AUTHENTIDATE HOLDING CORP
FORM OF SECURITIES PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>5
<FILENAME>y64888exv10w1.txt
<DESCRIPTION>FORM OF SECURITIES PURCHASE AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1

                          SECURITIES PURCHASE AGREEMENT

      This Securities Purchase Agreement (this "Agreement") is dated as of
October 22, 2002, among Authentidate Holding Corp., a Delaware corporation (the
"Company"), and the purchasers identified on the signature pages hereto (each,
including its successors and assigns, a "Purchaser" and collectively the
"Purchasers").

      WHEREAS, subject to the terms and conditions set forth in this Agreement
and pursuant to Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act") and Rule 506 promulgated thereunder, the Company desires to
issue and sell to the Purchasers, and the Purchasers, severally and not jointly,
desire to purchase from the Company, securities of the Company as more fully
described in this Agreement.

      NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this
Agreement, and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the Company and the Purchasers agree
as follows:

                                    ARTICLE I
                                   DEFINITIONS

      1.1 Definitions. In addition to the terms defined elsewhere in this
Agreement: (a) capitalized terms that are not otherwise defined herein have the
meanings given to such terms in the Debenture (as defined herein), and (b) the
following terms have the meanings indicated in this Section 1.1:

            "Actual Minimum" means, as of any date, the maximum aggregate number
      of shares of Common Stock then issued or potentially issuable in the
      future pursuant to the Transaction Documents, including any Underlying
      Shares issuable upon exercise or conversion in full of all Warrants and
      Debentures, ignoring any conversion or exercise limits set forth therein,
      and assuming that any previously unconverted Debentures are held until the
      second anniversary of the Closing Date or, if earlier, until maturity, and
      all interest thereon is accreted to the principal amount of Debentures but
      shall exclude any shares underlying the debentures and warrants issuable
      pursuant to Section 4.15 hereof.

            "Affiliate" means any Person that, directly or indirectly through
      one or more intermediaries, controls or is controlled by or is under
      common control with a Person, as such terms are used in and construed
      under Rule 144 under the Securities Act.

            "Capital Shares" shall mean the Common Stock and any shares of any
      other class of common stock whether now or hereafter authorized, having
      the right to participate in the distribution of earnings and assets of the
      Company.

            "Capital Shares Equivalents" shall mean any securities, rights, or
      obligations that are convertible into or exchangeable for or give any
      right to subscribe for or purchase,
<PAGE>
      directly or indirectly, any Capital Shares of the Company or any warrants,
      options or other rights to subscribe for or purchase, directly or
      indirectly, Capital Shares or any such convertible or exchangeable
      securities.

            "Closing" means the closing of the purchase and sale of the
      Securities pursuant to Section 2.1.

            "Closing Date" means the date of the Closing, which date shall occur
      within 10 days from the date hereof.

            "Commission" means the Securities and Exchange Commission.

            "Common Stock" means the common stock of the Company, par value
      $0.001 per share, and any securities into which such common stock may
      hereinafter be reclassified into.

            "Company Counsel" means Goldstein & DiGioa LLP, outside counsel to
      the Company.

            "Debentures" means the 7% Convertible Debentures due 36 months from
      their date of issuance, unless otherwise set forth therein, issued by the
      Company to the Purchasers hereunder, in the form of Exhibit A.

            "Disclosure Schedules" shall have the meaning ascribed to such term
      in Section 3.1.

            "Effective Date" means the date that the Registration Statement is
      first declared effective by the Commission.

            "Exchange Act" means the Securities Exchange Act of 1934, as
      amended.

            "GAAP" shall have the meaning ascribed to such term in Section
      3.1(h).

            "Liens" shall have the meaning ascribed to such term in Section
      3.1(a).

            "Losses" means any and all losses, claims, damages, liabilities,
      settlement costs and expenses, including without limitation costs of
      preparation and reasonable attorneys' fees.

            "Material Adverse Effect" shall have the meaning assigned to such
      term in Section 3.1(b).

            "Person" means an individual or corporation, partnership, trust,
      incorporated or unincorporated association, joint venture, limited
      liability company, joint stock company, government (or an agency or
      subdivision thereof) or other entity of any kind.

            "Principal Market" shall initially mean the NASDAQ National Market
      and shall also include the American Stock Exchange, the New York Stock
      Exchange or the


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<PAGE>
      NASDAQ Small-Cap Market, whichever is at the time the principal trading
      exchange or market for the Common Stock, based upon share volume.

            "Proceeding" means an action, claim, suit, investigation or
      proceeding (including, without limitation, an investigation or partial
      proceeding, such as a deposition), whether commenced or threatened.

            "Purchasers' Counsel" means Feldman Weinstein LLP with offices at
      420 Lexington Avenue, New York, New York 10170.

            "Registration Rights Agreement" means the Registration Rights
      Agreement, dated the Closing Date, among the Company and the Purchasers,
      in the form of Exhibit B.

            "Required Approvals" shall have the meaning ascribed to such term in
      Section 3.1(e).

            "Rule 144" means Rule 144 promulgated by the Commission pursuant to
      the Securities Act, as such Rule may be amended from time to time, or any
      similar rule or regulation hereafter adopted by the Commission having
      substantially the same effect as such Rule.

            "SEC Reports" shall have the meaning ascribed to such term in
      Section 3.1(h).

            "Securities" means the Debentures, the Warrants and the Underlying
      Shares.

            "Securities Act" means the Securities Act of 1933, as amended.

            "Subscription Amount" as to each Purchaser, the principal amount of
      Debentures purchased at the Closing as indicated on the signature pages
      hereto below such Purchaser's address for notice.

            "Subsidiary" means any subsidiary of the Company that is required to
      be listed in Schedule 3.1(a).

            "Trading Day" shall mean any day during which the Principal Market
      shall be open for business.

            "Transaction Documents" means this Agreement, the Debentures, the
      Warrants, the Registration Rights Agreement and any other documents or
      agreements executed in connection with the transactions contemplated
      hereunder.

            "Underlying Shares" means the shares of Common Stock issuable upon
      conversion of the Debentures and upon exercise of the Warrants.

            "Underlying Shares Registration Statement" or "Registration
      Statement" means a registration statement meeting the requirements set
      forth in the Registration Rights Agreement and covering the resale of the
      Underlying Shares by the Purchasers.


                                      -3-
<PAGE>
            "VWAP" means, for any date, the price determined by the first of the
      following clauses that applies: (a) if the Common Stock is then listed or
      quoted on an Trading Market, the daily volume weighted average price of
      the Common Stock for such date (or the nearest preceding date) on the
      primary Trading Market on which the Common Stock is then listed or quoted
      as reported by Bloomberg Financial L.P. (based on a trading day from 9:30
      a.m. ET to 4:02 p.m. Eastern Time) using the VAP function; (b) if the
      Common Stock is not then listed or quoted on an Trading Market and if
      prices for the Common Stock are then quoted on the OTC Bulletin Board, the
      volume weighted average price of the Common Stock for such date (or the
      nearest preceding date) on the OTC Bulletin Board; (c) if the Common Stock
      is not then listed or quoted on the OTC Bulletin Board and if prices for
      the Common Stock are then reported in the "Pink Sheets" published by the
      National Quotation Bureau Incorporated (or a similar organization or
      agency succeeding to its functions of reporting prices), the most recent
      bid price per share of the Common Stock so reported; or (d) in all other
      cases, the fair market value of a share of Common Stock as determined by a
      nationally recognized-independent appraiser selected in good faith by
      Purchasers holding a majority of the principal amount of Debentures then
      outstanding.

            "Warrants" means collectively the Common Stock purchase warrants, in
      the form of Exhibit C delivered to the Purchasers at the Closing in
      accordance with Section 2.2.

