereunder and the  authorization,  issuance
and delivery  of  the  Common  Stock  being sold hereunder and the issuance
(and/or  the reservation for issuance) of  the  Warrants  and  the  Warrant
Shares have  been  taken,  and  this  Agreement and the Registration Rights
Agreement constitute valid and legally  binding obligations of the Company,
enforceable  in  accordance  with  their  terms,   except  insofar  as  the
enforceability  may  be  limited  by  applicable  bankruptcy,   insolvency,
reorganization, or other similar laws affecting creditors' rights generally
or  by  principles  governing the availability of equitable remedies.   The
Company has obtained all consents and approvals required for it to execute,
deliver and perform each agreement referenced in the previous sentence.

          5.4  VALID  ISSUANCE  OF  COMMON STOCK.  The Common Stock and the
Warrants, when issued, sold and delivered  in  accordance  with  the  terms
hereof,  for  the  consideration  expressed herein, will be validly issued,
fully paid and nonassessable and, based in part upon the representations of
Investor  in  this  Agreement,  will  be  issued  in  compliance  with  all
applicable U.S. federal and state securities  laws.   The  Warrant  Shares,
when issued in accordance with the terms of the Warrants, shall be duly and
validly issued and outstanding, fully paid and nonassessable, and based  in
part  on  the representations and warranties of Investor, will be issued in
compliance with all applicable U.S. federal and state securities laws.  The
Put Shares,  the Warrants and the Warrant Shares will be issued free of any
preemptive rights.

          5.5   COMPLIANCE  WITH  OTHER INSTRUMENTS.  The Company is not in
violation or default of any provisions  of its Certificate of Incorporation
or Bylaws, each as amended and in effect  on  and  as  of  the  date of the
Agreement,  or  of  any  material  provision of any material instrument  or
material contract to which it is a party  or by which it is bound or of any
provision of any federal or state judgment,  writ,  decree, order, statute,
rule or governmental regulation applicable to the Company,  which would, in
the  Company's  opinion,  have  a material adverse effect on the  Company's
business or prospects, or on the  performance of its obligations under this
Agreement or the Registration Rights  Agreement.   The  execution, delivery
and performance of this Agreement and the other agreements  entered into in
conjunction  with  the  Offering  and  the consummation of the transactions
contemplated hereby and thereby will not  (a)  result in any such violation
or be in conflict with or constitute, with or without  the  passage of time
and giving of notice, either a default under any such provision, instrument
or contract or an event which results in the creation of any  lien,  charge
or  encumbrance  upon  any  assets  of  the  Company,  which  would, in the
Company's opinion, have a material adverse effect on the Company's business
or  prospects,  or  on  the  performance  of  its  obligations  under  this
Agreement,  the Registration Rights Agreement, or (b) violate the Company's
Certificate of Incorporation or By-Laws or (c) violate any statute, rule or
governmental regulation applicable to the Company which violation would, in
the Company's  opinion,  have  a  material  adverse effect on the Company's
business or prospects.

          5.6  REPORTING COMPANY.  The Company  is subject to the reporting
requirements  of  the  Exchange Act, has a class of  securities  registered
under Section 12 of the Exchange Act, and has filed all reports required by
the Exchange Act since the  date  the  Company first became subject to such
reporting  obligations. The Company undertakes  to  furnish  Investor  with
copies of such  reports as may be reasonably requested by Investor prior to
consummation  of  this  Offering  and  thereafter,  to  make  such  reports
available, for the  full  term  of this Agreement, including any extensions
thereof, and for as long as Investor  holds  the  Securities.   The  Common
Stock  is  duly  listed  or  approved  for quotation on the O.T.C. Bulletin
Board.  The Company is not in violation  of the listing requirements of the
O.T.C. Bulletin Board and does not reasonably  anticipate  that  the Common
Stock  will  be  delisted  by the O.T.C. Bulletin Board for the foreseeable
future.  The Company has filed all reports required under the Exchange Act.
The  Company has not furnished  to  the  Investor  any  material  nonpublic
information concerning the Company.

          5.7  CAPITALIZATION.  The capitalization of the Company as of the
date hereof,  subject  to  exercise  of  any  outstanding  warrants  and/or
exercise  of  any  outstanding stock options, and after taking into account
the offering of the Securities contemplated by this Agreement and all other
share issuances occurring  prior  to  this Offering, is as set forth in the
Capitalization Schedule as set forth in EXHIBIT J.  There are no securities
or instruments containing anti-dilution  or similar provisions that will be
triggered by the issuance of the Securities.   Except  as  disclosed in the
Capitalization Schedule, as of the date of this Agreement, (i) there are no
outstanding  options,  warrants, scrip, rights to subscribe for,  calls  or
commitments of any character  whatsoever  relating  to,  or  securities  or
rights  convertible  into or exercisable or exchangeable for, any shares of
capital stock of the Company or any of its subsidiaries, or arrangements by
which the Company or any  of  its  subsidiaries  is  or may become bound to
issue  additional  shares of capital stock of the Company  or  any  of  its
subsidiaries, and (ii)  there are no agreements or arrangements under which
the Company or any of its subsidiaries is obligated to register the sale of
any of its or their securities  under  the  Act  (except  the  Registration
Rights Agreement).

          5.8   INTELLECTUAL  PROPERTY.   Prior  to  the  Put Date for  the
Company's first Put, the Company shall provide the Investor  with a list of
all   patents,   trademarks,  trademark  registrations,  trade  names   and
copyrights of the  Company.     As  of  any  Put  Date,  to the best of the
Company's knowledge after due inquiry, the Company shall not  be materially
infringing on the intellectual property rights of any third party,  nor  is
any  third  party  materially  infringing  on  the  Company's  intellectual
property  rights,  and  there  shall  be no restrictions in any agreements,
licenses, franchises, or other instruments  that  preclude the Company from
engaging in its business as presently conducted.

          5.9  [Intentionally Left Blank].

          5.10  NO RIGHTS OF PARTICIPATION. No person or entity, including,
but  not  limited  to,  current  or  former stockholders  of  the  Company,
underwriters, brokers, agents or other  third  parties,  has  any  right of
first  refusal,  preemptive  right,  right of participation, or any similar
right to participate in the financing  contemplated by this Agreement which
has not been waived.

          5.11  COMPANY ACKNOWLEDGMENT.   The  Company  hereby acknowledges
that Investor may elect to hold the Securities for various periods of time,
as  permitted  by  the  terms  of this Agreement, the Warrants,  and  other
agreements contemplated hereby,  and  the Company further acknowledges that
Investor has made no representations or warranties, either written or oral,
as  to  how  long  the Securities will be held  by  Investor  or  regarding
Investor's trading history or investment strategies.

