SECURITIES PURCHASE AGREEMENT

Stock Purchase Agreement

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KNOBIAS, INC.

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Title: SECURITIES PURCHASE AGREEMENT
Governing Law: New York Date: 3/21/2005
Law Firm: Watkins & Eager PLLC

Exhibit 4.1

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this "Agreement") is dated as of

March 15, 2005 among Knobias, Inc., a Delaware corporation (the "Company"), and

each purchaser 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 each Purchaser, and each Purchaser, severally and not

jointly, desires 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 each Purchaser agrees

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 Notes (as defined herein), and (b) the following

terms have the meanings indicated in this Section 1.1:

"Action" shall have the meaning ascribed to such term in

Section 3.1(j).

"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. With respect to a

Purchaser, any investment fund or managed account that is managed on a

discretionary basis by the same investment manager as such Purchaser

will be deemed to be an Affiliate of such Purchaser.

"Closing" means the closing of the purchase and sale of the

Securities pursuant to Section 2.1.

"Closing Date" means the Trading Day when all of the

Transaction Documents have been executed and delivered by the

applicable parties thereto, and all conditions precedent to (i) the

Purchasers' obligations to pay the Subscription Amount and (ii) the

Company's obligations to deliver the Securities have been satisfied or

waived.

"Commission" means the Securities and Exchange Commission.

<PAGE>

"Common Stock" means the common stock of the Company, no par

value, and any securities into which such common stock shall

hereinafter have been reclassified into.

"Common Stock Equivalents" means any securities of the Company

or the Subsidiaries which would entitle the holder thereof to acquire

at any time Common Stock, including without limitation, any debt,

preferred stock, rights, options, warrants or other instrument that is

at any time convertible into or exchangeable for, or otherwise entitles

the holder thereof to receive, Common Stock.

"Company Counsel" means Watkins & Eager PLLC.

"Disclosure Schedules" shall have the meaning ascribed to such

term in Section 3.1 hereof.

"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) hereof.

"KW" means Keith Wellner, attorney for DCOFI Master LDC, with

offices at 830 Third Avenue, New York, New York 10022.

"Liens" means a lien, charge, security interest, encumbrance,

right of first refusal, preemptive right or other restriction.

"Material Adverse Effect" shall have the meaning assigned to

such term in Section 3.1(b) hereof.

"Material Permits" shall have the meaning ascribed to such

term in Section 3.1(m).

"Notes" means, the 12% Senior Subordinated Secured Notes due,

subject to the terms therein, September 1, 2006, issued by the Company

to the Purchasers hereunder, in the form of Exhibit A.

"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.

"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.

"Registration Rights Agreement" means the Registration Rights

Agreement, dated the date hereof, among the Company and the Purchasers,

in the form of Exhibit B attached hereto.

<PAGE>

"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) hereof.

"Securities" means the Notes, the Shares, the Warrants, and

the Warrant Shares.

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

"Security Agreement" means the Security Agreement, dated the

date hereof, among the Company and the Purchasers, in the form of

Exhibit B attached hereto.

"Security Documents" means the Security Agreement and any

other documents and filing required thereunder in order to grant the

Purchasers a perfected security interest in all of the assets of the

Company, including all UCC-1 filing receipts.

"Shares" means 100,000 shares of registered Common Stock

issuable to the Purchasers pursuant to the terms of this Agreement.

"Subscription Amount" means, as to each Purchaser, the

aggregate amount to be paid for Notes purchased hereunder as specified

below such Purchaser's name on the signature page of this Agreement and

next to the heading "Subscription Amount", in United States Dollars and

in immediately available funds.

"Subsidiary" means any subsidiary of the Company as set forth

on Schedule 3.1(a).

"Trading Day" means a day on which the Common Stock is traded

on a Trading Market.

"Trading Market" means the following markets or exchanges on

which the Common Stock is listed or quoted for trading on the date in

question: the Nasdaq SmallCap Market, the American Stock Exchange, the

New York Stock Exchange, the Nasdaq National Market or the OTC Bulletin

Board.

"Transaction Documents" means this Agreement, the Notes, the

Security Agreement and any other documents or agreements executed in

connection with the transactions contemplated hereunder.

<PAGE>

"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(a) hereof, which Warrants shall

be exercisable immediately and have a term of exercise equal to five

years.

"Warrant Shares" means the shares of Common Stock issuable

upon exercise of the Warrants.

ARTICLE II.

PURCHASE AND SALE

2.1 Closing. On the Closing Date, upon the terms and subject to the

conditions set forth herein, concurrent with the execution and delivery of this

Agreement by the parties hereto, the Company agrees to sell, and each Purchaser

agrees to purchase, $550,000 principal amount of the Notes. The Notes are being

exchanged for the Company's 12% Senior Subordinated Notes due June 15, 2005 (the

"June 2005 Notes"). The Company shall deliver to each Purchaser their respective

Note as determined pursuant to Section 2.2(a) and the other items set forth in

Section 2.2 issuable at the Closing. Upon satisfaction of the conditions set

forth in Section 2.2, the Closing shall occur at the offices of the Company, or

such other location as the parties shall mutually agree.

