AUTO DATA NETWORK
<DOCUMENT>
<TYPE>EX-10.20
<SEQUENCE>6
<FILENAME>auto_ex10-20.txt
<TEXT>


EXHIBIT 10.20

                      FORM OF SECURITIES PURCHASE AGREEMENT

Securities  Purchase Agreement (together with the schedules and exhibits hereto,
this "Agreement"),  dated as of July 18, 2003, by and between Auto Data Network,
Inc.,  a Delaware  corporation  (the  "Company"),  and each of the  Persons  (as
defined  below) who has  executed a  signature  page to this  Agreement  (each a
"Purchaser," and together, the "Purchasers").

W I T N E S S E T H:

WHEREAS,  the  Company  desires  to issue  and sell to the  Purchasers,  and the
Purchasers desire to purchase from the Company,  the Securities (as such term is
defined below) as set forth below.

NOW,  THEREFORE,  in  consideration  of the  foregoing  premises  and the mutual
covenants and agreements hereinafter contained,  and for other good and valuable
consideration,  the receipt and  sufficiency  of which are hereby  acknowledged,
intending to be legally bound, the parties hereto hereby agree as follows:

1. Authorization and Sale of Securities.

1.1  Authorization.  The Company has duly authorized the issuance and sale of up
to 500,000 shares of its Series A-1 Preferred  Stock, par value $0.001 per share
(the  "Series  A-1  Preferred  Stock")  and  2,300,000  shares of its Series A-2
Preferred  Stock,  par value $0.001 per share (the "Series A Preferred  Stock").
The Series A-1  Preferred  Stock and the  Series  A-2  Preferred  Stock have the
powers,  designations,  preferences,  rights,  qualifications,  limitations  and
restrictions  contained in the  Certificate  of  Designations  of the Series A-1
Preferred  Stock and the Series A-2  Preferred  Stock,  in the form of Exhibit A
hereto (the  "Certificate  of  Designations").  The Series A-2  Preferred  Stock
offered hereby is referred to herein as the "Securities".  The Purchasers of the
Series A-1  Preferred  Stock and the Series A-2  Preferred  Stock shall have the
benefit of certain  registration rights in respect of the shares of Common Stock
underlying the  Securities on the terms and conditions of a Registration  Rights
Agreement,   in  the  form  of  Exhibit  B  hereto  (the  "Registration   Rights
Agreement").  The  Company  is  offering  shares  of  the  A-2  Preferred  Stock
Securities (the  "Offering")  for sale only to individuals,  entities or groups,
including,  without  limitation,   corporations,  limited  liability  companies,
limited or general  partnerships,  joint  ventures,  associations,  joint  stock
companies, trusts, unincorporated organizations,  or governments or any agencies
or  political  subdivisions  thereof  (each,  a  "Person")  who are  "accredited
investors"  (as  defined  herein).  The  Company is making the  Offering  of the
Securities  directly  through its officers and its  directors,  but may engage a
placement  agent (the  "Placement  Agent") and other  registered  broker-dealers
("Other  Participating  Agents")  may also place  Securities.  All  subscription
proceeds will be paid at Closing to the account or accounts specified in Section
1.2 herein,  provided that in the event that a Placement Agent is utilized,  the
Company will utilize an escrow agent (the "Escrow  Agent") for receipt of funds.
All  references  in this  Agreement  to the Escrow  Agent  shall be deemed to be
references  to the  Company  in the event that  there is no third  party  Escrow
Agent.

1.2 Subscription.
Subject to the terms and  conditions  hereinafter  set forth in this  Agreement,
each  Purchaser  hereby offers to purchase,  at a price of $2.50 per share,  the
number of  shares of Series  A-2  Preferred  Stock set forth  beneath  each such
Purchaser's  name on the  signature  pages of this  Agreement,  for an aggregate

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purchase price (the "Purchase Price") to be paid by such Purchaser in the amount
set forth on the signature page beneath such Purchaser's name.

1.3 Subscription  Procedures.  To submit this Subscription,  each Purchaser must
deliver (i) this Agreement, including, without limitation, the annexed Purchaser
Questionnaire,   both  duly   completed   and  executed  and  (ii)  an  executed
Registration Rights Agreement to the following address, unless otherwise advised
by the Company:

Middlebury Capital, LLC
230 park Avenue
Suite 1440
New York NY 10169
Attention: Compliance (re Auto Data Network, Inc.)
(with any questions to be raised with Eric Brackfeld at (212) 972 0900)

The Company may accept or reject  subscriptions,  in whole or in part, or accept
subscriptions  for  less  than the  $50,000  minimum  subscription,  in its sole
discretion.  The Company shall notify each Purchaser of the portion,  if any, of
such Purchaser's subscription which has been accepted,  payment instructions for
the purchase price,  including wire transfer  instructions  and instructions for
delivery  of  payment  by  checks,  if  applicable,  and the date upon which the
applicable  Closing shall be held and payment must be made.  At each  applicable
Closing,  each Purchaser acquiring  Securities at such Closing shall deliver and
pay the applicable  purchase price in full for the Securities being purchased by
such Purchaser at such Closing,  in the amount of $2.50 for each share of Series
A-2 Preferred Stock for which such  Purchaser's  subscription has been accepted,
in U.S. dollars, in immediately  available funds, in accordance with the payment
instructions contained in the notification to such Purchaser by the Company.

2. Closing.
Upon  acceptance  of  subscriptions  for Series A-2  Preferred  Stock  totaling,
together with proceeds  from the sale of Series A-1  Preferred  Stock,  at least
$3,500,000 (the "Initial Minimum Offering"), the Company shall hold a closing of
the purchase and sale of such  Securities (the "Initial  Closing").  The Company
may thereafter hold one or more additional closings (each closing, including the
Initial  Closing,  a "Closing",  and the final closing the "Final Closing") upon
the purchase and sale of additional  Securities  until an aggregate amount of up
to $7,000,000 (the "Maximum  Offering") of Series A-1 Preferred Stock and Series
A-2 Preferred Stock have been sold by the Company. Each Closing shall be held at
such  location as the Company may  determine.  The Final Closing will take place
within sixty (60) days after the Initial  Closing,  unless the offering which is
the subject of this  Agreement  is extended by the Company for up to thirty (30)
additional  days.  The date of the  Initial  Closing  will be referred to as the
"Initial  Closing  Date" and the date of the Final Closing is referred to as the
"Final  Closing Date." At the Closing with respect to the  subscription  by each
Purchaser,  to the extent the same is accepted by the Company,  the Company will
register  in the name of each such  Purchaser  that number of  Securities  being
purchased by such Purchaser in accordance with the information on the applicable
signature page of this Agreement.

2.1  Escrow.  In the event that the Company  engages a Placement  Agent for this
Offering,  pending each Closing all funds paid in respect of this Agreement with
regard to such  Closing  shall be  deposited  in an escrow  account (the "Escrow
Account")  maintained  by the Escrow Agent or remitted  direct to the company at
the company's designation.  The Escrow Account shall not be interest bearing. If
the Company accepts  subscriptions for the Securities at or prior to the Initial
Closing  Date  or the  Final  Closing  Date,  as  the  case  may  be,  then  all
subscription  proceeds received for subscriptions  accepted by the Company prior

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to such Closing Date shall be paid over to the Company at each  Closing,  net of
the placement  agent fees, if any, and other offering  expenses,  which shall be
paid to the appropriate  parties at each such Closing.  If the Company shall not
have received and accepted each Purchaser's subscription, then that subscription
shall be void and all funds paid hereunder by such Purchaser,  without deduction
therefrom or interest thereon, shall be promptly returned to such Purchaser.

2.2. Return of Funds.  Each Purchaser  hereby  authorizes and directs the Escrow
Agent to return or direct  the  return  of any funds  from the  Escrow  Account,
without deduction  therefrom or interest thereon, to the same account from which
the  funds  were  originally   drawn,  to  the  extent  that  such   Purchaser's
subscription is not accepted prior to the termination of the Offering.

3. Conditions to the Obligations of each Purchaser at Closing.
The  obligation  of each  Purchaser  to  purchase  and  pay  for the  Securities
subscribed  for by such  Purchaser at the  applicable  Closing is subject to the
satisfaction  on or prior to the Initial Closing Date or the Final Closing Date,
as the case may be, of the following conditions,  each of which may be waived by
the applicable Purchaser:

3.1 Opinion of Counsel to the Company.  The Placement  Agent shall have received
from counsel for the Company,  its opinion  dated as of the  applicable  Closing
Date, and addressed to the applicable  Purchasers  purchasing securities on such
Closing Date), covering the matters attached hereto as Exhibit C.

3.2  Representations  and Warranties.  The representations and warranties of the
Company  contained in this Agreement which are qualified as to materiality  must
be true and correct in all respects and the  representations  and  warranties of
the  Company  contained  in  this  Agreement  which  are  not  qualified  as  to
materiality must be true and correct in all material  respects as of the Closing
Date except to the extent that the  representations  and warranties relate to an
earlier date in which case the  representations  and warranties must be true and
correct as written or true and correct in all material respects, as the case may
be, as of the earlier date.

3.3 Performance of Covenants.  The Company shall have performed or complied with
in all material  respects all covenants and agreements  required to be performed
by it on or  prior  to  the  applicable  Closing  pursuant  to  this  Agreement,
including,  without  limitation,  the delivery of  certificates  evidencing  the
Securities issued to the Purchasers at the Closing.