          5.12 NO ADVANCE  REGULATORY  APPROVAL.   The Company acknowledges
that this Investment Agreement, the transaction contemplated hereby and the
Registration Statement contemplated hereby have not  been  approved  by the
SEC,  or  any  other  regulatory  body  and there is no guarantee that this
Investment  Agreement,  the  transaction  contemplated   hereby   and   the
Registration Statement contemplated hereby will ever be approved by the SEC
or  any  other regulatory body.  The Company is relying on its own analysis
and is not  relying  on  any  representation  by  Investor that either this
Investment   Agreement,  the  transaction  contemplated   hereby   or   the
Registration Statement  contemplated hereby has been or will be approved by
the SEC or other appropriate regulatory body.

          5.13  UNDERWRITER'S  FEES  AND  RIGHTS  OF  FIRST  REFUSAL.   The
Company  is  not  obligated to pay any compensation or other fees, costs or
related expenditures  in  cash  or  securities  to any underwriter, broker,
agent or other representative in connection with this Offering.

          5.14   AVAILABILITY  OF  SUITABLE  FORM  FOR  REGISTRATION.   The
Company  is currently eligible and agrees to maintain  its  eligibility  to
register the  resale  of  its Common Stock on a registration statement on a
suitable form under the Act.

          5.15  NO INTEGRATED  OFFERING.   Neither  the Company, nor any of
its affiliates, nor any person acting on its or their  behalf, has directly
or  indirectly made any offers or sales of any of the Company's  securities
or solicited  any offers to buy any security under circumstances that would
prevent the parties  hereto from consummating the transactions contemplated
hereby pursuant to an exemption from registration under Regulation D of the
Act or would require the  issuance of any other securities to be integrated
with this Offering under the Rules of the SEC.  The Company has not engaged
in any form of general solicitation  or  advertising in connection with the
offering of the Common Stock or the Warrants.

          5.16 FOREIGN CORRUPT PRACTICES.   Neither the Company, nor any of
its  subsidiaries,  nor any director, officer,  agent,  employee  or  other
person acting on behalf of the Company or any subsidiary has, in the course
of its actions for, or  on behalf of, the Company, used any corporate funds
for  any  unlawful contribution,  gift,  entertainment  or  other  unlawful
expenses relating  to  political  activity;  made  any  direct  or indirect
unlawful payment to any foreign or domestic government official or employee
from corporate funds; violated or is in violation of any provision  of  the
U.S.  Foreign Corrupt Practices Act of 1977, as amended; or made any bribe,
rebate,  payoff,  influence  payment, kickback or other unlawful payment to
any foreign or domestic government official or employee.

          5.17  [Intentionally Left Blank].

          5.18  REPRESENTATIONS  CORRECT.   The  foregoing representations,
warranties and agreements are true, correct and complete  in  all  material
respects, and shall survive any Put Closing and the issuance of the  shares
of Common Stock thereby.

          5.19  TAX STATUS.  The Company has made or filed all federal  and
state  income  and all other tax returns, reports and declarations required
by any jurisdiction  to  which it is subject (unless and only to the extent
that the Company has set aside  on its books provisions reasonably adequate
for the payment of all unpaid and  unreported taxes) and has paid all taxes
and other governmental assessments and charges that are material in amount,
shown or determined to be due on such  returns,  reports  and declarations,
except those being contested in good faith and has set aside  on  its books
provision  reasonably  adequate  for  the  payment of all taxes for periods
subsequent to the periods to which such returns,  reports  or  declarations
apply.  There are no unpaid taxes in any material amount claimed  to be due
by  the  taxing  authority  of  any  jurisdiction,  and the officers of the
Company know of no basis for any such claim.

          5.20 TRANSACTIONS WITH AFFILIATES.  Except  as  set  forth in the
Disclosure Documents, none of the officers, directors, or employees  of the
Company  is  presently  a  party to any transaction with the Company (other
than for services as employees,  officers  and  directors),  including  any
contract,  agreement  or  other arrangement providing for the furnishing of
services to or by, providing  for rental of real or personal property to or
from, or otherwise requiring payments  to  or from any officer, director or
such  employee  or,  to  the  knowledge  of the Company,  any  corporation,
partnership, trust or other entity in which  any  officer, director, or any
such  employee  has  a  substantial  interest  or is an officer,  director,
trustee or partner.

          5.21 APPLICATION OF TAKEOVER PROTECTIONS.   The  Company  and its
board  of  directors  have taken all necessary action, if any, in order  to
render inapplicable any  control share acquisition, business combination or
other similar anti-takeover  provision under COLORADO law which is or could
become  applicable  to  the  Investor  as  a  result  of  the  transactions
contemplated by this Agreement, including, without limitation, the issuance
of the Common Stock, any exercise  of  the  Warrants  and  ownership of the
Common Shares and Warrant Shares.  The Company has not adopted and will not
adopt any "poison pill" provision that will be applicable to  Investor as a
result of transactions contemplated by this Agreement.

          5.22 [INTENTIONALLY LEFT BLANK].

          5.23 MAJOR TRANSACTIONS.  As of the date of this Agreement, there
are  no other Major Transactions currently pending or contemplated  by  the
Company.

          5.24 FINANCINGS.   As of the date of this Agreement, there are no
other financings currently pending or contemplated by the Company.

          5.25 SHAREHOLDER AUTHORIZATION.  The  Company  shall, at its next
annual shareholder meeting following its listing on either the Nasdaq Small
Cap  Market or the Nasdaq National Market, or at a special  meeting  to  be
held as  soon  as  practicable  thereafter,  use its best efforts to obtain
approval of its shareholders to (i) authorize  the  issuance  of  the  full
number  of  shares  of  Common  Stock  which  would  be issuable under this
Agreement and eliminate any prohibitions under applicable  law or the rules
or regulations of any stock exchange, interdealer quotation system or other
self-regulatory organization with jurisdiction over the Company  or  any of
its  securities  with  respect  to the Company's ability to issue shares of
Common Stock in excess of the Cap  Amount  (such  approvals  being the "20%
Approval")  and  (ii)  increase  the number of authorized shares of  Common
Stock  of the Company (the "Share Authorization  Increase  Approval")  such
that at  least  12,000,000  shares  can  be reserved for this Offering.  In
connection  with such shareholder vote, the  Company  shall  use  its  best
efforts to cause  all  officers  and  directors  of the Company to promptly
enter into irrevocable agreements to vote all of their  shares  in favor of
eliminating  such  prohibitions.    As  soon  as practicable after the  20%
Approval and the Share Authorization Increase Approval,  the Company agrees
to  use its best efforts to reserve 12,000,000 shares of Common  Stock  for
issuance under this Agreement.

