SECURITIES PURCHASE AGREEMENT



        SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of September 20,
2002, by and among SeaView Video Technology, Inc., a Nevada corporation, with
headquarters located at 200 Madonna Boulevard, Tierra Verde, Florida 33715 (the
"Company"), and each of the purchasers set forth on the signature pages hereto
(the "Buyers").

        WHEREAS:

A. The Company and the Buyers are executing and delivering this Agreement in
reliance upon the exemption from securities registration afforded by the rules
and regulations as promulgated by the United States Securities and Exchange
Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933
Act");

B. Buyers desire to purchase and the Company desires to issue and sell, upon the
terms and conditions set forth in this Agreement (i) 12% convertible debentures
of the Company, in the form attached hereto as Exhibit "A", in the aggregate
principal amount of One Million Dollars ($1,000,000) (together with any
debenture(s) issued in replacement thereof or as a dividend thereon or otherwise
with respect thereto in accordance with the terms thereof, the "Debentures"),
convertible into shares of common stock, par value $.001 per share, of the
Company (the "Common Stock"), upon the terms and subject to the limitations and
conditions set forth in such Debentures and (ii) warrants, in the form attached
hereto as Exhibit "B", to purchase Three Million (3,000,000) shares of Common
Stock (the "Warrants").

C. Each Buyer wishes to purchase, upon the terms and conditions stated in this
Agreement, such principal amount of Debentures and number of Warrants as is set
forth immediately below its name on the signature pages hereto; and

D. Contemporaneous with the execution and delivery of this Agreement, the
parties hereto are executing and delivering a Registration Rights Agreement, in
the form attached hereto as Exhibit "C" (the "Registration Rights Agreement"),
pursuant to which the Company has agreed to provide certain registration rights
under the 1933 Act and the rules and regulations promulgated thereunder, and
applicable state securities laws.

        NOW THEREFORE, the Company and each of the Buyers severally (and not
jointly) hereby agree as follows:


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1. PURCHASE AND SALE OF DEBENTURES AND WARRANTS.

  a. Purchase of Debentures and Warrants.  On the Closing Date (as defined
     below), the Company shall issue and sell to each Buyer and each Buyer severally
     agrees to purchase from the Company such principal amount of Debentures and
     number of Warrants as is set forth immediately below such Buyer's name on the
     signature pages hereto.

  b. Form of Payment. On the Closing Date (as defined below), (i) each Buyer
     shall pay the purchase price for the Debentures and the Warrants to be issued
     and sold to it at the Closing (as defined below) (the "Purchase Price") by
     wire transfer of immediately available funds to the Company, in accordance
     with the Company's written wiring instructions, against delivery of the
     Debentures in the principal amount equal to the Purchase Price and the number
     of Warrants as is set forth immediately below such Buyer's name on the signature
     pages hereto, and (ii) the Company shall deliver such Debentures and Warrants
     duly executed on behalf of the Company, to such Buyer, against delivery of
     such Purchase Price.

  c. Closing Date. Subject to the satisfaction (or written waiver) of the
     conditions thereto set forth in Section 6 and Section 7 below, the date and
     time of the issuance and sale of the Debentures and the Warrants pursuant to
     this Agreement (the "Closing Date") shall be 12:00 noon, Eastern Standard
     Time on September 20, 2002 or such other mutually agreed upon time.  The
     closing of the transactions contemplated by this Agreement (the "Closing")
     shall occur on the Closing Date at such  location as may be agreed to by
     the parties.

2. BUYERS' REPRESENTATIONS AND WARRANTIES. Each Buyer severally (and not jointly)
   represents and warrants to the Company solely as to such Buyer that:

  a. Investment Purpose. As of the date hereof, the Buyer is purchasing the
     Debentures and the shares of Common Stock issuable upon conversion of or
     otherwise pursuant to the Debentures (including, without limitation, such
     additional shares of Common Stock, if any, as are issuable (i) on account of
     interest on the Debentures, (ii) as a result of the events described in
     Sections 1.3 and 1.4(g) of the Debentures and Section 2(c) of the Registration
     Rights Agreement or (iii) in payment of the Standard Liquidated Damages
     Amount (as defined in Section 2(f) below) pursuant to this Agreement, such
     shares of Common Stock being collectively referred to herein as the "Conversion
     Shares") and the Warrants and the shares of Common Stock issuable upon exercise
     thereof (the "Warrant Shares" and, collectively with the Debentures, Warrants
     and Conversion Shares, the "Securities") for its own account and not with a
     present view towards the public sale or distribution thereof, except pursuant
     to sales registered or exempted from registration under the 1933 Act; provided,
     however, that by making the representations herein, the Buyer does not agree
     to hold any of the Securities for any minimum or other specific term and
     reserves the right to dispose of the Securities at any time in accordance
     with or pursuant to a registration statement or an exemption under the 1933 Act.

  b. Accredited Investor Status. The Buyer is an "accredited investor" as that
     term is defined in Rule 501(a) of Regulation D (an "Accredited Investor").

  c. Reliance on Exemptions.  The Buyer understands that the Securities are being
     offered and sold to it in reliance upon specific exemptions from the
     registration requirements of United States federal and state securities laws
     and that the Company is relying upon the truth and accuracy of, and the
     Buyer's compliance with, the representations, warranties, agreements,
     acknowledgments and understandings of the Buyer set forth herein in order to
     determine the availability of such exemptions and the eligibility of the
     Buyer to acquire the Securities.

  d. Information.  The Buyer and its advisors, if any, have been, and for so
     long as the Debentures and Warrants remain outstanding will continue to be,
     furnished with all materials relating to the business, finances and operations
     of the Company and materials relating to the offer and sale of the Securities
     which have been requested by the Buyer or its advisors.  The Buyer and its
     advisors, if any, have been, and for so long as the Debentures and Warrants
     remain outstanding will continue to be, afforded the opportunity to ask
     questions of the Company.  Notwithstanding the foregoing, the Company has not
     disclosed to the Buyer any material nonpublic information and will not disclose
     such information unless such information is disclosed to the public prior to
     or promptly following such disclosure to the Buyer.  Neither such inquiries
     nor any other due diligence investigation conducted by Buyer or any of its
     advisors or representatives shall modify, amend or affect Buyer's right to
     rely on the Company's representations and warranties contained in Section 3
     below.  The Buyer understands that its investment in the Securities involves
     a significant degree of risk.


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  e. Governmental Review. The Buyer understands that no United States federal or
     state agency or any other government or governmental agency has passed upon
     or made any recommendation or endorsement of the Securities.

  f. Transfer or Re-sale. The Buyer understands that (i) except as provided
     in the Registration Rights Agreement, the sale or re-sale of the Securities
     has not been and is not being registered under the 1933 Act or any applicable
     state securities laws, and the Securities may not be transferred unless (a)
     the Securities are sold pursuant to an effective registration statement under
     the 1933 Act, (b) the Buyer shall have delivered to the Company an opinion
     of counsel that shall be in form, substance and scope customary for opinions
     of counsel in comparable transactions to the effect that the Securities to
     be sold or transferred may be sold or transferred pursuant to an exemption
     from such registration, which opinion shall be accepted by the Company, (c)
     the Securities are sold or transferred to an "affiliate" (as defined in Rule
     144 promulgated under the 1933 Act (or a successor rule) ("Rule 144")) of
     the Buyer who agrees to sell or otherwise transfer the Securities only in
     accordance with this Section 2(f) and who is an Accredited Investor, (d) the
     Securities are sold pursuant to Rule 144, or (e) the Securities are sold
     pursuant to Regulation S under the 1933 Act (or a successor rule) ("Regulation
     S"), and the Buyer shall have delivered to the Company an opinion of counsel
     that shall be in form, substance and scope customary for opinions of counsel
     in corporate transactions, which opinion shall be accepted by the Company;
     (ii) any sale of such Securities made in reliance on Rule 144 may be made
     only in accordance with the terms of said Rule and further, if said Rule is
     not applicable, any re-sale of such Securities under circumstances in which
     the seller (or the person through whom the sale is made) may be deemed to be
     an underwriter (as that term is defined in the 1933 Act) may require compliance
     with some other exemption under the 1933 Act or the rules and regulations of
     the SEC thereunder; and (iii) neither the Company nor any other person is
     under any obligation to register such Securities under the 1933 Act or any
     state securities laws or to comply with the terms and conditions of any
     exemption thereunder (in each case, other than pursuant to the Registration
     Rights Agreement). Notwithstanding the foregoing or anything else contained
     herein to the contrary, the Securities may be pledged as collateral in
     connection with a bona fide margin account or other lending arrangement.
     In the event that the Company does not accept the opinion of counsel provided
     by the Buyer with respect to the transfer of Securities pursuant to an
     exemption from registration, such as Rule 144 or Regulation S, within three
     (3) business days of delivery of the opinion to the Company, the Company
     shall pay to the Buyer liquidated damages of three percent (3%) of the
     outstanding amount of the Debentures per month plus accrued and unpaid interest
     on the Debentures, prorated for partial months, in cash or shares at the
     option of the Buyer ("Standard Liquidated Damages Amount"). If the Buyer
     elects to be paid the Standard Liquidated Damages Amount in shares of Common
     Stock, such shares shall be issued at the Conversion Price at the time of
     payment.