3.4 No Injunctions;  etc. No court or governmental  injunction,  order or decree
prohibiting  the purchase and sale of the  Securities  will be in effect.  There
will not be in effect any law, rule or regulation prohibiting or restricting the
sale or  requiring  any  consent or  approval  of any  Person  that has not been
obtained to issue and sell the Securities to the Purchasers.

3.5 Closing Documents. At each Closing, the Company shall have delivered to each
applicable Purchaser the following:

(a) a certificate of the President of the Company certifying that the conditions
in Sections 3.2 and 3.3 have been satisfied;

(b) A  certificate  of the  Secretary of the  Company,  dated as of that Closing
Date, certifying (i) the attached copies of the Certificate of Incorporation and
By-laws of the Company,  (ii) the  resolutions  of the Board of Directors of the
Company (the "Board")  authorizing  the execution,  delivery and  performance of
this  Agreement and the issuance of the Securities  (including,  but not limited

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to, for purposes of Section 203 of the  Delaware  General  Corporation  Law) and
(iii) the  incumbency of the officers duly  authorized to execute this Agreement
and the other documents contemplated by this Agreement;

(c) a certificate of the Secretary of State of the State of Delaware, dated as a
recent  date  (but no more  than five  business  days)  prior to the date of the
applicable  Closing,  to the effect that the Company is in good  standing in the
State of  Delaware  and that all  annual  reports,  if any,  have been  filed as
required and that all taxes and fees have been paid in connection therewith;

(d) a copy of the  Certificate  of  Designations  certified by the  Secretary of
State of the State of Delaware;

(e) a certificate evidencing the Securities purchased by such Purchaser;

(f) a Registration Rights Agreement duly executed by the Company;

(g) a list of stockholders of the Company, and their respective shareholdings as
indicated in the Company stock records,  certified to be true and correct in all
material respects by an executive officer of the Company; and

(h) a Financial  Certificate,  certifying  that true and complete  copies of the
unaudited  consolidated  balance sheet (the "2003 Balance Sheet") of the Company
as of February 28, 2003, and the related income  statement and cash flow for the
period then ended (the "2003 Financial Statements") are attached thereto.

3.6 Waivers and  Consents.  The Company  will have  obtained  all  consents  and
waivers  necessary  to  execute  and  deliver  this  Agreement  and all  related
documents  and  agreements  and to issue and  deliver  the  Securities,  and all
consents and waivers will be in full force and effect.

4. Conditions to the Obligations of the Company at Closing.
The  obligation of the Company to issue and sell the Securities to any Purchaser
is subject to the satisfaction on or prior to each Closing Date of the following
conditions, each of which may be waived by the Company:

4.1 Receipt of Purchase Price.  The Company shall have received  payment in full
in  immediately  available  funds in U.S.  dollars of the Purchase Price for the
Securities with respect to which the Company has accepted the Subscription  made
by such Purchaser by means of this Agreement.

4.2  Representations  and Warranties.  The representations and warranties of the
Purchaser contained in this Agreement which are qualified as to materiality must
be true and correct in all respects and the  representations  and  warranties of
the  Purchasers  contained  in this  Agreement  which  are not  qualified  as to
materiality  must  be  true  and  correct  in all  material  respects  as of the
applicable Closing Date.

4.3  Performance of Covenants.  The  Purchasers  will have performed or complied
with in all  material  respects  all  covenants  and  agreements  required to be
performed  by the  Purchasers  on or  prior  to the  Closing  pursuant  to  this
Agreement.

4.4 Purchaser Questionnaire.  All of the information furnished by such Purchaser

<PAGE>

in the confidential  purchaser  questionnaire  accompanying  this Agreement (the
"Purchaser Questionnaire") shall have been accurate and complete in all material
respects.

4.5 No  Injunctions.  No  court or  governmental  injunction,  order  or  decree
prohibiting the purchase or sale of the Securities will be in effect.

4.6  Closing  Document.  The  Purchasers  will have  delivered  to the Company a
Registration Rights Agreement duly executed by the Purchasers.

4.7 Receipt of Minimum  Proceeds of Offering of Series A-2 Preferred  Stock. The
Company  shall have  received  payment in  immediately  available  funds in U.S.
dollars of the Purchase  Price for at least 900,000 shares of the Securities and
for 500,000 shares of Series A-1 Preferred Stock.

5. Representations and Warranties of each Purchaser.
Each Purchaser, in order to induce the Company to perform this Agreement, hereby
represents and warrants, severally and not jointly, as follows:

5.1 Due  Authorization.  Each  Purchaser  represents  for such  Purchaser to the
Company  that such  Purchaser  has full  power and  authority  and has taken all
action  necessary to authorize  such  Purchaser to execute,  deliver and perform
such Purchaser's obligations under this Agreement.  This Agreement is the legal,
valid and binding obligation of such Purchaser in accordance with its terms.

5.2 Accredited  Investor.  Each Purchaser  represents  that such Purchaser is an
Accredited  Investor as that term is defined in Regulation D  promulgated  under
the Securities Act of 1933, as amended (the "Securities Act").

5.3 No Investment Advice. The Company has not made any other representations or
warranties  to such  Purchaser  other than as set forth  herein or  incorporated
herein by  reference  with  respect to the  Company or rendered  any  investment
advice.

5.4 Investment Experience. Each Purchaser represents that such Purchaser has not
authorized any Person to act as such Purchaser's  Purchaser  Representative  (as
that term is defined in Regulation D of the General Rules and Regulations  under
the Securities Act) in connection with this transaction. Such Purchaser has such
knowledge and experience in financial, investment and business matters that such
Purchaser  is capable  of  evaluating  the  merits and risks of the  prospective
investment in the  securities of the Company.  Such Purchaser has consulted with
such  independent  legal counsel or other  advisers as such Purchaser has deemed
appropriate to assist such  Purchaser in evaluating  the proposed  investment in
the Company.

5.5 Adequate  Means.  Each  Purchaser  represents as to such Purchaser that such
Purchaser  (i) has adequate  means of  providing  for such  Purchaser's  current
financial  needs and  possible  contingencies;  and (ii) can  afford (a) to hold
unregistered  securities for an indefinite  period of time as required;  and (b)
sustain a complete loss of the entire amount of the subscription.

5.6 Access to  Information.  Each Purchaser  represents  that such Purchaser has
been afforded the  opportunity to ask questions of, and receive answers from the
officers  and/or  directors of the Company  acting on its behalf  concerning the
terms  and  conditions  of  this   transaction  and  to  obtain  any  additional
information,  to the extent that the Company  possesses such  information or can
acquire it  without  unreasonable  effort or  expense,  necessary  to verify the
accuracy  of the  information  furnished;  and has had such  opportunity  to the
extent such Purchaser considers appropriate in order to permit such Purchaser to
evaluate the merits and risks of an investment in the Company.  It is understood

<PAGE>

that all documents,  records and books  pertaining to this  investment have been
made  available  for  inspection,  and that the books and records of the Company
will be available  upon  reasonable  notice for  inspection by investors  during
reasonable  business  hours at its  principal  place of business.  The foregoing
shall in no way be deemed to limit the ability of each  Purchaser to rely on the
representations  and  warranties  set  forth  herein or  incorporated  herein by
reference.

5.7 No Endorsement.  Each Purchaser further acknowledges that the offer and sale
of the  Securities  has not been passed upon or the merits  thereof  endorsed or
approved by any state or federal authorities.

5.8 Non-Registered  Securities.  Each Purchaser  acknowledges that the offer and
sale of the Securities have not been registered  under the Securities Act or any
state  securities  laws and the Securities  and the underlying  shares of Common
Stock may be resold only if registered pursuant to the provisions  thereunder or
if an exemption from registration is available.  Each Purchaser understands that
the offer and sale of the Securities is intended to be exempt from  registration
under the Securities Act, based, in part, upon the  representations,  warranties
and agreements of such Purchaser contained in this Agreement.

5.9 No Resale.  Each Purchaser  represents that the Securities  being subscribed
for, and the securities  underlying the subscription,  are being acquired solely
for the account of such Purchaser for such Purchaser's investment and not with a
view to, or for resale in connection  with, any distribution in any jurisdiction
where such sale or distribution would be precluded. By such representation, such
Purchaser means that no other Person has a beneficial interest in the Securities
or the  securities  underlying  the  subscription,  and that no other Person has
furnished or will furnish  directly or indirectly,  any part of or guarantee the
payment of any part of the  consideration  to be paid by such  Purchaser  to the
Company in connection  therewith.  Such  Purchaser does not intend to dispose of
all or any part of the Securities or the securities  underlying the subscription
except in compliance  with the  provisions of the  Securities Act and applicable
state  securities  laws, and understands  that the Securities and the securities
underlying the subscription  are being offered pursuant to a specific  exemption
under the provisions of the Securities Act, which  exemption(s)  depends,  among
other things, upon the compliance with the provisions of the Securities Act.

5.10 Legend.  Each Purchaser hereby acknowledges and agrees that the Company may
insert  the  following  or  similar  legend  on the  face  of  the  certificates
evidencing the  Securities  purchased by such Purchaser and the shares of Common
Stock issued upon the  conversion  or exercise  thereof,  as the case may be, if
required in compliance with the Securities Act or state securities laws:

"These securities have not been registered under the Securities Act of 1933, as
amended (the "Securities Act"), or any state securities laws and may not be sold
or otherwise transferred or disposed of except pursuant to an effective
registration statement under the Securities Act and any applicable state
securities laws, or an opinion of counsel satisfactory to counsel to the issuer
that an exemption from registration under the act and any applicable state
securities laws is available.".