                                   ARTICLE II
                                PURCHASE AND SALE

      2.1 Closing. Subject to the terms and conditions set forth in this
Agreement, at the Closing the Company shall issue and sell to the Purchasers,
and the Purchasers shall, severally and not jointly, purchase from the Company,
the principal amount of Debentures equal to the Subscription Amount and the
Warrants. The Closing shall take place at the offices of Purchasers' Counsel
immediately following the execution hereof, or at such other location or time as
the parties may agree and in no event later than 10 days following the date
hereof.

      2.2 Closing Deliveries.

            (a) At or prior to the Closing, the Company shall deliver or cause
      to be delivered to the Company the following:

                  (i) Debentures in the Subscription Amount indicated below such
            Purchaser's name on the signature page of this Agreement, registered
            in the name of such Purchaser;

                  (ii) a Warrant to purchase up to a number of shares of Common
            Stock equal to 30% of the shares underlying the Debentures purchased
            by such Investor with a term of 4 years and an exercise price of
            $2.50 per Warrant Share, subject to adjustment therein.



                                      -4-
<PAGE>
                  (iii) the legal opinion of Company Counsel, in the form of
            Exhibit D attached hereto, addressed to the Purchasers;

                  (viii) the Registration Rights Agreement duly executed by the
            Company.

            (b) At or prior to the Closing, each Purchaser shall deliver or
      cause to be delivered to the Company the following:

                  (i) the Subscription Amount indicated below such Purchaser's
            name on the signature page of this Agreement, in United States
            dollars and in immediately available funds, by wire transfer to the
            instructions set forth on the Company's signature page hereto;

                  (ii) the Registration Rights Agreement duly executed by such
            Purchaser.

            (c) All representations and warranties of the other party contained
      herein shall remain true and correct as of the Closing Date;

            (d) There shall have been no Material Adverse Effect (as defined in
      Section 3.1(b)) with respect to the Company since the date hereof;

            (e) The Company shall have obtained approval of the transaction from
      The Nasdaq Stock Market; and

            (f) From the date hereof to the Closing Date, trading in the Common
      Stock shall not have been suspended by the Commission (except for any
      suspension of trading of limited duration agreed to by the Company, which
      suspension shall be terminated prior to the Closing), and, at any time
      prior to the Closing Date, trading in securities generally as reported by
      Bloomberg Financial Markets shall not have been suspended or limited, or
      minimum prices shall not have been established on securities whose trades
      are reported by such service, or on the Principal Market, nor shall a
      banking moratorium have been declared either by the United States or New
      York State authorities, nor shall there have occurred any material
      outbreak or escalation of hostilities or other national or international
      calamity of such magnitude in its effect on, or any material adverse
      change in, any financial market which, in each case, in the reasonable
      judgment of the Purchasers, makes it impracticable or inadvisable to
      purchase the Debentures at the Closing.

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

      3.1 Representations and Warranties of the Company. Except as set forth
under the corresponding section of the disclosure schedules attached hereto (the
"Disclosure Schedules") which Disclosure Schedules shall be deemed a part
hereof, the Company hereby makes the representations and warranties set forth
below to the Purchasers. Any disclosure made in the


                                      -5-
<PAGE>
Disclosure Schedules shall be deemed an amendment and disclosure to all the
representations and warranties set forth below.

            (a) Subsidiaries. The Company has no direct or indirect
      subsidiaries. The Company owns, directly or indirectly, all of the capital
      stock or other equity interests of each Subsidiary free and clear of any
      lien, charge, security interest, encumbrance, right of first refusal or
      other restriction (collectively, "Liens"), and all the issued and
      outstanding shares of capital stock of each Subsidiary are validly issued
      and are fully paid, non-assessable and free of preemptive and similar
      rights. If the Company has no subsidiaries, then references in the
      Transaction Documents to the Subsidiaries will be disregarded.

            (b) Organization and Qualification. Each of the Company and the
      Subsidiaries is an entity duly incorporated or otherwise organized,
      validly existing and in good standing under the laws of the jurisdiction
      of its incorporation or organization (as applicable), with the requisite
      power and authority to own and use its properties and assets and to carry
      on its business as currently conducted. Neither the Company nor any
      Subsidiary is in violation of any of the provisions of its respective
      certificate or articles of incorporation, bylaws or other organizational
      or charter documents. Each of the Company and the Subsidiaries is duly
      qualified to do business and is in good standing as a foreign corporation
      or other entity in each jurisdiction in which the nature of the business
      conducted or property owned by it makes such qualification necessary,
      except where the failure to be so qualified or in good standing, as the
      case may be, could not, individually or in the aggregate: (i) adversely
      affect the legality, validity or enforceability of any Transaction
      Document, (ii) have or result in or be reasonably likely to have or result
      in a material adverse effect on the results of operations, assets,
      prospects, business or condition (financial or otherwise) of the Company
      and the Subsidiaries, taken as a whole, or (iii) adversely impair the
      Company's ability to perform fully on a timely basis its obligations under
      any of the Transaction Documents (any of (i), (ii) or (iii), a "Material
      Adverse Effect").

            (c) Authorization; Enforcement. The Company has the requisite
      corporate power and authority to enter into and to consummate the
      transactions contemplated by each of the Transaction Documents and
      otherwise to carry out its obligations hereunder or thereunder. The
      execution and delivery of each of the Transaction Documents by the Company
      and the consummation by it of the transactions contemplated hereby or
      thereby have been duly authorized by all necessary action on the part of
      the Company and no further consent or action is required by the Company.
      Each of the Transaction Documents has been (or upon delivery will be) duly
      executed by the Company and, when delivered in accordance with the terms
      hereof, will constitute the valid and binding obligation of the Company
      enforceable against the Company in accordance with its terms, subject to
      applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
      moratorium and similar laws affecting creditors' rights and remedies
      generally and general principles of equity. Neither the Company nor any
      Subsidiary is in violation of any of the provisions of its respective
      certificate or articles of incorporation, by-laws or other organizational
      or charter documents.


                                      -6-
<PAGE>
            (d) No Conflicts. The execution, delivery and performance of the
      Transaction Documents by the Company and the consummation by the Company
      of the transactions contemplated thereby do not and will not: (i) conflict
      with or violate any provision of the Company's or any Subsidiary's
      certificate or articles of incorporation, bylaws or other organizational
      or charter documents, or (ii) subject to obtaining the Required Approvals
      (as defined below), conflict with, or constitute a default (or an event
      that with notice or lapse of time or both would become a default) under,
      or give to others any rights of termination, amendment, acceleration or
      cancellation (with or without notice, lapse of time or both) of, any
      agreement, credit facility, debt or other instrument (evidencing a Company
      or Subsidiary debt or otherwise) or other understanding to which the
      Company or any Subsidiary is a party or by which any property or asset of
      the Company or any Subsidiary is bound or affected, or (iii) result, to
      the Company's knowledge, in a violation of any law, rule, regulation,
      order, judgment, injunction, decree or other restriction of any court or
      governmental authority to which the Company or a Subsidiary is subject
      (including federal and state securities laws and regulations), or by which
      any property or asset of the Company or a Subsidiary is bound or affected;
      except in the case of each of clauses (ii) and (iii), such as could not,
      individually or in the aggregate, have or result in a Material Adverse
      Effect.

            (e) Filings, Consents and Approvals. Neither the Company nor any
      Subsidiary is required to obtain any consent, waiver, authorization or
      order of, give any notice to, or make any filing or registration with, any
      court or other federal, state, local or other governmental authority or
      other Person in connection with the execution, delivery and performance by
      the Company of the Transaction Documents, other than (i) the filings
      required under Section 4.8, (ii) the filing with the Commission of the
      Underlying Shares Registration Statement, (iii) the notice and/or
      application(s) to each applicable Principal Market for the issuance and
      sale of the Debentures and Warrants and the listing of the Underlying
      Shares for trading thereon in the time and manner required thereby, and
      (iv) the filing of Form D with the Commission and applicable Blue Sky
      filings (collectively, the "Required Approvals").

            (f) Issuance of the Securities. The Securities are duly authorized
      and, when issued and paid for in accordance with the applicable
      Transaction Documents, will be duly and validly issued, fully paid and non
      assessable, free and clear of all Liens. The Company has reserved from its
      duly authorized capital stock a number of shares of Common Stock for
      issuance of the Underlying Shares at least equal to the Actual Minimum on
      the date hereof.