  g. Legends. The Buyer understands that the Debentures and the Warrants and,
     until such time as the Conversion Shares and Warrant Shares have been
     registered under the 1933 Act as contemplated by the Registration Rights
     Agreement or otherwise may be sold pursuant to Rule 144 or Regulation S
     without any restriction as to the number of securities as of a particular
     date that can then be immediately sold, the Conversion Shares and Warrant
     Shares may bear a restrictive legend in substantially the following form
     (and a stop-transfer order may be placed against transfer of the certificates
     for such Securities):

                  "The securities represented by this certificate have not been
                  registered under the Securities Act of 1933, as amended.  The
                  securities may not be sold, transferred or assigned in the
                  absence of an effective registration statement for the securities
                  under said Act, or an opinion of counsel, in form, substance
                  and scope customary for opinions of counsel in comparable
                  transactions, that registration is not required under said Act
                  or unless sold pursuant to Rule 144 or Regulation S under said
                  Act."

     The legend set forth above shall be removed and the Company shall issue a
     certificate without such legend to the holder of any Security upon which it
     is stamped, if, unless otherwise required by applicable state securities
     laws, (a) such Security is registered for sale under an effective registration
     statement filed under the 1933 Act or otherwise may be sold pursuant to Rule
     144 or Regulation S without any restriction as to the number of securities
     as of a particular date that can then be immediately sold, or (b) such holder
     provides the Company with an opinion of counsel, in form, substance and scope
     customary for opinions of counsel in comparable transactions, to the effect
     that a public sale or transfer of such Security may be made without
     registration under the 1933 Act, which opinion shall be accepted by the
     Company so that the sale or transfer is effected or (c) such holder provides
     the Company with reasonable assurances that such Security can be sold pursuant
     to Rule 144 or Regulation S.The Buyer agrees to sell all Securities, including
     those represented by a certificate(s) from which the legend has been removed,
     in compliance with applicable prospectus delivery requirements, if any.


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  h. Authorization; Enforcement. This Agreement and the Registration Rights
     Agreement have been duly and validly authorized. This Agreement has been
     duly executed and delivered on behalf of the Buyer, and this Agreement
     constitutes, and upon execution and delivery by the Buyer of the Registration
     Rights Agreement, such agreement will constitute, valid and binding agreements
     of the Buyer enforceable in accordance with their terms.

  i. Residency. The Buyer is a resident of the jurisdiction set forth immediately
     below such Buyer's name on the signature pages hereto.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and
   warrants to each Buyer that:

  a. Organization and Qualification. The Company and each of its Subsidiaries (as
     defined below), if any, is a corporation duly organized, validly existing
     and in good standing under the laws of the jurisdiction in which it is
     incorporated, with full power and authority (corporate and other) to own,
     lease, use and operate its properties and to carry on its business as and
     where now owned, leased, used, operated and conducted. Schedule 3(a) sets
     forth a list of all of the Subsidiaries of the Company and the jurisdiction
     in which each is incorporated. The Company and each of its Subsidiaries is
     duly qualified as a foreign corporation to do business and is in good standing
     in every jurisdiction in which its ownership or use of property or the nature
     of the business conducted by it makes such qualification necessary except
     where the failure to be so qualified or in good standing would not have a
     Material Adverse Effect. "Material Adverse Effect" means any material adverse
     effect on the business, operations, assets, financial condition or prospects
     of the Company or its Subsidiaries, if any, taken as a whole, or on the
     transactions contemplated hereby or by the agreements or instruments to be
     entered into in connection herewith. "Subsidiaries" means any corporation or
     other organization, whether incorporated or unincorporated, in which the
     Company owns, directly or indirectly, any equity or other ownership interest.

  b. Authorization; Enforcement. (i) The Company has all requisite corporate power
     and authority to enter into and perform this Agreement, the Registration
     Rights Agreement, the Debentures and the Warrants and to consummate the
     transactions contemplated hereby and thereby and to issue the Securities,
     in accordance with the terms hereof and thereof, (ii) the execution and
     delivery of this Agreement, the Registration Rights Agreement, the Debentures
     and the Warrants by the Company and the consummation by it of the transactions
     contemplated hereby and thereby (including without limitation, the issuance
     of the Debentures and the Warrants and the issuance and reservation for
     issuance of the Conversion Shares and Warrant Shares issuable upon conversion
     or exercise thereof) have been duly authorized by the Company's Board of
     Directors and no further consent or authorization of the Company, its Board
     of Directors, or its shareholders is required, (iii) this Agreement has been
     duly executed and delivered by the Company by its authorized representative,
     and such authorized representative is the true and official representative
     with authority to sign this Agreement and the other documents executed in
     connection herewith and bind the Company accordingly, and (iv) this Agreement
     constitutes, and upon execution and delivery by the Company of the
     Registration Rights Agreement, the Debentures and the Warrants, each of such
     instruments will constitute, a legal, valid and binding obligation of the
     Company enforceable against the Company in accordance with its terms.

  c. Capitalization. As of the date hereof, the authorized capital stock of the
     Company consists of 100,000,000 shares of Common Stock, of which 36,877,073
     shares are issued and outstanding, 1,271,900 shares are reserved for issuance
     pursuant to the Company's stock option plans, 6,125,000 shares are reserved
     for issuance pursuant to securities (other than the Debentures and the
     Warrants) exercisable for, or convertible into or exchangeable for shares of
     Common Stock and 38,414,910 shares are reserved for issuance upon conversion
     of the Debentures and the Additional Debentures (as defined in Section 4(l))
     and exercise of the Warrants and the Additional Warrants (as defined in
     Section 4(l)) (subject to adjustment pursuant to the Company's covenant set
     forth in Section 4(h) below). All of such outstanding shares of capital stock
     are, or upon issuance will be, duly authorized, validly issued, fully paid
     and nonassessable. No shares of capital stock of the Company are subject to
     preemptive rights or any other similar rights of the shareholders of the
     Company or any liens or encumbrances imposed through the actions or failure
     to act of the Company. Except as disclosed in Schedule 3(c), as of the
     effective date of this Agreement, (i) there are no outstanding options,
     warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal,
     agreements, understandings, claims or other commitments or rights of any
     character whatsoever relating to, or securities or rights convertible into
     or exchangeable for any shares of capital stock of the Company or any of its
     Subsidiaries, or arrangements by which the Company or any of its Subsidiaries
     is or may become bound to issue additional shares of capital stock of the
     Company or any of its Subsidiaries, (ii) there are no agreements or arrangements
     under which the Company or any of its Subsidiaries is obligated to register
     the sale of any of its or their securities under the 1933 Act (except the
     Registration Rights Agreement) and (iii) there are no anti-dilution or price
     adjustment provisions contained in any security issued by the Company
     (or in any agreement providing rights to security holders) that will be
     triggered by the issuance of the Debentures, the Warrants, the Conversion
     Shares or Warrant Shares. The Company has furnished to the Buyer true and
     correct copies of the Company's Articles of Incorporation as in effect on
     the date hereof ("Articles of Incorporation"), the Company's By-laws, as in
     effect on the date hereof (the "By-laws"), and the terms of all securities
     convertible into or exercisable for Common Stock of the Company and the
     material rights of the holders thereof in respect thereto. The Company shall
     provide the Buyer with a written update of this representation signed by the
     Company's Chief Executive or Chief Financial Officer on behalf of the Company
     as of the Closing Date.