5.11  Broker's  or  Finder's  Commissions.  Other than the  Placement  Agent (as
placement agent on behalf of the Company) or any Other  Participating  Agent, if
any, no finder,  broker, agent, financial person or other intermediary has acted
on behalf of any Purchaser in connection  with the sale of the Securities by the
Company  or the  consummation  of  this  Agreement  or  any of the  transactions

<PAGE>

contemplated  hereby.  Each  Purchaser  certifies  that  each  of the  foregoing
representations and warranties by such Purchaser set forth in this Section 5 are
true as of the date hereof and shall survive such date.

6. Representations and Warranties of the Company.

The Company represents and warrants to the Purchasers that:

6.1 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 Delaware. The Company has full corporate power and authority to own and
hold its properties and to conduct its business. The Company is duly licensed or
qualified to do business,  and in good standing,  in each  jurisdiction in which
the nature of its business requires  licensing,  qualification or good standing,
except for any failure to be so licensed or qualified or in good  standing  that
would not have a  material  adverse  effect on the  Company  or its  results  of
operations,  assets or  financial  condition  or on its  ability to perform  its
obligations under this Agreement or to issue the Securities (a "Material Adverse
Effect").

6.2  Capitalization.  As of the date hereof, the authorized capital stock of the
Company consists of 50,000,000  shares of Common Stock and 25,000,000  shares of
Preferred Stock, par value $0.001 per share (the "Preferred Stock"). The list of
stockholders of the Company, and their respective  shareholdings as indicated in
the Company  stock  records,  furnished to the  Purchasers on the date hereof is
true and correct in all material respects. As of the date hereof, (i) 13,942,289
shares of Common  Stock were  issued and  outstanding,  (ii) no shares of Common
Stock were reserved for issuance upon exercise of outstanding  options issued to
certain  officers of the Company,  (iii) except as set forth below in respect of
certain  recent  negotiations,  no shares  of Common  Stock  were  reserved  for
issuance  upon  exercise of  outstanding  options  issued to persons  other than
officers  of the  Company,  (iv) no shares of Common  Stock  were  reserved  for
issuance upon the exercise of  outstanding  warrants and (v) Company is offering
up to  500,000  shares of its  Series  A-1  Preferred  Stock and the  Company is
separately  offering up to 2,300,000  shares of its Series A-2 Preferred  Stock,
and no other  shares of  Preferred  Stock were  issued or  outstanding.  All the
outstanding  shares of Common Stock have been duly authorized and validly issued
and are fully paid and nonassessable and free of preemptive rights created by or
through the  Company,  and have been issued in  compliance  with all federal and
state securities laws, and were not issued in violation of any preemptive rights
or similar rights to subscribe for or purchase  securities.  Except as set forth
in this Section 6.2, including without limitation the next succeeding  sentence,
there  are no  other  options,  warrants  or  other  rights,  convertible  debt,
agreements,  arrangements or commitments of any character obligating the Company
to issue or sell any shares of capital stock of or other equity interests in the
Company. The Company has recently negotiated the following  agreements:  (x) the
Company has an  obligation  to issue 300,000  shares to  shareholders  of County
Services within thirty (30) days of approval of the Company's  audited financial
statements  for the fiscal year ended  February  28,  2003,  and 500,000  shares
within  thirty  (30)  days  of  approval  of  the  Company's  audited  financial
statements  for the fiscal year ended  February  28,  2004;  (y) upon receipt of
minimum aggregate proceeds of U.S.$3,500,000 from the sale of the Securities and
from the  offering  of Series A-1  Preferred  Stock,  the  Company  will  retire
indebtedness to shareholders of MAM Software in the amount of  U.S.$4,000,000 as
follows:  $1,000,000 in cash out of said proceeds and 1,363,636 shares of Common
Stock ($3,000,000 of stock based on a price of $2.20 per share);  and (z) if the
Company receives  aggregate  proceeds of U.S.$6,000,000 or more from the sale of
the Securities and from the offering of Series A-1 Preferred  Stock, the Company
intends to close the  acquisition  of Epyx  Limited,  substantially  as follows:
U.S.$1,650,000 in cash, and U.S.$1,650,000 in Common Stock of the Company, based

<PAGE>

upon the price of the Common  Stock at  closing  with Epyx,  and  $1,650,000  in
Common  Stock of the Company to be issued to the  shareholders  of Epyx  Limited
upon Epyx Limited  achieving  audited operating income in excess of U.S.$825,000
for the current  fiscal year.  The Company is not  obligated to retire,  redeem,
repurchase or otherwise  reacquire any of its capital stock or other securities.
Except as disclosed in this Section 6.2 and as  contemplated  by this Agreement,
there  are no  stockholders  agreements,  voting  agreements  or  other  similar
agreements  with  respect to the Common  Stock to which the  Company is a party.
Except as  contemplated  by this  Agreement,  the Company  does not  directly or
indirectly  own or have any  investment  in any of the capital  stock of, or any
other  proprietary  interest  in, any Person  other than  Europortal  Inc.,  MAM
Software Ltd.,  Automatrix  Ltd.,  County  Services and Products and E-com Multi
Ltd.  The Company has not adopted a  stockholders  rights  plan,  poison pill or
similar arrangement.  The consummation of the transactions  contemplated by this
Agreement  will not  accelerate  the vesting  schedule  of any of the  Company's
outstanding   options  or  warrants.   Upon  consummation  of  the  transactions
contemplated by this Agreement,  including  without  limitation this Section 6.2
and the sale of 500,000  shares of the Series A-1 Preferred  Stock,  if at least
900,000 of the Securities are sold, the Securities so sold shall represent, on a
fully-diluted basis,  approximately 11.43% of the Company's  outstanding capital
stock,  and if 2,300,000  shares of the  Securities  are sold, the Securities so
sold shall  represent,  on a fully-diluted  basis,  approximately  24.81% of the
Company's  outstanding  capital stock.  For purposes of the foregoing  sentence,
"fully-diluted"  means:  (I) all  shares  of the  Company  capital  stock  to be
outstanding  immediately following the Closing;  (ii) all securities,  including
options and  warrants,  convertible  into or  exercisable  for shares of Company
capital  stock,  as if exercised and  converted in full at such date;  (iii) all
securities  issuable pursuant to contractual or other obligations of the Company
existing at the Closing;  and (iv) all shares of Company  capital stock reserved
for  issuance to  employees,  consultants  or  directors of the Company or other
Persons not including the securities described in clause (ii).

6.3  Corporate  Power,  Authorization;  Enforceability.  The  Company  has  full
corporate power and authority to execute, deliver and enter into this Agreement,
the  Certificate  of  Designations,   and  the  Registration   Rights  Agreement
(collectively,  the "Transaction  Documents") and to consummate the transactions
contemplated  hereby and  thereby.  All action on the part of the  Company,  its
directors or stockholders necessary for the authorization,  execution,  delivery
and performance of the Transaction  Documents by the Company, the authorization,
sale,  issuance  and  delivery  of the  Securities  contemplated  hereby and the
performance  of the  Company's  obligations  hereunder and  thereunder  has been
taken. The Securities to be purchased on each the Closing Date and the shares of
Common Stock  issuable  upon the  conversion  of the  Securities  have been duly
authorized and, when issued in accordance  with this Agreement,  the Certificate
of  Designations,  as the case may be,  will be validly  issued,  fully paid and
nonassessable and will be free and clear of any mortgage, deed of trust, pledge,
hypothecation, assignment, encumbrance, lien (statutory or other) or preference,
priority,  right or other security  interest or preferential  arrangement of any
kind  or  nature  whatsoever  (excluding  preferred  stock  and  equity  related
preferences)  (collectively,  "Liens")  imposed by or through the Company  other
than  restrictions  imposed by this Agreement,  the Certificate of Designations,
and the  Registration  Rights  Agreement,  as the  case may be,  and  applicable
securities  laws.  No  preemptive  or other rights to subscribe  for or purchase
equity securities of the Company exists with respect to the issuance and sale of
the  Securities or the shares of Common Stock  issuable  upon  conversion of the
Series A Preferred Stock. The Transaction  Documents have been duly executed and
delivered  by  the  Company,   and  constitute  the  legal,  valid  and  binding
obligations of the Company,  enforceable  against the Company in accordance with
their terms,  except as enforceability may be limited by applicable  bankruptcy,
insolvency,  reorganization,  fraudulent  conveyance or transfer,  moratorium or
similar laws  affecting the  enforcement of creditors'  rights  generally and by

<PAGE>

general  principles of equity relating to enforceability  (regardless of whether
considered in a proceeding at law or in equity).