          5.26  ACKNOWLEDGMENT OF LIMITATIONS ON PUT AMOUNTS.   The Company
understands  and  acknowledges   that  the  amounts  available  under  this
Investment  Agreement are limited,  among  other  things,  based  upon  the
liquidity of the Company's Common Stock traded on its Principal Market.

          5.27 DILUTION.   The number of shares of Common Stock issuable as
Put Shares may increase substantially  in certain circumstances, including,
but not necessarily limited to, the circumstance  wherein the trading price
of the Common Stock declines during the period between  the  Effective Date
and the end of the Commitment Period.  The Company's executive officers and
directors  fully understand the nature of the transactions contemplated  by
this Agreement  and  recognize  that they have a potential dilutive effect.
The board of directors of the Company  has  concluded,  in  its  good faith
business  judgment,   that  such  issuance is in the best interests of  the
Company.  The Company specifically  acknowledges that, whenever the Company
elects to initiate a Put, its obligation to issue the Put Shares is binding
upon the Company and enforceable regardless  of  the dilution such issuance
may have on the ownership interests of other shareholders of the Company.


<PAGE>

     6.   COVENANTS OF THE COMPANY.

          6.1  INDEPENDENT AUDITORS.  The Company shall, until at least the
Termination Date, maintain as its independent auditors  an  accounting firm
authorized to practice before the SEC.

          6.2   CORPORATE EXISTENCE AND TAXES; CHANGE IN CORPORATE  ENTITY.
The Company shall,  until  at  least  the  Termination  Date,  maintain its
corporate  existence  in  good  standing  and, once it becomes a "Reporting
Issuer"  (defined  as  a  Company which files periodic  reports  under  the
Exchange Act), remain a Reporting  Issuer  and shall pay all its taxes when
due except for taxes which the Company disputes.  The Company shall not, at
any  time after the date hereof, enter into any  merger,  consolidation  or
corporate  reorganization  of  the Company with or into, or transfer all or
substantially all of the assets  of  the  Company to, another entity unless
the resulting successor or acquiring entity in such transaction, if not the
Company (the "Surviving Entity"),

(i) has Common Stock listed for trading on  Nasdaq  or  on another national
stock  exchange  and  is  a  Reporting  Issuer,  (ii)  assumes  by  written
instrument  the  Company's  obligations  with  respect  to  this Investment
Agreement,   the   Registration   Rights   Agreement,  the  Transfer  Agent
Instructions,  the Warrant Antidilution Agreement,  the  Warrants  and  the
other agreements  referred  to  herein,  including  but  not limited to the
obligations  to  deliver  to  the  Investor  shares of Common Stock  and/or
securities that Investor is entitled to receive pursuant to this Investment
Agreement  and  upon  exercise  of  the  Warrants  and  agrees  by  written
instrument to reissue, in the name of the Surviving  Entity,  any  Warrants
(each  in  the  same  terms,  including  but  not limited to the same reset
provisions, as the applicable Warrant originally  issued  or required to be
issued  by  the  Company)  that are outstanding immediately prior  to  such
transaction, making appropriate  proportional  adjustments to the number of
shares  represented  by  such  Warrants  and the exercise  prices  of  such
Warrants to accurately reflect the exchange represented by the transaction.

          6.3   REGISTRATION  RIGHTS.   The  Company   will  enter  into  a
registration rights agreement covering the resale of the  Common Shares and
the  Warrant  Shares  substantially in the form of the Registration  Rights
Agreement attached as EXHIBIT A.

          6.4 ASSET TRANSFERS.   The  Company shall not (i) transfer, sell,
convey or otherwise dispose of any of its material assets to any subsidiary
except  for  a  cash  or cash equivalent consideration  and  for  a  proper
business purpose or (ii) transfer, sell, convey or otherwise dispose of any
of its material assets  to any Affiliate, as defined below, during the Term
of this Agreement.  For purposes hereof, "Affiliate" shall mean any officer
of the Company, director of the Company or owner of twenty percent (20%) or
more of the Common Stock or other securities of the Company.

          6.5  CAPITAL RAISING LIMITATIONS AND RIGHTS OF FIRST REFUSAL.

               6.5.1 CAPITAL  RAISING  LIMITATIONS.  During the period from
the date of this Agreement until the date that is sixty (60) days after the
Termination Date, the Company shall not issue or sell, or agree to issue or
sell Equity Securities (as defined below),  for  cash  in  private  capital
raising  transactions  without obtaining the prior written approval of  the
Investor of the Offering  (the  limitations  referred to in this subsection
6.5.1 are collectively referred to as the "Capital  Raising  Limitations").
For purposes hereof, the following shall be collectively referred to herein
as,  the  "Equity  Securities":  (i)  Common  Stock  or  any  other  equity
securities,  (ii) any debt or equity securities which are convertible into,
exercisable or  exchangeable  for, or carry the right to receive additional
shares of Common Stock or other  equity securities, or (iii) any securities
of the Company pursuant to an equity  line  structure  or format similar in
nature to this Offering.

               6.5.2  INVESTOR'S RIGHT OF FIRST REFUSAL.  For  any  private
capital raising transactions  of  Equity  Securities  which close after the
date hereof and on or prior to the date that is sixty (60)  days  after the
Termination  Date  of this Agreement, not including any warrants issued  in
conjunction with this  Investment  Agreement, the Company agrees to deliver
to  Investor,  at  least  ten  (10) days  prior  to  the  closing  of  such
transaction, written notice describing  the proposed transaction, including
the  terms  and  conditions thereof, and providing  the  Investor  and  its
affiliates an option (the "Right of First Refusal") during the ten (10) day
period following delivery  of  such notice to purchase the securities being
offered in such transaction on the  same  terms  as  contemplated  by  such
transaction.