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  d. Issuance of Shares. The Conversion Shares and Warrant Shares are duly
     authorized and reserved for issuance and, upon conversion of the Debentures
     and exercise of the Warrants in accordance with their respective terms, will
     be validly issued, fully paid and non-assessable, and free from all taxes,
     liens, claims and encumbrances with respect to the issue thereof and shall
     not be subject to preemptive rights or other similar rights of shareholders
     of the Company and will not impose personal liability upon the holder thereof.

  e. Acknowledgment of Dilution. The Company understands and acknowledges the
     potentially dilutive effect to the Common Stock upon the issuance of the
     Conversion Shares and Warrant Shares upon conversion of the Debenture or
     exercise of the Warrants. The Company further acknowledges that its obligation
     to issue Conversion Shares and Warrant Shares upon conversion of the Debentures
     or exercise of the Warrants in accordance with this Agreement, the Debentures
     and the Warrants is absolute and unconditional regardless of the dilutive
     effect that such issuance may have on the ownership interests of other
     shareholders of the Company.

  f. No Conflicts. The execution, delivery and performance of this Agreement, the
     Registration Rights Agreement, the Debentures and the Warrants by the Company
     and the consummation by the Company of the transactions contemplated hereby
     and thereby (including, without limitation, the issuance and reservation for
     issuance of the Conversion Shares and Warrant Shares) will not (i) conflict
     with or result in a violation of any provision of the Articles of Incorporation
     or By-laws or (ii) violate or conflict with, or result in a breach of any
     provision of, or constitute a default (or an event which with notice or lapse
     of time or both could become a default) under, or give to others any rights
     of termination, amendment, acceleration or cancellation of, any agreement,
     indenture, patent, patent license or instrument to which the Company or any
     of its Subsidiaries is a party, or (iii) result in a violation of any law,
     rule, regulation, order, judgment or decree (including federal and state
     securities laws and regulations and regulations of any self-regulatory
     organizations to which the Company or its securities are subject) applicable
     to the Company or any of its Subsidiaries or by which any property or asset
     of the Company or any of its Subsidiaries is bound or affected (except for
     such conflicts, defaults, terminations, amendments, accelerations, cancellations
     and violations as would not, individually or in the aggregate, have a Material
     Adverse Effect). Neither the Company nor any of its Subsidiaries is in
     violation of its Articles of Incorporation, By-laws or other organizational
     documents and neither the Company nor any of its Subsidiaries is in default
     (and no event has occurred which with notice or lapse of time or both could
     put the Company or any of its Subsidiaries in default) under, and neither the
     Company nor any of its Subsidiaries has taken any action or failed to take
     any action that would give to others any rights of termination, amendment,
     acceleration or cancellation of, any agreement, indenture or instrument to
     which the Company or any of its Subsidiaries is a party or by which any
     property or assets of the Company or any of its Subsidiaries is bound or
     affected, except for possible defaults as would not, individually or in the
     aggregate, have a Material Adverse Effect. The businesses of the Company and
     its Subsidiaries, if any, are not being conducted, and shall not be conducted
     so long as a Buyer owns any of the Securities, in violation of any law,
     ordinance or regulation of any governmental entity. Except as specifically
     contemplated by this Agreement and as required under the 1933 Act and any
     applicable state securities laws, the Company is not required to obtain
     any consent, authorization or order of, or make any filing or registration
     with, any court, governmental agency, regulatory agency, self regulatory
     organization or stock market or any third party in order for it to execute,
     deliver or perform any of its obligations under this Agreement, the Registration
     Rights Agreement, the Debentures or the Warrants in accordance with the terms
     hereof or thereof or to issue and sell the Debentures and Warrants in accordance
     with the terms hereof and to issue the Conversion Shares upon conversion of
     the Debentures and the Warrant Shares upon exercise of the Warrants. Except
     as disclosed in Schedule 3(f), all consents, authorizations, orders, filings
     and registrations which the Company is required to obtain pursuant to the
     preceding sentence have been obtained or effected on or prior to the date
     hereof. The Company is not in violation of the listing requirements of the
     Over-the-Counter Bulletin Board (the "OTCBB") and does not reasonably anticipate
     that the Common Stock will be delisted by the OTCBB in the foreseeable future.
     The Company and its Subsidiaries are unaware of any facts or circumstances
     which might give rise to any of the foregoing.


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  g. SEC Documents; Financial Statements. Except as disclosed in Schedule 3(g),
     the Company has timely filed all reports, schedules, forms, statements and
     other documents required to be filed by it with the SEC pursuant to the
     reporting requirements of the Securities Exchange Act of 1934, as amended
     (the "1934 Act") (all of the foregoing filed prior to the date hereof and
     all exhibits included therein and financial statements and schedules thereto
     and documents (other than exhibits to such documents) incorporated by
     reference therein, being hereinafter referred to herein as the "SEC Documents").
     The Company has delivered to each Buyer true and complete copies of the SEC
     Documents, except for such exhibits and incorporated documents. As of their
     respective dates, the SEC Documents complied in all material respects with
     the requirements of the 1934 Act and the rules and regulations of the SEC
     promulgated thereunder applicable to the SEC Documents, and none of the SEC
     Documents, at the time they were filed with the SEC, 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. None
     of the statements made in any such SEC Documents is, or has been, required
     to be amended or updated under applicable law (except for such statements
     as have been amended or updated in subsequent filings prior the date hereof).
     As of their respective dates, the financial statements of the Company
     included in the SEC Documents complied as to form in all material respects
     with applicable accounting requirements and the published rules and regulations
     of the SEC with respect thereto. Such financial statements have been prepared
     in accordance with United States generally accepted accounting principles,
     consistently applied, during the periods involved (except (i) as may be
     otherwise indicated in such financial statements or the notes thereto, or
     (ii) in the case of unaudited interim statements, to the extent they may not
     include footnotes or may be condensed or summary statements) and fairly
     present in all material respects the consolidated financial position of the
     Company and its consolidated Subsidiaries as of the dates thereof and the
     consolidated results of their operations and cash flows for the periods then
     ended (subject, in the case of unaudited statements, to normal year-end audit
     adjustments). Except as set forth in the financial statements of the Company
     included in the SEC Documents, the Company has no liabilities, contingent or
     otherwise, other than (i) liabilities incurred in the ordinary course of
     business subsequent to December 31, 2001 and (ii) obligations under contracts
     and commitments incurred in the ordinary course of business and not required
     under generally accepted accounting principles to be reflected in such
     financial statements, which, individually or in the aggregate, are not
     material to the financial condition or operating results of the Company.

  h. Absence of Certain Changes. Since December 31, 2001, there has been no
     material adverse change and no material adverse development in the assets,
     liabilities, business, properties, operations, financial condition, results of
     operations or prospects of the Company or any of its Subsidiaries.


                                       6


  i. Absence of Litigation. There is no action, suit, claim, proceeding, inquiry
     or investigation before or by any court, public board, government agency,
     self-regulatory organization or body pending or, to the knowledge of the
     Company or any of its Subsidiaries, threatened against or affecting the
     Company or any of its Subsidiaries, or their officers or directors in their
     capacity as such, that could have a Material Adverse Effect. Schedule 3(i)
     contains a complete list and summary description of any pending or threatened
     proceeding against or affecting the Company or any of its Subsidiaries,
     without regard to whether it would have a Material Adverse Effect. The
     Company and its Subsidiaries are unaware of any facts or circumstances which
     might give rise to any of the foregoing.

  j. Patents, Copyrights, etc.