6.4 Financial Statements and Commission Filings;  Undisclosed  Liabilities.  (a)
Included in the  Company's  Form  10-KSB/A for the year ended  February 28, 2002
(the "2002  10-KSB")  are true and complete  copies of the audited  consolidated
balance sheet (the "2002 Balance Sheet") of the Company as of February 28, 2002,
and the related audited income statement and cash flow for the period then ended
(the "2002  Financial  Statements"),  accompanied by the report of each of Frank
Hanson CPA. Attached to the Financial  Certificate delivered at Closing are true
and  complete  copies of the  unaudited  consolidated  balance  sheet (the "2003
Balance  Sheet") of the Company as of February 28, 2003,  and the related income
statement  and  cash  flow  for the  period  then  ended  (the  "2003  Financial
Statements").  As of  their  respective  dates,  the 2002  Financial  Statements
complied  as to  form  in  all  material  respects  with  applicable  accounting
requirements  and the published  rules and  regulations  of the  Securities  and
Exchange  Commission (the "Commission")  with respect thereto.  Each of the 2002
Financial  Statements  and the 2003 Financial  Statements  have been prepared in
accordance  with  U.S.  generally  accepted  accounting   principles   ("GAAP"),
consistently  applied,  during  the  periods  involved  (except  in the  case of
unaudited interim statements, to the extent they may exclude footnotes or may be
condensed or summary statements) and fairly present in all material respects the
consolidated  financial  position of the Company as of the dates thereof and the
results of its operations and cash flows for the periods then ended (subject, in
the case of unaudited  statements,  to normal year-end audit  adjustments).  The
Company  keeps  proper  accounting  records  in which all  material  assets  and
liabilities  and all  material  transactions  of the  Company  are  recorded  in
conformity  with GAAP.  (b) Since  February 28, 2002,  the Company has filed all
reports,  schedules,  forms, statements and other documents required to be filed
by it  with  the  Commission  pursuant  to  the  reporting  requirements  of the
Securities  Exchange Act of 1934,  as amended (the  "Exchange  Act") (all of the
foregoing,  including,  but not limited to, the 2002 10-KSB,  filed prior to the
date hereof and all  exhibits  included  therein and  financial  statements  and
schedules  thereto  and  documents   incorporated  by  reference  therein  being
hereinafter  referred to as the "Commission  Documents") and all such Commission
Documents  were filed within the time periods  specified in the Exchange Act. As
of their  respective  filing dates,  each  Commission  Document  complied in all
material  respects with the  requirements  of the Securities Act or the Exchange
Act, as applicable,  and the rules and regulations of the Commission  thereunder
applicable to the Commission Documents, and no Commission Document contained any
untrue  statement  of a  material  fact or omitted  to state any  material  fact
required to be stated therein or necessary to make the statements therein. As of
their respective filing dates, the financial  statements of the Company included
in the Commission  Documents  complied as to form in all material  respects with
then  applicable  accounting  requirements  and with  the  published  rules  and
regulations of the Commission with respect thereto,  were prepared in accordance
with GAAP and as of their  respective  dates,  fairly  presented in all material
respects the consolidated  financial  position of the Company and the results of
its operations as of the time and for the periods  indicated  therein (except as
may  be  indicated  in the  notes  thereto  or,  in the  case  of the  unaudited
statements,  as  permitted by Form 10-QSB,  and  Regulations  S-B and S-X of the
Commission).  (c) Since  February  28,  2002,  the Company has not  incurred any
liabilities  or  obligations  of any nature,  whether or not accrued,  absolute,
contingent or otherwise ("Liabilities"), other than liabilities (i) disclosed in
the  Commission  Documents  filed  prior  to the  date of this  Agreement,  (ii)
adequately  provided for in the Balance  Sheet or disclosed in any related notes
thereto,  (iii) incurred in connection with this Agreement,  or (iv) incurred in
the ordinary  course of business,  in each case other than such  liabilities  or
obligations which do not have a Material Adverse Effect.

6.5 No Material Adverse Changes. Since February 28, 2002, except as disclosed in

<PAGE>

the Commission  Documents filed  subsequent to that date, there has not been any
material  adverse  change in the  business,  financial  condition  or  operating
results of the Company.

6.6 Absence of Certain  Developments.  Except as  contemplated by this Agreement
and as  contemplated  by the  Commission  Documents,  since  February  28, 2002,
through the date  immediately  preceding  each Closing Date, the Company has not
(a) issued any stock, options, bonds or other corporate securities other than as
reflected  in Section 6.2 hereof,  (b) borrowed any amount or incurred or became
subject to any Liabilities (absolute, accrued or contingent), other than current
Liabilities  incurred in the ordinary course of business and  Liabilities  under
contracts  entered into in the ordinary  course of business,  (c)  discharged or
satisfied any material Lien or adverse claim or paid any obligation or Liability
(absolute,  accrued or contingent),  other than current Liabilities shown on the
Balance  Sheet  and  current  Liabilities  incurred  in the  ordinary  course of
business,  (d)  declared  or made any payment or  distribution  of cash or other
property  to the  stockholders  of the  Company or  purchased  or  redeemed  any
securities of the Company,  (e) mortgaged,  pledged or subjected to any material
Lien or adverse  claim any of its  properties  or  assets,  except for Liens for
taxes not yet due and payable or otherwise  in the ordinary  course of business,
(f) sold,  assigned or  transferred  any of its assets,  tangible or intangible,
except in the  ordinary  course of business or in an amount less than  $250,000,
(g) suffered  any  extraordinary  losses or waived any rights of material  value
other than in the ordinary course of business, (h) made any capital expenditures
or commitments  therefore other than in the ordinary course of business or in an
amount less than $250,000,  (i) entered into any other transaction other than in
the ordinary  course of business in an amount less than $250,000 or entered into
any material transaction, whether or not in the ordinary course of business, (j)
made  any  charitable  contributions  or  pledges,  (k)  suffered  any  damages,
destruction or casualty loss, whether or not covered by insurance, affecting any
of the properties or assets of the Company or any other  properties or assets of
the Company which could,  individually or in the aggregate,  have or result in a
Material  Adverse  Effect,  (l)  made  any  material  change  in the  nature  or
operations of the business of the Company,  (m)  participated in any transaction
that  would  have a Material  Adverse  Effect or  otherwise  acted  outside  the
ordinary course of business,  (n) the Company has not increased the compensation
of any of its  officers  or the rate of pay of any of its  employees,  except as
part of regular compensation  increases in the ordinary course of business,  (o)
entered into any agreement or commitment to do any of the foregoing.

6.7 No Conflict;  Governmental  Consents.  (a) The execution and delivery by the
Company  of  this  Agreement  and  the  Registration  Rights  Agreement  and the
consummation of the  transactions  contemplated  hereby and thereby will not (i)
result in the violation of any provision of the Certificate of  Incorporation or
By-laws or other  organizational  documents of the  Company,  (ii) result in any
violation  of any law,  statute,  rule,  regulation,  order,  writ,  injunction,
judgment  or decree of any court or  Governmental  Authority  to or by which the
Company is bound, or (iii) conflict with, or result in a breach or violation of,
any of the terms or provisions  of, or  constitute  (with due notice or lapse of
time or both) a default under,  any bond,  debenture,  note or other evidence of
indebtedness,  or any material lease,  contract,  indenture,  mortgage,  deed of
trust,  loan agreement,  joint venture or other agreement or instrument to which
the Company is a party or by which it or its  property  is bound,  nor result in
the creation or imposition  of any Lien upon any of the  properties or assets of
the  Company,  except  for,  in the  case of  clauses  (ii)  and  (iii)  of this
subsection  6.7(a), any violation,  conflict,  breach or default which would not
have a Material Adverse Effect.
(b) No material consent,  approval,  license, permit, order or authorization of,
or registration, declaration or filing with, any court, administrative agency or
commission  or  other  Governmental  Authority  or  Person,  and no lapse of any
waiting period under any Requirements of Law, remains to be obtained (or lapsed)
or is otherwise  required to be obtained by the Company in  connection  with the

<PAGE>

authorization,  execution  and delivery of this  Agreement  or the  Registration
Rights Agreement or the consummation of the transactions  contemplated hereby or
thereby, including,  without limitation the issue and sale of the Securities and
the shares of Common Stock underlying such Securities,  except filings as may be
required to be made by the Company  after each Closing with (i) the  Commission,
(ii) the National  Association of Securities Dealers,  Inc. ("NASD"),  (iii) the
Nasdaq Stock Market, Inc. and (iv) state blue sky or other securities regulatory
authorities. For purposes of this Agreement,  "Requirements of Law" means, as to
any Person,  any law,  statute,  treaty,  rule,  regulation,  right,  privilege,
qualification, license or franchise or determination of an arbitrator or a court
or other  government of any nation,  state,  city,  locality or other  political
subdivision thereof,  any entity exercising  executive,  legislative,  judicial,
regulatory or administrative  functions of or pertaining to government,  and any
corporation  or other  entity  owned or  controlled,  through  stock or  capital
ownership  or  otherwise,  by  any  of  the  foregoing  (each,  a  "Governmental
Authority")  or stock  exchange,  in each case  applicable  or binding upon such
Person or any of its  property or to which such Person or any of its property is
subject or pertaining to any or all of the transactions contemplated or referred
to herein.

6.8  Litigation.   There  are  no  claims,  actions,  suits,  investigations  or
proceedings  pending  or, to the  Company's  knowledge,  threatened  proceedings
against the Company or its respective  assets, at law or in equity, by or before
any Governmental  Authority,  or by or on behalf of any third party,  except for
any claim,  action,  suit,  investigation  or proceeding  which would not have a
Material  Adverse  Effect nor does the Company have  knowledge that there is any
reasonable basis for any of the foregoing.  There are no claims, actions, suits,
investigations or proceedings pending or, to the Company's knowledge, threatened
proceedings  against  the  Company  contesting  the right of the Company to use,
sell,  import,  license,  or make  available to any Person any of the  Company's
products or services  currently or previously  sold,  offered,  licensed or made
available  to any Person or used by the  Company or opposing  or  attempting  to
cancel any of the Company's  Intellectual Property rights, except for any claim,
action,  suit,  investigation  or  proceeding  which  would not have a  Material
Adverse Effect.