               6.5.3   EXCEPTIONS TO CAPITAL RAISING LIMITATIONS AND RIGHTS
OF FIRST REFUSAL.  Notwithstanding  the  above, neither the Capital Raising
Limitations nor the Rights of First Refusal  shall apply to any transaction
involving  issuances  of  securities by the Company   to  a  company  being
acquired by the Company, as  payment  to such company for such acquisition,
or in connection with the exercise of options  by employees or directors of
the Company, or a primary underwritten offering  of  the  Company's  Common
Stock.  The  Capital  Raising  Limitations and Rights of First Refusal also
shall  not  apply  to  (a) the issuance  of  securities  upon  exercise  or
conversion  of  the  Company's   options,  warrants  or  other  convertible
securities outstanding as of the date  hereof,  (b) the grant of additional
options or warrants, or the issuance of additional  securities,  under  any
Company  stock  option  or  restricted  stock  plan  for the benefit of the
Company's employees or  directors, or (c) the issuance  of debt securities,
with no equity feature, incurred solely for working capital purposes.

          6.6   FINANCIAL  10-KSB STATEMENTS, ETC. AND CURRENT  REPORTS  ON
FORM 8-K.  The Company shall  deliver  to the Investor copies of its annual
reports on Form 10-KSB, and quarterly reports  on  Form  10-QSB  and  shall
deliver to the Investor current reports on Form 8-K within two (2) days  of
filing for the Term of this Agreement.

          6.7   OPINION  OF  COUNSEL.   Investor shall, concurrent with the
Investment Commitment Closing, receive an opinion letter from the Company's
legal counsel, in the form attached as EXHIBIT B, or in such form as agreed
upon by the parties, and shall, concurrent  with  each Put Date, receive an
opinion letter from the Company's legal counsel, in  the  form  attached as
EXHIBIT H or in such form as agreed upon by the parties.

          6.8  REMOVAL  OF  LEGEND.  If  the certificates representing  any
Securities  are issued with a restrictive Legend  in  accordance  with  the
terms of this  Agreement, the Legend shall be removed and the Company shall
issue a certificate  without such Legend to the holder of any Security upon
which it is stamped, and  a  certificate for a security shall be originally
issued without the Legend, if  (a)  the sale of such Security is registered
under the Act, or (b) such holder provides  the  Company with an opinion of
counsel, in form, substance and scope customary for  opinions of counsel in
comparable transactions (the reasonable cost of which shall be borne by the
Investor), to the effect that a public sale or transfer  of  such  Security
may be made without registration under the Act, or (c) such holder provides
the  Company  with  reasonable  assurances  that  such Security can be sold
pursuant  to  Rule  144.   Each  Investor  agrees to sell  all  Securities,
including those represented by a certificate(s)  from  which the Legend has
been removed, or which were originally issued without the  Legend, pursuant
to  an  effective  registration  statement  and to deliver a prospectus  in
connection  with  such sale or in compliance with  an  exemption  from  the
registration requirements of the Act.

          6.9  LISTING.   Subject to the remainder of this Section 6.9, the
Company shall ensure that its shares of Common Stock (including all Warrant
Shares and Put Shares) are  listed  and available for trading on the O.T.C.
Bulletin Board. Thereafter, the Company  shall  (i) use its best efforts to
continue the listing and trading of its Common Stock on the O.T.C. Bulletin
Board or to become eligible for and listed and available for trading on the
Nasdaq Small Cap Market, the NMS, or the New York  Stock Exchange ("NYSE");
and  (ii)  comply  in  all material respects with the Company's  reporting,
filing and other obligations  under  the  By-Laws  or rules of the National
Association  of  Securities  Dealers  ("NASD")  and  such   exchanges,   as
applicable.

          6.10 THE  COMPANY'S  INSTRUCTIONS TO TRANSFER AGENT.  The Company
will  instruct  the Transfer Agent  of  the  Common  Stock  (the  "Transfer
Agent"), by delivering  instructions  in  the  form of EXHIBIT O hereto, to
issue certificates, registered in the name of each Investor or its nominee,
for  the Put Shares and Warrant Shares in such amounts  as  specified  from
time to  time  by  the  Company  upon  any exercise by the Company of a Put
and/or exercise of the Warrants by the holder  thereof.   Such certificates
shall not bear a Legend unless issuance with a Legend is permitted  by  the
terms  of this Agreement and Legend removal is not permitted by Section 6.8
hereof and  the  Company  shall  cause  the  Transfer  Agent  to issue such
certificates without a Legend.  Nothing in this Section shall affect in any
way  Investor's  obligations and agreement set forth in Sections  3.3.2  or
3.3.3 hereof to resell the Securities pursuant to an effective registration
statement and to deliver  a  prospectus  in connection with such sale or in
compliance  with  an  exemption  from  the  registration   requirements  of
applicable securities laws.  If (a) an Investor provides the  Company  with
an opinion of counsel, which opinion of counsel shall be in form, substance
and scope customary for opinions of counsel in comparable transactions,  to
the  effect  that  the  Securities to be sold or transferred may be sold or
transferred pursuant to an  exemption  from registration or (b) an Investor
transfers Securities, pursuant to Rule 144,  to  a  transferee  which is an
accredited  investor,  the Company shall permit the transfer, and,  in  the
case of Put Shares and Warrant Shares, promptly instruct its transfer agent
to issue one or more certificates  in such name and in such denomination as
specified by such Investor.  The Company  acknowledges  that a breach by it
of its obligations hereunder will cause irreparable harm  to an Investor by
vitiating  the  intent and purpose of the transaction contemplated  hereby.
Accordingly, the  Company  acknowledges that the remedy at law for a breach
of its obligations under this  Section  6.10 will be inadequate and agrees,
in  the  event  of a breach or threatened breach  by  the  Company  of  the
provisions of this  Section  6.10,  that  an Investor shall be entitled, in
addition to all other available remedies, to  an injunction restraining any
breach and requiring immediate issuance and transfer, without the necessity
of  showing  economic  loss and without any bond or  other  security  being
required.

          6.11  STOCKHOLDER  20% APPROVAL.  Prior to the closing of any Put
that would cause the Aggregate  Issued  Shares to exceed the Cap Amount, if
required  by  the rules of NASDAQ because the  Company's  Common  Stock  is
listed on NASDAQ,  the Company shall obtain approval of its stockholders to
authorize the issuance  of  the full number of shares of Common Stock which
would be issuable pursuant to  this  Agreement  but  for the Cap Amount and
eliminate any prohibitions under applicable law or the rules or regulations
of  any  stock  exchange,  interdealer  quotation  system  or  other  self-
regulatory organization with jurisdiction over the Company or  any  of  its
securities  with respect to the Company's ability to issue shares of Common
Stock in excess  of  the  Cap Amount (such approvals being the "Stockholder
20% Approval").

          6.12  PRESS RELEASE.   Any  public  announcement relating to this
financing (a "Press Release") shall be submitted to the Investor for review
at least two (2) business days prior to the planned  release.  The  Company
shall not disclose the Investor's name in any press release or other public
announcement  without  the  Investor's prior written approval.  The Company
shall obtain the Investor's written  approval of the Press Release prior to
issuance by the Company.