     (i) The Company and each of its Subsidiaries owns or possesses the requisite
     licenses or rights to use all patents, patent applications, patent rights,
     inventions, know-how, trade secrets, trademarks, trademark applications,
     service marks, service names, trade names and copyrights ("Intellectual
     Property") necessary to enable it to conduct its business as now operated
     (and, except as set forth in Schedule 3(j) hereof, to the best of the
     Company's knowledge, as presently contemplated to be operated in the future);
     there is no claim or action by any person pertaining to, or proceeding
     pending, or to the Company's knowledge threatened, which challenges the right
     of the Company or of a Subsidiary with respect to any Intellectual Property
     necessary to enable it to conduct its business as now operated (and, except
     as set forth in Schedule 3(j) hereof, to the best of the Company's knowledge,
     as presently contemplated to be operated in the future); to the best of the
     Company's knowledge, the Company's or its Subsidiaries' current and intended
     products, services and processes do not infringe on any Intellectual Property
     or other rights held by any person; and the Company is unaware of any facts
     or circumstances which might give rise to any of the foregoing. The Company
     and each of its Subsidiaries have taken reasonable security measures to
     protect the secrecy, confidentiality and value of their Intellectual Property.
     (ii) All of the Company's computer software and computer hardware, and other
     similar or related items of automated, computerized or software systems that
     are used or relied on by the Company in the conduct of its business or that
     were, or currently are being, sold or licensed by the Company to customers
     (collectively, "Information Technology"), are Year 2000 Compliant. For purposes
     of this Agreement, the term "Year 2000 Compliant" means, with respect to the
     Company's Information Technology, that the Information Technology is designed
     to be used prior to, during and after the calendar Year 2000, and the
     Information Technology used during each such time period will accurately
     receive, provide and process date and time data (including, but not limited
     to, calculating, comparing and sequencing) from, into and between the 20th
     and 21st centuries, including the years 1999 and 2000, and leap-year
     calculations, and will not malfunction, cease to function, or provide invalid
     or incorrect results as a result of the date or time data, to the extent that
     other information technology, used in combination with the Information
     Technology, properly exchanges date and time data with it. The Company has
     delivered to the Buyers true and correct copies of all analyses, reports,
     studies and similar written information, whether prepared by the Company or
     another party, relating to whether the Information Technology is Year 2000
     Compliant, if any.

  k. No Materially Adverse Contracts, Etc. Neither the Company nor any of its
     Subsidiaries is subject to any charter, corporate or other legal restriction,
     or any judgment, decree, order, rule or regulation which in the judgment of
     the Company's officers has or is expected in the future to have a Material
     Adverse Effect. Neither the Company nor any of its Subsidiaries is a party
     to any contract or agreement which in the judgment of the Company's officers
     has or is expected to have a Material Adverse Effect.


                                       7


  l. Tax Status. Except as set forth on Schedule 3(l), the Company and each of its
     Subsidiaries has made or filed all federal, state and foreign income and all
     other tax returns, reports and declarations required by any jurisdiction to
     which it is subject (unless and only to the extent that the Company and each
     of its Subsidiaries has set aside on its books provisions reasonably adequate
     for the payment of all unpaid and unreported taxes) and has paid all taxes
     and other governmental assessments and charges that are material in amount,
     shown or determined to be due on such returns, reports and declarations,
     except those being contested in good faith and has set aside on its books
     provisions reasonably adequate for the payment of all taxes for periods
     subsequent to the periods to which such returns, reports or declarations
     apply. There are no unpaid taxes in any material amount claimed to be due by
     the taxing authority of any jurisdiction, and the officers of the Company
     know of no basis for any such claim. The Company has not executed a waiver
     with respect to the statute of limitations relating to the assessment or
     collection of any foreign, federal, state or local tax. Except as set forth
     on Schedule 3(l), none of the Company's tax returns is presently being
     audited by any taxing authority.

  m. Certain Transactions. Except as set forth on Schedule 3(m) and except for
     arm's length transactions pursuant to which the Company or any of its
     Subsidiaries makes payments in the ordinary course of business upon terms no
     less favorable than the Company or any of its Subsidiaries could obtain from
     third parties and other than the grant of stock options disclosed on Schedule
     3(c), none of the officers, directors, or employees of the Company is presently
     a party to any transaction with the Company or any of its Subsidiaries (other
     than for services as employees, officers and directors), including any
     contract, agreement or other arrangement providing for the furnishing of
     services to or by, providing for rental of real or personal property to or
     from, or otherwise requiring payments to or from any officer, director or
     such employee or, to the knowledge of the Company, any corporation,
     partnership, trust or other entity in which any officer, director, or any
     such employee has a substantial interest or is an officer, director, trustee
     or partner.

  n. Disclosure. All information relating to or concerning the Company or any of
     its Subsidiaries set forth in this Agreement and provided to the Buyers
     pursuant to Section 2(d) hereof and otherwise in connection with the
     transactions contemplated hereby is true and correct in all material respects
     and the Company has not omitted to state any material fact necessary in order
     to make the statements made herein or therein, in light of the circumstances
     under which they were made, not misleading. No event or circumstance has
     occurred or exists with respect to the Company or any of its Subsidiaries or
     its or their business, properties, prospects, operations or financial
     conditions, which, under applicable law, rule or regulation, requires public
     disclosure or announcement by the Company but which has not been so publicly
     announced or disclosed (assuming for this purpose that the Company's reports
     filed under the 1934 Act are being incorporated into an effective registration
     statement filed by the Company under the 1933 Act).

  o. Acknowledgment Regarding Buyers' Purchase of Securities. The Company
     acknowledges and agrees that the Buyers are acting solely in the capacity of
     arm's length purchasers with respect to this Agreement and the transactions
     contemplated hereby. The Company further acknowledges that no Buyer is acting
     as a financial advisor or fiduciary of the Company (or in any similar capacity)
     with respect to this Agreement and the transactions contemplated hereby and
     any statement made by any Buyer or any of their respective representatives
     or agents in connection with this Agreement and the transactions contemplated
     hereby is not advice or a recommendation and is merely incidental to the
     Buyers' purchase of the Securities. The Company further represents to each
     Buyer that the Company's decision to enter into this Agreement has been based
     solely on the independent evaluation of the Company and its representatives.

  p. No Integrated Offering. Neither the Company, nor any of its affiliates, nor
     any person acting on its or their behalf, has directly or indirectly made
     any offers or sales in any security or solicited any offers to buy any
     security under circumstances that would require registration under the 1933
     Act of the issuance of the Securities to the Buyers. The issuance of the
     Securities to the Buyers will not be integrated with any other issuance of
     the Company's securities (past, current or future) for purposes of any
     shareholder approval provisions applicable to the Company or its securities.


                                       8


  q. No Brokers. The Company has taken no action which would give rise to any
     claim by any person for brokerage commissions, transaction fees or similar
     payments relating to this Agreement or the transactions contemplated hereby.

  r. Permits; Compliance. The Company and each of its Subsidiaries is in
     possession of all franchises, grants, authorizations, licenses, permits,
     easements, variances, exemptions, consents, certificates, approvals and
     orders necessary to own, lease and operate its properties and to carry on
     its business as it is now being conducted (collectively, the "Company
     Permits"), and there is no action pending or, to the knowledge of the Company,
     threatened regarding suspension or cancellation of any of the Company Permits.
     Neither the Company nor any of its Subsidiaries is in conflict with, or in
     default or violation of, any of the Company Permits, except for any such
     conflicts, defaults or violations which, individually or in the aggregate,
     would not reasonably be expected to have a Material Adverse Effect. Since
     December 31, 2001, neither the Company nor any of its Subsidiaries has
     received any notification with respect to possible conflicts, defaults or
     violations of applicable laws, except for notices relating to possible
     conflicts, defaults or violations, which conflicts, defaults or violations
     would not have a Material Adverse Effect.

  s. Environmental Matters. (i) Except as set forth in Schedule 3(s), there are,
     to the Company's knowledge, with respect to the Company or any of its
     Subsidiaries or any predecessor of the Company, no past or present violations
     of Environmental Laws (as defined below), releases of any material into the
     environment, actions, activities, circumstances, conditions, events, incidents,
     or contractual obligations which may give rise to any common law environmental
     liability or any liability under the Comprehensive Environmental Response,
     Compensation and Liability Act of 1980 or similar federal, state, local or
     foreign laws and neither the Company nor any of its Subsidiaries has received
     any notice with respect to any of the foregoing, nor is any action pending
     or, to the Company's knowledge, threatened in connection with any of the
     foregoing. The term "Environmental Laws" means all federal, state, local or
     foreign laws relating to pollution or protection of human health or the
     environment (including, without limitation, ambient air, surface water,
     groundwater, land surface or subsurface strata), including, without limitation,
     laws relating to emissions, discharges, releases or threatened releases of
     chemicals, pollutants contaminants, or toxic or hazardous substances or
     wastes (collectively, "Hazardous Materials") into the environment, or
     otherwise relating to the manufacture, processing, distribution, use,
     treatment, storage, disposal, transport or handling of Hazardous Materials,
     as well as all authorizations, codes, decrees, demands or demand letters,
     injunctions, judgments, licenses, notices or notice letters, orders, permits,
     plans or regulations issued, entered, promulgated or approved thereunder.
    (ii) Other than those that are or were stored, used or disposed of in
    compliance with applicable law, no Hazardous Materials are contained on or
    about any real property currently owned, leased or used by the Company or
    any of its Subsidiaries, and no Hazardous Materials were released on or about
    any real property previously owned, leased or used by the Company or any of
    its Subsidiaries during the period the property was owned, leased or used by
    the Company or any of its Subsidiaries, except in the normal course of the
    Company's or any of its Subsidiaries' business. (iii) Except as set forth in
    Schedule 3(s), there are no underground storage tanks on or under any real
    property owned, leased or used by the Company or any of its Subsidiaries that
    are not in compliance with applicable law.

  t. Title to Property. The Company and its Subsidiaries have good and marketable
     title in fee simple to all real property and good and marketable title to all
     personal property owned by them which is material to the business of the
     Company and its Subsidiaries, in each case free and clear of all liens,
     encumbrances and defects except such as are described in Schedule 3(t) or
     such as would not have a Material Adverse Effect. Any real property and
     facilities held under lease by the Company and its Subsidiaries are held by
     them under valid, subsisting and enforceable leases with such exceptions as
     would not have a Material Adverse Effect.


