EXHIBIT 10.4


      The Company has  reserved  1,041,365  shares of Common  Stock for issuance
upon  exercise of warrants,  and  3,021,000  shares of Common Stock for issuance
upon the conversion of the Series D Convertible Preferred Stock. The Company has
reserved an aggregate of 5,000,000 shares of Common Stock for issuance under the
company's Stock Option Plan (the "Stock Option Plan"), 3,853,357 shares of which
are subject to options.

      Other than as set forth in this  Agreement  (including  the  Warrants  and
conversion  privileges),  rights of the holders of Series C  Preferred  Stock to
tender such stock to the  Company to exercise  the  warrants  attached  thereto,
warrants to purchase  429,040  shares of Common Stock issued in connection  with
the Series C Preferred  Stock.;  warrants to purchase  735,000  shares of Common
Stock issued in connection  with the Series D Preferred  Stock;  and warrants to
otherwise  purchase  618,325 shares of Common Stock. To the Company's  knowledge
there are no other outstanding options,  warrants,  agreements or understandings
for the  purchase  from the  Company  of any  shares  of its  stock,  or for the
purchase from the Company of any securities convertible into or exchangeable for
any shares of its stock.