          6.13  CHANGE IN LAW OR POLICY.   In the event of a change in law,
or policy of the SEC, as evidenced by a No-Action  letter  or other written
statements of the SEC or the NASD which causes the Investor to be unable to
perform  its  obligations  hereunder, this Agreement shall be automatically
terminated  and  no  Termination   Fee   shall   be   due,   provided  that
notwithstanding any termination under this section 6.13, the Investor shall
retain  full  ownership  of the Commitment Warrant as partial consideration
for its commitment hereunder.

          6.14.   NOTICE  OF   CERTAIN   EVENTS   AFFECTING   REGISTRATION;
SUSPENSION  OF  RIGHT TO MAKE A PUT.  The Company shall immediately  notify
the Investor, but in no event later than two (2) business days by facsimile
and by overnight  courier,  upon  the  occurrence  of  any of the following
events  in  respect  of a Registration Statement or related  prospectus  in
respect of an offering  of  Registrable  Securities:  (i)  receipt  of  any
request for additional information by the SEC or any other federal or state
governmental   authority   during   the  period  of  effectiveness  of  the
Registration Statement for amendments  or  supplements  to the Registration
Statement or related prospectus; (ii) the issuance by the  SEC or any other
federal  or  state governmental authority of any stop order suspending  the
effectiveness  of  a  Registration  Statement  or  the  initiation  of  any
proceedings  for  that  purpose;  (iii)  receipt  of  any notification with
respect   to  the  suspension  of  the  qualification  or  exemption   from
qualification  of  any  of  the  Registrable  Securities  for  sale  in any
jurisdiction  or  the  initiation or threatening of any proceeding for such
purpose; (iv) the happening  of  any event that makes any statement made in
such  Registration  Statement  or  related   prospectus   or  any  document
incorporated  or deemed to be incorporated therein by reference  untrue  in
any material respect  or  that  requires  the  making of any changes in the
Registration Statement, related prospectus or documents  so  that,  in  the
case  of a Registration Statement, it will not contain any untrue statement
of a material fact or omit to state any material fact required to be stated
therein  or  necessary  to  make the statements therein not misleading, and
that in the case of the related  prospectus, it will not contain any untrue
statement of a material fact or omit to state any material fact required to
be  stated therein or necessary to  make  the  statements  therein,  in the
light of the circumstances under which they were made, not misleading;  (v)
the  declaration  by  the  SEC  of  the  effectiveness  of  a  Registration
Statement;  and  (vi) the Company's reasonable determination that  a  post-
effective amendment to the Registration Statement would be appropriate, and
the  Company shall  promptly  make  available  to  the  Investor  any  such
supplement  or  amendment to the related prospectus.  The Company shall not
deliver to the Investor  any  Put  Notice during the continuation of any of
the foregoing events.

          6.15 ACKNOWLEDGMENT  REGARDING   INVESTOR'S   PURCHASE   OF   THE
SECURITIES.   The  Company  acknowledges  and  agrees  that the Investor is
acting solely in the capacity of arm's length purchaser with respect to the
Transaction Documents and the transactions contemplated hereby and thereby.
The  Company  further  acknowledges that the Investor is not  acting  as  a
financial advisor or fiduciary  of the Company (or in any similar capacity)
with respect to the Transaction Documents and the transactions contemplated
hereby and thereby and any advice  given  by  the  Investor  or  any of its
representatives or agents in connection with the Transaction Documents  and
the  transactions  contemplated  hereby and thereby is merely incidental to
the Investor's purchase of the Securities.   The Company further represents
to the Investor that the Company's decision to  enter  into the Transaction
Documents  has  been  based  solely  on the independent evaluation  by  the
Company and its representatives and advisors.

          6.16. LIQUIDATED DAMAGES.  The  parties  hereto  acknowledge  and
agree  that  the  sums  payable  as  Non-Usage  Fees,  Termination Fees and
Ineffective  Registration  Payments  shall  each  give  rise to  liquidated
damages and not penalties.  The parties further acknowledge  that  (a)  the
amount  of  loss  or  damages  likely  to  be  incurred  by the Investor is
incapable or is difficult to precisely estimate, (b) the amounts  specified
bear   a   reasonable   proportion   and   are   not   plainly  or  grossly
disproportionate  to  the  probable  loss  likely  to  be incurred  by  the
Investor, and (c) the parties are sophisticated business  parties  and have
been represented by sophisticated and able legal and financial counsel  and
negotiated this Agreement at arm's length.

          6.17.   COPIES   OF   FINANCIAL  STATEMENTS,  REPORTS  AND  PROXY
STATEMENTS.  Promptly upon the mailing  thereof  to the shareholders of the
Company generally, the Company shall deliver to the  Investor copies of all
financial statements, reports and proxy statements so  mailed and any other
document generally distributed to shareholders.

          6.18. NOTICE OF CERTAIN LITIGATION. Promptly following the
commencement thereof, the Company shall provide the Investor written notice
and a description in reasonable detail of any litigation or proceeding to
which the Company or any subsidiary of the Company is a party, in which the
amount involved is $250,000 or more and which is not covered by insurance
or in which injunctive or similar relief is sought.

          6.19. MERGER TRANSACTION. The Company shall use  its best efforts
to  consummate a transaction as soon as practicable after the  date  hereof
whereby a private company ("Private Company") is merged into the Company (a
"Merger").   Prior  to  and as a condition to any Merger, the Company shall
provide the Investor and obtain the Investor's approval of the following:

               (a) a capitalization  schedule  outlining  the fully diluted
               capitalization structure of the post-Merger entity,
               (b)  risk  factors  pertaining  to  the post Merger  entity,
               sufficient for inclusion in the registration  statement  for
               this Offering,
               (c)  a  key employee schedule, outlining the backgrounds and
               roles of the key employees of the post-Merger entity, and
               (d) an intellectual property schedule outlining the patents,
               trademarks,    trademark    registrations,    trade   names,
               copyrights,  know  how,  technology  and  other intellectual
               owned by the post-Merger business, and a statement  from the
               other  party  to  the Merger that, to the best such entity's
               knowledge after due  inquiry,  it  is  not infringing on the
               intellectual property rights of any third  party, nor is any
               third   party   infringing  on  the  Company's  intellectual
               property rights, and that no restrictions in any agreements,
               licenses, franchises, or other instruments that preclude the
               Company  from  engaging   in   its   business  as  presently
               conducted.