                                       9



  u. Insurance. The Company and each of its Subsidiaries are insured by insurers
     of recognized financial responsibility against such losses and risks and in
     such amounts as management of the Company believes to be prudent and customary
     in the businesses in which the Company and its Subsidiaries are engaged.
     Neither the Company nor any such 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 at a cost that would not have
     a Material Adverse Effect. The Company has provided to Buyer true and correct
     copies of all policies relating to directors' and officers' liability
     coverage, errors and omissions coverage, and commercial general liability
     coverage.

  v. Internal Accounting Controls. The Company and each of its Subsidiaries
     maintain a system of internal accounting controls sufficient, in the judgment
     of the Company's board of directors, 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.

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

  x. Solvency. The Company (after giving effect to the transactions contemplated
     by this Agreement) is solvent (i.e., its assets ---- have a fair market
     value in excess of the amount required to pay its probable liabilities on
     its existing debts as they become absolute and matured) and currently the
     Company has no information that would lead it to reasonably conclude that
     the Company would not, after giving effect to the transaction contemplated
     by this Agreement, have the ability to, nor does it intend to take any action
     that would impair its ability to, pay its debts from time to time incurred
     in connection therewith as such debts mature. The Company did not receive a
     qualified opinion from its auditors with respect to its most recent fiscal
     year end and, after giving effect to the transactions contemplated by this
     Agreement, does not anticipate or know of any basis upon which its auditors
     might issue a qualified opinion in respect of its current fiscal year.



                                       10


  y. No Investment Company. The Company is not, and upon the issuance and sale of
     the Securities as contemplated by this Agreement will not be an "investment
     company" required to be registered under the Investment Company Act of 1940
     (an "Investment Company"). The Company is not controlled by an Investment
     Company.

  z. Breach of Representations and Warranties by the Company. If the Company
     breaches any of the representations or warranties set forth in this Section 3,
     and in addition to any other remedies available to the Buyers pursuant to
     this Agreement, the Company shall pay to the Buyer the Standard Liquidated
     Damages Amount in cash or in shares of Common Stock at the option of the
     Buyer, until such breach is cured. If the Buyers elect to be paid the
     Standard Liquidated Damages Amounts in shares of Common Stock, such shares
     shall be issued at the Conversion Price at the time of payment.

4. COVENANTS.


  a. Best Efforts. The parties shall use their best efforts to satisfy timely
     each of the conditions described in Section 6 and 7 of this Agreement.

  b. Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to
     the Securities as required under Regulation D and to provide a copy thereof
     to each Buyer promptly after such filing. The Company shall, on or before
     the Closing Date, take such action as the Company shall reasonably determine
     is necessary to qualify the Securities for sale to the Buyers at the
     applicable closing pursuant to this Agreement under applicable securities
     or "blue sky" laws of the states of the United States (or to obtain an
     exemption from such qualification), and shall provide evidence of any such
     action so taken to each Buyer on or prior to the Closing Date.

  c. Reporting Status; Eligibility to Use Form S-3, SB-2 or Form S-1. The
     Company's Common Stock is registered under Section 12(g) of the 1934 Act.
     The Company represents and warrants that it meets the requirements for the
     use of Form S-3 (or if the Company is not eligible for the use of Form S-3
     as of the Filing Date (as defined in the Registration Rights Agreement),
     the Company may use the form of registration for which it is eligible at
     that time) for registration of the sale by the Buyer of the Registrable
     Securities (as defined in the Registration Rights Agreement). So long as the
     Buyer beneficially owns any of the Securities, the Company shall timely file
     all reports required to be filed with the SEC pursuant to the 1934 Act, and
     the Company shall not terminate its status as an issuer required to file
     reports under the 1934 Act even if the 1934 Act or the rules and regulations
     thereunder would permit such termination. The Company further agrees to file
     all reports required to be filed by the Company with the SEC in a timely
     manner so as to become eligible, and thereafter to maintain its eligibility,
     for the use of Form S-3. The Company shall issue a press release describing
     the materials terms of the transaction contemplated hereby as soon as
     practicable following the Closing Date but in no event more than two (2)
     business days of the Closing Date, which press release shall be subject to
     prior review by the Buyers. The Company agrees that such press release shall
     not disclose the name of the Buyers unless expressly consented to in writing
     by the Buyers or unless required by applicable law or regulation, and then
     only to the extent of such requirement.

  d. Use of Proceeds. The Company shall use the proceeds from the sale of the
     Debentures and the Warrants in the manner set forth in Schedule 4(d) attached
     hereto and made a part hereof and shall not, directly or indirectly, use such
     proceeds for any loan to or investment in any other corporation, partnership,
     enterprise or other person (except in connection with its currently existing
     direct or indirect Subsidiaries)


                                       11


  e. Future Offerings. Subject to the exceptions described below, the Company will
     not, without the prior written consent of a majority-in-interest of the Buyers,
     not to be unreasonably withheld, negotiate or contract with any party to
     obtain additional equity financing (including debt financing with an equity
     component) that involves (A) the issuance of Common Stock at a discount to
     the market price of the Common Stock on the date of issuance (taking into
     account the value of any warrants or options to acquire Common Stock issued
     in connection therewith) or (B) the issuance of convertible securities that
     are convertible into an indeterminate number of shares of Common Stock or
     (C) the issuance of warrants during the period (the "Lock-up Period")
     beginning on the Closing Date and ending on the later of (i) two hundred
     seventy (270) days from the Closing Date and (ii) one hundred eighty (180)
     days from the date the Registration Statement (as defined in the Registration
     Rights Agreement) is declared effective (plus any days in which sales cannot
     be made thereunder). In addition, subject to the exceptions described below,
     the Company will not conduct any equity financing (including debt with an
     equity component) ("Future Offerings") during the period beginning on the
     Closing Date and ending two (2) years after the end of the Lock-up Period
     unless it shall have first delivered to each Buyer, at least twenty (20)
     business days prior to the closing of such Future Offering, written notice
     describing the proposed Future Offering, including the terms and conditions
     thereof and proposed definitive documentation to be entered into in
     connection therewith, and providing each Buyer an option during the fifteen
     (15) day period following delivery of such notice to purchase its pro rata
     share (based on the ratio that the aggregate principal amount of Debentures
     purchased by it hereunder bears to the aggregate principal amount of
     Debentures purchased hereunder) of the securities being offered in the Future
     Offering on the same terms as contemplated by such Future Offering (the
     limitations referred to in this sentence and the preceding sentence are
     collectively referred to as the "Capital Raising Limitations"). In the event
     the terms and conditions of a proposed Future Offering are amended in any
     respect after delivery of the notice to the Buyers concerning the proposed
     Future Offering, the Company shall deliver a new notice to each Buyer
     describing the amended terms and conditions of the proposed Future Offering
     and each Buyer thereafter shall have an option during the fifteen (15) day
     period following delivery of such new notice to purchase its pro rata share
     of the securities being offered on the same terms as contemplated by such
     proposed Future Offering, as amended. The foregoing sentence shall apply to
     successive amendments to the terms and conditions of any proposed Future
     Offering. The Capital Raising Limitations shall not apply to any transaction
     involving (i) issuances of securities in a firm commitment underwritten
     public offering (excluding a continuous offering pursuant to Rule 415 under
     the 1933 Act) or (ii) issuances of securities as consideration for a merger,
     consolidation or purchase of assets, or in connection with any strategic
     partnership or joint venture (the primary purpose of which is not to raise
     equity capital), or in connection with the disposition or acquisition of a
     business, product or license by the Company. The Capital Raising Limitations
     also shall not apply to the issuance of securities upon exercise or conversion
     of the Company's options, warrants or other convertible securities outstanding
     as of the date hereof or to the grant of additional options or warrants, or
     the issuance of additional securities, under any Company stock option or
     restricted stock plan approved by the shareholders of the Company.