6.9 Compliance with Laws; No Default or Violation; Contracts. The Company is in
compliance in all material  respects with all Requirements of Law and all orders
issued  by any  court or  Governmental  Authority  against  the  Company  in all
material respects. To the Company's knowledge, there is no existing or currently
proposed  Requirement  of Law which could  reasonably be expected to prohibit or
restrict the Company from, or otherwise  materially adversely affect the Company
in,  conducting  its  business in any  jurisdiction  in which it now conducts or
proposes  to conduct  such  business.  The Company  has all  material  licenses,
permits and approvals of any Governmental  Authority  (collectively,  "Permits")
that are  necessary  for the conduct of the business of the  Company;  (ii) such
Permits are in full force and effect;  and (iii) no violations  are or have been
recorded in respect of any Permit. No material expenditure is presently required
by the Company to comply with any existing  Requirements of Law or order. Except
as would not be  reasonably  expected  to have a Material  Adverse  Effect,  the
Company is not (i) in default  under or in violation of any  indenture,  loan or
credit  agreement or any other agreement or instrument to which it is a party of
by which it or any of its properties is bound or (ii) in violation of any order,
decree or judgment of any court, arbitrator or other Governmental Authority. The
contracts  described in the Commission  Documents or  incorporated  by reference
therein  that  are  material  to the  Company  (collectively,  the  "Contractual
Obligations")  are in full force and effect on the date hereof,  and neither the
Company nor, to the Company's knowledge, any other party to such contracts is in
breach  of or  default  under  any of  such  contracts  nor,  to  the  Company's
knowledge,  does any  condition  exist that with notice or lapse of time or both
would constitute a default by such other party  thereunder.  The Company has not
received  notice of a default and is not in default  under,  or with respect to,
any Contractual  Obligation nor, to the Company's knowledge,  does any condition
exist  that with  notice  or lapse of time or both  would  constitute  a default
thereunder.  All of such Contractual Obligations are valid, subsisting,  in full

<PAGE>

force and effect and binding upon the Company and, to the  Company's  knowledge,
the other  parties  thereto,  and the  Company  has paid in full or accrued  all
amounts due  thereunder  and has  satisfied  in full or provided  for all of its
liabilities and obligations thereunder.

6.10 Insurance. The Company maintains and will continue to maintain insurance of
the types and in the amounts  that the Company  reasonably  believes is adequate
for its business, including, but not limited to, insurance covering all real and
personal  property  owned  or  leased  by the  Company  against  theft,  damage,
destruction,  acts of vandalism and all other risks customarily  insured against
by similarly  situated  companies,  all of which  insurance is in full force and
effect.

6.11  Environmental  Matters.  The  Company is in  compliance,  in all  material
respects, with all applicable Environmental Laws. There is no civil, criminal or
administrative  judgment,  action,  suit,  demand,  claim,  hearing,  notice  of
violation, investigation, proceeding, notice or demand letter pending or, to the
Company's  knowledge,  threatened  against the Company pursuant to Environmental
Laws.  To  the  Company's  knowledge,  there  are no  past  or  present  events,
conditions, circumstances, activities, practices, incidents, agreements, actions
or plans which could reasonably be expected to prevent compliance with, or which
have given rise to or will give rise to  liability  which  would have a Material
Adverse  Effect,  under  Environmental  Laws.  For  purposes  of the  foregoing,
"Environmental Laws" means federal, state, local and foreign laws, principles of
common laws,  civil laws,  regulations,  and codes, as well as orders,  decrees,
judgments or injunctions,  issued,  promulgated,  approved or entered thereunder
relating  to  pollution,  protection  of the  environment  or public  health and
safety.

6.12  Taxes.  The  Company  has paid or  caused to be paid,  or has  established
reserves  in  accordance  with GAAP for all Tax  liabilities  applicable  to the
Company for all fiscal years that have not been  examined and reported on by the
taxing  authorities  (or  closed by  applicable  statutes).  No  additional  Tax
assessment against the Company has been heretofore proposed or, to the Company's
knowledge,  threatened by any Governmental Authority for which provision has not
been made on its balance sheet.  No tax audit is currently in progress and there
is no unassessed deficiency proposed or, to the Company's knowledge,  threatened
against the Company.  The Company has no knowledge of any change in the rates or
basis of assessment  of any Tax (other than federal  income tax), of the Company
which  would  reasonably  be  expected to have a Material  Adverse  Effect.  The
Company has not agreed to or is required to make any  adjustments  under section
481 of the Code by reason of a change of accounting method or otherwise. None of
the assets of the  Company  is  required  to be  treated  as being  owned by any
Person, other than the Company or any of its subsidiaries, pursuant to the "safe
harbor" leasing  provisions of Section 168(f)(8) of the Code. The company is not
a "United States real property holding corporation" (a "USRPHC") as that term is
defined  in  Section  897(c)(2)  of the  Code  and the  regulations  promulgated
thereunder.  For purposes of this Agreement,  "Code" means the Internal  Revenue
Code of 1986,  as amended,  and "Taxes"  means any federal,  state,  provincial,
county, local, foreign and other taxes (including,  without limitation,  income,
profits, windfall profits, alternative,  minimum, accumulated earnings, personal
holding  company,  capital  stock,  premium,  estimated,   excise,  sales,  use,
occupancy,  gross  receipts,  franchise,  ad valorem,  severance,  capital levy,
production,  transfer,  withholding,   employment,   unemployment  compensation,
payroll and property  taxes,  import duties and other  governmental  charges and
assessments),  whether or not  measured in whole or in part by net  income,  and
including  deficiencies,  interest,  additions to tax or interest, and penalties
with respect  thereto,  and including  expenses  associated  with contesting any
proposed adjustments related to any of the foregoing.

<PAGE>

6.13 Intellectual Property.
(a)  "Intellectual  Property"  shall  mean  all of the  following  as  they  are
necessary in connection with the business of the Company as presently  conducted
and as they exist in all  jurisdictions  throughout the world,  in each case, to
the extent owned by or licensed to the Company: (i) patents, patent applications
and  inventions,   designs  and  improvements  described  and  claimed  therein,
patentable   inventions  and  other  patent  rights  (including  any  divisions,
continuations, continuations-in-part, reissues, reexaminations, or interferences
thereof,  whether or not patents are issued on any such applications and whether
or  not  any  such  applications  are  modified,   withdrawn,   or  resubmitted)
("Patents");  (ii) trademarks,  service marks,  trade dress,  trade names, brand
names,  designs,  logos, or corporate names, whether registered or unregistered,
and all registrations and applications for registration thereof  ("Trademarks");
(iii) copyrights and mask works,  including all renewals and extensions thereof,
copyright   registrations  and  applications  for  registration   thereof,   and
non-registered  copyrights  ("Copyrights");   (iv)  trade  secrets,  inventions,
know-how,  process technology,  databases,  confidential  business  information,
customer  lists,  technical data and other  proprietary  information  and rights
("Trade   Secrets");   (v)  computer  software  programs,   including,   without
limitation,  all source code,  object code, and  documentation  related  thereto
("Software");  (vi) Internet  addresses,  domain names, web sites, web pages and
similar  rights  and  items  ("Internet   Assets");   and  (vii)  all  licenses,
sublicenses and other  agreements or permissions  including the right to receive
royalties,  or any other  consideration  related to the  property  described  in
(i)-(vi).  The Intellectual  Property contains all of the intellectual  property
necessary to operate the business of the Company as currently conducted.
(b)  The  Company  exclusively  owns  (or  otherwise  has the  right  to use the
Intellectual
Property pursuant to a valid license,  sublicense or other agreement),  free and
clear of all Liens, and has the unrestricted  right (subject to any such license
terms,  if  applicable) to use, sell,  license,  or sublicense all  Intellectual
Property.
(c) There are no issued Patents, registrations, filings and applications for any
Patents,  Trademarks  and  Copyrights  filed by the  Company.  (d)  There are no
material licenses,  sublicenses,  distributor agreements and other agreements or
permissions ("IP Licenses")  under which the Company is a (i) licensor,  or (ii)
licensee,  distributor, or reseller, except such licenses, sublicenses and other
agreements relating to off-the-shelf software which is commercially available on
a retail basis for less than $500 per license and $25,000 in the  aggregate  and
used solely on the computers of the Company ("Off-the-Shelf  Software").  To the
knowledge  of  the  Company,  all  of  the  IP  Licenses,  if  any,  are  valid,
enforceable,  and in full force and effect,  and,  with  respect to the Company,
will continue to be on identical terms  immediately  following the completion of
the transactions contemplated by this Agreement.
(e) All products  made,  used or sold by the Company under the Patents have been
marked with the proper patent notice.  (f) All products and materials made, used
or  sold  by  the  Company   containing   Trademarks  bear  the  proper  federal
registration  notice where  permitted by law. (g) All works  encompassed  by the
Copyrights  and used by the Company  have been marked with the proper  copyright
notice.
(h) To the Company's knowledge, upon reasonable inquiry in accordance with sound
business practice and business judgment, all the Company's Intellectual Property
rights are valid and enforceable. The Company has taken all reasonably necessary
actions to maintain and protect each item of Intellectual  Property owned by the
Company.
(i) The Company has taken all  reasonable  precautions  to protect the  secrecy,
confidentiality,
and value of its  Trade  Secrets  and the  proprietary  nature  and value of its
Intellectual Property. To the best of the Company's knowledge, none of the Trade
Secrets,  wherever located, the value of which is contingent upon maintenance of
confidentiality thereof, have been disclosed to any employee,  representative or
agent of the Company or any other person not  obligated  to maintain  such Trade

<PAGE>

Secret in confidence  pursuant to a confidentiality  agreement entered into with
the Company,  except as required pursuant to the filing of a patent  application
by the Company.
(j) The Company is diligently  prosecuting all Patent applications it has filed,
as instructed by patent counsel.  The Company is diligently filing and preparing
to file  Patent  applications  for all  inventions  in a  manner  and  within  a
sufficient  time period to avoid  statutory  disqualification  of any  potential
Patent application.
(k) [intentionally omitted].
(l) Unless otherwise  disclosed by the Company or pursuant to a current license,
it is not
necessary for the Company's  business to use any Intellectual  Property owned by
any present or past director, officer, employee or consultant of the Company (or
persons the Company  presently  intends to hire). To the actual knowledge of the
Company's executive  officers,  at no time during the conception or reduction to
practice  of any of the  Company's  Intellectual  Property  was  any  developer,
inventor or other contributor to such Intellectual  Property operating under any
grants from any Governmental  Authority or subject to any employment  agreement,
invention  and  assignment,   nondisclosure   agreement  or  other   Contractual
Obligation with any Person that could adversely  affect the Company's  rights to
its Intellectual Property.