     7.   MISCELLANEOUS.

          7.1    REPRESENTATIONS  AND  WARRANTIES  SURVIVE   THE   CLOSING;
SEVERABILITY.  Investor's  and the Company's representations and warranties
shall survive the Investment  Date and any Put Closing contemplated by this
Agreement notwithstanding any due  diligence  investigation  made  by or on
behalf  of  the  party  seeking  to  rely  thereon.   In the event that any
provision of this Agreement becomes or is declared by a  court of competent
jurisdiction to be illegal, unenforceable or void, or is altered  by a term
required  by  the  Securities  Exchange  Commission  to  be included in the
Registration  Statement,  this Agreement shall continue in full  force  and
effect  without said provision;  provided  that  if  the  removal  of  such
provision  materially changes the economic benefit of this Agreement to the
Investor, this Agreement shall terminate.

          7.2   SUCCESSORS  AND  ASSIGNS.   This  Agreement  shall  not  be
assignable by either party.

          7.3   EXECUTION IN COUNTERPARTS PERMITTED.  This Agreement may be
executed in any number  of counterparts, each of which shall be enforceable
against the parties actually  executing such counterparts, and all of which
together shall constitute one (1) instrument.

          7.4  TITLES AND SUBTITLES; GENDER.  The titles and subtitles used
in  this  Agreement  are used for  convenience  only  and  are  not  to  be
considered in construing  or  interpreting this Agreement.  The use in this
Agreement of a masculine, feminine  or  neuter  pronoun  shall be deemed to
include a reference to the others.

          7.5   WRITTEN  NOTICES,  ETC.   Any  notice,  demand  or  request
required  or  permitted to be given by the Company or Investor pursuant  to
the terms of this  Agreement  shall be in writing and shall be deemed given
when delivered personally, or by  facsimile or upon receipt if by overnight
or two (2) day courier, addressed to  the  parties  at the addresses and/or
facsimile  telephone number of the parties set forth at  the  end  of  this
Agreement or  such  other  address  as a party may request by notifying the
other in writing; provided, however,  that  in  order  for any notice to be
effective as to the Investor such notice shall be delivered  and  sent,  as
specified  herein,  to all the addresses and facsimile telephone numbers of
the Investor set forth  at  the end of this Agreement or such other address
and/or facsimile telephone number as Investor may request in writing.

          7.6  EXPENSES. Except  as  set  forth  in the Registration Rights
Agreement,  each  of  the  Company and Investor shall  pay  all  costs  and
expenses that it respectively  incurs,  with  respect  to  the negotiation,
execution, delivery and performance of this Agreement.

          7.7   ENTIRE   AGREEMENT;  WRITTEN  AMENDMENTS  REQUIRED.    This
Agreement,  including  the  Exhibits  attached  hereto,  the  Common  Stock
certificates, the Warrants, the  Registration  Rights  Agreement,  and  the
other  documents  delivered  pursuant hereto constitute the full and entire
understanding and agreement between the parties with regard to the subjects
hereof and thereof, and no party  shall  be  liable  or  bound to any other
party  in  any  manner  by  any  warranties, representations or  covenants,
whether oral, written, or otherwise except as specifically set forth herein
or therein.  Except as expressly provided  herein,  neither  this Agreement
nor any term hereof may be amended, waived, discharged or terminated  other
than  by  a written instrument signed by the party against whom enforcement
of any such amendment, waiver, discharge or termination is sought.

          7.8  ACTIONS  AT  LAW  OR  EQUITY;  JURISDICTION  AND VENUE.  The
parties acknowledge that any and all actions, whether at law  or at equity,
and  whether or not said actions are based upon this Agreement between  the
parties  hereto,  shall  be  filed in any state or federal court sitting in
Atlanta, Georgia. Georgia law  shall  govern both the proceeding as well as
the interpretation and construction of  the  Transaction  Documents and the
transaction as a whole.  In any litigation between the parties  hereto, the
prevailing party, as found by the court, shall be entitled to an  award  of
all  attorney's fees and costs of court.  Should the court refuse to find a
prevailing party, each party shall bear its own legal fees and costs.

          7.9  REPORTING ENTITY FOR THE COMMON STOCK.  The reporting entity
relied upon for the determination of the trading price or trading volume of
the Common Stock on the Principal Market on any given Trading Day for the
purposes of this Agreement shall be the Bloomberg L.P.   The written mutual
consent of the Investor and the Company shall be required to employ any
other reporting entity.

     8.   SUBSCRIPTION AND WIRING INSTRUCTIONS; IRREVOCABILITY.

          (a)  WIRE TRANSFER OF SUBSCRIPTION FUNDS.  Investor shall deliver
               Put  Dollar Amounts (as payment towards any Put Share Price)
               by  wire  transfer,  to  the  Company  pursuant  to  a  wire
               instruction letter to be provided by the Company, and signed
               by the Company.

                    (b)    IRREVOCABLE   SUBSCRIPTION.    Investor   hereby
               acknowledges  and  agrees,  subject to the provisions of any
               applicable laws providing for  the  refund  of  subscription
               amounts  submitted  by  Investor,  that  this  Agreement  is
               irrevocable  and  that  Investor is not entitled to  cancel,
               terminate or revoke this  Agreement  or any other agreements
               executed by such Investor and delivered pursuant hereto, and
               that this Agreement and such other agreements  shall survive
               the  death  or  disability  of  such  Investor and shall  be
               binding  upon and inure to the benefit of  the  parties  and
               their heirs,  executors,  administrators,  successors, legal
               representatives  and assigns.  If the Securities  subscribed
               for are to be owned by more than one person, the obligations
               of all such owners  under  this Agreement shall be joint and
               several, and the agreements, representations, warranties and
               acknowledgments herein contained  shall be deemed to be made
               by  and  be  binding upon each such person  and  his  heirs,
               executors, administrators, successors, legal representatives
               and assigns.