  f. Expenses. At the Closing, the Company shall reimburse Buyers for expenses
     incurred by them in connection with the negotiation, preparation, execution,
     delivery and performance of this Agreement and the other agreements to be
     executed in connection herewith ("Documents"), including, without limitation,
     attorneys' and consultants' fees and expenses, transfer agent fees, fees for
     stock quotation services, fees relating to any amendments or modifications
     of the Documents or any consents or waivers of provisions in the Documents,
     fees for the preparation of opinions of counsel, escrow fees, and costs of
     restructuring the transactions contemplated by the Documents. When possible,
     the Company must pay these fees directly, otherwise the Company must make
     immediate payment for reimbursement to the Buyers for all fees and expenses
     immediately upon written notice by the Buyer or the submission of an invoice
     by the Buyer If the Company fails to reimburse the Buyer in full within three
     (3) business days of the written notice or submission of invoice by the Buyer,
     the Company shall pay interest on the total amount of fees to be reimbursed
     at a rate of 15% per annum.


                                       12



  g. Financial Information. The Company agrees to send the following reports to
     each Buyer until such Buyer transfers, assigns, or sells all of the Securities:
     (i) within ten (10) days after the filing with the SEC, a copy of its Annual
     Report on Form 10-K, its Quarterly Reports on Form 10-Q and any Current
     Reports on Form 8-K; (ii) within one (1) day after release, copies of all
     press releases issued by the Company or any of its Subsidiaries; and (iii)
     contemporaneously with the making available or giving to the shareholders of
     the Company, copies of any notices or other information the Company makes
     available or gives to such shareholders.

  h. Authorization and Reservation of Shares. The Company shall at all times have
     authorized, and reserved for the purpose of issuance, a sufficient number of
     shares of Common Stock to provide for the full conversion or exercise of the
     outstanding Debentures and Warrants and issuance of the Conversion Shares
     and Warrant Shares in connection therewith (based on the Conversion Price
     of the Debentures or Exercise Price of the Warrants in effect from time to
     time) and as otherwise required by the Debentures. The Company shall not
     reduce the number of shares of Common Stock reserved for issuance upon
     conversion of Debentures and exercise of the Warrants without the consent of
     each Buyer. The Company shall at all times maintain the number of shares of
     Common Stock so reserved for issuance at an amount ("Reserved Amount") equal
     to no less than two (2) times the number that is then actually issuable upon
     full conversion of the Debentures and Additional Debentures and upon exercise
     of the Warrants and the Additional Warrants (based on the Conversion Price
     of the Debentures or the Exercise Price of the Warrants in effect from time
     to time). If at any time the number of shares of Common Stock authorized and
     reserved for issuance ("Authorized and Reserved Shares") is below the Reserved
     Amount, the Company will promptly take all corporate action necessary to
     authorize and reserve a sufficient number of shares, including, without
     limitation, calling a special meeting of shareholders to authorize additional
     shares to meet the Company's obligations under this Section 4(h), in the case
     of an insufficient number of authorized shares, obtain shareholder approval
     of an increase in such authorized number of shares, and voting the management
     shares of the Company in favor of an increase in the authorized shares of the
     Company to ensure that the number of authorized shares is sufficient to meet
     the Reserved Amount. If the Company fails to obtain such shareholder approval
     within thirty (30) days following the date on which the number of Authorized
     and Reserved Shares exceeds the Reserved Amount, the Company shall pay to the
     Borrower the Standard Liquidated Damages Amount, in cash or in shares of
     Common Stock at the option of the Buyer. If the Buyer elects to be paid the
     Standard Liquidated Damages Amount in shares of Common Stock, such shares
     shall be issued at the Conversion Price at the time of payment. In order to
     ensure that the Company has authorized a sufficient amount of shares to meet
     the Reserved Amount at all times, the Company must deliver to the Buyer at
     the end of every month a list detailing (1) the current amount of shares
     authorized by the Company and reserved for the Buyer; and (2) amount of shares
     issuable upon conversion of the Debentures and upon exercise of the Warrants
     and as payment of interest accrued on the Debentures for one year. If the
     Company fails to provide such list within five (5) business days of the end
     of each month, the Company shall pay the Standard Liquidated Damages Amount,
     in cash or in shares of Common Stock at the option of the Buyer, until the
     list is delivered. If the Buyer elects to be paid the Standard Liquidated
     Damages Amount in shares of Common Stock, such shares shall be issued at
     the Conversion Price at the time of payment.



                                       13


  i. Listing. The Company shall promptly secure the listing of the Conversion
     Shares and Warrant Shares upon each national securities exchange or automated
     quotation system, if any, upon which shares of Common Stock are then listed
     (subject to official notice of issuance) and, so long as any Buyer owns any
     of the Securities, shall maintain, so long as any other shares of Common
     Stock shall be so listed, such listing of all Conversion Shares and Warrant
     Shares from time to time issuable upon conversion of the Debentures or
     exercise of the Warrants. The Company will obtain and, so long as any Buyer
     owns any of the Securities, maintain the listing and trading of its Common
     Stock on the OTCBB or any equivalent replacement exchange, the Nasdaq
     National Market ("Nasdaq"), the Nasdaq SmallCap Market ("Nasdaq SmallCap"),
     the New York Stock Exchange ("NYSE"), or the American Stock Exchange ("AMEX")
     and will comply in all respects with the Company's reporting, filing and
     other obligations under the bylaws or rules of the National Association of
     Securities Dealers ("NASD") and such exchanges, as applicable. The Company
     shall promptly provide to each Buyer copies of any notices it receives from
     the OTCBB and any other exchanges or quotation systems on which the Common
     Stock is then listed regarding the continued eligibility of the Common Stock
     for listing on such exchanges and quotation systems.

  j. Corporate Existence. So long as a Buyer beneficially owns any Debentures or
     Warrants, the Company shall maintain its corporate existence and shall not
     sell all or substantially all of the Company's assets, except in the event
     of a merger or consolidation or sale of all or substantially all of the
     Company's assets, where the surviving or successor entity in such transaction
     (i) assumes the Company's obligations hereunder and under the agreements and
     instruments entered into in connection herewith and (ii) is a publicly traded
     corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq,
     Nasdaq SmallCap, NYSE or AMEX.

  k. No Integration. The Company shall not make any offers or sales of any
     security (other than the Securities) under circumstances that would require
     registration of the Securities being offered or sold hereunder under the 1933
     Act or cause the offering of the Securities to be integrated with any other
     offering of securities by the Company for the purpose of any stockholder
     approval provision applicable to the Company or its securities.

  l. Subsequent Investment. The Company and the Buyers agree that, upon filing by
     the Company of the Registration Statement to be filed pursuant to the
     Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase
     additional debentures ("Filing Debentures") in the aggregate principal amount
     of Three Hundred Fifty Thousand Dollars ($350,000) and additional warrants
     (the "Filing Warrants") to purchase an aggregate of 1,050,000 shares of
     Common Stock, for an aggregate purchase price of Three Hundred Fifty
     Thousand Dollars ($350,000), with the closing of such purchase to occur
     within fifteen (15) days of the Filing Date; provided, however, that
     the obligation of each Buyer to purchase the Filing Debentures and the Filing
     Warrants is subject to the satisfaction, at or before the closing of such
     purchase and sale, of the conditions set forth in Section 7. The Company
     and the Buyers further agree that, upon the declaration of effectiveness of
     the Registration Statement to be filed pursuant to the Registration Rights
     Agreement (the "Effective Date"), the Buyers shall purchase additional
     debentures (the "Effectiveness Debentures" and, collectively with the Filing
     Debentures, the "Additional Debentures") in the aggregate principal amount
     of Three Hundred Thousand Dollars ($300,000) and additional warrants (the
     "Effectiveness Warrants" and, collectively with the Filing Warrants, the
     "Additional Warrants") to purchase an aggregate of 900,000 shares of Common
     Stock, for an aggregate purchase price of Three Hundred Thousand Dollars
     ($300,000), with the closing of such purchase to occur within ten (10) days
     of the Effective Date; provided, however, that the obligation of each Buyer
     to purchase the Effectiveness Debentures and the Effectiveness Warrants is
     subject to the satisfaction, at or before the closing of such purchase and
     sale, of the conditions set forth in Section 7; and, provided, further,
     that there shall not have been a Material Adverse Effect as of such effective
     date. The terms of the Additional Debentures and the Additional Warrants
     shall be identical to the terms of the Debentures and Warrants, as the case
     may be, to be issued on the Closing Date. The Common Stock underlying the
     Additional Debentures and the Additional Warrants shall be Registrable
     Securities (as defined in the Registration Rights Agreement) and shall be
     included in the Registration Statement to be filed pursuant to the
     Registration Rights Agreement.