            (g) Capitalization. The number of shares and type of all authorized,
      issued and outstanding capital stock of the Company is set forth in the
      Disclosure Schedules attached hereto. No securities of the Company are
      entitled to preemptive or similar rights, and no Person has any right of
      first refusal, preemptive right, right of participation, or any similar
      right to participate in the transactions contemplated by the Transaction
      Documents. Except as a result of the purchase and sale of the Securities,
      there are no outstanding options, warrants, script rights to subscribe to,
      calls or commitments of any character whatsoever relating to, or
      securities, rights or obligations convertible into or


                                      -7-
<PAGE>
      exchangeable for, or giving any Person any right to subscribe for or
      acquire, any shares of Common Stock, or contracts, commitments,
      understandings or arrangements by which the Company or any Subsidiary is
      or may become bound to issue additional shares of Common Stock, or
      securities or rights convertible or exchangeable into shares of Common
      Stock. The issuance and sale of the Securities will not obligate the
      Company to issue shares of Common Stock or other securities to any Person
      (other than the Purchasers) and will not result in a right of any holder
      of Company securities to adjust the exercise, conversion, exchange or
      reset price under such securities.

            (h) SEC Reports; Financial Statements. The Company has filed all
      reports required to be filed by it under the Securities Act and the
      Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for
      the two years preceding the date hereof (or such shorter period as the
      Company was required by law to file such material) (the foregoing
      materials being collectively referred to herein as the "SEC Reports" and,
      together with the Schedules to this Agreement, the "Disclosure Materials")
      on a timely basis or has received a valid extension of such time of filing
      and has filed any such SEC Reports prior to the expiration of any such
      extension. The Company has delivered to the Purchasers a copy of all SEC
      Reports filed within the 10 days preceding the date hereof. As of their
      respective dates, the SEC Reports complied in all material respects with
      the requirements of the Securities Act and the Exchange Act and the rules
      and regulations of the Commission promulgated thereunder, and none of the
      SEC Reports, when filed, contained any untrue statement of a material fact
      or omitted to state a material fact required to be stated therein or
      necessary in order to make the statements therein, in light of the
      circumstances under which they were made, not misleading. The financial
      statements of the Company included in the SEC Reports comply in all
      material respects with applicable accounting requirements and the rules
      and regulations of the Commission with respect thereto as in effect at the
      time of filing. Such financial statements have been prepared in accordance
      with generally accepted accounting principles applied on a consistent
      basis during the periods involved ("GAAP"), except as may be otherwise
      specified in such financial statements or the notes thereto, and fairly
      present in all material respects the financial position of the Company and
      its consolidated subsidiaries as of and for the dates thereof and the
      results of operations and cash flows for the periods then ended, subject,
      in the case of unaudited statements, to normal, immaterial, year-end audit
      adjustments.

            (i) Material Changes. Since the date of the latest audited financial
      statements included within the SEC Reports, except as specifically
      disclosed in the SEC Reports: (i) there has been no event, occurrence or
      development that has had or that could result in a Material Adverse
      Effect, (ii) the Company has not incurred any liabilities (contingent or
      otherwise) other than (A) trade payables and accrued expenses incurred in
      the ordinary course of business consistent with past practice and (B)
      liabilities not required to be reflected in the Company's financial
      statements pursuant to GAAP or required to be disclosed in filings made
      with the Commission, (iii) the Company has not altered its method of
      accounting or the identity of its auditors, (iv) the Company has not
      declared or made any dividend or distribution of cash or other property to
      its stockholders or purchased, redeemed or made any agreements to purchase
      or redeem any shares of its


                                      -8-
<PAGE>
      capital stock, and (v) the Company has not issued any equity securities to
      any officer, director or Affiliate, except pursuant to existing Company
      stock option or similar plans.

            (j) Litigation. There is no action, suit, inquiry, notice of
      violation, proceeding or investigation pending or, to the knowledge of the
      Company, threatened against or affecting the Company, any Subsidiary or
      any of their respective properties before or by any court, arbitrator,
      governmental or administrative agency or regulatory authority (federal,
      state, county, local or foreign) (collectively, an "Action") which: (i)
      adversely affects or challenges the legality, validity or enforceability
      of any of the Transaction Documents or the Securities or (ii) could, if
      there were an unfavorable decision, individually or in the aggregate, have
      or reasonably be expected to result in a Material Adverse Effect. Neither
      the Company nor any Subsidiary, nor any director or officer thereof, is or
      has been the subject of any Action involving a claim of violation of or
      liability under federal or state securities laws or a claim of breach of
      fiduciary duty. The Company does not have pending before the Commission
      any request for confidential treatment of information. There has not been,
      and to the knowledge of the Company, there is not pending or contemplated,
      any investigation by the Commission involving the Company or any current
      or former director or officer of the Company. The Commission has not
      issued any stop order or other order suspending the effectiveness of any
      registration statement filed by the Company or any Subsidiary under the
      Exchange Act or the Securities Act.

            (k) Compliance. Neither the Company nor any Subsidiary: (i) is in
      default under or in violation of (and no event has occurred that has not
      been waived that, with notice or lapse of time or both, would result in a
      default by the Company or any Subsidiary under), nor has the Company or
      any Subsidiary received notice of a claim that it is in default under or
      that it is in violation of, any indenture, loan or credit agreement or any
      other agreement or instrument to which it is a party or by which it or any
      of its properties is bound (whether or not such default or violation has
      been waived), (ii) is in violation of any order of any court, arbitrator
      or governmental body, or (iii) is or has been in violation of any statute,
      rule or regulation of any governmental authority, except in each case as
      could not, individually or in the aggregate, have or result in a Material
      Adverse Effect.

            (l) Labor Relations. No material labor dispute exists or, to the
      knowledge of the Company, is imminent with respect to any of the employees
      of the Company.

            (m) Regulatory Permits. The Company and the Subsidiaries possess all
      certificates, authorizations and permits issued by the appropriate
      federal, state, local or foreign regulatory authorities necessary to
      conduct their respective businesses as described in the SEC Reports,
      except where the failure to possess such permits could not, individually
      or in the aggregate, have or reasonably be expected to result in a
      Material Adverse Effect ("Material Permits"), and neither the Company nor
      any Subsidiary has received any notice of proceedings relating to the
      revocation or modification of any Material Permit.



                                      -9-
<PAGE>
            (n) Title to Assets. The Company and the Subsidiaries have good and
      marketable title in fee simple to all real property owned by them that is
      material to the business of the Company and the Subsidiaries and good and
      marketable title in all personal property owned by them that is material
      to the business of the Company and the Subsidiaries, in each case free and
      clear of all Liens, except for Liens as do not materially affect the value
      of such property and do not materially interfere with the use made and
      proposed to be made of such property by the Company and the Subsidiaries.
      Any real property and facilities held under lease by the Company and the
      Subsidiaries are held by them under valid, subsisting and enforceable
      leases of which the Company and the Subsidiaries are in compliance, except
      where such failure to be in compliance would not have a Material Adverse
      Effect.

            (o) Patents and Trademarks. The Company and the Subsidiaries have,
      or have rights to use, all patents, patent applications, trademarks,
      trademark applications, service marks, trade names, copyrights, licenses
      and other similar rights that are necessary or material for use in
      connection with their respective businesses as described in the SEC
      Reports and which the failure to so have could have a Material Adverse
      Effect (collectively, the "Intellectual Property Rights"). Neither the
      Company nor any Subsidiary has received a written notice that the
      Intellectual Property Rights used by the Company or any Subsidiary
      violates or infringes upon the rights of any Person. To the knowledge of
      the Company, all such Intellectual Property Rights are enforceable and
      there is no existing infringement by another Person of any of the
      Intellectual Property Rights.