(m) To the knowledge of the Company,  upon reasonable inquiry in accordance with
sound
business  practice and business  judgment,  none of the  Intellectual  Property,
products or services owned, used, developed,  provided,  sold or licensed by the
Company,  or made for,  used or sold by or licensed to the Company by any person
infringes upon or otherwise violates any Intellectual Property rights of others.

(n) To the knowledge of the Company,  upon reasonable inquiry in accordance with
sound business practice and business  judgment,  no Person is infringing upon or
otherwise violating the Intellectual Property rights of the Company.

6.14 Employee Benefit Plans.
(a)  Neither the Company  nor any entity  which is or was under  common  control
within the meaning of Section  414(b),  (c), (m) or (o) of the Code maintains or
contributes to, or has within the preceding six years  maintained or contributed
to, or may have any liability with respect to any employee  benefit plan subject
to Title IV of  Employee  Retirement  Income  Security  Act of 1974,  as amended
("ERISA"), or Section 412 of the Code or any "multiple employer plan" within the
meaning of the Code or ERISA. Each employee benefit plan,  arrangement,  policy,
program, agreement or commitment which the Company maintains,  contributes to or
may have any liability in respect to (each, a "Plan") has been  established  and
administered in accordance with its terms, and complies in form and in operation
with the  applicable  requirements  of  ERISA,  the Code  and  other  applicable
Requirements  of  Law.  No  claim  with  respect  to the  administration  or the
investment of the assets of any Plan (other than routine claims for benefits) is
pending. No event has occurred in connection with which the Company or any Plan,
directly or indirectly,  could be subject to any material liability under ERISA,
the Code or any other law,  regulation or governmental  order  applicable to any
Plan, or under any  agreement,  instrument,  statute,  rule of law or regulation
pursuant  to or under  which the  Company  has  agreed to  indemnify  any person
against  liability  incurred under, or for a violation or failure to satisfy the
requirement  of, any such  statute,  regulation  or order.  The  Company  has no
liability,  whether absolute or contingent,  including any obligations under any
Plan,  with  respect to any  misclassification  of any person as an  independent
contractor rather than as an employee.
(b) The  Company  does not have any  obligations  to  provide  or any  direct or
indirect  liability,  whether  contingent  or  otherwise,  with  respect  to the
provision of health or death  benefits to or in respect of any former  employee,
except  as may be  required  pursuant  to  Section  4980B  of the  Code  and the
corresponding  provisions  of ERISA and the cost of which are fully paid by such

<PAGE>

former employees. (c) There are no unfunded obligations under any Plan which are
not fully reflected on the Financial  Statements.  6.15 Investment Company.  The
Company  is not  an  "investment  company"  or an  "affiliated  person"  of,  or
"promoter" or "principal  underwriter"  for an  investment  company,  within the
meaning of the Investment Company Act of 1940, as amended.

6.16 Compliance. The Common Stock is registered pursuant to Section 12(g) of the
Exchange Act, and is listed on the OTC bulletin board, and the Company has taken
no  action  designed  to,  or  likely to have the  effect  of,  terminating  the
registration  of the Common Stock under the Exchange Act or delisting the Common
Stock from the OTC  Bulletin  Board.  The Company has not taken and will not, in
violation  of  applicable  law,  take,  any  action  designed  to or that  might
reasonably be expected to cause or result in unlawful  manipulation of the price
of the Common Stock to facilitate the sale or resale of the Securities.

6.17 Private Offerings.  Assuming the truth of each Purchaser's  representations
and acknowledgments  contained in Section 5 hereof,  neither the Company nor any
Person acting on its behalf (other than the  Purchasers,  as to whom the Company
makes no  representations)  has offered or sold the  Securities  by means of any
general  solicitation or general  advertising  within the meaning of Rule 502(c)
under the  Securities  Act.  The Company has not sold the  Securities  to anyone
other  than  the  subscribers  to  this  Agreement.  Each  Security  shall  bear
substantially the same legend set forth in Section 8 hereof for at least so long
as required by the Securities Act.

6.18  Broker's  or  Finder's  Commissions.  Other than the  Placement  Agent (as
placement agent on behalf of the Company) or any Other  Participating  Agent, no
finder,  broker,  agent,  financial  person or other  intermediary  has acted on
behalf of the  Company  in  connection  with the sale of the  Securities  by the
Company  or the  consummation  of  this  Agreement  or  any of the  transactions
contemplated hereby. The Company has not had any direct or indirect contact with
any other investment banking firm (or similar firm) with respect to the offer of
the Securities by the Company to the Purchasers or the Purchasers' subscriptions
for the Securities.

6.19 Disclosure.  The Transaction  Documents do not contain any untrue statement
of a material fact or omit to state a material  fact  necessary in order to make
the statements  contained herein or therein,  in the light of the  circumstances
under  which they were  made,  not  misleading.  The  Company  does not have any
knowledge of any fact that has specific  application  to the Company (other than
general economic or industry  conditions) and that can reasonably be foreseen to
cause a Material  Adverse Effect that has not been set forth in the  Transaction
Documents or the Commission Documents.

The Company certifies that each of the foregoing  representations and warranties
by the Company  sets forth in this  Section 6 are true as of the date hereof and
shall survive such date as contemplated in Section 7.1.

7. Indemnification.
7.1 The Company  agrees to indemnify  and hold  harmless the  Purchasers,  their
affiliates and each of their respective directors, officers, general and limited
partners, principals, agents and attorneys (individually, an "Indemnified Party"
and  collectively,  the  "Indemnified  Parties")  from and  against  any and all
losses,  claims,  damages,  Liabilities,  costs (including reasonable attorneys'
fees) and expenses  (collectively,  "Losses") to which any Indemnified Party may
become  subject,  insofar as such Losses  arise out of, in any way relate to, or
result from (i) any breach of any representation or warranty made by the Company
contained  in or made  pursuant  to this  Agreement,  or (ii) the failure of the
Company to fulfill any  agreement or covenant  contained in or made  pursuant to

<PAGE>

this Agreement.  All of the  representations  and warranties of the Company made
herein shall survive the execution and delivery of this Agreement until the date
that is ninety (90) days after the filing by the Company with the  Commission of
audited financial  statements of the Company for the fiscal year ending February
28,  2004 (or, if such fiscal  year  changes  and no such  audited  consolidated
financial statements are available,  then the successor fiscal year), except for
(a)  Sections  6.1  (Organization,   Good  Standing  and   Qualification),   6.2
(Capitalization),  6.3 (Corporate Power,  Authorization;  Enforceability),  6.18
(Private   Offerings)  and  6.19  (Broker's  or  Finder's   Commission),   which
representations  and  warranties  shall survive  indefinitely  (or if indefinite
survival is not  permitted  by law,  then for the maximum  period  permitted  by
applicable  law), (b) Section 6.12 (Taxes),  which  representation  and warranty
shall  survive  until  the  later to occur of (i) the  lapse of the  statute  of
limitations   with  respect  to  the   assessment  of  any  tax  to  which  such
representation  and  warranty  relates  (including  any  extensions  or  waivers
thereof)  and (ii) sixty (60) days after the final  administrative  or  judicial
determination of the Taxes to which such  representation  and warranty  relates,
and no claim with  respect to Section 6.12 may be asserted  thereafter  with the
exception of claims arising out of any fact, circumstance,  action or proceeding
to which the party  asserting  such claim  shall have given  notice to the other
parties to this Agreement  prior to the termination of such period of reasonable
belief that a tax liability will subsequently  arise therefrom,  and (c) Section
6.11 (Environmental  Matters),  which  representation and warranty shall survive
until the lapse of the applicable  statute of  limitations.  Except as set forth
herein,  all of the covenants,  agreements and obligations of the parties hereto
shall  survive  the  Closing  indefinitely  (or if  indefinite  survival  is not
permitted by law, then for the maximum period permitted by applicable law).