     9.   INDEMNIFICATION AND REIMBURSEMENT.

               (a) INDEMNIFICATION.   In  consideration  of  the Investor's
execution and delivery of the Investment Agreement, the Registration Rights
Agreement and the Warrants (the "Transaction Documents") and acquiring  the
Securities  thereunder  and  in  addition  to  all  of  the Company's other
obligations  under  the  Transaction Documents, the Company  shall  defend,
protect, indemnify and hold  harmless Investor and all of its stockholders,
officers, directors, employees  and direct or indirect investors and any of
the foregoing person's agents, members,  partners  or other representatives
(including,  without  limitation,  those  retained in connection  with  the
transactions   contemplated   by   this   Agreement)   (collectively,   the
"Indemnitees")  from and against any and all  actions,  causes  of  action,
suits, claims, losses, costs, penalties, fees, liabilities and damages, and
expenses  in  connection   therewith  (irrespective  of  whether  any  such
Indemnitee is a party to the  action for which indemnification hereunder is
sought), and including reasonable  attorney's  fees  and disbursements (the
"Indemnified Liabilities"), incurred by any Indemnitee  as  a result of, or
arising out of, or relating to (a) any misrepresentation or breach  of  any
representation or warranty made by the Company in the Transaction Documents
or  any  other  certificate, instrument or documents contemplated hereby or
thereby, (b) any  breach  of  any  covenant, agreement or obligation of the
Company contained in the Transaction  Documents  or  any other certificate,
instrument or document contemplated hereby or thereby,  (c)  any  cause  of
action,  suit  or claim, derivative or otherwise, by any stockholder of the
Company based on  a  breach  or alleged breach by the Company or any of its
officers  or directors of their  fiduciary  or  other  obligations  to  the
stockholders  of  the  Company, or (d) claims made by third parties against
any of the Indemnitees based  on a violation of Section 5 of the Securities
Act caused by the integration of  the  private  sale of common stock to the
Investor and the public offering pursuant to the Registration Statement.

     To the extent that the foregoing undertaking  by  the  Company  may be
unenforceable   for   any  reason,  the  Company  shall  make  the  maximum
contribution to the payment  and  satisfaction  of  each of the Indemnified
Liabilities  which  it  would  be  required  to  make  if  such   foregoing
undertaking was enforceable which is permissible under applicable law.

     Promptly  after  receipt  by  an  Indemnified  Party  of notice of the
commencement of any action pursuant to which indemnification may be sought,
such Indemnified Party will, if a claim in respect thereof is  to  be  made
against  the  other  party (hereinafter "Indemnitor") under this Section 9,
deliver to the Indemnitor  a written notice of the commencement thereof and
the Indemnitor shall have the  right  to  participate  in and to assume the
defense  thereof  with  counsel  reasonably  selected  by  the  Indemnitor,
provided, however, that an Indemnified Party shall have the right to retain
its  own  counsel, with the reasonably incurred fees and expenses  of  such
counsel to be paid by the Indemnitor, if representation of such Indemnified
Party by the  counsel retained by the Indemnitor would be inappropriate due
to actual or potential conflicts of interest between such Indemnified Party
and any other party  represented  by  such counsel in such proceeding.  The
failure to deliver written notice to the  Indemnitor  within  a  reasonable
time  of  the  commencement  of  any  such  action,  if  prejudicial to the
Indemnitor's ability to defend such action, shall relieve the Indemnitor of
any  liability  to  the  Indemnified Party under this Section  9,  but  the
omission to so deliver written notice to the Indemnitor will not relieve it
of any liability that it may have to any Indemnified Party other than under
this Section 9 to the extent it is prejudicial.

               (b) REIMBURSEMENT. If (i) the Investor, other than by reason
of its gross negligence or  willful  misconduct,  becomes  involved  in any
capacity  in  any  action,  proceeding  or  investigation  brought  by  any
stockholder  of  the  Company,  in  connection  with  or as a result of the
consummation of the transactions contemplated by the Transaction Documents,
or  if  the  Investor  is  impleaded  in  any  such  action, proceeding  or
investigation by any person or entity, or (ii) the Investor,  other than by
reason  of its gross negligence or willful misconduct, becomes involved  in
any capacity  in any action, proceeding or investigation brought by the SEC
against or involving  the  Company  or in connection with or as a result of
the  consummation  of  the transactions  contemplated  by  the  Transaction
Documents, or if the Investor  is  impleaded in any such action, proceeding
or  investigation by any person or entity,  then  in  any  such  case,  the
Company  will  reimburse  the  Investor  for its reasonable legal and other
expenses  (including  the  cost  of  any investigation  and  preparation  )
incurred  in  connection  therewith, as such  expenses  are  incurred.   In
addition, other than with respect  to any matter in which the Investor is a
named party, the Company will pay the  Investor  the charges, as reasonably
determined by the Investor, for the time of any officers  or  employees  of
the  Investor  devoted  to  appearing and preparing to appear as witnesses,
assisting  in preparation for  hearing,  trials  or  pretrial  matters,  or
otherwise with respect to inquiries, hearing, trials, and other proceedings
relating to  the  subject  matter  of  this  Agreement.   The reimbursement
obligations of the Company under this paragraph shall be in addition to any
liability which the Company may otherwise have, shall extend  upon the same
terms  and  conditions  to any Affiliates of the Investor who are  actually
named in such action, proceeding or investigation, and partners, directors,
agents, employees and controlling  persons (if any), as the case may be, of
the Investor and any such Affiliate, and shall be binding upon and inure to
the benefit of any successors, assigns,  heirs and personal representatives
of the Company,  the Investor and any such Affiliate and any such person or
entity.  The Company also agrees that neither  the  Investor  nor  any such
Affiliate,  partners,  directors,  agents, employees or controlling persons
shall have any liability to the Company  or  any person asserting claims on
behalf of or in right of the Company in connection  with  or as a result of
the consummation of the Transaction Documents except to the extent that any
losses,  claims, damages, liabilities or expenses incurred by  the  Company
result from  the  gross negligence or willful misconduct of the Investor or
any inaccuracy in any  representation or warranty of the Investor contained
herein or any breach by the Investor of any of the provisions hereof.


                        [INTENTIONALLY LEFT BLANK]

<PAGE>

     10.  ACCREDITED  INVESTOR.    Investor  is  an  "accredited  investor"
because (check all applicable boxes):

     (a)       [  ] it is an organization described in Section 501(c)(3) of
               the  Internal   Revenue  Code,  or  a  corporation,  limited
               duration company, limited liability company, business trust,
               or  partnership not  formed  for  the  specific  purpose  of
               acquiring  the  securities  offered,  with  total  assets in
               excess of $5,000,000.

     (b)       [   ]  any trust, with total assets in excess of $5,000,000,
               not  formed  for  the  specific  purpose  of  acquiring  the
               securities   offered,   whose  purchase  is  directed  by  a
               sophisticated person who  has  such knowledge and experience
               in financial and business matters  that  he  is  capable  of
               evaluating   the   merits   and  risks  of  the  prospective
               investment.

     (c)       [  ] a natural person, who

               [  ] is a director, executive  officer or general partner of
               the issuer of the securities being  offered  or  sold  or  a
               director,  executive officer or general partner of a general
               partner of that issuer.