            (p) Insurance. The Company and the Subsidiaries are insured by
      insurers of recognized financial responsibility against such losses and
      risks and in such amounts as are prudent and customary in the businesses
      in which the Company and the Subsidiaries are engaged. A list of the
      Company's insurance contracts and policies are set forth on the Disclosure
      Schedules. The Company has delivered to the Purchasers, prior to the
      Closing, such contracts and policies. To the best of Company's knowledge,
      such insurance contracts and policies are accurate and complete. Neither
      the Company nor any Subsidiary has any reason to believe that it will not
      be able to renew its existing insurance coverage as and when such coverage
      expires or to obtain similar coverage from similar insurers as may be
      necessary to continue its business without a significant increase in cost.

            (q) Transactions With Affiliates and Employees. Except as set forth
      in SEC Reports, none of the officers or directors of the Company and, to
      the knowledge of the Company, none of the employees of the Company is
      presently a party to any transaction with the Company or any Subsidiary
      (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 entity in which
      any officer, director, or any such employee has a substantial interest or
      is an officer, director, trustee or partner.



                                      -10-
<PAGE>
            (r) Internal Accounting Controls. The Company and the Subsidiaries
      maintain a system of internal accounting controls sufficient to provide
      reasonable assurance that (i) transactions are executed in accordance with
      management's general or specific authorizations, (ii) transactions are
      recorded as necessary to permit preparation of financial statements in
      conformity with generally accepted accounting principles and to maintain
      asset accountability, (iii) access to assets is permitted only in
      accordance with management's general or specific authorization, and (iv)
      the recorded accountability for assets is compared with the existing
      assets at reasonable intervals and appropriate action is taken with
      respect to any differences.

            (s) Solvency. Based on the financial condition of the Company as
      reflected in the financial statements on Form 10-K for the fiscal year
      ended June 30, 2002, as of the Closing Date: (i) the Company's fair
      saleable value of its assets exceeds the amount that will be required to
      be paid on or in respect of the Company's existing debts and other
      liabilities (including known contingent liabilities) as they mature; (ii)
      the Company's assets do not constitute unreasonably small capital to carry
      on its business for the current fiscal year as now conducted and as
      proposed to be conducted including its capital needs taking into account
      the particular capital requirements of the business conducted by the
      Company, and projected capital requirements and capital availability
      thereof; and (iii) the current cash flow of the Company, together with the
      proceeds the Company would receive, were it to liquidate all of its
      assets, after taking into account all anticipated uses of the cash, would
      be sufficient to pay all amounts on or in respect of its debt when such
      amounts are required to be paid. The Company does not intend to incur
      debts beyond its ability to pay such debts as they mature (taking into
      account the timing and amounts of cash to be payable on or in respect of
      its debt).

            (t) Certain Fees. No brokerage or finder's fees or commissions are
      or will be payable by the Company to any broker, financial advisor or
      consultant, finder, placement agent, investment banker, bank or other
      Person with respect to the transactions contemplated by this Agreement,
      and the Company has not taken any action that would cause any Purchaser to
      be liable for any such fees or commissions. The Company agrees that the
      Purchasers shall have no obligation with respect to any fees or with
      respect to any claims made by or on behalf of any Person for fees of the
      type contemplated by this Section with the transactions contemplated by
      this Agreement.

            (u) Private Placement. Assuming the accuracy of the representations
      and warranties of the Purchasers set forth in Sections 3.2(b)-(f), the
      offer, issuance and sale of the Securities to the Purchasers as
      contemplated hereby are exempt from the registration requirements of the
      Securities Act. The issuance and sale of the Securities hereunder does not
      contravene the rules and regulations of the Principal Market and no
      shareholder approval is required for the Company to fulfill its
      obligations under the Transaction Documents.

            (v) Listing and Maintenance Requirements. The Company has not, in
      the 12 months preceding the date hereof, received notice from any
      Principal Market on which the Common Stock is or has been listed or quoted
      to the effect that the Company is not in


                                      -11-
<PAGE>
      compliance with the listing or maintenance requirements of such Principal
      Market. The Company is, and has no reason to believe that it will not in
      the foreseeable future continue to be, in compliance with all such listing
      and maintenance requirements.

            (w) Registration Rights. The Company has not granted or agreed to
      grant to any Person any rights (including "piggy-back" registration
      rights) to have any securities of the Company registered with the
      Commission or any other governmental authority that have not been
      satisfied; provided, however, in the event that a previously declared
      effective registration statement becomes stale, the Company may be
      required to file a new registration statement with respect to all or some
      of the previously registered transactions.

            (x) 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, poison
      pill (including any distribution under a rights agreement) or other
      similar anti-takeover provision under the Company's Certificate of
      Incorporation (or similar charter documents) or the laws of its state of
      incorporation that is or could become applicable to the Purchasers as a
      result of the Purchasers and the Company fulfilling their obligations or
      exercising their rights under the Transaction Documents, including without
      limitation as a result of the Company's issuance of the Securities and the
      Purchasers' ownership of the Securities.

            (y) Seniority. As of the date of this Agreement, no indebtedness of
      the Company is senior to the Debentures in right of payment, whether with
      respect to interest or upon liquidation or dissolution, or otherwise,
      other than indebtedness secured by purchase money security interests
      (which is senior only as to underlying assets covered thereby) and capital
      lease obligations (which is senior only as to the property covered
      thereby).

            (z) Disclosure. The Company confirms that neither it nor any other
      Person acting on its behalf has provided any of the Purchasers or their
      agents or counsel with any information that constitutes or might
      constitute material, nonpublic information. The Company understands and
      confirms that the Purchasers will rely on the foregoing representations in
      effecting transactions in securities of the Company. All disclosure
      provided to the Purchasers regarding the Company, its business and the
      transactions contemplated hereby, including the Schedules to this
      Agreement, furnished by or on behalf of the Company with respect to the
      representations and warranties made herein are true and correct in all
      material respects with respect to such representations and warranties and
      do not contain any untrue statement of a material fact or omit to state
      any material fact necessary in order to make the statements made therein,
      in light of the circumstances under which they were made, not misleading.
      The Company acknowledges and agrees that no Purchaser makes or has made
      any representations or warranties with respect to the transactions
      contemplated hereby other than those specifically set forth in Section
      3.2.



                                      -12-
<PAGE>
      3.2 Representations and Warranties of the Purchasers. Each Purchaser
hereby, for itself and for no other Purchaser, represents and warrants to the
Company as follows:

            (a) Organization; Authority. Such Purchaser is an entity duly
      organized, validly existing and in good standing under the laws of the
      jurisdiction of its organization with the requisite corporate or
      partnership power and authority to enter into and to consummate the
      transactions contemplated by the Transaction Documents and otherwise to
      carry out its obligations thereunder. The purchase by such Purchaser of
      the Securities hereunder has been duly authorized by all necessary action
      on the part of such Purchaser. Each of this Agreement, and the
      Registration Rights Agreement has been duly executed by such Purchaser,
      and when delivered by such Purchaser in accordance with the terms hereof,
      will constitute the valid and legally binding obligation of such
      Purchaser, enforceable against it in accordance with its terms.

            (b) Investment Intent. Such Purchaser is acquiring the Securities as
      principal for its own account for investment purposes only and not with a
      view to or for distributing or reselling such Securities or any part
      thereof, without prejudice, however, to such Purchaser's right, subject to
      the provisions of this Agreement, at all times to sell or otherwise
      dispose of all or any part of such Securities pursuant to an effective
      registration statement under the Securities Act or under an exemption from
      such registration and in compliance with applicable federal and state
      securities laws. Nothing contained herein shall be deemed a representation
      or warranty by such Purchaser to hold Securities for any period of time.
      Such Purchaser is acquiring the Securities hereunder in the ordinary
      course of its business. Such Purchaser does not have any agreement or
      understanding, directly or indirectly, with any Person to distribute any
      of the Securities.