                                       14


  m. Breach of Covenants. If the Company breaches any of the covenants set forth
     in this Section 4, and in addition to any other remedies available to the
     Buyers pursuant to this Agreement, the Company shall pay to the Buyers the
     Standard Liquidated Damages Amount, in cash or in shares of Common Stock at
     the option of the Buyer, until such breach is cured. If the Buyers elect to
     be paid the Standard Liquidated Damages Amount in shares, such shares shall
     be issued at the Conversion Price at the time of payment.

5. TRANSFER AGENT INSTRUCTIONS. The Company shall issue irrevocable instructions
   to its transfer agent to issue certificates, registered in the name of each
   Buyer or its nominee, for the Conversion Shares and Warrant Shares in such
   amounts as specified from time to time by each Buyer to the Company upon
   conversion of the Debentures or exercise of the Warrants in accordance with
   the terms thereof (the "Irrevocable Transfer Agent Instructions"). Prior to
   registration of the Conversion Shares and Warrant Shares under the 1933 Act or
   the date on which the Conversion Shares and Warrant Shares may be sold pursuant
   to Rule 144 without any restriction as to the number of Securities as of a
   particular date that can then be immediately sold, all such certificates shall
   bear the restrictive legend specified in Section 2(g) of this Agreement. The
   Company warrants that no instruction other than the Irrevocable Transfer Agent
   Instructions referred to in this Section 5, and stop transfer instructions to
   give effect to Section 2(f) hereof (in the case of the Conversion Shares and
   Warrant Shares, prior to registration of the Conversion Shares and Warrant
   Shares under the 1933 Act or the date on which the Conversion Shares and Warrant
   Shares may be sold pursuant to Rule 144 without any restriction as to the number
   of Securities as of a particular date that can then be immediately sold), will
   be given by the Company to its transfer agent and that the Securities shall
   otherwise be freely transferable on the books and records of the Company as and
   to the extent provided in this Agreement and the Registration Rights Agreement.
   Nothing in this Section shall affect in any way the Buyer's obligations and
   agreement set forth in Section 2(g) hereof to comply with all applicable
   prospectus delivery requirements, if any, upon re-sale of the Securities. If a
   Buyer provides the Company with (i) an opinion of counsel in form, substance
   and scope customary for opinions in comparable transactions, to the effect
   that a public sale or transfer of such Securities may be made without
   registration under the 1933 Act and such sale or transfer is effected or (ii)
   the Buyer provides reasonable assurances that the Securities can be sold
   pursuant to Rule 144, the Company shall permit the transfer, and, in the case
   of the Conversion Shares and Warrant Shares, promptly instruct its transfer
   agent to issue one or more certificates, free from restrictive legend, in such
   name and in such denominations as specified by such Buyer. The Company
   acknowledges that a breach by it of its obligations hereunder will cause
   irreparable harm to the Buyers, by vitiating the intent and purpose of the
   transactions contemplated hereby. Accordingly, the Company acknowledges that
   the remedy at law for a breach of its obligations under this Section 5 may be
   inadequate and agrees, in the event of a breach or threatened breach by the
   Company of the provisions of this Section, that the Buyers shall be entitled,
   in addition to all other available remedies, to an injunction restraining any
   breach and requiring immediate transfer, without the necessity of showing
   economic loss and without any bond or other security being required.

6. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL. The obligation of the Company
   hereunder to issue and sell the Debentures and Warrants to a Buyer at the
   Closing is subject to the satisfaction, at or before the Closing Date of each
   of the following conditions thereto, provided that these conditions are for the
   Company's sole benefit and may be waived by the Company at any time in its sole
   discretion:


                                       15


  a. The applicable  Buyer shall have executed this Agreement and the Registration
     Rights Agreement, and delivered the same to the Company.

  b. The  applicable  Buyer shall have  delivered the Purchase Price in accordance
     with Section 1(b) above.

  c. The representations and warranties of the applicable Buyer shall be true and
     correct in all material respects as of the date when made and as of the
     Closing Date as though made at that time (except for representations and
     warranties that speak as of a specific date), and the applicable Buyer shall
     have performed, satisfied and complied in all material respects with the
     covenants, agreements and conditions required by this Agreement to be
     performed, satisfied or complied with by the applicable Buyer at or prior to
     the Closing Date.

  d. No litigation, statute, rule, regulation, executive order, decree, ruling or
     injunction shall have been enacted, entered, promulgated or endorsed by or
     in any court or governmental authority of competent jurisdiction or any
     self-regulatory organization having authority over the matters contemplated
     hereby which prohibits the consummation of any of the transactions contemplated
     by this Agreement.

7. CONDITIONS TO EACH BUYER'S OBLIGATION TO PURCHASE. The obligation of each
   Buyer hereunder to purchase the Debentures and Warrants at the Closing is
   subject to the satisfaction, at or before the Closing Date of each of the
   following conditions, provided that these conditions are for such Buyer's sole
   benefit and may be waived by such Buyer at any time in its sole discretion:

  a. The Company shall have executed this Agreement and the Registration Rights
     Agreement, and delivered the same to the Buyer.

  b. The Company shall have delivered to such Buyer duly executed Debentures (in
     such denominations as the Buyer shall request) and Warrants in accordance with
     Section 1(b) above.

  c. The Irrevocable Transfer Agent Instructions, in form and substance
     satisfactory to a majority-in-interest of the Buyers, shall have been
     delivered to and acknowledged in writing by the Company's Transfer Agent.

  d. The representations and warranties of the Company shall be true and correct
     in all material respects as of the date when made and as of the Closing Date
     as though made at such time (except for representations and warranties that
     speak as of a specific date) and the Company shall have performed, satisfied
     and complied in all material respects with the covenants, agreements and
     conditions required by this Agreement to be performed, satisfied or complied
     with by the Company at or prior to the Closing Date. The Buyer shall have
     received a certificate or certificates, executed by the chief executive
     officer of the Company, dated as of the Closing Date, to the foregoing effect
     and as to such other matters as may be reasonably requested by such Buyer
     including, but not limited to certificates with respect to the Company's
     Articles of Incorporation, By-laws and Board of Directors' resolutions
     relating to the transactions contemplated hereby.

  e. No litigation, statute, rule, regulation, executive order, decree, ruling or
     injunction shall have been enacted, entered, promulgated or endorsed by or
     in any court or governmental authority of competent jurisdiction or any
     self-regulatory organization having authority over the matters contemplated
     hereby which prohibits the consummation of any of the transactions
     contemplated by this Agreement.

  f. No event shall have occurred which could reasonably be expected to have a
     Material Adverse Effect on the Company.


                                       16



  g. The Conversion Shares and Warrant Shares shall have been authorized for
     quotation on the OTCBB and trading in the Common Stock on the OTCBB shall
     not have been suspended by the SEC or the OTCBB.

  h. The Buyer shall have received an opinion of the Company's counsel, dated as
     of the Closing Date, in form, scope and substance reasonably satisfactory
     to the Buyer and in substantially the same form as Exhibit "D" attached
     hereto.

  i. The Buyer shall have received an officer's certificate described in Section
     3(c) above, dated as of the Closing Date.