7.2 Promptly after receipt by an  Indemnified  Party under Section 7.1 of notice
of any claim as to which indemnity may be sought, including, without limitation,
the commencement of any action or proceeding,  the Indemnified  Party will, if a
claim in respect thereof may be made against the  indemnifying  party under this
Section,  promptly notify the indemnifying  party in writing of the commencement
thereof;  provided  that the failure of the  Indemnified  Party to so notify the
indemnifying  party will not relieve the indemnifying party from its obligations
under this Section unless, and only to the extent that, such omission results in
the indemnifying  party's  forfeiture of substantive rights or defenses or being
materially  prejudiced by the Indemnified  Person's failure to give such notice.
In case any action or proceeding is brought against any Indemnified  Party,  and
it notifies the indemnifying party of the commencement thereof, the indemnifying
party shall be entitled to assume the defense  thereof at its own expense,  with
counsel satisfactory to such Indemnified Party in its reasonable approval (which
approval will not be withheld or delayed unreasonably);  provided, however, that
any  Indemnified  Party may,  at its own  expense,  retain  separate  counsel to
participate  in  such  defense  at  its  own  expense.  After  notice  from  the
indemnifying  party to the  Indemnified  Party of its  election to so assume the
defense thereof,  the  indemnifying  party will not be Liable to the Indemnified
Party  under  that  Section 7 for any legal or any other  expenses  subsequently
incurred by the Indemnified  Party in connection with the defense thereof (other
than reasonable costs of  investigation)  unless incurred at the written request
of the indemnifying party. Notwithstanding the above, the Indemnified Party will
have the right to employ  counsel of its own choice in any action or  proceeding
(and be  reimbursed  by the  indemnifying  party  for the  reasonable  fees  and
expenses of the counsel and other  reasonable  costs of the  defense) if, in the
written  opinion of such  Indemnified  Party's  counsel,  representation  of the
Indemnified  Party by the counsel  retained by the  indemnifying  party would be
inappropriate  due to actual  or  potential  differing  interests  or  conflicts
between the Indemnified  Party and any other party represented by the counsel in
the  action;  provided,  however,  that  the  indemnifying  party  will  not  in
connection  with any one action or  proceeding  or  separate  but  substantially
similar actions or proceedings arising out of the same general  allegations,  be
Liable for the  reasonable  fees and expenses of more than one separate  firm of

<PAGE>

attorneys  at any time for all  Indemnified  Parties,  except to the extent that
local  counsel,  in  addition  to  regular  counsel,  is  required  in  order to
effectively defend against the action or proceeding.  An indemnifying party will
not be Liable to any  Indemnified  Party for any settlement or entry of judgment
concerning  any  action  or  proceeding  effected  without  the  consent  of the
indemnifying  party,  which  consent  shall not be  unreasonably  withheld.  The
indemnifying party agrees that it will not, without the prior written consent of
the  Indemnified  Party,  settle,  compromise  or  consent  to the  entry of any
judgment in any pending or threatened claim relating to the matters contemplated
hereby  (if any  Indemnified  Party  is a party  thereto  or has  been  actually
threatened to be made a party  thereto)  unless such  settlement,  compromise or
consent  includes an unconditional  release of each  Indemnified  Party from all
liability arising or that may arise out of such claim. The rights accorded to an
Indemnified  Party  hereunder  shall  be in  addition  to any  rights  that  any
Indemnified  Party may have at common law, by separate  agreement or  otherwise;
provided,  however,  that  notwithstanding  the  foregoing  or  anything  to the
contrary  contained  in this  Agreement,  (a)  nothing  in this  Section 7 shall
restrict  or limit  any  rights  that  any  Indemnified  Party  may have to seek
equitable  relief and (b) this Section 7 shall be the sole remedy for any breach
of the Company's  representations  and warranties  contained in Section 6 except
with respect to claims arising out of fraud or willful misconduct.

8. Covenants.
8.1 Use of Proceeds. The Company will use the proceeds from this Offering to pay
indebtedness  to  certain  MAM  Shareholders,  to  make  a  loan  to  Car  Parts
Technologies  Inc, for partial  consideration in the acquisition of Epyx Limited
and for general corporate purposes, provided that in the event that the proceeds
from the sale of the  Securities  and Series A-1  Preferred  Stock are less than
U.S.$6,000,000,  the  Company  does not  presently  intend to  proceed  with the
acquisition of Epyx Limited on the terms contemplated by this Agreement.

8.2 Business Development.  As soon as practicable after the Closing, the Company
shall use commercially reasonable efforts to: (a) create and implement an annual
budget,  approved by the Board,  (b) hire additional  personnel where necessary;
and (c)  obtain  appropriate  product  liability  insurance  to cover  all risks
associated with the Company's  business that are customarily  insured against in
the industry in such amounts as are customary in the industry.

8.3 [intentionally omitted].

8.4 Conduct of the Company's Business. Except as contemplated by this Agreement,
during the period  from the date hereof to the Closing  Date,  the Company  will
conduct its business and  operations  solely in the ordinary  course of business
consistent  with past  practice and use  reasonable  commercial  efforts to keep
available  the services of its officers and  employees  and preserve its current
relationships with customers,  suppliers, licensors, creditors and others having
business dealings with it.

8.5  Reasonable  Best  Efforts.  Subject  to the  terms and  conditions  of this
Agreement,  each of the parties hereto will use its  reasonable  best efforts to
take,  or cause to be taken,  all actions,  and to do, or cause to be done,  all
things  necessary,  proper or advisable under applicable laws and regulations to
consummate  the  transactions  contemplated  by this  Agreement  at the earliest
practicable date.

8.7 Tax Matters.
(a) The Company covenants that it will use commercially  reasonable  efforts not
to become a USRPHC at any time while any Purchaser  owns any of the  Securities.
(c) In the event  that a  Purchaser  desires  to sell or  dispose  of any of the
Securities or Conversion  Stock as permitted under this Agreement and applicable

<PAGE>

law, and upon demand by such  Purchaser,  the Company  agrees to deliver to such
Purchaser a letter (the "Letter")  which complies with Sections  1.1445- 2(c)(3)
and 1.897-2(h) of the Treasury Regulations, addressed to such Purchaser, stating
whether or not the Company is a USRPHC.  The Letter  shall be  delivered  to the
Purchaser one business day prior to the close of any sale or  disposition of the
Securities  or Conversion  Stock by the Purchaser  (the  "Delivery  Date").  The
Letter shall be dated as of the Delivery Date and signed by a corporate  officer
who must verify under  penalties of perjury that the statement is correct to his
knowledge and belief pursuant to Section 1.897-2(h) of the Treasury Regulations.

9. FOR RESIDENTS OF ALL STATES: NEITHER THE SECURITIES OFFERED
HEREBY OR THE SECURITIES  INTO WHICH SUCH  SECURITIES MAY BE CONVERTED HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR THE SECURITIES LAWS
OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON  EXEMPTIONS  FROM THE
REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS.

THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY
NOT BE  TRANSFERRED  OR RESOLD EXCEPT AS PERMITTED  UNDER SAID ACT AND SUCH LAWS
PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.  INVESTORS SHOULD BE AWARE THAT
THEY WILL BE  REQUIRED TO BEAR THE  FINANCIAL  RISKS OF THIS  INVESTMENT  FOR AN
INDEFINITE PERIOD OF TIME.

10. No Waiver.
Notwithstanding  any  of the  representations,  warranties,  acknowledgments  or
agreements  made herein by the  Purchasers,  the Purchasers do not thereby or in
any manner waive any rights  granted to the  Purchasers  under  federal or state
securities laws.

11. Miscellaneous.

11.1 Notices.  Any notice or other  communication  given  hereunder by any party
hereto to any other party hereto shall be in writing and delivered personally or
by facsimile  transmission  or sent by  registered  or certified  mail or by any
express mail or overnight courier service, postage or fees prepaid:

If to the Company:
Auto Data Network, Inc.
509 Madison Avenue
Suite 404
New York, New York 10022
Attention: Christopher R. Glover, CEO.- 19 -
Telephone: (212) 561-1837
Facsimile: (212) 937-4675

If to the Purchasers:
To each Purchaser at such Purchaser's name and address set forth on the
signature page to this Agreement.  Any notice that is delivered personally or by
facsimile  transmission  in the manner  provided  herein shall be deemed to have
been duly given to the party to whom it is directed upon actual  receipt by such
party or its agent.  Any notice that is addressed  and mailed or sent by courier

<PAGE>

in the manner herein provided shall be  conclusively  presumed to have been duly
given to the party to which it is addressed at the close of business, local time
of the  recipient,  on the fourth  business day after the day it is so placed in
the mail or, if earlier, the time of actual receipt.

11.2  Successors  and Assigns.  This Agreement will be binding upon and inure to
the  benefit  of  the  parties  hereto  and to  their  respective  heirs,  legal
representatives, successors and assigns, provided, that no party may assign this
Agreement without the prior written consent of the other party, such consent not
to be unreasonably withheld; provided, further, that a Purchaser may assign this
Agreement  to its  affiliates  without  consent;  provided  that any transfer of
Securities  or shares of Common  Stock  underlying  such  Securities  must be in
compliance with the Transaction Documents and all applicable law.

11.3  Entire  Agreement.  This  Agreement  sets forth the entire  agreement  and
understanding  among the parties as to the subject  matter hereof and merges and
supersedes all prior discussions, agreements and understandings of any and every
nature  among them;  provided  that any  confidentiality  agreement  between the
Company and any Purchaser shall remain in effect.  This Agreement may be amended
only by mutual  written  agreement  of the Company and a majority in interest of
the Purchasers, and the Company may take any action herein prohibited or omit to
take any action  herein  required to be  performed  by it, and any breach of any
covenant,  agreement,  warranty  or  representation  may be waived,  only if the
Company has obtained the written consent or waiver of the Purchasers  purchasing
a majority of the Securities offered hereby.