2.2 Deliveries.

a) On the Closing Date, the Company shall deliver to the

counsel for such Purchasers with respect to each

Purchaser the following:

(i) this Agreement duly executed by the Company;

(ii) a Note with a principal amount equal to such

Purchaser's Subscription Amount, registered

in the name of such Purchaser;

(iii) the Warrants duly executed by the Company;

(iv) the Shares;

(v) the Registration Rights Agreement, duly

executed by the Company;

(vi) the Security Agreement, duly executed by the

Company, along with all the Security

Documents; and

(vii) a legal opinion of Company Counsel.

b) On the Closing Date, each Purchaser shall deliver or

cause to be delivered to Company Counsel the

following:

(i) this Agreement duly executed by such

Purchaser;

<PAGE>

(ii) the original June 15, 2005 Notes; and

(iii) the Security Agreement, duly executed by

such Purchaser.

2.3 Closing Conditions.

a) The obligations of the Company hereunder in

connection with the Closing are subject to the

following conditions being met:

(i) the accuracy in all material respects when

made and on the Closing Date of the

representations and warranties of the

Purchasers contained herein;

(ii) all obligations, covenants and agreements of

the Purchasers required to be performed at

or prior to the Closing Date shall have been

performed; and

(iii) the delivery by the Purchasers of the items

set forth in Section 2.2(b) of this

Agreement.

b) The respective obligations of the Purchasers

hereunder in connection with the Closing are subject

to the following conditions being met:

(i) the accuracy in all material respects on the

Closing Date of the representations and

warranties of the Company contained herein;

(ii) all obligations, covenants and agreements of

the Company required to be performed at or

prior to the Closing Date shall have been

performed;

(iii) the delivery by the Company of the items set

forth in Section 2.2(a) of this Agreement;

(iv) there shall have been no Material Adverse

Effect with respect to the Company since the

date hereof; and

(v) 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 any

Trading Market, nor shall a banking

moratorium have been declared either by the

United States or New York State authorities

<PAGE>

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 each Purchaser, makes

it impracticable or inadvisable to purchase

the Notes at the Closing.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company. Except as set forth

in the Company's Form 8-K filed with the Securities and Exchange Commission on

November 19, 2004__ and delivered to the Purchasers concurrently herewith as

Schedule 3.1 (the "Disclosure Schedule") which Disclosure Schedule shall be

deemed a part hereof, on the date hereof and on the Subsequent Closing Date, the

Company hereby makes the representations and warranties set forth below to each

Purchaser.

(a) Subsidiaries. All of the direct and indirect subsidiaries

of the Company are set forth in Item 2.01 of the Disclosure Schedule.

The Company owns, directly or indirectly, all of the capital stock or

other equity interests of each Subsidiary free and clear of any 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 to subscribe for or purchase

securities. 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 or default 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 conduct 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 have or reasonably be expected to result in (i) a material

adverse effect on the legality, validity or enforceability of any

Transaction Document, (ii) a material adverse effect on the results of

operations, assets, business, prospects or financial condition of the

Company and the Subsidiaries, taken as a whole, or (iii) a material

adverse effect on the Company's ability to perform in any material

respect on a timely basis its obligations under any Transaction

Document (any of (i), (ii) or (iii), a "Material Adverse Effect") and

no Proceeding has been instituted in any such jurisdiction revoking,

limiting or curtailing or seeking to revoke, limit or curtail such

power and authority or qualification.

<PAGE>

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 thereunder. The execution and

delivery of each of the Transaction Documents by the Company and the

consummation by it of the transactions contemplated thereby have been

duly authorized by all necessary action on the part of the Company and

no further action is required by the Company in connection therewith

other than in connection with the Required Approvals. Each Transaction

Document has been (or upon delivery will have been) 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 except (i)

as limited by applicable bankruptcy, insolvency, reorganization,

moratorium and other laws of general application affecting enforcement

of creditors' rights generally and (ii) as limited by laws relating to

the availability of specific performance, injunctive relief or other

equitable remedies.

(d) No Conflicts. The execution, delivery and performance of

the Transaction Documents by the Company and the consummation by the

Company of the other 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) conflict with, or

constitute a default (or an event that with notice or lapse of time or

both would become a default) under, result in the creation of any Lien

upon any of the properties or assets of the Company or any Subsidiary,

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 (with

the exception of the 8% Convertible Notes (as herein defined)), or

(iii) subject to the Required Approvals, conflict with or result 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 have or

reasonably be expected to result in a Material Adverse Effect.