8. GOVERNING LAW; MISCELLANEOUS.

  a. Governing Law. THIS AGREEMENT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED
     IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS
     MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE
     PRINCIPLES OF CONFLICT OF LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE
     EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN NEW
     YORK, NEW YORK WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS AGREEMENT, THE
     AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS
     CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE
     OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING. BOTH
     PARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST
     CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON
     THE PARTY IN ANY SUCH SUIT OR PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER
     PARTY'S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. BOTH
     PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR
     PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
     SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER. THE PARTY WHICH DOES
     NOT PREVAIL IN ANY DISPUTE ARISING UNDER THIS AGREEMENT SHALL BE RESPONSIBLE
     FOR ALL FEES AND EXPENSES, INCLUDING ATTORNEYS' FEES, INCURRED BY THE
     PREVAILING PARTY IN CONNECTION WITH SUCH DISPUTE.

  b. Counterparts; Signatures by Facsimile. This Agreement may be executed in one
     or more counterparts, each of which shall be deemed an original but all of
     which shall constitute one and the same agreement and shall become effective
     when counterparts have been signed by each party and delivered to the other
     party. This Agreement, once executed by a party, may be delivered to the
     other party hereto by facsimile transmission of a copy of this Agreement
     bearing the signature of the party so delivering this Agreement.

  c. Headings. The headings of this Agreement are for convenience of reference
     only and shall not form part of, or affect the interpretation of, this
     Agreement.

  d. Severability. In the event that any provision of this Agreement is invalid or
     unenforceable under any applicable statute or rule of law, then such provision
     shall be deemed inoperative to the extent that it may conflict therewith and
     shall be deemed modified to conform with such statute or rule of law. Any
     provision hereof which may prove invalid or unenforceable under any law shall
     not affect the validity or enforceability of any other provision hereof.

  e. Entire Agreement; Amendments. This Agreement and the instruments referenced
     herein contain the entire understanding of the parties with respect to the
     matters covered herein and therein and, except as specifically set forth
     herein or therein, neither the Company nor the Buyer makes any representation,
     warranty, covenant or undertaking with respect to such matters. No provision
     of this Agreement may be waived or amended other than by an instrument in
     writing signed by the party to be charged with enforcement.

                                       17


  f. Notices. Any notices required or permitted to be given under the terms of
     this Agreement shall be sent by certified or registered mail (return receipt
     requested) or delivered personally or by courier (including a recognized
     overnight delivery service) or by facsimile and shall be effective five days
     after being placed in the mail, if mailed by regular United States mail, or
     upon receipt, if delivered personally or by courier (including a recognized
     overnight delivery service) or by facsimile, in each case addressed to a
     party. The addresses for such communications shall be:

                           If to the Company:

                                    SeaView Video Technology, Inc.
                                    200 Madonna Boulevard
                                    Tierra Verde, Florida  33715
                                    Attention:  George S. Bernardich, III
                                    Telephone:  (727) 866-7440
                                    Facsimile:  (727) 866-7480
                                    Email:  georgeb@seaview.com

                           With a copy to:

                                    Sichenzia Ross Friedman Ference LLP
                                    1065 Avenue of the Americas, 21st Floor
                                    New York, New York 10018
                                    Attention:  Gregory Sichenzia, Esq.
                                    Telephone:  (212) 930-9700
                                    Facsimile:  (212) 930-9725
                                    Email:  GSichenzia@srfllp.net


         If to a Buyer:  To the address set forth immediately below such Buyer's
                         name on the signature pages hereto.

                           With a copy to:

                                    Ballard Spahr Andrews & Ingersoll, LLP
                                    1735 Market Street
                                    51st Floor
                                    Philadelphia, Pennsylvania  19103
                                    Attention:  Gerald J. Guarcini, Esq.
                                    Telephone:  (215) 864-8625
                                    Facsimile:  (215) 864-8999
                                    Email:  guarcini@ballardspahr.com

         Each party shall provide notice to the other party of any change in address.

  g. Successors and Assigns. This Agreement shall be binding upon and inure to
     the benefit of the parties and their successors and assigns. Neither the
     Company nor any Buyer shall assign this Agreement or any rights or
     obligations hereunder without the prior written consent of the other.
     Notwithstanding the foregoing, subject to Section 2(f), any Buyer may assign
     its rights hereunder to any person that purchases Securities in a private
     transaction from a Buyer or to any of its "affiliates," as that term is
     defined under the 1934 Act, without the consent of
     the Company.

                                       18


  h. Third Party Beneficiaries. This Agreement is intended for the benefit of the
     parties hereto and their respective permitted successors and assigns, and is
     not for the benefit of, nor may any provision hereof be enforced by, any other
     person.

  i. Survival. The representations and warranties of the Company and the
     agreements and covenants set forth in Sections 3, 4, 5 and 8 shall survive
     the closing hereunder notwithstanding any due diligence investigation
     conducted by or on behalf of the Buyers. The Company agrees to indemnify and
     hold harmless each of the Buyers and all their officers, directors, employees
     and agents for loss or damage arising as a result of or related to any breach
     or alleged breach by the Company of any of its representations, warranties
     and covenants set forth in Sections 3 and 4 hereof or any of its covenants
     and obligations under this Agreement or the Registration Rights Agreement,
     including advancement of expenses as they are incurred.

  j. Publicity. The Company and each of the Buyers shall have the right to review
     a reasonable period of time before issuance of any press releases, SEC,
     OTCBB or NASD filings, or any other public statements with respect to the
     transactions contemplated hereby; provided, however, that the Company
     shall be entitled, without the prior approval of each of the Buyers, to make
     any press release or SEC, OTCBB (or other applicable trading market) or NASD
     filings with respect to such transactions as is required by applicable law
     and regulations (although each of the Buyers shall be consulted by the
     Company in connection with any such press release prior to its release and
     shall be provided with a copy thereof and be given an opportunity to comment
     thereon).

  k. Further Assurances. Each party shall do and perform, or cause to be done
     and performed, all such further acts and things, and shall execute and deliver
     all such other agreements, certificates, instruments and documents, as the
     other party may reasonably request in order to carry out the intent and
     accomplish the purposes of this Agreement and the consummation of the
     transactions contemplated hereby.

  l. No Strict Construction. 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.

  m. Remedies.  The Company acknowledges that a breach by it of its
     obligations hereunder will cause irreparable harm to the Buyers by vitiating
     the intent and purpose of the transaction contemplated hereby.  Accordingly,
     the Company acknowledges that the remedy at law for a breach of its
     obligations under this Agreement will be inadequate and agrees, in the event
     of a breach or threatened breach by the Company of the provisions of this
     Agreement, that the Buyers shall be entitled, in addition to all other
     available remedies at law or in equity, and in addition to the penalties
     assessable herein, to an injunction or injunctions restraining, preventing
     or curing any breach of this Agreement and to enforce specifically the terms
     and provisions hereof, without the necessity of showing economic loss and
     without any bond or other security being required.

                                       19




                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




IN WITNESS WHEREOF, the undersigned Buyers and the Company have caused this
Agreement to be duly executed as of the date first above written.



SEAVIEW VIDEO TECHNOLOGY, INC.


--------------------------------
George S. Bernardich, III
President and Chief Executive Officer


AJW PARTNERS, LLC
By:  SMS Group, LLC


--------------------------------------
Corey S. Ribotsky
Manager


RESIDENCE:  Delaware

ADDRESS: 1044 Northern Boulevard
                  Suite 302
                  Roslyn, New York  11576
                  Facsimile:  (516) 739-7115
                  Telephone:  (516) 739-7110

AGGREGATE SUBSCRIPTION AMOUNT:

         Aggregate Principal Amount of Debentures:                      $150,000
         Number of Warrants:                                             450,000
         Aggregate Purchase Price:                                      $150,000



                                       20



AJW OFFSHORE, LTD.
By:  First Street Manager II, LLC


--------------------------------------
Corey S. Ribotsky
Manager


RESIDENCE:            Cayman Islands

ADDRESS: P.O. Box 32021 SMB
                  Grand Cayman, Cayman Island, B.W.I.

AGGREGATE SUBSCRIPTION AMOUNT:

         Aggregate Principal Amount of Debentures:                     $ 100,000
         Number of Warrants:                                             300,000
         Aggregate Purchase Price:                                     $ 100,000



                                       21



AJW QUALIFIED PARTNERS, LLC
By:  AJW Manager, LLC


------------------------------------
Corey S. Ribotsky
Manager



RESIDENCE:            New York

ADDRESS: 1044 Northern Boulevard
                  Suite 302
                  Roslyn, New York  11576
                  Facsimile:        (516) 739-7115
                  Telephone:        (516) 739-7110


AGGREGATE SUBSCRIPTION AMOUNT:

         Aggregate Principal Amount of Debentures:                     $ 100,000
         Number of Warrants:                                             300,000
         Aggregate Purchase Price:                                     $ 100,000