               [  ] has an  individual  net  worth, or joint net worth with
               that person's spouse, at the time  of his purchase exceeding
               $1,000,000.

               [  ] had an individual income in excess  of $200,000 in each
               of  the  two  most  recent years or joint income  with  that
               person's spouse in excess of $300,000 in each of those years
               and has a reasonable expectation of reaching the same income
               level in the current year.

     (d)       [  ] an entity each equity  owner  of  which  is  an  entity
               described in a - b above or is an individual who could check
               one  (1) of the last three (3) boxes under subparagraph  (c)
               above.

     (e)       [  ] other [specify]
               __________________________________________________________.

<PAGE>


     The undersigned  hereby  subscribes  the  Maximum  Offering Amount and
acknowledges  that  this Agreement and the subscription represented  hereby
shall not be effective unless accepted by the Company as indicated below.

     IN  WITNESS WHEREOF,  the  undersigned  Investor  does  represent  and
certify under penalty of perjury that the foregoing statements are true and
correct and  that  Investor  by  the  following  signature(s) executed this
Agreement.

Dated this 29th day of March, 2001.


SWARTZ PRIVATE EQUITY, LLC


By: ____________________________________
    Eric S. Swartz, Manager


SECURITY DELIVERY INSTRUCTIONS:
Swartz Private Equity, LLC
c/o Eric S. Swartz
300 Colonial Center Parkway
Suite 300
Roswell, GA 30076
Telephone: (770) 640-8130


THIS AGREEMENT IS ACCEPTED BY THE COMPANY IN THE AMOUNT OF THE MAXIMUM
OFFERING AMOUNT ON THE 29TH DAY OF MARCH, 2001.


PROVIDENCE CAPITAL IX, INC.


By:_____________________________________
Richard Nadeau, Jr., President

Address:  1250 Turks Head Building
          Providence, RI  02903
          Telephone (401) 272-5800
          Facsimile (401) 272-5858

<PAGE>

                                 EXHIBIT F

                            ADVANCE PUT NOTICE



PROVIDENCE CAPITAL  IX, INC. (the "Company") hereby intends, subject to the
Individual Put Limit  (as defined in the Investment Agreement), to elect to
exercise a Put to sell  the number of shares of Common Stock of the Company
specified below, to _____________________________,  the Investor, as of the
Intended  Put Date written below, all pursuant to that  certain  Investment
Agreement (the  "Investment  Agreement")  by  and  between  the Company and
Swartz Private Equity, LLC dated on or about March 29, 2001.


          Date of Advance Put Notice: ___________________


          Intended Put Date: ____________________________


          Intended Put Share Amount: ____________________

          Company Designation Maximum Put Dollar Amount
          (Optional):____________________________________.

          Company Designation Minimum Put Share Price (Optional):
                 ________________________________________.



PROVIDENCE CAPITAL IX, INC.



By:
Richard Nadeau, Jr., President

Address:  1250 Turks Head Building
          Providence, RI  02903
          Telephone (401) 272-5800
          Facsimile (401) 272-5858

<PAGE>


                    CONFIRMATION OF ADVANCE PUT NOTICE


_________________________________, the Investor, hereby confirms receipt of
PROVIDENCE  CAPITAL  IX,  INC.'s (the "Company") Advance Put Notice on the
Advance Put Date written below, and  its  intention  to elect to exercise a
Put  to sell shares of common stock ("Intended Put Share  Amount")  of  the
Company  to  the  Investor,  as of the intended Put Date written below, all
pursuant to that certain Investment  Agreement (the "Investment Agreement")
by and between the Company and Swartz Private Equity, LLC dated on or about
March 29, 2001.


                    Date of Confirmation: _____________________

                    Date of Advance Put Notice: _______________

                    Intended Put Date: ________________________

                    Intended Put Share Amount: ________________

                    Company Designation Maximum Put Dollar Amount
                    (Optional):
                    ________________________________________.

                    Company Designation Minimum Put Share Price
                    (Optional):
                    ________________________________________.


INVESTOR(S)

___________________________________
Investor's Name

By: ________________________________
   (Signature)

Address:  ____________________________________

          ____________________________________
          ____________________________________

          Telephone No.: ___________________________________

          Facsimile No.:  __________________________________

<PAGE>


                                PUT NOTICE

PROVIDENCE CAPITAL IX, INC. (the "Company") hereby elects to exercise a Put
to  sell  shares  of  common stock  ("Common  Stock")  of  the  Company  to
_____________________________, the Investor, as of the Put Date, at the Put
Share Price and for the number of Put Shares written below, all pursuant to
that certain Investment  Agreement  (the  "Investment  Agreement")  by  and
between  the Company and Swartz Private Equity, LLC dated on or about March
29, 2001.

                    Put Date: _________________

                    Intended Put Share Amount (from Advance Put Notice):
                              _________________ Common Shares

                    Company Designation Maximum Put Dollar Amount
                   (Optional):
                    ________________________________________.

                    Company Designation Minimum Put Share Price
                   (Optional):
                    ________________________________________.


Note:  Capitalized terms shall have the meanings ascribed to them in this
Investment Agreement.




PROVIDENCE CAPITAL IX, INC.


By:
Richard Nadeau, Jr., President

Address:  1250 Turks Head Building
          Providence, RI  02903
          Telephone (401) 272-5800
          Facsimile  (401) 272-5858

<PAGE>

                        CONFIRMATION OF PUT NOTICE


_________________________________, the Investor, hereby confirms receipt of
Providence  Capital  IX,  Inc. (the "Company") Put Notice  and election  to
exercise a Put to sell ___________________________  shares  of common stock
("Common  Stock")  of  the  Company  to  Investor, as of the Put Date,  all
pursuant to that certain Investment Agreement  (the "Investment Agreement")
by and between the Company and Swartz Private Equity, LLC dated on or about
March 29, 2001.


                    Date of Confirmation: ____________________

                    Date of Put Notice: _______________

                    Put Date: ________________________

                    Intended Put Share Amount: ________________

                    Company Designation Maximum Put Dollar Amount
                   (Optional):
                    ________________________________________.

                    Company Designation Minimum Put Share Price
                   (Optional):
                    ________________________________________.


INVESTOR(S)

___________________________________
Investor's Name

By: _________________________________
   (Signature)

Address:  ____________________________________

          ____________________________________

          ____________________________________

          Telephone No.: ___________________________________

          Facsimile No.: ___________________________________


</TEXT>
</DOCUMENT>