            (c) Purchaser Status. At the time such Purchaser was offered the
      Securities, it was, and at the date hereof it is, and on each date on
      which it exercises any Warrants or converts any Debentures, it will be an
      "accredited investor" as defined in Rule 501(a) under the Securities Act.
      Such Purchaser has not been formed solely for the purpose of acquiring the
      Securities. Such Purchaser is not a registered broker-dealer under Section
      15 of the Exchange Act.

            (d) Experience of such Purchaser. Such Purchaser, either alone or
      together with its representatives, has such knowledge, sophistication and
      experience in business and financial matters so as to be capable of
      evaluating the merits and risks of the prospective investment in the
      Securities, and has so evaluated the merits and risks of such investment.
      Such Purchaser is able to bear the economic risk of an investment in the
      Securities and, at the present time, is able to afford a complete loss of
      such investment. Such purchaser has been represented by its own legal
      counsel with respect to the negotiation and preparation of the Transaction
      Documents.

            (f) General Solicitation. Such Purchaser is not purchasing the
      Securities as a result of any advertisement, article, notice or other
      communication regarding the Securities published in any newspaper,
      magazine or similar media or broadcast over


                                      -13-
<PAGE>
      television or radio or presented at any seminar or any other general
      solicitation or general advertisement.

            (g) Reliance. Such Purchaser understands and acknowledges that: (i)
      the Securities are being offered and sold to it without registration under
      the Securities Act in a private placement that is exempt from the
      registration provisions of the Securities Act and (ii) the availability of
      such exemption depends in part on, and the Company will rely upon the
      accuracy and truthfulness of, the foregoing representations and such
      Purchaser hereby consents to such reliance.

            (h) Limitations on Short Sales. The Purchasers agree, severally and
      not jointly, that they will not enter into any Short Sales (as hereinafter
      defined) from the period commencing on the Closing Date and ending on the
      date that all of the Debenture have been converted and all of the Warrants
      have been exercised. For purposes of this Section 3.2(h), a "Short Sale"
      by any Purchaser shall mean a sale of Common Stock by such Purchaser that
      is marked as a short sale and that is made at a time when there is no
      equivalent offsetting long position in Common Stock held by such
      Purchaser. For purposes of determining whether there is an equivalent
      offsetting long position in Common Stock held by the Purchasers,
      Underlying Shares that have not yet been converted pursuant to the
      Debenture and that have not yet been issued upon exercise of the Warrant
      shall be deemed to be held long by the Purchasers, and the amount of
      shares of Common Stock held in a long position shall be the number of
      Underlying Shares issuable pursuant to the Debenture assuming such holder
      converted all the outstanding principal amount of the Debenture on such
      date, and (ii) the number of Underlying Shares issuable pursuant to the
      Warrant.


                                   ARTICLE IV
                         OTHER AGREEMENTS OF THE PARTIES

      4.1 Transfer Restrictions.

            (a) The Securities may only be disposed of in compliance with state
      and federal securities laws. In connection with any transfer of Securities
      other than pursuant to an effective registration statement, to the Company
      or to an Affiliate of a Purchaser or to an entity managed by a Purchaser,
      the Company may require the transferor thereof to provide to the Company
      an opinion of counsel selected by the transferor, the form and substance
      of which opinion shall be reasonably satisfactory to the Company, to the
      effect that such transfer does not require registration of such
      transferred Securities under the Securities Act. As a condition of
      transfer, any such transferee shall agree in writing to be bound by the
      terms of this Agreement and shall have the rights of a Purchaser under
      this Agreement and the Registration Rights Agreement.

            (b) The Purchasers agree to the imprinting, so long as is required
      by this Section 4.1(b), of the following legend on any certificate
      evidencing Securities:



                                      -14-
<PAGE>
      [NEITHER] THESE SECURITIES [NOR THE SECURITIES INTO WHICH THESE SECURITIES
      ARE [EXERCISABLE] [CONVERTIBLE]] HAVE BEEN REGISTERED WITH THE SECURITIES
      AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN
      RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF
      1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE
      OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
      UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN
      A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
      EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT,
      THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
      THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE
      SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR
      OTHER LOAN SECURED BY SUCH SECURITIES.

            The Company acknowledges and agrees that a Purchaser may from time
      to time pledge pursuant to a bona fide margin agreement or grant a
      security interest in some or all of the Securities and, if required under
      the terms of such arrangement, such Purchaser may transfer pledged or
      secured Securities to the pledgees or secured parties. If required by the
      Company's transfer agent in order to effect a pledge, the Company shall
      cause its counsel, at no cost to the Purchasers, to issue an opinion of
      counsel to the Company's transfer agent. Further, no notice shall be
      required of such pledge. At the appropriate Purchaser's expense, the
      Company will execute and deliver such reasonable documentation as a
      pledgee or secured party of Securities may reasonably request in
      connection with a pledge or transfer of the Securities, including the
      preparation and filing of any required prospectus supplement under Rule
      424(b)(3) of the Securities Act or other applicable provision of the
      Securities Act to appropriately amend the list of Selling Stockholders
      thereunder.

            (c) Certificates evidencing Underlying Shares shall not contain any
      legend (including the legend set forth in Section 4.1(b)): (i) while a
      registration statement (including the Underlying Shares Registration
      Statement) covering the resale of such security is effective under the
      Securities Act, or (ii) following any sale of such Underlying Shares
      pursuant to Rule 144, or (iii) if such Underlying Shares are eligible for
      sale under Rule 144(k), or (iv) if such legend is not required under
      applicable requirements of the Securities Act (including judicial
      interpretations and pronouncements issued by the Staff of the Commission);
      provided, however, in connection with the issuance of the Underlying
      Shares, each Purchaser, severally and not jointly with the other
      Purchasers, hereby agrees to adhere to and abide by all prospectus
      delivery requirements under the Securities Act and Commission Regulations.
      If all or any portion of a Debenture or Warrant is converted or exercised
      (as applicable) at a time when there is an effective registration
      statement to cover the resale of the Underlying Shares, or if such
      Underlying Shares may be sold under Rule 144(k) or if such legend is not
      otherwise


                                      -15-
<PAGE>
      required under applicable requirements of the Securities Act (including
      judicial interpretations thereof) then such Underlying Shares shall be
      issued free of all legends. The Company agrees that following the
      Effective Date or at such time as such legend is no longer required under
      this Section 4.1(c), it will, no later than seven Trading Days following
      the delivery by a Purchaser to the Company or the Company's transfer agent
      of a certificate representing Underlying Securities issued with a
      restrictive legend, deliver or cause to be delivered to such Purchaser a
      certificate representing such shares that is free from all restrictive and
      other legends. The Company may not make any notation on its records or
      give instructions to any transfer agent of the Company that enlarge the
      restrictions on transfer set forth in this Section.

            (d) In addition to such Purchaser's other available remedies, the
      Company shall pay to a Purchaser, in cash, as liquidated damages and not
      as a penalty, for each $1,000 of Underlying Shares (based on the Closing
      Bid Price of the Common Stock on the date such Securities are submitted to
      the Company's transfer agent) subject to this Section 4.1(c), $10 per
      Trading Day (increasing to $20 per Trading Day 3 Trading Days after such
      damages have begun to accrue) for each Trading Day after such seventh
      Trading Day until such certificate is delivered. Notwithstanding anything
      herein to the contrary, in the event a Purchaser is entitled to collect
      liquidated damages hereunder and liquidated damages pursuant to Sections
      4(b)(ii) and/or (iii) of the Debenture, the Purchaser shall be limited to
      collect, at its option, of such remedies, only one such remedy on any
      given occasion.

      4.2 Acknowledgment of Dilution. The Company acknowledges that the issuance
of the Securities may result in dilution of the outstanding shares of Common
Stock, which dilution may be substantial under certain market conditions. The
Company further acknowledges that its obligations under the Transaction
Documents, including without limitation its obligation to issue the Underlying
Shares pursuant to the Transaction Documents, are unconditional and absolute and
not subject to any right of set off, counterclaim, delay or reduction,
regardless of the effect of any such dilution or any claim that the Company may
have against any Purchaser.