11.4  Governing  Law.  This  Agreement  shall be  governed by and  construed  in
accordance with the laws of the State of New York with respect to contracts made
and to be fully  performed  therein,  without  regard to the  conflicts  of laws
principles thereof.  The parties hereto hereby agree that any suit or proceeding
arising under this  Agreement,  or in connection  with the  consummation  of the
transactions  contemplated hereby, shall be brought solely in a federal or state
court  located in the County of New York and State of New York. By its execution
hereof,  both the  Company and the  Purchasers  hereby  consent and  irrevocably
submit to the in personam  jurisdiction  of the federal and state courts located
in the  County of New York and State of New York and agree  that any  process in
any suit or  proceeding  commenced  in such courts under this  Agreement  may be
served upon it  personally or by certified or registered  mail,  return  receipt
requested,  or by Federal Express or other courier service,  with the same force
and effect as if personally  served upon the applicable party in New York and in
the city or county in which such other court is located. The parties hereto each
waive any claim that any such  jurisdiction  is not a  convenient  forum for any
such suit or proceeding and any defense of lack of in personam jurisdiction with
respect thereto.

11.5 Severability.  The holding of any provision of this Agreement to be invalid
or unenforceable by a court of competent  jurisdiction will not affect any other
provision of this Agreement,  which will remain in full force and effect. If any
provision of this Agreement is declared by a court of competent  jurisdiction to
be invalid,  illegal or  incapable  of being  enforced in whole or in part,  the
provision will be interpreted so as to remain  enforceable to the maximum extent
permissible  consistent  with  applicable  law and the remaining  conditions and
provisions or portions thereof will nevertheless remain in full force and effect
and  enforceable  to the extent they are valid,  legal and  enforceable,  and no
provisions will be deemed  dependent upon any other covenant or provision unless
so expressed herein.

11.6 No Waiver.  A waiver by either  party of a breach of any  provision of this
Agreement  will not  operate,  or be  construed,  as a waiver of any  subsequent
breach by that same party.

<PAGE>

11.7 Further  Assurances.  The parties  agree to execute and deliver all further
documents,  agreements  and  instruments  and  take  further  action  as  may be
necessary or appropriate to carry out the purposes and intent of this Agreement.

11.8  Counterparts.  This Agreement may be executed in two or more counterparts,
each of  which  will be  deemed  an  original,  but all of which  will  together
constitute the same instrument.

11.9 No Third  Party  Beneficiaries.  Nothing in this  Agreement  creates in any
Person not a party to this  Agreement  any legal or equitable  right,  remedy or
claim under this Agreement,  and this Agreement is for the exclusive  benefit of
the parties hereto.  The parties expressly  recognize that this Agreement is not
intended to create a  partnership,  joint venture or other  similar  arrangement
between any of the parties or their respective affiliates.

11.10  Headings.  The headings in this  Agreement are solely for  convenience of
reference and shall be given no effect in the construction or  interpretation of
this Agreement.

11.11  Publicity   Restrictions.   Except  as  may  be  required  by  applicable
Requirements of Law, none of the parties hereto shall issue a publicity  release
or  public  announcement  or  otherwise  make  any  disclosure  concerning  this
Agreement,  the transactions  contemplated  hereby without prior approval by the
other party hereto;  provided that each  Purchaser may disclose on its worldwide
web pages and its offering materials,  if any, the name of the Company, the name
of the Chief  Executive  Officer  of the  Company,  a brief  description  of the
business  of  the  Company  consistent  with  the  Commission  Documents  or the
Company's press releases or other public statements,  the Company's logo and the
aggregate  amount  of  such  Purchaser's  investment  in  the  Company.  If  any
announcement  is  required  by  applicable  law or the  rules of any  securities
exchange or market on which such shares of Common Stock are traded to be made by
any party hereto,  prior to making such  announcement  such party will deliver a
draft of such announcement to the other parties and shall give the other parties
reasonable  opportunity to comment  thereon.  The parties agree to attribute and
otherwise indicate ownership of the other party's trademarks and logos.

11.12 Certification.  Each Purchaser certifies that such Purchaser has read this
entire  Agreement and that every statement on such Purchaser's part made and set
forth herein is true and complete.

[Remainder of page intentionally left blank.]

IN WITNESS  WHEREOF,  the  undersigned  has executed  this  Securities  Purchase
Agreement on the date his signature has been subscribed and sworn to below.

The shares of Series A-2 Preferred Stock and the common stock purchase  warrants
are to be issued in:

Print Name of Investor
____ individual name

shares of Series A-2 Preferred

Stock subscribed for
____ tenants in the entirety

<PAGE>


Subscription price paid herewith:

$    (being  $2.50 x the number of shares of Series A-2  Preferred  Stock listed
     above)

____ corporation (an officer must sign) Print Name of Joint Investor
(if applicable)

____ partnership (all general partners must sign) Signature of Investor

____ trust Signature of Joint Investor

____ limited liability company

(with a copy to:)

Address of Investor

Accepted  as of the ___ day of  ______,  2003 as to  _______________  shares  of
Series A-2 Preferred Stock;

Subscription price accepted being  $______________,  being $2.50 x the number of
shares of Series A-2 Preferred Stock as to which this Subscription is accepted:

AUTO DATA NETWORK, INC.

By: ___________________________________________

Name:

Title:.xxii

[INSERT PURCHASER QUESTIONNAIRE].iv

EXHIBIT A

FORM OF CERTIFICATE OF DESIGNATIONS.v

EXHIBIT B

FORM OF REGISTRATION RIGHTS AGREEMENT.vi

EXHIBIT C TO FORM OF SECURITIES PURCHASE AGREEMENT

Matters to be Covered in Legal Opinion of Company's Counsel

1. The Company is a corporation duly incorporated,  validly existing and in good
standing under the laws of the State of Delaware.

2. The Company  has all  necessary  corporate  power and  authority  to execute,
deliver,  enter into and perform its  obligations  under each of the Transaction
Documents and to consummate the transactions  contemplated  thereby,  including,

<PAGE>

without limitation,  to issue, sell and deliver the Series A Preferred Stock and
the shares of Common Stock  issuable upon  conversion  thereof.  The  execution,
delivery and  performance  of each of the  Transaction  Documents  has been duly
authorized by all necessary corporate action on the part of the Company.

3. The  Transaction  Documents  have been duly  executed  and  delivered  by the
Company and  constitute a legal,  valid and binding  obligation  of the Company,
enforceable against the Company in accordance with its terms, subject to laws of
general application relating to bankruptcy, insolvency and the relief of debtors
and rules of law  governing  specific  performance,  injunctive  relief or other
equitable remedies, and to limitations of public policy.

4. The Securities and the shares of Common Stock into which they are convertible
have been duly  authorized  and, when issued in accordance  with the  Securities
Purchase  Agreement or the Certificate of Designations,  as applicable,  will be
validly issued,  fully paid and  nonassessable and will be free and clear of all
Liens imposed by or through the Company other than  restrictions  imposed by the
Securities Purchase Agreement,  the Certificate of Designations,  and applicable
securities  laws. No statutory or, to our actual knowledge based solely upon the
representations  and warranties of the Company in the Transaction  Documents and
upon an  officers'  certificate  from an  officer  of the  Company,  contractual
preemptive or other rights to subscribe for or purchase equity securities of the
Company  exists with respect to the issuance and sale of the  Securities  by the
Company pursuant to the Transaction Documents.

5. The execution and delivery by the Company of the Transaction Documents do not
and the  consummation  of the  transactions  contemplated  thereby  will not (A)
violate any  provision of the  Certificate  of  Incorporation  or By-laws of the
Company,  (B) violate any law, statute,  rule,  regulation,  order,  judgment or
decree  of any court or  Governmental  Authority  which,  to our  knowledge,  is
applicable to the Company,  or (C) to our actual knowledge based solely upon the
representations  and warranties of the Company in the Transaction  Documents and
upon an  officers'  certificate  from  an  officer  of the  Company,  breach  or
constitute  (with  due  notice or lapse of time or both) a  default  under,  any
material agreement to which the Company is a party or by which it is bound or to
which any of its properties or assets is subject,  nor result in the creation or
imposition of any Lien, other than Permitted  Liens,  upon any of the properties
or assets of the  Company,  except for, in the case of clauses (B) and (C),  any
violation, breach or default which would not have a Material Adverse Effect.

6.  Except  for  filings,   authorizations  or  approvals  contemplated  by  the
Securities Purchase Agreement, no authorizations or approvals of, and no filings
with,  any  Governmental  Authority are necessary or required by the Company for
the execution and delivery of the Transaction  Documents or the  consummation of
the transactions contemplated thereby..vii

7.  The  Company  is not an  "investment  company"  within  the  meaning  of the
Investment Company Act of 1940, as amended.

8. Assuming the accuracy of the representations and warranties of the Purchasers
in the Securities  Purchase  Agreement,  the offer and sale of the Securities is
exempt from the  registration  requirements  of the  Securities  Act of 1933, as
amended,  pursuant to Section  4(2) and/or  Rule 506 under  Regulation  D of the
Securities Act. The opinion will set forth the Firm's customary  assumptions and
qualifications. The opinion will only be given as to matters of New York law and
U.S.  federal law, and Delaware General  Corporation  law. For clarity,  we note
that the  Company  is a  corporation  organized  under  the laws of the State of
Delaware but its principal business operations are in Europe and in States other

<PAGE>

than New York and Delaware, and its subsidiaries are organized under the laws of
other jurisdictions, and we will not opine on such laws.



</TEXT>
</DOCUMENT>