(e) Filings, Consents and Approvals. The Company is not

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) filings

required pursuant to Section 4.6, (ii) the filing with the Commission

of the Registration Statement, (iii) the notice and/or application(s)

to each applicable Trading Market for the issuance and sale of the

Notes for trading thereon in the time and manner required thereby and

(iv) the filing of Form D with the Commission and such filings as are

required to be made under applicable state securities laws

(collectively, the "Required Approvals").

<PAGE>

(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 nonassessable, free and clear of all Liens imposed by

the Company other than restrictions on transfer provided for in the

Transaction Documents. The Company has not, and to the knowledge of the

Company, no Affiliate of the Company has sold, offered for sale or

solicited offers to buy or otherwise negotiated 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 Trading Market.

(g) Capitalization. The capitalization of the Company is as

set forth in Item 2.01, the Description of Securities section of the

Disclosure Schedule. The Company has not issued any capital stock since

November 15, 2004, other than pursuant to the exercise of employee

stock options under the Company's stock option plans, the issuance of

shares of Common Stock to employees pursuant to the Company's employee

stock purchase plan and pursuant to the conversion or exercise of

outstanding Common Stock Equivalents. 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 set forth in Item 2.01 and the Description of

Securities section of the Disclosure Schedule, 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 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.

All of the outstanding shares of capital stock of the Company are

validly issued, fully paid and nonassessable, have been issued in

compliance with all federal and state securities laws, and none of such

outstanding shares was issued in violation of any preemptive rights or

similar rights to subscribe for or purchase securities. No further

approval or authorization of any stockholder, the Board of Directors of

the Company or others is required for the issuance and sale of the

Securities. There are no stockholders agreements, voting agreements or

other similar agreements with respect to the Company's capital stock to

which the Company is a party or, to the knowledge of the Company,

between or among any of the Company's stockholders.

(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, including the exhibits thereto, being collectively referred

<PAGE>

to herein as the "SEC Reports") 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. 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 United States 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 except that unaudited financial

statements may not contain all footnotes required by GAAP, 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 reasonably be

expected to 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, (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 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

plans. The Company does not have pending before the Commission any

request for confidential treatment of information.

(j) Litigation. Other than as set forth in the Disclosure

Schedule under the caption "Legal Proceedings," 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, have or reasonably be expected to result in a

Material Adverse Effect. Neither the Company nor any Subsidiary, nor

<PAGE>

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. 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) 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 which could reasonably be expected to result

in a Material Adverse Effect.

(l) 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, including without limitation all foreign,

federal, state and local laws applicable to its business except in each

case as could not have a Material Adverse Effect.

(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

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.

(n) Title to Assets. Other than the assets pledged in

connection with the Company's 8% Secured Convertible Notes due November

1, 2006 (the "8% Convertible Notes"), 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 and Liens for the payment

of federal, state or other taxes, the payment of which is neither

delinquent nor subject to penalties. 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.

<PAGE>

(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 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 of others.

(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,

including, but not limited to, directors and officers insurance

coverage at least equal to the aggregate Subscription Amount. 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 the 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, in each case in excess of $50,000 other

than (i) for payment of salary or consulting fees for services

rendered, (ii) reimbursement for expenses incurred on behalf of the

Company and (iii) for other employee benefits, including stock option

agreements under any stock option plan of the Company.

(r) Sarbanes-Oxley; Internal Accounting Controls. The Company

is in material compliance with all provisions of the Sarbanes-Oxley Act

of 2002 which are applicable to it as of the Closing Date. 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 GAAP 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. The Company has established disclosure

controls and procedures (as defined in Exchange Act Rules 13a-15(e) and

<PAGE>

15d-15(e)) for the Company and designed such disclosure controls and

procedures to ensure that material information relating to the Company,

including its Subsidiaries, is made known to the certifying officers by

others within those entities, particularly during the period in which

the Company's most recently filed periodic report under the Exchange

Act, as the case may be, is being prepared. The Company's certifying

officers have evaluated the effectiveness of the Company's controls and

procedures as of the date prior to the filing date of the most recently

filed periodic report under the Exchange Act (such date, the

"Evaluation Date"). Since the Evaluation Date, there have been no

significant changes in the Company's internal controls (as such term is

defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to

the Company's knowledge, in other factors that could significantly

affect the Company's internal controls.

(s) 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. The Purchasers shall have no obligation with respect to any

fees or with respect to any claims made by or on behalf of other

Persons for fees of a type contemplated in this Section that may be due

in connection with the transactions contemplated by this Agreement.

(t) Private Placement. Assuming the accuracy of the Purchasers

representations and warranties set forth in Section 3.2, no

registration under the Securities Act is required for the offer and

sale of the Securities by the Company to the Purchasers as contemplated

hereby. The issuance and sale of the Securities hereunder does not

contravene the rules and regulations of the Trading Market.

(u) Investment Company. The Company is not, and is not an

Affiliate of, and immediately after receipt of payment for

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