      4.3 Furnishing of Information. As long as any Purchaser owns Securities,
the Company covenants to timely file (or obtain extensions in respect thereof
and file within the applicable grace period) all reports required to be filed by
the Company after the date hereof pursuant to the Exchange Act. Upon the request
of any Purchaser, the Company shall deliver to such Purchaser a written
certification of a duly authorized officer as to whether it has complied with
the preceding sentence. As long as any Purchaser owns Securities, if the Company
is not required to file reports pursuant to such laws, it will prepare and
furnish to the Purchasers and make publicly available in accordance with Rule
144(c) such information as is required for the Purchasers to sell the Securities
under Rule 144. The Company further covenants that it will take such further
action as any holder of Securities may reasonably request, all to the extent
required from time to time to enable such Person to sell such Securities without
registration under the Securities Act within the limitation of the exemptions
provided by Rule 144.

      4.4 Integration. The Company shall not, and shall use its best efforts to
ensure that no Affiliate of the Company shall, sell, offer for sale or solicit
offers to buy or otherwise negotiate


                                      -16-
<PAGE>
in respect of any security (as defined in Section 2 of the Securities Act) that
would be integrated with the offer or sale of the Securities in a manner that
would require the registration under the Securities Act of the sale of the
Securities to the Purchasers, or that would be integrated with the offer or sale
of the Securities for purposes of the rules and regulations of any Principal
Market.

      4.5 Reservation and Listing of Securities.

            (a) The Company shall maintain a reserve from its duly authorized
      shares of Common Stock for issuance pursuant to the Transaction Documents
      in such amount as may be required to fulfill its obligations in full under
      the Transaction Documents.

            (c) The Company shall: (i) in the time and manner required by each
      Principal Market, prepare and file with such Principal Market an
      additional shares listing application covering a number of shares of
      Common Stock at least equal to the Required Minimum, (ii) take all steps
      necessary to cause such shares of Common Stock to be approved for listing
      on each Principal Market as soon as possible thereafter, (iii) provide to
      the Purchasers evidence of such listing, and (iv) maintain the listing of
      such Common Stock on each such Principal Market or another Principal
      Market.

      4.6 Conversion and Exercise Procedures. The form of Election to Purchase
included in the Warrants and the forms of Conversion Notice included in the
Debentures set forth the totality of the procedures required of the Purchasers
in order to exercise the Warrants or convert the Debentures. No additional legal
opinion or other information or instructions shall be required of the Purchasers
to exercise their Warrants or convert their Debentures. The Company shall honor
exercises of the Warrants and conversions of the Debentures and shall deliver
Underlying Shares in accordance with the terms, conditions and time periods set
forth in the Transaction Documents.

      4.7 Future Financings. From the date hereof until 90 days after the
Effective Date, other than as contemplated by this Agreement, neither the
Company nor any Subsidiary shall (i) incur, issue, create, guarantee, assume or
otherwise become liable on account of any indebtedness, except in the ordinary
course of business, or (ii) increase any amounts owing or to which such Person
is liable under any existing obligations, except in the ordinary course of
business, or (iii) other than the one-time private placement by the Company of
up to $10 million of its Capital Shares or Capital Shares Equivalents to
strategic institutional investors at a price, or entitling such institutional
investors to acquire Capital Shares at a price, per share greater than $3.00 (as
appropriately adjusted for any stock splits, stock dividends, stock combinations
and other similar transactions of the Common Stock that occur after the date of
this Agreement) with, if so granted, registration rights that vest after the
Effective Date, issue or sell any Capital Shares or Capital Shares Equivalents.

      4.8 Securities Laws Disclosure; Publicity. The Company shall, within 1
Trading Day after the Closing Date, issue a press release or file a Current
Report on Form 8-K reasonably acceptable to the Purchasers disclosing all
material terms of the transactions contemplated hereby. The Company and the
Purchasers shall consult with each other in issuing any press releases with
respect to the transactions contemplated hereby. Notwithstanding the foregoing,


                                      -17-
<PAGE>
other than in any registration statement filed pursuant to the Registration
Rights Agreement and filings related thereto, the Company shall not publicly
disclose the name of any Purchaser, or include the name of any Purchaser in any
filing with the Commission or any regulatory agency or Principal Market, without
the prior written consent of such Purchaser, except to the extent such
disclosure is required by law or Principal Market regulations, in which case the
Company shall provide the Purchasers with prior notice of such disclosure.

      4.9 Non-Public Information. The Company covenants and agrees that neither
it nor any other Person acting on its behalf will provide any Purchaser or its
agents or counsel with any information that the Company believes constitutes
material non-public information, unless prior thereto such Purchaser shall have
executed a written agreement regarding the confidentiality and use of such
information. The Company understands and confirms that each Purchaser shall be
relying on the foregoing representations in effecting transactions in securities
of the Company.

      4.10 Use of Proceeds. The Company shall use the net proceeds from the sale
of the Securities hereunder for working capital purposes and not for the
satisfaction of any portion of the Company's debt (other than payment of trade
payables, capital lease obligations, the mortgage and loan held by Central
National Bank with respect to the Company's headquarters and accrued expenses in
the ordinary course of the Company's business and prior practices), to redeem
any Company equity or equity-equivalent securities or to settle any outstanding
litigation.

      4.11 Reimbursement. If any Purchaser becomes involved in any capacity in
any Proceeding by or against any Person who is a stockholder of the Company,
solely as a result of such Purchaser's acquisition of the Securities under this
Agreement and without causation by any other activity, obligation, condition or
liability pertaining to such Purchaser and not to the transactions contemplated
by this Agreement, the Company will reimburse such Purchaser for its reasonable
legal and other expenses (including the cost of any investigation, preparation
and travel in connection therewith) incurred in connection therewith, as such
expenses are incurred. 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
Purchasers 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 Purchasers 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 Purchasers and any such Affiliate and any
such Person. The Company also agrees that neither the Purchasers nor any such
Affiliates, 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 solely as a result of acquiring the Securities under
this Agreement.

      4.12 Indemnification of Purchasers. The Company will indemnify and hold
the Purchasers and their directors, officers, shareholders, partners, employees
and agents (each, a "Purchaser Party") harmless from any and all losses,
liabilities, obligations, claims, contingencies, damages, costs and expenses,
including all judgments, amounts paid in settlements, court costs and reasonable
attorneys' fees and costs of investigation that any such Purchaser Party may
suffer or incur as a result of or relating to: (a) any misrepresentation, breach


                                      -18-
<PAGE>
or inaccuracy, or any allegation by a third party that, if true, would
constitute a breach or inaccuracy, of any of the representations, warranties,
covenants or agreements made by the Company in this Agreement or in the other
Transaction Documents; or (b) any cause of action, suit or claim brought or made
against such Purchaser Party and arising solely out of or solely resulting from
the execution, delivery, performance or enforcement of this Agreement or any of
the other Transaction Documents and without causation by any other activity,
obligation, condition or liability pertaining to such Purchaser and not to the
transactions contemplated by this Agreement. The Company will reimburse such
Purchaser for its reasonable legal and other expenses (including the cost of any
investigation, preparation and travel in connection therewith) incurred in
connection therewith, as such expenses are incurred.

      4.13 Shareholders Rights Plan. In the event that a shareholders rights
plan is adopted by the Company, no claim will be made or enforced by the Company
or any other Person that any Purchaser is an "Acquiring Person" under the plan
or in any way could be deemed to trigger the provisions of such plan by virtue
of receiving Securities under the Transaction Documents.

      4.14. Participation in Future Financing. From the date hereof until 6
months after the Effective Date, other than (A) a one-time sale by the Company
of up to $10 million of its Capital Shares or Capital Shares Equivalents, in the
aggregate, in a firm commitment offering or (B) a one-time investment through an
institutional investor introduced to the Company by a strategic partner in an
amount of up to, in the aggregate, $10,000,000, the Company shall not effect a
financing of its Capital Shares or Capital Shares Equivalents (a "Subsequent
Financing") unless (i) the Company delivers to each of such Purchasers a written
notice (the "Subsequent Financing Notice") of its intention to effect such
Subsequent Financing, which Subsequent Financing Notice shall describe in
reasonable detail the proposed terms of such Subsequent Financing, the amount of
proceeds intended to be raised thereunder, the Person with whom such Subsequent
Financing is proposed to be effected, and attached to which shall be a term
sheet or similar document relating thereto and (ii) such Purchaser shall not
have notified the Company by 6:30 p.m. (New York City time) on the fifth (5th)
Trading Day after its receipt of the Subsequent Financing Notice of its
willingness to provide (or to cause its designee to provide), subject to
completion of mutually acceptable documentation, all or part of such financing
to the Company on the same terms set forth in the Subsequent Financing Notice.
If the Purchasers shall fail to so notify the Company of their willingness to
participate in the Subsequent Financing, the Company may effect the remaining
portion of such Subsequent Financing on the terms and to the Persons set forth
in the Subsequent Financing Notice; provided that the Company must provide the
Purchasers with a second Subsequent Financing Notice, and the Purchasers will
again have the right of first refusal set forth above in this Section 4.16, if
the Subsequent Financing subject to the initial Subsequent Financing Notice is
not consummated for any reason on the terms set forth in such Subsequent
Financing Notice within 60 Trading Days after the date of the initial Subsequent
Financing Notice with the Person identified in the Subsequent Financing Notice.
This Section 4.16 shall not be required or effective in connection with any
strategic partnership or joint venture or acquisition or key consulting
agreements (the primary purpose of which is not to raise equity capital for the
Company). Notwithstanding anything herein to the contrary, in the event the
Company reasonably believes a Subsequent Financing Notice constitutes material
information of the Company, prior to delivering such notice, the Company may
require the Purchaser to execute a written agreement regarding the
confidentiality and use of such


                                      -19-
<PAGE>
information.

      4.15 Additional Investment. Solely at the option of the Company,
exercisable after the Effective Date and prior to the first anniversary of the
date hereof, if the VWAP for fifteen consecutive Trading Days is greater than $3
(as appropriately adjusted for any stock splits, stock dividends, stock
combinations and other similar transactions of the Common Stock that occur after
the date of this Agreement), then each Purchaser, in the ratio of each
Purchaser's Subscription Amount compared with the aggregate Subscription Amount,
shall purchase, severally and not jointly, additional convertible debentures of
the Company and warrants to acquire a number of shares of Common Stock equal to
30% of the shares issuable upon conversion of such debentures for an aggregate
purchase price of $2,470,000. The Company shall notify each Purchaser within 2
Trading Days of any such fifteen Trading Day period. Any additional investment
will be on terms identical those set forth in the Transaction Documents, mutatis
mutandis, except that, the conversion price of the debentures and the exercise
price of the warrants shall be $3 (as appropriately adjusted for any stock
splits, stock dividends, stock combinations and other similar transactions of
the Common Stock that occur after the date of this Agreement and as adjusted
therein). In order to effectuate a purchase and sale of the additional
debentures and warrants, the Company and the Purchasers shall enter into the
following agreements: (a) a securities purchase agreement identical to this
Agreement, mutatis mutandis and shall include updated Schedules and (b) a
registration rights agreement identical to the Registration Rights Agreement,
mutatis mutandis and shall include updated Schedules.

                                    ARTICLE V
                                  MISCELLANEOUS

      5.1 Termination. This Agreement may be terminated by the Company or any
Purchaser, by written notice to the other parties, if the Closing has not been
consummated by the third business day following the date of this Agreement;
provided that no such termination will affect the right of any party to sue for
any breach by the other party (or parties).

      5.2 Fees and Expenses. The Company has agreed to reimburse $40,000 to
Purchasers (of which $15,000 has been received) as reimbursement for the
Purchasers' legal, administrative and due diligence fees and expenses incurred
to prepare and negotiate the Transaction Documents. Accordingly, in lieu of the
foregoing payments, the Company, on the Closing Date, will direct that the
aggregate amount that the Purchasers are to pay for the Debentures and Warrants
at the Closing, be reduced by $25,000 (the remaining portion of the $40,000 not
yet paid). Except as expressly set forth in the Transaction Documents to the
contrary, each party shall pay the fees and expenses of its advisers, counsel,
accountants and other experts, if any, and all other expenses incurred by such
party incident to the negotiation, preparation, execution, delivery and
performance of this Agreement. The Company shall pay all transfer agent fees,
stamp taxes and other taxes and duties levied in connection with the issuance of
any Securities.

      5.3 Entire Agreement. The Transaction Documents, together with the
Exhibits and Schedules thereto, contain the entire understanding of the parties
with respect to the subject matter hereof and supersede all prior agreements and
understandings, oral or written, with


                                      -20-
<PAGE>
respect to such matters, which the parties acknowledge have been merged into
such documents, exhibits and schedules.

      5.4 Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earliest of (a) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile number
specified in this Section prior to 5:30 p.m. (New York City time) on a Trading
Day, (b) the next Trading Day after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number specified in
this Section on a day that is not a Trading Day or later than 5:30 p.m. (New
York City time) on any Trading Day, (c) the Trading Day following the date of
mailing, if sent by U.S. nationally recognized overnight courier service, or (d)
upon actual receipt by the party to whom such notice is required to be given.
All notices or other communications or deliveries given hereunder, if delivered
via facsimile, shall be followed with a copy delivered by a U.S. nationally
recognized overnight courier service. The addresses for such notices and
communications are those set forth on the signature pages hereof, or such other
address as may be designated in writing hereafter, in the same manner, by such
Person. Set forth on the Disclosure Schedule is a list of names and contact
information for the Company's executive officers and corporate counsel,
including, if applicable, in-house counsel, the Company's outside counsel
(including securities counsel, if different than corporate counsel), the
Company's accountants and the Company's transfer agent.

      5.5 Amendments; Waivers. No provision of this Agreement may be waived or
amended except in a written instrument signed, in the case of an amendment, by
the Company and each of the Purchasers or, in the case of a waiver, by the party
against whom enforcement of any such waiver is sought. No waiver of any default
with respect to any provision, condition or requirement of this Agreement shall
be deemed to be a continuing waiver in the future or a waiver of any subsequent
default or a waiver of any other provision, condition or requirement hereof, nor
shall any delay or omission of either party to exercise any right hereunder in
any manner impair the exercise of any such right.

      5.6 Construction. The headings herein are for convenience only, do not
constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof. The language used in this Agreement will be deemed
to be the language chosen by the parties to express their mutual intent, and no
rules of strict construction will be applied against any party.

      5.7 Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the parties and their successors and permitted assigns. The
Company may not assign this Agreement or any rights or obligations hereunder
without the prior written consent of the Purchasers. Any Purchaser may assign
its rights under this Agreement and the Registration Rights Agreement to any
Person to whom such Purchaser assigns or transfers any Securities.

      5.8 No Third-Party Beneficiaries. This Agreement is intended for the
benefit of the parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced
by, any other Person, except as otherwise set forth in Sections 4.8.



                                      -21-
<PAGE>
      5.9 Governing Law; Venue; Waiver of Jury Trial. All questions concerning
the construction, validity, enforcement and interpretation of this Agreement
shall be governed by and construed and enforced in accordance with the internal
laws of the State of New York, without regard to the principles of conflicts of
law thereof. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the City of New York, borough of
Manhattan, for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein
(including with respect to the enforcement of any of the Transaction Documents),
and hereby irrevocably waives, and agrees not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is improper or inconvenient
venue for such proceeding. Each party hereby irrevocably waives personal service
of process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in
effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. The parties hereby waive all rights to a trial
by jury. If either party shall commence an action or proceeding to enforce any
provisions of this Agreement, then the prevailing party in such action or
proceeding shall be reimbursed by the other party for its attorneys fees and
other costs and expenses incurred with the investigation, preparation and
prosecution of such action or proceeding.

      5.10 Survival. The representations, warranties, agreements and covenants
contained herein shall survive the Closing and the delivery, exercise and/or
conversion of the Securities, as applicable.

      5.11 Execution. This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile signature page
were an original thereof.

      5.12 Severability. If any provision of this Agreement is held to be
invalid or unenforceable in any respect, the validity and enforceability of the
remaining terms and provisions of this Agreement shall not in any way be
affected or impaired thereby and the parties will attempt to agree upon a valid
and enforceable provision that is a reasonable substitute therefor, and upon so
agreeing, shall incorporate such substitute provision in this Agreement.

      5.13 Rescission and Withdrawal Right. Notwithstanding anything to the
contrary contained in (and without limiting any similar provisions of) the
Transaction Documents, whenever any Purchaser exercises a right, election,
demand or option under a Transaction Document and the Company does not timely
perform its related obligations within the periods therein provided, then such
Purchaser may rescind or withdraw, in its sole discretion from time


                                      -22-
<PAGE>
to time upon written notice to the Company, any relevant notice, demand or
election in whole or in part without prejudice to its future actions and rights.

      5.14 Replacement of Securities. If any certificate or instrument
evidencing any Securities is mutilated, lost, stolen or destroyed, the Company
shall issue or cause to be issued in exchange and substitution for and upon
cancellation thereof, or in lieu of and substitution therefor, a new certificate
or instrument, but only upon receipt of evidence reasonably satisfactory to the
Company of such loss, theft or destruction and customary and reasonable
indemnity, if requested. The applicants for a new certificate or instrument
under such circumstances shall also pay any reasonable third-party costs
associated with the issuance of such replacement Securities.

      5.15 Remedies. In addition to being entitled to exercise all rights
provided herein or granted by law, including recovery of damages, each of the
Purchasers and the Company will be entitled to specific performance under the
Transaction Documents. The parties agree that monetary damages may not be
adequate compensation for any loss incurred by reason of any breach of
obligations described in the foregoing sentence and hereby agrees to waive in
any action for specific performance of any such obligation the defense that a
remedy at law would be adequate.

      5.16 Payment Set Aside. To the extent that the Company makes a payment or
payments to any Purchaser pursuant to any Transaction Document or a Purchaser
enforces or exercises its rights thereunder, and such payment or payments or the
proceeds of such enforcement or exercise or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside, recovered
from, disgorged by or are required to be refunded, repaid or otherwise restored
to the Company, a trustee, receiver or any other person under any law
(including, without limitation, any bankruptcy law, state or federal law, common
law or equitable cause of action), then to the extent of any such restoration
the obligation or part thereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment had not been
made or such enforcement or setoff had not occurred.

      5.17 Usury. To the extent it may lawfully do so, the Company hereby agrees
not to insist upon or plead or in any manner whatsoever claim, and will resist
any and all efforts to be compelled to take the benefit or advantage of, usury
laws wherever enacted, now or at any time hereafter in force, in connection with
any claim, action or proceeding that may be brought by any Purchaser in order to
enforce any right or remedy under any Transaction Document. Notwithstanding any
provision to the contrary contained in any Transaction Document, it is expressly
agreed and provided that the total liability of the Company under the
Transaction Documents for payments in the nature of interest shall not exceed
the maximum lawful rate authorized under applicable law (the "Maximum Rate"),
and, without limiting the foregoing, in no event shall any rate of interest or
default interest, or both of them, when aggregated with any other sums in the
nature of interest that the Company may be obligated to pay under the
Transaction Documents exceed such Maximum Rate. It is agreed that if the maximum
contract rate of interest allowed by law and applicable to the Transaction
Documents is increased or decreased by statute or any official governmental
action subsequent to the date hereof, the new maximum contract rate of interest
allowed by law will be the Maximum Rate of interest


                                      -23-
<PAGE>
applicable to the Transaction Documents from the effective date forward, unless
such application is precluded by applicable law. If under any circumstances
whatsoever, interest in excess of the Maximum Rate is paid by the Company to any
Purchaser with respect to indebtedness evidenced by the Transaction Documents,
such excess shall be applied by such Purchaser to the unpaid principal balance
of any such indebtedness or be refunded to the Company, the manner of handling
such excess to be at such Purchaser's election.

      5.18 Independent Nature of Purchasers' Obligations and Rights. The
obligations of each Purchaser under any Transaction Document are several and not
joint with the obligations of any other Purchaser, and no Purchaser shall be
responsible in any way for the performance of the obligations of any other
Purchaser under any Transaction Document. Nothing contained herein or in any
Transaction Document, and no action taken by any Purchaser pursuant thereto,
shall be deemed to constitute the Purchasers as a partnership, an association, a
joint venture or any other kind of entity, or create a presumption that the
Purchasers are in any way acting in concert or as a group with respect to such
obligations or the transactions contemplated by the Transaction Document. Each
Purchaser shall be entitled to independently protect and enforce its rights,
including without limitation the rights arising out of this Agreement or out of
the other Transaction Documents, and it shall not be necessary for any other
Purchaser to be joined as an additional party in any proceeding for such
purpose.

      5.19 Liquidated Damages. The Company's obligations to pay any liquidated
damages or other amounts owing under the Transaction Documents is a continuing
obligation of the Company and shall not terminate until all unpaid liquidated
damages and other amounts have been paid notwithstanding the fact that the
instrument or security pursuant to which such liquidated damages or other
amounts are due and payable shall have been canceled.

                             ***********************


                                      -24-
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have caused this Securities
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.

                                    AUTHENTIDATE HOLDING CORP.

                                    By:
                                       ----------------------------------------
                                    Name:
                                    Title:

                                    Address for Notice:
                                    2165 Technology Drive
                                    Schenectady, New York 12308
                                    Attn: Dennis Bunt
                                    Tel:
                                    Fax:

With a copy to:                     Goldstein & DiGioia LLP
(which shall not constitute         45 Broadway - 11th Floor
notice)                             New York, New York 10006
                                    Attn: Brian C. Daughney, Esq.
                                    Tel:
                                    Fax:

            Wire Instructions of the Company:
            Authentidate Holding Corp.
            Bank:
            Account:
            ABA:
            Contact:

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE FOR PURCHASER FOLLOWS]



                                      -25-
<PAGE>
                            PURCHASERS SIGNATURE PAGE

      IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.

OMICRON MASTER TRUST                              Address for Notice:
By: Omicron Capital L.P., as subadvisor           c/o Omicron Capital L.P.
By: Omicron Capital Inc., its general partner     153 E. 53rd Street
                                                  48th Floor
                                                  New York, New York 10022
By:                                               Attn: Brian Daly
    ------------------------------------
        Bruce Bernstein, President

Subscription Amount: $

GRUBER & MCBAIN CAPITAL MANAGEMENT                Address for Notice:
                                                  50 Osgood Place, Penthouse
                                                  San Francisco, CA 94133
                                                  Attn:
By:                                               Tel:
    -----------------------------                 Fax:
    Name:
    Title:

Subscription Amount:

MIDSUMMER INVESTMENT, LTD.                        Address for Notice:
                                                  C/o Midsummer Capital, LLC
                                                  485 Madison Avenue, 23rd Floor
                                                  New York, New York 10022
By:                                               Tel:
   --------------------------------------         Fax:
       Michel A. Amsalem, Director                Attn: Michel A. Amsalem

Subscription Amount: $

With a copy to:
                                          Feldman Weinstein LLP
                                          420 Lexington Avenue
                                          New York, New York 10170
                                          Attn: Robert F. Charron
                                          Tel:
                                          Fax:


                                      -26-
<PAGE>
                     PURCHASERS SIGNATURE PAGE (CONT. . . )


ISLANDIA, L.P.                                    c/o John Lang, Inc.
                                                  485 Madison Avenue 23rd Floor
                                                  New York, New York 10022
By:                                               Tel: (212) 584-2100
   --------------------------------               Fax: (212) 584-2199
      Name:
      Title:

Subscription Amount: $




                                      -27-

</TEXT>
</DOCUMENT>
